-----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, CcUA9bgolVk0ar1Ckunomy9d/sZ2pZA1GkS2fYcEi5W1XfdcbFwq83xVf1G1RF7O WiliowBo00yhUbkMvwE4ow== 0000914062-02-000673.txt : 20020925 0000914062-02-000673.hdr.sgml : 20020925 20020925161509 ACCESSION NUMBER: 0000914062-02-000673 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020925 GROUP MEMBERS: HOWARD SCHULTZ GROUP MEMBERS: PRG SCHULTZ LIQUIDATING INVESTMENTS GP, L.L.C. GROUP MEMBERS: SCHULTZ PRG LIQUIDATING INVESTMENTS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULTZ HOWARD CENTRAL INDEX KEY: 0001166153 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PARKWAY CITY: ATLANTA STATE: GA ZIP: 30339-8420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRG SCHULTZ 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49706 FILM NUMBER: 02772150 BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7707793900 MAIL ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 NORTH CITY: ATLANTA STATE: GA ZIP: 30339-8426 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 SC 13D/A 1 schultz13da902.txt AMENDMENT NO. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PRG-Schultz International, Inc. ------------------------------ (Name of Issuer) Common Stock, no par value per share ------------------------------------- (Title of Class of Securities) 69357C 10 7 -------------------- (CUSIP Number) B. Joseph Alley, Jr., Esq. Curtis Swinson, Esq. Arnall Golden Gregory LLP Malouf Lynch Jackson & Swinson 2800 One Atlantic Center 600 Preston Common East 1201 West Peachtree Street 8115 Preston Road Atlanta, Georgia 30309-3450 Dallas, Texas 75225-6342 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 20, 2002 (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7(b) 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).
============================================================================================================================ 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Schultz PRG Liquidating Investments, Ltd. - ---------------------------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) /X/ (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 Texas - ---------------------------------------------------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF SHARES - ---------- ------------------------------------------------------------------------------------- 8 BENEFICIALLY OWNED BY EACH Shared Voting Power REPORTING PERSON WITH 2,446,168(1) - ---------- ------------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - ---------- ------------------------------------------------------------------------------------- 10 Shared Dispositive Power 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares - ---------------------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 3.88 percent - ---------------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person PN ============================================================================================================================
(1) These shares are held by Schultz PRG Liquidating Investments, Inc. (the "Partnership"). The Partnership is deemed to share voting and dispositive power of the shares owned by the Partnership with PRG Schultz Liquidating Investments GP, L.L.C., the Partnership's General Partner (the "General Partner"), and Howard Schultz, the Partnership's Limited Partner and sole owner of the General Partner. Mr. Howard Schultz is a Director of PRG-Schultz International, Inc. 2
=========================================================================================================================== 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons PRG Schultz Liquidating Investments GP, L.L.C. - ---------------------------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) /X/ (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 Texas - ---------------------------------------------------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF SHARES - ---------- ------------------------------------------------------------------------------------- 8 BENEFICIALLY OWNED BY EACH Shared Voting Power REPORTING PERSON WITH 2,446,168(1) - ---------- ------------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - ---------- ------------------------------------------------------------------------------------- 10 Shared Dispositive Power 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares - ---------------------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 3.88 percent - ---------------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person 00 ============================================================================================================================
(1) These shares are held by Schultz PRG Liquidating Investments, Inc. (the "Partnership"). PRG Schultz Liquidating Investments GP, L.L.C., the Partnership's General Partner (the "General Partner"), is deemed to share voting and dispositive power of the shares owned by the Partnership with the Partnership and Howard Schultz, the Partnership's Limited Partner and sole owner of the General Partner. Mr. Howard Schultz is a Director of PRG-Schultz International, Inc. 3
