SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d) (1) OR 13(e) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Subject Company (Issuer))
PRG-SCHULTZ INTERNATIONAL, INC.
(Name of Filing Persons - (Issuer))
4-3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2006
(Title of Class of Securities)
743168 AA4
(CUSIP Number of Class of Securities)
Clinton McKellar, Jr., Esq.
General Counsel and Secretary
PRG-Schultz International, Inc.
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339-5986
(770) 779-3900
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of Filing Person)
COPIES TO:
B. Joseph Alley, Jr., Esq. Michael F. Walsh, Esq.
Arnall Golden Gregory LLP W. Stuart Ogg, Esq.
171 17th Street, N.W. Weil, Gotshal & Manges LLP
Suite 2100 767 Fifth Avenue
Atlanta, Georgia 30363 New York, New York 10153
(404) 873-8500 (212) 310-8000
CALCULATION OF FILING FEE*
====================================== =================================
Transaction Valuation* Amount of Filing Fee*
-------------------------------------- ---------------------------------
$ $
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*Pursuant to General Instruction D of Schedule T-O, no filing fee is required.
[_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)
(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]
(Continued on following pages)
SCHEDULE TO
This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed
by PRG-Schultz International, Inc., a Georgia corporation (the
"Company'),relating to a potential issuer tender offer of the Company to
exchange certain new debt and equity securities of the Company in exchange for
all its outstanding 4-3/4% Convertible Subordinated Notes due 2006. This Tender
Offer Statement on Schedule TO is filed pursuant to the reporting requirements
of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. The
Company has not commenced any offer as of the date of this Schedule T-O.
This communication is for informational purposes only and is not intended
to serve as a solicitation to purchase securities. Any solicitation to purchase
securities will be made only pursuant to an Offering Circular and Letter of
Transmittal, which the Company expects to mail to noteholders and file with the
Securities and Exchange Commission ("Commission") in January 2006. Before
tendering notes, noteholders should read these documents carefully as they will
contain important information. Noteholders will also be able to obtain copies of
these and other documents filed with the Commission in connection with the
tender offer for free at the Commission's website at www.sec.gov and from the
Company.
ITEM 12 EXHIBITS.
99.(a)(5) Press Release of the Company, dated December 27, 2005.
EXHIBIT INDEX
Exhibit Number Description
99.(a)(5) Press Release of the Company, dated December 27, 2005