UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
-----------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
---------------------------------
(Title of Class of Securities)
741929103
-------------------
(CUSIP Number)
March 6, 1998
------------------------------------
(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 disclosure
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 37 Pages
Exhibit Index: Page 29
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 2 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,283
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,283
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.16%
12 Type of Reporting Person*
OO; IV
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 3 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,283
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,283
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.16%
12 Type of Reporting Person*
PN; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 4 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
QIH MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,283
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,283
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.16%
12 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 5 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,283
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,283
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.16%
12 Type of Reporting Person*
OO; IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 6 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 2,250,052
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
2,250,052
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,250,052
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
11.46%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 7 of 37 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
STANLEY F. DRUCKENMILLER (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,406,283
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,406,283
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,406,283
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
7.16%
12 Type of Reporting Person*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 8 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C PHOENIX HOLDINGS, L.L.C.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 843,769
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 843,769
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.30%
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 9 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 843,769
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
843,769
9 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.30%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 10 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE FUND MANAGEMENT, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 843,769
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
843,769
9 Aggregate Amount Beneficially Owned by Each Reporting Person
843,769
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
4.30%
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 11 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LDC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 383,103
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 383,103
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
383,103
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
1.95%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 12 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WINSTON PARTNERS II LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 175,785
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 175,785
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
175,785
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
.90%
12 Type of Reporting Person*
OO; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 13 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE ADVISORS LLC
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 558,888
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 558,888
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
558,888
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (9)
2.85%
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 14 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CHATTERJEE MANAGEMENT COMPANY
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 558,888
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 558,888
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
558,888
10 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
11 Percent of Class Represented By Amount in Row (11)
2.85%
12 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 741929103 Page 15 of 37 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DR. PURNENDU CHATTERJEE (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 558,888
Shares
Beneficially 6 Shared Voting Power
Owned By 2,250,052
Each
Reporting 7 Sole Dispositive Power
Person 558,888
With
8 Shared Dispositive Power
2,250,052
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,808,940
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[_]
11 Percent of Class Represented By Amount in Row (9)
14.31%
12 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 16 of 37 Pages
Item 1(a) Name of Issuer:
Primus Telecommunications Group, Incorporated (the
"Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
2070 Chain Bridge Road, Suite 425, Vienna, VA 22182.
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
i) Quantum Industrial Partners LDC, a Cayman Islands
exempted limited duration company ("QIP");
ii) QIH Management Investor, L.P., a Delaware limited
partnership ("QIHMI");
iii) QIH Management, Inc., a Delaware corporation ("QIH
Management");
iv) Soros Fund Management LLC, a Delaware limited liability
company ("SFM LLC");
v) Mr. George Soros ("Mr. Soros");
vi) Mr. Stanley F. Druckenmiller ("Mr. Druckenmiller");
vii) S-C Phoenix Holdings, LLC, a Delaware limited liability
company ("Phoenix Holdings");
viii) Winston Partners, L.P., a Delaware limited partnership
("Winston L.P.");
ix) Chatterjee Fund Management, L.P., a Delaware limited
partnership ("CFM");
x) Winston Partners II LDC, a Cayman Islands exempted
limited duration company ("Winston LDC");
xi) Winston Partners II LLC, a Delaware limited liability
company ("Winston LLC");
xii) Chatterjee Advisors LLC, a Delaware limited liability
company ("Chatterjee Advisors");
xiii)Chatterjee Management Company, a Delaware corporation
("Chatterjee Management"); and
xiv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
<PAGE>
Page 17 of 37 Pages
This Statement relates to Shares (as defined herein) held
for the account of QIP. QIHMI, an investment advisory firm, is vested with
investment discretion over the Shares held for the account of QIP. Mr. Soros is
the sole shareholder of QIH Management, the sole general partner of QIHMI, and
Chairman of SFM LLC. Mr. Soros has entered into an agreement pursuant to which
he has agreed to use his best efforts to cause QIH Management to act at the
direction of SFM LLC. Mr. Druckenmiller is Lead Portfolio Manager of SFM LLC and
is also a member of the management committee of SFM LLC. Dr. Chatterjee serves
as a sub-investment advisor to QIP.
