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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998
REGISTRATION NO. 333-43299
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRIMARK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
AMENDMENT NO. 1
MICHIGAN 38-2383282
(STATE OF INCORPORATION OF (IRS EMPLOYER
CORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1000 WINTER STREET
SUITE 4300N
WALTHAM, MASSACHUSETTS 02154
(781) 466-6611
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
MICHAEL R. KARGULA, ESQ.
EXECUTIVE VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET SUITE 4300N
WALTHAM, MASSACHUSETTS 02150
(781) 466-661
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common stock, without par value............. 2,200,000 $40.22 $88,484,000 $26,102.78
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(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457 (c) of the Securities Act of 1933 based on
the average of the high and low prices for shares of the Registrant's Common
Stock on December 19, 1997 on the NYSE.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
IF, AS A RESULT OF STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS,
THE NUMBER OF SECURITIES PURPORTED TO BE REGISTERED ON THIS REGISTRATION
STATEMENT CHANGES, THE PROVISIONS OF RULE 416 SHALL APPLY TO THIS REGISTRATION
STATEMENT AND THIS REGISTRATION STATEMENT SHALL BE DEEMED TO COVER THE
ADDITIONAL SECURITIES RESULTING FROM THE SPLIT OF, OR THE DIVIDEND ON, THE
SECURITIES COVERED BY THIS REGISTRATION STATEMENT.
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2,200,000 SHARES
[PRIMARK LOGO]
COMMON STOCK
This Prospectus relates to 2,200,000 shares of Common Stock of Primark
Corporation ("Primark" or the "Company") that may be offered from time to time
by certain shareholders of the Company, who were the prior owners of ICV Limited
("ICV"), an indirect wholly owned subsidiary of the Company. See "Selling
Shareholders." The Company will not receive any of the proceeds from the sale of
such shares.
The Common Stock is traded on the New York Stock Exchange ("NYSE") and
Pacific Exchange under the symbol "PMK." On February 2, 1998, the last reported
sale price of the Common Stock on the NYSE was $41.00 per share.
The Company has been advised that the Selling Shareholders may sell, from
time to time, in one or more transactions (which may include block
transactions), all or a portion of their shares on the NYSE or the Pacific Stock
Exchange, in special offerings, in the over-the-counter market, in negotiated
transactions, through underwriters or otherwise at market prices prevailing at
the time of sale or at negotiated prices. The Selling Shareholders have
indicated that if any of the Common Stock offered hereby is sold through
underwriters, brokers or dealers, then the Selling Shareholders may pay
customary underwriting discounts and brokerage commissions and charges. The
Selling Shareholders and any underwriters, brokers or dealers or other persons
who participate with them in the distribution of the shares offered hereby may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), although the Selling Shareholders disclaim
such status. Any commissions and discounts received by such underwriters,
brokers or dealers, and any profit on the resale of the stock by such
underwriters, brokers or dealers, may be deemed to be underwriting discounts and
commissions under the Securities Act. The shares of Common Stock being offered
hereby may also be sold by the Selling Shareholders pursuant to Rule 144
promulgated under the Securities Act. See "Plan of Distribution."
The Company has entered into an agreement which provides for the sale of
TASC, Inc. and The Analytic Sciences Corporation Limited, each, an indirect
wholly owned subsidiary of the Company. See "The Company."
FOR INFORMATION CONCERNING CERTAIN FACTORS RELATING TO THIS OFFERING, SEE
"RISK FACTORS" ON PAGE FIVE OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional
Offices of the SEC located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such reports, proxy statements and
other information can be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The SEC maintains a Web site that contains reports, proxy statements and other
information regarding registrants that file electronically with the SEC which
may be obtained at the SEC's Web site [http://www.sec.gov]. Such reports, proxy
statements and other information can also be inspected at the offices of the
NYSE, Inc., 20 Broad Street, New York, New York 10005; and the Pacific Exchange,
Inc., 301 Pine Street, San Francisco, California 94104.
The Company has filed with the SEC a Registration Statement on Form S-3
(herein together with all exhibits, referred to as the "Registration Statement")
under the Securities Act with respect to the Common Stock being offered by this
Prospectus. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance reference is made to the copy of such contract or document
filed, or incorporated by reference, as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, together with exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington D.C.
