SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 1, 1998
ATG INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation)
0-23781 94-2657762
(Commission File Number) (IRS Employer Identification No.)
47375 FREMONT BOULEVARD, FREMONT, CA 94538
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 490-3008
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 1, 1998, ATG Inc. (the "Company"), through its wholly-owned
subsidiary, ATG Nuclear Services, L.L.C., and through a 90% owned subsidiary,
ATG Catalytics, L.L.C., acquired certain assets and business lines from the
trustee (the "Trustee" or "Seller") for debtors under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Massachusetts - Case Nos. 97-21385-CJK through 97-21389-CJK. The assets and
business lines acquired were formerly owned by Molten Metal Technologies, Inc.
or its affiliates.
The assets purchased by ATG Nuclear Services, L.L.C. include substantially
all of the assets, contracts, licenses and permits associated with the Seller's
wet waste business based in Oak Ridge, Tennessee and a facility in Columbia,
South Carolina. The business lines acquired include: 1) on-site and off-site
treatment of radioactive liquids; 2) dewatering and volume reduction of spent
ion exchange resins; 3) solidification and volume reduction of sludges; 4)
rental of containers and shielded transportation equipment; and 5) the design
and sale of treatment, dewatering and volume reduction equipment. The acquired
assets include machinery and equipment, inventory, transportation equipment,
shielded containers, customer contracts, subcontracts and teaming agreements,
permits and licenses, intellectual property, furniture, computing equipment and
office equipment, accounts receivable and the Columbia, SC facilities, along
with rights to certain tradenames.
The assets purchased by ATG Catalytics, L.L.C. include substantially all of
the assets, contracts, licenses and permits associated with the Seller's
catalytic extraction processing business conducted substantially at Oak Ridge,
Tennessee. The acquired business comprises the treatment and ultimate disposal
of radioactively contaminated resins used at nuclear power plants. The acquired
assets include: 1) real estate, buildings, improvements and equipment located at
the Seller's Bear Creek Road facility in Oak Ridge, TN (the "Bear Creek
Facility"); 2) rights to an existing $1.6 million cash collateral account posted
in connection with decontamination and decommissioning costs related to the Bear
Creek Facility; 3) related permits and licenses; 4) office furniture and
computer equipment; 5) accounts receivable; 6) rights to enforce certain non-
compete agreements; 7) customer contracts, subcontracts and teaming agreements;
and 8) intellectual property related to the business.
The Company intends to operate the acquired businesses in the same
locations as had been employed by the Seller. It is anticipated that these
business lines will complement other waste processing services of the Company
currently provided in Richland, Washington. More particularly, the new business
lines expand the Company's business into the treatment of liquid wastes at
nuclear power facilities and the treatment of high activity resins. In
addition, certain acquired contracts and business relationships are expected to
expand the Company's presence overseas.
The purchase price included the payment of $10.5 million in cash at
closing, a commitment to pay an additional $1.0 million in cash one year from
the date of closing for
the wet waste business, and future payments of 5% of EBITDA of the resin
business acquired by ATG Catalytics, L.L.C., but not less than $800,000
annually, in each of the next five years. The purchase price was determined
through a bidding process with the Trustee selecting the highest qualified
bidder. The Company also had to meet the requirements of the Department of
Radiological Health of the State of Tennessee and regulatory requirements of the
State of South Carolina before the permits and licenses to operate could be
issued.
The Company purchased the assets and businesses through a combination of
cash, a term loan and line of credit borrowings. The Company paid cash of $2.0
million and borrowed $4.0 million under an unsecured term loan from its bank.
The loan must be repaid in three years and bears interest at the prime rate of
interest, currently 7.75%. The balance of the purchase price was provided by
borrowings under a revolving line of credit agreement with the same bank.
Concurrent with the closing, the bank line of credit was increased from $8.0
million to $9.5 million. Borrowings under the line of credit bear interest at
the prime rate of interest. The Company anticipates that these short-term
borrowings will be refinanced with longer term equipment loans and/or leases
with rates no less favorable than the current rates.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
a) and b). The financial statements of businesses acquired and pro forma
financial information required by this item will be filed by
amendment to this Form 8-K on or before February 14, 1999.
c). Exhibits
2.1 Final bankruptcy court bid dated November 13, 1998.
2.2 Form of letter agreement dated December 1, 1998 among the
purchasers and the Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ATG Inc.
(Registrant)
Dated : December 16, 1998 By: /s/ Steven J. Guerrettaz
-------------------------
Steven J. Guerrettaz
Vice President -- Chief Financial
Officer