-----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, T7SFX7Vh3SFKBBExpR2xpq3Om+WZENGHtAUIlOXVzMEybFYp+8Eum4d8Dz+Jm/4H 8ye4zGzz1XbaAMhyGs2xhQ== 0000950123-01-000254.txt : 20010123 0000950123-01-000254.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950123-01-000254 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010111 GROUP MEMBERS: QUESTOR PARTNERS FUND II L P GROUP MEMBERS: QUESTOR SIDE BY SIDE PARTNERS II 3 C 1 LP GROUP MEMBERS: QUESTOR SIDE BY SIDE PARTNERS II LP 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: SEC FILE NUMBER: 005-47813 FILM NUMBER: 1506920 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 STANDARD INDUSTRIAL CLASSIFICATION: [] 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 y44159sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A2 (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 AEGIS COMMUNICATIONS GROUP, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE -------------------------------------- (Title of Class of Securities) 00760B105 (CUSIP Number) Robert D. Denious 4000 Town Center Suite 530 Southfield, MI 48075 Tel: (248) 213-2200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 31, 2000 (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: / /. 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR PARTNERS FUND II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X/ (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 DELAWARE 7 NUMBER OF SOLE VOTING POWER 49,341,142 SHARES 8 BENEFICIALLY SHARED VOTING POWER 36,611,010 OWNED BY 9 EACH SOLE DISPOSITIVE POWER 49,341,142 REPORTING 10 PERSON WITH SHARED DISPOSITIVE POWER 36,611,010 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,952,152 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR SIDE-BY-SIDE PARTNERS, II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X/ (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 DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 1,885,859 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 84,066,293 EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,885,859 PERSON WITH 10 SHARED DISPOSITIVE POWER 84,066,293 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,952,152 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / X/ (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 DELAWARE 7 NUMBER OF SOLE VOTING POWER 762,141 SHARES 8 BENEFICIALLY SHARED VOTING POWER 85,190,011 OWNED BY 9 EACH SOLE DISPOSITIVE POWER 762,141 REPORTING 10 PERSON WITH SHARED DISPOSITIVE POWER 85,190,011 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,952,152 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / / CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.2% 14 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5 ITEM 1. SECURITY AND ISSUER This Amendment No. 2 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on December 20, 1999 (as so amended, the "Statement") is filed with respect to the Common Stock, par value $0.01 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, Henry L. Druker, Michael D. Madden, Wallace L. Rueckel, Robert E. Shields and David M. Wathen are the directors of 6 Questor Principals (the "Questor Directors"). Mr. Alix and Mr. Shields are the executive officers of Questor Principals and Questor Management and are the directors of Questor Management. Mr. Alix is the President and Chief Executive Officer and a Principal of Questor Principals and Questor Management. In addition, Mr. Alix is the founder and a principal of Jay Alix & Associates, a nationally-recognized turnaround and crisis management firm based in Southfield, Michigan. Mr. Shields is the Chief Operating Officer and a Principal of Questor Principals and Questor Management. Mr. Druker, Mr. Madden, Mr. Rueckel and Mr. Wathen are Principals of Questor Principals and Questor Management. Each of the Questor Directors is a citizen of the United States. 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. Rueckel, Mr. Shields and Mr. Wathen are located at 4000 Town Center, Suite 530, Southfield, Michigan 48075. The business address of Mr. Druker and Mr. Madden is 9 West 57th Street, 34th Floor, New York, New York 10017. 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and supplemented by adding the following statement thereto: Amounts have been added to the investment value of the Series F Preferred, thereby increasing the number of shares of Common Stock into which the Series F Preferred is convertible (see Item 5 below). No additional funds or other consideration were required. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 (a) is hereby amended and restated in its entirety as follows: (a) As of December 31, 2000, the Questor Entities and the Questor Directors may be deemed to own beneficially (i) 51,989,142 shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred owned by the Filing Persons into Common Stock, subject to adjustment as provided in the Series F Certificate and (ii) 33,963,010 shares of Common Stock beneficially owned by Thayer as of such date (Thayer's ownership being based on advice received from Thayer). Questor Partners II is the direct beneficial owner of 44,368.849 shares of the Series F Preferred, which are convertible into 49,341,142 shares of Common Stock as of December 31, 2000. Questor SBS II is the direct beneficial owner of 1,695.814 shares of Series F Preferred, which are convertible into 1,885,859 shares of Common Stock as of December 31, 2000. Questor 3(c)(1) is the direct beneficial owner of 685.337 shares of Series F Preferred, which are convertible into 762,141 shares of Common Stock as of December 31, 2000. 7 The holders of the Series F Preferred have the right to convert such shares at any time prior to December 10, 2007, at the holder's option, into shares of Common Stock at a conversion price in effect at the time of conversion (the "Conversion Price"). There is an automatic $0.005 reduction in the Conversion Price per year for each of the first eight years after December 10, 1999. The Conversion Price is also subject to adjustment from time to time in the event of stock dividends or splits, the issuance of options, rights or warrants with exercise prices below the fair market value of the Common Stock, reclassifications, reorganizations, mergers, sales of assets or other events that would otherwise dilute the number of shares into which the Series F Preferred are convertible. If not already converted, the Series F Preferred will be automatically converted into shares of Common Stock on December 10, 2007. As of December 31, 2000, the Conversion Price was approximately $0.995. The maximum number of shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred into Common Stock is 51,989,142 as of December 31, 2000. Taking into account all of the automatic reductions in the Conversion Price that would take effect by December 10, 2007, but assuming no other potential adjustments to the Conversion Price or the investment value of the Series F Preferred, the maximum number of shares of Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred into Common Stock is 53,868,258 as of December 31, 2000. The Series F Preferred is entitled to receive dividends at the rate of 9.626% per annum. To the extent that dividends are not paid on any March 31, June 30, September 30 or December 31 of any year, all such amounts are added to the investment value of such shares. On December 31, 2000, because no dividend was declared or paid, an amount was added to the investment value of the Series F Preferred, which caused, together with the automatic reduction in the Conversion Price, the number of shares of Common Stock into which the Series F Preferred is convertible to increase between September 30, 2000 and December 31, 2000 by 1,292,470 (1,226,639 for the Series F Preferred directly owned by Questor Partners II; 46,884 for the Series F Preferred directly owned by Questor SBS II; and 18,947 for the Series F Preferred directly owned by Questor 3(c)(1)). 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 and Thayer may be deemed to be acting as a group with regard to the Common Stock that is beneficially owned by Thayer and the Common Stock that is beneficially owned by the Filing Persons as a result of the Filing Persons and Thayer being parties to the Stockholders Agreement (as defined in Item 4 above). As a result, the Common Stock reported as beneficially owned by Thayer 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 by the Company in the Company's Report on Form 10-Q for the quarter ended September 30, 2000, the Questor Entities and the Questor Directors may be deemed to own beneficially 72.2% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Joint Filing Agreement. 8 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: January 4, 2001 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 ------------------------------------------- QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious ------------------------------------------- QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious ------------------------------------------- 9 INDEX OF EXHIBITS 1. Joint Filing Agreement. EX-99.1 2 y44159ex99-1.txt JOINT FILING AGREEMENT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below. Dated: January 4, 2001 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 ------------------------------------------- QUESTOR SIDE-BY-SIDE PARTNERS II, L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious ------------------------------------------- QUESTOR SIDE-BY-SIDE PARTNERS II 3(C)(1), L.P. a Delaware limited partnership By: Questor Principals II, Inc. By: /s/ Robert D. Denious ------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----