UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PORTFOLIO RECOVERY ASSOCIATES, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
73640Q105
---------
(CUSIP Number)
David N. Roberts, Managing Director
Angelo, Gordon & Co., L.P.
245 Park Avenue
New York, New York 10167
(212) 692-2025
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 2004
---------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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 pages
Page 1 of 15 Pages
Exhibit Index: Page 14
SCHEDULE 13D
CUSIP No. 73640Q105 Page 2 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
ANGELO, GORDON & CO., L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,183,035
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,183,035
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,183,035
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
20.93%
14 Type of Reporting Person (See Instructions)
BD, IA, PN
SCHEDULE 13D
CUSIP No. 73640Q105 Page 3 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AG PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,183,035
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,183,035
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,183,035
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
20.93%
14 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13D
CUSIP No. 73640Q105 Page 4 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
AG FUNDS, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,756,465
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,756,465
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,756,465
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
11.55%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 73640Q105 Page 5 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
JOHN M. ANGELO
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,939,500
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,939,500
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,500
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
32.48%
14 Type of Reporting Person (See Instructions)
HC; IA
SCHEDULE 13D
CUSIP No. 73640Q105 Page 6 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
MICHAEL L. GORDON
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
UNITED STATES
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 4,942,000
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
4,942,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,942,000
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
32.49%
14 Type of Reporting Person (See Instructions)
HC; IA
SCHEDULE 13D
CUSIP No. 73640Q105 Page 7 of 15 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
PRA INVESTMENTS, L.L.C.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds (See Instructions)
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
DELAWARE
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 3,183,035
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
3,183,035
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,183,035
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
20.93%
14 Type of Reporting Person (See Instructions)
OO
Page 8 of 15 Pages
This Amendment No. 2 to Schedule 13D relates to shares of
Common Stock, $0.01 Par Value Per Share (the "Shares"), of Portfolio Recovery
Associates, Inc. (the "Issuer"). This Amendment No. 2 supplementally amends the
initial statement on Schedule 13D, dated November 15, 2002, and Amendment No. 1,
dated May 28, 2003 (together, the "Initial Statement"), filed by the Reporting
Persons (as defined herein). This Amendment No. 2 is being filed by the
Reporting Persons to report that, as a result of an internal reorganization, AG
Funds (as defined herein), acquired more than five percent of the Shares.
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Initial Statement. The Initial Statement is supplementally
amended as follows.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the
following persons (collectively, the "Reporting Persons"):
(i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon");
(ii) AG Partners, L.P. ("AG Partners");
(iii) AG Funds, L.P. ("AG Funds");
(iv) John M. Angelo ("Mr. Angelo");
(v) Michael L. Gordon ("Mr. Gordon"); and
(vi) PRA Investments, L.L.C. ("PRAI").
This Statement relates to Shares held for the accounts of AG
Funds and PRAI.
Pursuant to an internal reorganization, as of January 1, 2004,
certain Shares previously held for the account of Angelo, Gordon were
transferred to AG Funds in exchange for partnership interests in AG Funds. As a
result, as of January 1, 2004, AG Funds acquired 1,756,465 Shares. No other
consideration was involved in this transfer and there is no change in ultimate
beneficial ownership for Mr. John M. Angelo and Mr. Michael L. Gordon as a
result of this transaction.
AG Funds is a Delaware limited partnership. The principal
business occupation of AG Funds is investment in securities. The principal
business address of AG Funds is 245 Park Avenue, New York, New York 10167.
Current information concerning the identity and background of the executive
officers of AG Funds is set forth in Annex A hereto, which is incorporated
herein by reference in response to this Item 2.
During the past five years, none of the Reporting Persons and,
to the best of the Reporting Persons' knowledge, no other person identified in
response to this Item 2 has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
As noted above, as of January 1, 2004, AG Funds acquired
1,756,465 Shares from Angelo, Gordon in return for certain partnership interests
Page 9 of 15 Pages
in AG Funds pursuant to an internal reorganization. No other consideration was
involved in this transfer and there is no change in ultimate beneficial
ownership for Mr. John M. Angelo and Mr. Michael L. Gordon as a result of this
transaction.
