<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A2
(AMENDMENT NO. 2)
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 31, 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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<TABLE>
<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 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
NUMBER OF SOLE VOTING POWER
49,341,142
SHARES
8
BENEFICIALLY SHARED VOTING POWER
36,611,010
OWNED BY
9
EACH SOLE DISPOSITIVE POWER
49,341,142
REPORTING
10
PERSON WITH SHARED DISPOSITIVE POWER
36,611,010
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
85,952,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.2%
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.
</TABLE>
<PAGE> 3
<TABLE>
<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 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
NUMBER OF 7
SOLE VOTING POWER
SHARES 1,885,859
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY 84,066,293
EACH 9
SOLE DISPOSITIVE POWER
REPORTING 1,885,859
PERSON WITH 10
SHARED DISPOSITIVE POWER
84,066,293
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
85,952,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.2%
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.
</TABLE>
<PAGE> 4
<TABLE>
<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 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
NUMBER OF SOLE VOTING POWER
762,141
SHARES
8
BENEFICIALLY SHARED VOTING POWER
85,190,011
OWNED BY
9
EACH SOLE DISPOSITIVE POWER
762,141
REPORTING
10
PERSON WITH SHARED DISPOSITIVE POWER
85,190,011
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
85,952,152
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.2%
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.
</TABLE>
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated in its entirety as follows:
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, LLC, a Delaware limited liability company ("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 and other investment funds.
The controlling shareholder of Questor Principals and the ultimate
controlling holder of membership interests of Questor Management is Jay Alix.
Mr. Alix, Henry L. Druker, Michael D. Madden, Wallace L. Rueckel, Robert E.
Shields and David M. Wathen are the directors of
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Questor Principals (the "Questor Directors"). Mr. Alix and Mr. Shields are the
executive officers of Questor Principals and Questor Management and are the
directors of 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 Alix & Associates, a nationally-recognized
turnaround and crisis management firm based in Southfield, Michigan. 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.
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 9 West 57th Street, 34th Floor, New
York, New York 10017.
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
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 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 (a) is hereby amended and restated in its entirety as follows:
(a) As of December 31, 2000, the Questor Entities and the Questor
Directors may be deemed to own beneficially (i) 51,989,142 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) 33,963,010 shares of Common Stock
beneficially owned by Thayer as of such date (Thayer's ownership being based on
advice received from Thayer).
Questor Partners II is the direct beneficial owner of 44,368.849 shares
of the Series F Preferred, which are convertible into 49,341,142 shares of
Common Stock as of December 31, 2000. Questor SBS II is the direct beneficial
owner of 1,695.814 shares of Series F Preferred, which are convertible into
1,885,859 shares of Common Stock as of December 31, 2000. Questor 3(c)(1) is the
direct beneficial owner of 685.337 shares of Series F Preferred, which are
convertible into 762,141 shares of Common Stock as of December 31, 2000.
<PAGE> 7
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 in effect at the time of
conversion (the "Conversion Price"). There is an automatic $0.005 reduction in
the Conversion Price per year for each of the first eight years 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. As of December 31, 2000, the Conversion Price was
approximately $0.995. The maximum number of shares of Common Stock issuable upon
conversion of the 46,750 shares of Series F Preferred into Common Stock is
51,989,142 as of December 31, 2000. Taking into account all of the automatic
reductions in the Conversion Price that would take effect by December 10, 2007,
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 53,868,258 as of December 31, 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 December 31, 2000, because no dividend was declared or paid,
an amount was added to the investment value of the Series F Preferred, which
caused, together with the automatic reduction in the Conversion Price, the
number of shares of Common Stock into which the Series F Preferred is
convertible to increase between September 30, 2000 and December 31, 2000 by
1,292,470 (1,226,639 for the Series F Preferred directly owned by Questor
Partners II; 46,884 for the Series F Preferred directly owned by Questor
SBS II; and 18,947 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 Company's Report on Form
10-Q for the quarter ended September 30, 2000, the Questor Entities and the
Questor Directors may be deemed to own beneficially 72.2% 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: January 4, 2001
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.
