<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6 )*
-----
Primark Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, without par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
741903 108
-------------------------------------
(CUSIP Number)
Joseph E. Kasputys, 1000 Winter St., Ste 4300N, Waltham, MA 02154 (617) 466-6611
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 5, 1995
-------------------------------------------------------
(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 / /.
Check the following box if a fee is being paid with this statement / /. (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
disclosures provided in a prior cover page.
The information required on 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).
Continued on following pages
Page 1 of 8 pages
<PAGE> 2
SCHEDULE 13D
- ------------------------ --------------------------
CUSIP No. 741903 108 Page 2 of 8 Pages
-------------- ----- -----
- ------------------------ --------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph E. Kasputys
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not applicable
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(E)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,854,058
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY None
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,827,030
PERSON ----------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,837,228
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.51%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
Item 1. SECURITY AND ISSUER.
-------------------
This statement relates to shares of common stock, without par value
("Shares"), of Primark Corporation ("Issuer"). The principal executive office
of the Issuer is located at 1000 Winter Street, Suite 4300N, Waltham,
Massachusetts 02154.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
Joseph E. Kasputys, an individual, is Chairman, President and Chief
Executive Officer of the Issuer. Mr. Kasputys is a United States citizen, and
his business office is located at 1000 Winter Street, Suite 4300N, Waltham,
Massachusetts 02154.
Within the past five years, Joseph E. Kasputys has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has he been a party to any civil proceeding and, as a result
thereof, was or is subject to any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
--------------------------------------------------
Mr. Kasputys previously held a total of 270,140 Shares subject to
option that were granted to him without monetary consideration to induce him to
become the President and Chief Operating Officer of the Issuer. As a further
inducement, Mr. Kasputys received 103,900 Shares. The 270,140 Shares subject
to option were exercised by Mr. Kasputys on November 2, 1995; the purchase
price and tax withholdings relating to such exercise were paid through the
delivery of Shares owned by him; and the remaining 162,000 Shares were sold by
Mr. Kasputys on November 29, 1995.
<PAGE> 4
Mr. Kasputys' total beneficial ownership includes 451,980 Shares of
which 415,600 Shares and 1,018,220 Shares that are subject to option were
granted without monetary consideration to provide him with an incentive to
remain with the Issuer after the spin-off of the Issuer's former subsidiary,
Michigan Consolidated Gas Company ("MichCon"). This latter incentive was
provided pursuant to the terms and conditions of the Issuer's 1988 Incentive
Plan ("Incentive Plan") which was approved by shareholders of the Issuer on May
16, 1988. All of such Shares and options have been adjusted in accordance with
the terms of the MichCon spin-off.
In accordance with the terms of a certain Employment Agreement dated as
of February 21, 1992 between the Issuer and Mr. Kasputys ("Employment
Agreement"), the Issuer granted to Mr. Kasputys the option to purchase 250,000
Shares, subject to the terms and conditions set forth in the Issuer's Stock
Option Plan as Amended and Restated as of April 1, 1991 ("Stock Option Plan").
Such options vested in three equal installments, with the last installment of
83,334 options having vested on February 20, 1995. Mr. Kasputys was also
granted options to purchase 40,000 Shares and 50,000 Shares in February 1994
and February 1995, respectively, subject to the terms and conditions of the
Issuer's 1992 Stock Option Plan ("1992 Stock Option Plan") in connection with
the Issuer's annual review of executive compensation. In consideration of Mr.
Kasputys' agreement to reduce any merit increase that he otherwise would
receive by 50% for 1995, 1996 and 1997, Mr. Kasputys was granted in February
1995 options to purchase 51,000 Shares under the Issuer's 1992 Stock Option
Plan. Such options vest in installments of 33%, 67% and 100% of grant, with
the first installment vesting on February 24, 1996. The remaining 27,028
Shares were granted to Mr. Kasputys without monetary consideration under the
Issuer's Employee Stock Ownership Plan ("ESOP").
2
<PAGE> 5
Item 4. PURPOSE OF TRANSACTION.
----------------------
Mr. Kasputys was granted Shares and options for the reasons set forth
in Item 3 above.
From time to time, depending upon a number of factors, including, but
not limited to, general economic and business conditions and stock market
conditions, Joseph E. Kasputys may increase or decrease his equity interest in
the Issuer.
Joseph E. Kasputys, in his capacity as an officer and director of the
Issuer, may from time to time suggest plans or proposals which he believes to
be in the best interests of the Issuer and its shareholders regarding
transactions or changes for the consideration of the Issuer's management and
Board of Directors in the appropriate course of the Issuer's business. Mr.
