prepaid13ga-0200810.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
(RULE
13d - 102)
(Amendment
No. 2)
Information
to be included in statements filed pursuant
to
Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant
to 13d-2(b) *
Pre-Paid Legal Services,
Inc.
(Name
of Issuer)
Common Stock, $.01 par
value
(Title
of Class of Securities)
740065107
(CUSIP
Number)
December 31,
2009
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule
pursuant
to which this Schedule is filed:
[
] Rule 13d-1(b)
[x] Rule
13d-1(c)
[
] Rule 13d-1(d)
*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 the Following Pages)
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.95%
12.TYPE OF REPORTING PERSON*
IN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Steadfast
Capital Management LP
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.55%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
4.55%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.40%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Steadfast
GP Holdings LLC
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.40%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
0.40%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
1.55%
12.TYPE OF REPORTING PERSON*
PN
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
1.NAME OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
|
|
|
Steadfast
International Master Fund Ltd.
|
2.CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP*
(a)[x]
(b)[ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman Islands
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.SOLE VOTING POWER
6.SHARED VOTING POWER
7.SOLE DISPOSITIVE POWER
8.SHARED DISPOSITIVE POWER
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
10.CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9)
EXCLUDES CERTAIN SHARES*[ ]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
3.00%
12.TYPE OF REPORTING PERSON*
OO
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
This
statement is filed with respect to the shares of common stock (the “Common
Stock”) of Pre-Paid Legal Services, Inc. (the “Issuer”) beneficially owned by
the Reporting Persons (as defined below) as of January 27, 2010, and amends and
supplements the Schedule 13G filed on October 3, 2008 and the Schedule 13G filed
on February 13, 2009 (the “Schedule 13G”). Except as set forth
herein, the Schedule 13G is unmodified.
ITEM
2(a). NAME OF PERSON
FILING:
The
names of the persons (the “Reporting Persons”) filing this statement on Schedule
13G are:
|
-
|
Robert
S. Pitts, Jr., a United States Citizen (“Mr.
Pitts”).
|
|
-
|
Steadfast
Capital Management LP, a Delaware limited partnership (the “Investment
Manager”).
|
|
-
|
Steadfast
GP LLC, a Delaware limited liability company (the “IM General
Partner”).
|
|
-
|
Steadfast
Advisors LP, a Delaware limited partnership (the “Managing General
Partner”).
|
|
-
|
Steadfast
GP Holdings LLC, a Delaware limited liability company (the “MGP General
Partner”).
|
|
-
|
Steadfast
Capital, L.P., a Delaware limited partnership (“Steadfast
Capital”).
|
|
-
|
American
Steadfast, L.P., a Delaware limited partnership (“American
Steadfast”).
|
|
-
|
Steadfast
International Master Fund Ltd., a Cayman Island exempted company (the
“Offshore Fund”).
|
Mr.
Pitts is the managing member of the IM General Partner and the MGP General
Partner. The IM General Partner is the general partner of the
Investment Manager. The Investment Manager has the power to vote and
dispose of the securities held by American Steadfast and the Offshore
Fund. The MGP General Partner is the general partner of the Managing
General Partner. The Managing General Partner has the power to vote and dispose
of the securities held by Steadfast Capital.
ITEM
2(c). CITIZENSHIP:
Mr. Pitts is a citizen of the United
States.
Each of the Investment Manager, the
Managing General Partner, Steadfast Capital and American Steadfast is a limited
partnership formed under the laws of the State of Delaware.
Each of the IM General Partner and the
MGP General Partner is a limited liability company formed under the laws of the
State of Delaware.
The Offshore Fund is an exempted
company formed under the laws of the Cayman Islands.
ITEM
4. OWNERSHIP.
Provide
the following information regarding the aggregate number and
percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially
owned:
(i)
Mr. Pitts beneficially owns 554,226 shares of Common Stock.
(ii)
The Investment Manager beneficially owns 509,665 shares of Common
Stock.
(iii)
The IM General Partner beneficially owns 509,665 shares of Common
Stock.
(iv)
The Managing General Partner beneficially owns 44,561 shares of Common
Stock.
(v)
The MGP General Partner beneficially owns 44,561 shares of Common
Stock.
(vi)
Steadfast Capital beneficially owns 44,561 shares of Common Stock.
(vii)
American Steadfast beneficially owns 173,299 shares of Common
Stock.
(viii)
The Offshore Fund beneficially owns 336,366 shares of Common Stock.
(ix)
Collectively, the Reporting Persons beneficially own 554,226 shares of Common
Stock.
