Filed Pursuant to Rule 424(b)(3) and (c) File Number 333-39096 PROSPECTUS SUPPLEMENT NO. 1 DATED OCTOBER 4, 2000 to Prospectus Dated July 13, 2000 PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED $300,000,000 5 3/4% Convertible Subordinated Debentures due February 15, 2007 and 6,025,149 Shares of Common Stock Issuable Upon Conversion of the Notes This prospectus supplement supplements the prospectus dated July 13, 2000 of Primus Telecommunications Group, Incorporated relating to the public offering and sale by selling security holders described below. This prospectus supplement contains information on ownership of principal amount of notes beneficially owned and offered and shares of our common stock issuable upon conversion of the notes. This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus. SELLING SECURITY HOLDERS The table on pages 64, 65, 66, 67, 68 and 69 of the prospectus setting forth information concerning the selling security holders is amended by the addition of the following information to that table: SELLING SECURITY PRINCIPAL AMOUNT OF COMMON STOCK HOLDER NOTES BENEFICIALLY OWNED ISSUABLE UPON AND OFFERED (1) CONVERSION OF THE NOTES (1) Alta Partners $2,000,000 40,167.66 Holdings, LDC Bear, Stearns & Co. $1,000,000 20,083.83 Inc. AXP Bond Fund, Inc. $95,000 1,907.96 AXP Variable $1,360,000 27,314.01 Portfolio Bond FundAXP Variable $1,555,000 31,230.36 Portfolio Managed Fund BNP Arbitrage SNC $6,800,000 136,570.04 CIBC World Markets $3,595,000 72,201.37 JMG Capital Partners $9,550,000 191,800.57 LP JMG Triton Offshore $7,900,000 158,662.25 Fund, Ltd. J.P. Morgan $4,000,000 80,335.32 Securities, Inc. Lydian Overseas $1,500,000 30,125.74 Partners Master Fund Morgan Stanley & Co. $6,000,000 120,502.97 New York Life $9,500,000 190,796.38 Insurance Company New York Life $1,000,000 20,083.83 Insurance and Annuity Corporation Sage Capital $2,100,000 42,176.04 (1) Amounts indicated may be in excess of the total amount registered due to sales or transfers exempt from the registration requirements of the Securities Act since the date upon which the selling holders provided to us in the information regarding their notes. (2) Amounts listed are in addition to the principal amount of notes beneficially owned and offered by the selling holder already included in the prospectus. Information concerning the selling holders may change from time to time and any changed information will be set forth in supplements to this prospectus if and when necessary. In addition, the conversion rate and therefore, the number of shares of common stock issuable upon conversion of the notes, is subject to adjustment under certain circumstances. Accordingly, the aggregate principal amount of notes and the number of shares of common stock into which the notes are convertible may increase or decrease. -2-