Filer: Howard Schultz & Associates International, Inc.
                           Pursuant to Rule 425 under the Securities Act of 1933
                              and deemed filed pursuant to Rule 14a-12 under the
                                                 Securities Exchange Act of 1934
                Subject Company: Howard Schultz & Associates International, Inc.
                                                   Commission File No. 000-28000

             HS&A EMPLOYEE AND ASSOCIATE CONFERENCE CALL TRANSCRIPT

                                 INVESTOR NOTICE

The Profit  Recovery  Group  International,  Inc.  ("PRG") and Howard  Schultz &
Associates   International,    Inc.   ("HS&A")   will   file   a   joint   proxy
statement/prospectus  and  other  relevant  documents  concerning  the  proposed
acquisition  discussed herein with the SEC.  Investors of PRG and HS&A are urged
to read the joint proxy  statement/prospectus  when it becomes available and any
other relevant  documents filed with the SEC because they will contain important
information.  You will be able to  obtain  the  documents  free of charge at the
website  maintained  by the SEC at  www.sec.gov.  In  addition,  you may  obtain
documents filed with the SEC by PRG free of charge by requesting them in writing
from Leslie H.  Kratcoski,  Director,  Investor  Relations,  The Profit Recovery
Group  International,  Inc., 2300 Windy Ridge Parkway,  Suite 100N,  Atlanta, GA
30339 or by telephone at 770-779-3900.

PRG and HS&A, and their respective directors and executive officers, and certain
of their  employees,  may be deemed to be  participants  in the  solicitation of
proxies  from  the   stockholders  of  PRG  and  HS&A  in  connection  with  the
acquisition. These participants may have interests in the acquisition, including
interests resulting from holding options or shares of PRG and HS&A common stock.
Information  about the interests of directors and executive  officers of PRG and
HS&A and their  ownership of securities of PRG and HS&A will be set forth in the
joint proxy statement/prospectus.

Investors  should read the joint proxy  statement/prospectus  carefully  when it
becomes available before making any voting or investment decisions.

Statements made in this transcript  which look forward in time involve risks and
uncertainties  and are  forward-looking  statements  within  the  meaning of the
Private  Securities  Litigation Reform Act of 1995. Such risks and uncertainties
include the  possibilities  that (i) PRG's announced  divestitures may require a
longer time to accomplish  than PRG  anticipates,  and PRG may incur  additional
losses if, upon disposal, it does not receive the prices it anticipates for such
businesses  and  may  incur  unanticipated   further  charges  as  a  result  of
divestiture  initiatives,  (ii) the announced intention by PRG to dispose of the
discontinued  operations  may result in the loss of key personnel and diminished
operating  results in such  operations,  (iii) PRG may not  achieve  anticipated
expense  savings,  (iv) PRG's  past and future  investments  in  technology  and
e-commerce may not benefit its business,  (v) PRG's Accounts  Payable and French
Taxation Services businesses may not grow as expected,  (vi) PRG's international
expansion may prove  unprofitable and (vii), PRG may not be able to successfully
complete the acquisition of HS&A or successfully integrate such firm and achieve
the  substantial  planned  post-acquisition  synergy  cost  savings  even if the
acquisition is completed.  If the acquisition of HS& is not completed,  PRG will
incur a substantial charge to operations for cumulative  out-of-pocket  business
combination costs incurred.  Other risks and uncertainties that may affect PRG's
business include (i) its ability to effectively  manage during the divestitures,
(ii) the possibility of an adverse  judgment in pending  securities  litigation,
(iii)  the  impact  of  certain  accounting   pronouncements  by  the  Financial
Accounting  Standards  Board  or  the  United  States  Securities  and  Exchange
Commission,  (iv) potential timing issues that could delay revenue  recognition,
(v) the effect of strikes,  (vi) future  weakness in the currencies of countries
in which PRG  transacts  business,  (vii)  changes in  economic  cycles,  (viii)
competition  from other  companies,  (ix) the effect of  bankruptcies  of larger
clients,  (x) changes in governmental  regulations  applicable to PRG, and other
risk factors,  detailed in PRG's  Securities  and Exchange  Commission  filings,
including  PRG's Form 10-K filed March 27, 2001. PRG disclaims any obligation or
duty to update or modify these forward-looking statements.




