3 1 pgaform3.htm Form 3

Form 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*     

Amalgamated Gadget, L.P.

(Last)       (First)       (Middle)

301 Commerce Street, Suite 2975

(Street)
Fort Worth, Texas 76102

(City)       (State)       (Zip)
2. Date of Event
Requiring Statement
(Month/Day/Year)

04/14/2003
4. Issuer Name and Ticker or Trading Symbol

Personnel Group of America, Inc. (PRGA)
3. I.R.S. Identification
Number of Reporting
Person, if an entity
(voluntary)


5. Relationship of Reporting Person(s) to Issuer
 (Check all applicable)
___ Director      X   10% Owner
___ Officer      ___Other 
(give title         (specify 
  below)               below)
6. If Amendment, Date of
Original (Month/Day/Year)
7. Individual or Joint/Group
Filing (Check Applicable Line)
___ Form filed by One Reporting Person
  X   Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security
(Instr. 4)
2. Amount of Securities
Beneficially Owned
(Instr. 4)
3. Ownership
Form: Direct
(D) or Indirect
(I)  (Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value 4,883,245 (1) D-Amalgamated Gadget, L.P. N/A 
         
          
          
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 Instructions 5(b)(v).
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

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(Over)
SEC 1474 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and
Expiration Date
(Month/Day/Year)

3. Title and Amount of Securities Underlying
Derivative Security
(Instr. 4)
4. Conversion or
Exercise
Price of
Derivative
Security
5. Ownership
Form of
Derivative
Security:
Direct
(D) or
Indirect
(I)
(Instr. 5)
6. Nature of Indirect
Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount
or
Number
of
Shares
Series B Convertible Participating Preferred Stock  Immediately N/A   Common Stock   18,256,000   100:1 Conversion Ratio   D - Amalgamated Gadget, L.P.   N/A 
                     
                     
                     
Explanation of Responses:

SEE CONTINUATION SHEET

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
AMALGAMATED GADGET, L.P.
By: Scepter Holdings, Inc.,
       its general partner

By:  /s/ William Holloway
        William Holloway, Authorized Signatory
**Signature of Reporting Person
04/22/2003 
Date
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient,
See Instruction 6 for procedure.

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<PAGE>

 

CONTINUATION SHEET TO FORM 3



Name and Address of Reporting Person:


Amalgamated Gadget, L.P.
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102

Issuer Name and Ticker or Trading Symbol:

Personnel Group of America, Inc. (PRGA)

Date of Event Requiring Statement:

April 14, 2003

   


Other Reporting Person:


Signature of Reporting Person:

Scepter Holdings, Inc. (2)
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102 322:

Geoffrey P. Raynor (2)
301 Commerce Street, Suite 2975
Fort Worth, Texas 76102

SCEPTER HOLDINGS, INC.
By: /s/ William Holloway
      William Holloway, Authorized Signatory


/s/ Geoffrey P. Raynor
Geoffrey P. Raynor


Explanation of Responses:

(1) All securities reported herein as being owned by Amalgamated Gadget, L.P. ("Amalgamated"), were purchased by Amalgamated for and on behalf of R2 Investments, LDC ("R2"), pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting and dispositive power of such shares and R2 has no beneficial ownership of such shares. This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act").

(2) Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated, which is the holder of the securities reported herein. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any securities beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Amalgamated.













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