Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-39096
PROSPECTUS SUPPLEMENT NO. 1 DATED OCTOBER 4, 2000
to Prospectus Dated July 13, 2000
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
$300,000,000
5 3/4% Convertible Subordinated Debentures
due February 15, 2007
and
6,025,149 Shares of Common Stock
Issuable Upon Conversion of the Notes
This prospectus supplement supplements the prospectus dated July 13,
2000 of Primus Telecommunications Group, Incorporated relating to the public
offering and sale by selling security holders described below. This
prospectus supplement contains information on ownership of principal amount
of notes beneficially owned and offered and shares of our common stock
issuable upon conversion of the notes. This prospectus supplement should be
read in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information provided by this prospectus supplement supersedes the information
contained in the prospectus.
SELLING SECURITY HOLDERS
The table on pages 64, 65, 66, 67, 68 and 69 of the prospectus setting
forth information concerning the selling security holders is amended by the
addition of the following information to that table:
SELLING SECURITY PRINCIPAL AMOUNT OF COMMON STOCK
HOLDER NOTES BENEFICIALLY OWNED ISSUABLE UPON
AND OFFERED (1) CONVERSION OF THE
NOTES (1)
Alta Partners $2,000,000 40,167.66
Holdings, LDC
Bear, Stearns & Co. $1,000,000 20,083.83
Inc.
AXP Bond Fund, Inc. $95,000 1,907.96
AXP Variable $1,360,000 27,314.01
Portfolio Bond Fund
<PAGE>
AXP Variable $1,555,000 31,230.36
Portfolio Managed
Fund
BNP Arbitrage SNC $6,800,000 136,570.04
CIBC World Markets $3,595,000 72,201.37
JMG Capital Partners $9,550,000 191,800.57
LP
JMG Triton Offshore $7,900,000 158,662.25
Fund, Ltd.
J.P. Morgan $4,000,000 80,335.32
Securities, Inc.
Lydian Overseas $1,500,000 30,125.74
Partners Master Fund
Morgan Stanley & Co. $6,000,000 120,502.97
New York Life $9,500,000 190,796.38
Insurance Company
New York Life $1,000,000 20,083.83
Insurance and Annuity
Corporation
Sage Capital $2,100,000 42,176.04
(1) Amounts indicated may be in excess of the total amount registered due
to sales or transfers exempt from the registration requirements of
the Securities Act since the date upon which the selling holders
provided to us in the information regarding their notes.
(2) Amounts listed are in addition to the principal amount of notes
beneficially owned and offered by the selling holder already included
in the prospectus.
Information concerning the selling holders may change from time to time and
any changed information will be set forth in supplements to this prospectus
if and when necessary. In addition, the conversion rate and therefore, the
number of shares of common stock issuable upon conversion of the notes, is
subject to adjustment under certain circumstances. Accordingly, the
aggregate principal amount of notes and the number of shares of common stock
into which the notes are convertible may increase or decrease.
-2-
