UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Amendment Number One
The Profit Recovery Group International, Inc..
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
743 168 106
(CUSIP Number)
Check the following box if a fee is being paid with this statement |_|.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent of or less of such class.) (See Rule 13-d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
and Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP No. 743 168 106 SCHEDULE 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jane Brock-Wilson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
Number 5 SOLE VOTING POWER
of shares
benefic- 0
ially
owned
by each
reporting
person
with
6 SHARED VOTING POWER
758,810
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
758,810
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
758,810
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.2 %
12 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 743 168 106 SCHEDULE 13G Page 3 of 6 Pages
Item 1(a) Name of Issuer:
The Profit Recovery Group International, Inc.
Item 1(b) Address of Issuer's principal executive offices:
2300 Windy Ridge Parkway, NW
Suite 100, North
Atlanta, Georgia 30339-8426
Item 2(a) Name of person filing:
See Item (1) of the cover pages
Item 2(b) Address of principal business office or, if none, residence:
c/o Berkshire Partners
One Boston Place
Boston, MA 02108
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of class of securities:
Common Stock, No Par Value Per Share
Item 2(e) CUSIP Number:
743 168 106
Item 3 If Statement filed pursuant to Rule 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable
Item 4 Ownership:
(a) Amounts beneficially owned:
See Item (9) of the cover pages
(b) Percent of class:
See Item (11) of the cover pages
<PAGE>
CUSIP No. 743 168 106 SCHEDULE 13G Page 4 of 6 Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: __________
See Item (5) of the cover pages
(ii) shared power to vote or to direct
the vote: __________ See Item (6) of
the cover pages
(iii) sole power to dispose or to direct
the disposition of: __________ See
Item (7) of the cover pages
(iv) shared power to dispose or to direct
the disposition of: __________ See
Item (8) of the cover pages
Item 5 Ownership of 5% or Less of a Class:
As of the date of filing, the reporting person no longer holds
a beneficial interest in the issuer's stock of 5% or more.
Item 6 Ownership of more than 5% on behalf of another person:
Not applicable.
Item 7 Identification and classification of the subsidiary which
acquired the security being reported on by the Parent
Holding Company:
Not applicable.
Item 8 Identification and classification of members of the Group:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
CUSIP No. 743 168 106 SCHEDULE 13G Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 8, 1999 /s/Jane Brock-Wilson
Jane Brock-Wilson
