-----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, I5m7LQZ7BI9jh4IWAoxM9OEUf+CBukgO1H6OjfwtdFTkFg2PmL+RvdcQbTFYyP2k 3GXtvesmPeaHHHw9x4u+pw== 0001104659-06-071721.txt : 20061106 0001104659-06-071721.hdr.sgml : 20061106 20061106170154 ACCESSION NUMBER: 0001104659-06-071721 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 GROUP MEMBERS: MARC J. LEDER GROUP MEMBERS: RODGER R. KROUSE GROUP MEMBERS: SUN CAPITAL SECURITIES ADVISORS, LP GROUP MEMBERS: SUN CAPITAL SECURITIES FUND, LP GROUP MEMBERS: SUN CAPITAL SECURITIES OFFSHORE FUND, LTD. GROUP MEMBERS: SUN CAPITAL SECURITIES, LLC 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44769 FILM NUMBER: 061191054 BUSINESS ADDRESS: STREET 1: 7277 WORLD COMMUNICATIONS DR CITY: OMAHA STATE: NE ZIP: 68122 BUSINESS PHONE: 4106595700 MAIL ADDRESS: STREET 1: 7277 WORLD COMMUNICATIONS DR CITY: OMAHA STATE: NE ZIP: 68122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCSF Equities, LLC CENTRAL INDEX KEY: 0001358623 IRS NUMBER: 202978626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: (561) 394-0550 MAIL ADDRESS: STREET 1: 5200 TOWN CENTER CIRCLE STREET 2: SUITE 470 CITY: BOCA RATON STATE: FL ZIP: 33486 SC 13D/A 1 a06-23067_2sc13da.htm AMENDMENT

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: February 28, 2009

 

SCHEDULE 13D

Estimated average burden hours per response. . 14.5

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Sitel Corporation

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

82980K107

(CUSIP Number)

 

Michael Kalb

SCSF Equities, LLC

5200 Town Center Circle, Suite 470

Boca Raton, Florida 33486

(561) 394 0550

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

 

November 3, 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.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
SCSF Equities, LLC

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2




 

CUSIP No.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Offshore Fund, Ltd.

 

 

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
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3




 

CUSIP No.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Fund, LP

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

4




 

CUSIP No.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities Advisors, LP

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5




 

CUSIP No.   

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Sun Capital Securities, LLC

 

 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

6




 

CUSIP No.   

 

 

1.

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

 

 

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
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

7




 

CUSIP No.   

 

 

1.

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

 

 

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
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0 (See Item 5)

 

8.

Shared Voting Power
2,991,700 (See Item 5)

 

9.

Sole Dispositive Power
0 (See Item 5)

 

10.

Shared Dispositive Power
2,991,700 (See Item 5)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,991,700 (See Item 5)

 

 

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)
4.0 %

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

8




Item 1.

Security and Issuer

 

 

Item 2.

Identity and Background

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 

Item 4.

Purpose of Transaction

 

 

This Amendment No. 4 hereby amends the Statement on Schedule 13D (the “Schedule 13D”) previously filed on October 23, 2006, as amended by Amendment No. 1 previously filed on October 26, 2006, as amended by Amendment No. 2 previously filed on October 27, 2006, as amended by Amendment No. 3 previously filed on November 2, 2006 by SCSF Equities, LLC, a Delaware limited liability company (“SCSF Equities”), Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands corporation (“Sun Offshore Fund”), Sun Capital Securities Fund, LP, a Delaware limited partnership (“Sun Securities Fund”), Sun Capital Securities Advisors, LP, a Delaware limited partnership (“Sun Advisors”), Sun Capital Securities, LLC, a Delaware limited liability company (“Sun Capital Securities”), Marc J. Leder (“Leder”) and Rodger R. Krouse (“Krouse”) (collectively, the “Reporting Persons”) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Sitel Corporation, a Minnesota corporation (the “Issuer”) as follows:

Item 5.

Interest in Securities of the Issuer

(a) - (b)         As of the date hereof, the Reporting Persons beneficially own and have sole power to vote and sole power of disposition over 2,991,700 shares of Common Stock of the Issuer, or approximately 4.0 % of the Issuer’s outstanding Common Stock.

(c)             The date of the transaction, the amount of securities involved and the price per share of Common Stock for all purchases and sales of Common Stock made by the Reporting Persons since the most recent filing on Schedule 13D are set forth on Exhibit A attached hereto.  Unless otherwise indicated on Exhibit A, all transactions were effected by SCSF Equities and were market purchases on the NASDAQ.

(e)             On November 3, 2006 the Reporting Persons ceased to be the beneficial owner of more than five percent of the Issuer’s outstanding Common Stock.

Item 6.

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

 

 

Item 7.

Material to Be Filed as Exhibits

Exhibit A           Transactions in the Common Stock of Issuer by Reporting Persons since the most recent filing on Schedule 13D

Exhibit B            Joint Filing  Agreement, dated November 6, 2006, by and among each of the Reporting Persons

 

9




 

SIGNATURES

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

Date:  November 6, 2006

 

SCSF Equities, LLC

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

Sun Capital Securities Offshore Fund, Ltd.

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Director

 

 

 

 

 

Sun Capital Securities Fund, LP

 

 

 

 

 

By:

Sun Capital Securities Advisors, LP

 

 

Its:

General Partner

 

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

Sun Capital Securities Advisors, LP

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

10




 

 

Sun Capital Securities, LLC

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc Leder

 

 

 

 

 

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Rodger Krouse

 

11




 

EXHIBIT A

Transactions in the Common Stock of Issuer by Reporting Persons since the most recent filing on Schedule 13D

 

Date of
Transaction

 

Number of shares of
Common Stock Sold

 

Price per share
of Common Stock

 

 

 

 

 

 

 

11/3/2006

 

1,00,000

 

$

4.30

 

 

12




 

EXHIBIT B

SCHEDULE 13D JOINT FILING AGREEMENT

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.

Date:  November 6, 2006

 

SCSF Equities, LLC

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

Sun Capital Securities Offshore Fund, Ltd.

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Director

 

 

 

 

 

Sun Capital Securities Fund, LP

 

 

 

 

 

By:

Sun Capital Securities Advisors, LP

 

 

Its:

General Partner

 

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

Sun Capital Securities Advisors, LP

 

 

 

 

 

By:

Sun Capital Securities, LLC

 

 

Its:

General Partner

 

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

13




 

 

Sun Capital Securities, LLC

 

 

 

 

 

By:

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc J. Leder

 

 

Its: Co-CEO

 

 

 

 

 

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Marc Leder

 

 

 

 

 

/s/ Justin Ishbia,

 

 

 

by power of attorney filed July 17, 2006

 

 

Name: Rodger Krouse

 

14



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