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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. 2)
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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 Holdings, Inc. and Acquisition Corp. hereby amend
and supplement their Tender Offer Statement on Schedule 14D-1, originally
filed on December 4, 1997 and amended on December 5, 1997 (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. 2. 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. At the request of the Staff of the Securities
and Exchange Commission, this Amendment No. 2 is being filed to add Parent
and the WPG Overseas Fund as signatories to the 14D-1, and to add each of the
WPG Fund and the WPG Overseas Fund as "bidders" for purposes of the Offer.
Introduction
------------
The Introduction of the 14D-1 is hereby amended by
replacing the penultimate sentence with the following
sentence:
"An affiliate of the WPG Fund, WPG Corporate
Development Associates V (Overseas), L.P., a Cayman
Islands exempted limited partnership (the "WPG
Overseas Fund"), will, on or prior to the Merger
referred to below, acquire approximately 13% of the
equity capital of Parent."
Item 10. Additional Information
-------------------------------
The first paragraph of Section 4 ("Acceptance For Payment
And Payment For Shares") of the Offer to Purchase is hereby
amended by replacing the first sentence with the following:
"Upon the terms and subject to the conditions of
the Offer (including, if the Offer is extended or
amended, the terms and conditions of any such
extension or amendment), the Offeror will accept for
payment and will pay for all Shares validly tendered
prior to the Expiration Date and not theretofore
withdrawn in accordance with Section 3 promptly after
the Expiration Date."
The seventh paragraph of Section 8 ("Certain Information
Concerning the Company") of the Offer to Purchase is hereby
amended by replacing the penultimate sentence with the
following:
"Neither Parent nor the Offeror assumes any
responsibility for the validity, reasonableness,
accuracy or completeness of the Projections."
The third, fourth, fifth and sixth paragraphs of Section 9
("Certain Information Concerning the WPG Fund, the WPG
Overseas Fund, Parent and the Offeror") of the Offer to
Purchase, incorporated by reference in Items 2, 3, 6, 7, 9 and
10 of the 14D-1, are hereby amended and restated in their
entirety as follows:
"The WPG Fund, a Delaware limited partnership, is
a private investment fund headquartered in New York.
The sole general partner of the WPG Fund is WPG
Private Equity Partners II, L.L.C., a Delaware
limited liability company ("WPG Partners II"). The
WPG Fund has committed capital of approximately $198
million, but has not committed to make any more than
$22 million available to the Parent to acquire the
Company. The offices of each of the WPG Fund and WPG
Partners II are located c/o Weiss, Peck & Greer,
L.L.C., One New York Plaza, 30th Floor, New York, New
York 10004. Set forth below is balance sheet data
with respect to the WPG Fund:
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<PAGE>
WPG Corporate Development Associates V, L.P.
Balance Sheet
November 30, 1997
ASSETS
Current Assets
Cash and Equivalents 1,524,579.96
Accounts Receivable 0.00
Committed Capital Receivable 499,783.40
Prepaid Management Fee 330,583.34
----------
Total Current Assets $2,354,946.70
Organizational Costs
Organizational Costs 346,240.00
Allow for Amort. Org. Costs (40,390.00)
-----------
Org. Costs, Net of Amortization $305,850.00
Equity Investments
Equity Investments 11,685,600.00
-------------
Total Equity Investments $11,685,600.00
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Total Assets $14,346,396.70
==============
LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Accounts payable 379,525.00
----------
Total Liabilities $379,525.00
Partners' Equity:
Contributed Capital 16,500,000.00
Income (loss) account (2,533,128.30)
Total partners' equity 13,966,871.70
-------------
Total liabilities and partners' equity $14,346,396.70
==============
"The WPG Overseas Fund, a Cayman Islands exempted limited
partnership, is a private investment fund headquartered in Grand
Cayman Islands, British West Indies. The general partners of the
WPG Overseas Fund are WPG Private Equity Partners II (Overseas),
L.L.C., a Delaware limited liability company ("WPG Partners II
(Overseas)"), and WPG CDA V (Overseas), Ltd., a Cayman Islands
limited corporation ("WPG CDA V (Overseas)"). The WPG Overseas
Fund has committed capital of approximately $30.8 million, but has
not committed to make any more than $3 million available to the
Parent to acquire the Company. The offices of each of the WPG
Overseas Fund and its general partners are located c/o BankAmerica
Trust and Banking Corporation (Cayman) Limited, BankAmerica House,
Fort Street, Georgetown, Grand Cayman Island, British West Indies.