20549. Copies of all or any part of the Registration Statement, may be obtained
at prescribed rates from the public reference facilities of the SEC at its
Washington, D.C. address.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates by reference the following documents heretofore
filed with the SEC pursuant to the Exchange Act:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996 and Amendment on Form 10-K/A dated December 11, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. The Company's Current Reports on Form 8-K dated January 7, 1997
(amending the Form 8-K filed November 14, 1996), February 4, 1997, April
3, 1997, April 18, 1997, June 19, 1997, July 11, 1997, July 28, 1997,
December 9, 1997 and December 10, 1997 (amending the Form 8-K dated
December 9, 1997); and
4. The description of the Company's Common Stock set forth in the Company's
Form 10 dated November 17, 1981, the Company's form 8-A dated October
18, 1985, the Company's Form 8-A dated June 16, 1992 and the Company's
Form 8-A dated June 20, 1997.
5. The Company's Proxy Statement dated , 1998 (to be filed by
amendment).
All documents filed by the Company with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the Offering hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
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Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus except as so modified or superseded.
The Company will provide without charge, upon written or oral request, a
copy of any or all of the documents containing information which is incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests should
be directed to Primark Corporation, Investor Relations, 1000 Winter Street,
Suite 4300N, Waltham, Massachusetts 02154-1248, telephone: (781) 466-6611.
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THE COMPANY
The Company is a Michigan corporation organized in 1981. The Company is
engaged principally in the information services industry serving two primary
markets, financial information ("Financial Information") and applied technology
("Applied Technology"). The Company's Financial Information businesses consist
of the operations of Datastream International Limited and affiliates, Disclosure
Incorporated, Groupe DAFSA S.A., I/B/E/S International, Inc., ICV Limited,
Vestek Systems, Inc., Worldscope/Disclosure LLC, Baseline Financial Services,
Inc. and WEFA, Inc. Primark also has an equity interest in Primark Decision
Economics, Inc. Primark develops and markets "value-added" database and
information products that cover established and emerging markets worldwide, as
well as proprietary analytical software for the analysis and presentation of
financial and economic information. Customers include investment managers,
investment bankers, financial market traders, analysts, accounting and legal
professionals and information and reference service providers. The Applied
Technology activities, conducted through TASC (as defined below), Yankee Group
Research, Inc. ("Yankee") and WSI Corporation ("WSI"), provide a broad spectrum
of information technology services and products primarily to United States
government agencies principally involved in national security and intelligence
related activities, as well as customers of real-time and historical weather
information. Within Applied Technology, Yankee supplies market research to
vendors and users of telecommunications and computing. Consummation of the
Proposed Transaction (as defined below) will result in the disposition of all of
the Company's Applied Technology business except for the business of Yankee.
Yankee was originally acquired, in part, to be the market research arm of
the Applied Technology segment of the Company's business, focusing on
identifying current trends and future directions in communications and computer
industries for commercial, industrial and consumer markets. With the planned
disposition of TASC, which accounted for over 95% of the Applied Technology
segment, management of the Company is currently evaluating the appropriateness
of placing Yankee within the Financial Information segment of the Company, the
only remaining segment of the Company after the dispositions of the TASC
Entities and TIMCO. The Company currently has no intention to dispose of Yankee,
but rather is considering various alternatives, which include the application
and integration of the market research capabilities of Yankee within the
Financial Information segment.
The review currently being conducted of Yankee's operation with the
Financial Information Services segment is part of a larger project to review the
benefits and costs of further integration of the various operational units
within Primark. Such integration could involve sales forces, administrative
functions, software development, production platforms and delivery systems. The
review will also consider changes in organizational structure. This review was
undertaken in recognition of the anticipated sale of TASC and addresses the best
way to manage the business without technology and administrative support by TASC
as an integrated ongoing part of Primark. This review will require examination
of all tangible and intangible assets of the Company for possible adjustment. No
adjustments would be required should the Company's shareholders not approve the
Proposed Transaction.
In June of 1997, the Company adopted a formal plan to sell its non-core
transportation services segment, Triad International Maintenance Corporation
("TIMCO"). The financial results of TIMCO (a net loss of $552,000 for the nine
months ended September 30, 1997) have been accounted for within discontinued
operations. The Company anticipates the sale of TIMCO by June 1998 at a price in
excess of Net Book Value.
At December 31, 1997, the Company and its subsidiaries employed 6,355
persons.
