-----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, FppKQIQxYvJstNJh4NkN0DUFY6fAzWpQMczws/IqhRBqZlCNJYjbw8JfLYXyIeeY hQ9UKdXCXpn+6UTFSPNVRA== 0000914062-98-000033.txt : 19980212 0000914062-98-000033.hdr.sgml : 19980212 ACCESSION NUMBER: 0000914062-98-000033 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980211 SROS: NASD GROUP MEMBERS: JOHN M. COOK GRANTOR RETAINED ANNUITY TRUST GROUP MEMBERS: M. LUCY COOK GRANTOR RETAINED ANNUITY TRUST GROUP MEMBERS: MILLS TONY G SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROFIT RECOVERY GROUP 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 13G/A SEC ACT: SEC FILE NUMBER: 005-48923 FILM NUMBER: 98532716 BUSINESS ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339-8426 BUSINESS PHONE: 7709553815 MAIL ADDRESS: STREET 1: 2300 WINDY RIDGE PKWY STREET 2: STE 100 NORTH CITY: ATLANTA STATE: GA ZIP: 30339-8426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILLS TONY G CENTRAL INDEX KEY: 0001026047 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PROFIT RECOVERY GROUP INTERNATIONAL INC STREET 2: 2300 WINDY RIDGE PKWY STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709553815 MAIL ADDRESS: STREET 1: PROFIT RECOVERY GROUP INTERNATIONAL INC STREET 2: 2300 WINDY RIDGE PKWY STE 100 N CITY: ATLANTA STATE: GA ZIP: 30339 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) The Profit Recovery Group International, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 743 168 106 (CUSIP Number) 514504.1 Page 2 of 10 CUSIP NO.743 168 106 (l) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Tony G. Mills (2) Check the Appropriate Box if a Member of a Group (a) . (b) . (3) SEC Use Only (4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power - 1,821,860(1) Shares Beneficially Owned by Each (6) Shared Voting Power - 79,765(2) Reporting Person With (7) Sole Dispositive Power - 1,821,860(1) (8) Shared Dispositive Power - 79,765(2)
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,901,625 shares(1)(2) (10) Check if Aggregate Amount in Row (9) Excludes Certain Shares . (11) Percent of Class Represented by Amount in Row 9 9.9 percent(1)(2) (12) Type of Reporting Person IN 514504.1 -2- Page 3 of 10 CUSIP NO.743 168 106 (1) Includes 640 shares held directly. Includes 900,610 shares held by the John M. Cook Grantor Retained Annuity Trust, of which Mr. Mills is the sole trustee, and 900,610 shares held by the M. Lucy Cook Grantor Retained Annuity Trust, of which Mr. Mills is also the sole trustee. Also includes 20,000 shares subject to currently exercisable options. (2) Includes 79,765 shares held pursuant to trusts for the benefit of Mr. John M. Toma and certain members of his immediate family, of which Mr. Mills is a co-trustee. 514504.1 -3- Page 4 of 10 CUSIP NO.743 168 106 (l) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons John M. Cook Grantor Retained Annuity Trust (2) Check the Appropriate Box if a Member of a Group (a) . (b) . (3) SEC Use Only (4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power - 900,610 Shares Beneficially Owned by Each (6) Shared Voting Power - 0 Reporting Person With (7) Sole Dispositive Power - 900,610 (8) Shared Dispositive Power - 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 900,610 (10) Check if Aggregate Amount in Row (9) Excludes Certain Shares . (11) Percent of Class Represented by Amount in Row 9 4.7 percent (12) Type of Reporting Person OO 514504.1 -4- Page 5 of 10 CUSIP NO.743 168 106 (l) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons M. Lucy Cook Grantor Retained Annuity Trust (2) Check the Appropriate Box if a Member of a Group (a) . (b) . (3) SEC Use Only (4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power - 900,610 Shares Beneficially Owned by Each (6) Shared Voting Power - 0 Reporting Person With (7) Sole Dispositive Power - 900,610 (8) Shared Dispositive Power - 0
(9) Aggregate Amount Beneficially Owned by Each Reporting Person 900,610 (10) Check if Aggregate Amount in Row (9) Excludes Certain Shares . (11) Percent of Class Represented by Amount in Row 9 4.7 percent (12) Type of Reporting Person OO 514504.1 -5- Page 6 of 10 CUSIP NO.743 168 106 Item l(a). Name of Issuer: The Profit Recovery Group International, Inc. Item l(b). Address of Issuer's Principal Executive Offices: 2300 Windy Ridge Parkway, NW Suite 100, North Atlanta, Georgia 30339-8426 Item 2(a). Name of Person Filing: See item (l) of the cover pages Item 2(b). Address of Principal Business Office: 2300 Windy Ridge Parkway, NW Suite 100, North Atlanta, Georgia 30339-8426 Item 2(c). Citizenship: See item (4) of cover pages Item 2(d). Title of Class of Securities: Common Stock, No Par Value Per Share Item 2(e). CUSIP Number: 743 168 106 Item 3. Nature of Person Filing: Not applicable Item 4. Ownership: (a) Amount Beneficially Owned: See item (9) of cover pages (b) Percent of Class: See item (11) of cover pages (c) Number of shares as to which such person has: 514504.1 -6- Page 7 of 10 CUSIP NO.743 168 106 (i) sole power to vote or to direct the vote: See item (5) of cover pages (ii) shared power to vote or to direct the vote: See item (6) of cover pages (iii) sole power to dispose or to direct the disposition of: See item (7) of cover pages (iv) shared power to dispose or to direct the disposition of: See item (8) of cover pages Item 5. Ownership of Five Percent or Less of Class: [X] This Amendment is filed to report that each of the John M. Cook Grantor Retained Annuity Trust and the M. Lucy Cook Grantor Retained Annuity Trust ceased to be the holder of more than 5% of the outstanding shares of Common Stock of the Registrant. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable Item 8. Identification and Classification of Members of the Group: Not applicable Item 9. Notice of Dissolution of Group: Not applicable 514504.1 -7- Page 8 of 10 CUSIP NO.743 168 106 Item 10. Certification: Not applicable 514504.1 -8- Page 9 of 10 CUSIP NO.743 168 106 Signature. After reasonable inquiry the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct. /s/ Tony G. Mills February 11, 1998 Tony G. Mills Date John M. Cook Grantor Retained Annuity Trust By:/s/ Tony G. Mills February 11, 1998 Tony G. Mills, Trustee Date M. Lucy Cook Grantor Retained Annuity Trust By:/s/ Tony G. Mills February 11, 1998 Tony G. Mills, Trustee Date 514504.1 -9- Page 10 of 10 CUSIP NO.743 168 106 EXHIBIT A The undersigned each hereby certifies and agrees that the above Schedule 13G concerning securities issued by The Profit Recovery Group International, Inc. is being filed on behalf of each of the undersigned. /s/ Tony G. Mills February 11, 1998 Tony G. Mills Date John M. Cook Grantor Retained Annuity Trust By:/s/ Tony G. Mills February 11, 1998 Tony G. Mills, Trustee Date M. Lucy Cook Grantor Retained Annuity Trust By:/s/ Tony G. Mills February 11, 1998 Tony G. Mills, Trustee Date 514504.1 -10- -----END PRIVACY-ENHANCED MESSAGE-----