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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**
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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
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
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
MARQUEE ACQUISITION CORPORATION
Tax ID Number: N.A.
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2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). :
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6 Citizenship or Place of Organization
Michigan
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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
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10 Shared Dispositive Power
19,607,413
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,607,413
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) :
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13 Percent of Class Represented by Amount in Row (11)
96.5%
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14 Type of Reporting Person (See Instructions)
CO
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3
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Thomson Corporation
Tax ID Number: 98/0176673
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2 Check the Appropriate Box if a Member of a Group
(a) :
(b) :
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e). :
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6 Citizenship or Place of Organization
Ontario, Canada
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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
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10 Shared Dispositive Power
19,607,413
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,607,413
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) :
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13 Percent of Class Represented by Amount in Row (11)
96.5%
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14 Type of Reporting Person (See Instructions)
CO
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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.
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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.
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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.
****** 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
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:
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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
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THE THOMSON CORPORATION COMPLETES
EQUITY TENDER OFFER FOR PRIMARK
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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.
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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