Set forth below is balance sheet data with respect to the WPG
Overseas Fund:
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<PAGE>
WPG Corporate Development Associates V (Overseas), L.P.
Balance Sheet
November 30, 1997
ASSETS
Cash and Equivalents 351,807.78
Prepaid Advisory Fee 51,333.33
---------
Total Current Assets $403,141.11
Organizational Costs
Organizational Costs 53,760.00
Allow for Amortization (6,272.00)
----------
Org. Costs, Net of Amortization $47,488.00
Equity Investments
Equity Investments 1,814,400.00
Unrealized Appreciation (Depreciation) 0.00
----
Total Equity Investments $1,814,400.00
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Total Assets $2,265,029.11
=============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Accounts payable 108,781.67
----------
Total Liabilities $108,781.67
Partners' Capital:
Capital Account 2,600,000.00
Income (loss) account (443,752.56)
Total partners' capital 2,156,247.44
------------
Total liabilities and partners' capital $2,265,029.11
=============
"The name, citizenship, business address, present principal
occupation and material positions held during the past five years
of the (i) managing members of WPG Partners II and WPG Partners II
(Overseas) and (ii) the directors and executive officers of
Parent, the Offeror and WPG CDA V (Overseas) are set forth in
Annex I to this Offer to Purchase.
"The WPG Fund and the WPG Overseas Fund intend to offer certain
members of the management of the Company, which, once determined,
will include Nicholas J. Malino and Christopher P. Vincze, an
opportunity to acquire an equity interest in Parent or in the
Surviving Corporation. While general discussions have been held
with Messrs. Malino and Vincze, and it is expected that executive
and operating management will be offered equity ownership in an
aggregate amount of approximately $2.5 million, no decisions have
been made at this time, either as to the identity of the persons
who may be offered the opportunity to invest in Parent or in the
Surviving Corporation or as to the precise nature of any equity
interest such members of the Company's management may be offered.
If and to the extent members of the Company's management are given
the opportunity to, and do, invest in such equity, the equity
interests of the WPG Fund and the WPG Overseas Fund in Parent or
in the Surviving Corporation would be reduced on a pro rata
basis."
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<PAGE>
The second paragraph of Section 10 ("Source And Amount Of
Funds") of the Offer to Purchase, incorporated by reference in
Items 4 and 7 of the 14D-1, is hereby amended by replacing the
first and second sentence with the following:
"Parent and the Offeror estimate that the total
amount of funds required by the Offeror to (i)
purchase all of the Shares pursuant to the Offer and
finance the Merger Consideration, (ii) refinance
certain existing indebtedness of the Company, (iii)
pay fees and expenses incurred in connection with the
Offer and the Merger and (iv) provide additional
working capital for the Company will be approximately
$159.6 million. Of these funds, it is anticipated
that (i) approximately $32.5 million will be obtained
from a capital contribution (the "Parent
Contribution") to the Offeror by Parent, (ii) $20.0
million will be provided pursuant to a term loan
facility (the "Term Loan Facility"), the terms of
which are described below, (iii) approximately $100
million will be obtained from the proceeds of an
offering (the "Note Offering") of Senior Subordinated
Notes due 2008 of the Offeror (the "Notes") pursuant
to Rule 144A of the Securities Act, to become
obligations of the Surviving Corporation, the
anticipated principal terms of which are described
below, and (iv) cash on hand of $7.1 million.
