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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 7, 1996
SITEL CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-26152 47-0684333
(State or jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification
No.)
13215 BIRCH STREET
OMAHA, NEBRASKA 68164
(402) 498-6810
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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This 8-K consists of 15 pages. The Exhibit Index is on page 4.
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ITEM 5. OTHER EVENTS.
(A) On June 7, 1996, the registrant announced a definitive agreement to
acquire Mitre plc, a European teleservicing company with headquarters in London,
England. Details of such announcement are contained in the news release issued
by the registrant on June 7, 1996, a copy of which is filed as an Exhibit to
this Form 8-K.
(B) On June 7, 1996, the registrant announced a definitive agreement to
acquire Tele-Action, S.A., a Spanish teleservicing company with headquarters in
Madrid, Spain. Details of such announcement are contained in the news release
issued by the registrant on June 7, 1996, a copy of which is filed as an Exhibit
to this Form 8-K.
(C) On June 7, 1996, the registrant announced a definitive agreement to
acquire National Action Financial Services, Inc., a credit collections and
accounts receivable management business with headquarters in Atlanta, Georgia.
Details of such announcement are contained in the news release issued by the
registrant on June 7, 1996, a copy of which is filed as an Exhibit to this Form
8-K.
(D) On June 7, 1996, the registrant announced the appointments of Michael
P. May as President and Barry S. Major as Chief Financial Officer and Executive
Vice President-Finance. Certain of those positions had been previously held by
Matthew H. Gates who has retired. Details of such announcement are contained in
the news release issued by the registrant on June 7, 1996, a copy of which is
filed as an Exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.2 News release of SITEL Corporation dated June 7, 1996 (Mitre
plc)
99.3 News release of SITEL Corporation dated June 7, 1996 (Tele-
Action, S.A.)
99.4 News release of SITEL Corporation dated June 7, 1996 (NAFS)
99.5 News release of SITEL Corporation dated June 7, 1996
(officer appointments)
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 be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 18, 1996 SITEL Corporation
By: /s/ James F. Lynch
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James F. Lynch
Chairman and Chief Executive Officer
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SITEL CORPORATION
EXHIBIT INDEX
Page Number
In Sequential
Exhibit Numbering
No. System
- ------- -------------
99.2 News release of SITEL Corporation dated June 7, 1996
(Mitre plc) 5
99.3 News release of SITEL Corporation dated June 7, 1996
(Tele-Action, S.A.) 8
99.4 News release of SITEL Corporation dated June 7, 1996
(NAFS) 11
99.5 News release of SITEL Corporation dated June 7, 1996
(officer appointments) 14
4
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EXHIBIT 99.2
News release of SITEL Corporation dated June 7, 1996 (Mitre plc)
5
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FROM: FOR:
Swenson/Falker Associates Inc. SITEL Corporation
121 South Eighth St. Suite 1111 13215 Birch Street
Minneapolis, Minn. 55402 Omaha, Neb. 68164
Contact: Doug Ewing (612) 371-0000 Contact: Michael P. May,
EVP - Corporate Development
(402) 498-2696
FOR IMMEDIATE RELEASE
SITEL CORPORATION ANNOUNCES DEFINITIVE AGREEMENT
TO MERGE WITH MITRE PLC, LEADING EUROPEAN TELEMARKETER
- ------------------------------------------------------
OMAHA, Neb., and LONDON, June 7 -- SITEL Corporation (Nasdaq:SITL), announced
today it has executed a definitive agreement to merge with Mitre plc, a leading
European teleservicing company with headquarters in London. The definitive
agreement provides that SITEL will exchange approximately 9.2 million newly
issued common shares for all of Mitre's common shares, which are privately held
by 16 members of Mitre's management. Upon closing, the former Mitre shareholders
will own approximately 27 percent of SITEL's common stock equivalents
outstanding. The transaction will be accounted for as a pooling-of-interests.
