<PAGE>
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):
AUGUST 27, 1999 (AUGUST 25, 1999)
AEGIS COMMUNICATIONS GROUP, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-14315 75-2050538
---------------- ---------------- -------------------
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
7880 BENT BRANCH DRIVE, SUITE 150, IRVING, TEXAS 75063
------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(972) 830-1800
<PAGE>
ITEM 5. OTHER EVENTS.
On August 26, 1999, Aegis Communications Group, Inc., a Delaware
corporation (the "Company"), issued a press release announcing that it had
entered into an agreement with Questor Partners Fund II, L.P. ("Questor")
whereby Questor and related funds have agreed to purchase $46.75 million of
newly issued senior voting convertible preferred stock of the Company. The
Company stated that proceeds from the investment would be used to reduce debt,
provide working capital to fund anticipated growth and possibly to redeem
previously issued preferred stock. The proposed transaction is subject to
shareholder, bank and regulatory approvals, the amendment of the Company's
charter in certain respects to facilitate Questor's investment, and other
customary terms and conditions. The Company stated that the transaction is
expected to be completed in the fourth quarter of 1999. The Press Release
announcing the agreement is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
99.1 Press Release dated August 26, 1999, relating to the
proposed sale of preferred stock to Questor
2
<PAGE>
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: August 27, 1999 AEGIS COMMUNICATIONS GROUP, INC.
By: /s/ Matthew S. Waller
--------------------------------
Matthew S. Waller
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
3
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
-------- -----------
99.1 Press Release dated August 26, 1999 relating to the proposed
sale of preferred stock to Questor
<PAGE>
Exhibit 99.1
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACTS AT AEGIS:
- ------------------
(972) 830-1800
Matthew S. Waller Chief Financial Officer
Scott D. Guffey Vice President - Finance, Mergers & Acquisitions and
Investor Relations
CONTACTS AT QUESTOR:
- --------------------
(212) 297-1599
Henry L. Druker Questor Management Company
(212) 371-2200
Harry Savage Robert Marston Corporate Communications, Inc.
QUESTOR TO INVEST $46.75 MILLION IN AEGIS
IRVING, TEXAS AND SOUTHFIELD, MICHIGAN-- August 26, 1999 -- Aegis Communications
Group, Inc. (Nasdaq: AGIS) and Questor Partners Fund II, L.P. ("Questor") today
jointly announced that Questor has signed a definitive agreement to purchase
$46.75 million of newly issued senior voting convertible preferred stock in
Aegis. Aegis anticipates that proceeds from Questor's investment will be used to
reduce debt and provide working capital to fund the Company's anticipated
growth, and may be used to redeem previously issued preferred stock.
The investment is the first announced by Questor Partners Fund II, an $860
million private equity fund established this year after the highly successful
Questor Partners Fund I became fully invested. Questor invests in
underperforming companies, special situations or companies that have yet to
realize their full potential.
Aegis Communications Group was established in July 1998 with the merger of ATC
Communications Group, Inc. and IQI, Inc., a portfolio company of Thayer Equity
Investors III, L.P. ("Thayer"), Aegis' largest shareholder.
John R. Birk, Chairman of Aegis, commented, "We are delighted that Questor has
decided to make this commitment to Aegis. This investment is a vote of
confidence in our ability to grow our business and improve operating results,
and in our strategy to position Aegis as an enhanced provider of inbound
customer service, outbound teleservices and marketing research."
(more)
<PAGE>
QUESTOR TO INVEST $46.75 MILLION IN AEGIS
PAGE 2 OF 4
Under the terms of the definitive agreement, which have been approved by the
Aegis board of directors, Questor will purchase $46.75 million of Aegis' newly
issued Series F Senior Voting Convertible Preferred Stock, which will be
convertible into Aegis Common Stock at a conversion price between $1.35 per
share and $1.66 per share. The conversion price is dependent upon Aegis'
calendar 1999 adjusted earnings before interest, taxes, depreciation and
amortization ("adjusted EBITDA"). The Series F Senior Voting Convertible
Preferred Stock pays a cumulative dividend of 9.63% per year, payable, at the
Company's option, either in cash or in kind. The Preferred Stock is redeemable
by the Company any time between years five and eight, and any shares that remain
outstanding after eight years automatically convert into Common Stock. The
Preferred Stock will carry certain preferences on dividends and liquidation and
the underlying shares of common stock will possess certain registration rights.
The Preferred Stock will vote on an as converted basis.