The securities held for the account of AG Funds may be held
through margin accounts maintained with brokers, which extend margin credit as
and when required to open or carry positions in their margin accounts, subject
to applicable federal margin regulations, stock exchange rules and such firms'
credit policies. The positions which may be held in the margin accounts,
including the Shares, are pledged as collateral security for the repayment of
debit balances in the respective accounts.
Item 4. Purpose of Transaction.
Mr. David N. Roberts ("Mr. Roberts"), a Managing Director of
Angelo, Gordon, serves on the Board of Directors of the Issuer. As a Director of
the Issuer, Mr. Roberts may have influence over the corporate activities of the
Issuer, including activities which may relate to items described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
All of the Shares reported herein were acquired for investment
purposes. Except as set forth in this Schedule 13D, neither the Reporting
Persons nor, to the best of their knowledge, any of the other persons identified
in response to Item 2, has any plans or proposals that relate to or would result
in any of the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer
Based upon information provided by the Issuer in its most
recently-filed quarterly report on Form 10-Q, the total number of Shares
outstanding was 15,208,761 as of October 27, 2003.
(a) (i) Each of Angelo, Gordon, AG Partners and PRAI may
be deemed the beneficial owner of 3,183,035 Shares (approximately 20.93% of the
total number of Shares outstanding). This number consists of 3,183,035 Shares
held for the account of PRAI.
(ii) AG Funds may be deemed the beneficial owner of
1,756,465 Shares (approximately 11.55% of the total number of Shares
outstanding) held for its account.
(iii) Mr. Angelo may be deemed the beneficial owner of
4,939,500 Shares (approximately 32.48% of the total number of Shares
outstanding). This number consists of A) 1,756,465 Shares held for account of AG
Funds, and B) 3,183,035 Shares held for the account of PRAI.
(iv) Mr. Gordon may be deemed the beneficial owner of
4,942,000 Shares (approximately 32.49% of the total number of Shares
outstanding). This number consists of A) 1,756,465 Shares held for account of AG
Funds, B) 3,183,035 Shares held for the account of PRAI, and C) 2,500 Shares
held for Mr. Gordon's personal account.
Page 10 of 15 Pages
(b) (i) Each of Angelo, Gordon, AG Partners and PRAI may
be deemed to have shared power to direct the voting and disposition of
the 3,183,035 Shares held for the account of PRAI.
(ii) AG Funds may be deemed to have shared power to
direct the voting and disposition of the 1,756,465 Shares held for its account.
(iii) Mr. Angelo may be deemed to have shared power to
direct the voting and disposition of the 4,939,500 Shares held for the accounts
of AG Funds and PRAI.
(iv) Mr. Gordon may be deemed to have shared power to
direct the voting and disposition of the 4,942,000 Shares held for the accounts
of AG Funds, PRAI and Mr. Gordon.
(c) Other than as set forth herein in Item 2 and Item 3, there
have been no transactions with respect to the Shares since November 10, 2003 (60
days prior to the date hereof) by any of the Reporting Persons.
(d) (i) The partners of Angelo, Gordon have the right
to participate in the receipt of dividends from, or proceeds from the sale of,
the Shares held for the account of Angelo, Gordon in accordance with
their partnership interests in Angelo, Gordon.
(ii) The partners of PRAI have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the Shares held
for the account of PRAI in accordance with their partnership interests in PRAI.
(iii) The partners of AG Funds have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of AG Funds in accordance with their partnership
interests in AG Funds.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
From time to time, each of the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide the
borrower is entitled to exercise voting rights and to retain dividends during
the term of the loan. From time to time, to the extent permitted by applicable
law, each of the Reporting Persons may borrow securities, including the Shares,
for the purpose of effecting, and may effect, short sale transactions, and may
purchase securities for the purpose of closing out short sale positions in such
securities.
