SYKES ENTERPRISES INC
SC 13G/A, 1999-02-16
COMPUTER INTEGRATED SYSTEMS DESIGN
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)


                         Sykes Enterprises, Incorporated
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   871237-10-3
             -------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 1998
- --------------------------------------------------------------------------------
             (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)

                        |_|  Rule 13d-1(c)

                        |X|  Rule 13d-1(d)

* 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).


                        (Continued on following page(s))
                                Page 1 of 6 Pages



<PAGE>


CUSIP No. 871237-10-3




  1        NAME OF REPORTING PERSONS
           I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
           John H. Sykes

  2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A 
            GROUP (SEE INSTRUCTIONS)                                    (a) |_|
                                                                        (b) |_|

  3        SEC USE ONLY

  4        CITIZENSHIP OR PLACE OF ORGANIZATION
           United States of America

                               5      SOLE VOTING POWER
        NUMBER OF                     18,086,300 shares

          SHARES

       BENEFICIALLY            6      SHARED VOTING POWER
                                      0 shares

         OWNED BY

           EACH                7      SOLE DISPOSITIVE POWER
                                      18,086,300 shares

        REPORTING

          PERSON               8      SHARED DISPOSITIVE POWER
                                      0 Shares

           WITH

 9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            18,086,300 shares

10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
            CERTAIN SHARES (SEE INSTRUCTIONS)                                |_|
            Not applicable

11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
            43.63%

12          TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
            IN


                               Page 2 of 6 Pages

<PAGE>





CUSIP No. 871237-10-3



Item 1(a).    Name of Issuer:
              Sykes Enterprises, Incorporated
 
Item 1(b).    Address of Issuer's Principal Executive Offices:
              100 North Tampa Street, Suite 3900
              Tampa, Florida 33602
 
Item 2(a).    Name of Person Filing:
              John H. Sykes
 
Item 2(b).    Address of Principal Business Office or, if none, Residence:
              100 North Tampa Street, Suite 3900
              Tampa, Florida 33602
 
Item 2(c).    Citizenship:
              United States of America
 
Item 2(d).    Title of Class of Securities:
              Voting Common Stock, $0.01 par value
 
Item 2(e).    CUSIP Number:
              871237-10-3
 
Item 3.       If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b)
               or (c), check whether the person filing is a:
              Not applicable
 
Item 4.       Ownership
              (a)  Amount Beneficially Owned:  18,086,300 shares
              (b)  Percent of Class:  43.63%




                               Page 3 of 6 Pages

<PAGE>

CUSIP No. 871237-10-3



              (c)  Number of shares as to which such person has:

                  (i)   sole power to vote or to direct the vote:

                        18,086,300 shares

                  (ii)  shared  power  to vote or to direct the vote:

                        0 shares

                  (iii) sole power to dispose or to direct the disposition of:

                        18,086,300 shares

                  (iv)  shared power to dispose or to direct the disposition of:

                        0 shares

          John H.  Sykes is the  beneficial  owner of  18,086,300  shares of the
          common  stock  of  Sykes  Enteprises,  Incorporated.  Of such  shares,
          17,806,750  shares are owned by Mr. Sykes  through  Jopar  Investments
          Limited Partnership,  a North Carolina Limited Partnership  ("Jopar").
          Mr.  Sykes  is the sole  limited  partner  of  Jopar  and owns all the
          outstanding  capital  stock of Jopar's  sole  general  partner,  Jopar
          Investments,  Inc., a North Carolina  corporation.  Mr. Sykes owns the
          other  279,550  shares  through  various  trusts over which Mr.  Sykes
          retains sole voting and investment power.

Item 5.    Ownership of Five Percent or Less of a Class.
           Not applicable

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.
           Not applicable

Item 7.    Identification and Classification of the Subsidiary Which Acquired
           the Security Being Reported on By the Parent Holding Company.
           Not applicable

Item 8.    Identification and Classification of Members of the Group.
           Not applicable

Item 9.    Notice of Dissolution of Group.
           Not applicable



                               Page 4 of 6 Pages


<PAGE>


Item 10.   Certification.
           Not applicable



                               Page 5 of 6 Pages

<PAGE>

CUSIP No. 8711237-10-3


                                    SIGNATURE


          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.



February 16, 1999


/S/John L. Crites, Jr.
John L. Crites, Jr., attorney-in-fact
For John H. Sykes



*John L. Crites,  Jr. signs this document on behalf of John H. Sykes pursuant to
the power of attorney attached as Exhibit 1 to this Schedule 13G.


                               Page 6 of 6 Pages


                                POWER OF ATTORNEY



          KNOW ALL BY THESE PRESENTS,  that the undersigned  hereby  constitutes
and  appoints  each  of  Scott  J.  Bendert  and  John  L.  Crites,  Jr.  as the
undersigned's true and lawful attorney-in-fact to:

         1.       Execute for and on behalf of the  undersigned are Schedule 13D
                  and  Schedule  13G and any  amendments  thereto  and any other
                  documents,  instruments,  or schedules, all in accordance with
                  Regulation  13D of the  Securities  Exchange  Act of 1934,  as
                  amended;

         2.       Do and  perform  any and all  acts  for and on  behalf  of the
                  undersigned  which may be  necessary  or desirable to complete
                  the execution of any such Schedule 13D or Schedule 13G and the
                  timely   filing  of  such  schedule  with  the  United  States
                  Securities and Exchange  Commission  and any other  authority;
                  and

         3.       Take any other  action of any type  whatsoever  in  connection
                  with   the   foregoing   which,   in  the   opinion   of  such
                  attorney-in-fact,  may be of benefit to, in the best  interest
                  of,  or  legally  required  by  the   undersigned,   it  being
                  understood    that   the    documents    executed    by   such
                  attorney-in-fact on behalf of the undersigned pursuant to this
                  Power of Attorney shall be in such form and shall contain such
                  terms and conditions as such  attorney-in-fact  may approve in
                  his or her discretion.

         THE UNDERSIGNED HEREBY grants to each such  attorney-in-fact full power
and  authority  to do and  perform  all  and  every  act  and  thing  whatsoever
requisite, necessary, and proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully to all  intents  and  purposes  as such
attorney-in-fact  might or could do if  personally  present,  with full power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact  or his or her substitute or  substitutes  shall lawfully do or
cause to be done by virtue of this Power of  Attorney  and the rights and powers
herein   granted.    The   undersigned    acknowledges    that   the   foregoing
attorneys-in-fact,   in  serving  in  such   capacity  at  the  request  of  the
undersigned,  are not  assuming  any of the  undersigned's  responsibilities  to
comply with Regulation 13D of the Securities Exchange Act of 1934.

         IN WITNESS  WHEREOF,  the undersigned has caused this Power of Attorney
to be executed effective as of this 15th day of February, 1999.



                                         /S/John H. Sykes
                                            Signature

                                            John H. Sykes
                                            Printed Name







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