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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 7, 1998 (July 6, 1998)
ATC Communications Group, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 000-14315 75-2050538
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
5950 Berkshire Lane, Suite 1650
Dallas, Texas 75225
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(214) 361-9870
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ITEM 5. OTHER EVENTS.
On July 6, 1998, ATC Communications Group, Inc. issued the news release
attached hereto as Exhibit 99.1, which news release is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 News Release issued by ATC Communications Group, Inc. dated July 6,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 6, 1998 ATC COMMUNICATIONS GROUP, INC.
By: /s/ Matthew S. Waller
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Matthew S. Waller
CHIEF FINANCIAL OFFICER
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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99.1 News Release issued by ATC Communications Group, Inc. dated
July 6, 1998.
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EXHIBIT 99.1
[ATC Communications Group, Inc. Letterhead]
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACTS AT THE COMPANY:
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(972) 830-1800
Matthew S. Waller Chief Financial Officer
Scott D. Guffey Vice President - Finance, Mergers & Acquisitions and
Investor Relations
ATC/IQI PROPOSED MERGER RECEIVES ADDITIONAL FINANCING COMMITMENT
DALLAS -- July 6, 1998 -- ATC Communications Group, Inc. (Nasdaq NMS: ATCT),
a leading provider of teleservices, today announced that it has received an
additional financing commitment from Thayer Equity Investors III, L.P., a
private investment fund and majority shareholder of ATC's proposed merger
partner, IQI, Inc., and certain other shareholders of IQI. Under the
commitment, the Thayer-led group has agreed to lend the combined company, at
its election, up to an additional $4.0 million in subordinated indebtedness
at any time within 90 days after the merger. In connection with this
commitment and effective upon the merger, ATC would issue the Thayer-led
group additional warrants to purchase up to 350,000 shares of ATC common
stock at an exercise price of $2.375 per share and would provide certain
additional antidilution protection. The Thayer-led group's obligation to
fund the debt and ATC's obligation to issue the warrants is subject to
consummation of the proposed merger, as well as customary conditions.
If the financing commitment is drawn, the additional indebtedness would be
convertible into ATC common stock at a conversion price of $2.375 per share, the
closing price of ATC stock on July 2, 1998, the date the Thayer-led group agreed
to the commitment. Such debt would be in addition to, and on the same basic
terms as, the subordinated debt that Thayer has previously committed to lend the
combined company, as disclosed in the proxy materials distributed by ATC in
connection with its annual stockholder meeting. Although it is not certain how
much, if any, of the additional subordinated debt will be issued, if all of the
contemplated indebtedness is funded, ATC would, on a pro forma basis
consolidated with IQI, have a total of $13.7 million in subordinated debt
outstanding upon consummation of the merger.
ATC recently announced that it had signed a definitive agreement for a
stock-for-stock merger with IQI. The proposed merger is subject to the
approval of ATC and IQI shareholders and lenders and is expected to be
finalized the week of July 6, 1998, assuming receipt of those approvals.
ATC's annual meeting of stockholders will be held on July 9, 1998 at 10:00
a.m., Eastern Time, at 399 Park Avenue, 31st Floor, New York, New York.
ATC offers custom-developed strategic sales and service applications,
outsourced and facility management operations and traditional high-volume,
transaction-based teleservices. IQI is a privately-held company that
provides integrated marketing services through its telemarketing resources,
custom research capabilities, database management skills and proprietary
databases.
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THE FOLLOWING IS A "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: STATEMENTS CONTAINED IN THIS DOCUMENT THAT ARE
NOT BASED ON HISTORICAL FACTS ARE "FORWARD-LOOKING STATEMENTS." TERMS SUCH AS
"ANTICIPATES," "BELIEVES," "ESTIMATES," "EXPECTS," "INTENDS," "PLANS,"
"PREDICTS," "MAY," "SHOULD," "WILL," THE NEGATIVE THEREOF AND SIMILAR
EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH
STATEMENTS ARE BY NATURE SUBJECT TO UNCERTAINTIES AND RISKS, INCLUDING, BUT NOT
LIMITED TO: CONCLUDING THE THAYER-LED GROUP'S FINANCING ON THE TERMS SET FORTH
IN THE COMMITMENT; OBTAINING SHAREHOLDER AND THIRD PARTY APPROVALS AND
SATISFYING THE OTHER CONDITIONS TO CLOSING THE MERGER WITH IQI, INC.; AND OTHER
OPERATIONAL, FINANCIAL OR LEGAL RISKS OR UNCERTAINTIES DETAILED IN THE COMPANY'S
SEC FILINGS FROM TIME TO TIME.