(i)
Mr. Pitts’ beneficial ownership of 554,226 shares of Common Stock represents
4.95% of all of the outstanding shares of Common Stock.
(ii)
The Investment Manager’s beneficial ownership of 509,665 shares
of Common Stock represents 4.55% of all of the outstanding shares of Common
Stock.
(iii)
The IM General Partner’s beneficial ownership of 509,665 shares
of Common Stock represents 4.55% of all of the outstanding shares of Common
Stock.
(iv)
The Managing General Partner’s beneficial ownership of 44,561 shares of
Common Stock represents 0.40% of all of the outstanding shares of Common
Stock.
(v)
The MGP General Partner’s beneficial ownership of 44,561 shares of
Common Stock represents 0.40% of all of the outstanding shares of Common
Stock.
(vi)
Steadfast Capital’s beneficial ownership of 44,561 shares of
Common Stock represents 0.40% of all of the outstanding shares of Common
Stock.
(vii)
American Steadfast’s beneficial ownership of 173,299 shares of Common Stock
represents 1.55% of all of
the outstanding shares of Common Stock.
(viii)
The Offshore Fund’s beneficial ownership of 336,366 shares of Common Stock
represents 3.00% of all of
the outstanding shares of Common Stock.
(ix)
Collectively, the Reporting Persons’ beneficial ownership of 554,226 shares of
Common Stock represents 4.95% of all of the outstanding shares of Common
Stock.
(c) Number
of shares as to which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
|
Not
applicable.
|
(ii)
|
Shared
power to vote or to direct the vote of shares of Common
Stock:
|
The
Investment Manager, the IM General Partner and Mr. Pitts have shared power to
vote or direct the vote of 509,665 shares
of Common Stock.
Steadfast
Capital has shared power with the Managing General Partner, the MGP General
Partner and Mr. Pitts to vote or direct the vote of the 44,561 shares of Common
Stock held by the Steadfast Capital.
American
Steadfast has shared power with the Investment Manager, the IM General Partner
and Mr. Pitts to vote or direct the vote of the 173,299 shares of Common Stock
held by American Steadfast.
The
Offshore Fund has shared power with the Investment Manager, the IM General
Partner and Mr. Pitts to vote or direct the vote of the 336,366 shares of Common
Stock held by the Offshore Fund.
|
(iii)
|
Sole
power to dispose or to direct the disposition of shares of Common
Stock:
|
Not
applicable.
|
(iv)
|
Shared
power to dispose or to direct the disposition of shares of Common
Stock:
|
The
Investment Manager, the IM General Partner and Mr. Pitts have shared power to
dispose or direct the disposition of 509,665 shares
of Common Stock.
Steadfast
Capital has shared power with the Managing General Partner, the MGP General
Partner and Mr. Pitts to dispose or direct the disposition of the 44,561 shares
of Common Stock held by Steadfast Capital.
American
Steadfast has shared power with the Investment Manager, the IM General Partner
and Mr. Pitts to dispose or direct the disposition of the 173,299 shares of
Common Stock held by American Steadfast.
The
Offshore Fund has shared power with the Investment Manager, the IM General
Partner and Mr. Pitts to dispose or direct the disposition of the 336,366 shares
of Common Stock held by the Offshore Fund.
ITEM
5. OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS.
If this statement is being filed to
report the fact that as of the date hereof the Reporting Persons have ceased to
be the beneficial owner of more than five percent of the class of securities,
check the following [X].
ITEM
10. CERTIFICATION.
By
signing below the undersigned certifies that, to the best of its or his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief,
the
undersigned certifies that the information set forth in this statement
is
true,
complete, and correct.
Dated: February 12,
2010
STEADFAST
CAPITAL MANAGEMENT LP
By:
Steadfast GP LLC, as General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Managing Member
STEADFAST
ADVISORS LP
By:
Steadfast GP Holdings LLC, as General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Managing Member
STEADFAST
CAPITAL, L.P.
By:
Steadfast Advisors LP, as Managing General Partner
By:
Steadfast GP Holdings LLC, as General Partner
By: /s/ Robert S. Pitts, Jr.
Robert
S. Pitts, Jr., Managing Member
AMERICAN
STEADFAST, L.P.
By:
Steadfast Capital Management LP, as Attorney-in-Fact
By:
Steadfast GP LLC, as General Partner
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Managing Member
STEADFAST
INTERNATIONAL MASTER FUND LTD.
By: /s/ Robert S. Pitts, Jr.
Robert S. Pitts, Jr., Director
/s/
Robert S. Pitts, Jr.
Robert S. Pitts, Jr.