-----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, WGxy9pJMOOcoAu+xolhBfK6kOEYmOI+ZMiom4LqKjRwfttG45dJqmcx06Ub6idx5 GPfx8DHwlLg52969ZieDmg== 0001104659-06-061771.txt : 20060919 0001104659-06-061771.hdr.sgml : 20060919 20060919111222 ACCESSION NUMBER: 0001104659-06-061771 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060919 DATE AS OF CHANGE: 20060919 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: 061097216 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: World Focus CENTRAL INDEX KEY: 0001309221 IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 FRERE FELIX DE VALOIS STREET CITY: PORT LOUISE STATE: O4 ZIP: 0000000000 BUSINESS PHONE: 230-202-3000 MAIL ADDRESS: STREET 1: 10 FRERE FELIX DE VALOIS STREET CITY: PORT LOUISE STATE: O4 ZIP: 0000000000 SC 13D/A 1 a06-19784_1sc13da.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549



 

SCHEDULE 13D




Under the Securities Exchange Act of 1934
(Amendment No. 3)*

AEGIS COMMUNICATIONS GROUP, INC.

(Name of Issuer)

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

00760B105

(CUSIP Number)

 

Uday Gujadhur

World Focus

10, Frere Felix de Valois Street

Port Louis, Mauritius

+230 202 3000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 19, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




 

CUSIP No.   00760B105

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
World Focus

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Mauritius

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,087,997,075

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
1,087,997,075

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,087,997,075

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
94.84 (SEE ITEM 5)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2




 

Item 1.

Security and Issuer

This Amendment No. 3 (the “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on November 2, 2005, as amended by Amendment No. 1 filed on January 18, 2006 and Amendment No. 2 filed on April 4, 2006 (the “Schedule 13D”). The class of equity securities to which this statement on Schedule 13D (this “Statement”) relates is the common stock, par value $.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 8001 Bent Branch Drive, Irving, Texas 75063. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Items 3, 4 and 5 of Schedule 13D are hereby amended to include the following information:

Item 2.

Identity and Background

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following after the last paragraph thereof:

World Focus purchased 73,171,007 shares of Common Stock from Questor Partners Fund II, L.P., Questor side-by-Side Partners II, L.P. and Questor Side-by-Side Partners II 3(c)(I), L.P. on September 14, 2006 for an aggregate purchase price of $1,960,982.98, which has been financed out of a loan received by World Focus from its affiliate, Essar Infrastructure Holdings Limited.

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is hereby deleted in its entirety and the following substituted therefore:

World Focus intends to contribute all of the Common Stock it owns to its wholly-owned subsidiary, ACG Acquisition, Inc. (“ACG Acquisition”) in order to take the Company private. ACG Acquisition will conduct a “short-form” merger with and into the Company under Delaware General Corporation Law §253. with the Company surviving the merger as a wholly-owned subsidiary of World Focus. World Focus will then cause the Company to file a Form 15 (Certification of Termination of Registration of a Class of Security) with the Securities and Exchange Commission.

The short-form merger will enable World Focus to acquire all of the shares of the Commons Stock it does not already own, and will provide a source of liquidity to holders of the Company’s shares. As a result of the short-form merger, each share of Commons Stock not owned by ACG Acquisition will be converted into the right to receive $0.05 in cash.

For more information regarding the purpose of this transaction, see the Schedule 13E-3 of World Focus and ACG Acquisition, filed concurrently with this Schedule 13D.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby deleted in its entirety and the following substituted therefore:

(a) – (b) On September 14, 2006, World Focus acquired 73,171,007 shares of Common Stock of the Company, bringing the aggregate amount of Common Stock of the Company held by World Focus to 1,087,997,075 shares. Based on the 1,147,217,086 shares of Common Stock issued and outstanding as of September 14, 2006, World Focus beneficially owns approximately 94.84% of the outstanding Common Stock. World Focus has the sole power to vote and the sole power to dispose of all shares of the Common Stock beneficially owned by it.

(c) Except for the transactions described herein, there were no transactions effected in the past sixty days in this class of securities by World Focus.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

 

Item 7.

Material to Be Filed as Exhibits

 

 

 

3




Signature

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Date: September 19, 2006

 

 

 

 

 

WORLD FOCUS

 

 

 

 

 

By:

 

/s/    UDAY GUJADHUR

 

 

Name:

Uday Gujadhur

 

 

Title:

Authorised Signatory

 

 

4



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