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SCHEDULE 13D
Under the Securities Exchange Act of 1934
PRG-SCHULTZ INTERNATIONAL, INC.
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(Name of Company)
Common Stock
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(Title of Class of Securities)
69357C107
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(CUSIP Number of Class of Securities)
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2431
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 26, 2005
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(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 Sections 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 Section 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
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CUSIP NO. 69357C107 PAGE 2 OF 10 PAGES
--------------------------- ------------------------------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Parkcentral Global Hub, Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
2,589,793 shares issuable upon conversion of
NUMBER OF SHARES notes and payable as shares of interest under
BENEFICIALLY OWNED the notes (see Item 5)
BY EACH REPORTING
PERSON WITH
--------- ------------------------------------------------
8 SHARED VOTING POWER
0
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
2,589,793 share issuable upon conversion of
notes and payable as shares of interest under
the notes (see Item 5)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,227,638 (including 3,093,669 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*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(see Item 5)
4.9% (see Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP NO. 69357C107 PAGE 3 OF 10 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Petrus Securities, LP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 637,845 (including 503,876 shares issuable upon
BY EACH REPORTING conversion of notes and payable as shares of
PERSON WITH interest under the notes (see Item 5)
--------- ------------------------------------------------
8 SHARED VOTING POWER
0
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
637,845 (including 503,876 shares issuable upon
conversion of notes and payable as shares of
interest under the notes (see Item 5)
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,227,638 (including 3,093,669 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)
4.9% (see Item 5)
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14 TYPE OF REPORTING PERSON*
PN
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ITEM 1 SECURITY AND COMPANY
This statement on Schedule 13D relates to the shares of Common Stock
(the "Shares") of PRG-Schultz International, Inc., a Georgia corporation (the
"Company"), and is being filed pursuant to Rule 13d-1 under the Act. The
principal executive office and mailing address of the Company is 600 Galleria
Parkway, Suite 100, Atlanta, Georgia 30339-5986
ITEM 2 IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Parkcentral Global Hub
Limited, a Bermuda Company and Petrus Securities, LP, a Texas Limited
Partnership (the "Reporting Persons").
(b) The address of the principal business office of each Reporting
Person is 2300 West Plano parkway, Plano, TX 75075.
(c) The principal business of the Reporting Persons is making
investments utilizing various strategies.
(d) During the past five years, neither Reporting Person has been
convicted in a criminal proceeding.
(e) During the past five years, neither Reporting Person was a party to
a civil proceeding of a judicial administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Equity capital of the Reporting Persons was used to acquire the Securities.
Parkcentral Global Hub Limited paid $18,862,782 for its convertible notes.
Petrus paid $3,670,082 for its convertible notes and $690,240 for its Shares.
ITEM 4. PURPOSE OF TRANSACTION.
On October 26, 2005 at the request of the Issuer, an Ad Hoc Committee
of holders of the Convertible Notes (the "Ad Hoc Committee") was organized to
consider strategic alternatives relating to the Issuer. On October 26, 2005
members of the Ad Hoc Committee entered into a confidentiality agreement with
the Issuer. A copy of the confidentiality agreement is attached as an exhibit
hereto and incorporated into this Item 4 by reference. The members of the Ad Hoc
Committee are filing statements on Schedule 13D because they may be deemed to be
part of a "group" within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
The Ad Hoc Committee met with the management of the Issuer on October
26, 2005, and may do so again or otherwise communicate with the management or
Board of Directors of the Issuer. Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Although no Reporting Person has
any specific plan or proposal to acquire or dispose of the
Issuer's securities, consistent with its investment purpose, each Reporting
Person at any time and from time to time may acquire additional securities of
the Issuer or dispose of any or all of its investment in the Issuer depending
upon an ongoing evaluation of the investment in the Issuer's securities, price
and availability of securities of the Issuer, subsequent developments affecting
the Issuer, its business and prospects, general prevailing market and economic
conditions, tax considerations, other investment opportunities, liquidity
requirements of the Reporting Person and/or other investment considerations and
factors deemed relevant. In addition, each of the Reporting Persons may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, seeking board representation,
making proposals to the Issuer concerning changes to the capitalization,
ownership structure or operations of the Issuer, engaging in short selling of or
any hedging or similar transaction with respect to the Common Stock or changing
its intention with respect to any and all matters referred to in Item 4.
