-----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, NFUnqc/GQvi9hBnw0M54Rn9djg2B342/JVFwtdNpAS/8ttM2eOfD/nTbKnOIo/XU +SeGuUNi2bWrUjT7P4NMaw== 0000950123-01-002015.txt : 20010307 0000950123-01-002015.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950123-01-002015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010305 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: 1561461 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 y46189a3sc13da.txt AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A3 (AMENDMENT NO. 3) 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) March 1, 2001 (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 SOLE VOTING POWER NUMBER OF 50,218,206 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 36,940,659 9 SOLE DISPOSITIVE POWER 50,218,206 10 SHARED DISPOSITIVE POWER 36,940,659 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,158,865 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5% 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. 1 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 7 SOLE VOTING POWER NUMBER OF 1,919,381 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 85,239,484 9 SOLE DISPOSITIVE POWER 1,919,381 10 SHARED DISPOSITIVE POWER 85,239,484 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,158,865 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5% 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. 2 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 SOLE VOTING POWER NUMBER OF 775,689 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 8 SHARED VOTING POWER 86,383,176 9 SOLE DISPOSITIVE POWER 775,689 10 SHARED DISPOSITIVE POWER 86,383,176 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,158,865 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 72.5% 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 5 ITEM 1. SECURITY AND ISSUER This Amendment No. 3 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and supplemented by adding the following thereto: It is expected that the potential purchases of Common Stock described in Item 4 would be made using cash funds provided 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"). ITEM 4. PURPOSE OF THE TRANSACTION Item 4 is hereby amended and supplemented by adding the following thereto: On March 1, 2001, Questor Management Company, LLC ("Questor Management"), which conducts the day-to-day management of the Filing Persons, delivered to the Board of Directors of the Company a letter, dated March 1, 2001 (the "Proposal Letter"), in which Questor Partners II and certain affiliated funds ("Questor") together with certain other principal stockholders (together, the "Acquisition Group") of the Company offered to purchase all of the outstanding public shares of Common Stock not already owned by the Acquisition Group for cash consideration of $1.00 per share. Thayer Equity Investors III, L.P. and certain affiliated funds are part of the Acquisition Group, and it is expected that certain other significant stockholders will also be members. Questor anticipates that upon completion of the proposed transaction, it would seek to cause the Company to be delisted from trading on the NASDAQ bulletin board and to cause deregistration of the Common Stock with the Securities and Exchange Commission. The proposal letter is attached to this Amendment No. 3 as Exhibit 1 and is incorporated into this Amendment No. 3 by reference in its entirety, and the description of the proposal letter herein is qualified in its entirety by reference thereto. On March 2, 2001, the Company issued a press release relating to the events described above. The press release is attached to this Amendment No. 3 as Exhibit 2 and is incorporated into this Amendment No. 3 in its entirety. There can be no assurance that the Acquisition Group and the Company will enter into a definitive merger agreement or that any of the conditions to the consummation of the transaction contemplated by such a merger agreement will be satisfied in a timely manner or at all or that the Acquisition Group will be able to negotiate satisfactory stockholder arrangements among themselves. 4 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 (a) is hereby amended and restated in its entirety as follows: (a) As of March 5, 2001, the Questor Entities and the Questor Directors may be deemed to own beneficially (i) 52,913,276 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) 34,245,589 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 50,218,206 shares of Common Stock as of March 5, 2001. Questor SBS II is the direct beneficial owner of 1,695.814 shares of Series F Preferred, which are convertible into 1,919,381 shares of Common Stock as of March 5, 2001. Questor 3(c)(1) is the direct beneficial owner of 685.337 shares of Series F Preferred, which are convertible into 775,689 shares of Common Stock as of March 5, 2001. 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 March 5, 2001, 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 52,913,276 as of March 5, 2001. 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 54,777,473 as of March 5, 2001. 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. 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) and as a result of Questor and Thayer Equity Investors III, L.P. and certain affiliated funds being members of the Acquisition Group described 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 72.5% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended. 5 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended and supplemented by adding the following thereto: Questor and Thayer Equity Investors III, L.P. and certain affiliated funds are members of the Acquisition Group described in Item 4 above. It is expected that certain other significant stockholders will also be members of the Acquisition Group. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented by adding the following thereto: 1. Proposal Letter, dated March 1, 2001, from Questor to the Board of Directors of Aegis Communications Group, Inc. 2. Press Release, dated March 2, 2001, of Aegis Communications Group, Inc. 3. Joint Filing Agreement. 6 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: March 5, 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 ------------------------------------------ 7 9 INDEX OF EXHIBITS 1. Proposal Letter, dated March 1, 2001, from Questor to the Board of the Directors of Aegis Communications Group, Inc. 2. Press Release, dated March 2, 2001, of Aegis Communications Group, Inc. 3. Joint Filing Agreement. 