-----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, L5sDNRkUhiJNQfVd7x/Zo4GyzvUsuopwzNd8m5UNOANG9/xMOa+CIiFOSF4UC+zu 6908rqjvxTgEiDg/NdzJ7g== 0001209191-03-033938.txt : 20031208 0001209191-03-033938.hdr.sgml : 20031208 20031208133523 ACCESSION NUMBER: 0001209191-03-033938 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20031104 FILED AS OF DATE: 20031208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRIMUS TELECOMMUNICATIONS GROUP INC CENTRAL INDEX KEY: 0001006837 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541708481 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1700 OLD MEADOW ROAD STREET 2: STE 300 CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7039022800 MAIL ADDRESS: STREET 1: 8180 GREENSBORO DR STREET 2: SUITE 1100 CITY: MCLEAN STATE: VA ZIP: 22102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AMERICAN INTERNATIONAL GROUP INC CENTRAL INDEX KEY: 0000005272 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29092 FILM NUMBER: 031042142 BUSINESS ADDRESS: STREET 1: 70 PINE ST CITY: NEW YORK STATE: NY ZIP: 10270 BUSINESS PHONE: 2127707000 MAIL ADDRESS: STREET 1: 70 PINE STREET CITY: NEW YORK STATE: NY ZIP: 10270 FORMER NAME: FORMER CONFORMED NAME: AMERICAN INTERNATIONAL ENTERPRISES INC DATE OF NAME CHANGE: 19700507 4 1 bny92125_bnyaig05.xml MAIN DOCUMENT DESCRIPTION X0201 42003-11-040 0001006837 PRIMUS TELECOMMUNICATIONS GROUP INC PRTL 0000005272 AMERICAN INTERNATIONAL GROUP INC 70 PINE STREET NEW YORK NY 10270 0011See Remarks and FootnotesCommon Stock2003-11-044C0107700040A10770004ISee FootnotesCommon Stock2003-11-044C097393040A9739304ISee FootnotesCommon Stock2003-11-044C010307000A1030700ISee FootnotesCommon Stock2003-11-214S025000008.50D8270004ISee FootnotesCommon Stock2003-11-214S022607488.50D7478556ISee FootnotesCommon Stock2003-11-214S02392528.50D791448ISee FootnotesSeries C Convertible Preferred Stock2003-11-044C02666430DCommon Stock107700040ISee FootnotesSeries C Convertible Preferred Stock2003-11-044C02411250DCommon Stock97393040ISee FootnotesSeries C Convertible Preferred Stock2003-11-044C0255180DCommon Stock10307000ISee FootnotesOn November 4, 2003, the shares of Series C Convertible Preferred Stock (the "Preferred Stock") reflected in Table II, item 5 were converted (the "Conversions") into shares of the Issuer's common stock (the "Common Stock") based on a conversion ratio of 40.3911 shares of Common Stock per share of Preferred Stock. Such Conversions were at no cost and were effected pursuant to the optional conversion provisions of the Certificate of Designation in respect of the Preferred Stock on file with the Secretary of State of the State of Delaware.Following the Conversions reported on this Statement of Changes in Beneficial Ownership, AIGGSEF directly held 10,770,004 shares of Common Stock representing in excess of ten percent of the Issuer's common stock. Following the sales reported on this Statement of Changes in Beneficial Ownership, AIGGSEF directly holds 8,270,004 shares of Common Stock representing l ess than ten percent of the Issuer's common stock. By virtue of the relationships described in the Remarks section, each of AIGGSEFGP, AIGGSEFI, AIGCP, AIGGIG and AIG may be deemed to be the beneficial owner of the shares of Common Stock held by AIGGSEF and therefore may be deemed to indirectly hold the shares of Common Stock held by AIGGSEF. Following the Conversions reported on this Statement of Changes in Beneficial Ownership, AIGGEM directly held 9,739,304 shares of Common Stock representing in excess of ten percent of the Issuer's common stock. Following the sales reported on this Statement of Changes in Beneficial Ownership, AIGGEM directly holds 7,478,556 shares of Common Stock representing less than ten percent of the Issuer's common stock. By virtue of the relationships described in the Remarks section above, each of AIGCMC, AIGAMS, AIGGIG and AIG may be deemed to be the beneficial owner of the shares of Common Stock held by AIGGEM