                   HS&A EMPLOYEE AND ASSOCIATE CALL TRANSCRIPT

OPERATOR:  HELLO AND WELCOME TO OUR EMPLOYEE AND ASSOCIATE  CONFERENCE  CALL. AT
THIS TIME, I'D LIKE TO INTRODUCE HOWARD SCHULTZ. SIR, PLEASE GO AHEAD.

SCHULTZ:  HELLO.  I'M HOWARD  SCHULTZ,  FOUNDER  AND CEO OF HOWARD  SCHULTZ  AND
ASSOCIATES  INTERNATIONAL.  WITH ME IS JOHN COOK,  FOUNDER AND CEO OF PRG.  WE'D
LIKE TO TAKE A FEW  MINUTES  OF YOUR DAY TO SHARE  WITH YOU VERY  EXCITING  NEWS
ABOUT OUR COMPANIES.

AS  YOU'VE  HEARD,  TODAY  HS&A AND PRG  ANNOUNCED  AN  AGREEMENT  TO BRING  OUR
COMPANIES TOGETHER. BY COMBINING THE WORLD'S MOST KNOWLEDGEABLE AND ACCOMPLISHED
PROFESSIONALS,  WE WILL CREATE THE WORLD'S  LEADING  ACCOUNTS  PAYABLE  RECOVERY
AUDIT SERVICES FIRM.  WITH OUR  INTEGRATED  RESOURCES,  WE WILL HAVE MORE POWER,
SKILL, EXPERIENCE AND TALENT THAN ANY OF OUR COMPETITORS--AND EACH OF YOU SHOULD
BE PROUD TO BE ASSOCIATED WITH THIS NEW ORGANIZATION.

WE HAVE SEEN MANY  CHANGES  OVER THE YEARS.  OUR  BUSINESS IS A FAR CRY FROM OUR
EARLY  DAYS  OF  DIGGING  THROUGH  REAMS  OF  PAPER  INVOICES.  WE'VE  SEEN  THE
CONSOLIDATION OF SMALLER COMPANIES,  THE INTRODUCTION OF EDI AND THE ADVANCEMENT
OF THE INTERNET AND TECHNOLOGIES  THAT WILL CREATE MORE  OPPORTUNITIES FOR US IN
THE FUTURE.  THE ONE  CONSTANT  FOR OUR  COMPANY AND THOSE  OTHERS WHO HAVE BEEN
EQUALLY  SUCCESSFUL  HAS  BEEN  INTEGRITY.   DEALING  FAIRLY  WITH  CLIENTS  AND
ASSOCIATES  IS OF  PARAMOUNT  IMPORTANCE.  THAT IS THE  TRUE  FOUNDATION  OF OUR
SUCCESS.

I SEE THAT SAME  INTEGRITY  IN JOHN COOK AND THE PEOPLE  THAT I HAVE MET AT PRG.
THOUGH A COMPETITOR,  I HAVE A RESPECT FOR JOHN AND THE  ORGANIZATION HE AND HIS
TEAM HAVE  CREATED.  THAT SENSE OF MISSION AND FAIR DEALINGS MADE IT EASY FOR US
TO COME TO AN AGREEMENT TO COMBINE OUR COMPANIES.  I WOULD NOT HAVE APPROVED THE
TRANSACTION IF I DID NOT SINCERELY BELIEVE IT WAS BEST FOR OUR ORGANIZATION, OUR
ASSOCIATES, AND OUR CLIENTS.

