-----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, CjzN0gL/jkKVqIJoKFep80v/TpsIeqaW6X0ZSqTy+T3Su135YIcHy7gWGWOkM76I sVR2eX5pjfkul+lEjOzwXg== 0000943820-96-000009.txt : 19961209 0000943820-96-000009.hdr.sgml : 19961209 ACCESSION NUMBER: 0000943820-96-000009 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961206 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SITEL CORP CENTRAL INDEX KEY: 0000943820 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 470684333 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44769 FILM NUMBER: 96676861 BUSINESS ADDRESS: STREET 1: 13215 BIRCH ST STREET 2: SUITE 100 CITY: OMAHA STATE: NE ZIP: 68164 BUSINESS PHONE: 4024986810 MAIL ADDRESS: STREET 1: 13215 BIRCH ST STREET 2: SUITE 100 CITY: OMAHA STATE: NE ZIP: 68164 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KRUITHOF HENK P CENTRAL INDEX KEY: 0001028308 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: VIVIER HANQUET 10 STREET 2: 1390 GREZ DOICEAU CITY: BELGIUM BUSINESS PHONE: 0113210848170 MAIL ADDRESS: STREET 1: VIVIER HANQUET 10 STREET 2: 1390 GREZ DOICEAU CITY: BELGIUM SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SITEL CORPORATION (Name of Issuer) Common Stock, $.001 par (Title of Class of Securities) 82980K107 (CUSIP Number) HENK P. KRUITHOF VIVIER HANQUET 10 1390 GREZ DOICEAU BELGIUM 011-32-1084-8170 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 1996 (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(b)(3) or (4), check the following box / /. 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Henk P. Kruithof S.S./I.R.S. No. - not applicable 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* / / a / / 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 Netherlands NUMBER OF (7) SOLE VOTING POWER 10,309,956 SHARES BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY EACH (9) SOLE DISPOSITIVE 10,309,956 REPORTING POWER PERSON WITH (10) SHARED DISPOSITIVE -0- POWER 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,309,956 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% 14) TYPE OF REPORTING PERSON* IN 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Burmel Holding N.V. S.S./I.R.S. No. - not applicable 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / a / / 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 Netherlands Antilles NUMBER OF (7) SOLE VOTING POWER 8,472,006 SHARES BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY EACH (9) SOLE DISPOSITIVE 8,472,006 REPORTING POWER PERSON WITH (10) SHARED DISPOSITIVE -0- POWER 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,472,006 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.5% 14) TYPE OF REPORTING PERSON* CO 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Merit Group N.V. S.S./I.R.S. No. - not applicable 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP / / a / / 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 Belgium NUMBER OF (7) SOLE VOTING POWER 2,818,740 SHARES BENEFICIALLY (8) SHARED VOTING POWER -0- OWNED BY EACH (9) SOLE DISPOSITIVE 2,818,740 REPORTING POWER PERSON WITH (10) SHARED DISPOSITIVE -0- POWER 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,818,740 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% 14) TYPE OF REPORTING PERSON* CO SCHEDULE 13D All numbers in this statement have been adjusted to take into account a 2 for 1 forward stock split in SITEL Common Stock which occurred on October 21, 1996. Item 1 Security and Issuer: Common Stock, $.001 par SITEL Corporation 13215 Birch Street, Suite 100 Omaha, NE 68164 Item 2(a) Name of Persons Filing: Henk P. Kruithof Burmel Holding N.V. Merit Group N.V. This Statement is being filed on behalf of Henk P. Kruithof, Burmel Holding N.V., and Merit Group N.V. Henk P. Kruithof own 100% of the outstanding shares of Burmel Holding N.V. and approximately 65% of the outstanding shares of Merit Group N.V. and is therefore a beneficial owner of certain shares of SITEL Common Stock owned directly by Burmel Holding N.V. and Merit Group N.V. Item 2(b) Residence or Business Address: Henk P. Kruithof Vivier Hanquet 10 1390 Grez Doiceau Belgium Burmel Holding