Schedule 13D Amendment No. 11

-----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, UKfkq+CaGrpX7TyE5yQltZxFLogo7AAE4NrHrYPN8xmYTsC+aKJkDcnKmJ8rLveK uEz1DPIYZoM89Nql2wP5Zw== 0001193125-06-105621.txt : 20060509 0001193125-06-105621.hdr.sgml : 20060509 20060509170853 ACCESSION NUMBER: 0001193125-06-105621 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 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: 06821928 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 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 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 11 Schedule 13D Amendment No. 11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

AEGIS COMMUNICATIONS GROUP, INC.

(Name of Issuer)

Common Stock, $.01 par value per share

(Title of Class of Securities)

00760B105

(CUSIP Number)

Robert D. Denious

2000 Town Center

Suite 2450

Southfield, MI 48075

(248) 213-2000

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

May 8, 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 the 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746 (11-02)


CUSIP NO. 00760B105


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

	Questor Partners Fund II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) x
	(b) ¨
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)	¨


6.	Citizenship or Place of Organization

	Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		72,109,063
		8. Shared Voting Power

		3,898,944
		9. Sole Dispositive Power

		72,109,063
		10. Shared Dispositive Power

		3,898,944


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	76,008,007
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	6.6%
14.	Type of Reporting Person (See Instructions)

	PN

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CUSIP NO. 00760B105


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

	Questor Side-by-Side Partners II, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) x
	(b) ¨
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)	¨


6.	Citizenship or Place of Organization

	Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		2,778,867
		8. Shared Voting Power

		73,229,140
		9. Sole Dispositive Power

		2,778,867
		10. Shared Dispositive Power

		73,229,140


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	76,008,007
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	6.6%
14.	Type of Reporting Person (See Instructions)

	PN

Page 3


CUSIP NO. 00760B105


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

	Questor Side-by-Side Partners II 3(c)(1), L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) x
	(b) ¨
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)	¨


6.	Citizenship or Place of Organization

	Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		7. Sole Voting Power

		1,120,077
		8. Shared Voting Power

		74,887,930
		9. Sole Dispositive Power

		1,120,077
		10. Shared Dispositive Power

		74,887,930


11.	Aggregate Amount Beneficially Owned by Each Reporting Person

	76,008,007
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨


13.	Percent of Class Represented by Amount in Row (11)

	6.6%
14.	Type of Reporting Person (See Instructions)

	PN

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CUSIP NO. 00760B105

Item 1. Security and Issuer.

This Amendment No. 11 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 20, 1999 (as amended, the “Statement”) is filed with respect to 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 7880 Bent Branch Drive, Suite 150, Irving, Texas 75063.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

This Statement is being filed 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”).

The Filing Persons were formed to seek substantial long-term capital appreciation by investing capital in, and applying their turnaround, bankruptcy and management expertise to, underperforming, troubled and distressed companies and, overall, to special situations. The Filing Persons seek to make investments that can lead to sole or shared control or substantial influence over businesses through ownership of equity, debt (including loans and trade claims) or other securities capable of providing equity-like returns. The Filing Persons intend to leverage the capital employed with the management, turnaround, financial restructuring, crisis management and unique special situation capabilities of the Filing Persons’ managers and their affiliates.

The general partner of Questor Partners II is Questor General Partner II, L.P., a Delaware limited partnership (“QGP II”), whose sole business is to act as the general partner of Questor Partners II. The general partner of QGP II, Questor SBS II and Questor 3(c)(1) is Questor Principals II, Inc., a Delaware corporation (“Questor Principals”), whose sole business is to act as the general partner of QGP II, Questor SBS II and Questor 3(c)(1). Questor Management Company, LLC, a Delaware limited liability company (“Questor Management,” and, together with the Filing Persons, QGP II and Questor Principals, the “Questor Entities”) conducts the day-to-day management of the Filing Persons and other investment funds.

The controlling shareholder of Questor Principals and the ultimate controlling holder of membership interests of Questor Management is Jay Alix. Mr. Alix, Dean Anderson, Robert D. Denious, Michael Grindfors, John A. Janitz, Albert A. Koch, Wallace L. Rueckel and Dominick J. Schiano are the directors of Questor Principals (the “Questor Directors”). Mr. Alix and Mr. Janitz are the executive officers of Questor Principals and Questor Management, and Mr. Alix is the sole director of Questor Management.