"The Parent Contribution is expected to be
provided by (i) an equity investment of approximately
$19.5 million in the common stock of Parent by the
WPG Fund and the WPG Overseas Fund, (ii) an equity
investment of $0.5 million in the common stock of
Parent by Jackson National Life Insurance Company,
together with its affiliates (collectively, "JNL"),
(iii) the issuance of preferred stock of Parent, par
value $0.01, redeemable 2009, having an original
aggregate liquidation value of $10.0 million, and
accruing dividends through the issuance of additional
shares of preferred stock, at a compounded rate of
8.0% per annum (the "Parent Preferred Stock") and
warrants entitling JNL to purchase 6.0% of the shares
of Common Stock of Parent on a fully diluted basis
(the "Warrants" and collectively with the offering of
the Parent Preferred Stock, the "Preferred Stock
Offering," the terms of which are described below)
and (d) an equity investment of approximately $2.5
million in common stock of Parent by ATC management
and employees (including the economic value of Parent
employee stock options which will replace existing
ATC options). The Company will also have available to
it upon consummation of the Merger $30.0 million of
borrowings under a revolving credit facility to be
entered into upon consummation of the Offer (the
"Revolving Credit Facility"), the principal terms of
which are described below."
A new paragraph is added after the third paragraph of said
Section 10 of the Offer to Purchase, which reads as follows:
"The Preferred Stock Offering. Parent will issue
to JNL the Preferred Stock redeemable in 2009, having
an original liquidation value of $10.0 million and
accruing dividends through the issuance of additional
shares of Preferred Stock at a compounded rate of 8%
per annum. No mandatory redemption of the Preferred
Stock will occur prior to the repayment of the Notes
and the dividends accrued thereon and the Preferred
Stock will not be subject to any sinking fund.
Concurrently with the issuance of the Preferred
Stock, Parent will issue the Warrants to JNL
entitling JNL to purchase 6.0% of the shares of
Common Stock of Parent on a fully diluted basis. The
Warrants will be exercisable immediately upon
issuance at a nominal price and will be subject to
customary anti-dilution protection. The Preferred
Stock original liquidation value and accrued
dividends are payable in cash upon maturity. The
Preferred Stock will have other customary terms. In
connection with the Offer, Parent will contribute as
a capital contribution the proceeds from the issuance
of the Preferred Stock and Warrants to the Offeror to
effect the consummation of the Offer and the Merger."
5
<PAGE>
The first, second, third and fourth paragraphs of Section
11 ("Background Of The Offer, Past Contacts, Transactions or
Negotiations With The Company") of the Offer to Purchase,
incorporated by reference in Items 3, 5, 7, and 10 of the
14D-1, are hereby amended and replaced with the following:
"In April 1997, Nicholas J. Malino and Christopher
P. Vincze, each of whom is a Senior Vice President of
the Company, solely in their individual capacities
and without the approval or disapproval of the
Company's Board of Directors, began to solicit the
interest and advice of investment banking firms in a
possible transaction involving the Company. Messrs.
Malino and Vincze decided to pursue a transaction
because they desired a greater equity interest in the
Company and greater input in the management of the
Company's business. Between April and July of 1997,
Messrs. Malino and Vincze met with representatives of
approximately six investment banking firms. After
meeting with such firms, rather than retaining an
investment banking firm, Messrs. Malino and Vincze
determined to solicit directly the interest of equity
partners in a possible transaction.
"Between late July and September of 1997, Messrs.
Malino and Vincze met with representatives of
approximately seven leveraged buyout firms, including
the WPG Fund. Except as described below, discussions
with the leveraged buyout firms contacted by Messrs.
Malino and Vincze never advanced beyond preliminary
expressions of interest. During late July and August,
Messrs. Malino and Vincze had several meetings with
representatives of two leveraged buyout firms each of
which eventually showed some interest in making a
proposal for a transaction involving the Company.
Messrs. Malino and Vincze, in their individual
capacities and without the approval or disapproval of
the Company's Board of Directors, did not encourage
either of such firms to pursue a transaction because
they did not believe the price offered by either firm
would be sufficient for the buyout team to acquire
control of the Company and, with respect to one of
the firms, the proposal did not meet the expectations
of Messrs. Malino and Vincze for greater input in the
management of the Company's business. Although the
WPG Fund had not made its offer at the time Messrs.
