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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: DECEMBER 9, 1997
DATE OF EARLIEST EVENT REPORTED: DECEMBER 8, 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 December 8, 1997, the Company entered into an agreement to sell its
subsidiary, TASC, Inc. for $432 million in cash, subject to adjustments
including changes in the TASC consolidated equity account through the date of
closing. Included in the sale is TASC's weather information subsidiary WSI
Corporation and affiliated weather information companies headquartered in the
United Kingdom.
The transaction is subject to certain consents, including those required by the
Hart-Scott-Rodino Anti-Trust Improvements Act and federal government national
security regulations. Given that TASC constitutes a significant portion of
Primark's revenues, net income and assets, the transaction will be submitted to
Primark shareholders for approval. It is anticipated that the closing will take
place by April 1, 1998.
The after-tax cash proceeds from the sale are estimated to be approximately $345
million. Primark intends to use a portion of the proceeds to redeem the
Company's $112 million Senior Notes due October 15, 2000. The Company will
consider using the balance of the proceeds for the reduction of bank debt, the
repurchase of shares of its common stock and acquisitions of businesses in
financial, economic and market research information.
The results of TASC's operations will be reported separately as a component of
discontinued operations. Prior year consolidated financial statements will be
restated to present the TASC business as a discontinued operation.
TASC, Inc. provides advanced information technology services to national
security, civilian government and commercial customers. On a consolidated basis,
TASC had revenues of $387.0 million for the year ended December 1996 and $324.8
million for the nine months ended September 1997.
Consummation of the proposed transaction will permit the Company's management to
focus all of its resources on the financial and economic information services
businesses and 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 also announced on December 8, 1997 that it continues to engage
BT/Alex. Brown to assist the Company in evaluating strategic alternatives that
could increase shareholder value. BT/Alex. Brown had been initially retained 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,
will explore various alternatives which could include, among other things, a
sale of the Company, repurchase of the Company's shares of common stock, further
reductions in bank debt or acquisitions in the financial, economic and market
research information services sector.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1* Stock Purchase Agreement by and among Primark Corporation, Primark
Information Services UK Limited and Litton Industries, Inc. and
Litton U.K. Limited dated as of December 8, 1997.
2.2* Information Technology Services Agreement by and among Primark
Corporation, TASC, Inc. and Litton Industries, Inc.
99.1 Press Release dated December 8, 1997.
* Indicates exhibit to be filed by amendment.
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: December 9, 1997 BY: /s/ Stephen H. Curran
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Stephen H. Curran
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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PRIMARK CORPORATION Exhibit 99.1
PRESS RELEASE
Jim Flanagan, Primark
(781) 487-2131
PRIMARK'S TASC UNIT TO BE ACQUIRED BY LITTON INDUSTRIES, INC.
PRIMARK TO FOCUS ON INFORMATION CONTENT FOR THE FINANCIAL INDUSTRY
WALTHAM, MA, December 8, 1997 -- Primark Corporation (NYSE/PSE:PMK) today
announced that it has executed an agreement with Litton Industries, Inc. (NYSE:
LIT) to sell its subsidiary TASC, Inc. for a cash purchase price of $432
million, subject to adjustments including changes in the TASC consolidated
equity account to the date of the closing. Included in the sale is TASC's
weather information subsidiary WSI Corporation and affiliated weather
information companies headquartered in the United Kingdom.
The transaction is subject to certain consents, including those required by the
Hart-Scott-Rodino Anti-Trust Improvements Act and federal government national
security regulations. Given that TASC constitutes a significant portion of
Primark's revenues, net income and assets, the transaction will be submitted to
Primark shareholders for approval. It is anticipated that the closing will take
place by April 1, of 1998.
TASC, Inc. provides advanced information technology services to national
security, civilian government and commercial customers. On a consolidated basis,
TASC had revenues in 1996 of $387.0 million and $324.8 million for the nine
months ended September 1997; earnings before interest, taxes, depreciation and
amortization (EBITDA) were $41.3 and $33.8, respectively, for the same periods.
As an essential part of the transaction, TASC will enter into a three-year
Information Technology Services agreement with Primark. Under this agreement,
TASC will continue to provide Primark with information technology research and
development, planning, and technical assistance. TASC will also continue to
manage the Primark Telecommunications Network and supply professional
information technology services to the business units of Primark and their
customers.
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The after-tax cash proceeds from the sale of TASC are estimated to be
approximately $345 million. Primark intends to use the proceeds to reduce a
portion of its debt, including redemption in full of the company's $112 million
8.75% Senior Notes due October 15, 2000. The company will also consider using a
portion of the proceeds to repurchase additional shares of its common stock and
for further acquisitions of businesses in financial, economic and market
research information.
"The sale of TASC is a key strategic move for Primark," said Joseph E. Kasputys,
Primark's chairman and chief executive officer. "The ongoing consolidation in
the national security industry and trends in government procurement make size
and scope key success factors in the markets served by TASC."
"The combination of TASC with the existing information technology businesses of
Litton will create a competitive company that can provide a broad-range of
professional services to its customers. Most important, the Primark/TASC
Information Technology Services agreement will preserve the working relationship
that keeps our products and operations at the leading edge of technology,"
Kasputys continued.
Kasputys stated, "With this move, Primark becomes totally focused on information
content, largely for investors and the financial industry. We will concentrate
our efforts on bringing even more and better information, analysis and software
for decision-makers."
BT Alex. Brown served as advisor to Primark for the TASC transaction. Given this
agreement to sell TASC, Primark further announced that BT Alex. Brown has also
been retained to explore additional alternatives that are available to the
company to increase shareholder value.
With the sale of TASC, Primark Corporation (www.primark.com) headquartered in
Waltham, Massachusetts will be a $400 million organization supplying financial,
economic and information technology research to the financial, corporate and
government markets. With 61 offices in 23 countries, Primark covers the globe
with timely information for decision-makers everywhere.
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