-----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, WNcaoGPXqKxBVuDJCg5ukc2+JojhhaQMaJM78rmG6KfpipRQCamwA3sD2bgNXJus FtB3GQ80PVP+F28pARNoag== 0001144556-02-000022.txt : 20021230 0001144556-02-000022.hdr.sgml : 20021230 20021230172422 ACCESSION NUMBER: 0001144556-02-000022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021230 GROUP MEMBERS: AMALGAMATED GADGET, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCEPTER HOLDINGS INC CENTRAL INDEX KEY: 0001167376 IRS NUMBER: 75256175 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: STE 2975 CITY: FORT WORTH STATE: TX ZIP: 76102 MAIL ADDRESS: STREET 1: 800 BRAZOS STREET 2: STE 1100 CITY: AUSTIN STATE: TX ZIP: 78701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPECT COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000779390 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942974062 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-41090 FILM NUMBER: 02872557 BUSINESS ADDRESS: STREET 1: 1310 RIDDER PARK DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4083252200 MAIL ADDRESS: STREET 1: 1310 RIDDER PARK DRIVE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: ASPECT TELECOMMUNICATIONS CORP DATE OF NAME CHANGE: 19940218 SC 13D 1 aspectcommunications13d.htm ASCPECT COMMUNICATIONS CORPORATION SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13D**

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

Aspect Communications Corporation
(Name of Issuer)

Common Stock, Par Value $ .01 Per Share
(Title of Class of Securities)

04523Q102
(Cusip Number)

William Holloway
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 20, 2002
(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 which 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 [ ].

*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).

**The total number of shares of stock reported herein is 3,203,600, which constitutes approximately 6.0% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 53,038,378 shares outstanding.

<PAGE>

1.     Name of Reporting Person:

           Amalgamated Gadget, L.P.

2.     Check the Appropriate Box if a Member of a Group:

            (a) /   /

            (b) /   /

3.     SEC Use Only

4.     Source of Funds: OO (See Item 3)

5.     Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):

          /   /

6.     Citizenship or Place of Organization: Texas

                         7.     Sole Voting Power:  3,203,600 (1)
Number of
Shares
Beneficially      8.     Shared Voting Power:  -0-
Owned By
Each
Reporting         9.     Sole Dispositive Power:  3,203,600 (1)
Person
With
                        10.     Shared Dispositive Power:  -0-

11.     Aggregate Amount Beneficially Owned by Each Reporting Person:

           3,203,600

12.     Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:

            /   /

13.     Percent of Class Represented by Amount in Row (11): 6.0%

14.     Type of Reporting Person: PN
- --------------
(1)    The shares were purchased by Amalgamated Gadget, L.P. for and on behalf of R² Investments, LDC ("R²") pursuant to an Investment Management Agreement.  Pursuant to such Agreement, Amalgamated Gadget, L.P. has sole voting and dispositive power over the shares and R² has no beneficial ownership of such shares.

<PAGE>

Item 1.   SECURITY AND ISSUER.

     This statement relates to the Common Stock, par value $ .01 per share (the "Stock") of Aspect Communications Corporation (the "Issuer").  The principal executive offices of the Issuer are located at 1310 Ridder Park Drive, San Jose, California 95131.

ITEM 2.     IDENTITY AND BACKGROUND.

(a)  Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby files this Schedule 13D Statement on behalf of Amalgamated Gadget, L.P., a Texas limited partnership ("Amalgamated"), the "Reporting Person." Additionally, information is included herein with respect to the following persons (collectively, the "Controlling Persons"):  Scepter Holdings, Inc., a Texas corporation ("Scepter"), and  Geoffrey Raynor ("Raynor").  The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons."  The Item 2 Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be dee med to be an admission by the Item 2 Persons that such a group exists

(b)-(c)

Reporting Person

Amalgamated is a Texas limited partnership, the principal business of which is providing investment consulting services to third parties.  The principal address of Amalgamated, which also serves as its principal office, is City Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth, Texas 76102.

Controlling Persons

Pursuant to Instruction C to Schedule 13D of the Act, information with respect to the Controlling Persons is set forth below.  The principal address of each Controlling Person, which also serves as its principal office, is City Center Tower II, 301 Commerce Street, Suite 2975, Fort Worth, Texas 76102.

