sc13gza

0000950134-06-002629.txt : 20060213 0000950134-06-002629.hdr.sgml : 20060213 20060213144613 ACCESSION NUMBER: 0000950134-06-002629 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060213 DATE AS OF CHANGE: 20060213 GROUP MEMBERS: GENSTAR CAPITAL III, L.P. GROUP MEMBERS: GENSTAR CAPITAL PARTNERS III, L.P. GROUP MEMBERS: GENSTAR III GP LLC GROUP MEMBERS: JEAN-PIERRE L. CONTE GROUP MEMBERS: RICHARD D. PATERSON GROUP MEMBERS: RICHARD F. HOSKINS GROUP MEMBERS: STARGEN III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRA International CENTRAL INDEX KEY: 0001293243 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 542040171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80376 FILM NUMBER: 06602841 BUSINESS ADDRESS: STREET 1: 12120 SUNSET HILLS ROAD STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: (703) 464-6300 MAIL ADDRESS: STREET 1: 12120 SUNSET HILLS ROAD STREET 2: SUITE 600 CITY: RESTON STATE: VA ZIP: 20190 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Genstar Capital Partners III, L.P. CENTRAL INDEX KEY: 0001308153 IRS NUMBER: 943354741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GENSTAR CAPITAL, L.P. STREET 2: 4 EMBARCADERO CENTER, SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 834-2380 MAIL ADDRESS: STREET 1: C/O GENSTAR CAPITAL, L.P. STREET 2: 4 EMBARCADERO CENTER, SUITE 1900 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13G/A 1 f17183sc13gza.htm AMENDMENT NO.1 TO SCHEDULE 13G sc13gza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

PRA INTERNATIONAL

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69353 C101

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

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.


CUSIP No.		69353 C101		Page		2		of		13


1	NAMES OF REPORTING PERSONS: Genstar Capital Partners III, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,030,526

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,030,526

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,030,526

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		69353 C101		Page		3		of		13


1	NAMES OF REPORTING PERSONS: Stargen III, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			108,835

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			108,835

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	108,835

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	0.5%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		69353 C101		Page		4		of		13


1	NAMES OF REPORTING PERSONS: Genstar Capital III, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,139,361

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,139,361

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,139,361

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN


CUSIP No.		69353 C101		Page		5		of		13


1	NAMES OF REPORTING PERSONS: Genstar III GP LLC

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,139,361

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,139,361

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,139,361

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	00


CUSIP No.		69353 C101		Page		6		of		13


1	NAMES OF REPORTING PERSONS: Jean-Pierre L. Conte

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,139,361

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,139,361

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,139,361

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		69353 C101		Page		7		of		13


1	NAMES OF REPORTING PERSONS: Richard F. Hoskins

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	U.S.

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,139,361

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,139,361

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,139,361

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		3,139,361		Page		8		of		13


1	NAMES OF REPORTING PERSONS: Richard D. Paterson

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Canada

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,139,361

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			3,139,361

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	3,139,361

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	13.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

Item 1.

	(a)		Name of Issuer:

			PRA International

	(b)		Address of Issuer’s Principal Executive Offices:

			12120 Sunset Hills Road Suite 600 Reston, VA 20190

Item 2.

	(a)		Name of Persons Filing:

			Genstar Capital Partners III, L.P. Stargen III, L.P. Genstar Capital III, L.P. Genstar III GP LLC Jean-Pierre L. Conte Richard F. Hoskins Richard D. Paterson

	(b)		Address of Principal Business Office:

			c/o Genstar Capital, L.P. 4 Embarcadero Center, Suite 1900 San Francisco, CA 94111

	(c)		Citizenship:

			Genstar Capital Partners III, L.P., Stargen III, L.P. and Genstar Capital III, L.P. are Delaware limited partnerships. Genstar III GP LLC is a Delaware limited liability company. Mr. Conte and Mr. Hoskins are U.S. citizens. Mr. Paterson is a citizen of Canada.

	(d)		Title of Class of Securities:

			Common Stock

	(e)		CUSIP Number

			69353 C101

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

		Not applicable

Item 4.		Ownership.

		The information regarding ownership as set forth in Items 5-9 of Pages 2-8 hereto, is hereby incorporated by reference.

		Genstar Capital Partners III, L.P. directly holds 3,030,526 shares of Common Stock. Stargen III, L.P. directly holds 108,835 shares of Common Stock.

		Genstar Capital III, L.P. is the sole general partner of each of Genstar Capital Partners III, L.P. and Stargen III, L.P. Genstar III GP LLC is the sole general partner of Genstar Capital III, L.P. Jean-Pierre Conte, Richard Hoskins and Richard Paterson are the managing members of Genstar III GP LLC. In such capacities, Messrs. Conte, Hoskins and Paterson may be deemed to have shared voting and dispositive power over the shares of Common Stock which are or may be deemed to be beneficially owned by Genstar Capital Partners III, L.P., Stargen III, L.P., Genstar Capital III, L.P. and Genstar III GP LLC, but disclaim such beneficial ownership.

		Robert J. Weltman is a director of PRA International and a limited partner of Genstar Capital III, L.P. Mr. Weltman does not have power to vote or dispose of, or to direct the voting or disposition of, any securities beneficially owned by Genstar Capital III, L.P. Mr. Weltman disclaims that he beneficially owns any shares of Common Stock beneficially owned by Genstar Capital Partners III, L.P. or Stargen III, L.P.

Item 5.		Ownership of Five Percent or Less of a Class.

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

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 or Control Person.

		See Item 4 above.

Item 8.		Identification and Classification of Members of the Group.

		See Item 4 above.

Item 9.		Notice of Dissolution of Group.

		Not applicable.

Item 10.		Certifications.

		Not applicable.

SIGNATURES

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.

Date: February 13, 2006


	GENSTAR CAPITAL PARTNERS III, L.P., a Delaware limited partnership By: Genstar Capital III, L.P. Its General Partner By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	STARGEN III, L.P., a Delaware limited partnership By: Genstar Capital III, L.P. Its General Partner By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	GENSTAR CAPITAL III, L.P., a Delaware limited partnership By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	GENSTAR III GP LLC
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	JEAN-PIERRE L. CONTE
	By:	/s/ JEAN-PIERRE L. CONTE


	RICHARD F. HOSKINS
	By:	/s/ RICHARD F. HOSKINS


	RICHARD D. PATERSON
	By:	/S/ RICHARD D. PATERSON

EXHIBIT INDEX

Exhibit 1 — JOINT FILING AGREEMENT

EX-1 2 f17183exv1.htm EXHIBIT 1 exv1

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1)(iii), we the undersigned agree that this Amendment No. 1 to Schedule 13G, to which this Joint Filing Agreement is attached as Exhibit 1, is filed on behalf of each of us.

Date: February 13, 2006


	GENSTAR CAPITAL PARTNERS III, L.P., a Delaware limited partnership By: Genstar Capital III, L.P. Its General Partner By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	STARGEN III, L.P., a Delaware limited partnership By: Genstar Capital III, L.P. Its General Partner By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	GENSTAR CAPITAL III, L.P., a Delaware limited partnership By: Genstar III GP LLC Its General Partner
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	GENSTAR III GP LLC
	By:	/s/ Jean-Pierre L. Conte
		Jean-Pierre L. Conte, Managing Director


	JEAN-PIERRE L. CONTE
	By:	/s/ JEAN-PIERRE L. CONTE


	RICHARD F. HOSKINS
	By:	/s/RICHARD F. HOSKINS


	RICHARD D. PATERSON
	By:	/S/ RICHARD D. PATERSON