N.V. Address: CHUBCHUBIWEG 17 Curacao N.A. POB 3094 Organized in Netherlands Antilles Principal Business: holding company Merit Group N.V. Address: GOSSETAAN 54 Brussels, Belgium Organized in Belgium Principal Business: holding company Item 2(c) Present Principal Occupation and Employment: Henk P. Kruithof Chairman Mitre plc Merit House Timothy's Bridge Stratford-upon-Avon Warwickshire, U.K. CV37 9HY Principal business of Mitre plc: Teleservices. Item 2(d) Criminal Convictions During the Last Five Years (excluding traffic violations or similar misdemeanors): Not Applicable Item 2(e) Civil Proceedings During the Last Five Years Resulting in 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: Not Applicable. Item 2(f) Citizenship: Henk P. Kruithof - Netherlands Item 3 Source and Amount of Funds or Other Consideration: The reporting persons Burmel Holding N.V. and Merit Group N.V. acquired the SITEL Common Stock in exchange for all of their ordinary shares in Mitre plc pursuant to a Share Purchase Agreement dated June 6, 1996, as amended, between SITEL Corporation and the shareholders of Mitre plc (the "Share Purchase Agreement"). Item 4 Purpose of Transaction: The purpose of the acquisition of the SITEL Common Stock was to effectuate the acquisition of Mitre plc by SITEL Corporation. Reference is made to the summary descriptions of the Share Purchase Agreement and of certain ancillary agreements and documents contained under the captions "The Share Purchase Agreement" and "Certain Ancillary Agreements and Documents" on pages 23-28 of the Proxy Statement for a Special Meeting of Stockholders filed by SITEL Corporation on July 29, 1996. Such summary descriptions are qualified in their entirety by reference to the text of the referenced acquisition documents, which are incorporated herein by reference as exhibits. The acquisition of Mitre plc by SITEL Corporation occurred pursuant to the Share Purchase Agreement, which provided for the acquisition by SITEL Corporation of 100% of the ordinary shares of Mitre plc in exchange for 9,170,553 shares (18,341,106 shares post-split) of SITEL Common Stock issued to the Mitre selling shareholders. At the Closing, 10% of the shares of SITEL Common Stock issued to the Mitre selling shareholders was delivered to an escrow agent for deposit in accordance with the terms of an Escrow Agreement (the "Escrow Agreement"). The shares issued to the Mitre selling shareholders were not registered with the Securities and Exchange Commission. However, pursuant to a Registration Rights Agreement dated September 3, 1996 (the "Registration Rights Agreement"), SITEL Corporation agreed to register for public sale under the Securities Act of 1933 a part not to exceed, with respect to any individual Mitre selling shareholder, 30% of the SITEL Common Stock beneficially owned by such Mitre selling stockholder pursuant to the Share Purchase Agreement. Pursuant to the Share Purchase Agreement, the Board of Directors of SITEL Corporation is to nominate Henk P. Kruithof as a member of the SITEL Corporation Board of Directors and use all reasonable efforts to solicit proxies for the election of Mr. Kruithof to the Board until such time as Mr. Kruithof, directly or indirectly, beneficially owns, in the aggregate, less than 5.0 million of the outstanding shares of SITEL Common Stock, as adjusted for the stock split on October 21, 1996 and subject to adjustment for any further stock splits or other reclassifications. Item 5(a) Number of Shares Beneficially Owned and Percent of Class: Henk P. Kruithof 10,309,956 shares*, 17.6% of class *Includes 8,472,006 shares owned through Burmel Holding N.V. and 1,837,950 shares owned through Merit Group N.V. Burmel Holding N.V. 8,472,006 shares*, 14.5% of class *Directly owned Merit Group N.V. 2,818,740 shares*, 4.8% percent of class *Directly owned Item 5(b) Number of Shares as to Which There is Sole Power to Vote or to Direct the Vote, Sole Power to Dispose or to Direct the Disposition, or Shared Power to Dispose or to Direct the Disposition: Henk P. Kruithof (i) 10,309,956 shares with sole voting power (ii) -0- shares