<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
December 10, 1999
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(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: / /.
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<PAGE> 2
SCHEDULE 13D
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CUSIP No. 00760B105
- ---------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 (a) / X /
GROUP* (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
NUMBER OF SOLE VOTING POWER
44,368,849
SHARES ---------------------------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
34,920,395
OWNED BY ---------------------------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
44,368,849
REPORTING ---------------------------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
34,920,395
- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
79,289,244
- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
70.8%
- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------------------
</TABLE>
*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.
<PAGE> 3
SCHEDULE 13D
- ---------------------
CUSIP No. 00760B105
- ---------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 (a) / X /
GROUP* (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
NUMBER OF SOLE VOTING POWER
1,695,814
SHARES ---------------------------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
77,593,430
OWNED BY ---------------------------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
1,695,814
REPORTING ---------------------------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
77,593,430
- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
79,289,244
- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
70.8%
- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------------------
</TABLE>
*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
<PAGE> 4
SCHEDULE 13D
- ---------------------
CUSIP No. 00760B105
- ---------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
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 (a) / X /
GROUP* (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
NUMBER OF SOLE VOTING POWER
685,337
SHARES ---------------------------------------------------------------------------------------
8
BENEFICIALLY SHARED VOTING POWER
78,603,907
OWNED BY ---------------------------------------------------------------------------------------
9
EACH SOLE DISPOSITIVE POWER
685,337
REPORTING ---------------------------------------------------------------------------------------
10
PERSON WITH SHARED DISPOSITIVE POWER
78,603,907
- --------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
79,289,244
- --------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
70.8%
- --------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------------------------------
</TABLE>
*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
<PAGE> 5
SCHEDULE 13D
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CUSIP No. 00760B105
- ---------------------
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (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 2. IDENTITY AND BACKGROUND
This Statement is being filed 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").
The Filing Persons were formed to seek substantial long-term capital
appreciation by investing capital in, and applying their turnaround, bankruptcy
and management expertise to, underperforming, troubled and distressed companies
and, overall, to special situations. The Filing Persons seek to make investments
that can lead to sole or shared control or substantial influence over businesses
through ownership of equity, debt (including loans and trade claims) or other
securities capable of providing equity-like returns. The Filing Persons intend
to leverage the capital employed with the management, turnaround, financial
restructuring, crisis management and unique special situation capabilities of
the Filing Persons' managers and their affiliates.
The general partner of Questor Partners II is Questor General Partner
II, L.P., a Delaware limited partnership ("QGP II"), whose sole business is to
act as the general partner of Questor Partners II. The general partner of QGP
II, Questor SBS II and Questor 3(c)(1) is Questor Principals II, Inc., a
Delaware corporation ("Questor Principals"), whose sole business is to act as
the general partner of QGP II, Questor SBS II and Questor 3(c)(1). Questor
Management Company, a Michigan corporation ("Questor Management", and together
with the Filing Persons, QGP II and Questor Principals, the "Questor Entities")
conducts the day-to-day management of the Filing Persons.
The controlling shareholder of Questor Principals and Questor
Management is Jay Alix. Mr. Alix, Henry L. Druker, Dan W. Lufkin, Michael D.
Madden, Wallace L. Rueckel, Robert E. Shields and David M. Wathen are the
directors of Questor Principals and Questor Management (the "Questor
Directors"). Mr. Alix and Mr. Shields are the executive officers of Questor
Principals and Questor Management.
Mr. Alix is the President and Chief Executive Officer and a Principal
of Questor Principals and Questor Management. In addition, Mr. Alix is the
founder and a principal of Jay
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SCHEDULE 13D
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CUSIP No. 00760B105
- ---------------------
Alix & Associates, a nationally-recognized turnaround and crisis management firm
based in Southfield, Michigan. Mr. Lufkin was a co-founder of Donaldson, Lufkin
& Jenrette and is currently a private investor and a Principal of Questor
Principals and Questor Management. Mr. Shields is the Chief Operating Officer
and a Principal of Questor Principals and Questor Management. Mr. Druker, Mr.
Madden, Mr. Rueckel and Mr. Wathen are Principals of Questor Principals and
Questor Management. Each of the Questor Directors is a citizen of the United
States. Each of the Questor Directors is also an officer of Questor Management
Company (Delaware), which was organized to act as the manager of investment
funds that are predecessors of the Filing Persons.
