8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) October 1, 2007

Commission File Number: 1-11008

CATALINA MARKETING CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	33-0499007
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

200 Carillon Parkway, St. Petersburg, Florida 33716-2325

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (727) 579-5000

N/A

(Former name or former address, if changed since last report):

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On October 1, 2007, Catalina Marketing Corporation (the “Company”) completed its merger (the “Merger”) with Checkout Acquisition Corp. (“Merger Sub”) pursuant to which the Company has been acquired by entities affiliated with Hellman & Friedman Capital Partners VI, L.P.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 5.01 is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the closing of the Merger, the Company notified the New York Stock Exchange (the “NYSE”) on October 1, 2007 that each outstanding share of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), was cancelled and converted into the right to receive $32.50 in cash, without interest and less applicable withholding taxes, and requested that the NYSE file with the Securities and Exchange Commission an application on Form 25 to report that the shares of Company Common Stock are no longer listed on the NYSE. In connection with the completion of the Merger, trading of the Company Common Stock on the NYSE was suspended as of the close of trading on October 1, 2007.

Item 3.03. Material Modification of Rights of Security Holders.

In connection with the Merger, each publicly held outstanding share of Company Common Stock was cancelled and converted into the right to receive $32.50 in cash, without interest and less applicable withholding taxes.

Item 5.01. Changes in Control of Registrant.

On October 1, 2007, pursuant to an Agreement of Merger (the “Merger Agreement”), dated as of April 17, 2007, by and among Checkout Holding Corp. (“Parent”), Merger Sub and the Company, Merger Sub was merged with and into the Company, with the Company being the surviving corporation in the Merger. As a result of the Merger, all publicly held shares of Company Common Stock were cancelled and converted into the right to receive $32.50 in cash per share, without interest and less any applicable withholding taxes, and holders of Company Common Stock, restricted stock, stock options, SARs and stock units became entitled to receive Merger consideration in an aggregate amount of approximately $1.5 billion in cash from Parent. As a result of the Merger, the Company became a wholly owned subsidiary of Parent, a majority of the stock of which is owned by investment funds affiliated with Hellman & Friedman Capital Partners VI, L.P. Parent is financing the consideration to be paid in the Merger through a combination of equity and debt financing.

On October 1, 2007, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as an exhibit hereto and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the Merger, each of Frederick W. Beinecke, Eugene P. Beard, Edward S. Dunn, Jr., Evelyn V. Follit, Peter T. Tattle, Robert G. Tobin and Jeffrey W. Ubben voluntarily resigned from the board of directors of the Company on October 1, 2007. Following the Merger, L. Dick Buell will continue to serve as a member of the board of directors of the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit

Exhibit Number	Description
99.1	Press Release dated October 1, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly authorized and caused the undersigned to sign this report on the registrant’s behalf.

	CATALINA MARKETING CORPORATION
	(Registrant)
October 1, 2007		/s/ Rick P. Frier
	Name:	Rick P. Frier
	Title:	Executive Vice President and Chief Financial Officer
		(Authorized officer of Registrant and principal financial and accounting officer)

EX-99.1

Exhibit 99.1

NEWS

INVESTOR CONTACTS: Chris Ingham Executive Director of Financial Planning (727) 579-5020	FOR IMMEDIATE RELEASE
MEDIA CONTACT FOR CATALINA MARKETING: Nicole Andriso Director, Public Relations (727) 563-5822
MEDIA CONTACT FOR HELLMAN & FRIEDMAN: Steve Bruce/Monica Everett The Abernathy MacGregor Group (212) 371-5999

HELLMAN & FRIEDMAN COMPLETES ACQUISITION OF CATALINA

MARKETING CORPORATION

ST. PETERSBURG, FL, October 1, 2007—Catalina Marketing Corporation (NYSE: POS) today announced the completion of the acquisition of Catalina by entities affiliated with Hellman & Friedman LLC, a private equity investment firm.

Catalina announced on April 17, 2007 a definitive agreement to be acquired by affiliates of Hellman & Friedman in a transaction valued at approximately $1.7 billion. Under terms of the agreement, Catalina shareholders will receive $32.50 per share in cash, without interest, for each share of Catalina common stock held.

“We believe Catalina Marketing is in a great position to focus on future growth initiatives and strategic opportunities as a private company,” said Dick Buell, chief executive officer of Catalina Marketing. “With the financial support of Hellman & Friedman, we are confident that we can accomplish the future plans we have set forth. H&F has extensive knowledge of the marketing and technology arena that will help us continue to build on our established, strong foundation and move the company into the next chapter of growth and development.”

Catalina stock will cease to trade on the New York Stock Exchange at market close today, and will no longer be listed. Catalina has appointed Mellon Investor Services LLC as its paying agent, and, as soon as practicable, will mail a letter of transmittal and instructions to all Catalina shareholders of record. The letter of transmittal and instructions will contain information regarding how to surrender Catalina common stock in exchange for the merger consideration. Shareholders of record should be in receipt of the letter of transmittal before surrendering their shares. Shareholders who hold shares through a bank or broker will not have to take any action to have their shares converted into cash as such conversions will be handled by the bank or broker.

About Hellman & Friedman LLC

Hellman & Friedman LLC is a leading private equity investment firm with offices in San Francisco, New York and London. The Firm focuses on investing in superior business franchises and serving as a value-added partner to management in select industries including media and marketing services, financial services, professional services, asset management, software and information services, and energy. Since its founding in 1984, the Firm has raised and, through its affiliated funds, managed over $16 billion of committed capital and is currently investing its sixth partnership, Hellman & Friedman Capital Partners VI, L.P., with over $8 billion of committed capital. Representative investments in media and marketing services include: DoubleClick Inc, Young & Rubicam Inc, Digitas Inc, The Nielsen Company, and Axel Springer AG.

About Catalina Marketing Corporation

Based in St. Petersburg, FL, Catalina Marketing Corporation (www.catalinamarketing.com) was founded over 20 years ago based on the premise that targeting communications based on actual purchase behavior would generate more effective consumer response. Today, Catalina Marketing combines unparalleled insight into consumer behavior with dynamic consumer access. This combination of insight and access provides marketers with the ability to execute behavior-based marketing programs, ensuring that the right consumer receives the right message at exactly the right time. Catalina Marketing offers an array of behavior-based promotional messaging, loyalty programs and direct-to-patient information. Personally identifiable data that may be collected from the company’s targeted marketing programs, as well as its research programs, are never sold or provided to any outside party without the express permission of the consumer.

Cautionary Statement

This press release contains forward-looking statements based on estimates and assumptions. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors and other risks are detailed in Catalina’s current filings with the Securities and Exchange Commission, including Catalina’s most recent filings on Forms 8-K, 10-Q and 10-K. Catalina undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Catalina and the Catalina logo are trademarks or registered trademarks of Catalina Marketing Corporation or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.