SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2001
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Commission File Number 000-28000
Georgia 58-2213805
(State or other jurisdiction of (IRS Employer Identification
incorporation) No.)
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, Georgia 30339-8426
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (770) 779-3900
(Former name or former address, if changed since last report)
N/A
ITEM 9. Regulation FD Disclosure.
The Profit Recovery Group International, Inc. ("PRG") is hereby furnishing
unaudited pro forma combined financial data, giving effect to the completion of
the proposed acquisitions of Howard Schultz & Associates International, Inc.
("HSA-Texas") and certain of its affiliates, and certain other financial data of
HSA-Texas as of and for the nine months ended September 30, 2001. Such unaudited
financial data should be read in conjunction with PRG's audited financial
statements and the notes thereto filed with the Securities and Exchange
Commission ("SEC") on Form 10-K for the year ended December 31, 2000 and
quarterly financial statements filed with the SEC on Form 10-Q for the quarter
ended September 30, 2001 and the audited financial statements of HSA-Texas
contained in PRG's Preliminary Proxy Statement filed with the SEC on November 9,
2001. A copy of such financial data is filed as Exhibit 99 to this Current
Report on Form 8-K and incorporated herein by reference.
The unaudited pro forma combined financial data is not necessarily
indicative of the results that actually would have occurred if the proposed
acquisitions had been completed as of the dates presented, and is not intended
to be a projection of future results. The statements contained in this report
that are not historical facts are "forward-looking statements" that involve
risks and uncertainties. All such statements are subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. Accordingly,
readers are cautioned not to place undue reliance on these forward-looking
statements. Such risks and uncertainties include the possibilities that (i) PRG
may not be able to successfully complete the proposed acquisition of HSA-Texas
or successfully integrate such firm and achieve the substantial planned
post-acquisition synergy cost savings even if the acquisition is completed, (ii)
PRG may not achieve anticipated expense savings, and (iii) PRG may not be able
to obtain lender or shareholder approval for the proposed acquisitions. If the
acquisition of HSA-Texas is not completed, PRG will incur a substantial charge
to operations for cumulative out-of-pocket business combination costs incurred
and may be required to pay HSA-Texas transaction expenses and/or a breakup fee.
For further information on other risk factors, please refer to "Special
Considerations" contained in PRG's Preliminary Proxy Statement on Schedule 14A
filed with the SEC on November 9, 2001.
In addition, as of the date hereof, PRG reiterates the outlook provided in
its third quarter earnings press release issued October 31, 2001.
ITEM 7. Financial Statements And Exhibits.
(a) Exhibits.
Exhibit
Number Description
------- -----------
99 Certain unaudited pro forma combined financial data of PRG and
financial data of HSA-Texas as of and for the nine months ended
September 30, 2001.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE PROFIT RECOVERY GROUP
INTERNATIONAL, INC.
Date: November 16, 2001 By: /s/ Clinton McKellar, Jr..
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Clinton McKellar, Jr., Senior Vice
President, General Counsel and
Secretary
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