<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________
Date of Report (Date of earliest event reported): October 15, 1999
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-29092 54-1708481
(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
1700 OLD MEADOW ROAD, SUITE 300, MCLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 902-2800
________________________________________________________________________________
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ITEMS 1-4. NOT APPLICABLE.
ITEM 5.
Primus Telecommunications Group, Incorporated announced today that it
raised $180,000,000 of gross proceeds from its completion of a public offering
of 8,000,000 shares of its Common Stock at $22.50 per share. PRIMUS also
announced today that it completed an offering of $250,000,000 in aggregate
principal amount of 12 3/4% senior notes due October 15, 2009 in a private
placement pursuant to Rule 144A under the Securities Act of 1933.
ITEM 6. NOT APPLICABLE.
ITEM 7. c) Exhibits
Exhibit 99.1 Press Release dated October 15, 1999, issued by the
Company.
Exhibit 99.2 Press Release dated October 15, 1999, issued by the
Company.
ITEM 8. NOT APPLICABLE.
SIGNATURES
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
By: /s/ Neil L. Hazard
------------------------
Neil L. Hazard
Executive Vice President
and Chief Financial Officer
Date: October 15, 1999
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Exhibit 99.1
[LOGO OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED]
FOR IMMEDIATE RELEASE
Contact:
- -------
Jordan Darrow
Vice President, Investor Relations
PRIMUS Telecommunications Group
(212) 703-0116
PRIMUS RAISES $180 MILLION THROUGH EQUITY OFFERING
McLean, VA, October 15, 1999 -- PRIMUS Telecommunications Group,
Incorporated (Nasdaq: PRTL), a facilities-based global communications company
offering a portfolio of bundled international and domestic voice, data and
Internet services, announced today that it raised $180,000,000 of gross proceeds
from its completion of a public offering of 8,000,000 shares of its Common Stock
at $22.50 per share.
The purpose of the offering is to fund capital expenditures to expand and
enhance its communications network and for other general corporate purposes,
including possible acquisitions.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Common Stock, nor shall there be any sale of
the Common Stock in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under applicable
securities laws, or absent the availability of an exemption from such
registration or qualification requirements.
A written prospectus relating to this offering and meeting the requirements
of Section 10 of the Securities Act of 1933 may be obtained from Lehman
Brothers, 3 World Financial Center, New York, New York 10285 or Morgan Stanley
Dean Witter, 1585 Broadway, New York, New York 10036.
--END--
<PAGE>
Exhibit 99.2
[LOGO OF PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED]
FOR IMMEDIATE RELEASE
Contact:
- -------
Jordan Darrow
Vice President, Investor Relations
PRIMUS Telecommunications Group
(212) 703-0116
PRIMUS RAISES $250 MILLION THROUGH DEBT OFFERING
McLean, VA, October 15, 1999 -- PRIMUS Telecommunications Group,
Incorporated (Nasdaq: PRTL), a facilities-based global communications company
offering a portfolio of bundled international and domestic voice, data and
Internet services, announced today that it completed an offering of $250,000,000
in aggregate principal amount of 12 3/4% senior notes due October 15, 2009 in a
private placement pursuant to Rule 144A under the Securities Act of 1933.
The purpose of the offering is to fund capital expenditures to expand and
enhance its communications network, to fund operating losses, and for working
capital and other general corporate purposes, including possible acquisitions.
The senior notes were not registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent such registration or an
applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the senior notes, nor shall there be any sale of
the senior notes in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under applicable
securities laws, or absent the availability of an exemption from such
registration or qualification requirements.
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