-----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, OBmo5hKruyPyKU/BJR4O3dTTJWJNQwVQmHd2gkPqqoxWL9H2MAxAllagzceD36lm P4WkjRRsrdrBLo2QyTi0Gg== 0001352497-06-000010.txt : 20060912 0001352497-06-000010.hdr.sgml : 20060912 20060911183101 ACCESSION NUMBER: 0001352497-06-000010 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sandelman Partners, LP CENTRAL INDEX KEY: 0001352497 IRS NUMBER: 510536730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82033 FILM NUMBER: 061085114 BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-299-7600 MAIL ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sandelman Partners, LP CENTRAL INDEX KEY: 0001352497 IRS NUMBER: 510536730 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-299-7600 MAIL ADDRESS: STREET 1: 500 PARK AVENUE STREET 2: 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 sandelman13gprgx.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities & Exchange Act of 1934 Amendment No. __)* PRG-Schultz International, Inc. (Name of Issuer) Common Stock, no par value Title of Class of Securities) 69357C503 (CUSIP Number) August 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: (X) Rule 13d-1(b) ( ) Rule 13d-1(c) ( ) 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.) Potential persons who are to 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. 69357C503 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sandelman Partners, LP 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) ( ) (b) ( ) 3. SEC Use Only ____________________________________________________________ 4. Citizenship or Place of Organization: Delaware, USA Number of 5. Sole Voting Power: 0 Shares Bene- ficially by 6. Shared Voting Power: 997,604 Owned by Each Reporting 7. Sole Dispositive Power: 0 Person With: 8. Shared Dispositive Power: 997,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 997,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( ) 11. Percent of Class Represented by Amount in Row (9): 13.6% 12. Type of Reporting Person (See Instructions): IA ____________________________________________________________ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sandelman Partners Multi-Strategy Master Fund, Ltd. 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) ( ) (b) ( ) 3. SEC Use Only ____________________________________________________________ 4. Citizenship or Place of Organization: Cayman Islands Number of 5. Sole Voting Power: 0 Shares Bene- ficially by 6. Shared Voting Power: 997,604 Owned by Each Reporting 7. Sole Dispositive Power: 0 Person With: 8. Shared Dispositive Power: 997,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 997,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( ) 11. Percent of Class Represented by Amount in Row (9): 13.6% 12. Type of Reporting Person (See Instructions): OO ____________________________________________________________ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Sandelman Partners GP, LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) ( ) (b) ( ) 3. SEC Use Only ____________________________________________________________ 4. Citizenship or Place of Organization: Delaware, USA Number of 5. Sole Voting Power: 0 Shares Bene- ficially by 6. Shared Voting Power: 997,604 Owned by Each Reporting 7. Sole Dispositive Power: 0 Person With: 8. Shared Dispositive Power: 997,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 997,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( ) 11. Percent of Class Represented by Amount in Row (9): 13.6% 12. Type of Reporting Person (See Instructions): OO, HC ____________________________________________________________ 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jonathan Sandelman 2. Check the Appropriate Box if a Member of a Group (See Instructions) N/A (a) ( ) (b) ( ) 3. SEC Use Only ____________________________________________________________ 4. Citizenship or Place of Organization: US Citizen Number of 5. Sole Voting Power: 0 Shares Bene- ficially by 6. Shared Voting Power: 997,604 Owned by Each Reporting 7. Sole Dispositive Power: 0 Person With: 8. Shared Dispositive Power: 997,604 9. Aggregate Amount Beneficially Owned by Each Reporting Person 997,604 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( ) 11. Percent of Class Represented by Amount in Row (9): 13.6% 12. Type of Reporting Person (See Instructions): IN, HC Item 1. (a) Name of Issuer PRG-Schultz International, Inc. (the "Company") (b) Address of Issuer's Principal Executive Offices 600 Galleria Parkway, Suite 100 Atlanta, Georgia 30339-5986 Item 2. (a) Name of Person Filing Sandelman Partners, LP (b) Address of Principal Business Office or, if none, Residence 500 Park Avenue, 3rd Floor New York, NY 10022 (c) Citizenship Delaware limited partnership (d) Title of Class of Securities Common stock, no par value (e) CUSIP Number 69357C503 Item 3. If this statement is filed pursuant to Sections 240.13d-1(b or 240.13d-2(b) or (c), check whether the person filing is a: (a) ( ) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ( ) Bank as defined in section 3(a)(6) of the Act (15 U.S.C 78c). (c) ( ) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ( ) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) (X) An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); (f) ( ) An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) ( ) A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) ( ) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) ( ) A church plan the is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company act of 1940 (15 U.S.C.) (j) ( ) Group, in accordance with Section 240.13d-1(b)(1) (ii)(J). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: As of August 31, 2006, 997,604 shares of common stock, which includes 167,981 shares of common stock, 443,161 shares issuable upon conversion of the Company's 9.0% Senior Series A Convertible Participating Preferred Stock (the "Series A Preferred Stock") and 386,462 shares issuable upon conversion of the Company's 10% Senior Convertible Notes Due 03-15-2011 (the "10% Convertible Notes"). (b) Percent of class: As of August 31, 2006, 13.6%, calculated based on 7,341,541 shares of common stock outstanding, which number is calculated by adding (i)6,511,918 (the number of shares of common stock outstanding as of August 14, 2006, as reported on the Company's 8K report filed on August 17, 2006) and (ii) 829,623 (the number of shares of common stock deemed held under Rule 240.13d-3(d)(1) as a result of the beneficial ownership of the Series A Preferred Stock and the 10% Convertible Notes). (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 997,604 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 997,604 Instruction. For computations regarding securities which represents a right to acquire an underlying security see Section 240.13d-3(d)(1). 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 ( ). Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Sandelman Partners, LP is registered as an investment adviser under Section 203 of the Investment Advisors Act of 1940 (15 USC 80b-3) and has discretionary authority with regard to an account that holds the Common Stock, Series A Preferred Stock and the 10% Convertible Notes. Sandelman Partners GP, LLC is the General Partner of Sandelman Partners, LP, and Jonathan Sandelman is the Managing Member of the general partner. The account over which Sandelman Partners, LP has discretionary authority and that holds the securities reported herein is Sandelman Partners Multi-Strategy Master Fund, Ltd.. It holds 167,981 shares of common stock and 829,623 shares under Section 240.13d-3(d)(1) as a result of the beneficial ownership of the Series A Preferred Stock and the 10% Convertible Notes. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company See revelant cover pages and item 6 above. If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. Item 8. Identification and Classification of Members of the Group Not applicable. If a group has filed this schedule pursuant to Section 240.13d- 1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Section 240.13d-1(c) or Section 240.13d-1(d), attached an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group. Not applicable. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Item 10. Certifications Item 10 (a) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Item 10 (b) Not Applicable. 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. September 11, 2006 Date Sandelman Partners, LP /s/ Jonathan Sandelman Signature Jonathan Sandelman, CEO Name/Title Sandelman Partners Multi- Strategy Master Fund, Ltd. by: Sandelman Partners, LP /s/ Jonathan Sandelman Signature Jonathan Sandelman, CEO Name/Title Sandelman Partners GP, LLC /s/ Jonathan Sandelman Signature Jonathan Sandelman, Managing Member Name/Title Jonathan Sandelman /s/ Jonathan Sandelman Signature EX-1 2 sandelman13gprgxexhib.txt EXHIBIT 1 EXHIBIT 1 Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of PRG-Schultz International, Inc. at September 11, 2006. SANDELMAN PARTNERS, LP By: /s/ JONATHAN SANDELMAN Jonathan Sandelman CEO SANDELMAN PARTNERS MULTI-STRATEGY MASTER FUND, LTD By: SANDELMAN PARTNERS, LP By: /s/ JONATHAN SANDELMAN Jonathan Sandelman CEO SANDELMAN PARTNERS GP, LLC By: /s/ JONATHAN SANDELMAN Jonathan Sandelman Managing Member JONATHAN SANDELMAN By: /s/ JONATHAN SANDELMAN Jonathan Sandelman -----END PRIVACY-ENHANCED MESSAGE-----