-----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, R3MD7wcahyKp/xR9ENXW3Of0HuLKRP9H2ZyDijWAgi7zIT9hnO7TPZ4j74ndDtVH U3AaKVBeGHxKYclCEeBUAQ== 0000938775-02-000054.txt : 20020923 0000938775-02-000054.hdr.sgml : 20020923 20020923134647 ACCESSION NUMBER: 0000938775-02-000054 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020923 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: 02769849 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLUM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000938775 IRS NUMBER: 943205364 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P DATE OF NAME CHANGE: 19970219 SC 13D/A 1 prgx13d7.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 PRG-SCHULTZ INTERNATIONAL, INC. ------------------------------------------ (Name of Issuer) COMMON STOCK ------------------------------------- (Title of Class of Securities) 69357C107 --------- (CUSIP Number) Murray A. Indick Blum Capital Partners, L.P. 909 Montgomery Street, Suite 400 San Francisco, CA 94133 (415) 434-1111 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 19, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *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). Page 1 of 12 CUSIP NO. 69357C107 SCHEDULE 13D Page 2 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM CAPITAL PARTNERS, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN, IA - ------------------------------------------------------------------------------ ** See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 69357C107 SCHEDULE 13D Page 3 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ ** See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 69357C107 SCHEDULE 13D Page 4 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) - ------------------------------------------------------------------------------ ** See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 69357C107 SCHEDULE 13D Page 5 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC PARTNERS II, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395151 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON PN - ------------------------------------------------------------------------------ ** See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 69357C107 SCHEDULE 13D Page 6 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON BLUM STRATEGIC GP II, L.L.C. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3395150 - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON OO (Limited Liability Company) - ------------------------------------------------------------------------------ ** See Item 5 CUSIP NO. 69357C107 SCHEDULE 13D Page 7 of 12 - ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON RICHARD C. BLUM S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [x] - ------------------------------------------------------------------------------ 3. SEC USE ONLY - ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS* See Item 3 - ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - ------------------------------------------------------------------------------ 7. SOLE VOTING POWER -0- NUMBER OF ----------------------------------------------------------- SHARES 8. SHARED VOTING POWER 15,607,908** BENEFICIALLY OWNED BY EACH ----------------------------------------------------------- PERSON WITH 9. SOLE DISPOSITIVE POWER -0- ----------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 15,607,908** - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,607,908** - ------------------------------------------------------------------------------ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 22.4%** - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ ** See Item 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 69357C107 SCHEDULE 13D Page 8 of 12 Item 1. Security and Issuer - ---------------------------- This Amendment No. 7 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on September 5, 2002 by Blum Capital Partners, L.P., a California limited partnership, ("Blum L.P."); Richard C. Blum & Associates, Inc., a California corporation ("RCBA Inc."); Blum Strategic GP, L.L.C., a Delaware limited liability company ("Blum GP"); Blum Strategic GP II, L.L.C., a Delaware limited liability company ("Blum GP II"); Blum Strategic Partners II, L.P., a Delaware limited partnership ("Blum Strategic II"); and Richard C. Blum, the Chairman and a substantial shareholder of RCBA Inc. and a managing member of Blum GP and Blum GP II (collectively, the "Reporting Persons"). This amendment to the Schedule 13D relates to the sale of shares of Common Stock of PRG-Schultz International, Inc., a Georgia corporation (the "Issuer") in a privately-negotiated transaction. The principal executive office and