-----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, SG4lpOymwseHtuxpgu8DoqJDVKKLdhhO5LSkIsaxnalN2zwk+pzSx0KUukhXWPab pdaYHVhJz2lAdAIxP0ywIw== /in/edgar/work/20000913/0000947871-00-000602/0000947871-00-000602.txt : 20000922 0000947871-00-000602.hdr.sgml : 20000922 ACCESSION NUMBER: 0000947871-00-000602 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000913 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: 722199 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. 8 TO SCHEDULE TO AND SCHEDULE 13D - -------------------------------------------------------------------------------- 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. 8) AND SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 1) ---------------------- 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 1 [ ] 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: [X] 2 CUSIP No. 741903108 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person MARQUEE ACQUISITION CORPORATION Tax ID Number: N.A. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) : (b) : - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). : - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Michigan - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF -------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY OWNED BY 19,607,413 EACH -------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON WITH 0 -------------------------------------------- 10 Shared Dispositive Power 19,607,413 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,607,413 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) : - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 96.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- 1 Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person The Thomson Corporation Tax ID Number: 98/0176673 - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (a) : (b) : - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). : - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Ontario, Canada - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 NUMBER OF -------------------------------------------- SHARES 8 Shared Voting Power BENEFICIALLY OWNED BY 19,607,413 EACH -------------------------------------------- REPORTING 9 Sole Dispositive Power PERSON WITH 0 -------------------------------------------- 10 Shared Dispositive Power 19,607,413 - -------------------------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,607,413 - -------------------------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) : - -------------------------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 96.5% - -------------------------------------------------------------------------------- 14 Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 4 This Amendment No. 8 (the "Final 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"). Pursuant to General Instruction H to Schedule TO, this Final Amendment satisfies the reporting requirements of Rule 13(d) of the Act with respect to all securities acquired by the purchaser in 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 8. Interest in Securities of the Subject Company. Item 8 of the Schedule TO is hereby amended and supplemented by the following: At 5:00 p.m., Eastern Daylight Time, on Tuesday, September 12, 2000, the Offer expired. Based on a preliminary count, approximately 19,607,413 Shares were tendered pursuant to the Offer, of which 819,532 were tendered pursuant to notices of guaranteed delivery. Such Shares constituted approximately 96.5% of the outstanding shares. On September 12, 2000, effective as of 5:01 p.m. EDT, all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment. A copy of a press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit (a)(15), which is incorporated by reference herein. 5 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: September 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 6 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.**** (a)(12) Press Release issued by Thomson on August 2, 2000.***** (a)(13) Press Release issued by Thomson on August 30, 2000.****** (a)(14) Press Release issued by Thomson on September 1, 2000.******* (a)(15) Press Release issued by Thomson on September 13, 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. **** Incorporated by reference to Thomson's Schedule TO/A, filed July 13, 2000. ***** Incorporated by reference to Thomson's Schedule TO/A, filed August 2, 2000. ****** Incorporated by reference to Thomson's Schedule TO/A, filed August 30, 2000. ******* Incorporated by reference to Thomson's Schedule TO/A, filed September 1, 2000. 7 EX-99 2 0002.txt PRESS RELEASE Exhibit (a)(15) The Thomson Corporation [LOGO OMITTED] 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 Jason Stewart Director, Public Relations (203) 969-8700 jason.stewart@thomson.com For Immediate Release - -------------------------------------------------------------------------------- THE THOMSON CORPORATION COMPLETES EQUITY TENDER OFFER FOR PRIMARK - -------------------------------------------------------------------------------- TORONTO, ONTARIO, September 13, 2000 -- The Thomson Corporation (TSE: TOC) announced today that Marquee Acquisition Corporation (a wholly-owned subsidiary of Thomson formed solely for the purpose of acquiring Primark's shares) has completed its cash tender offer for all of the outstanding shares of common stock of the Primark Corporation (NYSE/PCX: PMK). The tender offer expired, as scheduled, at 5:00 P.M. Eastern Daylight Time (EDT) on Tuesday, September 12, 2000. Based on a preliminary count, 19,607,413 shares of Primark common stock (constituting approximately 96.5% of the outstanding common stock) had been tendered and not withdrawn. As of 5:00 P.M. EDT on Tuesday, September 12, 2000, US$150 million in the aggregate principal amount of the Primark 9 1/4% Senior Subordinated Notes due 2008 (the "Notes") (constituting 100% of the outstanding Notes) had been tendered and not withdrawn. The offer to acquire all of the outstanding Notes is scheduled to expire on Wednesday, September 13, 2000 at 5:00 p.m. EDT. The total purchase price will be US$1,114.65 per US$1,000 principal amount of Notes, which includes a consent payment of US$10.00. In the proposed second step of the acquisition, Thomson plans to merge Marquee with and into Primark. As a result, each share of Primark common stock not previously purchased in the tender offer will be converted into the right to receive US$38.00 per share. The proposed merger is not subject to the approval of the remaining outstanding shareholders of Primark. -more- 2 of 2 The Thomson Corporation Completes Tender Offer Primark will become part of Thomson Financial, a provider of e-information services and integrated work solutions to the worldwide financial community. Primark (www.primark.com), with 1999 revenues of US$495 million, is a leading provider of financial and economic information products and solutions to financial, corporate and government decision-makers worldwide. With this acquisition, Thomson is taking another significant step toward strengthening its global information offerings, in particular, the content and software applications Thomson provides to the financial services market. Thomson Financial is a US$1.44 billion provider of e-information services and integrated work solutions to the worldwide financial community. Through the widest range of products and services in the industry, Thomson Financial helps clients in more than 70 countries make better decisions, be more productive and achieve superior results. For more information on Thomson Financial visit (www.thomsonfinancial.com). Thomson Financial is part of The Thomson Corporation (www.thomson.com). With 1999 revenues of US$5.8 billion, The Thomson Corporation 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. -30- THIS NEWS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE CORPORATION'S CURRENT EXPECTATIONS AND ASSUMPTIONS, AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER FROM THOSE ANTICIPATED. SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL BUSINESS AND ECONOMIC CONDITIONS AND COMPETITIVE ACTIONS. 2 -----END PRIVACY-ENHANCED MESSAGE-----