NOW, I'D LIKE TO TURN IT OVER AND INTRODUCE YOU ALL TO JOHN COOK. AS THE CEO AND
FOUNDER  OF PRG,  HE HAS KEPT ME ON MY TOES  (AND  SOMETIMES  EVEN KEPT ME UP AT
NIGHT). THE COMPETITION HAS BEEN HEALTHY.  BUT WITH THIS  ANNOUNCEMENT,  WE WILL
SOON BE ALIGNED AND  WORKING TO ADVANCE  OUR  ACCOUNTS  PAYABLE  RECOVERY  AUDIT
INDUSTRY WITH THE POWER OF A COMBINED ORGANIZATION. JOHN?

COOK:  THANK YOU HOWARD.  WE ARE INDEED  CHARTING A NEW COURSE FOR OUR COMPANIES
AND FOR OUR INDUSTRY AT LARGE. I AM CERTAINLY  PLEASED WITH THE DIRECTION WE ARE
HEADED.


THIS IS A SIGNIFICANT  MILESTONE IN THE EVOLUTION OF BOTH OF OUR  COMPANIES,  AS
WELL AS OUR  INDUSTRY.  THROUGH,  THOUGH  OUR TWO  COMPANIES  HAVE  BEEN  STRONG
COMPETITORS  THROUGH  THE YEARS,  WE  ACKNOWLEDGE  EACH  OTHER'S  STRENGTHS  AND
EXPERIENCE. WE HOPE TO CAPITALIZE ON THE BEST EACH ORGANIZATION HAS TO OFFER AND
TURN THAT INTO AN EVEN STRONGER COMBINED COMPANY.

WE SHARE MORE THAN A BUSINESS MODEL. IN FACT WE HAVE A LOT IN COMMON. WE SHARE A
COMMON  OBJECTIVE TO DELIVER  INNOVATIVE  SERVICES  AND SUPERIOR  RESULTS TO OUR
CLIENTS.  WE BOTH  RECOGNIZE  THE NEED TO  CONTINUE  TO BUILD OUR  TECHNOLOGICAL
RESOURCES  AND  IMPROVE  OUR  METHODOLOGIES  SO THAT WE ARE A STEP  AHEAD OF OUR
CLIENTS.  AND  PERHAPS  MOST  IMPORTANTLY,  WE SHARE A BELIEF  THAT  BECAUSE OUR
EMPLOYEES AND  ASSOCIATES  ARE OUR MOST VALUED  ASSET,  WE MUST HELP YOU ACHIEVE
YOUR  GREATEST  POTENTIAL.  IF WE CONTINUE TO FOCUS OUR  STRATEGIC  DIRECTION ON
THESE  OBJECTIVES  -- SUPERIOR  CLIENT  SERVICE,  BEST IN CLASS  TECHNOLOGY  AND
DEVELOPMENT  OF OUR  ASSOCIATES - WE'LL  CONTINUE TO GROW AND REACH THE ULTIMATE
GOAL OF  PROVIDING  OUR CLIENTS  WITH THE MOST  COMPREHENSIVE  ACCOUNTS  PAYABLE
REVIEW POSSIBLE.

I LOOK FORWARD TO THE UPCOMING MONTHS OF CREATING A NEW  ORGANIZATION  THAT ONCE
AGAIN REDEFINES THE INDUSTRY. TO DO THIS WE'LL NEED THE SUPPORT, COOPERATION AND
EFFORT OF EVERYONE AT BOTH HS&A AND PRG.  THANK YOU IN ADVANCE FOR HELPING  MAKE
OUR VISION COME TRUE. HOWARD?

SCHULTZ:  THANK YOU JOHN.  I LOOK FORWARD TO WORKING WITH YOU TO CREATE THIS NEW
ORGANIZATION.  I ALSO LOOK FORWARD TO WORKING WITH YOUR EMPLOYEES,  AND OUR HS&A
TEAM. THE PARTICIPATION OF EACH OF YOU, OUR VALUED  ASSOCIATES,  IS IMPORTANT TO
THE NEW COMPANY.  YOU ARE THE REASON THAT OUR COMPANIES HAVE EARNED  REPUTATIONS
FOR QUALITY SERVICE AND PERFORMANCE.

