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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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ATC GROUP SERVICES INC.
(Name of Subject Company)
ACQUISITION CORP.
ACQUISITION HOLDINGS, INC.
(Bidder)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
0000020671
(CUSIP Number of Class of Securities)
Steven N. Hutchinson
Acquisition Holdings, Inc.
c/o Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, New York 10004
(212) 908-9500
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidder)
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Copy To:
Dennis J. Friedman, Esq.
David M. Wilf, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 408-5100
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Acquisition Holdings, Inc. and Acquisition Corp. hereby amend and
supplement their Tender Offer Statement on Schedule 14D-1, originally filed on
December 4, 1997, with respect to their offer to purchase all outstanding shares
of Common Stock, par value $.01 per share, of ATC Group Services Inc., a
Delaware corporation.
Item 11. Material to be Filed as Exhibits
(a)(9) Press Release issued by Acquisition Corp. on December 4, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: December 5, 1997
WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P.
By: WPG Private Equity Partners II, L.L.C.
Title: General Partner
By: /s/ STEVEN N. HUTCHINSON
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Name: Steven N. Hutchinson
Title: Managing Member
ACQUISITION CORP.
By: /s/ STEVEN N. HUTCHINSON
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Name: Steven N. Hutchinson
Title: President
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EXHIBIT INDEX
(a)(9) Press Release issued by Acquisition Corp. on December 4, 1997.
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EXHIBIT (a)(9)
FOR IMMEDIATE RELEASE
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Weiss, Peck & Greer, L.L.C. Contact
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Grace M. Protos
Vice President
MacKenzie Partners, Inc.
Tel: (212) 929-5500
ACQUISITION CORP.,
A CORPORATION FORMED BY
WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P.,
COMMENCES TENDER OFFER
NEW YORK, NY, December 4, 1997. Acquisition Corp., an affiliate of WPG Corporate
Development Associates V, L.P., filed today with the U.S. Securities and
Exchange Commission a Tender Offer Statement on Schedule 14D-1 to commence its
previously announced all-cash tender offer for all outstanding shares of ATC
Group Services Inc. (NASDAQ-NMS: "ATCS") at a price of $12 per share. The Board
of Directors of ATC has unanimously approved the offer and determined that the
terms are fair to, adequate and in the best interest of the company's
stockholders. Tender offer materials have been mailed to ATC stockholders.
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 affiliated funds with
$230 million of committed capital.
