-----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, DGE0OkMbU9WLca225NxrbCjB0+M016rt1/CQ6pk7YCcMdMqYicTVGX9D9BK5vdKO Mcp7z9P+iyLM0vODjnAvXw== 0000938775-06-000142.txt : 20060906 0000938775-06-000142.hdr.sgml : 20060906 20060906182146 ACCESSION NUMBER: 0000938775-06-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060901 FILED AS OF DATE: 20060906 DATE AS OF CHANGE: 20060906 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: 061077701 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: 061077702 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: 061077703 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: 061077704 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 2006-09-01 0001007330 PRG SCHULTZ INTERNATIONAL INC PRGXD 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 2006-09-01 4 J 0 2966 0 D 0 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 Series A Convertible Participating Preferred Stock 2006-09-01 4 J 0 1116 D 2011-03-15 Common Stock 47151 0 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-01 4 J 0 535680.00 D 2011-03-15 Common Stock 82413 0 D Series A Convertible Participating Preferred Stock 2006-09-01 4 J 0 11 A 2011-03-15 Common Stock 465 17 D 10.0% Senior Convertible Notes due 2011 6.50 2006-09-01 4 J 0 5357.00 A 2011-03-15 Common Stock 824 8237.00 D These shares are owned directly by Stinson Capital Fund (Cayman), Ltd. These shares are owned directly by Stinson Capital Partners, L.P. These shares are owned directly by Stinson Capital Partners II, L.P These securities were owned directly by Stinson Capital Partners S, L.P. These shares 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 shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The shares 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 shares, except to the extent of any pecuniary interest therein. These shares are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The shares 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 shares, 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), (5), and (6); 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 shares, except to the extent of any pecuniary interest therein. These securities are directly owned by Blum LP, some of which were received in the distribution referred to in Note (13). They may be deemed to be owned indirectly by RCBA Inc., as described in Note (10) above. RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. Each share of Series A Convertible Participating Preferred Stock (the "Series A Stock") is initially convertible into approximately 42.25 shares of common stock of the Issuer, which is calculated by dividing then-effective liquidation preference of each share of Series A Stock ($120.00) by the conversion price. The initial conversion price is $2.8405. This transaction represents a distribution of securities by Stinson Capital Partners S, L.P. to: (i) a limited partner, and (ii) Blum LP, the general partner of Stinson Capital Partners S, L.P. Immediately exercisable. The initial conversion price provided an initial conversion rate of approximately 153.85 shares of common stock per $1,000 principal amount of 10.0% Senior Convertible Notes due 2011. All security holdings reported on this Form 4 reflect the Issuer's 1-for-10 reverse stock split effective August 14, 2006. See Attached Signature Page 2006-09-06 EX-99 2 prgxjntfilerinfop1.txt JOINT FILING STATEMENT Exhibit 99 Joint Filer Information Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: September 1, 2006 Issuer & Symbol: PRG-Schultz International, Inc. (PRGXD) 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. September 6, 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, General Counsel and Partner, General Counsel and Secretary Secretary BK CAPITAL PARTNERS IV, L.P. STINSON CAPITAL PARTNERS, L.P. STINSON CAPITAL PARTNERS II, L.P. STINSON CAPITAL FUND (CAYMAN), LTD. STINSON CAPITAL PARTNERS S, 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, General Counsel and Partner, General Counsel and Secretary 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 FILING STATEMENT Exhibit 99 Joint Filer Information (cont.) Designated Filer: BLUM CAPITAL PARTNERS, L.P. Statement for Month/Day/Year: September 1, 2006 Issuer & Symbol: PRG-Schultz International, Inc. (PRGXD) 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-----