Mitre plc has grown rapidly in recent years and has current annualized
revenues of more than $75 million. Mitre plc operates three call centers in the
United Kingdom and a fourth call center in Belgium that have the capability to
handle calls and respond to electronic mail on behalf of Mitre's clients in over
20 European languages and dialects. Mitre recently opened a fifth call center in
Tokyo.
SITEL is a leader in providing outsourced telephone-based customer service
and sales programs on behalf of large corporations in the U.S. and Canada. SITEL
had revenues for the 12 months ended Feb. 29, 1996, of $128 million.
The transaction will enable the combined company to serve the outsourced
telephone-based customer service and sales requirements of large corporations in
North America, Europe and Japan.
James F. Lynch, chairman and chief executive officer of SITEL, said, "The
partnership of SITEL and Mitre has the potential to transform our young
industry. Both companies have grown rapidly to become leaders in their
respective markets with similar client-centric organizations. We believe SITEL
has the premier client list in North America including many Fortune 500
companies. Likewise, Mitre has a long and extensive client list that includes a
large number of leading U.S.-based international corporations as well as over 65
of 'The London Times 100' companies.
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"All managers and employees of SITEL and Mitre will continue with their
current responsibilities, although additional responsibilities will be assigned
to certain managers in Europe and North America to ensure coordinated
international marketing and service efforts. Henk Kruithof, chairman of Mitre,
will become SITEL's largest single shareholder and will join the board of
directors of SITEL Corporation."
Mr. Kruithof said, "The increased outsourcing of telephone-based customer
service and sales programs and increased focus on achieving customer loyalty
through improved customer service is not only an American phenomenon, but
American international corporations appear to be at the forefront of this trend.
In addition to many European blue chip companies, Mitre's major clients include
a significant number of American international corporations. Because large
corporations would generally prefer to deal with their outsourcing vendors on a
global basis, we have for some time considered the desirability of finding a
North American partner. We believe that of all the major U.S. teleservicing
companies, SITEL is best-positioned to be our partner in creating a global
leader by virtue of its management depth, the quality and size of its client
list, its extensive experience in administering dedicated customer service
programs and its sophisticated use of technology. Finally, I have been amazed at
the similarities in the growth-oriented cultures and operating practices of
these two companies."
The consummation of the transaction is subject to approval of SITEL
Corporation's stockholders, receipt of all necessary regulatory approvals,
satisfactory confirmation that the acquisition will be accounted for as a
pooling of interests, and other customary conditions. The companies expect the
transaction to be consummated by September 1996.
Mitre plc operates from over 1,200 workstations in five call centers
located in the United Kingdom, Belgium and Japan. Mitre plc's wholly-owned
subsidiaries include Merit Direct and The Decisions Group, which together are
the largest independent telemarketing organization in the U.K., as well as
Brussels-based Merit Communications which is a leader in providing international
call center solutions for clients serving customers throughout Europe.
SITEL Corporation, based in Omaha, Neb., is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations in the U.S. and Canada. The company operates over 3,500
workstations in 37 call centers throughout North America and employs
approximately 7,000 people.
# # # #
7
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EXHIBIT 99.3
News release of SITEL Corporation dated June 7, 1996 (Tele-Action, S.A.)
8
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FROM: FOR:
Swenson/Falker Associates Inc. SITEL Corporation
121 South Eighth St. Suite 1111 13215 Birch Street
Minneapolis, Minn. 55402 Omaha, Neb. 68164
Contact: Doug Ewing (612) 371-0000 Contact: Michael P. May,
EVP - Corporate Development
(402) 498-2696
FOR IMMEDIATE RELEASE
SITEL CORPORATION ANNOUNCES ACQUISITION
OF LEADING SPANISH TELESERVICING COMPANY
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OMAHA, Neb., June 7 -- SITEL Corporation (Nasdaq:SITL), announced today it
has acquired, for approximately $24 million in cash, a 69.2 percent interest in
Teleaction, S.A., a leading Spanish teleservicing company with 1995 revenues of
approximately $30 million.
