-----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, RNeDnLWEk3nDVJgBlKSHue/gvhCAnOphh7XdI9n0q5iCyb490FiwRfwvExm7n2uW p5VBDNKdRsABa1ZR4BRQlA== 0000009749-98-000035.txt : 19980218 0000009749-98-000035.hdr.sgml : 19980218 ACCESSION NUMBER: 0000009749-98-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980217 SROS: AMEX SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMARK INTERNATIONAL INC CENTRAL INDEX KEY: 0000800575 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363461320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-37877 FILM NUMBER: 98541744 BUSINESS ADDRESS: STREET 1: 1717 DEERFIELD RD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 7084056000 MAIL ADDRESS: STREET 1: 1717 DEERFIELD RD CITY: DEERFIELD STATE: IL ZIP: 60015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13G/A 1 PREMARK INTERNATIONAL INC. 13-G FILING BANKERS TRUST NEW YORK CORPORATION One Bankers Trust Plaza New York, New York 10006 Damian P. Reitemeyer Vice President Telephone: (212) 250-4599 February 17, 1998 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on Premark International Inc Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR-Link System software, by E-Mail confirmation. Sincerely, Damian P. Reitemeyer Enclosures SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Premark International Inc _______________________________________ NAME OF ISSUER: Common Stock (Par Value $1.00) _______________________________________ TITLE OF CLASS OF SECURITIES 740459102 _______________________________________ CUSIP NUMBER Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 740459102 Page 2 of 8 Pages 1.NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation and its wholly-owned subsidiary, Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor 13-6180473 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Both Bankers Trust New York Corporation and Bankers Trust Company are New York Corporations NUMBER OF 5. SOLE VOTING POWER SHARES Bankers Trust Company 177,350 shares BENEFICIALLY 6. SHARED VOTING POWER OWNED BY Bankers Trust Company 0 shares EACH 7. SOLE DISPOSITIVE POWER REPORTING Bankers Trust Company 525,828 shares PERSON 8. SHARED DISPOSITIVE POWER WITH Bankers Trust Company 0 shares 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Bankers Trust Company 525,828 shares 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [X] CUSIP No. 740459102 Page 3 of 8 Pages 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 Bankers Trust Company 0.85% 12.TYPE OF REPORTING PERSON * Bankers Trust New York Corporation - HC Bankers Trust Company - BK CUSIP No. 740459102 Page 4 of 8 Pages DISCLAIMER OF BENEFICIAL OWNERSHIP THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE "BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET FORTH IN ITEM 4(a)(ii) HEREOF. Item 1(a) NAME OF ISSUER: Premark International Inc Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 1717 Deerfield Road Deerfield, IL 60015 Item 2(a) NAME OF PERSON FILING: Bankers Trust New York Corporation, and its wholly-owned subsidiary, Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor. Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 130 Liberty Street New York, New York 10006 Item 2(c) CITIZENSHIP: Bankers Trust New York Corporation and Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor, are both corporations incorporated in the State of New York with their principal business offices located in New York. CUSIP No. 740459102 Page 5 of 8 Pages Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock (Par Value $1.00) of Premark International Inc, a Delaware corporation. Item 2(e) CUSIP NUMBER: 740459102 Item 3 THE PERSON FILING IS A: For Bankers Trust New York Corporation, (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G) For Bankers Trust Company, (b) [X] Bank as defined in section 3(a)(6) of the Act. Item 4 OWNERSHIP: (a) Amount Beneficially Owned: (i) As of December 31, 1997, Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor (the "Bank"), was the beneficial owner of 525,828 shares of common stock. (ii) Bankers Trust Company was also the record owner of 10,469,521 shares held by the Bank as Trustee of the Premark International, Inc., Master Defined Contribution Trust (the "Plan") with respect to which the bank disclaims beneficial ownership. The Plan states that each Plan participant shall have the right to direct the manner in which shares of common stock shall be voted at all stockholders' meetings. The CUSIP No. 740459102 Page 6 of 8 Pages Department of Labor has expressed the view that, under certain circumstances, ERISA may require the Trustee to vote shares which are not allocated to participants' accounts. Since, in the view of the Bank and Bankers Trust New York Corporation, such voting power is merely a residual power based upon the occurrence of an unlikely contingency and is not a sole or shared power to vote the securities, the Bank and Bankers Trust New York Corporation hereby disclaim beneficial ownership of such securities. (b) Percent of Class: The common stock described in Item 4(a) above as to which the Bank acknowledges beneficial ownership constitutes 0.85% of the Issuer's outstanding Common Stock. The Common Stock as to which the Bank disclaims beneficial ownership constitutes 16.9% of the Issuer's outstanding Common Stock. (c) Number of shares as to which the Bank has: (i) sole power to vote or to direct the vote - Bankers Trust Company 177,350 shares (ii) shared power to vote or to direct the vote - Bankers Trust Company 0 shares (iii) sole power to dispose or to direct the disposition of - Bankers Trust Company 525,828 shares (iv) shared power to dispose or to direct the disposition of - Bankers Trust Company 0 shares CUSIP No. 740459102 Page 7 of 8 Pages Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The Issuer's Plan and various trusts, and employee benefit plans for which the Bank serves as Trustee, and accounts for which the Bank serves as investment advisor, have the right to receive and/or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: See Item 3 above. Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not applicable. Item 9 NOTICE OF DISSOLUTION OF GROUP: Not applicable. CUSIP No. 740459102 Page 8 of 8 Pages Item 10 CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE: After reasonable 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. Date: as of December 31, 1997 Signature: Bankers Trust New York Corporation By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary Signature: Bankers Trust Company, as Trustee for various trusts, and employee benefit plans, and investment advisor. By: /s/James T. Byrne, Jr. Name: James T. Byrne, Jr. Title: Secretary EXHIBIT TO ITEM 7 The chain of ownership from Bankers Trust New York Corporation to Bankers Trust Company is shown below: Bankers Trust New York Corporation | 100% | Bankers Trust Company -----END PRIVACY-ENHANCED MESSAGE-----