-----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, CpJxwjtaNkpodBwSXwmYOsZPXc9VH0OYKtd2Sy2Vo1Fxtysrp4tSzo7r4fe6ja4f AzlKTDrF25iNR1ie3CpSxQ== 0000902664-06-001136.txt : 20060328 0000902664-06-001136.hdr.sgml : 20060328 20060328120543 ACCESSION NUMBER: 0000902664-06-001136 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060328 DATE AS OF CHANGE: 20060328 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48923 FILM NUMBER: 06714094 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THALES FUND MANAGEMENT LLC CENTRAL INDEX KEY: 0001106726 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 140 BROADWAY 45TH FL CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2125093111 MAIL ADDRESS: STREET 1: 140 BROADWAY 45TH FL CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D/A 1 sc13da.txt THALES HOLDINGS LTD
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SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 PRG-SCHULTZ INTERNATIONAL, INC. ----------------------------------------------------------- (Name of Company) Common Stock ----------------------------------------------------------- (Title of Class of Securities) 69357C107 ----------------------------------------------------------- (CUSIP Number of Class of Securities) Andre Weiss, Esq. ----------------------------------------------------------- Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2431 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 2006 ----------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------------------------- -------------------------- CUSIP NO. 69357C107 PAGE 2 OF 10 PAGES - ----------------------------------------- -------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thales Holdings LTD - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 440,142 shares (including 335,142 shares issuable upon EACH conversion of notes and payable as shares of interest REPORTING under the notes) (see Item 5) PERSON WITH -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 440,142 shares (including 335,142 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 440,142 shares (including 335,142 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.6% (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- SCHEDULE 13D - ---------------------------------------- -------------------------- CUSIP NO. 69357C107 PAGE 3 OF 10 PAGES - ---------------------------------------- -------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Thales Fund Management, LLC - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[x] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 NUMBER OF -------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 440,142 shares (including 335,142 shares issuable upon EACH conversion of notes and payable as shares of interest REPORTING under the notes) (see Item 5) PERSON WITH -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 440,142 shares (including 335,142 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 440,142 shares (including 335,142 shares issuable upon conversion of notes and payable as shares of interest under the notes) (see Item 5) - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 0.6% (see Item 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ------------------------------------------------------------------------------- This Amendment No. 2 (this "Amendment") amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission on January 5, 2006 by Thales Holdings LTD a company incorporated in Bermuda and Thales Fund Management, LLC, a Delaware limited liability company (collectively, the "Reporting Persons"). This Amendment relates to the shares of Common Stock (the "Shares") of PRG-Schultz International, Inc., a Georgia corporation (the "Company"). The following amendments to the Schedule 13D are hereby made. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5(e) is hereby amended and restated in its entirety as follows: As of March 17, 2006, the Noteholders' Committee ceased to function. As a consequence, the group for purposes of Rule 13d-5(b) that may have been deemed to have been created thereby ceased to exist. Accordingly, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares on March 17, 2006. This Amendment No. 2 is the final amendment to the Schedule 13D and is an exit filing. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 is hereby amended and restated in its entirety as follows: As of March 17, 2006, the Noteholders' Committee ceased to function. As a consequence, the group for purposes of Rule 13d-5(b) that may have been deemed to have been created thereby ceased to exist. The Reporting Persons have no oral or written agreements, understandings or arrangements with each other or any other person relating to acquiring, holding, voting or disposing of any securities of the Company or otherwise with respect to the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement, dated March 27, 2006. 2. Press release, dated March 20, 2006. SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: March 27, 2006 THALES HOLDINGS LTD By: THALES FUND MANAGEMENT, LLC its Investment Advisor By: /s/ Roger Insley ------------------------------ Name: Roger Insley Title: Chief Financial Officer THALES FUND MANAGEMENT, LLC By: /s/ Roger Insley ------------------------------- Name: Roger Insley Title: Chief Financial Officer EXHIBIT INDEX 1. Joint Filing Agreement, dated March 27, 2006. 