Kasputys has not acquired his securities for the purpose of, nor does he have
any present intention in his capacity as a 7.51% shareholder of, suggesting
plans or proposals which would result in (i) the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale or transfer of a material amount of assets
of the Issuer or its subsidiaries; (iii) any change in the present Board of
Directors or management of the Issuer; (iv) any material change in the Issuer's
present capitalization or dividend policy or any other material change in the
Issuer's business or corporate structure; (v) any change in the Issuer's
charter or by-laws; or (vi) any change which would result in the Issuer's
Common Stock becoming eligible for termination of its registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934.
3
<PAGE> 6
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Joseph E. Kasputys beneficially owns 1,854,058 Shares, of which
1,375,050 Shares are subject to option. The 1,854,058 Shares represent
approximately 7.51% of the outstanding Shares of the Issuer. Mr. Kasputys has
sole voting and dispositive power with respect to all of such Shares, except
27,028 Shares held in the ESOP. Except for the exercise of 270,140 Shares
subject to option and related transactions as discussed in Item 1, Joseph E.
Kasputys has not effected any transaction in Shares during the past sixty (60)
days, and he knows of no other person who has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
Shares in which he has a beneficial interest.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
-------------------------------------------------------------
RESPECT TO SECURITIES OF THE ISSUER.
-----------------------------------
In addition to the matters noted in Items 3 and 4 above, Mr. Kasputys
has borrowed $788,991 from the Issuer on an interest-free basis as permitted
by the Incentive Plan, of which $541,791 remains outstanding as of March 15,
1995. These borrowed funds were used to pay federal and state taxes incurred
in connection with the receipt of Shares. In connection with the Issuer's and
certain shareholders' public offering of an aggregate of 4,356,200 Shares on
December 5, 1995, Mr. Kasputys agreed that for a period of 120 days after the
commencement of the public offering, he will not dispose of any Shares, except
as permitted under the Issuer's benefit plans.
Except as noted above, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among Mr. Kasputys and any
other person with respect to any securities of the Issuer including, but not
limited to, transfer or voting of any securities, finder's
4
<PAGE> 7
fees, joint ventures, loan or options arrangements, puts or calls, guarantees
of profits, division of profits or losses, or the giving or withholding of
proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
1. Agreement among PaineWebber Incorporated, Alex. Brown & Sons,
Incorporated, A.G. Edwards & Sons, Inc. as Representatives of the
several U.S. Underwriters; PaineWebber International (U.K.) Ltd., Alex.
Brown & Sons Incorporated, A.G. Edwards & Sons, Inc., as Manager of the
several International Underwriters; and Joseph E. Kasputys dated
December 5, 1995.
SIGNATURE
After reasonable 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: January 3, 1996
/s/ Joseph E. Kasputys
- --------------------------------
Joseph E. Kasputys
5
<PAGE> 1
December 5, 1995
PaineWebber Incorporated
Alex. Brown & Sons Incorporated
A.G. Edwards & Sons, Inc.
As Representatives of the several U.S. Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
PaineWebber International (U.K.) Ltd.
Alex. Brown & Sons Incorporated
A.G. Edwards & Sons, Inc.
As Managers of the several International Underwriters
c/o PaineWebber International (U.K.) Ltd.
1 Finsbury Avenue
London EC2M 2PA England
Ladies and Gentlemen:
In consideration of the agreement of (i) the several U.S. Underwriters for
which PaineWebber Incorporated, Alex. Brown & Sons Incorporated and A.G.
Edwards & Sons, Inc. (the "Representatives") intend to act as Representatives,
and (ii) the several International Underwriters, for which PaineWebber
International (U.K.) Ltd., Alex. Brown & Sons Incorporated and A.G. Edwards &
Sons, Inc. (the "Managers") intend to act as Managers, to underwrite a proposed
public offering (the "Offering") of 3,788,000 shares of Common Stock, without
par value (the "Common Stock") of Primark Corporation, a Michigan corporation,
as contemplated by a registration statement with respect to such shares filed
with the Securities and Exchange Commission on Form S-3 (Registration No. 33-
98834), the undersigned hereby agrees that the undersigned will not, for a
period of 120 days after the commencement of the public offering of such
shares, without the prior written consent of the Representatives and the
Managers, directly or indirectly assign, transfer, offer, sell, agree to sell,
hypothecate, or otherwise dispose of any shares of Common Stock, or securities
convertible into or exchangeable for or any rights to acquire shares of Common
Stock, except as permitted under the Company's benefit plans.
Very truly yours,
/s/ Joseph E. Kasputys
Joseph E. Kasputys
