| OMB APPROVAL | ||
| OMB Number: |
3235-0145 | |
| Expires: |
February 28, 2009 | |
| Estimated average burden | ||
| hours per response |
10.4 | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Primus Telecommunications Group, Inc.
| (Name of Issuer) |
Common Stock
| (Title of Class of Securities) |
741929103
| (CUSIP Number) |
December 31, 2008
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x 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 the disclosures provided in a prior cover page. |
The information required in 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).
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (2-02)
Page 1 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
2,040 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
2,040 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,040 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.001% |
|||
| 12 | TYPE OF REPORTING PERSON*
IA |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Combined 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
IA |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Combined 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
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 13
| CUSIP No. 741929103
|
13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Combined Fund, 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 5 of 13
| CUSIP No. 741929103
|
13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Combined Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 6 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Hedged High Yield 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
IA |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 7 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Hedged High Yield 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
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 8 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Hedged High Yield Fund, 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 |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
PN |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 9 of 13
| CUSIP No. 741929103 | 13G |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Whitebox Hedged High Yield Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
5 SOLE VOTING POWER
0 | |
| 6 SHARED VOTING POWER
0 | ||
| 7 SOLE DISPOSITIVE POWER
0 | ||
| 8 SHARED DISPOSITIVE POWER
0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4) |
|||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0 |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 10 of 13
| Item 1. | (a) |
Name of Issuer | ||||||||||
| Primus Telecommunications Group, Inc. (the “Company”) | ||||||||||||
| (b) |
Address of Issuer’s Principal Executive Offices | |||||||||||
| 7901 Jones Branch Drive, Suite 900 McLean, VA 22102 |
||||||||||||
| Item 2. | (a) |
Name of Person Filing | ||||||||||
| This statement is filed by: | ||||||||||||
| (i) |
Whitebox Advisors, LLC, a Delaware limited liability company (“WA”); | |||||||||||
| (b) |
Address of Principal Business Office or, if none, Residence | |||||||||||
| The address of the business office of WA, WCA, WCFLP, WHHYA and WHHYFLP is: | ||||||||||||
| 3033 Excelsior Boulevard Suite 300 Minneapolis, MN 55416 | ||||||||||||
| (c) |
Citizenship | |||||||||||
| WA | ||||||||||||
| (d) |
Title of Class of Securities | |||||||||||
| Common Stock | ||||||||||||
| (e) |
CUSIP Number | |||||||||||
| 741929103 | ||||||||||||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act. | ||||||||||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act. | ||||||||||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act. | ||||||||||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940. | ||||||||||
| (e) | x | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G). | ||||||||||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. | ||||||||||
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||||||||||
| In addition to the investment advisers on behalf of whom this statement is filed pursuant to § 240.13d-1(b), this statement is also filed on behalf of the following persons pursuant to § 240.13d-1(c): WCFLP, WHHYFLP, WCP, WHHYP, WCFLTD, and WHHYFLTD. | ||||||||||||
Page 11 of 13
| Item 4. | Ownership | |||||||||
| (a) | Amount Beneficially Owned | |||||||||
| WA, acting as investment adviser to its clients, is deemed to beneficially own 2,040 shares of Common Stock of the Company. | ||||||||||
| (b) | Percent of Class | |||||||||
| WA is deemed to beneficially own .001% of the Company’s Common Stock. | ||||||||||
| The percentage of Common Stock reportedly owned by each entity herein is based on 142,632,000 shares of outstanding Common Stock of the Company, which is the total number of shares issued and outstanding on 10/31/2008. | ||||||||||
| (c) | Number of shares as to which such person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| WA has shared voting power with respect to 2,040 shares of the Company’s Common Stock. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| WA has shared power to direct the disposition of 2,040 shares of the Company’s Common Stock. | ||||||||||
| Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1). | ||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class | |||||||||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | ||||||||||
| Not Applicable | ||||||||||
| Instruction. Dissolution of a group requires a response to this item. | ||||||||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||||||||
| Not Applicable | ||||||||||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. | |||||||||
| Not Applicable | ||||||||||
| Item 8. | Identification and Classification of Members of the Group | |||||||||
| See Item 2 | ||||||||||
| Item 9. | Notice of Dissolution of Group | |||||||||
| Not Applicable | ||||||||||
| Item 10. | Certification | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. | ||||||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 26, 2009 |
| Date |
| /s/ Jonathan D. Wood |
| Signature |
| Jonathan D. Wood, Chief Operating Officer of Whitebox Advisors, LLC, on behalf of Whitebox Convertible Arbitrage Advisors, LLC, Whitebox Diversified Convertible Arbitrage Advisors, LLC, and Whitebox Hedged High Yield Advisors, LLC |
| Name/Title |
Page 12 of 13
By signing below I certify that, to the best of my 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 26, 2009 |
| Date |
| /s/ Jonathan D. Wood |
| Signature |
| Jonathan D. Wood, Chief Operating Officer of Whitebox Advisors, LLC, on behalf of Whitebox Convertible Arbitrage Partners, L.P., Whitebox Convertible Arbitrage Fund, L.P., Whitebox Convertible Arbitrage Fund, Ltd., Whitebox Diversified Convertible Arbitrage Partners, L.P., Whitebox Diversified Convertible Arbitrage Fund, L.P., Whitebox Diversified Convertible Arbitrage Fund, Ltd., Whitebox Hedged High Yield Partners, L.P., Whitebox Hedged High Yield Fund, L.P., and Whitebox Hedged High Yield Fund, Ltd. |
| Name/Title |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Page 13 of 13