SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PAREXEL INTERNATIONAL CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
699462107
(CUSIP Number)
Copy to:
The Joseph Eagle 1989 Settlement Joel M. Walker, Esq.
Sir Walter Raleigh House Breslow & Walker, LLP
48/50 Esplanade 767 Third Avenue
St. Helier, Jersey JE1 4HH New York, New York 10017
Telephone 011 441 534 505905 Telephone (212) 832-1930
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
August 19, 1998
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), 13d-1(f)or 13-d-1(g), check the following
space .
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities 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).
(Continued on following page(s))
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S> 1<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
The Joseph Eagle 1989 Settlement
<PAGE>
<C> 2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ] <PAGE>
<C>3<PAGE>
SEC Use Only
C
<PAGE>
4 Source of Funds* OO
<PAGE>
<C> 5 Check Box if Disclosure of Legal Proceedings is Required [ ]
<PAGE>
6 Citizenship or Place of Organization
Jersey, Channel Islands
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
1,582,666 shares
6.4% <PAGE>
8 Shared Voting Power
None
0% <PAGE>
9 Sole Dispositive Power
1,582,666 shares
6.4% <PAGE>
<PAGE>
10<PAGE>
Shared Dispositive Power
None
0% <PAGE>
11<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
1,582,666 shares
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ] <PAGE>
<C>13<PAGE>
Percent of Class Represented by Amount in Row (11)
6.4%
C
<PAGE>
14 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S> 1<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
Terence A. Le Sueur
<PAGE>
<C> 2 Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ] <PAGE>
<C>3<PAGE>
SEC Use Only
<PAGE>
<C> 4 Source of Funds* OO
<PAGE>
<C>5<PAGE>
Check Box if Disclosure of Legal Proceedings is Required [ ]
C
<PAGE>
6 Citizenship or Place of Organization United Kingdom
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
None
0% <PAGE>
8 Shared Voting Power
1,582,666 shares
6.4% <PAGE>
9 Sole Dispositive Power
None
0% <PAGE>
<PAGE>
10<PAGE>
Shared Dispositive Power
1,582,666 shares
6.4%
<PAGE>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,582,666 shares
C
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ]
C
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
6.4%
C
<PAGE>
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S> 1<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
Raleigh Nominees Limited (formerly Contra Nominee Limited)
C
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ] <PAGE>
3 SEC Use Only
C
<PAGE>
4 Source of Funds* OO
C
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
<PAGE>
<C> 6 Citizenship or Place of Organization Jersey, Channel Islands
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
None
0% <PAGE>
8 Shared Voting Power
1,582,666 shares 6.4% <PAGE>
<PAGE>
<C>9<PAGE>
Sole Dispositive Power
None 0% <PAGE>
<PAGE>
<C>10<PAGE>
Shared Dispositive Power
1,582,666 shares
6.4%
<PAGE>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,582,666 shares
<PAGE>
<C>12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares* [ ] <PAGE>
<C>13<PAGE>
Percent of Class Represented by Amount in Row (11)
6.4% <PAGE>
<C>14<PAGE>
Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S> 1<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
LSI Holdings Limited
C
<PAGE>
2 Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ] <PAGE>
<C>3<PAGE>
SEC Use Only
C
<PAGE>
4 Source of Funds* OO
C
<PAGE>
5 Check Box if Disclosure of Legal Proceedings is Required [ ]
C
<PAGE>
6 Citizenship or Place of Organization Jersey, Channel Islands
<PAGE>
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With<PAGE>
7 Sole Voting Power
None 0% <PAGE>
<PAGE>
<C>8<PAGE>
Shared Voting Power
1,582,666 shares 6.4% <PAGE>
<PAGE>
<C>9<PAGE>
Sole Dispositive Power
None 0%
C
<PAGE>
10 Shared Dispositive Power
1,582,666 shares 6.4%
C
<PAGE>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
1,582,666 shares
C
<PAGE>
12 Check Box if the Aggregate Amount in Row (11) excludes
Certain Shares [ ]
C
<PAGE>
13 Percent of Class Represented by Amount in Row (11)
6.4%
C
<PAGE>
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
This Amendment No. 1 (this "Amendment") to the
Schedule 13D, dated March 1, 1998 (the "Schedule"),
pertains to the reporting persons' ownership of certain
securities of PAREXEL International Corporation (the
"Issuer"). All capitalized terms used herein and otherwise
undefined shall have the meanings ascribed to them in the
Schedule.