This Statement also relates to Shares held for the accounts
of Phoenix Holdings, Winston LDC and Winston LLC.
Mr. Soros and Winston L.P. are the managing members of
Phoenix Holdings, a Delaware limited liability company. CFM is a Delaware
limited partnership and the general partner of Winston L.P. Dr. Chatterjee is
the sole general partner of CFM.
Chatterjee Advisors, a Delaware limited liability company
that is managed and controlled by Dr. Chatterjee, serves as the manager, and is
responsible for supervising the operations, of each of Winston LDC and Winston
LLC. Chatterjee Advisors is also a shareholder of Winston LDC and Winston LLC.
Chatterjee Management, a Delaware corporation that is
managed and controlled by Dr. Chatterjee, serves as investment advisor to each
of Winston LDC and Winston LLC pursuant to investment management contracts
between Chatterjee Management, Chatterjee Advisors and each of Winston LDC and
Winston LLC.
Chatterjee Advisors, as the manager of each of Winston LDC
and Winston LLC, and by reason of its ability as manager to terminate the
contractual relationship of Winston LDC and Winston LLC with Chatterjee
Management within 60 days, and Chatterjee Management, by reason of its voting
and dispositive power over securities held for the accounts of Winston LDC and
Winston LLC, may each be deemed to be the beneficial owner of securities
(including the Shares) held for the account of each of Winston LDC and Winston
LLC.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of QIP
and Winston LDC is Kaya Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
The address of the principal business office of each of QIHMI, QIH Management,
SFM LLC, Mr. Soros, Phoenix Holdings and Mr. Druckenmiller is 888 Seventh
Avenue, 33rd Floor, New York, NY 10106. The address of the principal business
office of each of Winston L.P., CFM, Winston LLC, Chatterjee Advisors,
Chatterjee Management and Dr. Chatterjee is 888 Seventh Avenue, 30th Floor, New
York, NY 10106.
<PAGE>
Page 18 of 37 Pages
Item 2(c) Citizenship:
i) QIP is a Cayman Islands exempted limited duration
company;
ii) QIHMI is a Delaware limited partnership;
iii) QIH Management is a Delaware corporation;
iv) SFM LLC is a Delaware limited liability company;
v) Mr. Soros is a United States citizen;
vi) Mr. Druckenmiller is a United States citizen;
vii) Phoenix Holdings is a Delaware limited liability
company;
viii) Winston L.P. is a Delaware limited partnership;
ix) CFM is a Delaware limited partnership;
x) Winston LDC is a Cayman Islands exempted limited
duration company;
xi) Winston LLC is a Delaware limited liability company;
xii) Chatterjee Advisors is a Delaware limited liability
company;
xiii) Chatterjee Management is a Delaware corporation; and
xiv) Dr. Chatterjee is a United States citizen.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares").
Item 2(e) CUSIP Number:
741929103
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
This Item 3 is not applicable.
<PAGE>
Page 19 of 37 Pages
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 5, 1998, each of the Reporting Persons may
be deemed the beneficial owner of the following number
of Shares:
(i) Each of QIP, QIHMI, QIH Management, SFM LLC and
Mr. Druckenmiller may be deemed the beneficial owner of
the 1,406,283 Shares held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of
2,250,052 Shares. This number consists of (A) the
1,406,283 Shares held for the account of QIP and (B)
the 843,769 Shares held for the account of Phoenix
Holdings.
(iii)Each of Phoenix Holdings, Winston L.P. and CFM
may be deemed the beneficial owner of the 843,769
Shares held for the account of Phoenix Holdings.
(iv) Winston LDC may be deemed the beneficial owner of
383,103 Shares.
(v) Winston LLC may be deemed the beneficial owner of
175,785 Shares.