mailing address of the Issuer is 2300 Windy Ridge Parkway, Suite 100 North, Atlanta, Georgia 30339-8426. The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of the Transaction - ----------------------------------- Item 4 of the Schedule 13D is hereby amended to add the following additional information: On September 19, 2002, Blum Strategic II and one if its affiliates sold 28,670 shares, at $8.72 per share, of the Issuer's Common Stock to Squam Lake Investors V, L.P., Waban Investors I, L.P. and Sunapee Securities, Inc., in a privately negotiated transaction. Executed copies of the transaction documents are attached hereto as Exhibit II and Exhibit III and incorporated by reference herein. The sale was contemplated as part of the transactions previously reported on Amendment No. 5 and Amendment No. 6. Item 5. Interest in Securities of the Issuer - --------------------------------------------- Item 5 of the Schedule 13D is hereby amended as follows: (a),(b) According to the Issuer's most recent Form 10-Q, there were 64,571,944 shares of Common Stock issued and outstanding as of July 31, 2002. CUSIP NO. 69357C107 SCHEDULE 13D Page 9 of 12 Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report direct holdings as follows: (i) Blum L.P. and RCBA Inc. report holdings of 1,756,400 of the Common Stock on behalf of the limited partnerships for which Blum L.P. serves as the general partner and Blum L.P.'s investment advisory clients, which represents 2.7% of the outstanding shares of the Common Stock; (ii) Blum GP reports holdings of 117,700 shares of the Common Stock on behalf of the limited partnership for which it serves as the general partner, which represents 0.2% of the outstanding shares of the Common Stock; (iii) Blum GP II reports holdings of 7,000,880 shares of the Common Stock on behalf of the limited partnership for which it serves as the general partner, which represents 10.8% of the outstanding shares of the Common Stock; and (iv) Mr. Blum reports the aggregate of these shares for a total of 8,874,980 shares of the Common Stock, which represents 13.7% of the outstanding shares of the Common Stock. In addition, because Blum L.P. has voting and investment power with respect to 118,800 shares that are legally owned by The Common Fund for the account of its Multi-Strategy Equity Fund ("The Common Fund"), those shares are reported as beneficially owned by Blum L.P. The Common Fund is principally engaged in the business of managing investments for educational institutions. The principal administrative office of The Common Fund is located at 15 Old Danbury Road, Wilton, Connecticut 06897-0812. The Common Fund disclaims membership in a group with any of the Reporting Persons, and disclaims beneficial ownership of any shares held by the Reporting Persons. Voting and investment power concerning the above shares are held solely by Blum L.P., Blum GP and Blum GP II. The Reporting Persons may be deemed to be members in a group, in which case each Reporting Person would be deemed to have beneficial ownership of an aggregate of 8,993,780 shares of the Common Stock, which is 13.9% of the outstanding Common Stock. As the sole general partner of Blum L.P., RCBA Inc. is deemed the beneficial owner of the securities over which Blum L.P. has voting and investment power. As Chairman, director and a substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be the beneficial owner of the securities beneficially owned by RCBA Inc. Additionally, Mr. Blum may be deemed to be the beneficial owner of the securities over which Blum GP and Blum GP II have voting and investment power. In the event that the Reporting Persons converted the Convertible Notes into Common Stock (see the Schedule 13D Amendment Number 2, filed by the Reporting Persons on December 5, 2001), the Reporting Persons would be deemed to have beneficial ownership of 14,161,740 shares, and the Issuer would be deemed to have 69,739,904 shares issued and outstanding. The Reporting Persons would thus be deemed to have beneficial ownership of 20.3% of the Common Stock, as follows: (i) Blum L.P. and RCBA Inc. would be deemed to have beneficial ownership of 4,986,375 shares, which represents 7.2% on an as converted basis; (ii) Blum GP II would be deemed to have beneficial ownership of 8,938,865 shares, which represents 12.8% on an as converted basis; (iii) Blum GP would be deemed to have beneficial ownership of 117,700 shares, which represents 0.2% on an as converted basis; and (iv) Mr. Blum might be deemed to have beneficial ownership of 14,161,740 shares, which represents 20.3% on an as converted basis. CUSIP NO. 69357C107 SCHEDULE 13D Page 10 of 12 In addition, assuming that the Reporting Persons converted the