with shared voting power (iii) 10,309,956 shares with sole dispositive power (iv) -0- shares with shared dispositive power Burmel Holding N.V. (i) 8,472,006 shares with sole voting power (ii) -0- shares with shared voting power (iii) 8,472,006 shares with sole dispositive power (iv) -0- shares with shared dispositive power Merit Group N.V. (i) 2,818,740 shares with sole voting power (ii) -0- shares with shared voting power (iii) 2,818,740 shares with sole dispositive power (iv) -0- shares with shared dispositive power Item 5(c) Transactions in the Securities Effected During the Past 60 Days: Not applicable. Item 5(d) Any other Person Known to have the Right to Receive or the Power to Direct the Receipt of Dividends From, or the Proceeds From the Sale of, such Securities: Not applicable. Item 5(e) Date on Which the Reporting Person Ceased to be the Beneficial Owner of More than 5 Percent of the Class of Securities: Not applicable. Item 6 Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer: The information provided in response to Item 4 above is incorporated herein by reference. Item 7 Exhibits: * Exhibit A Amended and Restated Share Purchase Agreement dated June 6, 1996, regarding acquisition of Mitre plc (conformed copy including all amendments through closing) * Exhibit B Registration Rights Agreement dated September 3, 1996 between SITEL Corporation and certain stockholders of SITEL (conformed copy) * Exhibit C Escrow Agreement dated September 3, 1996 between SITEL Corporation, the Mitre selling stockholders, and Firstar Trust Company, as Escrow Agent (conformed copy) * Exhibit D Form of Investor Letter (conformed copy) * Exhibit E Deed of Covenant dated September 3, 1996 between SITEL Corporation and the Mitre selling stockholders (conformed copy) ** Exhibit F Proxy Statement for a Special Meeting of Stockholders ____________ * Incorporated by reference to the exhibits under numbers 2.4(a), 2.4(b), 2.4(c), 2.4(d) and 2.4(e), respectively, to SITEL Corporation's Form 8-K filed on September 18, 1996. ** The summary descriptions of the Share Purchase Agreement and of certain ancillary agreements and documents contained under the captions "The Share Purchase Agreement" and "Certain Ancillary Agreements and Documents" on pages 23-28 of the Proxy Statement filed by SITEL Corporation on July 29, 1996 are incorporated by reference. SIGNATURE 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. Date: October 29, 1996. /s/ Henk P. Kruithof Henk P. Kruithof SIGNATURE 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. Date: October 29, 1996. Merit Group N.V. /s/ Henk P. Kruithof By: Henk P. Kruithof Title: Director SIGNATURE 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. Date: October 29, 1996. Burmel Holding N.V. /s/ Henk P. Kruithof By: Henk P. Kruithof Title: Attorney INDEX TO EXHIBITS Page * Exhibit A Amended and Restated Share Purchase N/A Agreement dated June 6, 1996, regarding acquisition of Mitre plc (conformed copy including all amendments through closing) * Exhibit B Registration Rights Agreement dated N/A September 3, 1996 between SITEL Corporation and certain stockholders of SITEL (conformed copy) * Exhibit C Escrow Agreement dated September 3, N/A 1996 between SITEL Corporation, the Mitre selling stockholders, and Firstar Trust Company, as Escrow Agent (conformed copy) * Exhibit D Form of Investor Letter N/A (conformed copy) * Exhibit E Deed of Covenant dated September 3, N/A 1996 between SITEL Corporation and the Mitre selling stockholders (conformed copy) ** Exhibit F Proxy Statement for a Special Meeting N/A Stockholders ____________ * Incorporated by reference to the exhibits under numbers 2.4(a) and 2.4(b), respectively, to SITEL Corporation's Form 8-K filed on September 18, 1996. ** The summary descriptions of the Share Purchase Agreement and of certain ancillary agreements and documents contained under the captions "The Share Purchase Agreement" and "Certain Ancillary Agreements and Documents" on pages 23-28 of the Proxy Statement filed by SITEL Corporation on July 29, 1996 are incorporated by reference. -----END PRIVACY-ENHANCED MESSAGE-----