-----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, NwghjfUCGIBfZtOoRq3wbLWFwAL6ajh3lQqRYnKTspO0Krcrgzedrnz3E46oi3w5 aetqrmUFzIvx+uM4eFnmZQ== 0001209191-06-051596.txt : 20060926 0001209191-06-051596.hdr.sgml : 20060926 20060926203621 ACCESSION NUMBER: 0001209191-06-051596 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060918 FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707793311 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill Air CO I LLC CENTRAL INDEX KEY: 0001362940 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061109849 BUSINESS ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 BUSINESS PHONE: 9725351983 MAIL ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PETRUS SECURITIES LP CENTRAL INDEX KEY: 0001167362 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061109850 BUSINESS ADDRESS: STREET 1: PEROT GROUP STREET 2: PO BOX 269014 CITY: PLANO STATE: TX ZIP: 75026 BUSINESS PHONE: 9725351945 MAIL ADDRESS: STREET 1: C/O PEROT GROUP STREET 2: PO BOX 269014 CITY: PLANO STATE: TX ZIP: 75026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLASNIK STEVE CENTRAL INDEX KEY: 0001195813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061109851 BUSINESS ADDRESS: BUSINESS PHONE: 972-635-1919 MAIL ADDRESS: STREET 1: 2300 WEST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75075 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Parkcentral Capital Management, L.P. CENTRAL INDEX KEY: 0001315871 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061109852 BUSINESS ADDRESS: STREET 1: 2300 W. PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75075 BUSINESS PHONE: 972-535-1900 MAIL ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75026 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Parkcentral Global Hub Ltd CENTRAL INDEX KEY: 0001362939 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061109853 BUSINESS ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 BUSINESS PHONE: 9725351983 MAIL ADDRESS: STREET 1: P.O. BOX 269014 CITY: PLANO STATE: TX ZIP: 75206 4 1 bod39934_bod1pcg.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-09-18 0001007330 PRG SCHULTZ INTERNATIONAL INC PRGX 0001362939 Parkcentral Global Hub Ltd 2300 WEST PLANO PARKWAY PLANO TX 75075 0 0 1 0 0001315871 Parkcentral Capital Management, L.P. 2300 WEST PLANO PARKWAY PLANO TX 75075 0 0 1 0 0001195813 BLASNIK STEVE 2300 WEST PLANO PARKWAY PLANO TX 75075 0 0 1 0 0001167362 PETRUS SECURITIES LP 2300 WEST PLANO PARKWAY PLANO TX 75075 0 0 1 0 0001362940 Hill Air CO I LLC 2300 WEST PLANO PARKWAY PLANO TX 75075 0 0 1 0 9% Senior Series A Convertible Participating Preferred Stock 2.8405 2006-09-18 4 S 0 2500 255 D Common Stock 105615 18900 I See Footnotes This statement is filed on behalf of Parkcentral Global Hub Limited, a Bermuda limited liability exempted mutual fund company ("Parkcentral Global"), Parkcentral Capital Management, L.P., a Texas limited partnership ("Parkcentral Capital"), Steven Blasnik, Petrus Securities, L.P., a Texas limited partnership ("Petrus"), and Hill Air Company I, LLC, a Delaware limited liability company ("Hill Air") (collectively, the "Reporting Persons"). Parkcentral Capital, a registered investment adviser, acts as an investment adviser to various entities, including Parkcentral Global. Pursuant to an investment advisory agreement between Parkcentral Capital and Parkcentral Global, Parkcentral Capital has voting and investment (including dispositive) power with respect to shares of Common Stock, no par value, of the Issuer ("Common Stock") and Senior Series A Convertible Participating Preferred Stock of the Issuer ("Series A Preferred Stock") beneficially owned and/or held by or for the account or benefit of Parkcentral Global. Steven Blasnik is the President of Parkcentral Capital. Each of Parkcentral Capital and Steven Blasnik may be deemed to be an indirect beneficial owner of shares of Common Stock and Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global. Each of Parkcentral Capital and Steven Blasnik expressly disclaims beneficial ownership of shares of Common Stock and Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global, except to the extent of the pecuniary interest of such person in such shares. Hill Air is denominated as a general partner of Petrus and has voting and investment (including dispositive) power with respect to shares of Common Stock and Series A Preferred Stock owned by Petrus pursuant to the partnership agreement of Petrus. Steven Blasnik is the President of Hill Air. Each of Hill Air and Steven Blasnik may be deemed to be an indirect beneficial owner of shares of Common Stock and Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Petrus. Each of Hill Air and Steven Blasnik expressly disclaims beneficial ownership of shares of Common Stock and Series A Preferred Stock beneficially owned by Petrus, except to the extent of the pecuniary interest of such person in such shares. The filing of this statement shall not be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this statement. Each share of Series A Preferred Stock is convertible at the option of the holder at any time into a number of shares of Common Stock calculated by dividing the then-effective liquidation preference of such share of Series A Preferred Stock by the then-effective conversion price of such share of Series A Preferred Stock. As of September 26, 2006, the