SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted by
[X] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
ss.240.14a-12
PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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PRG-SCHULTZ INTERNATIONAL, INC.
2300 WINDY RIDGE PARKWAY
SUITE 100 NORTH
ATLANTA, GA 30339-8426
April 29, 2002
Dear Fellow Shareholder:
The Annual Meeting of Shareholders of PRG-Schultz International, Inc. will be
held on May 15, 2002. According to our latest records, we have not yet received
your proxy. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSALS 1, 2, 4 AND 5, AND AGAINST PROPOSAL 3.
As you may remember, at the 2001 Annual Meeting, shareholders approved a
proposal that the Company redeem the Shareholder Rights Plan, because it
contains a "continuing director" provision. PLEASE NOTE THAT, UPON SHAREHOLDER
APPROVAL OF PROPOSAL 2, THE "CONTINUING DIRECTOR" PROVISION OF THE COMPANY'S
RIGHTS PLAN WILL BE IMMEDIATELY REMOVED.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU MAY OWN. Please
vote today by signing, dating and returning the enclosed proxy card.
Thank you for your cooperation.
Very truly yours,
John M. Cook
President
and Chief Executive Officer
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| IMPORTANT NOTE: TO ENSURE THAT YOUR VOTE IS RECEIVED |
| BEFORE THE MEETING, YOU MAY RETURN YOUR PROXY BY FAX TO: |
| 212-750-5799 |
| (PLEASE FAX BOTH SIDES OF THE PROXY CARD.) |
| |
| If you have any questions, or need assistance in voting |
| your shares, please call our proxy solicitor, |
| |
| INNISFREE M&A INCORPORATED |
| TOLL-FREE, AT 1-888-750-5834. |
| |
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