============================================================================================================================ 1 Name of Reporting Persons I.R.S. Identification Nos. of Above Persons Howard Schultz - ---------------------------------------------------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) /X/ (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 United States - ---------------------------------------------------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF SHARES - ---------- ------------------------------------------------------------------------------------- 8 BENEFICIALLY OWNED BY EACH Shared Voting Power REPORTING PERSON WITH 2,446,168(1) - ---------- ------------------------------------------------------------------------------------- 9 Sole Dispositive Power 0 - ---------- ------------------------------------------------------------------------------------- 10 Shared Dispositive Power 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,446,168(1) - ---------------------------------------------------------------------------------------------------------------------------- 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares - ---------------------------------------------------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 3.88 percent - ---------------------------------------------------------------------------------------------------------------------------- 14 Type of Reporting Person IN ============================================================================================================================
(1) These shares are held by Schultz PRG Liquidating Investments, Inc. (the "Partnership"). Mr. Howard Schultz is deemed to share voting and dispositive power of the shares owned by the Partnership with the Partnership and PRG Schultz Liquidating Investments GP, L.L.C., the Partnership's General Partner, of which Mr. Howard Schultz is the sole owner. Mr. Schultz is a Director of PRG-Schultz International, Inc. 4 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On September 20, 2002, PRG-Schultz International, Inc. ("PRG-Schultz") exercised an option to purchase 1,446,168 shares of PRG-Schultz common stock from Schultz PRG Liquidating Investments, Ltd. (the "Partnership") for $12,676,920.09. No outlay of funds or other consideration was required on the part of any Reporting Person. ITEM 4. PURPOSE OF TRANSACTION See Item 4 of Amendment No. 3 to Schedule 13D filed on September 3, 2002. This Amendment No. 4 amends the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on February 4, 2002, as amended for transactions on February 22, 2002, March 27, 2002, August 22, 2002 and August 27, 2002 by the Partnership, PRG Schultz Liquidating Investments GP, L.L.C. (the "General Partner"), Howard Schultz, Arthur N. Budge, Jr. and certain other reporting persons who are no longer reporting persons hereunder. This amendment to the Schedule 13D relates to the exercise by PRG-Schultz International, Inc. of an option to purchase up to 1,446,168 shares of PRG-Schultz common stock from the Partnership pursuant to that certain First Option Agreement dated August 27, 2002. (a)-(j) None of the Reporting Persons has any intention of acquiring control of PRG-Schultz other than Mr. Howard Schultz serving as a Director of PRG-Schultz. On August 27, 2002, pursuant to a First Option Agreement entered into between the Partnership and PRG-Schultz, the Partnership granted an option to PRG-Schultz to purchase up to 1,446,168 shares of PRG-Schultz common stock owned by the Partnership at $8.72 per share plus 8% interest per annum. On September 17, 2002, PRG-Schultz gave notice of its exercise of its option to purchase 1,446,168 shares pursuant to a Notice of Exercise of Option. On September 20, 2002, PRG-Schultz exercised its option by paying the Partnership $12,676,920.09 for these shares. On September 20, 2002, the Partnership repaid the $12,610,585 plus $66,335.09 of accrued interest evidenced by promissory notes dated September 6, 2002 (which replaced promissory notes dated August 27, 2002) to Berkshire Fund V Investment Corp. ("Berkshire") and two of its affiliates. Concurrently with this repayment, Berkshire and its affiliates released 1,446,168 shares of PRG-Schultz common stock owned by the Partnership that were pledged to Berkshire and its affiliates as security for the promissory notes pursuant to a Written Request and Satisfaction and Release agreements. The Notice of Exercise of Option is incorporated by reference to Exhibit 99.14 herein. The Written Request is incorporated by reference to Exhibit 99.15 herein. The Satisfaction and Release agreements are incorporated by reference to Exhibit 99.16 herein. The First Option Agreement with Berkshire is incorporated by reference to Exhibit 99.8 to the Schedule 13D Amendment filed by the Reporting Persons on September 3, 2002. The Form of Promissory Note with Berkshire and its affiliate is incorporated by reference to Exhibit 99.5 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002. The Form of Pledge Agreement with Berkshire and its affiliate is incorporated by reference to Exhibit 99.6 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002. The Form of Subordination Agreement with Berkshire and its affiliate is incorporated by reference to Exhibit 99.7 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) See Items 7-13 of the cover pages. (c) See Item 4 above and Item 4 of the Amendment No. 3 to Schedule 13D filed on September 3, 2002. No other transactions in PRG-Schultz' securities have been effected by an individual named in Item 2 of the 5 Schedule 13D within the last sixty days other than those reported on Amendment No. 3 to Schedule 13D filed on September 3, 2002. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sales of, the securities of PRG-Schultz. (e) As of September 20, 2002, the Partnership, the General Partner and Howard Schultz ceased to beneficially own more than five percent of the outstanding shares of common stock of PRG-Schultz. As of September 20, 2002, the "Group" that filed the Schedule 13D on February 4, 2002 ceased to beneficially own more than five percent of the outstanding shares of common stock of PRG-Schultz. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See item 6 of the Schedule 13D filed on February 4, 2002 and Item 6 of Amendment No. 1 to Schedule 13D filed on February 21, 2002, Item 6 of Amendment No. 2 to Schedule 13D filed on April 16, 2002 and Item 6 of Amendment No. 3 to Schedule 13D filed on September 3, 2002. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99.1 Asset Agreement (incorporated herein by reference to Annex A to PRG-Schultz's Definitive Proxy Statement filed on December 20, 2001). 99.2 Stock Agreement (incorporated herein by reference to Annex B to PRG-Schultz's Definitive Proxy Statement filed on December 20, 2001). 99.3 Shareholder Agreement (incorporated by reference to Exhibit 10.3 filed with PRG-Schultz's Registration Statement on Form S-4 (333-69142) filed on September 7, 2001). 99.4 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 filed with PRG-Schultz's Registration Statement on Form S-4 (333-69142) filed on September 7, 2001). 99.5 Stock Purchase Agreement between Blum Strategic Partners II, L.P. and certain entities and individuals dated February 21, 2002 (incorporated by reference to Exhibit 99.5 of Amendment No. 1 to Schedule 13D filed on February 21, 2002). 99.6 Stock Purchase Agreement dated August 16, 2002 (incorporated by reference to Exhibit II to the Schedule 13D Amendment filed by certain affiliated Blum entities on August 26, 2002). 99.7 Stock Purchase Agreement dated August 16, 2002 (incorporated by reference to Exhibit 99.2 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002). 99.8 Form of First Option Agreement dated August 27, 2002 (incorporated by reference to Exhibit 99.8 of Amendment No. 3 to Schedule 13D filed on September 3, 2002). 99.9 Form of Second Option Agreement dated August 27, 2002 (incorporated by reference to Exhibit 99.8 of Amendment No. 3 to Schedule 13D filed on September 3, 2002). 99.10 Form of Promissory Note dated August 27, 2002 (incorporated by reference to Exhibit 99.5 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002). 99.11 Form of Pledge Agreement dated August 27, 2002. (incorporated by reference to Exhibit 99.6 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002). 99.12 Form of Subordination Agreement dated August 27, 2002 (incorporated by reference to Exhibit 99.7 to the Schedule 13D Amendment filed by certain affiliated Berkshire entities on August 26, 2002). 99.13 Consent and Amendment Agreement dated August 16, 2002 (incorporated by reference to Exhibit 99.8 of Amendment No. 3 to Schedule 13D filed on September 3, 2002). 99.14 Notice of Exercise of Option dated September 17, 2002. 99.15 Written Request dated September 20, 2002. 99.16 Satisfaction and Release agreements dated September 20, 2002. 6 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. Dated: September 23, 2002 Schultz PRG Liquidating Investments, Ltd. /s/ Howard Schultz ------------------------------------------------- By: Howard Schultz, Sole Owner PRG Schultz Liquidating Investments GP, L.L.C. It's General Partner PRG Schultz Liquidating Investments GP, L.L.C. /s/ Howard Schultz -------------------------------------------------- By: Howard Schultz, Sole Owner /s/ Howard Schultz -------------------------------------------------- Howard Schultz 7 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument. Dated: September 23, 2002 Schultz PRG Liquidating Investments, Ltd. /s/ Howard Schultz ---------------------------------------------------- By: Howard Schultz, Sole Owner PRG Schultz Liquidating Investments GP, L.L.C. It's General Partner PRG Schultz Liquidating Investments GP, L.L.C. /s/ Howard Schultz ---------------------------------------------------- By: Howard Schultz, Sole Owner /s/ Howard Schultz ---------------------------------------------------- Howard Schultz 8 1510594 EX-99.14 3 schultz13da902ex9914.txt NOTICE OF EXERCISE OF OPTION EXHIBIT 99.14 NOTICE OF EXERCISE OF OPTION Via Facsimile Schultz PRG Liquidating Investments, Ltd. 9241 LBJ Freeway