- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 ------------------------ PRIMARK CORPORATION (Name of Subject Company) MARQUEE ACQUISITION CORPORATION THE THOMSON CORPORATION (Names of Filing Persons (identifying status as offeror, issuer or other person)) 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 (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** $913,518,708 $182,703.74 * 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 will be vested as of June 12, 2000. ** Calculated as 1/50 of 1% of the transaction value. / / 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:None Filing Party:Not Applicable Form or Registration No.:Not Applicable Date Filed:Not Applicable 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. / / Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed by Marquee Acquisition Corporation, a Michigan corporation ("Purchaser"), an indirect wholly owned subsidiary of The Thomson Corporation, a corporation organized under the laws of Ontario, Canada ("Thomson"). This Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of Common Stock, no par value per share, 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 attached hereto as Exhibits (a)(1) and (a)(2) (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1-9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated as of June 5, 2000, among Thomson, Purchaser and the Company, a copy of which is attached as Exhibit (d)(1) hereto, the Shareholders Agreement dated as of June 5, 2000 among Thomson, Purchaser, Joseph E. Kasputys, Stephen H. Curran and Michael R. Kargula, the Chief Executive Officer, Chief Financial Officer and General Counsel of the Company, respectively, the Guarantee, dated June 5, 2000, by Thomson in favor of Joseph E. Kasputys and the Letter Agreements, each dated as of June 5, 2000 between Primark Corporation and each of Joseph E. Kasputys, Michael R. Kargula and Stephen H. Curran, are incorporated herein by reference with respect to Items 5 and 11 of this Schedule TO. ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS. Not applicable. ITEM 12. MATERIAL TO BE FILED AS EXHIBITS. (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.* (b) None. (c) None. 2 (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. - --------------------------------------------------------------------------- * Incorporated by reference to Thomson's Schedule TO-C, filed June 5, 2000. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 3 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: June 14, 2000 MARQUEE ACQUISITION CORPORATION By: /s/ MICHAEL S. HARRIS ----------------------------------------- Name: Michael S. Harris Title: Vice President 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: June 14, 2000 THE THOMSON CORPORATION By: /s/ MICHAEL S. HARRIS ----------------------------------------- Name: Michael S. Harris Title: Senior Vice President and General Counsel 4 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.* (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. - -------------------------------------------------------------------------- * Incorporated by reference to Thomson's Schedule TO-C, filed June 5, 2000.