Mr. Alix is the President and Chief Executive Officer and a Co-Managing Principal of Questor Principals and Questor Management. In addition, Mr. Alix is the founder and a

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CUSIP NO. 00760B105

principal of AlixPartners, LLC, a Delaware limited liability company (“AlixPartners”), a nationally-recognized turnaround and crisis management firm based in Southfield, Michigan. Mr. Janitz is a Co-Managing Principal of Questor Principals and Questor Management. Mr. Anderson, Mr. Denious, Mr. James E. Griffin, Jr., Mr. Grindfors, Mr. Koch, Mr. Rueckel and Mr. Schiano are Managing Directors of Questor Principals and Questor Management. Mr. Grindfors is the President and a Managing Director of AlixPartners. Mr. Koch is a Managing Director of AlixPartners. Each of the Questor Directors, other than Mr. Grindfors, is a citizen of the United States. Mr. Grindfors is a citizen of Sweden.

The principal offices of the Filing Persons, QGP II and Questor Principals are located at 103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19810. The principal offices of Questor Management and the business address of Mr. Alix, Mr. Anderson, Mr. Denious, Mr. Griffin, Mr. Janitz, Mr. Koch, Mr. Rueckel and Mr. Schiano are located at 2000 Town Center, Suite 2450, Southfield, Michigan 48075. The business address of Mr. Grindfors is 3rd Floor North, 20 Balderton Street, London W1K6TL United Kingdom.

During the last five years, none of the Questor Entities or the Questor Directors has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated in its entirety as follows:

(a) As of May 8, 2006, (1) Questor Partners II is the direct beneficial owner of 72,109,063 shares of Common Stock, (2) Questor SBS II is the direct beneficial owner of 2,778,867 shares of Common Stock and (3) Questor 3(c)(1) is the direct beneficial owner of 1,120,077 shares of Common Stock.

As of May 8, 2006, the Filing Persons, the Questor Entities and the Questor Directors may be deemed to own beneficially (i) 76,008,007 shares of Common Stock and (ii) 1,031,312,838 shares of Common Stock beneficially owned by Thayer and World Focus as of such date (Thayer’s and World Focus’ ownership being based solely on the latest Form 13D’s filed by such entities). Each of the Filing Persons, the Questor Entities and the Questor Directors disclaims beneficial ownership of shares beneficially owned by Thayer and World Focus.

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, Thayer and World Focus may be deemed to be acting as a group with regard to the Common Stock that is beneficially owned by each of the Filing Persons, Thayer and World Focus as a result of these persons being parties (including by assumption of rights) to the Stockholders Agreement, dated November 5, 2003, which Stockholders Agreement was previously filed as Exhibit 2 to Amendment No. 9 to the Statement on Schedule 13D, which was filed with the Commission on November 14, 2003. Effective October 26, 2005, Essar entered into an Assignment and

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CUSIP NO. 00760B105

Assumption Agreement with World Focus for the assumption of Essar’s rights, title and interests to the Stockholders Agreement. As a result, the Common Stock reported as beneficially owned by Thayer and World Focus 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 as of April 28, 2006 by the Company in its Annual Report on Form 10-K/A for the year ended December 31, 2005, the Questor Entities and the Questor Directors may be deemed to own beneficially 96.5% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. Each of the Filing Persons, the Questor Entities and the Questor Directors disclaims beneficial ownership of shares beneficially owned by Thayer and World Focus.

Item 5(c) is hereby amended by adding the following thereto:

(c) On May 8, 2006, (1) Questor Partners II sold 1,897,407 shares of Common Stock at $0.033 per share, (2) Questor SBS II sold 73,120 shares of Common Stock at $0.033 per share and (3) Questor 3(c)(1) sold 29,473 shares of Common Stock at $0.033 per share.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by adding the following thereto:

Agreement of Joint Filing among the Filing Persons, dated as of May 9, 2006.

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CUSIP NO. 00760B105

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: May 9, 2006

	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
	Title:	Managing Director

	QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership

	By:	Questor Principals II, Inc. Its General Partner

	By:	/s/ Robert D. Denious
	Title:	Managing Director

	QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership

	By:	Questor Principals II, Inc. Its General Partner

	By:	/s/ Robert D. Denious
	Title:	Managing Director

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CUSIP NO. 00760B105

EXHIBIT INDEX

1	Agreement of Joint Filing among the Filing Persons, dated as of May 9, 2006.

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EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

CUSIP NO. 00760B105

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 each agree that the Amendment No. 11 to the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.


Dated: May 9, 2006

	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
	Title:	Managing Director

	QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership

	By:	Questor Principals II, Inc. Its General Partner

	By:	/s/ Robert D. Denious
	Title:	Managing Director

	QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership

	By:	Questor Principals II, Inc. Its General Partner

	By:	/s/ Robert D. Denious
	Title:	Managing Director

END OF FILING

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