On an as converted basis, Questor will own approximately 30% of Aegis' fully
diluted shares outstanding, assuming a conversion price of $1.51 per share. In
conjunction with the definitive preferred stock purchase agreement, Questor and
Thayer have also executed a stockholders agreement, pursuant to which Questor
and Thayer will, among other things, each designate six of twelve seats on a
restructured Aegis Board.
The proposed transaction is subject to shareholder, bank and regulatory
approvals, the amendment of Aegis' charter in certain respects to facilitate
Questor's investment, and other customary terms and conditions, and is expected
to be completed in the fourth quarter of 1999.
Henry L. Druker, a principal at Questor, noted, "We are excited about the
opportunity to invest in Aegis and believe that this represents an opportunity
to acquire a meaningful interest in a company that offers significant unrealized
potential. We intend to focus on aligning operations for greatest efficiency
while growing and stabilizing the revenue base."
"With its site migration plan now complete, we continue to believe in Aegis'
growth and profitability prospects," said Frederic V. Malek, Chairman of Thayer.
"We are very pleased that a fund with Questor's operating resources and
capabilities has decided to join us as a partner in this investment."
(more)
<PAGE>
QUESTOR TO INVEST $46.75 MILLION IN AEGIS
PAGE 3 OF 4
Questor Management Company, based in Southfield, Michigan, manages the Questor
Partners Funds, which have more than $1 billion of committed equity capital. The
Funds' objective is to acquire significant positions in companies that are
underperforming, troubled, or have not met their owners' expectations, but offer
the potential for superior returns with the application of appropriate levels of
capital and turnaround or management expertise.
Questor Partner Fund I's portfolio includes AP Automotive Systems, Inc., Toledo,
Ohio; Channel Master, Inc., Smithfield, North Carolina; and Schwinn/GT Corp.,
Boulder, Colorado.
The Questor Partners Funds were founded by Jay Alix, founder of Jay Alix &
Associates, the nation's leading turnaround and crisis management firm, and Dan
Lufkin, co-founder of Donaldson, Lufkin & Jenrette. Other principals, in
addition to Druker, are Michael D. Madden, Wallace L. Rueckel and Robert E.
Shields.
Aegis Communications Group offers complete, integrated marketing services
including customer acquisition, customer care, and marketing research to leading
corporations. Aegis manages and operates a national network of client service
centers, employing more than 8,500 people and housing approximately 5,900
production workstations. Aegis' blue-chip client base includes American Express,
AT&T, BellSouth, First USA, Integrion Financial Network, Citibank Universal Card
Services, U S West Communications and Western Union, among others.
Based in Atlanta, Georgia, Aegis' Elrick & Lavidge division is recognized as one
of the premier custom marketing research firms in the United States. Established
in 1951, Elrick & Lavidge provides clients, representing a broad range of
industries, with customer satisfaction, quantitative and qualitative research,
and marketing services. Elrick & Lavidge's clients include American Century,
Compaq, Frito-Lay, Hallmark, 3M, and Procter & Gamble, among others.
Further information regarding Aegis and its services can be found on its
web-site at www.aegiscomgroup.com.
(more)
<PAGE>
QUESTOR TO INVEST $46.75 MILLION IN AEGIS
PAGE 4 OF 4
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, INCLUDING BUT NOT LIMITED TO: OBTAINING THE REQUISITE
SHAREHOLDER, BANK AND REGULATORY APPROVALS REQUIRED TO CONSUMMATE THE QUESTOR
EQUITY FINANCING; THE COMPANY'S RELIANCE ON CERTAIN MAJOR CLIENTS; REALIZING
COST REDUCTIONS AS A RESULT OF THE COMPANY'S SITE MIGRATION PLAN; THE SUCCESSFUL
COMBINATION OF ANTICIPATED REVENUE GROWTH WITH OPERATING EXPENSE REDUCTION TO
RESULT IN IMPROVED PROFITABILITY AND CASH FLOW; GOVERNMENT REGULATION AND TAX
POLICY; ECONOMIC CONDITIONS; COMPETITION AND PRICING; DEPENDENCE ON THE
COMPANY'S LABOR FORCE; RELIANCE ON TECHNOLOGY; TELEPHONE SERVICE DEPENDENCE; AND
OTHER OPERATIONAL, FINANCIAL OR LEGAL RISKS OR UNCERTAINTIES DETAILED IN THE
COMPANY'S SEC FILINGS FROM TIME TO TIME.
###
