SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
The Profit Recovery Group International, Inc.
(Name of Issuer)
Common Stock, no par value per share
(Title and Class of Securities)
743 168 106
(CUSIP Number)
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CUSIP NO. 743 168 106
(l) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons
John M. Cook
(2) Check the Appropriate Box if a Member of a Group
(a) ___.
(b) ___.
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
Number of (5) Sole Voting Power - 4,602,790(1)
Shares Beneficially (6) Shared Voting Power - 371,041(2)
Owned by Each (7) Sole Dispositive Power - 4,602,790(1)
Reporting Person With (8) Shared Dispositive Power - 371,041(2)
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
4,973,831 shares(1)(2)
(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares
___X___.
(11) Percent of Class Represented by Amount in Row 9
10.0 percent(1)(2)
(12) Type of Reporting Person
IN
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CUSIP NO. 743 168 106
(1) Includes 2,315,227 shares of Common Stock owned directly and 1,698,388
shares held by the Cook Family Limited Partnership, of which Mr. Cook is
the General Partner. Includes 300,000 shares held by the John and Lucy Cook
1999 Charitable Remainder Unitrust, of which Mr. Cook is the trustee.
Excludes 1,229,087 shares held by the John M. Cook Grantor Retained Annuity
Trust, of which Mr. Cook is the sole beneficiary. Also includes 289,175
shares subject to options that are currently exercisable or exercisable
within 60 days. Reflects a three-for-two stock split effected in the form
of a stock dividend, payable on August 17, 1999 to shareholders of record
as of August 2, 1999.
(2) Includes 146,041 shares held by Mr. Cook's spouse. Includes 225,000 shares
held by the Cook Family 1999 Grantor Retained Annuity Trust, of which Mr.
Cook is the trustee. Excludes 1,229,087 shares held by the M. Lucy Cook
Grantor Retained Annuity Trust, of which the spouse of Mr. Cook is the sole
beneficiary. Reflects a three-for-two stock split effected in the form of a
stock dividend, payable on August 17, 1999 to shareholders of record as of
August 2, 1999.
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CUSIP NO. 743 168 106
Item l(a). Name of Issuer:
The Profit Recovery Group International, Inc.
Item l(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 (l) of the cover page
Item 2(b). Address of Principal Business Office:
2300 Windy Ridge Parkway, NW
Suite 100, North
Atlanta, Georgia 30339-8426
Item 2(c). Citizenship:
See item (4) of cover page
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. Nature of Person Filing:
Not applicable
Item 4. Ownership:
(a) Amount Beneficially Owned:
See item (9) of cover page
(b) Percent of Class:
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CUSIP NO. 743 168 106
See item (11) of cover page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See item (5) of cover page
(ii) shared power to vote or to direct the vote:
See item (6) of cover page
(iii) sole power to dispose or to direct the disposition of:
See item (7) of cover page
(iv) shared power to dispose or to direct the disposition of:
See item (8) of cover page
Item 5. Ownership of Five Percent or Less of Class:
[ ]
Item 6. Ownership of More than Five Percent 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:
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CUSIP NO. 743 168 106
Not applicable
Item 10. Certification:
Not applicable
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CUSIP NO. 743 168 106
Signature.
After reasonable inquiry the undersigned certifies that to the best of his
knowledge and belief the information set forth in this statement is true,
complete and correct.
/s/ John M. Cook February 10, 2000
John M. Cook Date
