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. 2)*
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 Nork, 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)
December 3, 1999
(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
<C>
<PAGE>
2
<PAGE>
Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
<PAGE>
3
<PAGE>
SEC Use Only
<C>
<PAGE>
4
<PAGE>
Source of Funds* OO
<C>
<PAGE>
5
<PAGE>
Check Box if Disclosure of Legal Proceedings is Required [ ]
<C>
<PAGE>
6
<PAGE>
Citizenship or Place of Organization Jersey, Channel Islands
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
<C>7
<PAGE>
Sole Voting Power
1,295,166 shares 5.1%
<C>8
<PAGE>
Shared Voting Power
None 0%
<C>9
<PAGE>
Sole Dispositive Power
1,295,166 shares 5.1%
<C>10
<PAGE>
Shared Dispositive Power
None 0%
<C>11
<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
1,295,166 shares
<C>
<PAGE>
12
<PAGE>
Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
[ ] <C>
<PAGE>
13
<PAGE>
Percent of Class Represented by Amount in Row (11)
5.1%
<C>
<PAGE>
14
<PAGE>
Type of Reporting Person*
OO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S>
1
<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
Edward James Noel
<C>
<PAGE>
2
<PAGE>
Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
<PAGE>
3
<PAGE>
SEC Use Only
<C>
<PAGE>
4
<PAGE>
Source of Funds* OO
<C>
<PAGE>
5
<PAGE>
Check Box if Disclosure of Legal Proceedings is Required [ ]
<C>
<PAGE>
6
<PAGE>
Citizenship or Place of Organization United Kingdom
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
<C>7
<PAGE>
Sole Voting Power
None 0%
<C>8
<PAGE>
Shared Voting Power
1,295,166 shares 5.1%
<C>9
<PAGE>
Sole Dispositive Power
None 0%
<C>
<PAGE>
10
<PAGE>
Shared Dispositive Power
1,295,166 shares 5.1%
<C>11
<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
1,295,166 shares
<C>
<PAGE>
12
<PAGE>
Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[ ]
<C>13
<PAGE>
Percent of Class Represented by Amount in Row (11)
5.1%
<C>
<PAGE>
14
<PAGE>
Type of Reporting Person*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<TABLE>
<PAGE>
CUSIP
No. 699462107 13D
<S> 1
<PAGE>
Name of Reporting Person
I.R.S. Identification No. of Above Person
Raleigh Nominees Limited
<C>
<PAGE>
2
<PAGE>
Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
<C>3
<PAGE>
SEC Use Only
<C>
<PAGE>
4
<PAGE>
Source of Funds* OO
<C>
<PAGE>
5
<PAGE>
Check Box if Disclosure of Legal Proceedings is Required [ ]
<C>
<PAGE>
6
<PAGE>
Citizenship or Place of Organization Jersey, Channel Islands
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
<C>7
<PAGE>
Sole Voting Power
None 0%
<C>
<PAGE>
8
<PAGE>
Shared Voting Power
1,295,166 shares 5.1%
<C>
<PAGE>
9
<PAGE>
Sole Dispositive Power
None 0%
<C>
<PAGE>
10
<PAGE>
Shared Dispositive Power
1,295,166 shares 5.1%
<C>
<PAGE>
11
<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
1,295,166 shares
<PAGE>
<C>12
<PAGE>
Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[ ] <C>
<PAGE>
13
<PAGE>
Percent of Class Represented by Amount in Row (11)
5.1%
<C>
<PAGE>
14
<PAGE>
Type of Reporting Person*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<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
<PAGE>
Check the Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ ]
<C> 3
<PAGE>
SEC Use Only
<C>
<PAGE>
4
<PAGE>
Source of Funds* OO
<C>
<PAGE>
5
<PAGE>
Check Box if Disclosure of Legal Proceedings is Required [ ]
<C>
<PAGE>
6
<PAGE>
Citizenship or Place of Organization Jersey, Channel Islands
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
<C>7
<PAGE>
Sole Voting Power
None 0%
<C>
<PAGE>
8
<PAGE>
Shared Voting Power
1,295,166 shares 5.1%
<C>
<PAGE>
9
<PAGE>
Sole Dispositive Power
None 0%
<C>
<PAGE>
10
<PAGE>
Shared Dispositive Power
1,295,166 shares 5.1%
<C>
<PAGE>
11
<PAGE>
Aggregate Amount Beneficially Owned By Each Reporting Person
1,295,166 shares
<C>12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares
[ ]
<C>
<PAGE>
13
<PAGE>
Percent of Class Represented by Amount in Row (11)
5.1%
<C>
<PAGE>
14
<PAGE>
Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
This Amendment No. 2 (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 Amendment No. 1 to the Schedule.
