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PROSPECTUS SUPPLEMENT NO. 2
(TO PROSPECTUS DATED DECEMBER 24, 1997, AS SUPPLEMENTED BY PROSPECTUS
SUPPLEMENT NO. 1 DATED JANUARY 15, 1998)
FILED PURSUANT TO
RULE 424 (b) (3)
FILE NO. 333-36557
PREMIERE TECHNOLOGIES, INC.
$172,500,000
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2004
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This Prospectus Supplement relates to the offering for resale from time to
time (the "Offering") by the holders of $172,500,000 aggregate principal
amount of 5 3/4% Convertible Subordinated Notes due 2004 (the "Notes") of
Premiere Technologies, Inc., a Georgia corporation ("Premiere" or the
"Company") and the shares of Common Stock, $0.01 par value (the "Common
Stock"), of the Company issuable upon the conversion of the Notes (the
"Conversion Shares").
This Prospectus Supplement is not complete without, and may not be delivered
or utilized except together with, the Prospectus dated December 24, 1997,
including any supplements or amendments thereto. All capitalized terms used
but not defined in this Prospectus Supplement shall have the meanings given
them in the Prospectus.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 12 OF THE PROSPECTUS FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 6, 1998
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The line items "General Motors Employee Domestic Group Trust . . .
11,060,000, 335,151, 335,151," "FMR Corp.(3) . . . 5,000,000, 629,315,
151,515," "BancAmerica Robertson Stephens . . . 2,840,000, 86,060, 86,060" and
"Delta Air Lines Master Trust . . . 1,750,000, 53,030, 53,030" contained in
the table set forth in the Prospectus under the caption "Selling
Securityholders" are hereby deleted in their entirety and replaced with the
following:
<TABLE>
<S> <C> <C> <C>
General Motors Employee Domestic Group Pension
Trust(3)*........................................... 9,420,000 385,454 285,454
Fidelity Capital Trust(4)**.......................... 5,000,000 151,515 151,515
BancAmerica Robertson Stephens***.................... 5,000,000 151,515 151,515
Delta Air Lines Master Trust......................... 1,755,000 53,181 53,181
</TABLE>
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*As of January 23, 1998.
**As of February 4, 1998.
***As of February 5, 1998.
The following information is hereby added to the table set forth in the
Prospectus under the caption "Selling Securityholders" with respect to the
principal amount of the Notes beneficially owned and offered by each Selling
Securityholder and the number of shares of Common Stock beneficially owned
that may be offered from time to time pursuant to the Prospectus:
<TABLE>
<S> <C> <C> <C>
Motors Insurance Corporation*........................... 1,790,000 54,242 54,242
General Motors Foundation, Inc.(6)*..................... 290,000 15,287 8,787
</TABLE>
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* As of January 23, 1998.
Footnote (4) in the table set forth in the Prospectus under the caption
"Selling Securityholders" is hereby renumbered as footnote (5) and new
footnotes (3), (4) and (6) are hereby added as follows:
"(3) Includes 100,000 shares of Common Stock beneficially owned by the Selling
Securityholder in addition to the Conversion Shares."
"(4) The securityholder is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment Company
Act of 1940, as amended, or a private investment account advised by
Fidelity Management & Research Company ("FMR Co."). FMR Co. is a
Massachusetts corporation and an investment advisor registered under
Section 203 of the Investment Advisers Act of 1940, as amended, and
provides investment advisory services to each of such entities mentioned
above, and to other registered investment companies and to certain other
funds which are generally offered to a limited group of investors. FMR Co.
is a wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts
corporation."
"(6) Includes 6,500 shares of Common Stock beneficially owned by the Selling
Securityholder in addition to the Conversion Shares."
The names of the Selling Securityholders set forth in the table in the
Prospectus under the caption "Selling Securityholders" as "Decleration of
Trust for the Defined Benefit Plan of ICI American Holdings, Inc.,"
"Decleration of Trust for the Defined Benefit Plan of Zeneca Holdings, Inc.,"
"First Church of Christian Scientist--Endowment" and "Hillside Capital
Incorporated" are hereby corrected to read as "Declaration of Trust for the
Defined Benefit Plan of ICI American Holdings Inc.," "Declaration of Trust for
the Defined Benefit Plan of ZENECA Holdings Inc.," "First Church of Christ,
Scientist--Endowment" and "Hillside Capital Incorporated Corporate Account."