effective liquidation preference of the Series A Preferred Stock was $120.00 per share, subject to accretion as described in the Articles of Incorporation of the Issuer, and the effective conversion price of the Series A Preferred Stock was $2.8405 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Articles of Incorporation of the Issuer. On September 18, 2006, Parkcentral Global sold 2,500 shares of Series A Preferred Stock. Includes (a) 15,000 shares of Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global and (b) 3,900 shares of Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Petrus. Exhibit 24.1- Joint Filing Agreement and Power of Attorney (incorporated by reference from Exhibit 24.1 to Form 4 relating to Common Stock of the Issuer filed by the Reporting Persons on April 12, 2006) By: Parkcentral Capital Management, L.P. Its: Investment Adviser By: /s/ David Radunsky, Chief Operating Officer 2006-09-26 EX-24 2 d39934ex24.txt POWER OF ATTORNEY EXHIBIT 24.1 JOINT FILING AGREEMENT AND POWER OF ATTORNEY APRIL 12, 2006 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, each undersigned party hereby agrees to the joint filing, on behalf of such undersigned party with respect to the common stock, no par value per share, of PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation, of any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 or Section 13(d) of the Exchange Act (including any amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and further agrees that this Joint Filing Agreement and Power of Attorney shall be included as an Exhibit to each such joint filing. Know all men by these presents, that each undersigned party hereby constitutes and appoints each of Steven Blasnik and David Radunsky, and each of them, as the true and lawful attorneys-in-fact and agents, or attorney-in-fact and agent, of such undersigned party with full power and authority and full power of substitution and resubstitution, for, in the name of, and on behalf of such undersigned party, place and stead, in any and all capacities, (i) to execute any and all form(s), statement(s), report(s), and/or document(s) required to be filed by such undersigned party under Section 16 or Section 13(d) of the Exchange Act (including any and all amendment(s), supplement(s), and/or exhibit(s) thereto), for, in the name of, and on behalf of such undersigned party, in the capacity of the undersigned as a director, officer, and/or beneficial owner of securities of PRG-SCHULTZ INTERNATIONAL, INC., a Georgia corporation, (ii) to do and perform any and all acts for, in the name of, and on behalf of such undersigned party which said attorneys-in-fact, or any of them, determine may be necessary or appropriate to complete and execute any and all such form(s), statement(s), report(s), and/or document(s), any and all such amendment(s), supplement(s), and/or exhibit(s) thereto, and any and all other document(s) in connection therewith, (iii) to file such form(s), statement(s), report(s), and/or document(s), any and all such amendment(s), supplement(s), and/or exhibit(s) thereto, and any and all other document(s) in connection therewith with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange or national securities association, also with the exchange or association), and (iv) to perform any and all other acts that said attorneys-in-fact or agents, or any of them, determine may be necessary or appropriate in connection with the foregoing that may be in the best interest of or legally required by such undersigned party, granting unto said attorneys-in-fact and agents, or any of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as said attorneys-in-fact and agents, or any of them, might or should do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, shall do or cause to be done by virtue hereof. Each undersigned party acknowledges that the foregoing attorneys-in-fact and agents, or any of them, in serving in such capacity at the request of such undersigned party, are not assuming any of the responsibilities of the undersigned to comply with Section 16 or Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. This Joint Filing Agreement and Power of Attorney shall remain in full force and effect until revoked by any undersigned party, with respect to such undersigned party, in a signed writing delivered to said attorneys-in-fact and agents, or any of them. IN WITNESS WHEREOF, each unders igned party, being duly authorized, has caused this Joint Filing Agreement and Power of Attorney to be executed and effective as of April 12, 2006. PARKCENTRAL GLOBAL HUB LIMITED By: Parkcentral Capital Management, L.P. Its: Investment Adviser By: /s/ David Radunsky ----------------------------- Name: David Radunsky Title: Chief Operating Officer PARKCENTRAL CAPITAL MANAGEMENT, L.P. By: /s/ David Radunsky -------------------------------- Name: David Radunsky Title: Chief Operating Officer /s/ Steven Blasnik ----------------------------------------- STEVEN BLASNIK PETRUS SECURITIES, L.P. By: /s/ David Radunsky -------------------------------- Name: David Radunsky Title: Chief Operating Officer HILL AIR COMPANY I, LLC By: /s/ David Radunsky -------------------------------- Name: David Radunsky Title: Chief Operating Officer EX-99 3 d39934ex99.txt ADDITIONAL EXHIBITS EXHIBIT 99.1 JOINT FILER INFORMATION OTHER REPORTING PERSON(S) 1. PARKCENTRAL CAPITAL MANAGEMENT, L.P.