(vi) Each of Chatterjee Management and Chatterjee
Advisors may be deemed the beneficial owner of 558,888
Shares. This number consists of (A) 383,103 Shares held
for the account of Winston LDC and (B) 175,785 Shares
held for the account of Winston LLC.
(vii)Dr. Chatterjee may be deemed the beneficial owner
of 2,808,940 Shares. This number consists of (A)
558,888 Shares which Chatterjee Management and
Chatterjee Advisors may be deemed to own beneficially,
(B) 843,769 Shares which Phoenix Holdings, CFM and
Winston L.P. may be deemed to own beneficially and (C)
1,406,283 Shares which QIP may be deemed to own
beneficially.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI,
QIH Management, SFM LLC and Mr. Druckenmiller may be
deemed to be the beneficial owner constitutes
approximately 7.16% of the total number of Shares
outstanding.
(ii) The number of Shares of which Mr. Soros may be
deemed to be the beneficial owner constitutes
approximately 11.46% of the total number of Shares
outstanding.
(iii)The number of Shares of which each of Phoenix
Holdings, Winston L.P. and CFM may be deemed to be the
beneficial owner constitutes approximately 4.30% of the
total number of Shares outstanding.
(iv) The number of Shares of which Winston LDC may be
deemed to be the beneficial owner constitutes
approximately 1.95% of the total number of Shares
outstanding.
(v) The number of Shares of which Winston LLC may be
deemed to be the beneficial owner constitutes
approximately .90% of the total number of Shares
outstanding.
<PAGE>
Page 20 of 37 Pages
(vi) The number of Shares of which each of Chatterjee
Advisors and Chatterjee Management may be deemed to be
the beneficial owner constitutes approximately 2.85% of
the total number of Shares outstanding.
(vii) The number of Shares of which Dr. Chatterjee may
be deemed to be the beneficial owner constitutes
approximately 14.31% of the total number of Shares
outstanding.
Item 4(c) Number of shares as to which such person has:
QIP
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,406,283
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,406,283
QIHMI
-----
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,406,283
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:1,406,283
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,406,283
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,406,283
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,406,283
(iii) Sole power to dispose or to direct the disposition of: 0
<PAGE>
Page 21 of 37 Pages
(iv) Shared power to dispose or to direct the disposition of:
1,406,283
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,250,052
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:2,250,052
Mr. Druckenmiller
-----------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,406,283
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
1,406,283
Phoenix Holdings
----------------
(i) Sole power to vote or to direct the vote: 843,769
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 843,769
(iv) Shared power to dispose or to direct the disposition of: 0
Winston L.P.
------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 843,769
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 843,769
CFM
---
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 843,769
<PAGE>
Page 22 of 37 Pages
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 843,769
Winston LDC
-----------
(i) Sole power to vote or to direct the vote: 383,103
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 383,103
(iv) Shared power to dispose or to direct the disposition of: 0
Winston LLC
-----------
(i) Sole power to vote or to direct the vote: 175,785
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 175,785
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Advisors
-------------------
(i) Sole power to vote or to direct the vote: 558,888
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 558,888
(iv) Shared power to dispose or to direct the disposition of: 0
Chatterjee Management
---------------------
(i) Sole power to vote or to direct the vote: 558,888
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 558,888
(iv) Shared power to dispose or to direct the disposition of: 0
<PAGE>
Page 23 of 37 Pages
Dr. Chatterjee
--------------
(i) Sole power to vote or to direct the vote: 558,888
(ii) Shared power to vote or to direct the vote: 2,250,052
(iii) Sole power to dispose or to direct the disposition of: 558,888
(iv) Shared power to dispose or to direct the disposition of:
2,250,052
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) The shareholders of QIP, including Quantum Industrial
Holdings Ltd., a British Virgin Islands international business company, have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held for the account of QIP in accordance with their ownership
interests in QIP.
(ii) The members of Phoenix Holdings have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held for the account of Phoenix Holdings in accordance with their
ownership interests in Phoenix Holdings.