The principal offices of the Filing Persons, QGP II and Questor
Principals are located at 103 Springer Building, 3411 Silverside Road,
Wilmington, Delaware 19810. The principal offices of Questor Management and the
business address of Mr. Alix, Mr. Rueckel, Mr. Shields and Mr. Wathen are
located at 4000 Town Center, Suite 530, Southfield, Michigan 48075. The business
address of Mr. Druker and Mr. Madden is 575 Fifth Avenue, 21st Floor, New York,
New York 10017. The business address of Mr. Lufkin is 711 Fifth Avenue, Suite
401, New York, NY 10022.
During the last five years, none of the Questor Entities or the Questor
Directors has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Filing Persons obtained the aggregate $46,750,000 used to acquire
the 46,750 shares of Series F Senior Voting Convertible Preferred Stock (the
"Series F Preferred") through capital contributions by their partners. By
acquiring the Series F Preferred, which is convertible into Common Stock, the
Filing Persons acquired a beneficial interest in the Common Stock that is the
subject of this Statement.
ITEM 4. PURPOSE OF THE TRANSACTION
The Filing Persons acquired the Series F Preferred for the purpose of
making an investment in the Company.
The Filing Persons intend to review their investment in the Company
from time to time on the basis of various factors, including the Company's
business, financial condition, results of operations, prospects, general
economic and industry conditions, the securities markets in general
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SCHEDULE 13D
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CUSIP No. 00760B105
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and the markets for the Company's securities in particular, as well as other
developments and other investment opportunities. Based upon such review, the
Filing Persons will take such actions in the future as they may deem appropriate
in light of the circumstances existing from time to time. If the Filing Persons
believe that further investment in the Company is attractive, whether because of
the market price of the Company's securities or otherwise, they may acquire
Common Stock, Series F Preferred Stock and/or other securities of the Company
either in the open market or in privately negotiated transactions. Similarly,
depending on market and other factors, the Filing Persons may decide to dispose
of some or all of the Common Stock or Series F Preferred Stock or other
securities currently owned by them or otherwise acquired by them either in the
open market or in privately negotiated transactions.
The Filing Persons entered into the Series F Senior Voting Convertible
Preferred Stock Purchase and Registration Rights Agreement, dated as of August
25, 1999, as amended by a Letter Agreement, dated August 26, 1999, and by
Amendment No. 2, dated as of October 22, 1999 (as so amended, the "Purchase
Agreement"), by and among the Company, the Filing Persons, Thayer Equity
Investors III, L.P., a Delaware limited partnership ("Thayer Equity"), TC
Co-Investors, LLC, a Delaware limited liability company ("TC Co-Investors", and,
together with Thayer Equity, "Thayer"), ITC Services Company ("ITC"), Edward
Blank ("EB"), and trusts created by Edward Blank as both grantor and trustee
under Article Fourth of The Edward Blank 1995 Grantor Retained Annuity Trust,
dated December 29, 1995, a trust organized under the laws of New Jersey ("Blank
Trust", and, together with EB, "Blank"). At the closing under the Purchase
Agreement, on December 10, 1999, the Company issued 46,750 shares of Series F
Preferred to the Filing Persons pursuant to the Series F Preferred Stock
Certificate of Designation (the "Series F Certificate").
As a condition of the Purchase Agreement, the Filing Persons, Thayer,
ITC, Blank and Codinvest Limited, a British Virgin Island corporation
("Codinvest") entered into a Stockholders and Voting Agreement, dated as of
August 25, 1999 (the "Voting Agreement"). The Voting Agreement terminated on
December 10, 1999. At the closing under the Purchase Agreement, the Filing
Persons and Thayer entered into a Stockholders Agreement, dated as of December
10, 1999 (the "Stockholders Agreement"). In connection with the closing under
the Purchase Agreement, the Board of Directors of the Company adopted Amended
and Restated Bylaws (the "Amended and Restated Bylaws") of the Company, and the
Company filed certain amendments to its Certificate of Incorporation and to the
Series D and E Certificate of Designation.