ITEM INFORMATION Name: Parkcentral Capital Management, L.P. Address: 2300 West Plano Parkway Plano, Texas 75075 Designated Filer: Parkcentral Global Hub Limited Issuer Name and Ticker or Trading PRG-SCHULTZ INTERNATIONAL, INC. [PRGX] Symbol: Date of Earliest Transaction September 18, 2006 Required to be Reported (Month/Day/Year): If Amendment, Date Original Filed NA (Month/Day/Year): Relationship of Reporting Person(s) 10% Owner to Issuer: Individual or Joint/Group Filing: Form filed by More than One Reporting Person Signature: By: /s/ David Radunsky ------------------------------- Name: David Radunsky Title: Chief Operating Officer Date: September 26, 2006
2. STEVEN BLASNIK
ITEM INFORMATION Name: Steven Blasnik Address: 2300 West Plano Parkway Plano, Texas 75075 Designated Filer: Parkcentral Global Hub Limited Issuer Name and Ticker or Trading PRG-SCHULTZ INTERNATIONAL, INC. [PRGX] Symbol: Date of Earliest Transaction September 18, 2006 Required to be Reported (Month/Day/Year): If Amendment, Date Original Filed NA (Month/Day/Year): Relationship of Reporting Person(s) 10% Owner to Issuer: Individual or Joint/Group Filing: Form filed by More than One Reporting Person Signature: By: /s/ Steven Blasnik ------------------------------- Name: Steven Blasnik Date: September 26, 2006
3. PETRUS SECURITIES, L.P.
ITEM INFORMATION Name: Petrus Securities, L.P. Address: 2300 West Plano Parkway Plano, Texas 75075 Designated Filer: Parkcentral Global Hub Limited Issuer Name and Ticker or Trading PRG-SCHULTZ INTERNATIONAL, INC. [PRGX] Symbol: Date of Earliest Transaction September 18, 2006 Required to be Reported (Month/Day/Year): If Amendment, Date Original Filed NA (Month/Day/Year): Relationship of Reporting Person(s) 10% Owner to Issuer: Individual or Joint/Group Filing: Form filed by More than One Reporting Person Signature: By: /s/ David Radunsky ------------------------------- Name: David Radunsky Title: Chief Operating Officer Date: September 26, 2006
4. HILL AIR COMPANY I, LLC
ITEM INFORMATION Name: Hill Air Company I, LLC Address: 2300 West Plano Parkway Plano, Texas 75075 Designated Filer: Parkcentral Global Hub Limited Issuer Name and Ticker or Trading PRG-SCHULTZ INTERNATIONAL, INC. [PRGX] Symbol: Date of Earliest Transaction September 18, 2006 Required to be Reported (Month/Day/Year): If Amendment, Date Original Filed NA (Month/Day/Year): Relationship of Reporting Person(s) 10% Owner to Issuer: Individual or Joint/Group Filing: Form filed by More than One Reporting Person Signature: By: /s/ David Radunsky ------------------------------- Name: David Radunsky Title: Chief Operating Officer Date: September 26, 2006
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