THIS DOCUMENT IS A COPY OF THE SCHEDULE 13D FILED ON JULY 27, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 0)
PRIMARK CORPORATION
(Name of Issuer)
Common
(Title of Class of Securities)
741903108
(CUSIP Number)
Dawson-Samberg Capital Management, Inc., 354 Pequot Ave., Southport CT 06490
203/254-0091
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 1996
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box o.
Check the following box if a fee is being paid with this statement o. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 the
disclosures provided in a prior cover page.
The information required in 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).
1 Name of Reporting Person DAWSON-SAMBERG CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1033494
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds 00
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization CONNECTICUT
7 Sole Voting Power 482,700
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 482,700
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 482,700
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.95
14 Type of Reporting Person IA
1 Name of Reporting Person PEQUOT GENERAL PARTNERS
IRS Identification No. of Above Person 06-1321556
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization CONNECTICUT
7 Sole Voting Power 327,300
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 327,300
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 327,300
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.32
14 Type of Reporting Person PN
1 Name of Reporting Person DS INTERNATIONAL PARTNERS
IRS Identification No. of Above Person 06-1324895
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization DELAWARE
7 Sole Voting Power 272,600
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 272,600
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 272,600
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 1.10
14 Type of Reporting Person PN
1 Name of Reporting Person PEQUOT ENDOWMENT PARTNERS, L.P.
IRS Identification No. of Above Person 06-1383498
2 Check the Appropriate Box if a Member of a Group (a) o
(b) o
3 SEC USE ONLY
4 Source of Funds AF
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization DELAWARE
7 Sole Voting Power 185,200
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 185,200
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting Person 185,200
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 .75
14 Type of Reporting Person PN
This Amendment Number 2 sets forth changes in the information
previously filed on Schedule 13D relative to the holdings of Common Stock of
Primark Corporation ("PMK"), a Michigan corporation.
ITEM 1. SECURITY AND ISSUER
No Change
ITEM 2. IDENTITY AND BACKGROUND
No Change
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the Reporting Persons beneficially own in the
aggregate 1,267,800 Shares. Of the 1,267,800 Shares, 327,300 shares are owned
by Pequot, 482,700 shares are held in managed accounts for which
Dawson-Samberg acts as investment adviser, 272,600 shares are owned by Pequot
International, and 185,200 shares are owned by Pequot Endowment. The
1,267,800 shares were purchased in open market transactions at an aggregate
cost of $24,738,843. The funds for the purchase of Shares held by Pequot,
Pequot Endowment, and Pequot International were obtained from the
contributions of their various partners/shareholders. The funds for the
acquisition of the Shares held by the managed accounts came from their own
funds.
ITEM 4. PURPOSE OF TRANSACTION
The Shares held by the above mentioned entities were acquired for,
and are being held for, investment purposes. The acquisitions of the Shares
described herein were made in the ordinary course of the Reporting Person's
business or investment activities, as the case may be. The Reporting Person,
on behalf of the above mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the open market or in
privately negotiated transactions or in any other lawful manner in the future,
including engaging in short sales of the Shares, and to take whatever action
with respect to each of such entities' holdings of the Shares it deems to be
in the best interests of such entities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) (b) (c) As of the date hereof, the Reporting Persons
beneficially own in the aggregate 1,267,800 Shares. These Shares represent
approximately 5.11% of the 24,800,000 Shares believed to be outstanding.
Dawson-Samberg has the sole power to vote, direct the vote, dispose and direct
the disposition of the 482,700 Shares held in the managed accounts. Pequot
General Partners has the sole power to vote, direct the vote, dispose and
direct the disposition of the 327,300 Shares owned by Pequot. DS
International Partners, L.P. has the sole power to vote, direct the vote,
dispose and direct the disposition of the 272,600 Shares owned by Pequot
International. Pequot Endowment Partners, L.P. has the sole power to vote,
direct the vote, dispose and direct the disposition of the 185,200 Shares
owned by Pequot Endowment. A description of the transactions of the Reporting
Persons in the Shares that were effected during the past 60 days is set forth
on Exhibit B.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A copy of a written agreement relating to the filing of a joint
statement as required by Rule 13d-1(f) under the Securities Exchange Act of
1934 is attached hereto as Exhibit A.
<PAGE>
THIS TABLE HAS BEEN SQUEEZED AS FAR AS IT CAN GO WITHOUT WORDS/## BREAKING UP.
IF ATTY WANTS MORE INFO OR "MORE SPACE", HE'LL HAVE TO BUMP FONT TO SZ.8
AND/OR MAKE MARGINS THINNER. After a reasonable inquiry and to the
best of my knowledge and belief, the undersigned certify that the information
set forth in this statement is true, complete and correct.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Pequot Endowment Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
July 25, 1996
<PAGE>
EXHIBIT A
AGREEMENT
The undersigned agree that this Schedule 13D dated July 17, 1996
relating to the Shares of Primark Corporation shall be filed on behalf of the
undersigned.
Dawson-Samberg Capital Management, Inc.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, President
Pequot General Partners
By:/s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
DS International Partners, L.P.
By:/s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
Pequot Endowment Partners, L.P.
By: /s/ Arthur J. Samberg
Arthur J. Samberg, General Partner
<PAGE>
EXHIBIT B to Schedule 13D
PRIMARK CORPORATION
SCHEDULE 13D
COMMON STOCK, NO PAR VALUE
CUSIP # 741903108
PEQUOT PEQUOT PEQUOT DAWSON
PARTNERS INTERNATIONAL ENDOWMENT SOUTHPORT
SAMBERG
# OF SHARES FUND, L.P. FUND, LTD. FUND, L.P. MGMT,
LP CAPITAL MGMT
TRADE PURCHASED TAX I.D. # TAX I.D. # TAX I.D. # TAX
I.D. # TAX I.D. #
DATE (SOLD) PRICE 22-2741859 FOREIGN CORP.
06-1388800 06-6243396 06-1033494
SHARES AS OF
5/17/96 1,095,800.00 271,400 224,400 121,700
50,600 427,700
05/28/96 (2,800) 37.4615 0 0 0 0 (2,800)
06/20/96 (6,000) 32.4542 0 0 0 0 (6,000)
06/21/96 (1,100) 31.0000 0 0 0 0 (1,100)
06/24/96 900 32.8750 0 0 0 0 900
07/01/96 900 32.6250 0 0 0 0 900
07/01/96 (900) 32.6250 0 0 0 0 (900)
07/10/96 1,000 31.0000 400 300 200 0 100
07/11/96 30,000 30.0785 11,100 9,700 6,800 0 2,400
07/11/96 30,000 30.0785 0 0 30,000 0 0
07/12/96 20,000 29.5500 7,300 6,400 4,500 0 1,800
07/17/96 37,500 28.8370 14,100 11,800 8,000 0
3,600
07/17/96 37,500 28.8370 13,800 12,000 8,400 0
3,300
07/24/96 25,000 26.0295 9,200 8,000 5,600 0 2,200
172,000 55,900 48,200 63,500 0 4,400
TOTAL SHARES @
07/24/96 1,267,800 327,300 272,600 185,200
50,600 432,100