(iii)The shareholders of Winston LDC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LDC in accordance with their ownership interests in
Winston LDC.
(iv) The members of Winston LLC have the right to
participate in the receipt of dividends from, or proceeds from the sale of,
Shares held by Winston LLC in accordance with their ownership interests in
Winston LLC.
Each of QIP, QIHMI, QIH Management, SFM LLC and Mr.
Druckenmiller expressly disclaims beneficial ownership of any Shares held
directly for the accounts of Phoenix Holdings, Winston LDC and Winston LLC. Mr.
Soros expressly disclaims beneficial ownership of any Shares held directly for
the accounts of Winston LDC and Winston LLC. Each of Chatterjee Advisors and
Chatterjee Management expressly disclaims beneficial ownership of any Shares
held directly for the accounts of QIP and Phoenix Holdings. Winston LDC
expressly disclaims beneficial ownership of any Shares held directly for the
accounts of QIP, Phoenix Holdings and Winston LLC. Winston LLC expressly
disclaims beneficial ownership of any Shares held directly for the accounts of
QIP, Phoenix Holdings and Winston LDC. Each of Winston L.P., CFM and Phoenix
Holdings expressly disclaims beneficial ownership of any Shares held directly
for the accounts of QIP, Winston LDC and Winston LLC.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
<PAGE>
Page 24 of 37 Pages
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best
of his/its 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.
<PAGE>
Page 25 of 37 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: March 6, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 26 of 37 Pages
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 S-C PHOENIX HOLDINGS, LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Authorized Person
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
Its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 27 of 37 Pages
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
<PAGE>
Page 28 of 37 Pages
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 29 of 37 Pages
EXHIBIT INDEX
Page No.
---------
A. Power of Attorney dated as of January 1, 1997 granted
by Mr. George Soros in favor of Mr. Sean C. Warren and
Mr. Michael C. Neus.................................... 30
B. Power of Attorney dated as of January 1, 1997 granted
by Mr. Stanley F. Druckenmiller in favor of Mr. Sean C.
Warren and Mr. Michael C. Neus......................... 31
C. Power of Attorney dated May 23, 1996 granted by Quantum
Industrial Partners LDC in favor of Mr. Gary Gladstein,
Mr. Sean Warren and Mr. Michael Neus................... 32
D. Power of Attorney dated May 31, 1995 granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz............... 33
E. Power of Attorney dated October 25, 1996 granted by
Winston Partners II LDC in favor of Mr. Peter
Hurwitz................................................ 34
F. Joint Filing Agreement dated March 6, 1998 by and among
Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management, Inc., Soros Fund
Management LLC, Mr. George Soros, Mr. Stanley F.
Druckenmiller, S-C Phoenix Holdings, LLC, Winston
Partners, L.P., Chatterjee Fund Management, L.P.,
Winston Partners II LDC, Winston Partners II LLC,
Chatterjee Advisors LLC, Chatterjee Management Company
and Dr. Purnendu Chatterjee............................ 35
Page 30 of 37 Pages
EXHIBIT A
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, GEORGE SOROS, hereby make, constitute
and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting individually, as
my agent and attorney-in-fact for the purpose of executing in my name, (a) in my
personal capacity or (b) in my capacity as Chairman of, member of or in other
capacities with Soros Fund Management LLC, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ George Soros
------------------------
GEORGE SOROS
Page 31 of 37 Pages
EXHIBIT B
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STANLEY F. DRUCKENMILLER, hereby make,
constitute and appoint each of SEAN C. WARREN and MICHAEL C. NEUS, acting
individually, as my agent and attorney-in-fact for the purpose of executing in
my name, (a) in my personal capacity or (b) in my capacity as Lead Portfolio
Manager of, member of or in other capacities with Soros Fund Management LLC, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 1st day of
January, 1997.
