-----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, VE6vWPWH+Vnwvi1g2S0sNEBTEWuM0zpVhKS3ghe82gW4XfLCsj1lHrZLaxHc/8X9 pP1zNatDCf1JRYOfgmyqfw== 0001017920-00-000002.txt : 20000202 0001017920-00-000002.hdr.sgml : 20000202 ACCESSION NUMBER: 0001017920-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000114 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PAREXEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000799729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042776269 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45687 FILM NUMBER: 507345 BUSINESS ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6174879900 MAIL ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02154 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EAGLE JOSEPH 1989 SETTLEMENT CENTRAL INDEX KEY: 0001057108 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PORTMAN HOUSE STREET 2: 32 HUE ST CITY: ST HELIER JERSEY MAIL ADDRESS: STREET 1: PORTMAN HOUSE STREET 2: 32 HUE ST SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 S C H E D U L E 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PAREXEL INTERNATIONAL CORPORATION (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 699462107 (CUSIP Number) Copy to: The Joseph Eagle 1989 Settlement Joel M. Walker, Esq. Sir Walter Raleigh House Breslow & Walker, LLP 48/50 Esplanade 767 Third Avenue St. Helier, Jersey JE1 4HH New Nork, New York 10017 Telephone 011 441 534 505905 Telephone (212) 832-1930 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 3, 1999 (Date of Event which Requires Filing this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)or 13-d-1(g), check the following space . NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). (Continued on following page(s)) CUSIP No. 699462107 13D 1 Name of Reporting Person I.R.S. Identification No. of Above Person The Joseph Eagle 1989 Settlement 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required [ ] 6 Citizenship or Place of Organization Jersey, Channel Islands Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power 1,295,166 shares 5.1% 8 Shared Voting Power None 0% 9 Sole Dispositive Power 1,295,166 shares 5.1% 10 Shared Dispositive Power None 0% 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,295,166 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* OO
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 699462107 13D 1 Name of Reporting Person I.R.S. Identification No. of Above Person Edward James Noel 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required [ ] 6 Citizenship or Place of Organization United Kingdom Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power None 0% 8 Shared Voting Power 1,295,166 shares 5.1% 9 Sole Dispositive Power None 0% 10 Shared Dispositive Power 1,295,166 shares 5.1% 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,295,166 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 699462107 13D 1 Name of Reporting Person I.R.S. Identification No. of Above Person Raleigh Nominees Limited 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required [ ] 6 Citizenship or Place of Organization Jersey, Channel Islands Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power None 0% 8 Shared Voting Power 1,295,166 shares 5.1% 9 Sole Dispositive Power None 0% 10 Shared Dispositive Power 1,295,166 shares 5.1% 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,295,166 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares* [ ] 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 699462107 13D 1 Name of Reporting Person I.R.S. Identification No. of Above Person LSI Holdings Limited 2 Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3 SEC Use Only 4 Source of Funds* OO 5 Check Box if Disclosure of Legal Proceedings is Required [ ] 6 Citizenship or Place of Organization Jersey, Channel Islands Number of Shares Beneficially Owned By Each Reporting Person With 7 Sole Voting Power None 0% 8 Shared Voting Power 1,295,166 shares 5.1% 9 Sole Dispositive Power None 0% 10 Shared Dispositive Power 1,295,166 shares 5.1% 11 Aggregate Amount Beneficially Owned By Each Reporting Person 1,295,166 shares 12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 5.1% 14 Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT!
This Amendment No. 2 (this "Amendment") to the Schedule 13D, dated March 1, 1998 (the "Schedule"), pertains to the reporting persons' ownership of certain securities of PAREXEL International Corporation (the "Issuer"). All capitalized terms used herein and otherwise undefined shall have the meanings ascribed to them in the Schedule. This Amendment is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the reporting persons. It refers only to information which has materially changed since the filing of Amendment No. 1 to the Schedule. ITEM 2. Identity and Background On July 28, 1999, Terence Le Sueur resigned as trustee of the Trust, and Edward James Noel replaced him as trustee. Terence Le Sueur is still an officer and a director of Raleigh Nominees Limited (formerly Contra Nominee Limited), and an officer, director, and shareholder of LSI Holdings Limited. ITEM 5. Interests in Securities of the Issuer. (a) The following list sets forth the aggregate number and percentage (based on 25,265,109 shares of Common Stock outstanding as reported by the Issuer on its Form 10-Q for the quarter ended September 30, 1999) of outstanding shares of Common Stock owned beneficially by each reporting person named in Item 2 as of January 12, 2000: Shares of Percentage of Shares Common Stock of Common Stock Name Beneficially Owned Beneficially Owned The Trust 1,295,166 5.1% Edward Noel 1,295,166 5.1% Raleigh Nominees Limited 1,295,166 5.1% LSI Holdings Limited 1,295,166 5.1% Terence Le Sueur 0 0% Richard Ireson 0 0% James Colclough 0 0% (b) The Trust has sole power to vote 1,295,166 shares of Common Stock, and the sole power to dispose of 1,295,166 shares of Common Stock. By virtue of being a trustee of the Trust, Edward Noel may be deemed to have shared power to vote 1,295,166 shares of Common Stock, and shared power to dispose of 1,295,166 shares of Common Stock. By virtue of being a trustee of the Trust, Raleigh Nominees Limited may be deemed to have shared power to vote 1,295,166 shares of Common Stock, and shared power to dispose of 1,295,166 shares of Common Stock. By virtue of being the sole stockholder of Raleigh Nominees Limited, LSI Holdings Limited may be deemed to have shared power to vote 1,295,166 shares of Common Stock, and shared power to dispose of 1,295,166 shares of Common Stock. (c) The following is a description of all transactions in Common Stock by the persons identified in Item 2 effected since the filing of Amendment No. 1 to the Schedule.
Purchase or Number of Shares Purchase or Name of Shareholder Sale Date Purchased or (Sold) Sale Price The Trust 8/26/99 (5,000) $10.75 8/26/99 (5,000) $10.6875 8/26/99 (5,500) $10.625 8/26/99 (4,500) $10.5625 8/27/99 (39,000) $10.00 8/27/99 (11,000) $10.0625 8/30/99 (37,500) $10.00 8/30/99 (17,500) $10.0625 8/31/99 (2,500) $10.00 9/1/99 (7,500) $10.00 9/2/99 (2,500) $10.00 10/29/99 (10,000) $9.50 11/1/99 (200) $9.69 11/1/99 (5,000) $9.565 11/2/99 (4,800) $9.69 11/3/99 (5,000) $9.69 11/4/99 (5,000) $9.8775 11/5/99 (5,000) $9.94 11/8/99 (5,000) $10.065 11/15/99 (5,000) $9.94 11/16/99 (5,000) $10.19 11/18/99 (5,000) $10.44 11/19/99 (12,000) $10.789 11/22/99 (5,000) $10.945 11/23/99 (3,000) $11.44 11/24/99 (9,600) $11.9348 12/1/99 (5,600) $11.8842 12/2/99 (9,800) $12.0956 12/3/99 (20,000) $12.1225 12/6/99 (20,000) $12.0494 12/7/99 (10,000) $12.065
The Trust sold the shares on the NASDAQ National Market System through a broker. Signature After reasonable inquiry and to the best of his knowledge and belief, the undersigned hereby certifies that the information set forth in this Amendment is true, complete, and correct. Date: January 12, 2000 /s/ Edward James Noel Edward James Noel, individually, as Trustee on behalf of the Trust, and as director of Raleigh Nominees Limited and LSI Holdings Limited. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----