-----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, IyenOmRB8oOT8W4nyJt4HIPai2mA6566n5P/3K73TdYrnH4RtPYSccLCaCrIrNpq YdNLIzeV3HMlNYW8jQXBwA== 0000950123-02-000107.txt : 20020413 0000950123-02-000107.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950123-02-000107 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020107 GROUP MEMBERS: QUESTOR SIDE BY SIDE PARTNERS II 3 (C)(1) L P GROUP MEMBERS: QUESTOR SIDE BY SIDE PARTNERS II L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AEGIS COMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0000778426 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752050538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47813 FILM NUMBER: 2502618 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: NATIONAL REFERENCE PUBLISHING INC DATE OF NAME CHANGE: 19880726 FORMER COMPANY: FORMER CONFORMED NAME: NRP INC DATE OF NAME CHANGE: 19920703 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 y56321a5sc13da.txt AEGIS COMMUNICATIONS GROUP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A5 (AMENDMENT NO. 5) 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) December 27, 2001 (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: / /. 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 57,431,475.22 SHARES 8 SHARED VOTING POWER BENEFICIALLY 38,898,098.20 OWNED BY 9 SOLE DISPOSITIVE POWER EACH 57,431,475.22 REPORTING 10 SHARED DISPOSITIVE POWER PERSON WITH 38,898,098.20 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,329,573.42 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.1% 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. 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 NUMBER OF 7 SOLE VOTING POWER SHARES 2,223,146.16 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 94,106,427.26 EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,223,146.16 PERSON WITH 10 SHARED DISPOSITIVE POWER 94,106,427.26 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,329,573.42 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.1% 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 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 NUMBER OF 7 SOLE VOTING POWER 894,773.04 SHARES 8 SHARED VOTING POWER BENEFICIALLY 95,434,800.38 OWNED BY 9 SOLE DISPOSITIVE POWER 894,773.04 EACH 10 SHARED DISPOSITIVE POWER REPORTING 95,434,800.38 PERSON WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,329,573.42 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.1% 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 ITEM 1. SECURITY AND ISSUER This Amendment No. 5 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on December 20, 1999 (as 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 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and supplemented by adding the following thereto: The principal offices of Questor Management and the business address of Mr. Alix, Mr. Rueckel, Mr. Shields and Mr. Wathen are located at 2000 Town Center, Suite 2450, Southfield, Michigan 48075. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and supplemented by adding the following thereto: The purchases of Common Stock described in Item 4 were made using cash funds provided by Questor Partners Fund II, L.P., a Delaware limited partnership ("Questor Partners II"), Questor Side-by-Side Partners II, L.P., a Delaware limited partnership ("Questor SBS II"), and Questor Side-by-Side Partners II 3(c)(1), L.P., a Delaware limited partnership ("Questor 3(c)(1)", and, together with Questor Partners II and Questor SBS II, the "Filing Persons"). ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and supplemented by adding the following thereto: The Filing Persons made the Recent Purchase (as hereinafter defined) for the purpose of increasing their investment in the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 (a) is hereby amended and restated in its entirety as follows: (a) As of January 4, 2002, the Questor Entities and the Questor Directors may be deemed to own beneficially (i) 57,466,036 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, (ii) 294,856.42 shares of Common Stock issuable upon conversion of the 7,002.84 shares of Series E Preferred owned by the Filing Persons into Common Stock, subject to adjustment as provided in the Series E Certificate, (iii) 2,788,502 shares of Common Stock and (iv) 35,780,179 shares of Common Stock beneficially owned by Thayer as of such date (Thayer's ownership being based on advice received from Thayer). Questor Partners II is the direct beneficial owner of 44,368.849 shares of the Series F Preferred, which are convertible into 54,539,078 shares of Common Stock as of January 4, 2002. Questor SBS II is the direct beneficial owner of 1,695.814 shares of Series F Preferred, which are convertible into 2,084,527 shares of Common Stock as of January 4, 2002. Questor 3(c)(1) is the direct beneficial owner of 685.337 shares of Series F Preferred, which are convertible into 842,431 shares of Common Stock as of January 4, 2002. 4 Questor Partners II is the direct beneficial owner of 6,569.13 shares of the Series E Preferred, which are convertible into 276,595.12 shares of Common Stock as of January 4, 2002. Questor SBS II is the direct beneficial owner of 314.83 shares of Series E Preferred, which are convertible into 13,255.92 shares of Common Stock as of January 4, 2002. Questor 3(c)(1) is the direct beneficial owner of 118.88 shares of Series E Preferred, which are convertible into 5,005.38 shares of Common Stock as of January 4, 2002. Questor Partners II is the direct beneficial owner of 2,615,802.10 shares of Common Stock as of January 4, 2002. Questor SBS II is the direct beneficial owner of 125,363.24 shares of Common Stock as of January 4, 2002. Questor 3(c)(1) is the direct beneficial owner of 47,336.66 shares of Common Stock as of January 4, 2002. 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 in effect at the time of conversion (the "Conversion Price"). There is an automatic $0.005 reduction in the Conversion Price per year for each of the first eight years 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. As of January 10, 2002, the Conversion Price was approximately $0.990. The maximum number of shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred into Common Stock is 57,466,036 as of January 10, 2002. Taking into account all of the automatic reductions in the Conversion Price that would take effect by December 10, 2007, 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 59,243,810 as of January 10, 2002. 