Malino and Vincze received these two proposals, each
of the prices offered by the two firms was less than
the $12 price offered by the WPG Fund.
"On August 5, 1997, the management of the WPG Fund
received an inquiry, through Chadbourne & Parke LLP,
counsel to the WPG Fund, as to the interest of the
WPG Fund in meeting with Messrs. Malino and Vincze.
The WPG Fund expressed a willingness to meet with
Messrs. Malino and Vincze in their individual
capacities.
"Messrs. Malino and Vincze decided to encourage a
transaction between the Company and the WPG Fund, as
opposed to the other leveraged buyout firms they had
met with, because the WPG Fund appeared to be the
firm most prepared to bid aggressively for the
Company and meet the expectations of Messrs. Malino
and Vincze for greater input in the management of the
Company's business. In addition, the WPG Fund offered
Messrs. Malino and Vincze senior management positions
and an opportunity to purchase an equity interest in
the Company following the potential transaction.
"On September 3, 1997, Mr. Malino, in his
individual capacity and not as an officer of the
Company and without the approval or disapproval of
the Company's Board of Directors, contacted the
management of WPG Fund to engage in preliminary
discussions. Mr. Malino, in such capacity, and
management of the WPG Fund met on September 8, 1997
and on a number of days subsequent thereto to discuss
the Company's operations, strategy and prospects.
During this period and up until the execution of the
6
<PAGE>
Merger Agreement, the WPG Fund conducted due
diligence investigations. As it conducted its due
diligence investigation, the management of the WPG
Fund determined that the Company fit the WPG Fund's
investment criteria and would be a good investment.
The WPG Fund indicated, however, that it would not
proceed with a transaction unless it was confident
that the Company's major stockholders and Board of
Directors would support it.
"On September 19, 1997, Messrs. Malino and
management of the WPG Fund met with the Rubins, who,
in the aggregate, own approximately 24 percent of the
Shares on a fully diluted basis, and who are the
Chairman of the Board of Directors of the Company and
the President, Chief Executive Officer and director
of the Company, respectively, in their capacity as
stockholders of the Company. At the September 19,
1997 meeting, the Rubins (in their capacity as
stockholders) and management of the WPG Fund met to
negotiate the terms of a possible stockholders
agreement (the "Stockholders Agreement"), pursuant to
which, for a period of time ending upon the earlier
of the date of the consummation of the Merger and the
date that would be one year from the date of the
Stockholders Agreement, (i) the Rubins would grant
Parent an irrevocable proxy to vote that number of
the Rubins' Shares that equals 14.99 percent of the
outstanding Shares of the Company (the "Proxy
Shares") in favor of the potential transaction
contemplated by the WPG Fund, (ii) the Rubins would
give Parent the right to receive all consideration
above $12.00 per Share received by the Rubins with
respect to all of the Rubins' Shares and options or
other rights to acquire Shares in the event that the
Company is acquired by a party other than the WPG
Fund or its affiliates at a price above $12.00 per
Share, (iii) the Rubins would enter into severance
agreements on and as of the date of the Merger (which
severance agreements are more fully described in
Section 9), and (iv) Parent would negotiate a merger
agreement in good faith and use its commercially
reasonable efforts to consummate the Merger on
mutually acceptable terms. Messrs. Maline and Vincze,
in their individual capacities and not as officers of
the Company and without the approval or disapproval
of the Company's Board of Directors, were present at
the September 19, 1997 meeting but did not
participate in the discussions between the Rubins and
the WPG Fund.
"From September 22, 1997 through October 16, 1997,
a number of other meetings and telephone contacts
took place that involved various combinations of
Messrs. Malino and Vincze, the Rubins and the
management of the WPG Fund. During this period,
Messrs. Malino and Vincze acted in their individual
capacities and without the approval or disapproval of
the Company's Board of Directors and their role was
solely to provide the WPG Fund with information with
respect to the Company. At no time did Messrs. Malino
or Vincze negotiate or attempt to negotiate on behalf
of the Company nor were they authorized to do so.