Following consummation of the Proposed Transaction, the Company's
management will focus its resources primarily on the Company's financial,
economic and market research information services businesses. The Company will
also focus its resources on opportunities for growth in the global market for
information content. The Company's management intends to consider new approaches
to its business systems and organizational structure to achieve efficiencies,
improve profitability and customer service, and accelerate new product
development. The Company's information content businesses will continue to
receive information technology support from TASC through a three-year
Information Technology Services Agreement (the "IT Services Agreement"), which
is part of the Proposed Transaction. The Company also continues to engage BT
Alex. Brown Incorporated ("BT Alex. Brown") to assist the Company in evaluating
strategic alternatives that
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could increase shareholder value. As part of this process, BT Alex. Brown has
assisted the Company in the preparation of information to be furnished to
parties that indicate an interest in acquiring the Company or key businesses
other than those being disposed of in the Proposed Transaction and is assisting
the Company in disseminating such information to interested parties. BT Alex.
Brown had been initially retained earlier in 1997 when the Company was
approached by various third parties regarding a possible sale of the Company.
The Company, with BT Alex. Brown's assistance, is exploring various strategic
alternatives, which could include, among other things, a sale of the Company,
repurchases of Common Stock, or acquisitions in the financial, economic and
market research information services sector. It should be emphasized that, at
this time, the Company has not made a decision to pursue any particular
alternative, including without limitation a sale of the Company.
The Company's principal executive offices are located at Primark
Corporation, 1000 Winter Street, Suite 4300N, Waltham, Massachusetts 02154, and
its telephone number is (781) 466-6611. Further information on Primark's
businesses can be accessed via the Internet through Primark's home page at
http://www.primark.com. All of the product names referred to herein are
trademarks owned by the Company or its subsidiaries and some are registered
trademarks or are the subject of pending trademark applications.
The Company's subsidiaries and affiliates referred to in this Prospectus
include Baseline Financial Services Inc. ("Baseline"), Datastream International
Limited and its affiliates ("Datastream"), Disclosure Incorporated
("Disclosure"), Groupe DAFSA S.A. ("DAFSA"), I/B/E/S International, Inc.
("I/B/E/S"), ICV Limited ("ICV"), Vestek Systems, Inc. ("Vestek"), WEFA
Holdings, Inc. ("WEFA"),Worldscope/Disclosure LLC ("Worldscope"), TASC, Inc.
("TASC"), The Analytic Sciences Corporation Limited ("TASC U.K."), WSI
Corporation ("WSI"), Triad International Maintenance Corporation ("TIMCO"),
Yankee Group Research, Inc. ("Yankee") and an equity interest in Primark
Decision Economics, Inc. ("PDE").
RISK FACTORS
LOSS OF TASC
Following the sale of the TASC Entities, the Company's business will
principally serve institutions and professionals in the financial markets,
although the Company will also have corporate and government customers in both
the United States and other countries. As a result, any downturn in the
financial markets could adversely affect to a greater degree the Company's
overall revenues and profits.
FOREIGN CURRENCY EXCHANGE RATE RISK
Since not all of the Company's revenues and expenses are incurred in U.S.
dollars, the Company's operations have been and may continue to be affected by
fluctuations in currency exchange rates. Further, following the sale of the TASC
Entities, the Company will have a greater percentage of its total revenues and
profits originating outside the U.S., and thus will be more exposed to adverse
foreign currency movements. The Company's 1997 revenues, excluding its
discontinued operation TIMCO (as defined below) but including the operations of
the TASC Entities were $835.8 million with operating income of $67.5 million.
International revenues for 1997 were $207.1 million or 25% and international
operating income was $18.0 million or 27%. When the TASC Entities are excluded
the percentage of international revenues and operating income increases to 52%
and 56%, respectively.
The Company engages in hedging activities, including foreign currency
options and forward contracts, in order to minimize the ongoing exposure to
foreign currency exchange risk with respect to its foreign operating income and
cash flows. In 1996, the Company recorded a $1.9 million gain before income
taxes for foreign currency transactions. With regard to foreign currency, the
Company does regularly have substantial foreign currency expenses, especially in
the U.K., which in part offset revenue losses due to currency fluctuations. In
addition, the Company typically maintains foreign currency hedges for its
significant foreign currency exposures.
