SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 1)*
PRG-Schultz International, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
69357C503
(CUSIP Number)
December 31, 2009
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 5 Pages)
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*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
CUSIP No. 69357C503 13G/A Page 2 of 5 Pages
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(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
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) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF (5) SOLE VOTING POWER
1,669,371
SHARES --------------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
0
OWNED BY --------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
1,669,371
REPORTING --------------------------------------------------------------
PERSON WITH (8) SHARED DISPOSITIVE POWER
0
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,669,371
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(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
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(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
7.2%
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(12) TYPE OF REPORTING PERSON **
IA
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** SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 69357C503 13G/A Page 3 of 5 Pages
Item 1(a). Name of Issuer:
PRG-Schultz International, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices:
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339
Item 2 (a). Name of Person Filing:
JANA Partners LLC
Item 2 (b). Address of Principal Business Office or, if None, Residence:
767 Fifth Avenue, 8th Floor
New York, NY 10153
Item 2 (c). Citizenship:
This Statement is filed by JANA Partners LLC, a Delaware limited
liability company. JANA Partners LLC is a private money
management firm which holds the Common Stock of the Issuer in
various entities and accounts under its management and control,
including but not limited to, Segregated Portfolio 13 ("SP13"), a
managed account for which JANA Partners LLC serves as investment
manager. Pursuant to a Subadvisory Agreement with SP13, in
certain circumstances SP13 has the right to override the voting
decisions made by JANA Partners LLC with respect to securities
held in SP13, including 82,628 shares of Common Stock, and has
the right to terminate its Subadvisory Agreement with JANA
Partners LLC. The principals of JANA Partners LLC, Barry
Rosenstein and Gary Claar, are U.S. citizens.
Item 2 (d). Title of Class of Securities:
Common Stock, no par value
Item 2 (e). CUSIP No:
69357C503
Item 3. If this statement is filed pursuant to Sec. 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the
Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [X] Investment Adviser in accordance with Rule
13d-1(b)(1)(ii)(E),
CUSIP No. 69357C503 13G/A Page 4 of 5 Pages
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance
with Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned: 1,669,371
(b) Percent of Class: 7.2%
(c) Number of shares as to which JANA Partners LLC has:
(i) Sole power to vote or to direct the vote: 1,669,371
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition: 1,669,371
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
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 Reported on 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.
CUSIP No. 69357C503 13G/A Page 5 of 5 Pages
Item 10. Certification.
The Reporting Person hereby makes the following certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not being
held for the purpose of or with the effect of changing or influencing the
control of the issuer of such securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
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: February 16, 2010
JANA PARTNERS LLC
By: /s/ Jennifer Fanjiang
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Jennifer Fanjiang
Deputy General Counsel