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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Primark Corporation
(Name of Issuer)
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Common Stock, No Par Value Per Share
(Title of Class of Securities)
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741903108
(CUSIP Number)
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Michael S. Harris, Esq.
The Thomson Corporation
Metro Center at One Station Place
Stamford, Connecticut 06902
(203) 969-8700
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
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June 5, 2000
(Date of Event which requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other
parties to whom copies are to be sent.
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*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
disclosures provided in a prior cover page.
The information required on 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).
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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 Item
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
- ------- ----------------------------------------------
8. Number of Shares Shared Voting Power
Beneficially
Owned 1,240,638
- ------- By ----------------------------------------------
9. Each Sole Dispositive Power
Reporting Person
With 0
- ------- ----------------------------------------------
10. Shared Dispositive Power
1,240,638
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,240,638
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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)
6.1%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 741903108
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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 Item
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
- ------- ----------------------------------------------
8. Number of Shares Shared Voting Power
Beneficially
Owned 1,240,638
- ------- By ----------------------------------------------
9. Each Sole Dispositive Power
Reporting Person
With 0
- ------- ----------------------------------------------
10. Shared Dispositive Power
1,240,638
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,240,638
- --------------------------------------------------------------------------------
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)
6.1%
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14. Type of Reporting Person (See Instructions)
CO
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Item 1. Security and Issuer
The class of equity securities to which this joint statement on
Schedule 13D relates is the Common Stock, no par value (the "Common Stock") of
Primark Corporation, a Michigan Corporation with its principal executive offices
located at 1000 Winter Street, Suite 4300N, Waltham, Massachussets (the
"Issuer").
Item 2. Identity and Background
The persons listed in numbers 1 and 2 below are the persons filing this
joint statement.
1. a. Marquee Acquisition Corporation is a Michigan corporation.
b. The address of the principal executive office of Marquee
Acquisition Corporation is Metro Center, One Station Place,
Stamford, Connecticut 06902.
c. Marquee Acquisition Corporation is a newly formed and indirect
wholly owned subsidiary of The Thomson Corporation.
d. Since its incorporation on May 24, 2000, Marquee Acquisition
Corporation has not been convicted in any criminal proceeding.
e. Since its incorporation on May 24, 2000, Marquee Acquisition
Corporation has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a
result of which it is or was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Information regarding the directors and executive officers of Marquee
Acquisition Corporation is set forth on Schedule I, which is incorporated by
reference to Schedule II of the Offer to Purchase (as defined herein) attached
hereto. All of the directors and executive officers of Marquee Acquisition
Corporation are U.S. citizens. During the last five years, to the knowledge of
Marquee Acquisition Corporation , no person named on Schedule I has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
is or was subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
2. a. The Thomson Corporation ("Thomson") is a corporation incorporated
under the laws of Ontario, Canada.
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b. The address of the principal executive offices of Thomson is:
Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24, Toronto
Dominion Center, Toronto, Ontario M5K 1A1, Canada.
c. Thomson is a leading, global e-information and solutions company
in the business and professional marketplace.
d. During the last five years, Thomson has not been convicted in any
criminal proceeding.
e. During the last five years, Thomson has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which it is or was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
Information regarding the directors and executive officers of Thomson
is set forth on Schedule II attached hereto. The citizenship of the directors
and executive officers of Thomson is as stated on Schedule II, which is
incorporated by reference to Schedule I of the Offer to Purchase. During the
last five years, to the knowledge of Thomson, no person named on Schedule II has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to any judicial or administrative
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On June 5, 2000, Thomson, Marquee Acquisition Corporation ("Purchaser")
and the Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Purchaser, on June 14, 2000, offered to purchase
all the outstanding shares of Common Stock of the Issuer 9 (the "Offer"), 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 as the Offer to Purchase, dated June 14,
2000 (the "Offer to Purchase").
In connection with the Merger Agreement and the Offer, Thomson and
Purchaser entered into a Shareholders Agreement, dated as of June 5, 2000 (the
"Shareholders Agreement"), with Joseph E. Kasputys, Chief Executive Officer of
the Issuer, Stephan H. Curran, Chief Financial Officer of the Issuer, and
Michael Kargula, General Counsel of the Issuer (the "Shareholders").
