UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 5
to
SCHEDULE 13E-3
RULE 13e-3
TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange
Act of 1934)
PRA INTERNATIONAL
(Name of the Issuer)
PRA International
PRA Holdings, Inc.
Genstar Capital Partners V,
L.P.
Genstar Capital Partners IV,
L.P.
Genstar Capital Partners III,
L.P.
Stargen V, L.P.
Stargen IV, L.P.
Jean-Pierre L. Conte
Robert J. Weltman
(Name of Person(s) Filing
Statement)
Common Stock, par value $0.01
per share
(Title of Class of
Securities)
69353C101
(CUSIP Number of Class of
Securities)
William M.
Walsh, III
Secretary
PRA International
12120 Sunset Hills
Road
Suite 600
Reston, Virginia 20190
(703) 464-6300
Copies to:
|
|
|
|
Morton A. Pierce
Chang-Do Gong
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
(212) 259-8000
|
|
Charles Nathan
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1200
|
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and
Communications on Behalf of
Person(s) Filing Statement)
This statement is filed in connection with (check the
appropriate box):
|
|
|
|
a.
þ
|
The filing of solicitation materials or an information statement
subject to Regulation 14A,
Regulation 14-C
or
Rule 13e-3(c)
under the Securities Exchange Act of 1934.
|
b.
o
The filing of a registration statement under the
Securities Act of 1933.
c.
o
A tender offer
d.
o
None of the above
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary
copies:
o
Check the following box if the filing is a final amendment
reporting the results of the
transaction:
þ
CALCULATION OF FILING FEE
|
|
|
|
|
|
Transactional Valuation*
|
|
|
Amount of Filing Fee**
|
|
$796,397,697.50
|
|
|
$24,449.41
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Calculated solely for the purpose of determining the filing fee.
The filing fee was calculated based on the sum of (1) an
aggregate cash payment of $755,797,228.50 for the proposed per
share cash payment of $30.50 for 24,780,237 outstanding shares
of PRA common stock and (2) an aggregate cash payment of
$40,600,469 expected to be paid upon the cancellation of
outstanding options having an exercise price of less than $30.50
(the sum of (1) and (2), the “Total Valuation”).
|
|
|
|
**
|
|
The filing fee, calculated in accordance with Exchange Act Rule
0-11(c)(1), was calculated by multiplying the transaction value
by 0.0000307.
|
|
|
|
þ
|
|
Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting of
the fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
|
Amount Previously Paid: $24,449.41
Form or Registration No.: Schedule 14A —
Preliminary Proxy Statement
Filing Party: PRA International
Date Filed: August 28, 2007
INTRODUCTION
This Amendment No. 5 (the “Final Amendment”) to
the
Rule 13e-3
Transaction Statement on
Schedule 13E-3,
as amended (the “Transaction Statement”), is being
filed by: (1) PRA International, a Delaware corporation
(“PRA”), the issuer of the common stock, par value
$0.01 per share (“Common Stock”), that is subject to
the
Rule 13e-3
transaction and now a wholly-owned subsidiary of PRA Holdings,
Inc. (f/k/a GG Holdings I, Inc.), (2) PRA Holdings, Inc., a
Delaware corporation (“Parent”), (3) Genstar
Capital Partners V, L.P., a Delaware limited partnership,
(4) Genstar Capital Partners IV, L.P., a Delaware limited
partnership, (5) Genstar Capital Partners III, L.P., a
Delaware limited partnership, (6) Stargen V, L.P., a
Delaware limited partnership, (7) Stargen IV, L.P., a
Delaware limited partnership, (8) Jean-Pierre L. Conte, an
individual, and (9) Robert J. Weltman, an individual.
This Final Amendment is being filed pursuant to
Rule 13e-3(d)(3)
to report the results of the transaction that is the subject of
this Transaction Statement. The Transaction Statement, as
amended by this Final Amendment, relates to the Agreement and
Plan of Merger (the “Merger Agreement”), dated
July 24, 2007, between PRA, Parent, and GG Merger Sub
I, Inc., a Delaware corporation (“Merger Sub”), which
provides for, among other things, the merger of Merger Sub with
and into PRA, and PRA continuing as the surviving corporation
(the “Merger”).
The information contained in the definitive Proxy Statement
filed with the Securities and Exchange Commission on
November 9, 2007 (the “Proxy Statement”) is
incorporated in its entirety herein by this reference, and the
responses to each Item in this
Schedule 13E-3
are qualified in their entirety by the information contained in
the Proxy Statement. Except as set forth in this Final
Amendment, all information in Amendment No. 4 to the
Transaction Statement, filed on November 9, 2007, remains
unchanged.
Item 15.
Additional
Information.
Regulation M-A
Item 1011
Item 15(b) is hereby amended and supplemented as follows:
(b)
Other Material Information
On Wednesday, December 12, 2007, at a special meeting of
PRA’s stockholders, the Merger Agreement was adopted by the
holders of a majority of the outstanding shares of Common Stock
entitled to vote at the special meeting.
On December 13, 2007, PRA filed a Certificate of Merger
(the “Certificate”) with the Secretary of State of the
State of Delaware. Upon the filing of the Certificate, each
outstanding share of Common Stock was converted and exchanged
automatically into the right to receive an amount in cash equal
to $30.50 (other than treasury shares, shares held by Parent or
Merger Sub and shares held by PRA stockholders who choose to be
treated as dissenting stockholders by exercising and perfecting
their appraisal rights under Delaware law with respect to the
Merger), without interest and less any applicable withholding
taxes.
At the effective time of the Merger, each outstanding option to
acquire Common Stock, other than certain options to acquire
Common Stock held by certain members of management which were
exchanged for options to purchase shares of Parent common stock,
became fully vested and immediately exercisable and was
cancelled and converted into a right to receive a cash payment
of an amount equal to (1) the excess, if any, of $30.50
over the exercise price per share of the Common Stock subject to
the option, multiplied by (2) the number of shares of
Common Stock subject to the option, without interest and less
any applicable withholding taxes.
At the effective time of the Merger, each right to receive
Common Stock or benefits measured by the value of a number of
shares of Common Stock became fully vested and free of any
restrictions and was cancelled and converted into a right to
receive a cash payment of an amount equal to $30.50 for each
share of Common Stock subject to the award, without interest and
less any applicable withholding taxes.
As a result of the Merger, the Common Stock ceased to trade on
the Nasdaq Stock Market and became eligible for delisting from
the Nasdaq Stock Market and termination of registration pursuant
to
Rules 12g-4
and 12h-3. Accordingly, on December 13, 2007, PRA filed a
Certification and Notice of Termination of Registration on
Form 15 with the Securities and Exchange Commission.
Register to chat with like-minded investors on our interactive forums.
Hot Features
Premium