SITEL will acquire the remaining 30.8 percent of Teleaction in 1998 for a
purchase price based on Teleaction's financial performance in 1996 and 1997. The
selling shareholders of Teleaction include its two founders and Pallas Union
Investment, a European venture capital firm.
Teleaction, founded in 1985 by Don Vincente Lopez and Don Antonio Diaz, has
a 10-year record of growth and profitability and is the largest independent
teleservicing company in Spain. Teleaction has more than 100 clients including
many leading Spanish corporations and government agencies as well as a number of
major international corporations. Teleaction operates from eight call centers in
Spain and Portugal, primarily answering inbound customer service calls on behalf
of its clients.
SITEL plans to offer Teleaction's services in Spain and Portugal to SITEL's
existing clients. Both SITEL and Teleaction have developed expertise in a number
of customer service and sales applications that are incremental to those offered
by the other, and which can be cross-sold to each other's existing clients. In
addition to these marketing synergies, SITEL's established infrastructure will
enable Teleaction to achieve economies of scale in telephone, technology and
management costs.
James F. Lynch, SITEL's chairman and chief executive officer, said, "We are
very excited about the addition of Teleaction to the SITEL organization.
Teleaction is clearly the leading teleservicing firm in Spain. It has been a
pioneer in the development of the teleservicing industry in Spain and has
achieved an annual growth in revenues of more than 20 percent over the past
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five years. In combination with our merger with Mitre plc, this acquisition will
establish us as a leader in Europe with more than $100 million in annualized
revenues in that market. In addition, Teleaction's management depth will be an
important asset in developing new business opportunities in other
Spanish-speaking markets including those in South America. We believe our
increasingly global presence will be an important competitive advantage as large
corporations seek worldwide outsourcing relationships.
"All managers of Teleaction will continue in their current positions
including Mr. Lopez and Mr. Diaz."
Don Vincente Lopez said, "We look forward to the continued growth of
Teleaction in Spain and Portugal with the support of SITEL. SITEL will be of
invaluable assistance to us by virtue of its management depth, the quality and
size of its client list, its extensive experience in administering dedicated
customer service programs and its sophisticated use of technology. We have an
experienced and energetic management team, anxious to be part of what we believe
is the emerging global leader in the teleservicing industry."
SITEL Corporation, based in Omaha, Neb., is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations in the U.S. and Canada. The company operates over 3,500
workstations in 37 call centers throughout North America and employs
approximately 7,000 people.
# # # #
06/07/96
10
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EXHIBIT 99.4
News release of SITEL Corporation dated June 7, 1996 (NAFS)
11
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FROM: FOR:
Swenson/Falker Associates Inc. SITEL Corporation
121 South Eighth St. Suite 1111 13215 Birch Street
Minneapolis, Minn. 55402 Omaha, Neb. 68164
Contact: Doug Ewing (612) 371-0000 Contact: Michael P. May,
EVP - Corporate
Development
(402) 498-2696
National Action Financial
Services, Inc.
2877 Brandywine Road
Atlanta, Ga. 30341
Contact: Michael Fletcher, CEO
(770) 936-8998
FOR IMMEDIATE RELEASE
SITEL CORPORATION TO ACQUIRE NATIONAL ACTION FINANCIAL SERVICES
- ---------------------------------------------------------------
OMAHA, Neb., June 7 -- SITEL Corporation (Nasdaq:SITL), one of the largest
independent teleservicing companies in the United States, and National Action
Financial Services, Inc. (NAFS), Atlanta, jointly announced today the execution
of an agreement to acquire NAFS. The agreement provides for the issuance of
approximately 1.4 million shares of SITEL common stock to NAFS shareholders. The
transaction will be accounted for as a pooling-of-interests.