The Stockholders Agreement provides that the Filing Persons and Thayer
are required to use their best efforts to vote all of their shares to elect and
continue in office twelve directors, six of whom are nominated by the Filing
Persons and six of whom are nominated by Thayer. The Stockholders Agreement and
the Amended and Restated Bylaws of the Company provide that each committee of
the Board will be constituted so that the number of designees of the Filing
Persons and the number of designees of Thayer on any such committee is as nearly
as possible in the same proportion as the number of designees of the Filing
Persons and Thayer on the entire Board of Directors. The Stockholders Agreement
and the Amended and Restated Bylaws of the Company also provide that certain
major decisions require the affirmative vote of not less than three-fourths
6
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SCHEDULE 13D
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CUSIP No. 00760B105
- ---------------------
of the directors of the Board of Directors. Such decisions include certain
change of control transactions.
At the Special Meeting of Stockholders of the Company held on December
10, 1999, the following six designees of the Filing Persons were elected to the
Board of Directors of the Company: Mr. Druker, Mr. Madden, Peter D. Fitzsimmons,
Robert D. Denious, Dean Anderson and Kevin J. Prokop. Mr. Fitzsimmons is a
principal of Jay Alix & Associates. Mr. Denious is a Managing Director of
Questor Management and Questor Principals. Mr. Anderson is a Vice President of
Questor Management and Questor Principals. Mr. Prokop is an Associate of Questor
Management.
All descriptions of the Purchase Agreement, the Series F Certificate,
the Amended and Restated Bylaws, the Voting Agreement and the Stockholders
Agreement contained in this Statement are qualified in their entirety by
reference to the Purchase Agreement (including the amendments thereto), the
Series F Certificate, the Amended and Restated Bylaws, the Voting Agreement and
the Stockholders Agreement, which are filed as Exhibits 1 through 7 hereto,
respectively, and are incorporated herein by reference.
Except as disclosed herein, none of the Questor Entities or the Questor
Directors has any plans or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of this
Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Questor Entities and the Questor Directors may be deemed to own
beneficially (i) 46,750,000 shares of Common Stock issuable upon conversion of
the 46,750 shares of Series F Preferred owned by the Filing Persons into Common
Stock, assuming a conversion price of $1.00 and subject to adjustment as
provided in the Series F Certificate and (ii) 32,539,244 shares of Common Stock
beneficially owned by Thayer as reported by the Company in the Proxy Statement,
dated November 29, 1999 (the "Proxy Statement").
Of the 46,750 shares of Series F Preferred beneficially owned by the
Filing Persons, 44,368.849 (initially convertible into 44,368,849 shares of
Common Stock) are held by Questor Partners II, 1,659.814 (initially convertible
into 1,659,814 shares of Common Stock) are held by Questor SBS II, and 685.337
(initially convertible into 685,337 shares of Common Stock) are held by Questor
3(c)(1).
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
7
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SCHEDULE 13D
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CUSIP No. 00760B105
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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 Proxy Statement, the Questor
Entities and the Questor Directors may be deemed to own beneficially 70.8% of
the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
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 of $1.506, subject to certain
adjustments (the "Conversion Price"). The Conversion Price is to be adjusted to
the extent the Company's 1999 adjusted earnings before interest, taxes,
depreciation and amortization ("Adjusted EBITDA") is less than or more than
$17,000,000. Subject to certain limitations, Adjusted EBITDA means, for the year
ending December 31, 1999, the sum derived from adding the Company's net income
as set forth in its audited consolidated statement of operations for such period
and, subject to certain limitations, the amounts deducted in determining such
net income representing amortization, income taxes, interest expense,
depreciation, goodwill write-offs, restructuring charges, certain transaction
related expenses and certain other expenses as discussed in more detail in the
Series F Certificate. For each $500,000 (and/or fraction thereof) that the
Company's Adjusted EBITDA is greater than $17,000,000, the starting point for
the Conversion Price will be increased by $0.031; conversely, for each $500,000
the Company's Adjusted EBITDA is less than $17,000,000, the starting point for
the Conversion Price will be decreased by $0.031. There is a floor and ceiling
of $1.00 and $1.661, respectively, on the starting point for the Conversion
Price. The Company has indicated in its Proxy Statement that, based on the
Company's financial performance to date and the financial data currently
available to the Company, the Company believes that the starting point for the
Conversion Price is most likely to be $1.00. Additionally, there is an automatic
$0.005 reduction in the Conversion Price on each of the first eight
anniversaries 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. The maximum number of shares of Common Stock initially
issuable upon conversion of the 46,750 shares of Series F Preferred into Common
Stock, assuming a conversion price of $1.00 and subject to adjustment as
provided in the Series F Certificate, is 46,750,000.
