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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
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)
June 30, 2000
(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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________________________________________________________________________________
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 GROUP*
(a) [X]
(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 SOLE VOTING POWER
NUMBER OF 46,787,963
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
34,991,360
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 46,787,963
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
34,991,360
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,779,323
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*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.
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________________________________________________________________________________
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 GROUP*
(a) [X]
(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 SOLE VOTING POWER
NUMBER OF 1,788,274
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
79,991,049
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,788,274
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
79,991,049
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,779,323
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*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
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________________________________________________________________________________
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 GROUP*
(a) [X]
(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 SOLE VOTING POWER
NUMBER OF 722,704
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
81,056,619
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 722,704
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
81,056,619
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,779,323
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*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
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to the Statement on Schedule 13D filed with the
U.S. Securities and Exchange Commission on December 20, 1999 (as so amended, 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented by adding the following
statement thereto:
Amounts have been added to the investment value of the Series F
Preferred, thereby increasing the number of shares of Common Stock into which
the Series F Preferred is convertible (see Item 5 below). No additional funds or
other consideration were required.
ITEM 4. PURPOSE OF THE TRANSACTION
Item 4 is hereby amended and supplemented by adding the following
statement thereto:
At the Annual Meeting of Stockholders of the Company held on May 4,
2000, the following six designees of the Filing Persons were elected to the
Board of Directors of the Company: Mr. Druker, Mr. Wathen, Mr. Fitzsimmons, Mr.
Denious, Mr. Anderson and Mr. Prokop.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 (a) is hereby amended and restated in its entirety as follows:
(a) The Questor Entities and the Questor Directors may be deemed to own
beneficially (i) 49,298,941 shares of Common Stock issuable upon conversion of
the 46,750 shares of Series F Preferred owned by the Filing Persons into Common
Stock, subject to adjustment as provided in the Series F Certificate and (ii)
32,480,382 shares of Common Stock beneficially owned by Thayer as reported by
the Company in the Proxy Statement filed with the SEC on May 4, 2000 (the "Proxy
Statement").
Questor Partners II is the direct beneficial owner of 44,368.849 shares
of the Series F Preferred, which are convertible into 46,787,963 shares of
Common Stock as of June 30, 2000. Questor SBS II is the direct beneficial owner
of 1,695.814 shares of Series F Preferred, which are convertible into 1,788,274
shares of Common Stock as of June 30, 2000. Questor 3(c)(1) is the
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direct beneficial owner of 685.337 shares of Series F Preferred, which are
convertible into 722,704 shares of Common Stock as of June 30, 2000.
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 $1.00, subject to certain
adjustments (the "Conversion Price"). 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 issuable upon conversion of the 46,750
shares of Series F Preferred into Common Stock is 49,298,941 as of June 30,
2000. Taking into account all of the automatic reductions in the Conversion
Price, but assuming no other potential adjustments to the Conversion Price or
the investment value of the Series F Preferred, the maximum number of shares of
Common Stock issuable upon conversion of the 46,750 shares of Series F Preferred
into Common Stock is 51,353,064 as of June 30, 2000. The Series F Preferred is
entitled to receive dividends at the rate of 9.626% per annum. To the extent
that dividends are not paid on any March 31, June 30, September 30 or December
31 of any year, all such amounts are added to the investment value of such
shares. On June 30, 2000, because no dividend was declared or paid, an amount
was added to the investment value of the Series F Preferred, thereby increasing
the number of shares of Common Stock into which the Series F Preferred is
convertible by 1,152,317 (1,093,625 for the Series F Preferred directly owned by
Questor Partners II; 41,799 for the Series F Preferred directly owned by Questor
SBS II; and 16,893 for the Series F Preferred directly owned 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
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 71.3% of
the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the
Securities Exchange Act of 1934, as amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Joint Filing Agreement.
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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: July 10, 2000
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
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INDEX OF EXHIBITS
1. Joint Filing Agreement.
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