Dallas, Texas 75243 Attention: Howard Schultz Pursuant to the First Option Agreement dated August 27, 2002 ("Option Agreement") between Schultz PRG Liquidating Investments, Ltd. ("Schultz LP") and PRG-Schultz International, Inc. ("PRGX"), Schultz LP granted to PRGX an option to purchase up to 1,446,168 shares of PRGX Common Stock (the "Option Shares"), in one or more installments over the term of the Option Agreement, in exchange for the Purchase Price as defined in and determined pursuant to Section 1.1 of the Option Agreement. Capitalized terms not defined herein have the same meanings assigned to them in the Option Agreement. Pursuant to Section 1.2 of the Option Agreement, PRGX hereby notifies Schultz LP that it is exercising its option to purchase 1,446,168 Option Shares (such number being the "Purchased Shares"). The Option Closing shall occur at 10:00 am EDT on Friday, September 20, 2002 at the offices of our counsel, Arnall Golden Gregory LLP, at which time PRGX will pay the Purchase Price of $12,676,920.09 ($12,610,584.96 + $66,335.13 interest @ 8% per annum from 8/27/02 to 9/20/02 for the Purchased Shares to Schultz LP by wire transfer. As of September 17, 2002, according to PRGX's transfer agent; Wachovia Bank, N.A., the total number of PRGX shares issued and outstanding is 64,697,540. Dated: September 17, 2002 PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ C. McKellar, Jr. -------------------------------------------- Its: S.V.P. and General Counsel -------------------------------------------- 1511713v1 EX-99.15 4 schultz13da902ex9915.txt WRITTEN REQUEST EXHIBIT 99.15 WRITTEN REQUEST Berkshire Fund V, Limited Partnership Berkshire Fund VI, Limited Partnership Berkshire Investors LLC One Boston Place, Suite 3300 Boston, Massachusetts 02108-4401 Attention: Ross M. Jones PRG-Schultz International, Inc. 2300 Windy Ridge Parkway Suite 100 North Atlanta, GA 30339-8426 Attention: Clinton McKellar, Jr. Pursuant to the First Option Agreement dated August 27, 2002 ("Option Agreement") between Schultz PRG Liquidating Investments, Ltd. ("Schultz LP") and PRG-Schultz International, Inc. ("PRGX"), PRGX has exercised its option to acquire 1,446,168 shares of PRGX Common Stock (see attached Notice of Exercise) and Schultz LP has received $12,676,920.09 in full payment therefor. Currently herewith, pursuant to Article 3.1 of those certain Secured Promissory Notes (the "Notes") between Schultz LP and each of Berkshire Fund V, Limited Partnership, Berkshire Fund VI, Limited Partnership and Berkshire Investors LLC, respectively (collectively, "Berkshire"), Schultz LP has repaid by wire transfer in full the Credit Obligations under each of the Notes. Capitalized terms not defined herein have the meaning assigned them in the Notes. Pursuant to Article IV of those certain Pledge Agreements between Schultz LP and Berkshire, securing satisfaction of the Notes (the "Pledge Agreements"), Schultz LP hereby requests that Berkshire: 1. mark each Note "Cancelled and Paid in Full" and terminate the Pledge Agreements; 2. cause each Berkshire entity to execute the appropriate Satisfaction and Release in substantially the form attached hereto and fax it to each party and its counsel; and 3. forward immediately by a nationally recognized overnight express service, the following: (a) to Schultz LP, the original Notes, marked "Cancelled and Paid in Full" and originals of executed Satisfactions and Releases; and (b) to Eva Cederholm, Arnall Golden & Gregory, LLP, certificates for all of the Pledged Shares (as defined in the Pledge Agreements) released from the Pledge Agreements (which shall equal the number of shares acquired by PRGX upon exercise under the Option Agreement; together with original stock powers (sent in a separate package from the package containing the stock certificates) previously delivered by Schultz LP to Berkshire, for the transfer of the Pledged Shares so released. 4. PRGX and its counsel are hereby authorized to complete the stock powers for transfer or cancellation, as determined by PRGX in its sole discretion, of the Pledged Shares so released. Dated: September 20, 2002 SCHULTZ PRG LIQUIDATING INVESTMENTS, LTD. By: SCHULTZ PRG LIQUIDATING INVESTMENTS GP, LLC Its: General Partner By: /s/ Howard Schultz ------------------------------- Name: Howard Schultz ------------------------------- Its: Manager ------------------------------- 1511682 EX-99.16 5 schultz13da902ex9916.txt SATISFACTION AND RELEASE EXHIBIT 99.16 SATISFACTION AND RELEASE The undersigned hereby acknowledges that it has received from Schultz PRG Liquidating Investments, Ltd., a Texas limited partnership ("Borrower") $654,363.40 in full satisfaction of the Credit Obligations referred to and defined in that certain Schultz PRG Liquidating Investments, Ltd. Pledge Agreement (the "Pledge Agreement") between Schultz LP and Berkshire Investors LLC, a Massachusetts limited liability company ("Berkshire"), pursuant to which 74,649 shares of PRGX Common Stock ("Pledged Shares") were pledged by Borrower to Berkshire to secure that certain Schultz PRG Liquidating Investments, Ltd. Secured Promissory Note