<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):
OCTOBER 22, 1999 (OCTOBER 22, 1999)
AEGIS COMMUNICATIONS GROUP, INC.
--------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-14315 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
(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 October 22, 1999, Aegis Communications Group, Inc., a Delaware
corporation (the "Company"), issued a press release announcing that it had
amended its previous agreement with Questor Partners Fund II, L.P.
("Questor"), which was announced August 26, 1999, under which Questor and
related funds have agreed to purchase $46.75 million of newly issued senior
voting convertible preferred stock of the Company. Since the August 26, 1999
announcement, Aegis' financial results have been lower than anticipated. As a
result, Questor and Aegis have agreed to set the low end of the conversion
price range at $1.00 versus the $1.35 provided for earlier. In addition,
Questor's commitment is contingent on Aegis' achievement of projected
financial performance for the quarter ended September 30, 1999. The parties
also agreed to extend the termination date of the agreement from December 31,
1999 to January 31, 2000, although both continue to expect the transaction to
be completed in the fourth quarter of 1999. All other material terms and
conditions of the definitive agreement remain unchanged. Aegis anticipates
that proceeds from Questor's investment will be used to reduce debt and
provide access to additional working capital through its line of credit. 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 Press
Release announcing the agreement is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
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<S> <C>
99.1 Press Release dated October 22, 1999, relating to an amendment to
the proposed sale of preferred stock to Questor
</TABLE>
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to b e signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 22, 1999 AEGIS COMMUNICATIONS
GROUP, INC.
By: /s/ Matthew S. Waller
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Matthew S. Waller
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
3
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INDEX TO EXHIBITS
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Exhibit
Number Description
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<S> <C>
99.1 Press Release dated October 22, 1999 relating to an
amendment to the proposed sale of preferred stock to Questor
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Exhibit 99.1
NEWS RELEASE FOR IMMEDIATE RELEASE
CONTACTS AT AEGIS:
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(972) 830-1800
Matthew S. Waller Chief Financial Officer
Scott D. Guffey Vice President - Finance, Mergers & Acquisitions and
Investor Relations
CONTACTS AT QUESTOR:
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(212) 297-1599
Henry L. Druker Questor Management Company
(212) 371-2200
Harry Savage Robert Marston Corporate Communications, Inc.
AEGIS AND QUESTOR AMEND STOCK PURCHASE AGREEMENT
Questor Renews Commitment to Invest $46.75 Million
IRVING, TEXAS AND SOUTHFIELD, MICHIGAN - October 22, 1999 - Aegis
Communications Group, Inc. ("Aegis") and Questor Partners Fund II, L.P.
("Questor") today jointly announced that they have amended their previous
agreement, which was announced August 26, 1999, under which Questor agreed to
purchase $46.75 million of newly issued senior voting convertible preferred
stock. In the interim period, Aegis' financial results have been lower than
anticipated. As a result, Questor and Aegis have agreed to set the low end of
the conversion price range at $1.00 versus the $1.35 provided for earlier.
Aegis' common stock currently trades on the OTC Bulletin Board (symbol: AGIS),
and on October 21, 1999, the last trade was executed at $0.6875. In addition,
Questor's commitment is contingent on Aegis' achievement of projected
financial performance for the quarter ended September 30, 1999. The parties
also agreed to extend the termination date of the agreement from December 31,
1999 to January 31, 2000, although both continue to expect the transaction to
be completed in the fourth quarter of 1999. All other material terms and
conditions of the definitive agreement remain unchanged. Aegis anticipates
that proceeds from Questor's investment will be used to reduce debt and
provide access to additional working capital through its line of credit.
On an as converted basis and assuming a conversion price of $1.00 per share,
Questor will own approximately 47% of Aegis' issued and outstanding common
stock and approximately 38% of Aegis' fully diluted shares outstanding. The
new preferred stock will vote on an as converted basis and thus will initially
represent approximately 47% of the voting equity stock. In conjunction with
the definitive preferred stock purchase agreement, Questor and Thayer will
also execute 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.
(more)
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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 are
Henry Druker, 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 8,000 people and housing 5,300 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. Further
information regarding Aegis and its services can be found on its web-site at
www.aegiscomgroup.com.
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 Elrick & Lavidge is available on its web-site at
www.elavidge.com.
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; AEGIS' RELIANCE ON CERTAIN MAJOR CLIENTS; REALIZING COST
REDUCTIONS AS A RESULT OF AEGIS' 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 AEGIS'
LABOR FORCE; RELIANCE ON TECHNOLOGY, TELEPHONE SERVICE DEPENDENCE; AND OTHER
OPERATIONAL, FINANCIAL OR LEGAL RISKS OR UNCERTAINTIES DETAILED IN AEGIS' SEC
FILINGS FROM TIME TO TIME.