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TECHNOLOGICAL CHANGES
The Company operates principally in the information services industry,
which changes rapidly and is highly competitive. Even if the Company remains
abreast of the latest developments and available technology, technological
advances and/or the introduction of new products and services in the information
services industry could adversely affect the Company. There are many large and
successful companies in the information services industry, many of which have
greater resources than the Company. The Company's future success will depend
significantly on its ability to develop and deliver technologically advanced
quality products and services. The cost of developing such products and services
could adversely affect the Company's future results of operations.
LEVEL OF INDEBTEDNESS
The Company has substantial indebtedness. At September 30, 1997, the
Company had consolidated total debt of $350.4 million and consolidated common
shareholders' equity of $462.8 million. The Company and its subsidiaries may
incur additional indebtedness from time to time for general corporate purposes,
including acquisitions and capital expenditures, subject to certain restrictions
on the Company and certain subsidiaries, including the satisfaction of certain
debt coverage tests. In the past, cash generated from operating activities,
together with borrowings and proceeds from equity issuances, has been sufficient
to meet the Company's debt service, acquisition, investment and capital
expenditure requirements. The Company believes that cash generated from
operating activities, together with borrowings from existing and future credit
facilities and proceeds from future equity issuances, will be sufficient to meet
its future debt service requirements and to make anticipated acquisitions,
investments and capital expenditures. However, there can be no assurances in
this regard.
Following completion of the proposed transaction, the Company will redeem
its $112 million of 8.75% Senior Notes, due October 15, 2000 together with
repayment of existing revolver and term loans thereby reducing indebtedness and
fixed charges. The redemption of the Senior Notes will require payment of a
4.375% call premium and will cost the Company $4.9 million in addition to the
$112 million principal amount of the Senior Notes. The Company will also repay
its existing revolving credit and term loan facilities. As of December 31, 1997
these facilities amounted to $247.6 million and are anticipated to be no less
than $220 million as of the close of the proposed transaction. Any remaining
proceeds will be used for general corporate purposes. Further, the Company is in
negotiations with the commercial banks that have lent funds under the current
revolving credit and term loan facilities. In on-going discussions with these
commercial banks, the Company is negotiating the replacement of its credit
facilities with a single $225 million revolving credit arrangement to be
effective immediately upon the closing of the proposed transaction. This new
arrangement would allow the Company to use a portion of the proceeds to repay
all outstanding bank debt at the closing of the proposed transaction, and to
have the flexibility to subsequently borrow amounts either for stock repurchases
and/or acquisitions. The proposed new revolving credit agreement also would
allow Primark to repurchase up to $100 million of its common stock. The extent
to which the Company will repurchase stock or participate in acquisitions is
entirely dependent on market conditions and opportunities that are present after
the closing of the Proposed Transaction.
DEPENDENCE ON FEDERAL GOVERNMENT CONTRACTS
A substantial portion of the Company's revenues is derived from services
performed directly or indirectly under contracts with the U.S. government.
Revenues derived from contracts with the U.S. government, primarily at TASC,
accounted for approximately 44%, 49% and 58% of the Company's revenues for the
years ended December 31, 1996, 1995, and 1994, respectively.
All contracts made with the U.S. government may be terminated by the U.S.
government at any time, with or without cause. There can be no assurance that
any existing or future contracts with the U.S. government would not be
terminated or that the U.S. government will continue to use the Company's
services at levels comparable to current use.
Companies that contract with the U.S. government are subject to regular
audits with respect to costs charged to the government. Such audits may result
in the disallowance of amounts charged to or paid by the
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government. There can be no assurance that such disallowances will not be
claimed or imposed against the Company, and if imposed, will not have a material
impact on the Company.
National and global political, social and economic events may affect U.S.
national security programs. Contracts made with the U.S. government are normally
subject to annual approval of funding. Limitations imposed on spending by U.S.
government agencies, which might result from efforts to reduce the Federal
deficit or for other reasons, may limit both the continued funding of existing
contracts with the U.S. government and the ability to obtain additional
contracts. These limitations, if significant, could have a material adverse
effect on the Company. No assurance can be given that the current level of
government spending for national security programs will continue, that the U.S.
government will continue its commitment to programs in which the Company's
products and services are applicable or that it will not be adversely affected
by any decline in that spending or commitment by the U.S. government.
