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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 17, 1998 (December 17, 1998)
Aegis Communications Group, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 000-14315 75-2050538
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(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
7880 Bent Branch Drive, Suite 150
Irving, Texas 75063
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code:
(972) 830-1800
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ITEM 5. OTHER EVENTS.
On December 17, 1998, Aegis Communications Group, Inc. (the
"Registrant") issued the press release attached hereto as Exhibit 99.1, which
news release is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
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4.1 Rights Agreement between Aegis Communications Group, Inc. and Harris
Trust and Savings Bank dated December 16, 1998 (incorporated by
reference from the Company's Form 8-A filed with the Securities and
Exchange Commission on December 17, 1998).
99.1 News Release of Aegis Communications Group, Inc. dated December 17, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: December 17, 1998 AEGIS COMMUNICATIONS GROUP,
INC.
By: /s/ Matthew S. Waller
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Matthew S. Waller
CHIEF FINANCIAL OFFICER
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INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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<S> <C>
4.1 Rights Agreement between Aegis Communications Group, Inc. and Harris
Trust and Savings Bank dated December 16, 1998 (incorporated by
reference from the Company's Form 8-A filed with the Securities and
Exchange Commission on December 17, 1998).
99.1 News Release issued by Aegis Communications Group, Inc. dated December
17, 1998 (filed herewith).
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EXHIBIT 99.1
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACTS AT THE COMPANY:
(972) 830-1800
Matthew S. Waller Chief Financial Officer
Scott D. Guffey Vice President - Finance, Mergers & Acquisitions and
Investor Relations
AEGIS COMMUNICATIONS GROUP ADOPTS SHAREHOLDER RIGHTS PLAN
DALLAS AND LOS ANGELES -- December 17, 1998 -- Aegis Communications Group,
Inc. (Nasdaq NMS: AGIS), a leader in integrated marketing services, today
announced that its Board of Directors has adopted a Shareholder Rights Plan
in which Rights to purchase shares of a new series of preferred stock will be
distributed as a dividend, one Right per share, to owners of record of Aegis
Common Stock as of the close of business on December 28, 1998. The
distribution will not be dilutive nor will it change the way Aegis Common
Stock is traded.
Aegis' Board of Directors noted that the Plan is designed to require that any
potential acquiror seeking to obtain control of Aegis treat all Aegis
shareholders fairly and equally and to deter the use of coercive takeover
tactics. The Shareholder Rights Plan was not adopted in response to any
specific event nor is the Board aware of any acquisition offers for Aegis.
Upon becoming exercisable, each Right entitles holders to purchase one
one-thousandth of a share of Series D Junior Participating Preferred Stock,
par value $0.01 per share, for an exercise price of $7.50 per one
one-thousandth share. The Rights are not exercisable, however, until a
person or group acquires more than 20% of Aegis Common Stock or announces a
tender or exchange offer for more than 20% of the stock. If a person or
group acquires more than 20% of Aegis Common Stock (or certain other
specified events occur), the Rights become rights to receive, on exercise,
Common Stock with a value equal to two times the exercise price. This
benefit is not available, however, to any person who is defined as an
"Acquiring Person" under the Plan. Details of the Plan and the Rights are
outlined in a Form 8-K filing being made with the Securities and Exchange
Commission.
Aegis Communications Group offers complete, integrated marketing services
including customer acquisition, customer care, and marketing research to
leading corporations. The Company employs approximately 9,000 people and has
over 6,000 production
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workstations in its 26 client service centers and 10 marketing research
facilities. Aegis' blue-chip client base includes American Express, AT&T,
BellSouth, First USA, Integrion Financial Network (formerly Visa
Interactive), Procter & Gamble, Sony, Universal Card, U S West Communications
and Western Union, among others.
Established in 1951, the Company's Elrick & Lavidge ("E&L") division is
headquartered in Atlanta with office locations in Chicago, Kansas City, New
York, Dallas and San Francisco. E&L provides custom marketing research for
leading corporations in telecommunications and information technology,
financial services, consumer packaged goods, consumer durables, healthcare,
travel and leisure and other commercial, industrial and service sectors.