and therefore may be deemed to indi rectly hold the shares of Common Stock held by AIGGEM. Following the Conversions reported on this Statement of Changes in Beneficial Ownership, GEM Parallel directly held 1,030,700 shares of Common Stock representing less than ten percent of the Issuer's common stock. Following the sales reported on this Statement of Beneficial Ownership, GEM Parallel directly holds 791,448 shares of Common Stock representing less than ten percent of the Issuer's common stock. By virtue of the relationships described in the Remarks section, each of AIGCMC, AIGAMS, AIGGIG and AIG may be deemed to be the beneficial owner of the shares of Common Stock held by GEM Parallel and therefore may be deemed to indirectly hold the shares of Common Stock held by GEM Parallel. The Reporting Persons may also be deemed to constitute a "group" within the meaning of the Securities Exchange Act of 1934, as amended, and the rules promulgated pursuant thereto. Accordingly, each Report ing Person may be deemed to beneficially own the shares of Common Stock held directly by each of AIGGSEF, AIGGEM and GEM Parallel. The shares of Common Stock reported herein represent the entire amount of Common Stock held directly by each of AIGGSEF, AIGGEM and GEM Parallel. Each Reporting Person other than AIGGSEF, AIGGEM and GEM Parallel disclaims beneficial ownership of the Common Stock held directly by each of AIGGSEF, AIGGEM and GEM Parallel except to the extent of their respective pecuniary interest, if any, therein. AIGGSEF disclaims beneficial ownership of the Common Stock held directly by AIGGEM and GEM Parallel. AIGGEM disclaims beneficial ownership of the Common Stock held directly by AIGGSEF and GEM Parallel. GEM Parallel disclaims beneficial ownership of the Common Stock held directly by AIGGSEF and AIGGEM.There was no expiration date by which the Preferred Stock had to be converted into Common Stock. This Statement of Changes in Beneficial Ownership is being filed on behalf of each of the following entities (collectively, the "Reporting Persons"): AIG Global Sports and Entertainment Fund, L.P., a Cayman Islands limited partnership ("AIGGSEF"), having its principal office at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands; AIG GSEF, L.P., a Cayman Islands limited partnership ("AIGGSEFGP"), having its principal office at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, is the sole general partner of AIGGSEF; AIG GSEF Investments, Ltd., a Cayman Islands limited company ("AIGGSEFI"), having its principal office at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, is the sole general partner of AIGGSEFGP; AIG Capital Partners, Inc., a Delaware corporation ("AIGCP"), having its principal office at 175 Water Street, New York, NY 10038, is the sole shareholder of AIGGSEFI; AIG Global Emerging Markets Fund, L.L.C., a Delaware li mited liability company ("AIGGEM"), having its principal office at 175 Water Street, New York, NY 10038; GEM Parallel Fund, L.P., a Delaware limited partnership ("GEM Parallel"), having its principal office at 175 Water Street, New York, NY 10038; AIG Capital Management Corp., a Delaware corporation ("AIGCMC"), having its principal office at 70 Pine Street, New York, NY 10270, is the sole managing member of AIGGEM and the sole general partner of GEM Parallel; AIG Asset Management Services, Inc., a Delaware corporation ("AIGAMS"), having its principal office at 70 Pine Street, New York, NY 10270, is the sole shareholder of AIGCMC; AIG Global Investment Group, Inc., a Delaware corporation ("AIGGIG"), having its principal office at 70 Pine Street, New York, NY 10270, is the sole shareholder of AIGCP and AIGAMS; and American International Group, Inc., a Delaware corporation ("AIG"), is the sole shareholder of AIGGIG. American International Group, Inc. By: /s/ Win J Neuger Name: Win J. Neuger Title: Executive Vice President & Chief Investment Officer2003-12-08 -----END PRIVACY-ENHANCED MESSAGE-----