-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SBkE50UMUmfqNFZzOZnfGffLChn/kQZ15jPFX4CkrbinTcqTbLLm107rkW27xdY2 YiIsOBiHQmpzZclTOYOD8g== /in/edgar/work/0000950123-00-006451/0000950123-00-006451.txt : 20000712 0000950123-00-006451.hdr.sgml : 20000712 ACCESSION NUMBER: 0000950123-00-006451 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000711 GROUP MEMBERS: QUESTOR PARTNERS FUND II L P GROUP MEMBERS: QUESTOR SIDE-BY-SIDE PARTNERS FUND II 3(C)(1) LP GROUP MEMBERS: QUESTOR SIDE-BY-SIDE PARTNERS FUND II LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEGIS COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0000778426 STANDARD INDUSTRIAL CLASSIFICATION: [7389 ] IRS NUMBER: 752050538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47813 FILM NUMBER: 671124 BUSINESS ADDRESS: STREET 1: 7880 BENT BRANCH DRIVE STREET 2: SUITE 150 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9728301800 FORMER COMPANY: FORMER CONFORMED NAME: ATC COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19960930 FORMER COMPANY: FORMER CONFORMED NAME: NRP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL REFERENCE PUBLISHING INC DATE OF NAME CHANGE: 19880726 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: QUESTOR PARTNERS FUND II L P CENTRAL INDEX KEY: 0001101151 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 2482132200 MAIL ADDRESS: STREET 1: C/O ROBERT D DENIOUS ESQ STREET 2: 4000 TOWN CTR STE 530 CITY: SOUTHFIELD STATE: MI ZIP: 48075 SC 13D/A 1 sc13da.txt AMENDMENT #1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 AEGIS COMMUNICATIONS GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 00760B105 (CUSIP Number) Robert D. Denious 4000 Town Center Suite 530 Southfield, MI 48075 Tel: (248) 213-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 30, 2000 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / /. 2 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR PARTNERS FUND II, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY [ ] ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 46,787,963 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 34,991,360 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 46,787,963 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 34,991,360 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,779,323 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY [ ] ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 1,788,274 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 79,991,049 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,788,274 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 79,991,049 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,779,323 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 2 4 ________________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] ________________________________________________________________________________ 3 SEC USE ONLY [ ] ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 722,704 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY 81,056,619 OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 722,704 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 81,056,619 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,779,323 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* PN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 5 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on December 20, 1999 (as so amended, the "Statement") is filed with respect to the Common Stock, par value $0.01 per share (the "Common Stock"), of Aegis Communications Group, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and supplemented by adding the following statement thereto: Amounts have been added to the investment value of the Series F Preferred, thereby increasing the number of shares of Common Stock into which the Series F Preferred is convertible (see Item 5 below). No additional funds or other consideration were required. ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and supplemented by adding the following statement thereto: At the Annual Meeting of Stockholders of the Company held on May 4, 2000, the following six designees of the Filing Persons were elected to the Board of Directors of the Company: Mr. Druker, Mr. Wathen, Mr. Fitzsimmons, Mr. Denious, Mr. Anderson and Mr. Prokop. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 (a) is hereby amended and restated in its entirety as follows: (a) The Questor Entities and the Questor Directors may be deemed to own beneficially (i) 49,298,941 shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred owned by the Filing Persons into Common Stock, subject to adjustment as provided in the Series F Certificate and (ii) 32,480,382 shares of Common Stock beneficially owned by Thayer as reported by the Company in the Proxy Statement filed with the SEC on May 4, 2000 (the "Proxy Statement"). Questor Partners II is the direct beneficial owner of 44,368.849 shares of the Series F Preferred, which are convertible into 46,787,963 shares of Common Stock as of June 30, 2000. Questor SBS II is the direct beneficial owner of 1,695.814 shares of Series F Preferred, which are convertible into 1,788,274 shares of Common Stock as of June 30, 2000. Questor 3(c)(1) is the 4 6 direct beneficial owner of 685.337 shares of Series F Preferred, which are convertible into 722,704 shares of Common Stock as of June 30, 2000. The holders of the Series F Preferred have the right to convert such shares at any time prior to December 10, 2007, at the holder's option, into shares of Common Stock at a conversion price of $1.00, subject to certain adjustments (the "Conversion Price"). There is an automatic $0.005 reduction in the Conversion Price on each of the first eight anniversaries after December 10, 1999. The Conversion Price is also subject to adjustment from time to time in the event of stock dividends or splits, the issuance of options, rights or warrants with exercise prices below the fair market value of the Common Stock, reclassifications, reorganizations, mergers, sales of assets or other events that would otherwise dilute the number of shares into which the Series F Preferred are convertible. If not already converted, the Series F Preferred will be automatically converted into shares of Common Stock on December 10, 2007. The maximum number of shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred into Common Stock is 49,298,941 as of June 30, 2000. Taking into account all of the automatic reductions in the Conversion Price, but assuming no other potential adjustments to the Conversion Price or the investment value of the Series F Preferred, the maximum number of shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred into Common Stock is 51,353,064 as of June 30, 2000. The Series F Preferred is entitled to receive dividends at the rate of 9.626% per annum. To the extent that dividends are not paid on any March 31, June 30, September 30 or December 31 of any year, all such amounts are added to the investment value of such shares. On June 30, 2000, because no dividend was declared or paid, an amount was added to the investment value of the Series F Preferred, thereby increasing the number of shares of Common Stock into which the Series F Preferred is convertible by 1,152,317 (1,093,625 for the Series F Preferred directly owned by Questor Partners II; 41,799 for the Series F Preferred directly owned by Questor SBS II; and 16,893 for the Series F Preferred directly owned by Questor 3(c)(1)). The Questor Entities may be deemed to be acting as a group with regard to the Common Stock that is beneficially owned by the Filing Persons. The Questor Entities and Thayer may be deemed to be acting as a group with regard to the Common Stock that is beneficially owned by Thayer and the Common Stock that is beneficially owned by the Filing Persons as a result of the Filing Persons and Thayer being parties to the Stockholders Agreement (as defined in Item 4 above). As a result, the Common Stock reported as beneficially owned by Thayer may be deemed to be beneficially owned by the Questor Entities and the Questor Directors. In light of the foregoing, based on the number of shares of Common Stock reported as outstanding by the Company in the Proxy Statement, the Questor Entities and the Questor Directors may be deemed to own beneficially 71.3% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement. 5 7 SIGNATURES After reasonable 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: July 10, 2000 QUESTOR PARTNERS FUND II, L.P. a Delaware limited partnership By: Questor General Partner II, L.P. its General Partner By: Questor Principals II, Inc. its General Partner By: /s/ Robert D. Denious QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious 6 8 INDEX OF EXHIBITS 1. Joint Filing Agreement. 7 EX-99.1 2 ex99-1.txt JOINT FILING AGREEMENT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: July 10, 2000 QUESTOR PARTNERS FUND II, L.P. a Delaware limited partnership By: Questor General Partner II, L.P., its General Partner By: Questor Principals II, Inc. its General Partner By: /s/ Robert D. Denious QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious 8 -----END PRIVACY-ENHANCED MESSAGE-----