SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K (A)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 Date of Report (Date of earliest event reported):
September 3, 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. Employe
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 principa executive offices)
____________________________________________
This 8-K consists of 4 pages
The registrant hereby amends Item 7 of its Form 8-K filed to report an
event occurring on September 3, 1996 to include the following:
Item 7. Financial Statements and Exhibits.
(b) Pro forma financial information.
UNAUDITED RESTATED COMBINED FINANCIAL INFORMATION
The unaudited Restated Combined Financial Information gives effect to the
acquisition of Mitre plc ("Mitre" and such acquisition the
"Mitre Acquisition") by combining results of operations of Company for the
quarters ended August 31, 1995, November 30, 1995, February 29, 1996 and
May 31, 1996, with Mitre for the three months ended March 31,1995,
June 30, 1995, September 30, 1995 and December 31, 1995, and with National
Action Financial Services, Inc. which was acquired June 28, 1996 ("NAFS", and
such acquisition the "NAFS Acquisition") for the three months ended
March 31, 1995, June 30,1995, September 30, 1995 and December 31, 1995,
as if the transactions had occurred at the beginning of the periods
presented. .
The following results reflect Mitre adjusted to conform to US GAAP and have been
converted into US dollars at the exchange rates for the relevant periods. The
unaudited Restated Combined Financial Information and accompanying notes
reflect the application of the pooling-of-interests method of accounting for
the Mitre and NAFS acquisitions. Under this method of accounting, income
and expenses are combined and recorded at their historical amounts. All
normal and recurring adjustments which are, in the opinion of management,
necessary for a fair presentation of this financial information have been
reflected.
The unaudited Restated Combined Financial Information presented is for
informational purposes only and is not necessarily indicative of the results
of operations of the entity or the actual results that would have been
achieved had these Acquisitions been consummated prior to the periods
indicated. This unaudited Restated Combined Financial Information should be
read in conjunction with the separate financial statements, including the notes
thereto, of the Company included in its Form 10-K filed August 29, 1996 and
of Mitre and NAFS, contained in pages F-27 through F-49 and F-82 through F-94,
respectively, of the Company's Proxy Statement filed July 29, 1996.
SITEL CORPORATION, MITRE PLC AND
NATIONAL ACTION FINANCIAL SERVICES, INC.
RESTATED COMBINED FINANCIAL INFORMATION (a,b)
(Unaudited)
(In thousands, except
per share data)
Quarters Ended
August 31, November 30, February 29, May 31,
1995 1995 1996 1996
Revenue $43,494 $49,239 $51,051 $63,075
Net income $2,576 $2,781 $3,016 $3,985
Earnings per
common and
common
equivalent share $0.04 $0.04 $0.05 $0.06
Weighted
average common
and common
equivalent shares
outstanding (c) 62,116 63,100 64,707 69,430
_________________________
a)The results of operations reflect the application of the pooling of
interests method of accounting for the Mitre and NAFS acquisitions. The
results of operations of Mitre and NAFS that have been included in the
combined information for the quarters ended August 31, 1995,
November 30, 1995, February 29, 1996 and May 31, 1996 are for the three
months ended March 31, 1995, June 30, 1995, September 30, 1995 and
December 31, 1995, respectively.
b)The results of operations of Mitre have been translated from British
pounds to US dollars at the average exchange rate for the period and have
been presented in accordance with US GAAP. The significant adjustments
necessary to convert to US GAAP were (I) to reclassify acquisition goodwill
from stockholder's equity to intangible assets and to recognize the
corresponding amortization over a 25 year period, and (ii) to account for
Merit Communications NV as a pooling of interests from its incorporation
in April 1993. On December 21, 1995, all of Mitre's subsidiaries,
including Merit Communications NV, became wholly owned subsidiaries and,
therefore, for purposes of this proforma presentation, the results of
Mitre for the periods presented do not separately disclose the net income
(loss) which would have been attributable to minority interests.
c)Consists of SITEL's historical weighted average common and common stock
equivalent shares outstanding, giving effect to the October 21, 1996
stock split, and the shares of SITEL Common Stock issued for the NAFS and
Mitre Acquisitions.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: December 4, 1996 SITEL Corporation
By:_______________________________________
Donald J. Vrana
Vice-President & Corporate Controller
(Principal Accounting Officer)
