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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. 5)
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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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<PAGE>
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 and January 28, 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. 5. 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 11. Material to be Filed as Exhibits
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(a)(12) Press Release Issued by Acquisition Corp. on
January 29, 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: January 29, 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
ACQUISITION CORP.
By: /S/ WESLEY W. LANG
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Name: Wesley W. Lang
Title: President
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<PAGE>
EXHIBIT INDEX
(a)(12) Press Release issued by Acquisition Corp. on January 29, 1998.
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<PAGE>
EXHIBIT (a)(12)
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 CORP.,
A CORPORATION FORMED BY
WPG CORPORATE DEVELOPMENT ASSOCIATES V, L.P.,
ANNOUNCES EXTENSION OF TENDER OFFER FOR ATC GROUP SERVICES INC.
NEW YORK, NY, January 29, 1998. Acquisition Corp., an affiliate of WPG Corporate
Development Associates V, L.P. and WPG Corporate Development Associates V
(Overseas), L.P., announced today that it is extending its $12 per share cash
tender offer, subject to the terms and conditions set forth therein, for all
outstanding shares of ATC Group Services Inc. common stock until 11:00 a.m., New
York City time, on Thursday, January 29, 1998. Acquisition Corp. is extending
its tender offer in order to finalize matters in connection with the closing of
the tender offer.
As of the close of business on Wednesday, January 28, 1998, 7,604,841 shares,
representing approximately 89.89% of the total outstanding shares of ATC Group
Services Inc., had been tendered and not withdrawn.
# # #
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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