SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1)
PRG-Schultz International, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
69357C503
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(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2009
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(Date of Event which Requires
Filing of This Statement)
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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) 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)
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CUSIP NO. 69357C503 SCHEDULE 13D/A PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,311,669
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,311,669
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,311,669
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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)
9.98%
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14 TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 69357C503 SCHEDULE 13D/A PAGE 3 OF 4 PAGES
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Item 1. Security and Issuer.
The Schedule 13D filed on August 10,2009 (the "Schedule 13D") by JANA
Partners LLC, a Delaware limited liability company (the "Reporting Person"),
relating to the shares ("Shares") of common stock, no par value, of PRG-Schultz
International, Inc., a Georgia corporation (the "Issuer"), is hereby amended as
set forth below by this Amendment No. 1 to the Schedule 13D.
Item 2. Identity and Background.
Paragraph (a) of Item 2 is hereby amended and restated in the entirety as
follows:
(a) This statement is filed by JANA Partners LLC, a Delaware limited
liability company (the "Reporting Person"). The Reporting Person is a private
money management firm which holds the Shares of the Issuer in various entities
and accounts under its management and control, including, but not limited to,
105,278 Shares (the "SP13 Shares") held in Segregated Portfolio 13 ("SP13"), a
managed account for which the Reporting Person serves as investment manager. The
principals of the Reporting Person are Barry Rosenstein and Gary Claar (the
"Principals").
Item 5. Interest in Securities of the Company.
Paragraphs (a) through (c) of Item 5 are hereby amended and restated in the
entirety as follows:
(a) The aggregate percentage of Shares reported to be beneficially owned
by the Reporting Person is based upon 23,163,595 Shares outstanding, which is
the total number of Shares outstanding as of July 31, 2009 as reported in the
Issuer's Quarterly Report on Form 10-Q filed on August 10, 2009 for the period
ended June 30, 2009.
As of the close of business on October 1, 2009, the Reporting Person may
be deemed to beneficially own 2,311,669 Shares constituting approximately 9.98%
of the Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers over the
2,311,669 Shares, which powers are exercised by the Principals. Notwithstanding
the foregoing, pursuant to a Subadvisory Agreement with SP13, in certain
circumstances such managed account party has the right to override the voting
decisions made by the Reporting Person with respect to securities held in SP13,
including the SP13 Shares, and has the right to terminate its Subadvisory
Agreement with the Reporting Person.
(c) No transactions in the Shares have been effected by the Reporting
Person during the past sixty days.
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CUSIP NO. 69357C503 SCHEDULE 13D/A PAGE 4 OF 4 PAGES
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 2, 2009
JANA PARTNERS LLC
BY: /s/ Jennifer Fanjiang
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Name: Jennifer Fanjiang
Title: Deputy General Counsel