The Company's dependence on federal government contracts will no longer be
considered a material risk upon consummation of the Proposed TASC Sale.
DEPENDENCE ON TECHNICAL PERSONNEL
The Company's future success is dependent upon its ability to attract and
retain highly skilled personnel. The market for these professionals is
competitive. There can be no assurance that the Company will continue to be
successful in its effort to attract and retain such qualified professionals.
NEED FOR SECURITY CLEARANCES
TASC is involved in a number of classified programs. TASC's ability to
maintain its current base of business and to grow in the future is based in part
upon its ability to provide employees and facilities which meet rigorous U.S.
government security requirements. There can be no assurance that TASC will be
able to meet such requirements in the future.
The Company's need for security clearances will be eliminated upon
consummation of the Proposed TASC Sale.
USE OF PROCEEDS
The shares of Common Stock offered hereby are being sold by the Selling
Shareholders. The Company will not receive any of the proceeds from the sale of
such shares. The Company will pay approximately $100,000 in expenses associated
with the Offering.
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PRICE RANGE OF COMMON STOCK
The Common Stock is listed on the New York Stock Exchange ("NYSE") and on
the Pacific Stock Exchange under the symbol "PMK." The table below sets forth,
for the calendar periods indicated, the high and low intra-day sales price per
share of the Common Stock as reported on the NYSE Composite Tape.
HIGH LOW
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1996
First Quarter............................................................ $40 $27
Second Quarter........................................................... $38 1/2 $30 3/4
Third Quarter............................................................ $33 5/8 $25 1/8
Fourth Quarter........................................................... $28 1/2 $21 3/8
1997
First Quarter............................................................ $28 1/4 $23 3/8
Second Quarter........................................................... $26 5/8 $17 3/8
Third Quarter............................................................ $30 11/16 $25 3/16
Fourth Quarter........................................................... $42 $26 1/2
1998
First Quarter (through January 31, 1998)................................. $41 5/16 $38
The closing sales price for the shares of Common Stock as reported on the
NYSE Composite Tape on January 29, 1998 was $40.56.
As of the close of business on January 23, 1998 there were 8,353
shareholders of record of the Company's common stock.
DIVIDEND POLICY
Since 1988, the Company has not paid cash dividends on its Common Stock.
The Company currently intends to retain its earnings for future growth and
therefore does not anticipate paying any cash dividends in the foreseeable
future. See the Consolidated Financial Statements of the Company and the Notes
thereto incorporated herein by reference concerning restrictions on dividends.
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SELLING SHAREHOLDERS
The Selling Shareholders (the former owners of ICV) acquired 2,200,000
shares of the Common Stock of Primark on October 24, 1996 when the Company
acquired ICV. Pursuant to the terms of a Registration Rights Agreement between
the Company and the Selling Shareholders dated as of October 24, 1996, the
Company has agreed to provide registration rights with respect to such shares.
The following table sets forth the position held with the Company by each
Selling Shareholder for the past three years (except as otherwise noted), the
number of shares of Common Stock beneficially owned by the Selling Shareholders
as of January 31, 1998 and the number of shares of Common Stock offered by the
Selling Shareholders pursuant to this Prospectus. The shares of Common Stock
offered hereby are those shares that have been acquired at the time of the
Company's acquisition of ICV. Because the Selling Shareholders may sell, from
time to time, all or some of the Common Stock offered hereby, no estimate can be
made of the aggregate amount of Common Stock that will be owned by each Selling
Shareholder upon completion of the offering to which this Prospectus relates.
SHARES BENEFICIALLY
OWNED AS OF
JANUARY 31, NUMBER OF SHARES
NAME AND POSITION OF HOLDER 1998 BEING OFFERED
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GNI Holdings Limited........................................ 103,671 103,671
Anita Florence Taylor(1).................................... 411,735 381,735
3i plc...................................................... 100,457 100,457
Harry Ferguson Holdings Ltd................................. 42,011 42,011
K.E. Ahl & E.J. Kaier trustees for the Timothy James Ralph
Sheldon Trust UA 5/27/87.................................. 84,022 84,022
Technical Investments Holdings SA........................... 66,964 66,964
Goddard Nominees (Jersey) Limited(2)........................ 1,205,501 1,205,501
G McCaldin.................................................. 4,681 4,681
C A Stevens(3).............................................. 64,074 60,274
Adrian Dear(4).............................................. 50,228 50,228
Paren Knadjian(5)........................................... 61,978 50,228
Kevin Underwood(6).......................................... 37,437 30,137
Barry Woodward(7)........................................... 23,583 18,283
Tracy Woodward(7)........................................... 1,808 1,808
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2,258,150 2,200,000
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Notes:
(1) Ms. Anita Florence Taylor is the wife of Mr. David Taylor, Managing Director
of ICV Limited. As of January 31, 1998, Mr. Taylor held options on 30,000
shares of Primark common stock at an exercise price of $26.25 per share.