I WANT TO LET YOU ALL KNOW THAT IN RETURN YOU HAVE MY FULL COMMITMENT. I PLAN TO
BE VERY  INVOLVED IN THE  INTEGRATION  PROCESS TO ENSURE THAT THE  TRANSITION IS
SMOOTH.  I WANT TO MAKE  SURE  THAT THE BEST  ELEMENTS  OF BOTH  COMPANIES  COME
TOGETHER IN A WAY THAT INCREASES THE  CAPABILITIES  OF BOTH. I'VE HEARD A SAYING
THAT IF TWO PEOPLE  HAVE AN APPLE AND THEY SWAP,  EACH STILL ONLY HAS ONE APPLE.
BUT IF EACH HAS A GOOD IDEA AND THEY SHARE  IDEAS,  THEN THEY BOTH HAVE TWO GOOD
IDEAS.  THAT IS MY AIM -- TO  DOUBLE  THE  KNOWLEDGE  BASE AND  BEST  IDEAS IN A
COMBINED TEAM.

THOUGH THERE WILL BE MANY POSITIVE  CHANGES  AHEAD,  I WANT TO STRESS THAT IT IS
BUSINESS AS USUAL RIGHT NOW. WITH ANY  TRANSACTION  THIS LARGE THERE ARE SEVERAL
INTERMEDIATE  STEPS THAT MUST BE TAKEN FIRST.  THERE ARE  SHAREHOLDER,  BANK AND
REGULATORY  APPROVALS  THAT MUST BE OBTAINED.  SO UNTIL WE COMPLETE THOSE STEPS,
HS&A AND PRG WILL CONTINUE TO OPERATE AS TWO DISTINCT  COMPANIES.  THERE WILL BE
NO CHANGE IN THE WAY WE DELIVER SERVICE TO OUR CLIENTS.  FOR MORE INFORMATION ON
HOW TO CONDUCT BUSINESS IN THIS SETTING, PLEASE REFER TO YOUR BUSINESS OPERATING
GUIDELINES THAT WERE DISTRIBUTED WITH THE EMPLOYEE AND ASSOCIATE  MATERIALS AS A
PART OF THIS ANNOUNCEMENT.


EVERYONE AT HS&A AND PRG SHOULD HAVE  RECEIVED AN  INFORMATION  PACKET ABOUT THE
TRANSACTION  THAT  PROVIDES MORE DETAIL THAN WE CAN GO INTO ON THIS CALL. IF YOU
HAVE NOT RECEIVED  THIS, OR IF YOU HAVE  ADDITIONAL  QUESTIONS,  WE'VE SET UP AN
INFORMATION  HOTLINE THAT YOU CAN CALL AT ANY TIME.  YOU CAN REQUEST A PACKET TO
BE SENT TO YOU, ASK A QUESTION, OR SIMPLY SHARE YOUR THOUGHTS. THAT PHONE NUMBER
IS  972-246-2316,  YOU CAN FAX YOUR REQUEST TO:  972-644-4276,  or e-mail us at:
hsaquestions@hsadallas.com. YOU'LL GET A RESPONSE WITHIN 48 HOURS.

YOU CAN ALSO CONTACT YOUR HR REPRESENTATIVE IF YOU HAVE SPECIFC QUESTIONS.

THANK YOU ALL FOR CONTINUING TO BE THE PROFESSIONALS  THAT YOU ARE. WE ARE PROUD
TO BE  ASSOCIATED  WITH  ALL OF YOU AND THE  GREAT  WORK  THAT WE ALL DO FOR OUR
CLIENTS. THANK YOU.

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