Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

OMB APPROVAL

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net



1. Name and Address of Reporting Person*

Schwartz, Theodore G.

2. Issuer Name and Ticker or Trading Symbol
APAC Customer Services, Inc. (APAC)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

Chairman and Chief Executive Officer              

(Last)      (First)     (Middle)

Six Parkway North
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
12/10/02

(Street)

Deerfield, IL 60015

5. If Amendment,
Date of Original
(Month/Day/Year)
12/12/02
7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Non-Qualified Stock Option (right to buy)

$2.465

12/10/02

 

A

 

150,000

 

 (1)

12/09/12

Common Stock

150,000

 

150,000

D

 

Explanation of Responses:

(1) On the Transaction Date, the Compensation Committee of the Board of Directors of APAC Customer Services, Inc. approved the options pursuant to the Company's Second Amended 1995 Incentive Stock Plan. Subject to acceleration in the event of termination of the Reporting Person's employment under specified circumstances or a change in control of the issuer, the options vest in four equal increments beginning on the first anniversary of the date of original grant as defined in the Plan ("Grant Date"), and thereafter on each subsequent anniversary date, and expire one day prior to the 10-year anniversary of the Grant Date unless earlier terminated pursuant to the terms of the Plan as a result of a termination of employment. The Reporting Person may surrender shares to the Issuer in order to pay the exercise price of an option or to satisfy the tax withholding consequences of an option exercise.

  By: /s/ /Theodore G. Schwartz/
             Theodore G. Schwartz
**Signature of Reporting Person
12/13/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 


POWER OF ATTORNEY



	The undersigned, Theodore G. Schwartz, hereby constitutes and appoints
Linda R. Witte and Nanette H. Hoff and each of them, as the undersigned's true and
lawful attorney-in-fact and agent for the undersigned as an officer, director and/or 10%
owner of APAC Customer Services, Inc. (the "Company") to sign any and all SEC
statements of beneficial ownership of securities on Form 4 required under Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder in connection with the option
for 150,000 shares of stock granted by the Company to the undersigned on December 10,
2002, and to file the same therewith, with the power and authority to do and perform each
act and thing requisite and necessary to be done under said Section 16(a), as fully to all
intents and purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue
hereof.

	The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

	A copy of this Power of Attorney shall be filed with the Securities and Exchange
Commission.



Dated: /12/13/02/

/Theodore G. Schwartz/
Signature of Reporting Person

Theodore G. Schwartz
Chairman of the Board and
Chief Executive Officer
       Title