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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. 7 - Final Amendment)
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ATC GROUP SERVICES INC.
(Name of Subject Company)
ACQUISITION CORP.
ACQUISITION HOLDINGS, INC.
WPG CORPORATE DEVELOPMENT
ASSOCIATES V, L.P.
WPG CORPORATE DEVELOPMENT
ASSOCIATES V (OVERSEAS), L.P.
(Bidders)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
0000020671
(CUSIP Number of Class of Securities)
Wesley W. Lang
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 Corp., Acquisition Holdings, Inc., WPG Corporate
Development Associates V, L.P. and WPG Corporate Development Associates V
(Overseas), L.P. hereby amend and supplement their Tender Offer Statement on
Schedule 14D-1, originally filed on December 4, 1997 and amended on December
5, 1997, January 15, 1998, January 22, 1998, January 28, 1998 and January 29,
1998 (the "14D-1"), 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, as set forth in this Amendment No. 7. Capitalized
terms not defined herein shall have the meanings assigned thereto in the
Offer to Purchase, attached as Exhibit (a)(1) to the 14D-1.
Item 6. Interest in Securities of the Subject Company
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The information set forth in the press release dated February
11, 1998, a copy of which is attached as Exhibit (a)(14), is incorporated
herein by reference.
Item 10. Additional Information
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The information set forth in the press release dated February
11, 1998, a copy of which is attached as Exhibit (a)(14), is incorporated
herein by reference.
Item 11. Material to be Filed as Exhibits
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(a)(14) Press Release Issued by Acquisition Corp. on
February 11, 1998.
<PAGE>
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: February 11, 1998
WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P.
By: WPG Private Equity Partners II, L.L.C.
Title: General Partner
By: /S/ WESLEY W. LANG
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Name: Wesley W. Lang
Title: Managing Member
WPG CORPORATE DEVELOPMENT ASSOCIATES V
(OVERSEAS), L.P.
By: WPG CDA V (Overseas), Ltd.
Title: General Partner
By: /S/ WESLEY W. LANG
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Name: Wesley W. Lang
Title: President
ACQUISITION HOLDINGS, INC.
By: /S/ WESLEY W. LANG
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Name: Wesley W. Lang
Title: President
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EXHIBIT INDEX
(a)(14) Press Release issued by Acquisition Corp. on February 11, 1998.
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<PAGE>
EXHIBIT (a)(14)
FOR IMMEDIATE RELEASE
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Weiss, Peck & Greer, L.L.C.
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Contact: Grace M. Protos
Vice President
MacKenzie Partners, Inc.
Tel: (212) 929-5500
ACQUISITION HOLDINGS, INC.,
ANNOUNCES COMPLETION OF MERGER
WITH ATC GROUP SERVICES INC.
NEW YORK, NY, February 11, 1998. Acquisition Holdings, Inc., an affiliate of WPG
Corporate Development Associates V, L.P. and WPG Corporate Development
Associates V (Overseas), L.P., announced today the completion of a merger
between its direct wholly owned subsidiary, Acquisition Corp., and ATC Group
Services Inc. as of 11:15 a.m. on Thursday, February 5, 1998.
All outstanding shares of ATC not previously purchased in Acquisition Corp.'s
tender offer were converted into the right to receive $12.00 per share in cash,
without interest, less applicable withholding tax. In addition, each holder of
options or warrants of ATC became entitled to receive, for each share formerly
issuable upon exercise of such options or warrants, the difference between
$12.00 and the exercise price per share of such options or warrants, without
interest, less applicable withholding tax, without any need to exercise such
options or warrants.
# # #
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.
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