due February 13, 2003 in the original principal amount of $650,939.28 dated as of September 6, 2002 (the "Note"). Berkshire hereby acknowledges that the Pledge Agreement is fully satisfied, terminated and discharged. Berkshire agrees to immediately take the following actions: 1. mark the Note "Cancelled and Paid in Full"; 2. forward immediately by a nationally recognized overnight express service, the following: (a) to Schultz LP, the original Note marked "Cancelled and Paid in Full" and an executed original of this Satisfaction and Release; and (b) to Eva Cederholm, Arnall Golden & Gregory, LLP, certificates for that number of Pledged Shares (as defined in the Pledge Agreements) released from the Pledge Agreement; together with original stock powers (sent in a separate package from the package containing the stock certificates) previously delivered by Borrower to Berkshire, without alteration for the transfer of the Pledged Shares so released. IN WITNESS WHEREOF, the undersigned has executed this Satisfaction and Release as of the 20th day of September, 2002. BERKSHIRE INVESTORS LLC By /s/ Ross M. Jones ----------------------------------------- Name: Ross M. Jones Title: Managing Director SATISFACTION AND RELEASE The undersigned hereby acknowledges that it has received from Schultz PRG Liquidating Investments, Ltd., a Texas limited partnership ("Borrower") $5,762,226.84 in full satisfaction of the Credit Obligations referred to and defined in that certain Schultz PRG Liquidating Investments, Ltd. Pledge Agreement (the "Pledge Agreement") between Schultz LP and Berkshire Fund V, Limited Partnership, a Massachusetts limited partnership ("Berkshire"), pursuant to which 657,348 shares of PRGX Common Stock ("Pledged Shares") were pledged by Borrower to Berkshire to secure that certain Schultz PRG Liquidating Investments, Ltd. Secured Promissory Note due February 13, 2003 in the original principal amount of $5,732,074.56 dated as of September 6, 2002 (the "Note"). Berkshire hereby acknowledges that the Pledge Agreement is fully satisfied, terminated and discharged. Berkshire agrees to immediately take the following actions: 1. mark the Note "Cancelled and Paid in Full"; 2. forward immediately by a nationally recognized overnight express service, the following: (a) to Schultz LP, the original Note marked "Cancelled and Paid in Full" and an executed original of this Satisfaction and Release; and (b) to Eva Cederholm, Arnall Golden & Gregory, LLP, certificates for that number of Pledged Shares (as defined in the Pledge Agreements) released from the Pledge Agreement; together with original stock powers (sent in a separate package from the package containing the stock certificates) previously delivered by Borrower to Berkshire, without alteration for the transfer of the Pledged Shares so released. IN WITNESS WHEREOF, the undersigned has executed this Satisfaction and Release as of the 20th day of September, 2002. BERKSHIRE FUND V, LIMITED PARTNERSHIP By: Fifth Berkshire Associates LLC Its General Partner By /s/ Ross M. Jones ----------------------------------------- Name: Ross M. Jones Title: Managing Director SATISFACTION AND RELEASE The undersigned hereby acknowledges that it has received from Schultz PRG Liquidating Investments, Ltd., a Texas limited partnership ("Borrower") $6,260,329.85 in full satisfaction of the Credit Obligations referred to and defined in that certain Schultz PRG Liquidating Investments, Ltd. Pledge Agreement (the "Pledge Agreement") between Schultz LP and Berkshire Fund VI, Limited Partnership, a Massachusetts limited partnership ("Berkshire"), pursuant to which 714,171 shares of PRGX Common Stock ("Pledged Shares") were pledged by Borrower to Berkshire to secure that certain Schultz PRG Liquidating Investments, Ltd. Secured Promissory Note due February 13, 2003 in the original principal amount of $6,227,571.12 dated as of September 6, 2002 (the "Note"). Berkshire hereby acknowledges that the Pledge Agreement is fully satisfied, terminated and discharged. Berkshire agrees to immediately take the following actions: 1. mark the Note "Cancelled and Paid in Full"; 2. forward immediately by a nationally recognized overnight express service, the following: (a) to Schultz LP, the original Note marked "Cancelled and Paid in Full" and an executed original of this Satisfaction and Release; and (b) to Eva Cederholm, Arnall Golden & Gregory, LLP, certificates for that number of Pledged Shares (as defined in the Pledge Agreements) released from the Pledge Agreement; together with original stock powers (sent in a separate package from the package containing the stock certificates) previously delivered by Borrower to Berkshire, without alteration for the transfer of the Pledged Shares so released. IN WITNESS WHEREOF, the undersigned has executed this Satisfaction and Release as of the 20th day of September, 2002. BERKSHIRE FUND VI, LIMITED PARTNERSHIP By: Sixth Berkshire Associates LLC Its General Partner By /s/ Ross M. Jones ----------------------------------------- Name: Ross M. Jones Title: Managing Director 1511681 -----END PRIVACY-ENHANCED MESSAGE-----