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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-31863
PERSONNEL GROUP OF AMERICA, INC.
SUPPLEMENT NO. 1
DATED DECEMBER 10, 1997
TO
PROSPECTUS
DATED OCTOBER 20, 1997
This Supplement is part of and should be read in conjunction with the
Prospectus of Personnel Group of America, Inc., a Delaware corporation, dated
October 20, 1997. Capitalized terms used but not defined in this Supplement have
the meanings given to them in the Prospectus. The information presented herein
either supercedes or adds to similar information included in the Prospectus.
The information contained under the caption "Selling Securityholders"
appearing on page 24 of the Prospectus is hereby supplemented to include the
following information:
SELLING SECURITYHOLDERS
The Notes were originally issued by the Company to and sold by the Initial
Purchasers in a transaction exempt from the registration requirements of the
Securities Act to persons reasonably believed by such Initial Purchasers to be
"qualified institutional buyers" (as defined in Rule 144A under the Securities
Act), other institutional "accredited investors" (as defined in Rule
501(a)(1),(2),(3) or (7) under the Securities Act) or in transactions complying
with the provisions of Regulations S under the Securities Act. The Selling
Securityholders (which term includes their transferees, pledgees, donees or
successors) may from time to time offer and sell pursuant to this Prospectus any
or all of the Notes and Shares.
Set forth below are the names of each Selling Securityholder, the nature
of any position, office, or other material relationship that the Selling
Securityholder has had within the past three years with the Company or any of
its predecessors or affiliates, the principal amount of Notes that may be
offered and sold by such Selling Securityholder pursuant to this Supplement and
the Prospectus and (if one percent or more) the percentage of such Notes owned
as of the time information was provided by such Selling Securityholder, and the
number of Shares that may be offered and sold by such Selling Securityholder
pursuant to this Supplement and the Prospectus and (if one percent or more) the
percentage of Common Stock represented by the Shares owned by each Selling
Securityholder after conversion of the Notes.
Any or all of the Notes or Shares of Common Stock listed below may be
offered for sale pursuant to this Supplement and the Prospectus by the Selling
Securityholders from time to time. Accordingly, no estimate can be given as to
the amount of the Notes or Shares that will be held by the Selling
Securityholders upon consummation of any such sales. In addition, the Selling
Securityholders identified below may have sold, transferred or otherwise
disposed of all or a portion of their Notes since the date on which the
information regarding their Notes was provided, in transactions exempt from the
registration requirements of the Securities Act.
<TABLE>
<CAPTION>
Number of
Shares into Percentage of
Principal Percentage Which the Common Stock
Amount of Notes Notes Are After Conversion of
Name of Notes Outstanding Convertible the Notes
---- --------- ----------- ------------ -------------------
<S> <C> <C> <C> <C>
United National Life Insurance........................ 25,000 * 701 *
Lincoln National Convertible Securities Fund.......... 480,000 * 13,473 *
Weirton Trust......................................... 155,000 * 4,350 *
Walker Art Center..................................... 60,000 * 1,684 *
Smith Barney Inc. .................................... 3,540,000 3.01 99,368 *
Provident Life and Accident Insurance Company......... 1,250 * 35 *
Stark International................................... 1,500,000 1.30 42,105 *
Sheperd Investments International, Ltd. .............. 1,500,000 1.30 42,105 *
Merrill Lynch Pierce Fenner & Smith Inc. ............. 6,235,000 5.42 175,017 1.44
State of Connecticut Combined Investment Funds........ 485,000 * 13,614 *
Chase Manhattan NA, Trustee for IBM
Corp. Retirement Plan Dated 12/18/45................ 585,000 * 16,421 *
Bankers Trust, Trustee for Chrysler Corp.
Emp.#1 Pension Plan Dated 4/1/89.................... 325,000 * 9,122 *
State Street Bank Custodian for GE Pension Trust...... 195,000 * 5,473 *
Hudson River Trust Balanced Account................... 370,000 * 10,385 *
Equitable Life Assurance Separate Account Balanced.... 60,000 * 1,684 *
The First Foundation.................................. 95,000 * 2,666 *
David Lipscomb University............................. 25,000 * 701 *
The Hotel Union & Hotel Industry of Hawaii............ 120,000 * 3,368 *
Equitable Life Assurance Separate Account Convertibles 875,000 * 24,561 *
Hudson River Trust Growth & Income Account............ 375,000 * 10,526 *
Hudson River Trust Growth Investors................... 295,000 * 8,280 *
Memphis Light, Gas & Water Retirement Fund............ 365,000 * 10,245 *
The Northwestern Mutual Life Insurance Company........ 3,000,000 2.61 84,210 *
Orrington International Fund Ltd. .................... 700,000 * 19,649 *
Orrington Investments Limited Partnership............. 1,300,000 1.13 36,491 *
</TABLE>
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* Less than one percent.
(1) Assumes conversion of the full amount of Notes held by such Selling
Securityholder at the initial conversion price of $35.625 per share; such
conversion price is subject to adjustment as described in the Prospectus
under "Description of Notes - Conversion Rights." Accordingly, the number
of Shares issuable upon conversion of the Notes may increase or decrease
from time to time. Fractional shares will not be issued upon conversion of
the Notes; cash will be paid in lieu of fractional shares, if any.
(2) These percentages are based on 12,133,745 shares of Common Stock that were
issued and outstanding as of October 7, 1997 before taking into account any
conversions of the Notes into Shares.