(b) Each Filing Person has the sole power to vote or direct the vote
and to dispose or direct the disposition, or has the shared power to vote or
direct the vote and to dispose or to direct the disposition, of shares of Common
Stock beneficially owned by such Filing Person as indicated on pages 1 to 3
above.
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SCHEDULE 13D
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CUSIP No. 00760B105
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(c) The Filing Persons acquired 46,750 shares of Series F Preferred on
December 10, 1999 for $46,750,000, or $1,000 per share, pursuant to a private
offering. Other than as reported herein, no transactions in the Common Stock
have been effected by the Questor Entities or the Questor Directors during the
past 60 days.
(d) No person is known by any Filing Person to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of Common Stock beneficially owned by the Filing
Persons.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Stockholders Agreement provides that Thayer and the Filing Persons
must satisfy a "right of first offer" to the other prior to a transfer of
their shares to a third party. The Stockholders Agreement also provides that
the Filing Persons and Thayer will provide each other with certain "tag-along"
rights in the event of a sale or transfer of shares to a third party. The
Stockholders Agreement provides that the Filing Persons and Thayer are required
to use their best efforts to vote all of their shares to elect and continue in
office twelve directors, six of whom are nominated by the Filing Persons and six
of whom are nominated by Thayer as further described under Item 4 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Series F Senior Voting Convertible Preferred Stock Purchase and
Registration Rights Agreement, dated as of August 25, 1999, by and among
Aegis Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, ITC
Services Company, Edward Blank, and trusts created by Edward Blank as
both grantor and trustee under Article Fourth of The Edward Blank 1995
Grantor Retained Annuity Trust, dated December 29, 1995 (incorporated by
reference to Appendix A to the Proxy Statement of Aegis Communications
Group, Inc., filed with the Securities and Exchange Commission on
November 29, 1999).
2. Letter Agreement, dated August 26, 1999, among Aegis Communications Group,
Inc., Questor Partners Fund II, L.P., Questor Side-by-Side Partners II,
L.P., Questor Side-by-Side Partners II 3(c)(1), L.P., Thayer Equity
Investors III, L.P., TC Co-Investors, LLC, ITC Services Company, Edward
Blank, and trusts created by Edward Blank as both grantor and trustee
under Article Fourth of The Edward Blank 1995 Grantor Retained Annuity
Trust, dated December 29, 1995 (incorporated by reference to Appendix B
to the Proxy Statement of
9
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SCHEDULE 13D
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CUSIP No. 00760B105
- ---------------------
Aegis Communications Group, Inc., filed with the Securities and Exchange
Commission on November 29, 1999).
3. Amendment No. 2, dated as of October 22, 1999, by and among Aegis
Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, ITC
Services Company, Edward Blank, and trusts created by Edward Blank as
both grantor and trustee under Article Fourth of The Edward Blank 1995
Grantor Retained Annuity Trust, dated December 29, 1995 (incorporated by
reference to Appendix C to the Proxy Statement of Aegis Communications
Group, Inc., filed with the Securities and Exchange Commission on
November 29, 1999).
4. Series F Preferred Stock Certificate of Designation of Aegis
Communications Group, Inc. (incorporated by reference to Exhibit 3.3 of
the filing on Form 8-K of Aegis Communications Group, Inc., filed with
the Securities and Exchange Commission on December 20, 1999).
5. Amended and Restated Bylaws of Aegis Communications Group, Inc.
(incorporated by reference to Appendix E to the Proxy Statement of Aegis
Communications Group, Inc., filed with the Securities and Exchange
Commission on November 29, 1999).
6. Stockholders and Voting Agreement, dated as of August 25, 1999, Questor
Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor
Side-by-Side Partners II 3(c)(1), L.P., Thayer Equity Investors III,
L.P., TC Co-Investors, LLC, ITC Services Company, Edward Blank, trusts
created by Edward Blank as both grantor and trustee under Article Fourth
of The Edward Blank 1995 Grantor Retained Annuity Trust, dated December
29, 1995 and Codinvest Limited (incorporated by reference to Appendix H
to the Proxy Statement of Aegis Communications Group, Inc., filed with
the Securities and Exchange Commission on November 29, 1999).