/s/ Stanley F. Druckenmiller
----------------------------------
STANLEY F. DRUCKENMILLER
Page 32 of 37 Pages
EXHIBIT C
QUANTUM INDUSTRIAL PARTNERS LDC
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned QUANTUM INDUSTRIAL PARTNERS
LDC (the "Company"), an exempted limited duration company existing and operating
under the laws of the Cayman Islands does, pursuant to a duly adopted resolution
of its Managing Director, hereby designate, constitute and appoint:
GARY GLADSTEIN, SEAN WARREN and MICHAEL NEUS
acting, singly and not jointly, as its true and lawful agent and attorney in
fact for the purpose of executing in its name, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities or other investments, and any other documents relating
or ancillary thereto, including but not limited to, all documents relating to
filings with the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including: (1)
all documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act
including, without limitation: (a) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing agreements
pursuant to Rule 13d-1(f) and (c) any initial statements of, or statements of
changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5 and
(2) any information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act.
Each attorney-in-fact is hereby authorized and empowered to perform all other
acts and deeds, which he or she in his or her sole discretion deems necessary or
appropriate to carry out to the fullest extent the terms and the intent of the
foregoing. All prior acts of each attorney-in-fact in furtherance of the
foregoing are hereby ratified and confirmed.
IN WITNESS WHEREOF, the Company has caused this document to be execute this 23rd
day of May, 1996.
QUANTUM INDUSTRIAL PARTNERS LDC
----------------------------------
Curacao Corporation Company N.V.
Managing Director
Page 33 of 37 Pages
EXHIBIT D
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.
/s/ Purnendu Chatterjee
-----------------------------
PURNENDU CHATTERJEE
Page 34 of 37 Pages
EXHIBIT E
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, that the undersigned, Winston Partners II LDC
(the "Company"), a Cayman Islands exempted limited duration company, hereby
makes, constitutes and appoints PETER A. HURWITZ as the Company's agent and
attorney in fact for the purpose of executing on behalf of the Company, all
documents, certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other person or
entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities or other
investments, and any other documents relating or ancillary thereto, including
but not limited to, all documents relating to filings with the United States
Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of
1933 or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC pursuant to
Section 13(d) or Section 16(a) of the Act including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(f) and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by the
Company.
IN WITNESS WHEREOF, the Company has executed this instrument this 25th day of
October, 1996.
WINSTON PARTNERS II LDC
By: /s/ Kieran Conroy /s/ Wiekert Weber
---------------------------------------
Name: Kieran Conroy / Wiekert Weber
Page 35 of 37 Pages
EXHIBIT F
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Primus Telecommunications Group, Incorporated
dated as of March 6, 1998 is, and any amendments thereto (including amendments
on Schedule 13D) 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(f)
under the Securities Exchange Act of 1934.
Date: March 6, 1998 QUANTUM INDUSTRIAL PARTNERS LDC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management, Inc.,
its General Partner
By: /S/ MICHAEL C. NEUS
---------------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 QIH MANAGEMENT, INC.
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Vice President
Date: March 6, 1998 SOROS FUND MANAGEMENT LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Assistant General Counsel
Date: March 6, 1998 GEORGE SOROS
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
<PAGE>
Page 36 of 37 Pages
Date: March 6, 1998 STANLEY F. DRUCKENMILLER
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Attorney-in-Fact
Date: March 6, 1998 S-C PHOENIX HOLDINGS, LLC
By: /S/ MICHAEL C. NEUS
--------------------------------------------
Michael C. Neus
Authorized Person
Date: March 6, 1998 WINSTON PARTNERS, L.P.
By: Chatterjee Fund Management, L.P.,
its General Partner
By: Purnendu Chatterjee,
Its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
its General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 37 of 37 Pages
Date: March 6, 1998 WINSTON PARTNERS II LDC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
Date: March 6, 1998 WINSTON PARTNERS II LLC
By: Chatterjee Advisors LLC, its Manager
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE ADVISORS LLC
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Manager
Date: March 6, 1998 CHATTERJEE MANAGEMENT COMPANY
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
Date: March 6, 1998 PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
