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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JUNE 19, 1997
DATE OF EARLIEST EVENT REPORTED: MAY 28, 1997
PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)
1-8260
(Commission File Number)
MICHIGAN 38-2383282
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1000 WINTER STREET, SUITE 4300N, WALTHAM, MA 02154
(Address of principal executive offices) (Zip Code)
617-466-6611
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On May 28, 1997, the Board of Directors of the Company determined it desirable
and in the best interests of the Company and its stockholders to extend the
benefits afforded by the Rights Agreement (the "Prior Rights Agreement") adopted
by the Company in 1988 and to implement such extension by executing a new Rights
Agreement (the "Rights Agreement").
The Board of Directors authorized and declared a dividend distribution of one
Right for each share of the Company's Common Stock outstanding upon the earlier
of (i) the close of business on January 25, 1998 or (ii) the date on which the
1988 rights are redeemed (the "Record Date"). The Board of Directors also
authorized the issuance of one Right for each share of Common Stock of the
Company issued between the Record Date and the Distribution Date as defined in
the Rights Agreement. Each Right represents the right to purchase, if and when
the Right becomes exercisable, one share of Common Stock of the Company at a
price per share of $138.00. The description and terms of the Rights are set
forth in a Rights Agreement between the Company and the Rights Agent, filed as
Exhibit 4.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
Financial statements are not required and therefore have not been filed with
this Form 8-K.
EXHIBITS
Exhibit
Number DESCRIPTION
4.1 Rights Agreement dated May 29, 1997 between Primark Corporation and
Bank Boston, N.A., as Rights Agent, which includes, as Exhibit A, the
Rights Certificate and as Exhibit B, the Summary of Rights to Purchase
Common Stock (Exhibit 4.1 to the Company's Form 8-A dated June 19, 1997
File No. 1-8260).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PRIMARK CORPORATION
Date: June 19, 1997 By: /s/ STEPHEN H. CURRAN
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Stephen H. Curran
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)