UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
741929301
(CUSIP Number)
December 31, 2009
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o |
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Rule 13d-1(b) |
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x |
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Rule 13d-1(c) |
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o |
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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 on 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).
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CUSIP No.741929301 |
13G |
Page 2 of 8 Pages |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CR Intrinsic Investors, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF BY WITH |
5 |
SOLE VOTING POWER
0
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6 |
SHARED VOTING POWER
0 (see Item 4)
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7 |
SOLE DISPOSITIVE POWER
0
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8 |
SHARED DISPOSITIVE POWER
0 (see Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (see Item 4)
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12 |
TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No.741929301 |
13G |
Page 3 of 8 Pages |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CR Intrinsic Investments, LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Anguilla, British West Indies
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NUMBER OF BY WITH |
5 |
SOLE VOTING POWER
0
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6 |
SHARED VOTING POWER
0 (see Item 4)
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7 |
SOLE DISPOSITIVE POWER
0
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8 |
SHARED DISPOSITIVE POWER
0 (see Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (see Item 4)
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12 |
TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTION BEFORE FILLING OUT
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CUSIP No.741929301 |
13G |
Page 4 of 8 Pages |
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Cohen |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF BY WITH |
5 |
SOLE VOTING POWER
0
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6 |
SHARED VOTING POWER
0 (see Item 4)
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7 |
SOLE DISPOSITIVE POWER
0
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8 |
SHARED DISPOSITIVE POWER
0 (see Item 4)
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (see Item 4)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (see Item 4)
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12 |
TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT
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Item 1(a) |
Name of Issuer: |
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Primus Telecommunications Group, Incorporated |
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Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
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7901 Jones Branch Drive, Suite 900, McLean, VA 22102 |
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Items 2(a) |
Name of Person Filing: |
This statement is filed by: (i) CR Intrinsic Investors, LLC (“CR Intrinsic Investors”) with respect to shares of common stock, par value $0.01 per share (“Shares”) of the Issuer beneficially owned by CR Intrinsic Investments, LLC (“CR Intrinsic Investments”); (ii) CR Intrinsic Investments with respect to Shares beneficially owned by it; and (iii) Steven A. Cohen with respect to Shares beneficially owned by CR Intrinsic Investors and CR Intrinsic Investments.
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Item 2(b) |
Address of Principal Business Office: |
The address of the principal business office of (i) CR Intrinsic Investors and Mr. Cohen is 72 Cummings Point Road, Stamford, Connecticut 06902; and (ii) CR Intrinsic Investments is Box 174, Mitchell House, The Valley, Anguilla, British West Indies.
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Item 2(c) |
Citizenship: |
CR Intrinsic Investors is a Delaware limited liability company. CR Intrinsic Investments is an Anguillan limited liability company. Mr. Cohen is a United States citizen.
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Item 2(d) |
Title of Class of Securities: |
Common Stock, par value $0.01 per share
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Item 2(e) |
CUSIP Number: |
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741929301 |
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Item 3 |
Not Applicable |
Page 5 of 8
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Item 4 |
Ownership: |
As of the close of business on December 31, 2009:
1. CR Intrinsic Investors, LLC
(a) Amount beneficially owned:-0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
2. CR Intrinsic Investments, LLC
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
3. Steven A. Cohen
(a) Amount beneficially owned: -0-
(b) Percent of class: 0%
(c)(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
CR Intrinsic Investors and Mr. Cohen do not directly own any Shares. Pursuant to an investment management agreement, CR Intrinsic Investors maintains investment and voting power with respect to the securities held by CR Intrinsic Investments. Mr. Cohen controls CR Intrinsic Investors. Each of CR Intrinsic Investors and Mr. Cohen disclaims beneficial ownership of any of the securities covered by this statement.
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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. x
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Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
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Item 7 |
Identification and Classification of the |
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Subsidiary Which Acquired the Security Being |
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Reported on By the Parent Holding Company: |
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Not Applicable |
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Item 8 |
Identification and Classification of Members |
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of the Group: |
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Not Applicable |
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Item 9 |
Notice of Dissolution of Group: |
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Not Applicable |
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Item 10 |
Certification: |
By signing below the signatory certifies that, to the best of his 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.
Dated: February 16, 2010
CR INTRINSIC INVESTORS, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
CR INTRINSIC INVESTMENTS, LLC
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person
STEVEN A. COHEN
By: /s/ Peter Nussbaum
Name: Peter Nussbaum
Title: Authorized Person