-----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, BC9HhMntcjU6FbDdEmmtvNq1GNZHKmEvwyONw72uSWHAp0SmDy10aynvAiJjPQu+ 3m1se6IaG/Dy7eE4FZeQvA== 0000950130-01-503084.txt : 20010717 0000950130-01-503084.hdr.sgml : 20010717 ACCESSION NUMBER: 0000950130-01-503084 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010716 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PERSONNEL GROUP OF AMERICA INC CENTRAL INDEX KEY: 0000948850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 561930691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-44909 FILM NUMBER: 1682560 BUSINESS ADDRESS: STREET 1: 5605 CARNEGIE BLVD STREET 2: STE 500 CITY: CHARLOTTE STATE: NC ZIP: 28209 BUSINESS PHONE: 7044425100 MAIL ADDRESS: STREET 1: 5605 CARNEGIE BLVD STREET 2: SUITE 500 CITY: CHARLOTTE STATE: NC ZIP: 28209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CREDIT SUISSE FIRST BOSTON/ CENTRAL INDEX KEY: 0000824468 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: PO BOX 900 STREET 2: FHLS CITY: ZURICH SWITZERLAND MAIL ADDRESS: STREET 1: PO BOX 900 CITY: ZURICH SWITZERLAND FORMER COMPANY: FORMER CONFORMED NAME: CREDIT SUISSE DATE OF NAME CHANGE: 19921119 SC 13G 1 dsc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ____________)/1/ Personnel Group of America, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 715338109 - -------------------------------------------------------------------------------- (CUSIP Number) Ivy B. Dodes Credit Suisse First Boston 11 Madison Avenue New York, New York 10010 (212) 325-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 5, 2001 - -------------------------------------------------------------------------------- (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) _______________________________ /1/ 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 (the "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). - ----------------------- ----------------------- CUSIP No. 715338109 13G Page 2 of 8 Pages - ----------------------- ----------------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS(ENTITIES ONLY) Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2. (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3. - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4. Switzerland - ------------------------------------------------------------------------------ SOLE VOTING POWER 5. NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6. 2,343,130 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7. REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8. 2,343,130 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9. 2,343,130 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10. [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11. 8.1% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 12. IA, BK, HC - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 3 of 8 Pages - ------------------------- ---------------------- Item 1. (a) Name of Issuer: Personnel Group of America, Inc. (b) Address of Issuer's Principal Executive Office: 5605 Carnegie Blvd., Suite 500 Charlotte, North Carolina 28209 Item 2 (a) Name of Person Filing: Credit Suisse First Boston, on behalf of the Credit Suisse First Boston business unit. See Schedule I. (b) Address of Principal Business Office or, if None, Residence: Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland (c) Citizenship: Switzerland (d) Title of Class of Securities: Common Stock, par value $.01 per share (e) CUSIP Number: 715338109 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2( (a) [_] Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o) (b) [X] 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) - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 4 of 8 Pages - ------------------------- ---------------------- (d) [_] Investment Company registered under Section 8 of the Investment Company Act (15 (U.S.C. 80a-8) (e) [_] Person registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state. (f) [_] Employee Benefit Plan or Endowment Fund in accordance with (S)240.13d-1(b)(1)(ii)(F) (g) [_] Parent Holding Company or Control Person in accordance with (S)240.13d-1(b)(1)(ii)(G) (h) [_] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) [_] Church Plan that 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. 80a-3) (j) [_] Group in accordance with (S)240.13d- 1(b)(1)(ii)(J) Item 4. Ownership: (a) Amount Beneficially Owned: See response to Item 9 on page 2. (b) Percent of Class: See response to Item 11 on page 2. (c) Number of Shares as to which such person has: (i) Sole power to vote or to direct to vote: See response to Item 5 on page 2. (ii) Shared power to vote or to direct to vote: See response to Item 6 on page 2. (iii) Sole power to dispose or to direct the disposition of: See response to Item 7 on page 2. (iv) Shared power to dispose or to direct the disposition of: See response to Item 8 on page 2. - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 5 of 8 Pages - ------------------------- ---------------------- 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: [_] 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: See Schedule I Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: 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. - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 6 of 8 Pages - ------------------------- ---------------------- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. Dated: July 16, 2001 CREDIT SUISSE FIRST BOSTON, acting solely on behalf of the Credit Suisse First Boston business unit By: _____________________________________ Name: Ivy B. Dodes Title: - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 7 of 8 Pages - ------------------------- ---------------------- Schedule I This Schedule 13G is being filed by Credit Suisse First Boston (the "Bank"), a Swiss bank, on behalf of itself and its subsidiaries, to the extent that they constitute part of the Credit Suisse First Boston business unit (the "CSFB business unit" or the "Reporting Person"). The CSFB business unit is engaged in the corporate and investment banking, trading (equity, fixed income and foreign exchange), private equity investment and derivatives businesses on a worldwide basis. The address of the Bank's principal business and office is Uetlibergstrasse 231, P.O. Box 900, CH-8070 Zurich, Switzerland. The Bank and its subsidiaries engage in other separately managed activities, most of which constitute the independently operated Credit Suisse Asset Management business unit; the Credit Suisse Asset Management business unit provides asset management and investment advisory services to institutional investors worldwide. The Bank owns directly a majority of the voting stock, and all of the non-voting stock, of Credit Suisse First Boston, Inc. ("CSFBI"), a Delaware Corporation. CSFBI holds directly through direct and indirect subsidiaries the securities of CSFB Global Opportunities Advisers, LLC ("CSFB Advisers"), a limited liability company organized under the laws of Delaware. The ultimate parent company of the Bank and CSFB Advisers is Credit Suisse Group ("CSG"), a corporation formed under the laws of Switzerland. CSFB Advisers performs certain investment advisory services on behalf of CSFB Global Opportunities Partners, L.P., limited partnership organized under the laws of Delaware ("CSFB Partners Delaware") and CSFB Global Opportunities Partners (Bermuda), L.P., an exempted limited partnership organized under the laws of Bermuda ("CSFB Partners Bermuda"), pursuant to a certain Investment Advisory Agreement dated as of May 2, 2001 between CSFB Advisers, CSFB Partners Delaware and CSFB Partners Bermuda. CSFB Partners Delaware, CSFB Partners Bermuda, Links Partners, LP, a Bahamian exempted limited partnership and Inland Partners, LP, a Bahamian exempted limited partnership, beneficially own $41,737,000 aggregate face amount of 5- 3/4% Convertible Subordinated Notes due July 2004 of Personnel Group of America, Inc., which are immediately convertible into 2,343,130 shares of common stock of Personnel Group of America, Inc. (based on 26,534,458 shares outstanding as of May 11, 2001 as reported on a Form 10-Q of Personnel Group of America, Inc. filed on May 16, 2001). Hemisphere Global Opportunities Partners, Ltd. is the general partner of CSFB Partners Delaware and CSFB Partners Bermuda. The sole shareholder of Hemisphere Global Opportunities Partners, Ltd. is The Hemisphere Trust Company Limited, a Bermuda licensed trust company, as trustee of The Hemisphere Global Opportunities Partners Charitable Trust. The principal business of CSG is acting as a holding company for a global financial services group with five distinct specialized business units that are independently operated. In addition to the two business units referred to above, CSG and its consolidated subsidiaries (other than the Bank and its subsidiaries) are comprised of (a) the Credit Suisse Private Bank business unit that engages in global private banking business; (b) the Credit Suisse business unit that engages in the Swiss domestic banking business and (c) the Winterthur business unit that engages in the global insurance business. CSG's business address is: Nuschelerstrasse 1, CH-8070, Zurich, Switzerland. CSG, for purposes of the federal securities laws, may be deemed ultimately to control the Bank and the CSFB business unit. CSG, its executive officers and directors, and its direct and indirect subsidiaries (including all of the business units except the CSFB business unit), may beneficially own shares of the securities of the issuer to which this schedule relates (the "Shares") and such Shares are not reported in this statement. Due to the separate management and independent - ------------------------- ---------------------- CUSIP No. 715338109 13G Page 8 of 8 Pages - ------------------------- ---------------------- operation of its business units, CSG disclaims beneficial ownership of Shares beneficially owned by its direct and indirect subsidiaries, including the Reporting Person. The Reporting Person disclaims beneficial ownership of Shares beneficially owned by CSG and any of CSG's and the Bank's other business units. -----END PRIVACY-ENHANCED MESSAGE-----