8 EX-99.1 2 y46189a3ex99-1.txt PROPOSAL LETTER 1 Exhibit 1 PROPOSAL LETTER [Letterhead of Questor] March 1, 2001 Board of Directors Aegis Communications Group, Inc. 7880 Bent Branch Drive, Suite 150 Irving, Texas Gentlemen: Thank you for the productive discussion yesterday at the Board meeting concerning our consideration of a possible acquisition of the publicly held common stock of the Company. Following those discussions, we have decided to formalize our proposal, and we are pleased to setout the specifics below. Questor Partners Fund II, L.P. and certain affiliated funds ("Questor"), together with certain other principal stockholders (together, the "Acquisition Group") of Aegis Communications Group, Inc. ("Aegis"), are pleased to offer to purchase all of the outstanding public shares of common stock of Corvette not already owned by the Acquisition Group (the "Public Shares"). Thayer Equity Investors III, L.P. and certain affiliated funds ("Thayer") are part of the Acquisition Group, and it is expected that certain other significant stockholders will also be members. The principal terms of our offer are as follows: 1. An entity owned by the Acquisition Group would purchase the Public Shares for cash consideration of $1.00 per share. It is expected that Questor will provide the financing for the transaction. It is also anticipated that Thayer and certain other significant stockholders would receive $10 million of cash in exchange for securities of Aegis held by such stockholders. 2. Consummation of the transaction would be subject to, among other things, (i) negotiation of satisfactory stockholder arrangements among the Acquisition Group, (ii) the satisfaction of all applicable regulatory requirements and (iii) other conditions customary for a transaction of this type, including negotiation of a definitive merger agreement and receipt of all material third-party consents. This proposal is not contingent upon third party financing, as we expect Questor to provide the funding for the transaction. We reserve the right to rescind or amend this offer at any time prior to satisfaction of all such conditions. 3. We anticipate that, upon completion of the transaction, we would seek to cause Aegis to be de-listed from trading on the NASDAQ bulletin board and to cause deregistration of the common stock with the Securities and Exchange Commission. We believe that our offer is fair to, and in the best interests of, Aegis and its public stockholders. The offered price of $1.00 per share represents a premium of 45.3% over the closing price of the 9 2 shares on March 1, 2001, and a premium of 42.3% over the average closing price for the week ending March 1, 2001. We understand that you may wish to deliberate on this offer through a special committee of independent directors and that such committee may wish to retain its own advisors to assist in those deliberations. While we are prepared to negotiate the terms and conditions of this proposed transaction with the special committee, please note that Questor is interested only in acquiring the publicly held shares, and is not interested in selling its interest in Aegis. We look forward to working expeditiously with the Board of Directors and the special committee on this proposal. Very truly yours, QUESTOR MANAGEMENT COMPANY By: /s/ Henry L. Druker ---------------------- Henry L. Druker Partner 10 EX-99.2 3 y46189a3ex99-2.txt PRESS RELEASE 1 Exhibit 2 PRESS RELEASE NEWS RELEASE CONTACTS AT THE COMPANY: (972) 830-1800 Hugh E. Sawyer: President and Chief Executive Officer Michael J. Graham: Executive Vice President and Chief Financial Officer AEGIS RECEIVES OFFER FROM ITS PRINCIPAL STOCKHOLDERS TO PURCHASE ALL OUTSTANDING SHARES OF COMMON STOCK IRVING, Texas, March 2, 2001 /PRNewswire/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS) ("Aegis") announced today that it has received an offer dated March 1, 2001, from an acquisition group made up of its principal stockholders for the purchase of all of the outstanding shares of common stock of Aegis not already owned by the acquisition group at a price of $1.00 per share in cash. Questor Partners Fund II, L.P. and certain affiliated funds ("Questor") are leading the acquisition group and are expected to provide the funding for the transaction. The acquisition group will include Thayer Equity Investors III, L.P. and certain affiliated funds ("Thayer") and is expected to include certain other significant stockholders. In recent Schedule 13D filings, Questor and Thayer indicated that in the aggregate they may be deemed to own beneficially 85,952,152 shares of Aegis, or approximately 72.2% of Aegis's shares. It is also anticipated that Thayer and certain other significant stockholders would receive approximately $10 million of cash in exchange for securities of Aegis held by such stockholders. The offer price of $1.00 per share represents a premium of 45.3% over the closing price of the shares on March 1, 2001, and a premium of 42.3% over the average closing price for the week ending on March 1, 2001. The offer is subject to the negotiation of satisfactory stockholder arrangements among the acquisition group and other customary terms, including negotiation of a definitive merger agreement and receipt of any material third-party consents. The offer was made to the Board of Directors of Aegis. It is expected that the Board will establish a special committee of independent directors to consider the offer. It is also expected that the special committee will engage its own financial advisor and legal counsel in connection with the transaction. Separately, Aegis is issuing a press release regarding its fourth quarter earnings today. Aegis Communications Group, Inc. is a leading integrated customer solutions provider of multi-channel customer relationship management and comprehensive marketing research including database management, analytical services and market intelligence to Fortune 500 and emerging e-commerce companies. Aegis recently introduced e.Care.plus(SM), a suite of Internet- based customer care services that provide enhanced customer response through client company web sites. Aegis blue-chip client list includes AT&T, American Express, BellSouth, Citibank, Verizon and other leading companies. Aegis manages and operates a national network of client service centers employing approximately 9,100 people and utilizing approximately 5,600 production workstations. Further information regarding Aegis and its services can be found on its web site at www.aegiscomgroup.com. Aegis' Elrick and Lavidge Marketing Research division (E & L), based in Atlanta, is recognized as one of the leading firms in consumer and business-to-business research. Established in 1951, E & L provides a broad range of corporate clients with state-of-the-science marketing research measuring customer satisfaction, likelihood of customer retention, point-of-sale research, full 11 2 service quantitative and qualitative research, segmentation and market structure and marketing services. E & L clients include Proctor & Gamble, America Online, American Century, Compaq, Hallmark and 3M, as well as e-business companies like Priceline.com. Further information regarding Elrick & Lavidge is available on its web site at www.elavidge.com. The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements." Terms such as "anticipates", "believes', "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks. 12 EX-99.3 4 y46189a3ex99-3.txt JOINT FILING AGREEMENT 1 Exhibit 3 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 these exhibits are attached is filed on behalf of each of them in the capacities set forth below. Dated: March 5, 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 ------------------------------------------ 13 -----END PRIVACY-ENHANCED MESSAGE-----