Scepter is a Texas corporation, the principal business of which is serving as the ultimate general partner of a group of investment entities located in Fort Worth, Texas, including Amalgamated Gadget, L.P., a Texas limited partnership.  Raynor is the sole shareholder, a director and the President of Scepter.

Raynor's principal occupation or employment is overseeing certain investment entities located in Fort Worth, Texas, including Scepter.

ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source and amount of the funds used or to be used by the Reporting Person to purchase the shares is set forth below.

REPORTING PERSON	SOURCE OF FUNDS	AMOUNT OF FUNDS
Amalgamated	Other	Not Applicable (1)

(1)  Amalgamated has not expended any of its funds for purchases of the Stock reported herein.  Amalgamated, however, expended $7,294,500.49 of the funds of R² to purchase the Stock.

ITEM 4.     PURPOSE OF TRANSACTION.

     The Issuer issued a press release on November 14, 2002, announcing a private placement (the "Vista Transaction") of convertible preferred stock to Vista Equity Fund II, L.P. ("Vista"). The Item 2 Persons believe the Vista Transaction does not sufficiently serve the interests of common shareholders. The Item 2 Persons believe the fairer way to raise capital for the Issuer is to let all shareholders of the Issuer participate in a rights offering of preferred stock on substantially the same terms as those offered to Vista, with the differences arising from the fact that the Vista Transaction is a dilutive private equity deal and the rights offering is a public rights offering.

     The Item 2 Persons believe that their proposed plan (the "Scepter Plan"), which is set forth in greater detail in a preliminary proxy statement first filed by Scepter with the Securities and Exchange Commission on December 11, 2002 will achieve this result by replacing the current board of directors with a temporary slate of directors that will (subject to their fiduciary duties under California law):

Serve temporarily only until the Issuer's next annual meeting, which will be called before the end of June 2003;
Waive his or her right to receive any cash, stock or options from the Issuer for serving as a director;
Terminate the Vista Transaction;
Seek nominations of one qualified person from each of the largest non-executive shareholders of the Issuer in descending order of share ownership until such time as a slate of six directors is proposed for election by the board at the next annual meeting of the Issuer; and
Effect a public rights offering for all shareholders to have the right to participate on substantially the same terms as the Vista Transaction, with the differences arising from the fact that the Vista Transaction is a dilutive private equity deal and the rights offering is a public rights offering that is only dilutive to shareholders who choose not to participate in the rights offering.

     Scepter is also willing to help the Issuer with bridge loans at libor + 100 basis points with no upfront fees if the rights offering is delayed beyond the end of June 2003 and by purchasing any unsubscribed shares in the rights offering.

     In furtherance of the foregoing, Scepter is urging shareholders to vote against the Vista Transaction at the Issuer's special meeting currently scheduled for January 21, 2003. Scepter also intends to call with other shareholders another special meeting to remove and replace the current Board of Directors of the Issuer (the "Board") with a new temporary Board that (subject to its members' fiduciary duties under California law) will take the actions set forth above and otherwise intends only to take such further actions during this interim period as are required by law or their fiduciary duties. If the Vista Transaction is nevertheless approved at the Issuer's special meeting and completed prior to Scepter's special meeting that Scepter intends to call with other shareholders with respect to the Scepter Plan, Scepter's special meeting and proposed rights offering would no longer make sense and Scepter would consequently not intend to proceed with its efforts to remov e and replace the current Board.

Depending on market conditions and other factors that the Reporting Person may deem material to its investment decision, the Reporting Person may purchase additional Stock in the open market or in private transactions.  Depending on these same factors, the Reporting Person may sell all or a portion of the Stock on the open market or in private transactions.

     Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.

ITEM 5.     INTEREST IN SECURITIES OF THE ISSUER.

(a)

Reporting Person

Amalgamated

Pursuant to an Investment Management Agreement with R², Amalgamated may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,203,600 shares of the Stock, which constitutes approximately 6.0% of the outstanding shares of the Stock.

Controlling Persons

Scepter

Because of its position as the sole general partner of Amalgamated, Scepter may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,203,600 shares of the Stock, which constitutes approximately 6.0% of the outstanding shares of the Stock.

Raynor

Because of his position as the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 3,203,600 shares of the Stock, which constitutes approximately 6.0% of the outstanding shares of the Stock.

To the best of the knowledge of the Reporting Person, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of the Stock.

