UNITED STATES
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 Earliest Event Reported - October 17, 1997
ATC GROUP SERVICES INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10583 46-0399408
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
104 East 25th Street, 10th Floor
New York, New York 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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Item 5. Other Events
ATC has received an offer for the acquisition of the Company at $12.00 per
share from a group lead by senior members of management and a financial investor
group, WPG Corporate Development Associates V, L.P., an affiliate of Weiss, Peck
& Greer, L.L.C.
ATC's Chairman and Chief Executive Officer, George and Morry R. Rubin,
respectively, have agreed to support the offer as holders of approximately 28%
of the fully diluted outstanding common stock of ATC, however, they are not part
of the proposed buyout group and expect to resign their positions if the
proposed transaction is consummated. Attached hereto as Exhibits A and B, are
the Company's Press Releases dated October 17, 1997 announcing the offer.
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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 hereunto duly authorized.
ATC GROUP SERVICES INC.
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(Registrant)
October 20, 1997 By: /s/ RICHARD L. PRUITT
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(Dated) RICHARD L. PRUITT
Vice President and
Principal Accounting Officer
EXHIBIT A
ATC GROUP SERVICES INC.
FOR IMMEDIATE RELEASE
Company Contact NASDAQ: Symbol
Morry F. Rubin Common Stock - ATCS
President and Chief Executive Officer Class C Warrants - ATCSL
ATC Group Services Inc.
Tel: (212) 353-8280
Fax: (212) 598-4283
ATC GROUP SERVICES INC.
NEW YORK, NY, OCTOBER 17, 1997. ATC Group Services Inc. (NASDAQ-NMS: "ATCS"),
announced today that it had received an offer for the acquisition of the company
at $12 per share from a group lead by senior members of management and a
financial investor group, WPG Corporate Development Associates V, L.P., an
affiliate of Weiss, Peck & Greer, L.L.C. The offer is supported by ATC
shareholders who hold in the aggregate approximately 28% of the outstanding
common stock of ATC on a fully diluted basis. The Company said that its board
will form a special committee of independent directors to consider the proposed
transaction.
The offer contemplates a cash tender offer for all outstanding shares of ATC
common stock followed by a second-step merger with an acquisition corporation.
The tender offer is conditioned, among other things, on obtaining financing, as
is customary for transactions of this nature, and a minimum of 50.1% of the
outstanding ATC shares being tendered. The offer is supported by a "highly
confident" letter from a nationally recognized financing institution.
ATC is a specialized national provider of technical and project management
services to a large, diverse customer base of Fortune 500 corporations, other
businesses and federal, state, and government agencies. The Company's technical
and project management services consist primarily of environmental and
consulting engineering services and information technology services.
Weiss, Peck & Greer, L.L.C. is a private investment firm, founded in 1970, which
manages in excess of $14 billion in public equities and fixed-income securities
for institutional and individual clients worldwide. In addition to its money
management activities, the firm has a twenty-seven year history as an investor
of equity capital in over 200 venture capital and private equity transactions.
Investments of the Private Equity Group are made through a $230 million fund of
committed capital, WPG Corporate Development Associates V, L.P.
<PAGE>
EXHIBIT B
ATC GROUP SERVICES INC.
PRESS RELEASE
NEW YORK, NY, OCTOBER 17, 1997. As announced earlier today, ATC Group Services
Inc. (NASDAQ-NMS: "ATCS"), has received an offer for the acquisition of the
company at $12 per share from a group lead by senior members of management and a
financial investor group, WPG Corporate Development Associates V, L.P., an
affiliate of Weiss, Peck & Greer, L.L.C. While ATC's Chairman (George Rubin) and
Chief Executive Officer (Morry F. Rubin) have agreed to support the offer as
holders of approximately 28% of the outstanding common stock of ATC on a fully
diluted basis, they are not part of the proposed buyout group and expect to
resign their positions with ATC if the proposed transaction is consummated.
* * *
For further information, contact:
Morry F. Rubin
President and Chief Executive Officer
ATC Group Services Inc.
Tel: 212-353-8280
Fax: 212-598-4283
