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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. 3)
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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
<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 and
January 15, 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. 3.
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
(a)(10) Press Release Issued by Acquisition Corp. on January 22, 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 22, 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
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
Name: Wesley W. Lang
Title: President
ACQUISITION HOLDINGS, INC.
By: /S/ WESLEY W. LANG
Name: Wesley W. Lang
Title: President
ACQUISITION CORP.
By: /S/ WESLEY W. LANG
Name: Wesley W. Lang
Title: President
<PAGE>
EXHIBIT INDEX
(a)(10) Press Release issued by Acquisition Corp. on January 22, 1998.
<PAGE>
FOR IMMEDIATE RELEASE
Weiss, Peck & Greer, L.L.C.
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 22, 1998. Acquisition Corp., an affiliate of Acquisition
Holdings, Inc., 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 12:00 midnight, New York City time, on Wednesday, January 28, 1998.
Acquisition Corp. is extending its tender offer in order to obtain 90% of the
total outstanding shares and because financing for the transaction has not been
obtained at this time.
As of the close of business on Wednesday, January 21, 1998, 7,079,650 shares,
representing approximately 89.2% 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.
