-----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, BVU4GDQik7BxmR933jrL2SMyoeGrW1+AgBldScLGYqZ7q9hxVF4BiUMnxRnuYMGj phKj2s2x60CoXUo7QdGCAQ== 0001209191-06-057749.txt : 20061103 0001209191-06-057749.hdr.sgml : 20061103 20061103214513 ACCESSION NUMBER: 0001209191-06-057749 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060915 FILED AS OF DATE: 20061103 DATE AS OF CHANGE: 20061103 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: BLASNIK STEVE CENTRAL INDEX KEY: 0001195813 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061188461 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: 061188462 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: 061188463 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: 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: 061188464 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: 061188465 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 4 1 bod40932_bod1pcg.xml MAIN DOCUMENT DESCRIPTION X0202 4 2006-09-15 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 10.0% Senior Convertible Notes Due 2011 6.50 2006-09-15 4 J 0 568293 0 A Common Stock 87430 12061893 I See Footnotes 9% Senior Series A Convertible Participating Preferred Stock 2.8405 2006-09-15 4 J 0 21400 D Common Stock 904066 0 I See Footnotes 9% Senior Series A Convertible Participating Preferred Stock 2.8405 2006-09-15 4 J 0 21400 A Common Stock 944297 21400 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"). 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. Parkcentral Capital, a registered investment adviser, serves as an investment adviser to 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 (a) 10.0% Senior Convertible Notes Due 2011 of the issuer ("Senior Notes"), (b) 9.0% Senior Series A Convertible Participating Preferred Stock of the issuer ("Series A Preferred Stock"), and (c) Common Stock, no par value per share, of the issuer ("Common Stock") 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 Senior Notes and shares of Series A Preferred Stock and Common 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 Senior Notes and shares of Series A Preferred Stock and Common 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. Pursuant to the partnership agreement of Petrus, Hill Air has voting and investment (including dispositive) power with respect to Senior Notes and shares of Series A Preferred Stock and Common Stock owned and/or held by or for the account or benefit 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 Senior Notes and shares of Series A Preferred Stock and Common 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 Senior Notes and shares of Series A Preferred Stock and Common Stock beneficially owned and/or held by or for the account or benefit of Petrus, except to the extent of the pecuniary interest of such person in such shares. On September 15, 2006, the issuer issued new Senior Notes as interest in-kind on the Senior Notes to Parkcentral Global and Petrus in the aggregate principal amount of $475,734 and $92,559, respectively. The Senior Notes are convertible at the option of the holder at any time prior to maturity into shares of Common Stock at the then-effective conversion price for the Senior Notes, subject to the anti-dilution and other adjustments described in the Senior Notes. As of September 15, 2006, the effective conversion price for the Senior Notes was $6.50 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Senior Notes. Includes (a) 73,190 shares of Common Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global and (b) 14,240 shares of Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Petrus. Includes Senior Notes in the aggregate principal amount of (a) $10,097,334 beneficially owned and/or held by or for the account or benefit of Parkcentral Global and (b) $1,964,559 beneficially owned and/or held by or for the account or benefit of Petrus. 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. On August 14, 2006, the issuer effected a 1-for-10 reverse stock split of its outstanding Common Stock. Immediately following the reverse stock split, the then-effective liquidation preference of the Series A Preferred Stock was $120.00 per share of Series A Preferred Stock, subject to accretion as described in the Articles of Incorporation of the issuer, and the then-effective conversion price for 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 15, 2006, a dividend date for the Series A Preferred Stock, the issuer did not declare dividends on the Series A Preferred Stock. Immediately following the issuer's failure to declare dividends on September 15, 2006, the then-effective liquidation preference of the Series A Preferred Stock increased to $125.34 per share of Series A Preferred Stock, subject to accretion as described in the Articles of Incorporation of the issuer. Includes (a) 17,500 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. Includes (a) 739,306 shares of Common Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global and (b) 164,760 shares of Series A Preferred Stock beneficially owned and/or held by or for the account or benefit of Petrus. Includes (a) 772,206 shares of Common Stock beneficially owned and/or held by or for the account or benefit of Parkcentral Global and (b) 172,092 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 2006-11-03 EX-99 2 d40932pcgex99.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 15, 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: November 3, 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 15, 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: November 3, 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 15, 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: November 3, 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 15, 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: November 3, 2006
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