UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)
APAC Customer Services, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
00185E106
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(CUSIP Number)
Howard Friedman, Esq.
6745 N. Kilpatrick, Lincolnwood, IL 60712
847-983-4950
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2009
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(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. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 00185E106
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Individual Retirement Accounts for the benefit of
Ronald L. Chez and Ronald L. Chez Individually
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2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) N/A
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6. Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power 3,606,942
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8. Shared Voting Power -0-
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9. Sole Dispositive Power 3,606,942
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10. Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by
Each Reporting Person 3,606,942
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) N/A
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13. Percent of Class Represented by Amount in Row (11) 7.1279%
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14. Type of Reporting Person (See Instructions)
IN
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Pursuant to Rule 13d-1 of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned Ronald L. Chez (the "Reporting Person") hereby files this
Amendment 2 to Schedule 13D which was filed May 14, 2008, and Amendment 1
thereto which was filed October 20, 2008.
Item 1. Security and Issuer.
This statement relates to the Common Stock, $.01 Par Value (the
"Stock") of APAC Customer Services, Inc., Bannockburn Lake Office Plaza 1, 2333
Waukegan Road, Suite 100, Bannockburn, IL 60015.
Item 2. Identity and Background.
(a), (b), (c)
The Reporting Person is an individual whose principal occupation is an
investor and his business address is in Chicago, Illinois.
(d) The Reporting Person has not, during the last five years or before,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years or before,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and therefore has not and is not 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.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and amount of Funds or other Consideration.
The source and amount of funds used by the Reporting Person to purchase
shares of the Stock that require the filing of this Schedule 13D are personal
funds including amounts held by individual retirement accounts for the benefit
of the Reporting Person.
Item 4. Purposes of Transaction.
The shares of the Stock of the Issuer to which this statement relates
have been acquired by the Reporting Person for investment purposes. The
Reporting Person believes that the Issuer has continued to improve operating
performance, thereby positioning Issuer to grow earnings and cash flow as well
as further establishing itself in the customer services market. A limited
liability company has expressed an intent in acquiring all outstanding shares of
the Issuer at $1.61 per share. The Reporting Person plans to discuss this offer
with other shareholders and possibly to engage an investment banker to evaluate
that offer seeking to maximize shareholder value. The Reporting Person has
written a letter to the Chairman of the Board of the Issuer which letter is
attached to this Amendment 2 as Exhibit B. In that letter, the Reporting Person
expresses his opinion that $1.61 per share is less than an appropriate
valuation. It is possible that at a future date the Reporting Person might
decide to seek a more active role in management, offer suggestions regarding
strategy and/or to sell shares of the Stock or to acquire additional shares of
the Stock through open market or privately negotiated transactions as well as to
comment on, and to the extent practicable, suggest his opinion of an appropriate
valuation involved in any potential acquisition of the Issuer. Any such
future decisions will be made by the Reporting Person in light of the then
current financial conditions, operations and prospects of the Issuer, the market
value of the Stock, the financial condition of the Reporting Person and other
relevant factors. In addition, the Reporting Person may continue to recommend to
the Issuer that additional specific meaningful standards be established with
respect to senior management and director stock ownership; i.e., the actual
purchase of shares to further assure the alignment of management and directors
with shareholders. Except as noted above, the Reporting Person has not
formulated any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or to fill any
existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer is registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company Act
of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12 (g) (4) of the Act; or
(j) Any action similar to any of those enumerated above. The Reporting
Person does intend to further analyze and comment on the value of stock of the
Issuer in an acquisition such as the one referred to in Item 4 above in this
Amendment 2, and otherwise, as appropriate.
However, the Reporting Person may at some future date propose
any of the foregoing changes or actions which he hereafter considers desirable
in light of his examination of the Issuer, as well as its assets, operations,
future prospects and of the circumstances prevailing at the time.
Item 5. Interest in the Securities of the Issuer.
(a) The aggregate number of Shares of the Stock owned beneficially by
the Reporting Person is 3,606,942 (the "Shares") constituting approximately
7.1279 % of the outstanding shares of the Stock. The percentages in this Item
5(a) are based on 50,603,310 shares of the Stock Outstanding, as reported by
Thomson One information services as of January 30, 2009.
(b) The Reporting Person has the sole power (and no shared power) to
vote or dispose of or direct the disposition of Shares owned by such Reporting
Person.
(c) Except as described immediately below (and as set forth in Exhibit
A hereto), the Reporting Person has not effected any transaction in shares of
the Stock after November 30, 2008 prior to and including January 30, 2009. The
Reporting Person purchased such Shares of Stock all in the open market as
follows:
Please see Exhibit A hereto entitled: Exhibit A to this Amendment 1
Schedule 13D Issuer APAC Customer Services, Inc.,Reporting Person Ronald L.Chez.
All purchases were made in the open market. The Reporting Person had
previously owned 3,486,649 shares of Stock, all acquired in the open market at
various prices prior to December 1, 2008.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares owned by such Reporting Person.
(e) It is inapplicable, for purposes of this statement, to state the
date on which the Reporting Person ceased to be the owner of more than 5% of the
Shares of the Stock of the Issuer.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the issuer.
None
Item 7. Material to be Filed as Exhibits.
Exhibit A is schedule of Shares of Stock purchased by the Reporting
Person after November 30, 2008 up to and including January 30, 2009.
Exhibit B is a letter from the Reporting Person to the Chairman of the
Board of the Issuer with regard to an offer for the Issuer's stock at $1.61 per
share.
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: February 2, 2009 /s/ Ronald L. Chez.
Exhibit A to Amendment 2 to Schedule 13D
Ronald L. Chez, Reporting Person
Re: APAC Customer Services, Inc.
CUSIP No. 00185E106
PURCHASE NO. OF APPROXIMATE TOTAL
DATE SHARES COST COST including
- indicates sales PER SHARE Commission
12/1/2008 4000 $ 1.020 $ 4,130
12/2/2008 2100 1.0181 2,188
12/16/2008 4600 1.1160 5,234
12/17/2008 6000 1.0533 6,420
12/18/2008 6479 1.0147 6,674
12/19/2008 200 1.01 208
12/19/2008 4661 1.0228 4,867
12/19/2008 2000 1.0585 2,177
12/22/2008 743 0.98 828
12/23/2008 2000 0.98 2,060
12/24/2008 2000 0.99 2,005
12/26/2008 8000 1.02 8,240
12/29/2008 2000 0.98 1,985
12/30/2008 8000 1.02 8,240
1/18/2009 6700 1.18 7,950
1/18/2009 100 1.17 118
1/20/2009 3000 1.11 3,350
1/21/2009 2310 1.12 2,631.28
1/22/2009 8100 1.2499 10,224
1/27/2009 10000 1.2999 13,099
1/27/2009 4000 1.29 5,200
1/28/2009 2000 1.28 2,580
1/28/2009 1800 1.30 2,358
1/29/2009 4000 1.23 5,020
1/30/2009 5000 1.38 6,950
1/30/2009 20500 1.3954 28,731
EXHIBIT B
to AMENDMENT 2
to SCHEDULE 13D
APAC -ClJSIP 00185E106
RONALD L. CHEZ
__________ Street
Chicago, IL 60610-6010
773-274-7535 Fax
E-mail rlchez@rcn.com
January 30, 2009
Mr. Ted Schwartz
Chairman of the Board
APAC Customer Services, Inc.
Bannockburn Lake Office Plaza 1
2333 Waukegan Road, Suite 100
Bannockburn, IL 60015
SUBJECT: BUYOUT BID
Dear Ted,
With regard to the announcement yesterday morning as to Tresar Holdings LLC
interest in acquiring the balance of outstanding AP AC shares, I plan to discuss
this matter with other shareholders. Given the significantly improved operating
performance achieved by the new management team, and the opportunities for APAC
to grow earnings and cash flow, 1 believe the price being offered to
shareholders does not at all constitute an appropriate valuation. I would
appreciate the opportunity to meet with the Special Committee of APAC's Board
and William Blair at an appropriate time.
I am confident that you and the Board will want all APAC shareholders to receive
a fair price for their stock.
Sincerely
Ronald L. Chez
cc: APAC Board
Securities and Exchange Commission