NAFS, a privately held company based in Atlanta, is a financial services
firm specializing in telephone-based accounts receivable management services,
collections, and unique customer service applications. NAFS has more than 350
employees and staffs approximately 300 sales and service positions in its two
service centers in Atlanta and Buffalo, N.Y.
James F. Lynch, SITEL's chairman and chief executive officer, said, "This
acquisition is an important strategic business extension for SITEL. The NAFS
customer base, which consists of large and well-known corporations in our target
industries, adds significant client relationships to our business base and
immediately broadens our total service capability.
"NAFS' strong management team, led by Michael Fletcher, has extensive
experience in the credit collections and accounts receivable management
business. They have created a highly profitable and fast-growing company by
providing exceptional service and maintaining a high percentage of their
business mix in the management of customer receivables before they are written
off. We are very pleased to welcome the NAFS management team to the SITEL
organization, and look forward to their participation in our future."
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Michael W. Fletcher, NAFS chief executive officer, said, "We are very
pleased to begin this association with SITEL, a highly regarded and innovative
leader in the teleservice industry. With significant capital resources and a
premier reputation in serving client companies, SITEL has the resources to
expand the growth of the credit services and accounts receivable management
segments of our combined business.
"NAFS' chief operating officer, Walter "Butch" Berthaiume, James Rich,
chief operating executive of our Buffalo division, and Terrance Meder, senior
vice president of sales, will continue as key members of our top team. With our
highly experienced management and professional workforce, our strong customer
relationships and our new business products, we are convinced that NAFS can make
a meaningful contribution to SITEL's growth and profitability."
SITEL Corporation, based in Omaha, Neb., is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations in the U.S. and Canada. The company operates over 3,500
workstations in 37 call centers throughout North America and employs
approximately 7,000 people.
# # # #
06/07/96
13
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EXHIBIT 99.5
News release of SITEL Corporation dated June 7, 1996 (officer appointments)
14
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FROM: FOR:
Swenson/Falker Associates Inc. SITEL Corporation
121 South Eighth St. Suite 1111 13215 Birch Street
Minneapolis, Minn. 55402 Omaha, Neb. 68164
Contact: Doug Ewing (612) 371-0000 Contact: James F. Lynch,
Chief Executive Officer
(402) 498-2696
FOR IMMEDIATE RELEASE
SITEL CORPORATION APPOINTS MIKE MAY AS PRESIDENT;
BARRY MAJOR AS CHIEF FINANCIAL OFFICER
- -------------------------------------------------
OMAHA, Neb., June 7 -- SITEL Corporation (Nasdaq:SITL) today announced the
appointment of Michael P. May as president and Barry S. Major as chief financial
officer and executive vice president, finance. Elements of May's and Major's new
responsibilities were formerly held by Matthew Gates, president, who has
retired.
Mike May was previously SITEL's executive vice president of corporate
development; Barry Major was senior vice president, finance.
James F. Lynch, chairman and chief executive officer, said, "These two
appointments are a logical progression in the development of SITEL as a major
international teleservicing company. Both executives have made important
contributions to SITEL and have demonstrated their capabilities as key members
of our top management team. We are delighted in their past successes and look
forward to their continuing contributions."
Mike May joined SITEL in 1992 when SITEL acquired May Telemarketing, Inc.,
which he founded in 1985. Prior to founding May Telemarketing, he was a
director, executive officer and treasurer of Applied Communications, Inc., from
1976 to 1982.
Barry Major joined SITEL in 1995. He was previously president, American
National Corporation, an Omaha, Neb.-based multi-bank holding company with banks
in Omaha and southeast Nebraska. Major joined American National Bank, Omaha, in
1985 as senior vice president, and was appointed executive vice president of
American National Corporation in 1992.
SITEL Corporation, based in Omaha, Neb., is a leader in providing
outsourced telephone-based customer service and sales programs on behalf of
large corporations in the U.S. and Canada. The company operates over 3,500
workstations in 37 call centers throughout North America and employs
approximately 7,000 people.
# # # #
06/07/96
15
