UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PORTFOLIO RECOVERY ASSOCIATES, INC.
-----------------------------------
(Name of Issuer)
Common Stock, $.01 per share
----------------------------
(Title of Class of Securities)
73640Q105
---------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin Gump Strauss Hauer & Feld LLP
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 24, 2005
-------------------------------
(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 page(s)
Page 1 of 8 Pages
SCHEDULE 13D
CUSIP No. 73640Q105 Page 2 of 8 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)
Not Applicable
5 Check 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
PN
SCHEDULE 13D
CUSIP No. 73640Q105 Page 3 of 8 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)
Not Applicable
5 Check 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 0
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
0
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
0%
14 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13D
CUSIP No. 73640Q105 Page 4 of 8 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)
Not Applicable
5 Check 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 577,967
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 577,967
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
577,967
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
3.73%
14 Type of Reporting Person (See Instructions)
HC; IN
SCHEDULE 13D
CUSIP No. 73640Q105 Page 5 of 8 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)
Not Applicable
5 Check 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 505,761
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 505,761
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
505,761
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[X]
13 Percent of Class Represented By Amount in Row (11)
3.27%
14 Type of Reporting Person (See Instructions)
HC; IN
Page 6 of 8 Pages
This Statement on Schedule 13D relates to shares of common stock, $.01 per
share ("Shares"), of Portfolio Recovery Associates, Inc. (the "Issuer"). This
Amendment No. 4 supplementally amends the initial statement on Schedule 13D,
dated November 15, 2002, and all amendments thereto (collectively, the "Initial
Statement"), filed by the Reporting Persons (as defined herein). This Amendment
No. 4 is being filed by the Reporting Persons to report recent distributions of
Shares, as a result of which each of the Reporting Persons is no longer the
beneficial owner of more than five percent of the outstanding Shares of the
Issuer.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
i) AG Funds, L.P. ("AG Funds");
ii) PRA Investments, L.L.C. ("PRAI");
iii) John M. Angelo ("Mr. Angelo"); and
iv) Michael L. Gordon ("Mr. Gordon").
This Statement relates to Shares held for the accounts of (i) Mr. Angelo
and entities over which he may be deemed to have voting and dispositive control
and (ii) Mr. Gordon and entities over which he may be deemed to have voting and
dispositive control.
AG Funds is the managing member of PRAI. AG Funds GP, L.P., a Delaware
limited partnership ("AG Funds GP"), is the general partner of AG Funds. JM
Funds LLC, a Delaware limited liability company, is the general partner of AG
Funds GP. Mr. Angelo and Mr. Gordon are the sole members of JM Funds LLC.
Item 5. Interest in Securities of the Issuer.
Based upon information provided by the Issuer in its prospectus dated
November 17, 2004, the total number of Shares outstanding was 15,483,732 as of
November 17, 2004.
(a) (i) Each of AG Funds and PRAI may no longer be deemed to be the
beneficial owner of any Shares.
(ii) Mr. Angelo may be deemed to be the beneficial owner of an aggregate of
577,967 Shares (approximately 3.73% of the total number of Shares outstanding)
held for his account and for the accounts of entities over which he may be
deemed to have voting and dispositive control.
(iii) Mr. Gordon may be deemed to be the beneficial owner of an aggregate
of 505,761 Shares (approximately 3.27% of the total number of Shares
outstanding) held for his account and for the accounts of entities over which he
may be deemed to have voting and dispositive control.
(b) (i) Mr. Angelo may be deemed to have sole power to direct the voting
and disposition of the 577,967 Shares described in Item 4(a)(ii) above.
Page 7 of 8 Pages
(ii) Mr. Gordon may be deemed to have sole power to direct the voting and
disposition of the 505,761 Shares described in Item 4(a)(iii) above.
(c) On February 24, 2005, (i) PRAI transferred the Shares it owned for no
consideration in a pro rata distribution to the members of PRAI and (ii) AG
Funds transferred the Shares it owned for no consideration in a pro rata
distribution to the partners of AG Funds. Mr. Angelo and Mr. Gordon and entities
over which each of them may be deemed to have voting and dispositive control
were among the recipients of these Shares. Except for the aforementioned
transactions, there have been no transactions effected with respect to the
Shares since December 27, 2004 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) Not applicable.
(e) As of February 24, 2005, each of the Reporting Persons ceased to be the
beneficial owner of more than five percent of the Shares.
Page 8 of 8 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: February 25, 2005 AG FUNDS, L.P.
By:/s/ Michael L. Gordon
--------------------------------------
Name: Michael L. Gordon
Title: Chief Operating Officer
Date: February 25, 2005 JOHN M. ANGELO
/s/ John M. Angelo
-----------------------------------------
Date: February 25, 2005 MICHAEL L. GORDON
/s/ Michael L. Gordon
-----------------------------------------
Date: February 25, 2005 PRA INVESTMENTS, L.L.C.
By: AG Funds, L.P.,
Its Managing Member
By: /s/ Michael L. Gordon
-------------------------------------
Name: Michael L. Gordon
Title: Chief Operating Officer