Form 3 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION |
Expires: January 31, 2005 Estimated average burden hours per response. . . 0.5 |
| (Print or type responses) |
| 1.
Name and Address of Reporting Person*
Amalgamated Gadget, L.P. (Last) (First) (Middle) 301 Commerce Street, Suite 2975 (Street) Fort Worth, Texas 76102 (City) (State) (Zip) |
2. Date of
Event Requiring Statement (Month/Day/Year) 04/14/2003 |
4. Issuer Name and Ticker or Trading Symbol Personnel Group of America, Inc. (PRGA) | |
| 3. I.R.S.
Identification Number of Reporting Person, if an entity (voluntary) |
5.
Relationship of Reporting Person(s) to
Issuer (Check all applicable) ___ Director X 10% Owner ___ Officer ___Other (give title (specify below) below) |
6. If
Amendment, Date of Original (Month/Day/Year) | |
| 7.
Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person X Form filed by More than One Reporting Person | |||
Table I - Non-Derivative Securities Beneficially Owned |
| 1. Title
of Security (Instr. 4) |
2. Amount
of Securities Beneficially Owned (Instr. 4) |
3.
Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature
of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock, $0.01 par value | 4,883,245 (1) | D-Amalgamated Gadget, L.P. | N/A |
| Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 5(b)(v). | |
| Potential
persons who are to respond to the collection of information contained in
this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 3 |
(Over) SEC 1474 (7-02) |
| <PAGE> Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
| 1.
Title of Derivative Security (Instr. 4) |
2. Date
Exercisable and Expiration Date (Month/Day/Year) |
3. Title
and Amount of Securities Underlying Derivative Security (Instr. 4) |
4.
Conversion or Exercise Price of Derivative Security |
5.
Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature
of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Convertible Participating Preferred Stock | Immediately | N/A | Common Stock | 18,256,000 | 100:1 Conversion Ratio | D - Amalgamated Gadget, L.P. | N/A |
| Explanation of Responses: SEE CONTINUATION SHEET |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
AMALGAMATED GADGET, L.P. By: Scepter Holdings, Inc., its general partner By: /s/ William Holloway William Holloway, Authorized Signatory **Signature of Reporting Person |
04/22/2003
Date |
| Note: | File three
copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. | ||
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<PAGE>
CONTINUATION SHEET TO FORM 3
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Issuer Name and Ticker or Trading Symbol: |
Personnel Group of America, Inc. (PRGA) |
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Date of Event Requiring Statement: |
April 14, 2003 |
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Scepter
Holdings, Inc. (2) |
SCEPTER
HOLDINGS, INC. By: /s/ William Holloway William Holloway, Authorized Signatory /s/ Geoffrey P. Raynor Geoffrey P. Raynor |
Explanation of Responses:
(1)
All securities reported herein as being owned by Amalgamated Gadget, L.P.
("Amalgamated"), were purchased by Amalgamated for and on behalf of R2
Investments, LDC ("R2"), pursuant to an Investment
Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting
and dispositive power of such shares and R2 has no beneficial
ownership of such shares. This filing shall not be deemed an admission that
Amalgamated is the beneficial owner of such shares for purposes of Section 16 of
the Securities Exchange Act of 1934 (the "Act").
(2) Scepter Holdings, Inc. ("Scepter") is the general partner of
Amalgamated, which is the holder of the securities reported herein. Geoffrey P.
Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule
16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the
beneficial owner of any securities beneficially owned by Amalgamated only to the
extent of the greater of his or its respective direct or indirect interest in
the profits or capital account of Amalgamated.
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