Convertible Notes into Common Stock and that they acquired all the shares subject to the put/call arrangement contained in the Secured Promissory Note, the Reporting Persons would be deemed to have beneficial ownership of 15,607,908 shares, and the Issuer would be deemed to have 69,739,904 shares issued and outstanding. The Reporting Persons would thus be deemed to have beneficial ownership of 22.4% of the Common Stock, as follows: (i) Blum L.P. and RCBA Inc. would be deemed to have beneficial ownership of 4,986,375 shares, which represents 7.2% on an as converted basis; (ii) Blum GP II would be deemed to have beneficial ownership of 10,385,033 shares, which represents 14.9% on an as converted basis; (iii) Blum GP would be deemed to have beneficial ownership of 117,700 shares, which represents 0.2% on an as converted basis; and (iv) Mr. Blum might be deemed to have beneficial ownership of 15,607,908 shares, which represents 22.4% on an as converted basis. Although Mr. Blum is joining in this Schedule as a Reporting Person, the filing of this Schedule shall not be construed as an admission that he, or any of the other shareholders, directors or executive officers of RCBA Inc., or any of the managing members and members of Blum GP and Blum GP II, is, for any purpose, the beneficial owner of any of the securities that are beneficially owned by RCBA Inc., Blum GP or Blum GP II, except to the extent of any pecuniary interest therein. (c) There were no other reportable transactions other than the transaction described in Item 4 above. (d) and (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer - ------------------------------------------------------------------------------ Item 6 to Schedule 13D is hereby amended to add the following information: On September 19, 2002, Blum Strategic II and one of its affiliates entered into an agreement (the "Assignment and Assumption Agreement" attached hereto as Exhibit II) with Squam Lake Investors V, L.P., Waban Investors I, L.P. and Sunapee Securities, Inc. As described in Item 4 above, Blum Strategic II and one of its affiliates entered into an agreement (the "Joinder Agreement" attached hereto as Exhibit III) with the Issuer, Squam Lake Investors V, L.P., Waban Investors I, L.P. and Sunapee Securities, Inc. Item 7. Material to be Filed as Exhibits - ----------------------------------------- Exhibit I Joint Filing Undertaking Exhibit II Assignment and Assumption Agreement Exhibit III Joinder Agreement CUSIP NO. 69357C107 SCHEDULE 13D Page 11 of 12 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 23, 2002 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By Richard C. Blum & Associates, Inc. its general partner By /s/ Murray A. Indick By /s/ Murray A. Indick ------------------------------- ----------------------------------- Murray A. Indick Murray A. Indick Partner, General Counsel Partner, General Counsel and Secretary and Secretary BLUM STRATEGIC GP, L.L.C. RICHARD C. BLUM By /s/ Murray A. Indick /s/ Murray A. Indick ------------------------------- --------------------------------------- Murray A. Indick, Member By Murray A. Indick, Attorney-in-Fact BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P. By: Blum Strategic GP II, L.L.C., its General Partner By /s/ Murray A. Indick By /s/ Murray A. Indick ---------------------------- ---------------------------- Murray A. Indick, Member Murray A. Indick, Member CUSIP NO. 69357C107 SCHEDULE 13D Page 12 of 12 Exhibit I JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: September 23, 2002 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By Richard C. Blum & Associates, Inc. its general partner By /s/ Murray A. Indick By /s/ Murray A. Indick ------------------------------- ----------------------------------- Murray A. Indick Murray A. Indick Partner, General Counsel Partner, General Counsel and Secretary and Secretary BLUM STRATEGIC GP, L.L.C. RICHARD C. BLUM By /s/ Murray A. Indick /s/ Murray A. Indick ------------------------------- --------------------------------------- Murray A. Indick, Member By Murray A. Indick, Attorney-in-Fact BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P. By: Blum Strategic GP II, L.L.C., its General Partner By /s/ Murray A. Indick By /s/ Murray A. Indick ---------------------------- ----------------------------- Murray A. Indick, Member Murray A. Indick, Member EX-2 3 prgxassptnagmt.txt EXHIBIT II ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement"), dated as of September 19, 2002, is made by and among Blum Strategic Partners II, L.P., a Delaware limited partnership and Blum Strategic Partners II GmbH & Co. KG, a German limited partnership (collectively "Blum"), Squam Lake Investors V, L.P., a Delaware limited