"The Rubins, in their capacity as stockholders,
decided that the $12 price offered by the WPG Fund
was appropriate and, in light of the fact that they
desired to pursue other investment opportunities,
agreed to support, as stockholders, the WPG Fund's
offer."
The fifth paragraph of said Section 11 of the Offer to
Purchase is hereby amended by adding the following to the end
thereof:
"Prior to October 17, 1997, no inquiry, proposal or
offer regarding a potential transaction had been made
to the Company's Board of Directors or to any person
in such person's capacity as an officer of the
Company. Prior to October 17, 1997, with respect to
the contracts and proposals described above, Messrs.
Malino and Vincze and the Rubins acted in their
individual capacities without
7
<PAGE>
the approval or disapproval of the Company's Board of
Directors and did not discuss, negotiate or propose
any transaction on behalf of the Company."
A new paragraph is added after the sixth paragraph of said
Section 11 of the Offer to Purchase, which reads as follows:
"Approximately two weeks passed from the time of
the public announcement that a $12 bid had been made
to the Board of Directors of the Company until the
commencement of negotiations on the form of the
proposed merger agreement. During that time, despite
the fact that there were no "lock-ups" on the
Company, the Company did not receive any proposals
for an alternative transaction."
The sixth paragraph of said Section 11 of the Offer to
Purchase is hereby amended by replacing the tenth sentence
thereof with the following:
"The Special Committee took note of the fact that the
Rubins desired to terminate their investment in the
Company and that Messrs. Malino and Vincze wished to
assume a more significant role in the management of
the Company."
The sixth paragraph of said Section 11 of the Offer to
Purchase is hereby amended by adding the following to the end
thereof:
"The Special Committee negotiated to eliminate the
customary covenant prohibiting discussions with
potential acquirors to allow the Company to speak
with anyone making an "Acquisition Proposal" with
respect to the Company."
The ninth paragraph of said Section 11 of the Offer to
Purchase is hereby amended by replacing the last sentence
thereof with the following:
"At the November 26, 1997 meeting, the Special
Committee received the opinion of Lehman Brothers to
the effect that, as of the date of such opinion and
based upon and subject to the matters set forth in
such opinion, the consideration to be received by the
Company's stockholders pursuant to the Offer and the
Merger Agreement is fair to such stockholders from a
financial point of view. The Special Committee noted
that approximately five weeks had passed while the
pendency of a $12 transaction was public with no
executed merger agreement. The Special Committee also
took into account (i) the relaxation of the customary
"no shop" clause, (ii) its judgment that shopping the
Company could be highly detrimental to the morale of
the Company's managers and could possibly cause their
departure from the Company and (iii) the fact that
the Rubins (whose holdings equaled approximately 24%
of the Company's outstanding shares on a fully
diluted basis), also were supportive of the
transaction. The Special Committee, with the
assistance of Lehman Brothers, also reviewed the
recent trading prices for the Shares. The Special
Committee noted that the WPG Fund's offer did not
include a premium over either the trading price for
the Shares on October 16, 1997, the last full trading
day before public announcement of the WPG Fund's
offer, or the average trading price of the Shares
during the trading days between October 9, 1997 and
October 16, 1997. However, when compared to the
average trading price of the Shares from January 2,
1997 through October 16, 1997, the WPG Fund's offer
included a premium of 20.8%. For these reasons, the
Special Committee resolved to recommend to the full
Board of Directors that the Company enter into a
transaction with affiliates of the WPG Fund on the
terms set forth in the Merger Agreement and did not
recommend that the Company seek out other potential
acquirors."
8
<PAGE>
Additionally, said Section 11 of the Offer to Purchase is
hereby amended by adding the following to the end thereof:
"Following execution of the Merger Agreement, the
Company received a letter from one of its competitors
stating that if the transaction contemplated by the
Merger Agreement is not consummated, such competitor,
which the Company believes is approximately
one-eighth the size of the Company by revenue, would
be willing to acquire the Company at approximately
the same price as set forth in the Merger Agreement.