This Amendment is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended,
by the reporting persons. It refers only to information
which has materially changed since the filing of the
Schedule.
ITEM 2. Identity and Background
1. (a) The Joseph Eagle 1989 Settlement.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
2. (a) Terence Le Sueur.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
3. (a) Raleigh Nominees Limited (formerly Contra
Nominees Limited).
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
4. (a) LSI Holdings Limited.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
5. (a) Edward James Noel.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
6. (a) Richard Ernest Giles Ireson.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
7. (a) James Samuel Colclough.
(b) Address:
Sir Walter Raleigh House
48/50 Esplanade
St. Helier, Jersey JE1 4HH
ITEM 3. Source and Amount of Funds or Other
Consideration.
The Trust received the 192,841 shares of
Common Stock that had been held back by the Issuer
pursuant to the terms of the Acquisition Agreement.
ITEM 5. Interests in Securities of the Issuer.
(c) The following list sets forth the aggregate
number and percentage (based on 24,791,879 shares of
Common Stock outstanding as reported by the Issuer on its
Form 10-Q for the quarter ended September 30, 1998) of
outstanding shares of Common Stock owned beneficially by
each reporting person named in Item 2 as of January 31,
1999:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
The Trust 1,582,666 6.4%
Terence Le Sueur 1,582,666 6.4%
Raleigh Nominees
Limited 1,582,666 6.4%
LSI Holdings Limited 1,582,666 6.4%
Edward Noel 0 0%
Richard Ireson 0 0%
James Colclough 0 0%
(d) The Trust has sole power to vote 1,582,666
shares of Common Stock, and the sole power to dispose of
1,582,666 shares of Common Stock.
By virtue of being a trustee of the Trust,
Terence Le Sueur may be deemed to have shared power to
vote 1,582,666 shares of Common Stock, and shared power
to dispose of 1,582,666 shares of Common Stock.
By virtue of being a trustee of the Trust,
Raleigh Nominees Limited may be deemed to have shared
power to vote 1,582,666 shares of Common Stock, and
shared power to dispose of 1,582,666 shares of Common
Stock.
By virtue of being the sole stockholder of
Raleigh Nominees Limited, LSI Holdings Limited may be
deemed to have shared power to vote 1,582,666 shares of
Common Stock, and shared power to dispose of 1,582,666
shares of Common Stock.
(e) The following is a description of all
transactions in Common Stock by the persons identified in
Item 2 effected since the filing of the Schedule.
Purchase Number of
or Shares Purchase
Name of Sale Purchased or Sale
Shareholder Date or (Sold) Price
The Trust 6/3/98 (14,642) $27.94
6/5/98 (116,100) $27.252
8/14/98 (5,000) $33.00
8/17/98 (2,000) $33.00
8/18/98 (38,500) $32.75
8/18/98 (10,000) $32.8125
8/18/98 (2,500) $32.875
8/18/98 (7,000) $33.00
8/18/98 (25,000) $33.25
8/19/98 (40,000) $33.50
8/25/98 (20,000) $33.50
9/8/98 (40,000) $33.00
12/1/98 (25,000) $26.00
The Trust sold the shares on the NASDAQ
National Market System through a broker.
Signature
After reasonable inquiry and to the best of
his knowledge and belief, the undersigned hereby certifies
that the information set forth in this Amendment is true,
complete, and correct.
Date: February 1, 1999
/s/ Terence Le Sueur
Terence Le Sueur, individually, as Trustee
on behalf of the Trust, and as director of
Raleigh Nominees Limited and LSI Holdings
Limited.
ATTENTION: INTENTIONAL MISSTATEMENTS OR
OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
