-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jvw+nTX58+/CI640spqlzra/VrDK3n2zoUkDZtqdQE+VtUOFp50NG8cTB+liJxW5 csupJjueCo7q3SmnDiqUeA== 0000914062-98-000032.txt : 19980212 0000914062-98-000032.hdr.sgml : 19980212 ACCESSION NUMBER: 0000914062-98-000032 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-48923 FILM NUMBER: 98532611 BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7709553815 MAIL ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 NORTH CITY: ATLANTA STATE: GA ZIP: 30339-8426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOK JOHN M CENTRAL INDEX KEY: 0001026035 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PROFIT RECOVERY GROUP INTERNATIONAL INC STREET 2: 2300 WINDY RIDGE PKWY STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7709553815 MAIL ADDRESS: STREET 1: PROFIT RECOVERY GROUP INTERNATIONAL INC STREET 2: 2300 WINDY RIDGE PKWY STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) The Profit Recovery Group International, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 743 168 106 (CUSIP Number) 514503.1 Page 2 of 6 CUSIP NO.743 168 106 (l) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons John M. Cook (2) Check the Appropriate Box if a Member of a Group (a) . (b) . (3) SEC Use Only (4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power - 5,248,423(1) Shares Beneficially Owned by Each (6) Shared Voting Power - 153,430(2) Reporting Person With (7) Sole Dispositive Power -5,248,423(1) (8) Shared Dispositive Power -153,430(2)
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 5,401,853 shares(1)(2) (10) Check if Aggregate Amount in Row (9) Excludes Certain Shares X . (11) Percent of Class Represented by Amount in Row 9 28.0 percent(1)(2) (12) Type of Reporting Person IN 514503.1 -2- Page 3 of 6 CUSIP NO.743 168 106 (1) Includes 3,471,033 shares of Common Stock owned directly and 1,732,684 shares held by the Cook Family Limited Partnership, of which Mr. Cook is the General Partner. Excludes 900,610 shares held by the John M. Cook Grantor Retained Annuity Trust, of which Mr. Cook is the sole beneficiary. Also includes 44,706 shares subject to currently exercisable options. (2) Includes 16,750 shares held by Mr. Cook's spouse. Includes 134,000 shares owned by Cook Family Foundation, Inc., of which Mr. Cook, his spouse and members of his immediate family are the directors, and 2,680 shares held by the Mary Caitlin Cook Trust, of which Mr. Cook and his spouse are the trustees. Excludes 900,610 shares held by the M. Lucy Cook Grantor Retained Annuity Trust, of which the spouse of Mr. Cook is the sole beneficiary. 514503.1 -3- Page 4 of 6 CUSIP NO.743 168 106 Item l(a). Name of Issuer: The Profit Recovery Group International, Inc. Item l(b). Address of Issuer's Principal Executive Offices: 2300 Windy Ridge Parkway, NW Suite 100, North Atlanta, Georgia 30339-8426 Item 2(a). Name of Person Filing: See item (l) of the cover page Item 2(b). Address of Principal Business Office: 2300 Windy Ridge Parkway, NW Suite 100, North Atlanta, Georgia 30339-8426 Item 2(c). Citizenship: See item (4) of cover page Item 2(d). Title of Class of Securities: Common Stock, No Par Value Per Share Item 2(e). CUSIP Number: 743 168 106 Item 3. Nature of Person Filing: Not applicable Item 4. Ownership: (a) Amount Beneficially Owned: See item (9) of cover page (b) Percent of Class: See item (11) of cover page (c) Number of shares as to which such person has: 514503.1 -4- Page 5 of 6 CUSIP NO.743 168 106 (i) sole power to vote or to direct the vote: See item (5) of cover page (ii) shared power to vote or to direct the vote: See item (6) of cover page (iii) sole power to dispose or to direct the disposition of: See item (7) of cover page (iv) shared power to dispose or to direct the disposition of: See item (8) of cover page Item 5. Ownership of Five Percent or Less of Class: [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: Not applicable 514503.1 -5- Page 6 of 6 CUSIP NO.743 168 106 Signature. After reasonable inquiry the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct. /s/ John M. Cook February 11, 1998 John M. Cook Date 514503.1 -6- -----END PRIVACY-ENHANCED MESSAGE-----