2. Press release, dated March 20, 2006. EXHIBIT 1 JOINT FILING UNDERTAKING The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: March 27, 2006 THALES HOLDINGS LTD By: THALES FUND MANAGEMENT, LLC its Investment Advisor By: /s/ Roger Insley ------------------------------ Name: Roger Insley Title: Chief Financial Officer THALES FUND MANAGEMENT, LLC By: /s/ Roger Insley ------------------------------ Name: Roger Insley Title: Chief Financial Officer EX-99 2 exhibit99.txt THALES HOLDINGS LTD NEWS RELEASE FOR IMMEDIATE RELEASE PRG-SCHULTZ ANNOUNCES SUCCESSFUL CLOSING OF EXCHANGE OFFER AND NEW SENIOR SECURED CREDIT FACILITY ATLANTA, MARCH 20, 2006 -- PRG-Schultz International, Inc. (Nasdaq: PRGX) announced today that it has accepted all of its 4.75% Convertible Subordinated Notes due 2006 (the "Existing Notes") that were tendered in its exchange offer (the "Exchange Offer") which expired on Friday, March 17, 2006. As of the expiration of the Exchange Offer at 10:00 a.m., New York City time, on March 17, 2006, $124,530,000, or 99.6%, of the outstanding principal amount of Existing Notes had been validly tendered and were exchanged in the Exchange Offer. As a result of the consummation of the Exchange Offer, $470,000 of the Existing Notes remain outstanding, and the company issued an aggregate of (a) $51,635,846 in principal amount of 11.0% Senior Notes Due 2011 (which included $1,823,846 in additional principal amount of Senior Notes issued for accrued and unpaid interest on Exchange Notes that were exchanged), (b) $59,774,400 in principal amount of 10.0% Senior Convertible Notes Due 2011, and (c) 124,530 shares, or $14,943,600 liquidation preference, of 9.0% Senior Series A Convertible Participating Preferred Stock. The company also announced today that it has entered into a new senior secured credit facility with Ableco Finance LLC and The CIT/Group/Business Credit, Inc., a portion of which is being syndicated to the company's prior bridge financing lenders. The new credit facility includes a $25.0 million term loan, the net proceeds of which were funded to the company at closing on Friday, March 17, 2006, and up to $20 million in revolving loan borrowings, none of which are currently outstanding. The net proceeds of the new senior credit facility were used to repay all outstanding borrowings under the company's existing senior credit facility with Bank of America, which were approximately $1.6 million, and all outstanding amounts under the bridge loan between the company and certain holders of its Existing Notes, including accrued and unpaid interest, which were approximately $10.1 million. The remainder of the proceeds of the term loan will be used to pay fees and expenses related to the Exchange Offer and the new senior credit facility and for general corporate purposes. "With the successful conclusion of the exchange offer and the closing of a new credit facility, we begin a new chapter in our turnaround," said James B. McCurry, the company's President and Chief Executive Officer. "Our balance sheet has been strengthened and our new senior credit facility provides us with the liquidity we need to run our business. We can now focus on the continued improvement of our operations and the development of new opportunities for creating value for our clients." ABOUT PRG-SCHULTZ INTERNATIONAL, INC. Headquartered in Atlanta, PRG-Schultz International, Inc. is the world's leading recovery audit firm, providing clients throughout the world with insightful value to optimize and expertly manage their business transactions. Using proprietary software and expert audit methodologies, PRG-Schultz industry specialists review client purchases and payment information to identify and recover overpayments. FORWARD LOOKING STATEMENTS This press release includes certain forward-looking statements in addition to historical information, including statements regarding the potential success of the company's turnaround, anticipated liquidity needs of the company, and the company's plans to improve operations and develop new opportunities. Actual outcomes may differ due to a number of risks and uncertainties such as (without limitation): the company's ability to stabilize its revenue trend, the success of the company's previously announced operational restructuring plan, the success of the company's new service offerings, the company's ability to retain key personnel, changes in the market for the company's service offerings, and other risks generally applicable to the company's business. For a discussion of other risk factors that may impact the company's business and the success of its turnaround, please see the company's Securities and Exchange Commission filings, including the offering circular filed as Exhibit 99(A)(1)(a) to the company's Schedule TO on February 1, 2006, the company's Form 10-K filed with the Securities and Exchange Commission on March 16, 2005, and the company's subsequent Forms 10-Q for the first three fiscal quarters of 2005. The company disclaims any obligation or duty to update or modify these forward-looking statements. CONTACT: PRG-SCHULTZ INTERNATIONAL, INC. Peter Limeri 770-779-6464 2 -----END PRIVACY-ENHANCED MESSAGE-----