Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E2i28On7Lqj46oUB12wgssF7Hcju5HCdXN/eFNj17DNc0F4OuEGa6r4z1KmYJd9z wtUk791zdXE1XSyCc65Bow== 0001193125-04-169300.txt : 20041012 0001193125-04-169300.hdr.sgml : 20041011 20041008184911 ACCESSION NUMBER: 0001193125-04-169300 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041012 DATE AS OF CHANGE: 20041008 GROUP MEMBERS: PACIFIC CORPORATE GROUP HOLDINGS, LLC GROUP MEMBERS: PCG CORPORATE PARTNERS INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS GUARANTY LTD CENTRAL INDEX KEY: 0001170593 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80079 FILM NUMBER: 041073001 BUSINESS ADDRESS: STREET 1: C/O PRIMUS ASSET MANAGEMENT INC STREET 2: 360 MADISON AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126972227 MAIL ADDRESS: STREET 1: C/O PRIMUS ASSET MANAGEMENT INC STREET 2: 360 MADISON AVE 23RD FL CITY: NEW YORK STATE: NY ZIP: 10017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CalPERS/PCG Corporate Partners, LLC CENTRAL INDEX KEY: 0001304487 IRS NUMBER: 330951436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 PROSPECT STREET STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037-3608 BUSINESS PHONE: (858) 456-6000 MAIL ADDRESS: STREET 1: 1200 PROSPECT STREET STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037-3608 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

(Amendment No. )

Primus Guaranty, Ltd.

(Name of Issuer)

Common Shares, par value $0.08 per share

(Title of Class of Securities)

G72457107

(CUSIP Number)

October 5, 2004

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ 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.


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CalPERS/PCG Corporate Partners, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

5,582,585

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

5,582,585


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,582,585
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.1%
12.	TYPE OF REPORTING PERSON* OO (Limited Liability Company)


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PCG Corporate Partners Investments LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

5,582,585

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

5,582,585


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,582,585
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.1%
12.	TYPE OF REPORTING PERSON* OO (Limited Liability Company)


1.		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pacific Corporate Group Holdings, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
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

6. SHARED VOTING POWER

5,582,585

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

5,582,585


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,582,585
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 13.1%
12.	TYPE OF REPORTING PERSON* OO (Limited Liability Company)

Item 1

(a).

Name of Issuer

Primus Guaranty, Ltd. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices

Clarendon House, 2 Church Street

Hamilton HM 11, Bermuda

Item 2

(a).

Name of Person Filing

CalPERS/PCG Corporate Partners, LLC (“CalPERS/PCG”), PCG Corporate Partners Investments LLC (“PCG”) and Pacific Corporate Group Holdings, LLC (“Pacific Corporate Group”).

CalPERS/PCG is the record owner of 5,582,858 shares of the Issuer’s Common Shares, par value $0.08 per share (the “Common Shares”). PCG, a wholly owned subsidiary of Pacific Corporate Group, is the manager of CalPERS/PCG. As a result of their relationship with CalPERS/PCG, each of PCG and Pacific Corporate Group may be deemed to have shared voting and investment power with respect to the Common Shares beneficially owned by CalPERS/PCG. PCG and Pacific Corporate Group, however, disclaim beneficial ownership of such Common Shares.

Item 2

(b).

Address of Principal Business Office, or, if None, Residence

1200 Prospect Street, Suite 200

La Jolla, California 92037

Item 2

(c).

Citizenship

Delaware

Item 2

(d).

Title of Class of Securities

This statement relates to the Issuer’s Common Shares, par value $0.08 per share.

Item 2

(e).

CUSIP Number

G72457107

Item 3.

Not Applicable.

Item 4.

Ownership

(a)

Amount Beneficially Owned: 5,582,585

The number of shares reported as beneficially owned above is as of October 7, 2004. PCG and Pacific Corporate Group expressly disclaim beneficial ownership of the Common Shares beneficially owned by CalPERS/PCG.

(b)

Percent of Class: 13.1%

This figure is calculated based on 42,787,843 Common Shares issued and outstanding as of October 5, 2004, the completion date of the Issuer’s IPO, as reported in the Issuer’s Amendment to it’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”) on September 29, 2004 (File No. 333-114818).



(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:

		5,582,585

	(iii)	Sole power to dispose or to direct the disposition of:

		0

	(iv)	Shared power to dispose or to direct the disposition of:

		5,582,585



Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable.

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

		Not Applicable.

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 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 the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of October 7, 2004


CalPERS/PCG Corporate Partners, LLC

By:	PCG Corporate Partners Investments LLC,
	its Manager

	By:	Pacific Corporate Group Holdings, LLC,
		its Managing Member

By:	/s/ Philip Posner
Name:	Philip Posner
Title:	Managing Director/CFO

PCG Corporate Partners Investments LLC

By:	Pacific Corporate Group Holdings, LLC,
	its Managing Member

By:	/s/ Philip Posner
Name:	Philip Posner
Title:	Managing Director/CFO

Pacific Corporate Group Holdings, LLC

By:	/s/ Philip Posner
Name:	Philip Posner
Title:	Managing Director/CFO

Exhibit Index


Exhibit No.		Description
1		Joint Filing Agreement, dated October 7, 2004.

2		Power of Attorney, dated October 7, 2004.

EX-1 2 dex1.htm JOINT FILING AGREEMENT Joint Filing Agreement

Exhibit 1

Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13G filed on or about this date, and any amendments thereto, with respect to beneficial ownership by the undersigned of Common Shares, par value $0.08 per share, of Primus Guaranty, Ltd., a Bermuda company, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G, and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


CalPERS/PCG Corporate Partners, LLC

By:	PCG Corporate Partners Investments LLC
	Its Manager

By:	Pacific Corporate Group Holdings, LLC
	Its Managing Member

	By:	/s/Philip Posner	Date: October 7, 2004
	Name:	Philip Posner
	Title:	Managing Director/CFO

PCG Corporate Partners Investments LLC

By:	Pacific Corporate Group Holdings, LLC
	Its Managing Member

	By:	/s/ Philip Posner	Date: October 7, 2004
	Name:	Philip Posner
	Title:	Managing Director/CFO

Pacific Corporate Group Holdings, LLC

	By:	/s/ Philip Posner	Date: October 7, 2004
	Name:	Philip Posner
	Title:	Managing Director/CFO

EX-2 3 dex2.htm POWER OF ATTORNEY Power of Attorney

Exhibit 2

Power Of Attorney

Know all by these presents, that each of the undersigned hereby constitutes and appoints Jose A. Fernandez and Dawn Duffy, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or beneficial owner of Common Shares of Primus Guaranty, Ltd. (the “Issuer”), the Statement on Schedule 13G, including any amendments thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute the Statement on Schedule 13G, including any amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grant to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Issuer assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Act of 1934, as amended.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file amendments to the Statement on Schedule 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Issuer, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of the date set forth below.


CalPERS/PCG Corporate Partners, LLC

By:	PCG Corporate Partners Investments LLC
	Its Manager

	By:	Pacific Corporate Group Holdings, LLC
		Its Managing Member

By:	/s/ Philip Posner		Date: October 7, 2004
Name:	Philip Posner
Title:	Managing Director/CFO

PCG Corporate Partners Investments LLC

By:	Pacific Corporate Group Holdings, LLC
	Its Managing Member

By:	/s/ Philip Posner		Date: October 7, 2004
Name:	Philip Posner
Title:	Managing Director/CFO

Pacific Corporate Group Holdings, LLC

By:	/s/ Philip Posner		Date: October 7, 2004
Name:	Philip Posner
Title:	Managing Director/CFO

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