SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 8, 1998
PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED
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(Exact name of issuer as specified in charter)
Delaware 0-29-092 54-1708481
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1700 Old Meadow Road
McLean, Virginia 22102
(Address of principal executive offices)
(703) 902-2800
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
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As of April 8, 1998, Primus Telecommunications Group, Incorporated
("Primus"), Taurus Acquisition Corporation, a Florida corporation and a wholly-
owned subsidiary of the Company ("TAC"), and TresCom International, Inc., a
Florida corporation ("TresCom"), entered into Amendment No. 1 to Agreement and
Plan of Merger (the "Amendment") which amended the Agreement and Plan of Merger,
dated as of February 3, 1998, by and among Primus, TAC and TresCom (the "Merger
Agreement").
The Amendment conforms the definition of Requisite Stockholder
Approval to correspond with other provisions of the Merger Agreement. The
Amendment is filed as Exhibit 2.1 hereto and is incorporated herein by
reference. The foregoing description of the Amendment is qualified in its
entirety by reference to such Exhibit.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
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2.1 Amendment No. 1 to Agreement and Plan of Merger, by and among Primus
Telecommunications Group, Incorporated, Taurus Acquisition Corporation
and TresCom International, Inc., dated as of April 8, 1998.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PRIMUS TELECOMMUNICATIONS
GROUP, INCORPORATED
s/ Neil L. Hazard
_________________________________
Date: April 9, 1998 By: Neil L. Hazard
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Amendment No. 1 to Agreement and Plan of Merger, by and
among Primus Telecommunications Group, Incorporated, Taurus
Acquisition Corporation and TresCom International, Inc., dated as
of April 8, 1998.
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