Pursuant to the Shareholders Agreement, each of the Shareholders agreed
that from June 5, 2000 until the termination of the Merger Agreement, at any
meeting of the shareholders of the Issuer, however called, and in any action by
consent of the shareholders of the Issuer, such Shareholder will vote
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such Shareholder's shares of Common Stock (i) in favor of the approval and
adoption of the Merger Agreement, the Merger (as defined therein) and all the
transactions contemplated by the Merger Agreement and otherwise in such manner
as may be necessary to consummate the Merger; (ii) except as otherwise agreed to
in writing by Thomson, against any action, proposal, agreement or transaction
that would result in a material breach of any covenant, obligation, agreement,
representation or warranty of the Issuer under the Merger Agreement (whether or
not theretofore terminated) or of the Shareholder contained in the Shareholders
Agreement; and (iii) against any action, agreement or transaction that would
materially delay or impair the ability of the Issuer to consummate the
transactions provided for the Merger Agreement or any Acquisition Proposal (as
defined in the Merger Agreement).
Item 4. Purpose of Transaction
The beneficial ownership of the Shareholders Shares is acquired
pursuant to the Shareholders Agreement, which was entered into in connection
with the Merger Agreement of Common Stock. The purpose of the Offer and of the
merger to be consummated pursuant thereto (the "Merger") is for Thomson to
acquire control of, and the entire equity interest in, the Issuer. The purpose
of the Merger is for Thomson to acquire all Shares not purchased pursuant to the
Offer. Upon consummation of the Merger, the Issuer will become a wholly owned
subsidiary of Thomson.
Item 5. Interest in Securities of the Issuer
(a)-(b) Thomson and Purchaser beneficially own and have the shared
power to vote of 1,240,638 Shares, representing 6.1% of the outstanding shares
of the Issuer. The calculation of the foregoing percentage is based on the
number of shares of Common Stock disclosed to Thomson and Purchaser by the
Issuer as outstanding as of June 5, 2000. Except as set forth herein, to the
knowledge of Thomson and Purchaser, no director or executive officer of Thomson
and Purchaser beneficially owns any other shares of the Issuer.
(c) There have been no transactions by Thomson and Purchaser in
securities of the Issuer during the past sixty days. To the knowledge of Thomson
and Purchaser, there have been no transactions by any director or executive
officer of Thomson and Purchaser in securities of the Issuer during the past
sixty days.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer
The Merger Agreement and the Shareholders Agreement are incorporated
herein by reference.
Item 6. Material to be Filed as Exhibits
The Joint Filing Agreement between Purchaser and Thomson is attached
hereto as Exhibit 1 to this Schedule 13D. All other materials to be filed as
exhibits to this Schedule 13D are attached to Thomson's Schedule TO filed on
June 14, 2000, and incorporated by reference as Exhibits 2 through 10.
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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.
Dated: June 15, 2000
MARQUEE ACQUISITION
CORPORATION
By: /s/ Michael Harris
-------------------------------------
Name: Michael Harris
Title: President and Secretary
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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.
Dated: June 15, 2000
THE THOMSON CORPORATION
By: /s/ Michael Harris
-------------------------------------
Name: Michael Harris
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
1. Joint Filing Agreement
2. Merger Agreement*
3. Shareholders Agreement*
4. Offer to Purchase*
5. Form of Letter of Transmittal*
6. Form of Notice of Guaranteed Delivery*
7. Form of Letter from Brokers, Dealers, Commercial Banks*, Trust Companies
and Nominees to Clients*
8. Form of Guidelines on Substitute W-9*
9. Summary Advertisement as published in the Wall Street Journal on 6/14/2000*
10. Joint Press Release, June 5, 2000*
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated
June 15, 2000 ("Schedule 13D"), with respect to the Common Stock of Primark
Corporation, is, and any amendments thereto executed by each of us shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that
this Agreement shall be included as an Exhibit to the Schedule 13D and each such
amendment. Each of the undersigned agrees to be responsible for the timely
filing of the Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning itself contained therein. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
June 15, 2000.
THE THOMSON CORPORATION
By /s/ Michael Harris
-------------------------------------
Name: Michael Harris
Title: Senior Vice President,
General Counsel & Secretary
MARQUEE ACQUISITION
CORPORATION
By /s/ Michael Harris
-------------------------------------
Name: Michael Harris
Title: President and Secretary