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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3, 1998
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
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(Exact name of issuer as specified in charter)
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<CAPTION>
<S> <C> <C>
Delaware 0-29-092 54-1708481
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
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2070 Chain Bridge Road
Suite 425
Vienna, Virginia 22182
(Address of principal executive offices)
(703) 902-2800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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On February 3, 1998, Primus Telecommunications Group, Incorporated
(the "Company"), the Taurus Acquisition Corporation, a Florida corporation and a
wholly-owned subsidiary of the Company ("TAC"), and TresCom International, Inc.,
a Florida corporation ("TresCom"), entered into an Agreement and Plan of Merger
(the "Merger Agreement"), which provides, among other things, for the merger
(the "Merger") of TAC with and into TresCom.
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Under the terms of the Merger Agreement, TresCom stockholders will
receive shares of the Company's common stock in exchange for the TresCom common
stock held by the TresCom stockholders at the effective time of the Merger. The
Merger Agreement provides for an exchange of TresCom common stock at a ratio
that is subject to certain adjustments based upon the price of the Company's
common stock. If the average trading price of the Company's common stock as of
the closing date is $15.89 or higher, TresCom stockholders will receive Company
common stock valued at $10.00 per share of TresCom common stock. If the price of
the Company's common stock is lower than $15.89, the value to be received for
each TresCom share is adjusted downward. If the price of the Company's common
stock is less than $14.02, TresCom may terminate the Merger Agreement, subject
to the Company's option to override such termination and reinstate the Merger
Agreement by agreeing to pay to each holder of TresCom shares, additional
consideration (in cash or in shares of Company common stock, or a combination
thereof) such that each holder of TresCom shares will receive an aggregate value
of $8.82 for each TresCom share exchanged in the Merger. Upon consummation of
the merger, TresCom will become a wholly-owned subsidiary of the Company.
The transaction is contingent upon, among other things, approval by
both the Company's and TresCom's stockholders, certain regulatory approvals
(including approval under the Hart-Scott-Rodino Antitrust Improvement Act of
1976, and various telecommunications regulatory approvals) and other customary
conditions, and is expected to close during the second quarter of 1998. The
Merger is intended to constitute a tax-free reorganization under Section
368(a)(2)(E) of the Internal Revenue Code of 1986.
Warburg, Pincus Investors, L.P., ("Warburg") which currently owns
approximately 52% of the outstanding shares of TresCom's common stock, has
agreed to vote its shares of TresCom in favor of the Merger. In addition, two
stockholders of TresCom and two stockholders of the Company have agreed to vote
their shares in favor of the Merger. Warburg has also agreed to pay to the
Company 50% of any increase in price it would receive if a superior offer (as
determined in the Merger Agreement) is accepted by the Company. The Merger
Agreement also grants a reciprocal break-up fee of $5,000,000 under certain
conditions of termination.
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ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
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2.1 Agreement and Plan of Merger by and among TAC, TresCom and the
Company, entered into February 3, 1998.
10.1 Stockholder Agreement by and among the Company, TAC, K. Paul Singh and
Warburg, dated as of February 3, 1998.
10.2 Voting Agreement by and between TresCom and K. Paul Singh
dated as of February 3, 1998.
10.3 Voting Agreement by and between TresCom and John F. DePodesta dated
as of February 3, 1998.
10.4 Voting Agreement by and between the Company and Wesley T. O'Brien
dated as of February 3, 1998.
10.5 Voting Agreement by and between the Company and Rudy McGlashan dated
as of February 3, 1998.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIMUS TELECOMMUNICATIONS GROUP,
INCORPORATED
/s/ Neil L. Hazard
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Date: February 5, 1998 By: Neil L. Hazard
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger by and among TAC, TresCom
and the Company, entered into February 3, 1998.
10.1 Stockholder Agreement by and among the Company, TAC, K. Paul
Singh and Warburg, dated as of February 3, 1998.
10.2 Voting Agreement by and between TresCom and K. Paul Singh
dated as of February 3, 1998.
10.3 Voting Agreement by and between TresCom and John F.
DePodesta dated as of February 3, 1998.
10.4 Voting Agreement by and between the Company and Wesley T.
O'Brien dated as of February 3, 1998.
10.5 Voting Agreement by and between the Company and Rudy
McGlashan dated as of February 3, 1998.
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