partnership, Waban Investors I, L.P., a Delaware limited partnership, and Sunapee Securities, Inc., a Massachusetts corporation (each an "Investor" and collectively, the "Investors"). WHEREAS, on August 16, 2002, Blum Strategic Partners II, L.P. entered into a Stock Purchase Agreement with each of the entities or individuals listed on Exhibit A to the Stock Purchase Agreement (collectively, the "Sellers") (the "Stock Purchase Agreement"); WHEREAS, pursuant to the Stock Purchase Agreement, the Sellers sold to Blum 4,338,507 shares of common stock (the "PRG Stock") of PRG-Schultz International, Inc. ("PRG") for a price of $8.72 per share; and WHEREAS, in accordance with its rights under Section 4.10(b) of the Stock Purchase Agreement, Blum wishes to sell, and the Investors wish to purchase, a portion of the PRG Stock held by Blum, on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises, the mutual and reciprocal promises contained herein and the valuable consideration paid hereunder, the receipt and sufficiency of which is hereby acknowledged by each of the parties to this Agreement, the parties hereto agree as follows: 1. Definitions. Capitalized terms used herein without definition have the meanings ascribed to them in the Stock Purchase Agreement. 2. Sale and Assignment. Blum hereby sells and assigns to the Investors without recourse and without representation or warranty (other than as expressly provided herein), and the Investors hereby purchase and assume from Blum, that interest in and to all of Blum's rights and obligations under the Stock Purchase Agreement as of the date hereof in an aggregate of 28,670 shares of the PRG Stock (the "Shares"), allocated among the Investors as set forth on Schedule I hereto. 3. Purchase Price. The aggregate purchase price of the Shares is $250,002.40 (the "Purchase Price") and is due and payable by the Investors to Blum by wire transfer of immediately available funds upon the execution and delivery of this Agreement. 4. Deliveries of Documents. Simultaneously with the execution and delivery of this Agreement: (a) Blum shall deliver or cause to be delivered to the Investors stock certificates evidencing the Shares; (b) in accordance with Article VII of the Blum Registration Rights Agreement, the Investors shall execute and deliver to Blum and PRG a joinder agreement to the Blum Registration Rights Agreement in the form attached as Exhibit A hereto providing that the Shares are subject to and the Investors are parties to and bound by the Blum Registration Rights Agreement to the same extent as Blum; and (c) the Investors shall execute and deliver to Blum, the Sellers and PRG a representation letter in the form attached as Exhibit B hereto. 5. Representations and Warranties of Blum. Blum: (a) represents and warrants that (i) it is the legal and beneficial owner of the Shares being assigned by it hereunder and that such interests are free and clear of any lien or adverse claim other than restrictions on transfer imposed by applicable federal and state securities laws and the Blum Registration Rights Agreement; (ii) it has full power and authority to execute, deliver and perform this Agreement; (iii) this Agreement constitutes the valid and binding obligation of Blum, enforceable in accordance with its respective terms; and (iv) Blum has caused to be delivered copies of each of (A) the Stock Purchase Agreement and (B) the Blum Registration Rights Agreement to the Investors and, as of the date hereof, there are no other amendments of or modifications to such documents that have not been disclosed to the Investors. (b) except as expressly provided in Section 5(a)(iv) hereof, makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with Stock Purchase Agreement and related transaction documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Stock Purchase Agreement and related transaction documents, the Shares, or any other instrument or document furnished pursuant to the PRG Stock; and (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of PRG or any of its Subsidiaries or the performance or observance by PRG or any of its Subsidiaries of any of their obligations under the Stock Purchase Agreement and related transaction documents to which they are a party, or any other instrument or document furnished pursuant thereto. 