SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SITEL CORPORATION
(Name of Issuer)
Common Stock, $.001 par
(Title of Class of Securities)
82980K107
(CUSIP Number)
HENK P. KRUITHOF
VIVIER HANQUET 10
1390 GREZ DOICEAU
BELGIUM
011-32-1084-8170
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 3, 1996
(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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box / /.<PAGE>
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henk P. Kruithof
S.S./I.R.S. No. - not applicable
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
/ / a
/ / 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
Netherlands
NUMBER OF (7) SOLE VOTING POWER 10,309,956
SHARES
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY
EACH (9) SOLE DISPOSITIVE 10,309,956
REPORTING POWER
PERSON WITH (10) SHARED DISPOSITIVE -0-
POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,309,956
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.6%
14) TYPE OF REPORTING PERSON*
IN<PAGE>
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burmel Holding N.V.
S.S./I.R.S. No. - not applicable
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / a
/ / 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
Netherlands Antilles
NUMBER OF (7) SOLE VOTING POWER 8,472,006
SHARES
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY
EACH (9) SOLE DISPOSITIVE 8,472,006
REPORTING POWER
PERSON WITH (10) SHARED DISPOSITIVE -0-
POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,472,006
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.5%
14) TYPE OF REPORTING PERSON*
CO<PAGE>
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merit Group N.V.
S.S./I.R.S. No. - not applicable
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
/ / a
/ / 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
Belgium
NUMBER OF (7) SOLE VOTING POWER 2,818,740
SHARES
BENEFICIALLY (8) SHARED VOTING POWER -0-
OWNED BY
EACH (9) SOLE DISPOSITIVE 2,818,740
REPORTING POWER
PERSON WITH (10) SHARED DISPOSITIVE -0-
POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,818,740
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
14) TYPE OF REPORTING PERSON*
CO<PAGE>
SCHEDULE 13D
All numbers in this statement have been adjusted to take into
account a 2 for 1 forward stock split in SITEL Common Stock which
occurred on October 21, 1996.
Item 1 Security and Issuer:
Common Stock, $.001 par
SITEL Corporation
13215 Birch Street, Suite 100
Omaha, NE 68164
Item 2(a) Name of Persons Filing:
Henk P. Kruithof
Burmel Holding N.V.
Merit Group N.V.
This Statement is being filed on behalf of Henk P.
Kruithof, Burmel Holding N.V., and Merit Group N.V. Henk
P. Kruithof own 100% of the outstanding shares of Burmel
Holding N.V. and approximately 65% of the outstanding
shares of Merit Group N.V. and is therefore a beneficial
owner of certain shares of SITEL Common Stock owned
directly by Burmel Holding N.V. and Merit Group N.V.
Item 2(b) Residence or Business Address:
Henk P. Kruithof
Vivier Hanquet 10
1390 Grez Doiceau
Belgium
Burmel Holding N.V.
Address: CHUBCHUBIWEG 17 Curacao N.A. POB 3094
Organized in Netherlands Antilles
Principal Business: holding company
Merit Group N.V.
Address: GOSSETAAN 54 Brussels, Belgium
Organized in Belgium
Principal Business: holding company
Item 2(c) Present Principal Occupation and Employment:
Henk P. Kruithof
Chairman
Mitre plc
Merit House
Timothy's Bridge
Stratford-upon-Avon
Warwickshire, U.K. CV37 9HY
Principal business of Mitre plc: Teleservices.
Item 2(d) Criminal Convictions During the Last Five Years
(excluding traffic violations or similar misdemeanors):
Not Applicable
Item 2(e) Civil Proceedings During the Last Five Years Resulting in
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:
Not Applicable.
Item 2(f) Citizenship:
Henk P. Kruithof - Netherlands
Item 3 Source and Amount of Funds or Other Consideration:
The reporting persons Burmel Holding N.V. and Merit Group
N.V. acquired the SITEL Common Stock in exchange for all
of their ordinary shares in Mitre plc pursuant to a Share
Purchase Agreement dated June 6, 1996, as amended,
between SITEL Corporation and the shareholders of Mitre
plc (the "Share Purchase Agreement").
Item 4 Purpose of Transaction:
The purpose of the acquisition of the SITEL Common Stock
was to effectuate the acquisition of Mitre plc by SITEL
Corporation.
Reference is made to the summary descriptions of the
Share Purchase Agreement and of certain ancillary
agreements and documents contained under the captions
"The Share Purchase Agreement" and "Certain Ancillary
Agreements and Documents" on pages 23-28 of the Proxy
Statement for a Special Meeting of Stockholders filed by
SITEL Corporation on July 29, 1996. Such summary
descriptions are qualified in their entirety by reference
to the text of the referenced acquisition documents,
which are incorporated herein by reference as exhibits.
The acquisition of Mitre plc by SITEL Corporation
occurred pursuant to the Share Purchase Agreement, which
provided for the acquisition by SITEL Corporation of 100%
of the ordinary shares of Mitre plc in exchange for
9,170,553 shares (18,341,106 shares post-split) of SITEL
Common Stock issued to the Mitre selling shareholders.
At the Closing, 10% of the shares of SITEL Common Stock
issued to the Mitre selling shareholders was delivered to
an escrow agent for deposit in accordance with the terms
of an Escrow Agreement (the "Escrow Agreement").
The shares issued to the Mitre selling shareholders were
not registered with the Securities and Exchange
Commission. However, pursuant to a Registration Rights
Agreement dated September 3, 1996 (the "Registration
Rights Agreement"), SITEL Corporation agreed to register
for public sale under the Securities Act of 1933 a part
not to exceed, with respect to any individual Mitre
selling shareholder, 30% of the SITEL Common Stock
beneficially owned by such Mitre selling stockholder
pursuant to the Share Purchase Agreement.