(2) Goddard Nominees (Jersey) Limited is the trustee for Mr. Christopher
Sharples, Chairman of ICV limited.
(3) Ms. Claire Stevens is the Technical Director of Data Production and a Senior
Manager of ICV Limited. As of January 31, 1998, Ms. Stevens held options on
3,800 shares of Primark common stock at exercise prices ranging from $26.25
to $29.56.
(4) Mr. Adrian Dear held the position of Director of Marketing of ICV Limited
until December of 1996.
(5) Mr. Paren Knadjian is the Director of Marketing and Product Development and
a Senior Manager of ICV Limited. As of January 31, 1998, Mr. Knadjian held
options on 11,750 shares of Primark common stock at exercise prices ranging
from $26.25 to $29.56.
(6) Mr. Kevin Underwood is the Group Administration Director and a Senior
Manager of ICV Limited. As of January 31, 1998, Mr. Underwood held options
on 7,300 shares of Primark common stock at prices ranging from $26.25 to
$29.56.
(7) Mr. Barry Woodward is the Director of Operations and a Senior Manager of ICV
Limited. Ms. Tracy Woodward is his wife. As of January 31, 1998, Mr.
Woodward held options on 5,300 shares of Primark common stock at prices
ranging from $26.25 to $29.56.
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SELECTED CONSOLIDATED HISTORICAL AND
PRO FORMA FINANCIAL AND OPERATING DATA
The "Selected Consolidated Historical and the Pro Forma Financial and
Operating Information" is incorporated by reference from pages __ through __ of
the Company's Proxy Statement dated ____________, 1998, filed as exhibit 20.1 to
this Registration Statement.
PRIMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The "Unaudited Pro Forma Consolidated Financial Information for Primark
Corporation and Subsidiaries" is incorporated by reference from pages __ through
__ of the Company's Proxy Statement dated __________, 1998 filed as exhibit 20.1
to this Registration Statement.
PLAN OF DISTRIBUTION
This offering of 2,200,000 shares of Common Stock is being made by the
Selling Shareholders, who have indicated they are acting independently of each
other and the Company in determining the manner and extent of sales of the
shares of Common Stock included herein. The Company will receive none of the
proceeds of this Offering.
Although all of the shares of Common Stock that are currently owned by the
Selling Shareholders, or that would be owned by them upon the exercise of
options granted under the Plan, are being registered for public sale, the sale
of any or all of such shares by a Selling Shareholder may depend on the sale
price of such shares and market conditions generally prevailing at the time. The
Selling Shareholders reserve the right to reject any order in whole or in part.
The Selling Shareholders have informed the Company that they may sell the
shares of Common Stock being offered hereby in one or more transactions (which
may involve block transactions) effected from time to time on the NYSE or the
Pacific Stock Exchange, in special offerings, in the over-the counter market, in
negotiated transactions, or through a combination of such methods of sale, in
each case at market prices prevailing at the time of sale, at prices relating to
such prevailing market prices, or at negotiated prices. The shares of Common
Stock may be sold by one or more of the following methods: (i) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (ii) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (iii) an
exchange distribution and/or a secondary distribution in accordance with the
rules of the NYSE or the Pacific Stock Exchange, as applicable; and (iv)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate.
Some or all of the shares offered hereunder also may be sold to or through
an underwriter or underwriters. Any shares sold in that manner will be acquired
by such underwriters for their own accounts and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. Such
shares may be offered to the public through underwriting syndicates represented
by one or more managing underwriters or may be offered to the public directly by
one or more underwriters. Any initial public offering price and any discounts or
concessions allowed or disallowed or paid to dealers may be changed from time to
time.