7. Stockholders Agreement, dated as of December 10, 1999, among Aegis
Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P. and TC Co-Investors, LLC
(incorporated by reference to Exhibit 3.9 of the filing on Form 8-K of
Aegis Communications Group, Inc., filed with the Securities and Exchange
Commission on December 20, 1999).
8. Joint Filing Agreement.
10
<PAGE> 12
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: December 20, 1999
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
---------------------------------
11
<PAGE> 13
INDEX OF EXHIBITS
1. Series F Senior Voting Convertible Preferred Stock Purchase and
Registration Rights Agreement, dated as of August 25, 1999, by and among
Aegis Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, ITC
Services Company, Edward Blank, and trusts created by Edward Blank as
both grantor and trustee under Article Fourth of The Edward Blank 1995
Grantor Retained Annuity Trust, dated December 29, 1995 (incorporated by
reference to Appendix A to the Proxy Statement of Aegis Communications
Group, Inc., filed with the Securities and Exchange Commission on
November 29, 1999).
2. Letter Agreement, dated August 26, 1999, among Aegis Communications Group,
Inc., Questor Partners Fund II, L.P., Questor Side-by-Side Partners II,
L.P., Questor Side-by-Side Partners II 3(c)(1), L.P., Thayer Equity
Investors III, L.P., TC Co-Investors, LLC, ITC Services Company, Edward
Blank, and trusts created by Edward Blank as both grantor and trustee
under Article Fourth of The Edward Blank 1995 Grantor Retained Annuity
Trust, dated December 29, 1995 (incorporated by reference to
Appendix B to the Proxy Statement of Aegis Communications Group, Inc.,
filed with the Securities and Exchange Commission on November 29, 1999).
3. Amendment No. 2, dated as of October 22, 1999, by and among Aegis
Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P., TC Co-Investors, LLC, ITC
Services Company, Edward Blank, and trusts created by Edward Blank as
both grantor and trustee under Article Fourth of The Edward Blank 1995
Grantor Retained Annuity Trust, dated December 29, 1995 (incorporated by
reference to Appendix C to the Proxy Statement of Aegis Communications
Group, Inc., filed with the Securities and Exchange Commission on
November 29, 1999).
4. Series F Preferred Stock Certificate of Designation of Aegis
Communications Group, Inc. (incorporated by reference to Exhibit 3.3 of
the filing on Form 8-K of Aegis Communications Group, Inc., filed with
the Securities and Exchange Commission on December 20, 1999).
5. Amended and Restated Bylaws of Aegis Communications Group, Inc.
(incorporated by reference to Appendix E to the Proxy Statement of Aegis
Communications Group, Inc., filed with the Securities and Exchange
Commission on November 29, 1999).
6. Stockholders and Voting Agreement, dated as of August 25, 1999, Questor
Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P., Questor
Side-by-Side Partners II 3(c)(1), L.P., Thayer Equity Investors III, L.P.,
TC Co-Investors, LLC, ITC Services Company, Edward Blank, trusts
created by Edward Blank as both grantor and trustee under Article Fourth
of The Edward Blank 1995 Grantor Retained Annuity Trust, dated December
29, 1995 and
<PAGE> 14
Codinvest Limited (incorporated by reference to Appendix H to the Proxy
Statement of Aegis Communications Group, Inc., filed with the Securities
and Exchange Commission on November 29, 1999).
7. Stockholders Agreement, dated as of December 10, 1999, among Aegis
Communications Group, Inc., Questor Partners Fund II, L.P., Questor
Side-by-Side Partners II, L.P., Questor Side-by-Side Partners II 3(c)(1),
L.P., Thayer Equity Investors III, L.P. and TC Co-Investors, LLC
(incorporated by reference to Exhibit 3.9 of the filing on Form 8-K of
Aegis Communications Group, Inc., filed with the Securities and
Exchange Commission on December 20, 1999).
8. Joint Filing Agreement.
2
<PAGE> 1
EXHIBIT 8
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 this exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
Dated: December 20, 1999
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
---------------------------------
