-----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, E3w2Kyx+yWUeYVCxyBn0FzKFe92y9u1IU2rTisb6ou3Q93RAS87KrYPoOkWyiPMg HRn5/ernAgvdyyPrWEVkSA== 0000938775-06-000148.txt : 20061004 0000938775-06-000148.hdr.sgml : 20061004 20061004161821 ACCESSION NUMBER: 0000938775-06-000148 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060915 FILED AS OF DATE: 20061004 DATE AS OF CHANGE: 20061004 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: BLUM STRATEGIC GP II LLC CENTRAL INDEX KEY: 0001233405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061128546 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUM STRATEGIC GP LLC CENTRAL INDEX KEY: 0001233404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061128547 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RICHARD C BLUM & ASSOCIATES INC CENTRAL INDEX KEY: 0000847243 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061128548 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-434-1111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER NAME: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES INC DATE OF NAME CHANGE: 19931213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLUM CAPITAL PARTNERS LP CENTRAL INDEX KEY: 0000938775 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 061128549 BUSINESS ADDRESS: STREET 1: 909 MONTGOMERY STREET # 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4154341111 MAIL ADDRESS: STREET 1: 909 MONTGOMERY STREET STREET 2: SUITE 400 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER NAME: FORMER CONFORMED NAME: BLUM RICHARD C & ASSOCIATES L P DATE OF NAME CHANGE: 19970219 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-09-15 0001007330 PRG SCHULTZ INTERNATIONAL INC PRGX 0000938775 BLUM CAPITAL PARTNERS LP 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0000847243 RICHARD C BLUM & ASSOCIATES INC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001233404 BLUM STRATEGIC GP LLC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 0001233405 BLUM STRATEGIC GP II LLC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO CA 94133 0 0 1 0 Common Stock 6170 D Common Stock 19529 D Common Stock 17870 D Common Stock 17376 D Common Stock 8300 D Common Stock 11770 D Common Stock 827640 D Common Stock 17065 D Common Stock 53 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 174368.00 A 2011-03-15 Common Stock 26826 3700928.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 324194 7347 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 142399.00 A 2011-03-15 Common Stock 21908 3022399.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 264756 6000 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 155144.00 A 2011-03-15 Common Stock 23868 3292904.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 288452 6537 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 348808.00 A 2011-03-15 Common Stock 53663 7403368.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 648520 14697 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 7191.00 A 2011-03-15 Common Stock 1106 152631.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 13370 303 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-15 4 J 0 407.00 A 2011-03-15 Common Stock 63 8644.00 D Series A Convertible Participating Preferred Stock 2006-09-15 4 J 0 0 A 2011-03-15 Common Stock 750 17 D These shares are owned directly by Stinson Capital Fund (Cayman), Ltd. These securities are owned directly by Stinson Capital Partners, L.P. These securities are owned directly by Stinson Capital Partners II, L.P These securities are owned directly by Stinson Capital Partners (QP), L.P. These shares are owned directly by BK Capital Partners IV, L.P. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic. Blum GP disclaims beneficial ownership of these sharess, except to the extent of any pecuniary interest therein. These securities are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The securities also may be deemed to be owned indirectly by Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. These securities are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The securities also may be deemed to be owned indirectly by Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. These securities may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (1) and the general partner of the limited partnerships described in Notes (2), (3), (4) and (5); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership in these securities, except to the extent of any pecuniary interest therein. These securities are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (9) above. RCBA Inc. disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein. Immediately exercisable. The 10.0% Senior Convertible Notes ("Notes") are due March 15, 2011 and are convertible into common stock at a current conversion price per share of $6.50. Amount represents a payment in kind for interest due on the Notes. Interest is due on the Notes at a rate of 10% per annum on the principal amount, payable semi-annually on March 15 and September 15, commencing on September 15, 2006. The Issuer can pay interest in cash or by issuing additional new Notes. On September 15, 2006, the Issuer paid interest by issuing new Notes. The Series A Convertible Participating Preferred Stock (the "Series A") accrues dividends at a cumulative annual rate of 9% of the then-effective liquidation preference per share on each March 15 and September 15, commencing on September 15, 2006. Declared dividends are paid in cash. When dividends are undeclared on the dividend payment date, the liquidation preference on the Series A will be increased. Accordingly, on September 15, 2006, the liquidation preference for the Series A was increased to $125.34 per share, therefore each Series A share is convertible into shares of common stock at a conversion price of $2.8405 per share. The number of Series A shares held by each Reporting Person does not change. See Attached Signature Page 2006-10-04 EX-99 2 prgxjntfilerinfop1.txt JOINT FILER STATEMENT Exhibit 99 Joint Filer Information Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: September 15, 2006 Issuer & Symbol: PRG-Schultz International, Inc. (PRGX) Address of each Reporting Person for this Form 4: 909 Montgomery Street, Suite 400, San Francisco, CA 94133 Relationship to Issuer of each Reporting Person: 10% Owner Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. October 4, 2006 RICHARD C. BLUM & ASSOCIATES, INC. BLUM CAPITAL PARTNERS, L.P. By: Richard C. Blum & Associates, Inc., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ----------------------- ----------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary BK CAPITAL PARTNERS IV, L.P. STINSON CAPITAL PARTNERS, L.P. STINSON CAPITAL FUND (CAYMAN), LTD. STINSON CAPITAL PARTNERS II, L.P. By: BLUM CAPITAL PARTNERS, L.P., STINSON CAPITAL PARTNERS (QP), L.P. its investment advisor By: BLUM CAPITAL PARTNERS, L.P., By: Richard C. Blum & Associates, Inc., its general partner its general partner By: Richard C. Blum & Associates, Inc., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ---------------------- ----------------------- Gregory D. Hitchan Gregory D. Hitchan Partner, Chief Operating Officer, Partner, Chief Operating Officer, General Counsel and Secretary General Counsel and Secretary BLUM STRATEGIC GP, L.L.C. BLUM STRATEGIC PARTNERS, L.P. By: BLUM STRATEGIC GP, L.L.C., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ------------------------- -------------------------- Gregory D. Hitchan, Gregory D. Hitchan, Member and General Counsel Member and General Counsel EX-99 3 prgxjntfilerinfop2.txt JOINT FILER STATEMENT Exhibit 99 Joint Filer Information (cont.) Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: September 15, 2006 Issuer & Symbol: PRG-Schultz International, Inc. (PRGX) Address of each Reporting Person for this Form 4: 909 Montgomery Street Suite 400 San Francisco, CA 94133 Relationship to Issuer of each Reporting Person: 10% Owner BLUM STRATEGIC GP II, L.L.C. BLUM STRATEGIC PARTNERS II, L.P. By: BLUM STRATEGIC GP II, L.L.C., its general partner By: /s/ Gregory D. Hitchan By: /s/ Gregory D. Hitchan ---------------------- ---------------------- Gregory D. Hitchan, Gregory D. Hitchan, Member and General Counsel Member and General Counsel BLUM STRATEGIC PARTNERS II GMBH & CO. KG By: BLUM STRATEGIC GP II, L.L.C., its managing limited partner By: /s/ Gregory D. Hitchan --------------------------- Gregory D. Hitchan, Member and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----