Except as set forth herein, and in the Initial Statement, the
Reporting Persons do not have any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer.
Page 11 of 15 Pages
Item 7. Materials to be Filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 12 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: January 9, 2004 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.,
Its General Partner
By: /s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: General Partner
Date: January 9, 2004 AG PARTNERS, L.P.
By: /s/ Michael L. Gordon
-----------------------------------
Name: Michael L. Gordon
Title: General Partner
Date: January 9, 2004 AG FUNDS, L.P.
By: AG Funds GP, L.P.,
Its General Partner
By: JM Funds LLC,
Its General Partner
By: /s/ Michael L. Gordon
-----------------------------------
Name: Michael L. Gordon
Title: Managing Member
Date: January 9, 2004 JOHN M. ANGELO
/s/ John M. Angelo
--------------------------------------
Date: January 9, 2004 MICHAEL L. GORDON
/s/ Michael L. Gordon
--------------------------------------
Date: January 9, 2004 PRA INVESTMENTS, L.L.C.
By: Angelo, Gordon & Co., L.P.,
Its Manager
By: AG Partners, L.P.,
Its General Partner
By: /s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: General Partner
Page 13 of 15 Pages
ANNEX A
Executive Officers of AG Funds, L.P.
Name/Citizenship Principal Occupation Business Address
---------------- -------------------- ----------------
John M. Angelo Chief Executive Officer 245 Park Avenue
(United States) New York, NY 10167
Michael L. Gordon Chief Operating Officer 245 Park Avenue
(United States) New York, NY 10167
Fred Berger Chief Administrative Officer 245 Park Avenue
(United States) New York, NY 10167
Joseph R. Wekselblatt Chief Financial Officer 245 Park Avenue
(United States) New York, NY 10167
Other than as set forth herein, to the best of the Reporting Persons'
knowledge:
(a) None of the above persons hold any Shares. /1/
(b) None of the above persons has any contracts, arrangements,
understandings or relationships with respect to the Shares. /1/
------------------------------------------------------------
/1/ Mr. Gordon holds 2,500 Shares for his personal account and may be deemed to
beneficially own the securities held for the accounts of AG Funds, L.P. and PRA
Investments, L.L.C. as set forth herein.
Page 14 of 15 Pages
EXHIBIT INDEX
Page No.
--------
D. Joint Filing Agreement, dated as of January 9, 2004,
by and among Angelo, Gordon & Co., L.P., AG Partners,
L.P., AG Funds, L.P., John M. Angelo, and Michael L. Gordon... 15
Page 15 of 15 Pages
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule
13D with respect to the Shares of Portfolio Recovery Associates, Inc., dated as
of January 9, 2004, is, and any amendments thereto (including amendments on
Schedule 13G) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934.
Date: January 9, 2004 ANGELO, GORDON & CO., L.P.
By: AG Partners, L.P.,
Its General Partner
By: /s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: General Partner
Date: January 9, 2004 AG PARTNERS, L.P.
By: /s/ Michael L. Gordon
-----------------------------------
Name: Michael L. Gordon
Title: General Partner
Date: January 9, 2004 AG FUNDS, L.P.
By: AG Funds GP, L.P.,
Its General Partner
By: JM Funds LLC,
Its General Partner
By: /s/ Michael L. Gordon
-----------------------------------
Name: Michael L. Gordon
Title: Managing Member
Date: January 9, 2004 JOHN M. ANGELO
/s/ John M. Angelo
--------------------------------------
Date: January 9, 2004 MICHAEL L. GORDON
/s/ Michael L. Gordon
--------------------------------------
Date: January 9, 2004 PRA INVESTMENTS, L.L.C.
By: Angelo, Gordon & Co., L.P.,
Its Manager
By: AG Partners, L.P.,
Its General Partner
By: /s/ Michael L. Gordon
----------------------------------
Name: Michael L. Gordon
Title: General Partner