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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
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PRIMARK CORPORATION
(Name of Subject Company (Issuer))
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MARQUEE ACQUISITION CORPORATION
THE THOMSON CORPORATION
(Names of Filing Persons (Offerors))
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Common Stock, No Par Value Per Share
(Title of Class of Securities)
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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)
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Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
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$913,518,708 $182,703.74
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* 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. 5 (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 August 2, 2000, Thomson issued a press release announcing
the extension of the Offer until 5:00 p.m., EDT, on August 30, 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 August 1, 2000,
approximately 16,242,815 Common Shares had been tendered. The foregoing
description of the press release which is attached to Thomson's TO/A filed
August 2, 2000 as Exhibit (a)(12) is incorporated by reference herein.
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: August 3, 2000
MARQUEE ACQUISITION CORPORATION
By: /s/ Michael S. Harris
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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.****
(a)(12) Press Release issued by Thomson on August 2, 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.
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* 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.