(b)

Reporting Person

Amalgamated

Acting through its general partner, Amalgamated has the sole power to vote or to direct the vote and to dispose or to direct the disposition of an aggregate of 3,203,600 shares of the Stock.

Controlling Persons

Scepter

As the sole general partner of Amalgamated, Scepter has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,203,600 shares of the Stock.

Raynor

As the President and sole shareholder of Scepter, which is the sole general partner of Amalgamated, Raynor has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 3,203,600 shares of the Stock.

    (c)   During the last 60 days, the Reporting Person has purchased (P) and sold (S) shares of the Stock in open market transactions over the counter as follows:

DATE	NUMBER OF SHARES PURCHASED OR SOLD	PRICE PER SHARE
11/15/02	7,100(P)	$ 2.31
11/15/02	35,000(P)	$ 2.39
11/18/02	220,900(P)	$ 2.25
11/19/02	10,000(P)	$ 2.20
11/19/02	137,100(P)	$ 2.19
11/20/02	45,000(P)	$ 2.29
11/20/02	62,000(P)	$ 2.29
11/20/02	1,000,000 (S)	$ 3.12
11/25/02	25,000(P)	$ 2.72
12/02/02	900,000(P)	$ 3.21
12/02/02	100,000(P)	$ 3.21
12/03/02	1,625,000(P)	$ 3.21
12/04/02	12,000(P)	$ 2.72
12/04/02	25,100(P)	$ 2.75
12/05/02	54,400(P)	$ 2.73
12/06/02	20,000(P)	$ 2.56
12/06/02	1,000,000(P)	$ 2.40
12/09/02	50,000(P)	$ 2.37
12/09/02	120,000(P)	$ 2.33
12/09/02	500(P)	$ 2.26
12/09/02	600(P)	$ 2.26
12/10/02	50,000(P)	$ 2.30
12/11/02	1,625,000(P)	$ 2.30
12/12/02	98,200(P)	$ 2.29
12/13/02	5,000(P)	$ 2.40
12/16/02	95,100(P)	$ 2.40
12/17/02	25,300(P)	$ 2.38
12/18/02	46,400(P)	$ 2.22
12/19/02	45,100(P)	$ 2.23
12/19/02	20,000(P)	$ 2.20
12/20/02	134,400(P)	$ 2.24
12/20/02	20,000(P)	$ 2.25
12/20/02	556,100(P)	$ 2.15
12/20/02	75,000(P)	$ 2.24
12/23/02	35,000(P)	$ 2.25
12/23/02	5,000(P)	$ 2.25
12/23/02	35,000(P)	$ 2.27
12/24/02	42,600(P)	$ 2.42
12/26/02	4,300(P)	$ 2.33
12/27/02	35,100(P)	$ 2.37
12/30/02	7,300(P)	$ 2.40
12/30/02	12,500(P)	$ 2.40
12/30/02	31,500(P)	$ 2.45

     Except as set forth in this paragraph (c), to the best of the knowledge of the Reporting Person, none of the Item 2 Persons have effected any transactions in the Stock during the past 60 days.

     The Reporting Person affirms that no person other than those persons named in Item 2 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Stock owned by such Reporting Person.

     (e) Not applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
        RESPECT TO SECURITIES OF THE ISSUER.

Not Applicable.

ITEM 7.     MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 99.1 --Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith.

<PAGE>

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: December 30, 2002

AMALGAMATED GADGET, L.P.

By: Scepter Holdings, Inc.,
its general partner

By: /s/ William Holloway
William Holloway, Authorized Signatory

<PAGE> EXHIBIT INDEX

EXHIBIT DESCRIPTION

Exhibit 99.1 -- Power of Attorney pursuant to Rule 13d-1(k)(1)(iii), filed herewith.

EX-99.1 PWR OF ATTY 3 aspectcommunicationsexhibit.htm POWER OF ATTORNEY

Exhibit 99.1

1.     Power of Attorney.  Know all persons by these presents that each person whose signature appears below constitutes and appoints Dave Gillespie, Thomas W. Briggs, and Robin B. Connor, and each of them, as his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all reports filed pursuant to Sections 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Aspect Communications Corporation and any and all amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about th e premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

DATED:        December 30, 2002

AMALGAMATED GADGET, L.P.

By: Scepter Holdings, Inc.,
its general partner

By: /s/ William Holloway
      William Holloway, Authorized Signatory

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