FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRG SCHULTZ INTERNATIONAL INC [ PRGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/18/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
9% Senior Series A Convertible Participating Preferred Stock | $2.8405(1)(2)(3)(4)(5) | 09/18/2006 | S | 2,500(6) | (5) | (5) | Common Stock | 105,615 | $255 | 18,900(7) | I | See Footnotes(1)(2)(3)(4)(7) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. On September 18, 2006, Parkcentral Global sold 2,500 shares of Series A Preferred Stock. |
7. 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. |
Remarks: |
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 | 09/26/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |