-----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, DoiBBAH5XEYF2vuIGp5qs8/iC0HmF2QJCPR/+V1otvy7ZlODx3bR6RoLtdKBX/hv Qp/7LUxJTVsJvPBMN9rkwQ== /in/edgar/work/0000947871-00-000477/0000947871-00-000477.txt : 20000714 0000947871-00-000477.hdr.sgml : 20000714 ACCESSION NUMBER: 0000947871-00-000477 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000713 GROUP MEMBERS: MARQUEE ACQUISITION CORPORATION GROUP MEMBERS: THE THOMSON CORPORATION GROUP MEMBERS: THOMSON CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRIMARK CORP CENTRAL INDEX KEY: 0000356064 STANDARD INDUSTRIAL CLASSIFICATION: [7370 ] IRS NUMBER: 382383282 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-33971 FILM NUMBER: 672102 BUSINESS ADDRESS: STREET 1: 1000 WINTER ST STE 4300N CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 6174666611 MAIL ADDRESS: STREET 1: 1000 WINTER ST STREET 2: STE 4300 NORTH CITY: WALTHAM STATE: MA ZIP: 02451 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THOMSON CORP CENTRAL INDEX KEY: 0001005348 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: METRO CENTER AT ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039698700 MAIL ADDRESS: STREET 1: METRO CENTER AT ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 06902 SC TO-T/A 1 0001.txt AMENDMENT NO. 3 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) ---------- PRIMARK CORPORATION (Name of Subject Company (Issuer)) ---------- MARQUEE ACQUISITION CORPORATION THE THOMSON CORPORATION (Names of Filing Persons (Offerors)) ---------- Common Stock, No Par Value Per Share (Title of Class of Securities) ---------- 741903108 (CUSIP Number of Class of Securities) Michael S. Harris, Esq. The Thomson Corporation Metro Center at One Station Place Stamford Connecticut 06902 Telephone (203) 969-8700 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of filing persons) ---------- Copy to: David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 (212) 848-4000 CALCULATION OF FILING FEE ================================================================================ Transaction Valuation* Amount of Filing Fee** - -------------------------------------------------------------------------------- $913,518,708 $182,703.74 ================================================================================ * Estimated for purposes of calculating the amount of the filing fee only. Calculated by multiplying $38.00, the per share tender offer price, by 24,039,966, the sum of the 20,308,103 currently outstanding shares of Common Stock sought in the Offer and the 3,731,863 shares of Common Stock subject to options that vested as of June 12, 2000. ** Calculated as 1/50 of 1% of the transaction value. |x| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $182,703.74 Filing Party: The Thomson Corporation, Marquee Acquisition Corporation Form or Registration No.: Schedule TO Date Filed: June 14, 2000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |X| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| 1 This Amendment No. 3 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on June 14, 2000 (the "Schedule TO"), by Marquee Acquisition Corporation, a Michigan corporation ("Purchaser") and an indirect wholly owned subsidiary of The Thomson Corporation, a corporation organized under the laws of Ontario, Canada ("Thomson"). The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Common Stock, no par value, including associated common stock purchase rights (together, the "Shares"), of Primark Corporation, a Michigan corporation (the "Company"), at a purchase price of $38.00 per Share, net to each seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 14, 2000 (the "Offer to Purchase") and in the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) to the Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Offer to Purchase or in the Schedule TO. Item 4. Terms of the Transaction. Item 4 of the Schedule TO is hereby amended and supplemented by the following: On July 12, 2000, Thomson issued a press release announcing the extension of the Offer until 12:00 midnight, Eastern Daylight Time, on Friday, August 4, 2000. Thomson also announced that it had been advised by Morgan Stanley Dean Witter, the dealer manager for the Offer, that as of 5:00 p.m., EDT, on July 11, 2000, approximately 8,445,103 Common Shares had been tendered. The foregoing description of the press release which is attached hereto as Exhibit (a)(11) is incorporated by reference herein. Item 12. Materials to Be Filed as Exhibits Item 12 of the Schedule TO is hereby amended and supplemented to include the following information: (a)(11) Press Release issued by Thomson on July 12, 2000 2 After due 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: July 13, 2000 MARQUEE ACQUISITION CORPORATION By: /s/ Michael S. Harris -------------------------------- Name: Michael S. Harris Title: Vice President THE THOMSON CORPORATION By: /s/ Michael S. Harris -------------------------------- Name: Michael S. Harris Title: Senior Vice President and General Counsel 3 EXHIBIT INDEX Exhibit No. (a)(1) Offer to Purchase, dated June 14, 2000.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Notice of Guaranteed Delivery.* (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(5) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Nominees to Clients.* (a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(7) Summary Advertisement as published in The Wall Street Journal on June 14, 2000.* (a)(8) Joint Press Release issued by Thomson and the Company on June 5, 2000.* (a)(9) Press Release issued by Thomson on June 22, 2000.** (a)(10) Joint Press Release issued by Thomson and the Company on June 28, 2000.*** (a)(11) Press Release issued by Thomson on July 12, 2000. (b) None. (c) None. (d)(1) Agreement and Plan of Merger, dated as of June 5, 2000, among Thomson, Purchaser and the Company.* (d)(2) Confidentiality Agreement dated April 4, 2000, between Thomson and the Company.* (d)(3) Shareholders Agreement, dated June 5, 2000, among Thomson, Purchaser, Joseph E. Kasputys, Stephen H. Curran and Michael R. Kargula.* (d)(4) Guarantee, dated June 5, 2000, of Thomson in favor of Joseph E. Kasputys.* (d)(5) Letter Agreement, dated June 5, 2000, between Primark Corporation and Stephen H. Curran.* (d)(6) Letter Agreement, dated June 5, 2000, between Primark Corporation and Michael R. Kargula.* (d)(7) Letter Agreement, dated June 5, 2000, between Primark Corporation and Joseph E. Kasputys.* (g) None. (h) None. - ----------- * Incorporated by reference to Thomson's Schedule TO, filed June 14, 2000. ** Incorporated by reference to Thomson's Schedule TO/A, filed June 23, 2000 *** Incorporated by reference to Thomson's Schedule TO/A, filed June 28, 2000. 4 EX-99 2 0002.txt PRESS RELEASE Exhibit (a)(11) - Press Release issued by Thomson on July 12, 2000. The Thomson Corporation [LOGO] Toronto Dominion Bank Tower, Suite 2706 PO Box 24, Toronto-Dominion Centre Toronto, Ontario M5K 1A1 Tel (416) 360-8700 Fax (416) 360-8812 www.thomson.com News Release Investor Contact: Media Contact: - ---------------- ------------- John Kechejian Janey Loyd Vice President, Investor Relations Vice President, Corporate Communications (203) 969-8700 (203) 969-8700 john.kechejian@thomson.com janey.loyd@thomson.com For Immediate Release - -------------------------------------------------------------------------------- THE THOMSON CORPORATION EXTENDS ITS EQUITY AND DEBT TENDER OFFERS FOR PRIMARK - -------------------------------------------------------------------------------- TORONTO, ONTARIO, July 12, 2000 - The Thomson Corporation (TSE: TOC) announced today that Marquee Acquisition Corporation ("Marquee"), a wholly owned subsidiary of Thomson, is extending its offer to acquire all outstanding shares of common stock of Primark Corporation until Friday, August 4, 2000 at 12:00 midnight Eastern Daylight Time (EDT). The offer to acquire the common stock of Primark was previously scheduled to expire at 12:00 midnight EDT on Wednesday, July 12, 2000. In addition, Thomson announced that Marquee is extending its offer to acquire all of the outstanding Primark 9 1/4% Senior Subordinated Notes due 2008 (the "Notes") until Monday, August 7, 2000 at 12:00 midnight EDT. The offer to acquire the Notes was previously scheduled to expire at 5:00 p.m. EDT on Thursday, July 20, 2000. Thomson and Primark previously announced that they had each received requests for additional information and documentary material from the Antitrust Division of the Department of Justice (DOJ) following the DOJ's routine review of the proposed acquisition of Primark by Thomson. The waiting period under the Hart-Scott-Rodino Act will expire ten days after Thomson substantially complies with the DOJ's request. Based on the latest count of tendered shares and Notes, as of 5:00 p.m. EDT on July 11, 2000, 8,445,103 shares of Primark common stock (constituting 41.6% of the outstanding common stock) had been tendered and not withdrawn, and US$149.9 million in the aggregate principal amount of the Notes (constituting 99.9% of the outstanding Notes) had been tendered and not withdrawn. After the receipt by Marquee of the requisite consents pursuant to its Offer to Purchase the Notes and related Consent Solicitation, Primark and State Street Bank and Trust Company, as trustee, have executed a supplemental indenture today amending the indenture dated December 21, 1998 governing the Notes. The provisions of the supplemental indenture will not become operative unless and until Marquee accepts for payment the Notes that have been validly tendered and not withdrawn prior to August 7, 2000. The tender offer for the Primark common stock is being made through, and the foregoing announcement is qualified in its entirety by reference to, Marquee's Offer to Purchase dated June 14, 2000, and the related letter of transmittal. The tender offer for the Notes is being made through, and the foregoing announcement is qualified in its entirety by reference to, Marquee's Offer to Purchase and Consent Solicitation Statement dated June 22, 2000, and the related letter of transmittal. Primark stockholders and noteholders should read the applicable Offer to Purchase and related letter of transmittal in their entirety prior to making any decision as to the respective tender offers. The Thomson Corporation (www.thomson.com), with 1999 revenues of US$5.8 billion, is a leading, global e-information and solutions company in the business and professional marketplace. Thomson's common shares are listed on the Toronto and London Stock Exchanges. # # # -----END PRIVACY-ENHANCED MESSAGE-----