4 1 edgar.htm 4 Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Gerdelman, John W.

2. Issuer Name and Ticker or Trading Symbol
APAC Customer Services, Inc. (APAC)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
    Officer (give title below)          Other (specify below)

                                                  

(Last)      (First)     (Middle)

8304 Summerwood Drive
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
11/05/02

(Street)

McLean, VA 22102

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Non-Qualified Stock Option (right to buy)

$2.60

11/05/02

 

A

 

500

 

(1)

11/04/12

Common Stock

500

 

500

D

 

Explanation of Responses:

(1) Stock options granted pursuant to the APAC Customer Services, Inc. Second Amended and Restated 1995 Incentive Stock Plan. Subject to change in control of the Issuer, the options vest in three equal annual installments beginning on the first anniversary of the date of original grant and thereafter on each such anniversary date, and expire 10 years from the day prior to the date of original grant, unless earlier terminated pursuant to the terms of the Plan by reason of the termination of the Reporting Person's service as a director. The options include the right of the Reporting Person to surrender shares to the Issuer in order to pay the exercise price of an option.
  By: /s/ /Nanette H. Hoff, Attorney-in-Fact/
             John W. Gerdelman
**Signature of Reporting Person		 11/06/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

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 Number.

 

 
POWER OF ATTORNEY

The undersigned, John W. Gerdelman, hereby constitutes and appoints Linda R. Witte, Nanette H. Hoff, and
Gary S. Holter and each of them, as the undersigned's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the undersigned's name, place and stead,
to sign any and all SEC statements of beneficial ownership of securities on Forms 3, 4, and 5 as required
under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder as an officer and/or
director of APAC Customer Services, Inc. (the "Company"), and to file the same therewith, with the power and
authority to do and perform each act and thing requisite and necessary to be done under said Section 16(a), as
fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities and Exchange act of 1934.

A copy of this Power of Attorney shall be filed with the Securities and Exchange Commission.  The authorization
set forth above shall continue in full force and effect until the undersigned is no longer required to file Forms 3,
4 and 5 with respect to the Company's securities, unless earlier revoked by written instructions to the attorney-
in-fact.

Dated:  /March 28, 2001/

 /John W. Gerdelman/
Signature of Reporting Person

John W. Gerdelman
      Name

    Director
      Title