Pursuant to the Share Purchase Agreement, the Board of
Directors of SITEL Corporation is to nominate Henk P.
Kruithof as a member of the SITEL Corporation Board of
Directors and use all reasonable efforts to solicit
proxies for the election of Mr. Kruithof to the Board
until such time as Mr. Kruithof, directly or indirectly,
beneficially owns, in the aggregate, less than 5.0
million of the outstanding shares of SITEL Common Stock,
as adjusted for the stock split on October 21, 1996 and
subject to adjustment for any further stock splits or
other reclassifications.
Item 5(a) Number of Shares Beneficially Owned and Percent of Class:
Henk P. Kruithof
10,309,956 shares*, 17.6% of class
*Includes 8,472,006 shares owned through Burmel Holding
N.V. and 1,837,950 shares owned through Merit Group N.V.
Burmel Holding N.V.
8,472,006 shares*, 14.5% of class
*Directly owned
Merit Group N.V.
2,818,740 shares*, 4.8% percent of class
*Directly owned
Item 5(b) Number of Shares as to Which There is Sole Power to Vote
or to Direct the Vote, Sole Power to Dispose or to Direct
the Disposition, or Shared Power to Dispose or to Direct
the Disposition:
Henk P. Kruithof
(i) 10,309,956 shares with sole voting power
(ii) -0- shares with shared voting power
(iii) 10,309,956 shares with sole dispositive power
(iv) -0- shares with shared dispositive power
Burmel Holding N.V.
(i) 8,472,006 shares with sole voting power
(ii) -0- shares with shared voting power
(iii) 8,472,006 shares with sole dispositive power
(iv) -0- shares with shared dispositive power
Merit Group N.V.
(i) 2,818,740 shares with sole voting power
(ii) -0- shares with shared voting power
(iii) 2,818,740 shares with sole dispositive power
(iv) -0- shares with shared dispositive power
Item 5(c) Transactions in the Securities Effected During the Past
60 Days:
Not applicable.
Item 5(d) Any other Person Known to have the Right to Receive or
the Power to Direct the Receipt of Dividends From, or the
Proceeds From the Sale of, such Securities:
Not applicable.
Item 5(e) Date on Which the Reporting Person Ceased to be the
Beneficial Owner of More than 5 Percent of the Class of
Securities:
Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer:
The information provided in response to Item 4 above is
incorporated herein by reference.
<PAGE>
Item 7 Exhibits:
* Exhibit A Amended and Restated Share Purchase
Agreement dated June 6, 1996, regarding
acquisition of Mitre plc (conformed copy
including all amendments through closing)
* Exhibit B Registration Rights Agreement dated
September 3, 1996 between SITEL
Corporation and certain stockholders of
SITEL (conformed copy)
* Exhibit C Escrow Agreement dated September 3, 1996
between SITEL Corporation, the Mitre
selling stockholders, and Firstar Trust
Company, as Escrow Agent (conformed copy)
* Exhibit D Form of Investor Letter (conformed copy)
* Exhibit E Deed of Covenant dated September 3, 1996
between SITEL Corporation and the Mitre
selling stockholders (conformed copy)
** Exhibit F Proxy Statement for a Special Meeting of
Stockholders
____________
* Incorporated by reference to the exhibits under numbers
2.4(a), 2.4(b), 2.4(c), 2.4(d) and 2.4(e), respectively, to SITEL
Corporation's Form 8-K filed on September 18, 1996.
** The summary descriptions of the Share Purchase Agreement
and of certain ancillary agreements and documents contained under
the captions "The Share Purchase Agreement" and "Certain Ancillary
Agreements and Documents" on pages 23-28 of the Proxy Statement
filed by SITEL Corporation on July 29, 1996 are incorporated by
reference.<PAGE>
SIGNATURE
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.
Date: October 29, 1996.
/s/ Henk P. Kruithof
Henk P. Kruithof
<PAGE>
SIGNATURE
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.
Date: October 29, 1996.
Merit Group N.V.
/s/ Henk P. Kruithof
By: Henk P. Kruithof
Title: Director
<PAGE>
SIGNATURE
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.
Date: October 29, 1996.
Burmel Holding N.V.
/s/ Henk P. Kruithof
By: Henk P. Kruithof
Title: Attorney
<PAGE>
INDEX TO EXHIBITS
Page
* Exhibit A Amended and Restated Share Purchase N/A
Agreement dated June 6, 1996,
regarding acquisition of Mitre plc
(conformed copy including all
amendments through closing)
* Exhibit B Registration Rights Agreement dated N/A
September 3, 1996 between SITEL
Corporation and certain stockholders
of SITEL (conformed copy)
* Exhibit C Escrow Agreement dated September 3, N/A
1996 between SITEL Corporation, the
Mitre selling stockholders, and Firstar
Trust Company, as Escrow Agent
(conformed copy)
* Exhibit D Form of Investor Letter N/A
(conformed copy)
* Exhibit E Deed of Covenant dated September 3, N/A
1996 between SITEL Corporation and
the Mitre selling stockholders
(conformed copy)
** Exhibit F Proxy Statement for a Special Meeting N/A
Stockholders
____________
* Incorporated by reference to the exhibits under numbers 2.4(a)
and 2.4(b), respectively, to SITEL Corporation's Form 8-K filed on
September 18, 1996.
** The summary descriptions of the Share Purchase Agreement and
of certain ancillary agreements and documents contained under the
captions "The Share Purchase Agreement" and "Certain Ancillary
Agreements and Documents" on pages 23-28 of the Proxy Statement
filed by SITEL Corporation on July 29, 1996 are incorporated by
reference.
