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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):
June 30, 1998 (June 25, 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 NUMBER) (IRS EMPLOYER
JURISDICTION OF 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 June 29, 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 June
29, 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: June 29, 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
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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
99.1 News Release issued by ATC Communications Group, Inc.
dated June 29, 1998.
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EXHIBIT 99.1
[ATC Communications Group, Inc. Letterhead]
News Release FOR IMMEDIATE RELEASE
CONTACTS AT THE COMPANY:
(972) 830-1800
Matthew S. Waller Chief Financial Officer
Scott D. Guffey Vice President - Finance, Mergers & Acquisitions and
Investor Relations
ATC TO APPEAL COURT DECISION
DALLAS -- June 29, 1998 --ATC Communications Group, Inc. (Nasdaq NMS: ATCT),
a leading provider of teleservices, today announced that a summary judgment
was entered against ATC on June 25, 1998 in a breach of contract case filed
by an ATC option holder in the United States District Court, District of
Kansas. The amount of the judgment, including prejudgment interest and
costs, is approximately $2.4 million. ATC believes that the judgment is in
error and that the plaintiff's claims are without merit; therefore, ATC will
appeal the summary judgment.
ATC recently announced that it had signed a definitive agreement for a
stock-for-stock merger with IQI, Inc. The proposed merger is subject to the
approval of ATC and IQI shareholders and lenders and is expected to be
finalized during the week of July 6, 1998, assuming receipt of those
approvals. The ATC annual meeting of stockholders scheduled for June 30,
1998 is expected to be adjourned until July 9, 1998.
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
marketing research capabilities, database management skills and proprietary
databases.
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: THE COMPANY'S ASSESSMENT OF THE MERITS OF THE KANSAS
LITIGATION; OBTAINING SHAREHOLDER AND THIRD PARTY APPROVALS AND SATISFYING
THE OTHER CONDITIONS TO CLOSING THE MERGER WITH IQI, INC. DURING THE WEEK OF
JULY 6, 1998; AND OTHER OPERATIONAL, FINANCIAL OR LEGAL RISKS OR
UNCERTAINTIES DETAILED IN THE COMPANY'S SEC FILINGS FROM TIME TO TIME.
