FORM 3 |
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION |
OMB APPROVAL |
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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 |
OMB
Number: 3235-0104 Filed By |
1. Name and Address of Reporting Person* Benjamin, James L. |
2. Date of Event |
4. Issuer Name and
Ticker or Trading Symbol |
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(Last) (First) (Middle) 600 Galleria Parkway, Suite 100 |
3. I.R.S. Identification
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5. Relationship of
Reporting Person(s) Executive Vice President - US Operations |
6. If Amendment, Date of Original (Month/Day/Year) November 11, 2002 |
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(Street) Atlanta, GA 30339 |
7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
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(City) (State) (Zip) |
Table I Non-Derivative Securities Beneficially Owned |
1. Title of Security |
2. Amount of |
3. Ownership Form: |
4. Nature of Indirect
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Common Stock |
0 |
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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 Instruction 5(b)(v). Persons who 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 |
FORM 3 (continued) |
Table II -
Derivative Securities Beneficially Owned |
1. Title of Derivative
Security |
2. Date Exercisable |
3. Title and Amount
of Securities |
4. Conversion or
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5. Ownership Form |
6. Nature of Indirect
Beneficial Ownership |
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Date |
Expiration |
Title |
Amount or |
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Nonqualified Employee Stock Option (Right to Buy) | 10/30/07 |
Common |
50,000 |
9.84 |
D |
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Explanation of Responses: (1) Option vesting 25% on date of grant; balance of option vesting 25% per year on each of first four anniversaries of October 30, 2002, the date of grant |
By: /s/ Clinton McKellar, Jr. James L. Benjamin, by Clinton McKellar, Jr. **Signature of Reporting Person |
January 15, 2003 Date |
**Intentional misstatements
or omissions of facts constitute Federal Criminal Violations. Note: File three
copies of this Form, one of which must be manually signed. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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CONFIRMING STATEMENT This Statement confirms that the undersigned has authorized and designated the General Counsel or the Chief Financial Officer of The Profit Recovery Group International, Inc. to execute and file on the undersigned's behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned's ownership of or transactions in securities of The Profit Recovery Group International, Inc. The authority of the General Counsel or the Chief Financial Officer of The Profit Recovery Group International, Inc. under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to the undersigned's ownership of or transactions in securities of The Profit Recovery Group International, Inc., unless earlier revoked in writing. The undersigned acknowledges that the General Counsel or the Chief Financial Officer of The Profit Recovery Group International, Inc. is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. Dated as of November 11, 2002 /s/ James L. Benjamin