Filer: Howard Schultz & Associates International, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Howard Schultz & Associates International, Inc.
Commission File No. 000-28000
NEWS RELEASE
FOR IMMEDIATE RELEASE
PROFIT RECOVERY GROUP ANNOUNCES EARLY TERMINATION OF
HART-SCOTT-RODINO WAITING PERIOD REGARDING PLANNED
COMBINATION WITH HOWARD SCHULTZ AND ASSOCIATES
ATLANTA, August 14, 2001 - The Profit Recovery Group International, Inc.
announced today that the U.S. Federal Trade Commission and the U.S. Justice
Department have granted an early termination of the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act with respect to PRG's
planned acquisition of Howard Schultz & Associates International, Inc. (HS&A).
PRG and HS&A previously announced on July 26, 2001 that their respective
boards of directors had unanimously approved a letter of intent under which PRG
would acquire the privately-held HS&A companies in an all-stock transaction.
The combination is subject to approval of both companies' shareholders,
approval from PRG's bank syndicate including modifications of certain aspects of
PRG's credit agreement, and remaining customary regulatory approvals. The
transaction is expected to close in the fourth quarter of 2001.
Further details with respect to the proposed combination are available in
the Company's press release dated July 26, 2001.
About Howard Schultz & Associates International
Founded in 1970, Dallas-based Howard Schultz & Associates International,
Inc. (HS&A) is one of the world's leading providers of accounts payable recovery
audit services to retailers, distributors, wholesalers, and other
transaction-intensive companies. HS&A, which derives its revenue strictly from a
percentage of the money it recovers for its clients, has recovered more than $6
billion in overpayments since its inception. Serving the retail industry for
over 30 years, HS&A has more than 1,000 audit associates working in most major
U.S. cities and major international markets. The company's Web site address is
www.hsanet.com.
About The Profit Recovery Group International, Inc.
Headquartered in Atlanta, Ga., The Profit Recovery Group International,
Inc. (PRG) is one of the world's leading providers of recovery audit services.
PRG's continuing operations employ approximately 2,500 employees in 34 countries
providing more than 2,500 clients with insightful value to optimize and expertly
manage their business transactions. PRG's clients represent a variety of
industries including retailing, wholesale distribution, manufacturing,
government, high-tech and healthcare organizations. PRG was founded in 1990 and
became a publicly-traded company in 1996. Shares of PRG are traded on the NASDAQ
National Market under the symbol PRGX. For additional information visit our web
site at www.prgx.com.
Forward Looking Statements
Statements made in this news release which look forward in time, including
without limitation statements regarding the expected timeframe for closing the
Schultz transaction, involve risks and uncertainties and are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such risks and uncertainties include the possibilities that (i) our
announced divestitures require a longer time to accomplish than we anticipate,
(ii) we may be unable to obtain lender approval of the Schultz transaction if
the divestitures are not consummated at all, or if, upon disposal, we do not
receive the prices we anticipate for such businesses or for Groupe Alma, if the
decision is made to sell it, (iii) regardless of whether the divestitures are
completed as anticipated, we may be unable to obtain lender, shareholder or
remaining regulatory approvals of the proposed transaction when anticipated, if
at all, and (iv) even if lender consent is obtained, if we require additional
non-bank funding to complete the transaction, such funding may not be available
on acceptable terms, if at all. In addition, the Company may not be successful
in completing the planned acquisition of HS&A and, as a result, would incur a
substantial and immediate charge to operations for cumulative out-of-pocket
business combination costs incurred and may also incur certain other substantial
costs. The Company disclaims any obligation or duty to update or modify these
forward-looking statements.
Additional Information
PRG and HS&A will file a joint proxy statement/prospectus and other
relevant documents concerning the proposed acquisition with the SEC. Investors
of PRG and HS&A are urged to read the joint proxy statement/prospectus when it
becomes available and any other relevant documents filed with the SEC because
they will contain important information. You will be able to obtain the
documents free of charge at the website maintained by the SEC at www.sec.gov. In
addition, you may obtain documents filed with the SEC by PRG free of charge by
requesting them in writing from Leslie H. Kratcoski, Director, Investor
Relations, PRG International, Inc., 2300 Windy Ridge Parkway, Suite 100N,
Atlanta, GA 30339, or by telephone at 770-779-3900.
PRG and HS&A, and their respective directors and executive officers, and
certain of their employees, may be deemed to be participants in the solicitation
of proxies from the stockholders of PRG and HS&A in connection with the
acquisition. These participants may have interests in the acquisition, including
interests resulting from holding options or shares of PRG and HS&A common stock.
Information about the interests of directors and executive officers of PRG and
HS&A and their ownership of securities of PRG and HS&A will be set forth in the
joint proxy statement/prospectus. Investors should read the joint proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions.
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Contacts:
Investor Contact: Media & Client Contacts:
Leslie H. Kratcoski Michelle B. Duncan
Investor Relations Corporate Communications
(770) 779-3099 (770) 779-3295