Also, consistent with the investment purpose, the Reporting Persons may
engage in communications with one or more shareholders of the Issuer, one or
more officers of the Issuer and/or one or more members of the board of directors
of the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations. The Reporting Persons may
discuss ideas that, if effected may result in any of the following: the
acquisition by persons of additional securities of the Issuer, an extraordinary
corporate transaction involving the Issuer, and/or changes in the board of
directors or management of the Issuer.
Except as set forth above, 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 Issuer or otherwise with respect to the Issuer.
Although the foregoing represents the range of activities presently
contemplated by the Reporting persons with respect to the Issuer, it should be
noted that the possible activities of the Reporting persons are subject to
change at any time. Except to the extent the foregoing may be deemed a plan or
proposal, none of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a) through
(j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Each of the Reporting Persons expressly disclaim beneficial ownership
of securities held by any person or entity other than, to the extent of any
pecuniary interest therein, the various accounts under such Reporting Person's
management and control. The securities reported herein as being beneficially
owned by the Reporting Persons do not include any securities held by other
members of Ad Hoc Committee (including but not limited to accounts or entities
under its control or under common control with such other members) or any other
person or entity other than the various accounts under the Reporting Persons'
management and control.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a),(b) According to the Issuer's most recent Form 10-Q, there were
62,289,889 shares of Common Stock issued and outstanding as of July 31, 2005.
Based on such information, the Reporting Persons report beneficial ownership of
the following shares of Common Stock: (i) 2,589,793 shares of the Common Stock
held by Parkcentral Global Hub, Limited which has the sole power to direct the
vote and dispose of or direct disposition with relation to such shares of Common
Stock; and (ii) 637,845 shares of the Common Stock held by Petrus Securities, LP
which has the sole power to direct the vote and dispose of or direct disposition
with relation to such shares of Common Stock. As Petrus Securities is also an
investor in Parkcentral Global Hub, Limited, owning less than 25%. The Reporting
Persons may be deemed to be members in a group, in which case the group would be
deemed to have beneficial ownership of an aggregate of 3,227,638 shares of the
Common Stock, which is 4.9% of the outstanding Common Stock. The Ad Hoc
Committee may be deemed to be a group.
(c) (d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
None of the Reporting Persons, to the best knowledge of the
Reporting Persons, is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Issuer, including, but not
limited to, the transfer or voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
except as previously disclosed.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Exhibit A Joint Filing Agreement dated November 8, 2005, signed by each of
the Reporting Persons in order to confirm that this statement is being filed on
behalf of each of the Reporting Persons, attached hereto as Exhibit A.
2. Exhibit B Confidentiality Agreement dated October 26, 2005, among the
Reporting Persons and the Company.
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: November 8, 2005
PARKCENTRAL GLOBAL HUB LIMITED
By: /s/ David Radunsky
------------------------------------------
Name: David Radunsky
Title: Chief Operating Officer
Parkcentral Capital Mangement, L.P.
Advisor to Parkcentral Global Hub Limited
PETRUS SECURITIES, LP
By: /s/ David Radunsky
-------------------------------------------
Name: David Radunsky
Title: Chief Operating Officer
EXHIBIT INDEX
1. Exhibit A Joint Filing Agreement dated November 8, 2005, signed by each of
the Reporting Persons in order to confirm that this statement is being filed on
behalf of each of the Reporting Persons, attached hereto as Exhibit A.
2. Exhibit B Confidentiality Agreement dated October 26, 2005, among the
Reporting Persons and the Company.
EXHIBIT A
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 as of November 8, 2005
PARKCENTRAL GLOBAL HUB LIMITED
By: /s/ David Radunsky
------------------------------------------
Name: David Radunsky
Title: Chief Operating Officer
Parkcentral Capital Mangement, L.P.
Advisor to Parkcentral Global Hub Limited
PETRUS SECURITIES, LP
By: /s/ David Radunsky
-------------------------------------------
Name: David Radunsky
Title: Chief Operating Officer