The Selling Shareholders have indicated that if any of the Common Stock
offered hereby is sold through underwriters, brokers or dealers, then the
Selling Shareholders may pay customary brokerage commissions and charges or an
underwriting discount or concession. The Selling Shareholders and any
underwriters, brokers or dealers or other persons who participate with them in
the distribution of the shares offered hereby may be deemed to be "underwriters"
within the meaning of the Securities Act, although the Selling Shareholders
disclaim such status. Any commissions and discounts received by such persons, or
any profit on
10
12
the resale of the stock by such persons, may be deemed to be underwriting
discounts and commissions under the Securities Act. Neither the delivery of the
Prospectus, or any Prospectus Supplement, nor any other action taken by the
Company, the Selling Shareholders or any purchaser in connection with the
purchase or sale of shares offered hereby shall be deemed or treated as an
admission that any of them is an underwriter within the meaning of the
Securities Act in connection with the sales of any shares.
The Selling Shareholders have agreed to indemnify and hold harmless the
Company, its officers and directors, with respect to any untrue statement in or
omission from, this Prospectus or the Registration Statement of which it is a
part, including amendments and supplements, if such statement or omission was
made in reliance upon information furnished to the Company by such Selling
Shareholder for use in the preparation of this Prospectus or Registration
Statement.
The Company will pay all expenses incidental to the registration of the
Common Stock, but will not pay selling or other expenses incurred in the
offering, including the discounts and commissions of broker-dealers. The Company
has agreed to indemnify the Selling Shareholders against certain civil
liabilities, including liabilities under the Securities Act, in connection with
the Common Stock offered hereby.
The shares of Common Stock being offered hereby may also be sold by the
Selling Shareholders pursuant to Rule 144 promulgated under the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby and certain legal
matters relating to the Offering will be passed upon for the Company and the
Selling Shareholders by Michael R. Kargula, General Counsel of the Company. As
of February 1, 1998, Mr. Kargula beneficially owned 330,918 shares of Common
Stock.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
and has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
11
13
======================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Risk Factors.......................... 5
Use of Proceeds....................... 7
Dividend Policy....................... 8
Selling Shareholders.................. 9
Selected Consolidated Historical and
Pro Forma Financial and Operating
Data................................ 10
Unaudited Pro Forma Consolidated
Financial Information............... 10
Plan of Distribution.................. 10
Legal Matters......................... 11
Experts............................... 11
======================================================
======================================================
2,200,000 SHARES
[PRIMARK LOGO]
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
FEBRUARY , 1998
======================================================
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. FEES*
Securities and Exchange Commission Registration Fee....................... $ 26,103
Printing Expenses......................................................... 10,000
Accounting Fees........................................................... 5,000
Miscellaneous............................................................. 58,897
----------
Total..................................................................... $100,000
==========
- ---------------
* All amounts except registration fee are estimates. All fees, excluding
underwriting fees and discounts, will be paid by the Company.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") contain detailed provisions concerning the indemnification of directors,
officers, employees, and agents against judgments, penalties, fines and amounts
paid in settlement of litigation that they may incur in their capacity as such.
Section 561 through 571 of the MBCA, which are filed as Exhibit 99.1 to this
Registration Statement, are incorporated herein by reference.
Article VIII of the Articles of Incorporation of the Registrant provides
that the Registrant shall indemnify any person who is or was a director or
officer of the registrant or is or was serving at the request of the Registrant
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed
action, suit, or proceeding to the full extent provided by the MBCA from time to
time in effect.
Section 6.1 of the By-laws of the Registrant provides that the Registrant
shall indemnify its officers, directors, employees, agents and other persons to
the fullest extent to which corporations are empowered to indemnify such persons
at law.
Article IX of the Articles of Incorporation of the Registrant provides that
a director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for a violation of Section 551(1) of the MBCA or (iv) for any transaction
from which the director derived any improper personal benefit.
The Company maintains a director's and officer's liability insurance policy
that covers its directors and officers for certain claims and actions incurred
in the course of their duties, including, under certain circumstances, alleged
violations of the Securities Act of 1933, as amended.
II-1
15
ITEM 16. EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------------------------------------------------------------------------------
4.1 Articles of Incorporation of the Registrant (incorporated by reference to Exhibit
3.1 to the Registrant's Registration Statement No. 2-74688); Amendment to the
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the
Registrant's 1985 Form 10-K); Amendment dated August 8, 1991 (incorporated by
reference to Exhibit 3(a) to the Registrant's Form 8-K dated August 9, 1991);
Amendment dated May 27, 1992 (incorporated by reference to Exhibit 3.1 to the
Registrant's June 30, 1992 Form 10-Q); Amendment dated May 28, 1997 (incorporated
by reference to Exhibit 3.1 to the Registrant's June 30, 1997 Form 10-Q).
