SCHEDULE 13G

-----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, Ne/UF9Q6XUdYzgdzIancu6ve7HKW9E8Hyfm/iuqtUT4rcAWbpKj6DKgixQJpUWl6 8gR0Phubz6Tnk08FNOELbw== 0000892712-02-000140.txt : 20020414 0000892712-02-000140.hdr.sgml : 20020414 ACCESSION NUMBER: 0000892712-02-000140 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APAC CUSTOMER SERVICE INC CENTRAL INDEX KEY: 0000949297 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 362777140 STATE OF INCORPORATION: IL FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48518 FILM NUMBER: 02541076 BUSINESS ADDRESS: STREET 1: ONE PARKWAY N CTR STREET 2: STE 510 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8473744980 MAIL ADDRESS: STREET 1: ONE PARKWAY N CTR STREET 2: STE 510 CITY: DEERFIELD STATE: IL ZIP: 60015 FORMER COMPANY: FORMER CONFORMED NAME: APAC CORP DATE OF NAME CHANGE: 19950811 FORMER COMPANY: FORMER CONFORMED NAME: APAC TELESERVICES INC DATE OF NAME CHANGE: 19950915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALM WATERS PARTNERSHIP CENTRAL INDEX KEY: 0001144819 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 100 HERITAGE RESERVE CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 BUSINESS PHONE: 4143593337 MAIL ADDRESS: STREET 1: 100 HERITAGE RESERVE CITY: MENOMONEE FALLS STATE: WI ZIP: 53051 SC 13G/A 1 waters13g_apac.htm SCHEDULE 13G

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

APAC Customer Services, Inc.
(Name of Issuer)

Common Stock
Par Value $0.01 per Share

(Title of Class of Securities)

00185E106
(CUSIP Number)

December 31, 2001
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing in this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

13G

CUSIP No. 00185E106				Page 2 of 7 Pages
1	NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) Calm Waters Partnership 39-6220593
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin
Number of Shares Beneficially Owned by Each Reporting Person With		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,074,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,074,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,074,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2%
12	TYPE OF REPORTING PERSON PN

13G

CUSIP No. 00185E106				Page 3 of 7 Pages
1	NAME OF REPORTING PERSON/ I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only) Richard S. Strong
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
Number of Shares Beneficially Owned by Each Reporting Person With		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 3,074,000
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 3,074,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,074,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2%
12	TYPE OF REPORTING PERSON IN

13G

CUSIP No. 00185E106

Page 4 of 7 Pages

Item 1(a).	Name of Issuer
	APAC Customer Services, Inc.
Item 1(b).	Address of Issuer's Principal Executive Offices
	Six Parkway North Center Suite 400 Deerfield, Illinois 60015 USA
Item 2(a). Item 2(b). Item 2(c).	Name of Person Filing Address of Principal Business Office Citizenship
	Calm Waters Partnership (together with Richard S. Strong, the "Reporting Persons") c/o Richard S. Strong, General Partner 100 Heritage Reserve Menomonee Falls Wisconsin 53051 (414) 359-3400 A Wisconsin general partnership
	Richard S. Strong 100 Heritage Reserve Menomonee Falls Wisconsin 53051 (414) 359-3400 U.S. Citizen
	Calm Waters Partnership is a private investment fund owned by Mr. Strong and family members.

13G

CUSIP No. 00185E106

Page 5 of 7 Pages

Item 2(d).	Title of Class of Securities
	Common Stock Par Value $0.01 per Share.
Item 2(e).	CUSIP Number
	00185E106
Item 3.	If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: N/A
Item 4.	Ownership.
	(a)	Amount beneficially owned:
		See responses to Item 9 of the cover pages
	(b)	Percent of Class:
		See responses to Item 11 of the cover pages
	(c)	Number of shares as to which such persons have:
		(i)	Sole power to vote or to direct the vote: 0
		(ii)	Shared power to vote or to direct the vote: See responses to Item 6 of the cover pages.
		(iii)	Sole power to dispose or to direct the disposition of:
			0
		(iv)	Shared power to dispose or to direct the disposition of: See responses to Item 8 of the cover pages.
Item 5.	Ownership of Five Percent or Less of a Class.
	N/A

13G

CUSIP No. 00185E106

Page 6 of 7 Pages

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
	N/A
Item 8.	Identification and Classification of Members of the Group.
	N/A
Item 9.	Notice of Dissolution of Group.
	N/A
Item 10.	Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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: February 12, 2002	/s/ Richard S. Strong Richard S. Strong

	Calm Waters Partnership
Dated: February 12, 2002	By: /s/ Richard S. Strong Richard S. Strong General Partner

Page 7 of 7 Pages

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of APAC Customer Services, Inc., and that this Agreement be included as an Exhibit to such joint filing.

This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 12^th day of
February, 2002.

Dated: February 12, 2002	/s/ Richard S. Strong Richard S. Strong

	Calm Waters Partnership
Dated: February 12, 2002	By: /s/ Richard S. Strong Richard S. Strong General Partner

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