** **

** **

**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

## **Washington, D.C.20549**

----

 

**FORM 10-Q/A**

### **Amendment No. 1**

(Mark One)

 

**ý****                                  ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.**

 

**For the quarterly period ended March 30, 2003**

or

 

**o****                                  ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.**

 

**For theTransition Period From           to          **

 

**Commission file number 0-26786**

 

**APAC Customer Services, Inc.**

(Exact name of registrant asspecified in its charter)

 

| **Illinois**  (State or other jurisdiction   of incorporation or organization) | **36-2777140**  (I.R.S. Employer   Identification No.) |
|--------------------------------------------------------------------------------|--------------------------------------------------------|

 

**Six ParkwayNorth Center, Suite 400, Deerfield, Illinois 60015**

** **

Registrant’s telephone number, including area code:   **(847) 374-4980**

 

Indicateby check mark whether registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter periods that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements forthe past 90 days.

 

Yes  ý                   No  

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inrule 12b-2 of the Exchange Act).

 

Yes  ý                   No  

 

 

There were 49,441,592 common shares, $0.01par value outstanding as of May 12, 2003.

 

 

----

 

# **EXPLANATORYNOTE**

 

This QuarterlyReport on Form 10-Q/A constitutes Amendment No. 1 to the Quarterly Report onForm 10-Q filed by APAC Customer Services, Inc. for the quarterly period endedMarch 30, 2003.  This Form 10-Q/A isbeing filed solely to revise the cover page of the original Form 10-Q toindicate that the Registrant is an accelerated filer.

 

 

**SIGNATURES**

 

                Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 
| APAC CUSTOMER  SERVICES, INC.                                          |
|-----------------------------------------------------------------------------|
| /s/ MARC T. TANENBERG                                                       |
| MARC T. TANENBERG*Senior Vice President and   Chief Financial Officer* |

 

Dated: June 4, 2003

 

 

2

----

 

**CERTIFICATION PURSUANT TO RULE 13A-14 PROMULGATED UNDERTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

I, Theodore G. Schwartz, Chief Executive Officer ofAPAC Customer Services, Inc., certify that:

 

1.             Ihave reviewed this Amendment No.1 to the quarterly report on Form 10-Q ofAPAC Customer Services, Inc.;

 

2.             Basedon my knowledge, this Amendment No. 1 does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made in such Amendment No. 1, in light of the circumstances underwhich such statements were made, not misleading with respect to the informationset forth in such Amendment No. 1.

 

 
| Date: June 4, 2003 | /s/ THEODORE G. SCHWARTZ                            |
|--------------------|-----------------------------------------------------|
|               | Theodore G. Schwartz   Chief Executive Officer |

 

 

 

 

**CERTIFICATION PURSUANT TO RULE 13A-14 PROMULGATED UNDERTHE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED**

 

I, Marc T. Tanenberg, Chief Financial Officer ofAPAC Customer Services, Inc., certify that:

 

1.             Ihave reviewed this Amendment No.1 to the quarterly report on Form 10-Q ofAPAC Customer Services, Inc.;

 

2.             Basedon my knowledge, this Amendment No. 1 does not contain any untrue statement ofa material fact or omit to state a material fact necessary to make thestatements made in such Amendment No. 1, in light of the circumstances underwhich such statements were made, not misleading with respect to the informationset forth in such Amendment No. 1.

 

 
| Date: June 4, 2003 | /s/ MARC T. TANENBERG                         |
|--------------------|-----------------------------------------------|
|               | Marc T. TanenbergChief Financial Officer |

 

 

3

----