4.2 By-laws of the Registrant, as amended (incorporated by reference to the
Registrant's September 30, 1990 Form 10-Q).
5.1* Opinion of Michael R. Kargula, General Counsel of the Company, regarding the
legality of the shares of Common Stock being offered hereby.
20.1# The Company's Proxy Statement dated ____________, 1998.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Michael R. Kargula, General Counsel of the Company (included in Exhibit
5.1).
99.1* Sections 561-571 of the Michigan Business Corporation Act.
- ---------------
* Previously filed.
# To be filed by amendment.
For documents incorporated by reference, references are to File No. 1-8260.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on February
5, 1998.
PRIMARK CORPORATION
By: STEPHEN H. CURRAN
------------------------------------
Executive Vice President and
Chief Financial Officer
February 5, 1998
The undersigned directors and officers of Primark Corporation, a Michigan
corporation, hereby severally constitute and appoint Joseph E. Kasputys, Stephen
H. Curran and Michael R. Kargula, and each of them, (with full power to act
without the others), his or her true and lawful attorneys-in-fact and agents,
with full powers of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to execute and file
with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a Registration Statement on Form S-3
offering for sale to the public of 2,200,000 shares of Primark common stock
("Registration Statement") and any and all amendments (including post-effective
amendments) to the Registration Statement, hereby giving and granting unto said
attorneys full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully, to
all intents and purposes, as he or she might or could do if personally present
at the time thereof, hereby ratifying and confirming all that said attorneys and
agents, or any of them, or their or his or her substitute or substitutes, may or
shall lawfully do, or cause to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
* Chairman, President and Chief December 23, 1997
- ------------------------------------------ Executive Officer (Principal
Joseph E. Kasputys Executive Officer)
/s/ STEPHEN H. CURRAN Executive Vice President and February 5, 1998
- ------------------------------------------ Chief Financial (Principal
Stephen H. Curran Accounting and Financial
Officer)
* Director December 23, 1997
- ------------------------------------------
Jonathan Newcomb
* Director December 23, 1997
- ------------------------------------------
Kevin J. Bradley
* Executive Vice President and December 23, 1997
- ------------------------------------------ Director
John C. Holt
II-3
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SIGNATURE TITLE DATE
- ------------------------------------------ ------------------------------ -------------------
* Director December 23, 1997
- ------------------------------------------
Steven Lazarus
* Director December 23, 1997
- ------------------------------------------
Patricia McGinnis
* Director December 23, 1997
- ------------------------------------------
Constance K. Weaver
*By: /S/ STEPHEN H. CURRAN
- --------------------------------
Stephen H. Curran
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. DESCRIPTION NUMBERED PAGE
- ------- ------------------------------------------------------------------------ --------------
4.1 Articles of Incorporation of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement No. 2-74688);
Amendment to the Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the Registrant's 1985 Form 10-K); Amendment dated August
8, 1991 (incorporated by reference to Exhibit 3(a) to the Registrant's
Form 8-K dated August 9, 1991); Amendment dated May 27, 1992
(incorporated by reference to Exhibit 3.1 to the Registrant's June 30,
1992 Form 10-Q); Amendment dated May 28, 1997 (incorporated by reference
to Exhibit 3.1 to the Registrant's June 30, 1997 Form 10-Q).
4.2 By-laws of the Registrant, as amended (incorporated by reference to the
Registrant's September 30, 1990 Form 10-Q).
5.1* Opinion of Michael R. Kargula, General Counsel of the Company, regarding
the legality of the shares of Common Stock being offered hereby.
20.1# The Company's Proxy Statement dated____________, 1998.
23.1 Consent of Deloitte & Touche LLP.
23.2* Consent of Michael R. Kargula, General Counsel of the Company (included
in Exhibit 5.1).
99.1* Sections 561-571 of the Michigan Business Corporation Act.
- ---------------
* Previously filed.
# To be filed by amendment.
For the Company's documents incorporated by reference, references are to File
No. 1-8260.