ITEM 2. Identity and Background
On July 28, 1999, Terence Le Sueur resigned as trustee of
the Trust, and Edward James Noel replaced him as trustee.
Terence Le Sueur is still an officer and a director of Raleigh
Nominees Limited (formerly Contra Nominee Limited), and an
officer, director, and shareholder of LSI Holdings Limited.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number
and percentage (based on 25,265,109 shares of Common Stock
outstanding as reported by the Issuer on its Form 10-Q for the
quarter ended September 30, 1999) of outstanding shares of
Common Stock owned beneficially by each reporting person named
in Item 2 as of January 12, 2000:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
The Trust 1,295,166 5.1%
Edward Noel 1,295,166 5.1%
Raleigh Nominees Limited 1,295,166 5.1%
LSI Holdings Limited 1,295,166 5.1%
Terence Le Sueur 0 0%
Richard Ireson 0 0%
James Colclough 0 0%
(b) The Trust has sole power to vote 1,295,166
shares of Common Stock, and the sole power to dispose of
1,295,166 shares of Common Stock.
By virtue of being a trustee of the Trust,
Edward Noel may be deemed to have shared power to vote
1,295,166 shares of Common Stock, and shared power to
dispose of 1,295,166 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 1,295,166 shares of Common Stock, and
shared power to dispose of 1,295,166 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 1,295,166 shares of
Common Stock, and shared power to dispose of 1,295,166
shares of Common Stock.
(c) The following is a description of all
transactions in Common Stock by the persons identified in
Item 2 effected since the filing of Amendment No. 1 to the
Schedule.
<TABLE>
<CAPTION>
<S>
<C> Purchase or <C>Number of Shares <C> Purchase or
<C>Name of Shareholder Sale Date Purchased or (Sold) Sale Price
The Trust 8/26/99 (5,000) $10.75
8/26/99 (5,000) $10.6875
8/26/99 (5,500) $10.625
8/26/99 (4,500) $10.5625
8/27/99 (39,000) $10.00
8/27/99 (11,000) $10.0625
8/30/99 (37,500) $10.00
8/30/99 (17,500) $10.0625
8/31/99 (2,500) $10.00
9/1/99 (7,500) $10.00
9/2/99 (2,500) $10.00
10/29/99 (10,000) $9.50
11/1/99 (200) $9.69
11/1/99 (5,000) $9.565
11/2/99 (4,800) $9.69
11/3/99 (5,000) $9.69
11/4/99 (5,000) $9.8775
11/5/99 (5,000) $9.94
11/8/99 (5,000) $10.065
11/15/99 (5,000) $9.94
11/16/99 (5,000) $10.19
11/18/99 (5,000) $10.44
11/19/99 (12,000) $10.789
11/22/99 (5,000) $10.945
11/23/99 (3,000) $11.44
11/24/99 (9,600) $11.9348
12/1/99 (5,600) $11.8842
12/2/99 (9,800) $12.0956
12/3/99 (20,000) $12.1225
12/6/99 (20,000) $12.0494
12/7/99 (10,000) $12.065
</TABLE>
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: January 12, 2000
/s/ Edward James Noel
Edward James Noel, 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).
