SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
The Profit Recovery Group International, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form Schedule or Registration Statement No.:
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4. Date Filed:
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THE PROFIT RECOVERY GROUP INTERNATIONAL, INC.
2300 Windy Ridge Parkway
Suite 100 North
Atlanta, GA 30339-8426
May 17, 2001
Dear Fellow Shareholder:
The Annual Meeting of Shareholders of The Profit Recovery Group International,
Inc. will be held on May 25, 2001. Your Board of Directors unanimously
recommends that you vote AGAINST the Shareholder Proposal (Proposal 2).
Your vote is important, no matter how many or how few shares you may own. Please
help your company avoid the expense of further solicitation by signing, dating
and returning the enclosed proxy card today.
Thank you for your cooperation.
Very truly yours,
/s/ John M. Cook
John M. Cook
Chairman of the Board
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 (fax)
(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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