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. 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 Company's Report on Form 10-Q for the quarter ended September 30, 2001, the Questor Entities and the Questor Directors may be deemed to own beneficially 76.1% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. Item 5(c) is hereby amended and supplemented by adding the following thereto: On December 27, 2001, the Filing Persons purchased (the "Recent Purchase") 2,788,502 shares of Common Stock at a per share purchase price of $0.17 (or an aggregate purchase price of $474,045.34) and 7,002.84 shares of Series E Preferred Stock, par value $0.01 per share (the "Series E Preferred"), of the Company at a per share purchase price of approximately $7.16 (or an 5 aggregate purchase price of $50,125.59) in a private transaction directly from ITC Services Company ("ITC"). ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended and supplemented by adding the following thereto: The Stock Transfer Letter, dated December 27, 2001, between ITC and Questor Management Company, LLC, on behalf of itself and various Questor funds that will acquire the Shares (as defined therein), sets forth certain terms and conditions of the Recent Purchase. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented by adding the following thereto: 1. Joint Filing Agreement. 2. Stock Transfer Letter 6 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: January 4, 2002 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 ------------------------------------------- 7 INDEX OF EXHIBITS 1. Joint Filing Agreement. 2. Stock Transfer Letter 8 EX-99.1 3 y56321a5ex99-1.txt JOINT FILING AGREEMENT EXHIBIT 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 these exhibits are attached is filed on behalf of each of them in the capacities set forth below. Dated: January 4, 2002 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 -------------------------------------------- 9 EX-99.2 4 y56321a5ex99-2.txt STOCK TRANSER LETTER EXHIBIT 2 December 27, 2001 STOCK TRANSFER LETTER Mr. William H. Scott, III President ITC Services Company 1239 O. G. Skinner Drive P.O. Box 510 West Point, GA 31833 RE: PURCHASE OF SHARES OF COMMON STOCK AND PREFERRED STOCK OF AEGIS COMMUNICATIONS GROUP, INC. (THE "COMPANY") Gentlemen: The undersigned intends to purchase, and ITC Services Company ("ITC") intends to sell, 2,788,502 shares of the Common Stock, par value $0.01 per share, of the Company at a per share purchase price of $0.17 (or an aggregate purchase price of $474,045.34) and 7,003.24 shares of the Series E Preferred Stock, $0.01 per share, of the Company at a per share purchase price of approximately $7.16 (or an aggregate purchase price of $50,128.39) (collectively, the "Shares"). In connection with such transaction, the signatories to this letter agreement represent, acknowledge and agree as follows: (a) each party has made its own investment decision concerning the transaction without reliance on any representation or warranty of, or advice from, the other party; (b) each party is a financially sophisticated investor and has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development and other relevant factors so as to be able to evaluate the risks and merits of its purchase or the sale, as the case may be, of the Shares and each of the undersigned is able financially to bear the risks thereof; (c) ITC acknowledges and understands that the undersigned has representatives on the board of directors and is one of the principal stockholders of the Company; (d) each party acknowledges and understands that the other party may possess material information not known to the other party that is relevant to the transaction (the "Information"), including without limitation (i) information received in connection with serving as a director and/or officer of the Company and (ii) information otherwise received from the Company on a confidential basis; 2 (e) each party has had access to such information regarding the business and finances of the Company and such other matters with respect to the Company as a reasonable person would consider in evaluating the transactions contemplated hereby; (f) each party has evaluated the merits and risks of purchasing or selling, as the case may be, the Shares on the terms set forth in this letter agreement, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such purchase or sale, as the case may be, is aware of and has considered the financial risks and financial hazards of purchasing or selling, as the case may be, the Shares on the terms set forth in this letter agreement and is, as the case may be, either (i) able to bear the economic risks of purchasing the Shares or (ii) willing to forego through such sales the potential for future economic gain that might be realized from the Shares; (g) each party agrees that the other party and its affiliates, principals, employees and agents shall have no liability whatsoever due to or in connection with such other party's use or non-disclosure of the Information; and (h) each party agrees hereafter to execute and deliver such further instruments and to do such further acts and things as may be required or useful to consummate the transactions contemplated hereby, including, without limitation, to transfer any certificates representing the Shares to and register such Shares in the name of the purchasers hereunder. If the provisions set forth above are agreeable to you, please so indicate by signing this letter agreement. Please return a copy by facsimile and the original by mail to the undersigned. Very truly yours, QUESTOR MANAGEMENT COMPANY, LLC, on behalf of itself and various Questor funds that will acquire the Shares By /s/ Dean Anderson ------------------------------------ Name: Dean Anderson Title: Managing Director ACCEPTED AND AGREED: ITC SERVICES COMPANY By /s/ William H. Scott, III --------------------------- Name: William H. Scott, III Title: President -----END PRIVACY-ENHANCED MESSAGE-----