By its explicit terms, the letter is not an offer for
the Company that competes with the WPG Fund's offer
or even an inquiry that could reasonably lead to a
competitive offer. The Company has advised the
Special Committee and its legal and financial
advisors of the receipt of such letter.
"As discussed above, the Rubins have entered into
a Stockholders Agreement with Parent pursuant to
which the Rubins have among other things, (i) granted
Parent a proxy to vote 14.99% of the outstanding
Shares in favor of the Merger and the other
transactions contemplated by the Merger Agreement,
(ii) agreed not to cooperate in any way with any
person concerning any offer or proposal which is
reasonably likely to lead to a proposal to acquire
the Company and (iii) if a transaction involving the
Company with a person other than the WPG Fund is
consummated at a value greater than $12 per share,
pay to parent an amount equal to the total shares
held by the Rubins multiplied by the excess of the
value of such other transaction over $12 per share.
Under the terms of the Severance Agreements, if the
transaction with the WPG Fund is consummated the
Rubins each will be paid $1,550,000 upon their
resignation from the Company and $276,715 each of the
six calendar quarters thereafter. The Stockholders
Agreement and the Severance Agreements, therefore,
may cause the Rubins to have a conflict of interest
with respect to consummating a transaction with a
party other than the WPG Fund."
The first paragraph of Section 12 ("Purpose Of The Offer
And The Merger; Plans For The Company") of the Offer to
Purchase, incorporated by reference in Item 5 of the 14D-1, is
hereby amended by replacing the last sentence thereof with the
following:
"Further, the Offeror, Parent and the WPG Fund intend
that, from the date of the Merger, certain members of
the Company's management which, once determined, will
include Messrs. Malino and Vincze, will remain
employed by and serve as officers of the Company and
that such members of the Company's management will be
entitled to purchase equity in the Surviving
Corporation or the Parent."
The first paragraph of Section 15 ("Certain Conditions Of
The Offer") of the Offer to Purchase is hereby amended by
replacing the first clause of the second sentence thereof with
the following:
"Furthermore, notwithstanding any other term of the
Offer or the Merger Agreement, the Offeror shall not
be required to accept for payment or, subject as
aforesaid, to pay for any Shares not theretofore
accepted for payment or paid for, and may terminate
the Offer if, at any time on or after the date of the
Merger Agreement and before the Expiration Date, any
of the following conditions exists:"
The first paragraph of Section 16 ("Certain Legal Matters")
of the Offer to Purchase, incorporated by reference in Item 10
of the 14D-1, is hereby amended by replacing the last two
sentences thereof with the following:
9
<PAGE>
"On December 18, 1997, counsel for the defendants
were served with an amended Peters Complaint that
essentially makes the same allegations and seeks the
same relief as the original complaint. Also on
December 18, 1997, counsel for the defendants were
served with a Notice of Dismissal without prejudice
to the Richter action. The discovery process has
begun in the Peters action. The Company believes the
allegations contained in both Complaints are
meritless and, to the extent the actions proceed,
intends to defend both actions vigorously."
The biographical information for Steven N. Hutchinson set
forth in Section 1 ("Managing Members of WPG Partners II") of
Annex I to the Offer to Purchase, incorporated by reference in
Item 2 of the 14D-1, is hereby amended by replacing the first
full sentence thereof with the following:
"Steven N. Hutchinson was a principal of WPG, an
investment management company that sponsors the WPG
Fund and the WPG Overseas Fund, from 1993 until the
end of 1997."
Sections 4 ("Directors and Executive Officers of Parent")
and 5 ("Directors and Executive Officers of the Offeror") of
said Annex I to the Offer to Purchase, are hereby amended to
reflect the replacement of Steven N. Hutchinson as director
and President of both Parent and the Offeror, effective as of
December 31, 1997, by Wesley W. Lang.
10
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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: January 15, 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
11