6. Representations and Warranties of the Investors. Each Investor, severally: (a) confirms that such Investor has received a copy of the Stock Purchase Agreement, the Blum Registration Rights Agreement and such other documents and information as it has deemed appropriate to make its own analysis and decision to enter into this Agreement; (b) agrees that such Investor will, independently and without reliance upon Blum and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under the Stock Purchase Agreement and the Blum Registration Rights Agreement; (c) agrees that such Investor will be bound by the terms and provisions of the Stock Purchase Agreement and the Blum Registration Rights Agreement to the same extent as Blum, with respect to the Shares; (d) confirms that such Investor has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of purchasing the Shares. Each Investor has conducted its own investigation of PRG and has been furnished access to PRG's business records and such additional information and documents as it has requested. No Investor is relying on any information provided by Blum, nor has any Investor asked for or received any advice from Blum as to its determination to purchase the Shares but is relying solely upon the Investor's own due diligence with respect to the Shares; and (e) confirms that such Investor is an accredited investor as such term is defined in Rule 501(a) promulgated under Securities Act of 1933, as amended. 7. Rights and Obligations. As of the date hereof, the parties hereto agree that: (a) Blum shall, to the extent provided in this Agreement, relinquish its rights and be released from its obligations (if any) under the Stock Purchase Agreement and the Blum Registration Rights Agreement with respect to the Shares; and (b) the Investors shall be entitled to all dividends (if any) accruing on the Shares, whether paid or unpaid, prior to the date hereof or which may hereafter be accrued or paid, such dividends to be paid (if at all) by PRG directly to the Investors. 8. Notices. All notices between the parties shall be in writing and delivered either personally, by certified mail, postage prepaid, return receipt requested, or by overnight courier service, to the addresses set forth below, or at such other address as a party may designate in writing. If to Blum, to: Blum Strategic Partners II, L.P. Blum Strategic Partners II GmbH & Co. KG 909 Montgomery Street, Suite 400 San Francisco, California 94133 Telephone: (415) 434-1111 Telecopy: (415) 434-3130 Attention: Murray A. Indick With a copy to: Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, CA 94304 Telephone: (650) 251-5000 Telecopy: (650) 251-5002 Attention: Michael J. Nooney, Esq. If to the Investors, to: Squam Lake Investors V, L.P. c/o Bain & Company Two Copley Place Boston, MA 02116 Telephone: (617) 572-3193 Telecopy: (617) 572-2150 Attention: David Curley Waban Investors I, L.P. c/o The Bridgespan Group, Inc. 131 Clarendon Street Boston, MA 02116 Telephone: (617) 572-2646 Telecopy: (617) 572-2834 Attention: Paul Carttar Sunapee Securities, Inc. c/o Bain & Company Two Copley Place Boston, MA 02116 Telephone: (617) 572-2854 Telecopy: (617) 572-3266 Attention: Christopher Quinn 9. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. [The remainder of this page is intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Assignment and Assumption Agreement, as of the date first above written. BLUM STRATEGIC PARTNERS II, L.P. By: BLUM STRATEGIC GP II, L.L.C., Its General Partner By: /s/ Murray A. Indick Murray A. Indick, Member BLUM STRATEGIC PARTNERS II GMBH & CO. KG By: BLUM STRATEGIC GP II, L.L.C., Its Managing Limited Partner By: /s/ Murray A. Indick Murray A. Indick, Member SQUAM LAKE INVESTORS V, L.P. By: GPI, Inc. its Managing General Partner By: /s/ David M. Curley Name: David M. Curley Title: Vice President WABAN INVESTORS I, L.P. By: BG Investments, Inc. its Managing General Partner By: /s/ Paul L. Carttar Name: Paul L. Carttar Title: President SUNAPEE SECURITIES, INC. By: /s/ David M. Curley Name: David M. Curley Title: Vice President Schedule I Allocation of Shares Investor Number of Shares Squam Lake Investors V, L.P. 23,366 Waban Investors I, L.P. 1,290 Sunapee Securities, Inc. 4,014 TOTAL 28,670 Exhibit A Form of Joinder Agreement Exhibit B Form of Representation Letter EX-3 4 prgxjoinder.txt EXHIBIT III SQUAM LAKE INVESTORS V, L.P. WABAN INVESTORS I, L.P. SUNAPEE SECURITIES, INC. JOINDER AGREEMENT September 19, 2002 Blum Strategic Partners II, L.P. Blum Strategic Partners II GmbH & Co. KG 909 Montgomery Street, Suite 400 San Francisco, CA 94133 PRG - Schultz International, Inc. 2300 Windy Ridge Parkway Suite 100 North Tower Atlanta, GA 30339-8426 Ladies and Gentlemen: 1. Reference is hereby made to (i) the Assignment and Assumption Agreement, dated as of September 19, 2002, by and among Blum Strategic Partners II, L.P., a Delaware limited partnership and Blum Strategic Partners II GmbH & Co. KG, a German limited partnership (collectively "Blum"), Squam Lake Investors V, L.P., a Delaware limited partnership, Waban Investors I, L.P., a Delaware limited partnership, and Sunapee Securities, Inc., a Massachusetts corporation (each an "Investor" and collectively, the "Investors") and (ii) the Registration Rights Agreement, dated as of August 27, 2002, by and among Blum Strategic Partners II, L.P. and its affiliates that are signatories thereto and PRG-Schultz International, Inc. a Georgia corporation ("PRG" or the "Company") (the "Registration Rights Agreement"). Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Registration Rights Agreement. 2. In connection with the purchase by the Investors of an aggregate of 28,670 shares of common stock of PRG held by Blum (the "Shares"), and in accordance with Section 9.2 of the Registration Rights Agreement, each Investor, intending to be legally bound, hereby (a) agrees to be joined as a party to the Registration Rights Agreement as if it were an original party thereto, and (b) acknowledges and agrees that the Shares and such Investor shall be subject to and bound by the Registration Rights Agreement to the same extent as the Holder (as such term is defined in the Registration Rights Agreement), provided that, and notwithstanding anything in the Registration Rights Agreement to the contrary; (i) the Shares shall be deemed Blum Designated Shares for all purposes under the Registration Rights Agreement; (ii) Subject to the limitations contained in the fourth and fifth sentences of Article 1(a) of the Registration Rights Agreement, only the Shares and any other securities of PRG issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares or resulting from a subdivision of the outstanding shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise) will be considered Registrable Securities and the Investors shall have no rights under the Registration Rights Agreement with respect to any other PRG common shares or other securities currently owned or hereafter acquired by the Investors; (iii) the Investors shall not be permitted to initiate a request for any Demand Registration or Stockholder Registration pursuant to Article 1(a) or Article 1(c) without the prior written consent of Holders representing a majority of the Registrable Securities then outstanding; (iv) the right to include Registrable Securities in any registration statement pursuant to Article 1(c) and Article II of the Registration Rights Agreement as between the Investors and all other Holders shall be on a pro rata basis based on the total number of Registrable Securities to be included thereunder; and (v) the Investors shall not have any right of assignment to a non-affiliate under subsection (ii) of Article VII of the Registration Rights Agreement or pursuant to the Investor Purchase Agreement under subsection (iii) of Article VII of the Registration Rights Agreement. 3. Other than in connection with transfers (a) to or among the Investors and any of their controlled affiliates who agree to be bound by this Agreement, (b) that have been consented to in writing by the Company in advance, (c) pursuant to a third party tender offer that is recommended by the Board of Directors of the Company, or (d) pursuant to a merger, consolidation or reorganization to which the Company is a party, the Investors agree that they will not at any time prior to January 24, 2004, sell, gift, transfer or otherwise dispose of, or enter into any collar, swap, prepaid forward, or other hedging transaction that would reduce the risk of ownership of (i) the Shares or (ii) any other securities of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares or resulting from a subdivision of the Shares into a greater number of shares (by reclassification, stock split or otherwise). 4. This Agreement supersedes all prior discussions and agreements among the parties hereto with respect to the subject matter hereof and contains the sole and entire agreement among the parties hereto with respect to the subject matter hereof. 5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. Very truly yours, SQUAM LAKE INVESTORS V, L.P. By: GPI, Inc., its managing general partner By: /s/ David M. Curley Name: David M. Curley Title: Vice President WABAN INVESTORS I, L.P. By: BG Investments, Inc., its managing general partner By: /s/ Paul L. Carttar Name: Paul L. Carttar Title: President SUNAPEE SECURITIES, INC. By: /s/ David M. Curley Name: David M. Curley Title: Vice President The foregoing is accepted and agreed as of this 19th day of September, 2002 BLUM STRATEGIC PARTNERS II, L.P. By: BLUM STRATEGIC GP II, L.L.C., Its General Partner By: /s/ Murray A. Indick Murray A. Indick, Member PRG-SCHULTZ INTERNATIONAL, INC. By: /s/ Clinton McKellar, Jr. Name: Clinton McKellar, Jr. Title: Senior Vice President, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----