SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: November 5, 1997
ATC GROUP SERVICES INC.
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(Exact name of registrant as specified in its charter)
Delaware No.: 001-10583 46-0399408
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(State or other (Commission (I.R.S. employer
jurisdiction of file number) identification number)
incorporation)
104 East 25th Street, 10th Floor, New York, NY 10010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 353-8280
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On or about November 5, 1997, a summons and complaint were filed in the
Court of Chancery of the State of Delaware in and for New Castle County (the
"Delaware Court") on behalf of Irv Richter, as plaintiff (the "Richter
Complaint"). The Richter Complaint names the Company and the members of the
Company's board of directors as defendants. On or about November 12, 1997,
another summons and complaint were filed in the Delaware Court on behalf of
Joseph I. Peters, as plaintiff (the "Peters Complaint" and together with the
Richter Complaint, the "Complaints"). The Peters Complaint names the Company,
the members of the Company's board of directors, Weiss, Peck & Greer, LLC
("WPG") and WPG Corporate Development Associates V, L.P. ("WPG Fund") as
defendants. Both Complaints challenge the previously announced offer (the
"Offer") for the acquisition of the Company at $12 per share by a group led by
certain members of management of the Company and the WPG Fund, an affiliate of
WPG. Both Complaints seek class action status on behalf of the stockholders of
the Company and contain similar allegations. Plaintiffs in both actions claim
that the offer price for the Company's common stock is inadequate and that the
defendants have breached their fiduciary duties to the Plaintiffs and other
stockholders of the Company. The Plaintiffs seek, among other things, to enjoin
the transactions contemplated by the Offer or compensatory damages. The Company
believes the allegations contained in both Complaints are meritless and intends
to defend both actions vigorously.
Item 7. Exhibits.
None.
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SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATC GROUP SERVICES INC.
By: /s/ Morry F. Rubin
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Name: Morry F. Rubin
Title: President & Chief
Executive Officer
Dated: November 20, 1997
