EXHIBIT (e)(12)
AMENDMENT NO. 1 TO
THE RIGHTS AGREEMENT
This Amendment No. 1 to the Rights Agreement, dated as of June
5, 2000, by and between Primark Corporation, a Michigan corporation (the
"Company"), and Fleet National Bank, formerly known as BankBoston, N.A. (the
"Rights Agent").
WHEREAS, the Board of Directors of the Company has authorized
the execution and delivery by the Company of an Agreement and Plan of Merger,
dated as of June 5, 2000, by and among The Thomson Corporation, an Ontario,
Canada corporation ("Thomson"), Marquee Acquisition Corporation, a Michigan
corporation ("Merger Sub") and a wholly-owned subsidiary of Thomson, and the
Company, and in connection therewith the Board has determined in good faith that
certain amendments set forth below to the Rights Agreement, dated as of May 29,
1997, between the Company and the Rights Agent (the "Rights Agreement"), are
necessary and desirable and, pursuant to Section 26 of the Rights Agreement, has
duly authorized such amendments to the Rights Agreement. A duly authorized
officer of the Company has executed and delivered this Amendment No. 1 to the
Rights Agreement (the "Amendment").
NOW THEREFORE, the parties hereby agree as follows:
SECTION 1. CERTAIN DEFINITIONS. For purposes of this
Amendment, terms which are capitalized but not defined herein and which are
defined in the Rights Agreement shall have the meanings ascribed to them in the
Rights Agreement.
SECTION 2. AMENDMENT TO SECTION 1 OF RIGHTS AGREEMENT. Section
1 of the Rights Agreement is hereby amended to add the following definitions:
"Merger" shall mean the merger of Merger Sub with and into the
Company pursuant to the Merger Agreement.
"Merger Agreement" shall mean the Agreement and Plan of
Merger, dated as of June 5, 2000, by and among Thomson, Merger Sub and the
Company, as the same may be amended from time to time in accordance with its
terms.
"Merger Sub" shall mean Marquee Acquisition Corporation, a
Michigan corporation and a wholly owned subsidiary of Thomson.
"Thomson" shall mean The Thomson Corporation, an Ontario,
Canada corporation.
SECTION 3. AMENDMENT TO SECTION 7(A) OF RIGHTS AGREEMENT.
Section 7(a) of the Rights Agreement is hereby amended to read in its entirety
as follows:
(a) Subject to Section 7(e) hereof, the registered
holder of any Rights Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein including, without
limitation, the restrictions on exercisability set forth in Section
9(c), Section 11(a)(iii) and Section 23(a) hereof) in whole or in part
at any time after the Distribution Date upon surrender of the Rights
Certificate, with the form of election to purchase and the certificate
on the reverse side thereof duly executed, to the Rights Agent at the
principal office or offices of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price with
respect to each surrendered Right for the total number of shares (or
other securities, cash or other assets, as the case may be) as to which
such surrendered Rights are then exercisable, at or prior to the
earlier of (i) the Final Expiration Date; (ii) the time at which the
Rights are redeemed as provided in Section 23 hereof; or (iii) the time
which is immediately prior to the Effective Time (as defined in the
Merger Agreement) of the Merger (the earlier of (i), (ii) and (iii)
being herein referred to as the "Expiration Date").
SECTION 4. ADDITION OF SECTION 34 OF THE RIGHTS AGREEMENT. The
Rights Agreement is hereby amended to add thereto Section 34, which provides as
follows:
Section 34. THE MERGER AGREEMENT. Notwithstanding
anything in this Agreement to the contrary, for so long as the Merger
Agreement has not been terminated, no Distribution Date or Stock
Acquisition Date shall be deemed to have occurred, neither Thomson,
Merger Sub nor any of their Affiliates or Associates shall be deemed to
have become an Acquiring Person, and no Section 11(a)(ii) Event or
Section 13 Event shall have occurred, in each case by reason of
execution or delivery of the Merger Agreement or the Shareholder
Agreements (as defined in the Merger Agreement), the making of the
Offer (as defined in the Merger Agreement), the acceptance for payment
of Shares by Purchaser (each as defined in the Merger Agreement)
pursuant to the Offer, the consummation of the Merger or the
consummation of any other Transaction (as defined in the Merger
Agreement).
SECTION 5. EFFECTIVENESS. This Amendment shall be deemed
effective as of June 5, 2000 as if executed by both parties on such date. Except
as expressly amended by this Amendment, the Rights Agreement shall remain in
full force and effect.
SECTION 6. GOVERNING LAW. This Amendment shall be deemed to be
a contract made under the laws of the State of Michigan and for all purposes
shall be governed by and construed and enforced in accordance with the laws of
such State applicable to contracts to be made and performed entirely within such
State.
SECTION 7. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
SECTION 8. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal or unenforceable, then the remainder of
the terms, provisions, covenants or restrictions of this Amendment shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated.
SECTION 9. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Amendment are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed, all as of the day and year first above written.
PRIMARK CORPORATION
By: /s/ Michael R. Kargula
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Name: Michael R. Kargula
Title: Executive Vice President,
General Counsel and
Secretary
FLEET NATIONAL BANK, Rights Agent
By: /s/ Carol Mulvey-Eori
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Name: Carol Mulvey-Eori
Title: Managing Director