Edgar Filing: PRG SCHULTZ INTERNATIONAL INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Parkcentral Capital Management, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2006

3. Issuer Name and Ticker or Trading Symbol
PRG SCHULTZ INTERNATIONAL INC [PRGX]

(Last)

(First)

(Middle)

2300 WEST PLANO PARKWAY

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

PLANO,Â TXÂ 75075

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
10.0% Senior Convertible Notes Due 2011 ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â ⁽⁴⁾⁽⁵⁾	Â ⁽⁴⁾⁽⁵⁾	Common Stock	17,682,461	$ ⁽⁴⁾ ⁽⁵⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁶⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾
9% Senior Series A Convertible Participating Preferred Stock ⁽¹⁾ ⁽²⁾ ⁽³⁾	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	10,115,824	$ ⁽⁷⁾	I ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁸⁾	See Footnote ⁽¹⁾ ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Parkcentral Capital Management, L.P. 2300 WEST PLANO PARKWAY PLANO,Â TXÂ 75075	Â	Â X	Â	Â
BLASNIK STEVE 2300 WEST PLANO PARKWAY PLANO,Â TXÂ 75075	Â	Â X	Â	Â
PETRUS SECURITIES LP 2300 WEST PLANO PARKWAY PLANO,Â TXÂ 75075	Â	Â X	Â	Â

Signatures

By: Parkcentral Capital Management, L.P. Its: Investment Adviser, By: David Radunsky Name: David Radunsky Title: Chief Operating Officer		04/12/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This statement is filed on behalf of Parkcentral Global Hub Limited, a Bermuda limited liability exempted mutual fund company ("Parkcentral Global"), Parkcentral Capital Management, L.P., a Texas limited partnership ("Parkcentral Capital"), Steven Blasnik, Petrus Securities, L.P., a Texas limited partnership ("Petrus"), and Hill Air Company I, LLC, a Delaware limited liability company ("Hill Air") (collectively, the "Reporting Persons"). Parkcentral Capital, a registered investment adviser, acts as an investment adviser to various entities, including Parkcentral Global. Pursuant to an investment advisory agreement between Parkcentral Capital and Parkcentral Global, Parkcentral Capital has voting and investment (including dispositive) power with respect to the shares of Common Stock owned by Parkcentral Global.
(2)	Steven Blasnik is the President of Parkcentral Capital. Because of the relationships described herein, each of Parkcentral Capital and Steven Blasnik may be deemed to be an indirect beneficial owner of shares of Common Stock beneficially owned by Parkcentral Global. Each of Parkcentral Capital and Steven Blasnik expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by Parkcentral Global, except to the extent of the pecuniary interest of such person in such shares. Hill Air is denominated as a general partner of Petrus and has voting and investment (including dispositive) power with respect to the shares of Common Stock owned by Petrus pursuant to the partnership agreement of Petrus.
(3)	Steven Blasnik is the President of Hill Air. Because of the relationships described herein, each of Hill Air and Steven Blasnik may be deemed to be an indirect beneficial owner of shares of Common Stock beneficially owned by Petrus. Each of Hill Air and Steven Blasnik expressly disclaims beneficial ownership of the shares of Common Stock beneficially owned by Petrus, except to the extent of the pecuniary interest of such person in such shares. The filing of this statement shall not be deemed an admission that any Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any equity securities covered by this statement.
(4)	The Issuer's 10.0% Senior Convertible Notes Due 2011 ("Senior Convertible Notes") are convertible, at the option of the holder prior to maturity, from and after the earlier of (a) August 15, 2006 and (b) the first date on which both (i) the registration statement contemplated by the Senior Convertible Notes has been declared effective and (ii) the shareholders of the Issuer have approved an increase in the aggregate authorized shares of the Common Stock in an amount of at least 140 million shares (subject to adjustment for any stock split, dividend, reclassification or other change in the number of outstanding shares of the Common Stock) (the "Common Stock Conversion Date").
(5)	Provided, however, that, (A) in the event that the Common Stock Conversion Date has not occurred by August 15, 2006, the Senior Convertible Notes shall only be convertible into shares of the Series B Preferred Stock and each holder of Senior Convertible Notes may convert any outstanding Senior Convertible Notes of such holder, or portions thereof, into shares of Series B Preferred Stock at a conversion rate of 2.083 shares of Series B Preferred Stock per $1,000 principal amount of Senior Convertible Notes and (B) from and after the Common Stock Conversion Date, the Senior Convertible Notes shall be convertible only into shares of Common Stock at an initial conversion price of $0.65 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Senior Convertible Notes.
(6)	Includes (a) 14,802,461 shares of Common Stock that (i) may be acquired by Parkcentral Global within 60 days of the date hereof upon conversion of Senior Convertible Notes, subject to the conditions described in footnotes (4 and 5) herein, and (ii) may be deemed to be beneficially owned directly by Parkcentral Global and (b) 2,880,000 shares of Common Stock that (i) may be acquired by Petrus within 60 days of the date hereof upon conversion of Senior Convertible Notes, subject to the conditions described in footnotes (4 and 5) herein, and (ii) may be deemed to be beneficially owned directly by Petrus.
(7)	The Issuer's 9.0% Senior Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") is convertible at the option of the holder at any time into a number of shares of Common Stock calculated by dividing the then-effective liquidation preference of each share of Series A Preferred Stock by the then-effective conversion price of the Series A Preferred Stock. The initial liquidation preference of the Series A Preferred Stock is $120.00 per share, subject to accretion as described in the Articles of Incorporation of the Issuer. The initial conversion price of the Series A Preferred Stock is $0.28405 per share of Common Stock, subject to the anti-dilution and other adjustments described in the Articles of Incorporation of the Issuer.
(8)	Includes (a) 8,468,227 shares of Common Stock that (i) may be acquired by Parkcentral Global within 60 days of the date hereof upon conversion of Series A Preferred Stock and (ii) may be deemed to be beneficially owned directly by Parkcentral Global and (b) 1,647,597 shares of Common Stock that (i) may be acquired by Petrus within 60 days of the date hereof upon conversion of Series A Preferred Stock and (ii) may be deemed to be beneficially owned directly by Petrus.
Â Remarks: IndexÂ ofÂ Exhibits:Â ExhibitÂ 24Â -Â JointÂ FilingÂ AgreementÂ andÂ PowerÂ ofÂ Attorney;Â ExhibitÂ 99.1Â -Â JointÂ FilerÂ Information

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