<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
PRIMARK CORPORATION
(NAME OF ISSUER)
PRIMARK CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
------------------------
<TABLE>
<S> <C>
COMMON STOCK, WITHOUT PAR VALUE 741903108
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
</TABLE>
MICHAEL R. KARGULA, EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET
SUITE 4300N
WALTHAM, MA 02154-1248
(781) 487-2120
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSONS(S) FILING STATEMENT)
------------------------
Copy to:
STEPHEN W. HAMILTON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-2111
(202) 371-7000
------------------------
MAY 20, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
------------------------
CALCULATION OF FILING FEE
<TABLE>
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ---------------------- --------------------
$166,000,000 $33,200
</TABLE>
- ---------------
* Calculated solely for purposes of determining the filing fee, based upon the
purchase of 4,000,000 shares at the maximum tender offer price per share of
$41.50.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
</TABLE>
================================================================================
<PAGE> 2
This Issuer Tender Offer Statement on Schedule 13E-4 (the "Statement")
relates to the tender offer by Primark Corporation, a Michigan corporation (the
"Company"), to purchase up to 4,000,000 shares of its common stock, without par
value (the "Shares") (including the associated common stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of May 29, 1997
between the Company and BankBoston, N.A., as the Rights Agent) at prices, net to
the seller in cash, not greater than $41.50 nor less than $34.00 per Share, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated May 20, 1998 (the "Offer to Purchase") and the related Letter of
Transmittal (which are herein collectively referred to as the "Offer"). Tenders
of Shares pursuant to the Offer will include a tender of the associated Rights
and no separate consideration will be paid for such Rights. Copies of such
documents are filed as Exhibits (a)(1) and (a)(2), respectively, to this
Statement.
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is Primark Corporation, a Michigan corporation.
The address of its principal executive offices is Primark Corporation, 1000
Winter Street, Suite 4300N, Waltham, Massachusetts 02154-1248.
(b) The information set forth in "Introduction," "Section 1. Number of
Shares; Proration" and "Section 9. Interests of Directors and Executive
Officers; Transactions and Arrangements Concerning the Shares" in the Offer to
Purchase is incorporated herein by reference. The Offer is being made to all
holders of Shares, including officers, directors and affiliates of the Company,
although the Company has been advised that none of its directors or executive
officers intends to tender any Shares pursuant to the Offer.
(c) The information set forth in "Introduction" and "Section 7. Price Range
of Shares; Dividends" in the Offer to Purchase is incorporated herein by
reference.
(d) This Statement is being filed by the Issuer.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in "Section 10. Source and Amount of
Funds" in the Offer to Purchase is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER.
(a)-(j) The information set forth in "Introduction," "Section 8. Background
and Purpose of the Offer; Certain Effects of the Offer," "Section 9. Interests
of Directors and Executive Officers; Transactions and Arrangements Concerning
the Shares," "Section 10. Source and Amount of Funds" and "Section 12. Effects
of the Offer on the Market for Shares; Registration Under the Exchange Act" in
the Offer to Purchase is incorporated herein by reference.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The information set forth in "Section 9. Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares" and
"Schedule I -- Certain Transactions Involving Shares" in the Offer to Purchase
is incorporated herein by reference.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in "Introduction," "Section 8. Background and
Purpose of the Offer; Certain Effects of the Offer" and "Section 9. Interests of
Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares" in the Offer to Purchase is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information set forth in "Introduction" and "Section 16. Fees and
Expenses" in the Offer to Purchase is incorporated herein by reference.
2
<PAGE> 3
ITEM 7. FINANCIAL INFORMATION.
(a)-(b) The information set forth in "Section 11. Certain Information About
the Company" in the Offer to Purchase is incorporated herein by reference. The
information set forth on (i) pages 18 through 34 of the Company's 1997 Annual
Report filed as Exhibit 13.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, filed as Exhibit (g)(1) hereto, and (ii)
pages 1 through 7 of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998, filed as Exhibit (g)(2) hereto, in each case, is
incorporated herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information set forth in "Section 13. Certain Legal Matters;
Regulatory Approvals" in the Offer to Purchase is incorporated herein by
reference.
(c) The information set forth in "Section 12. Effects of the Offer on the
Market for Shares; Registration Under the Exchange Act" in the Offer to Purchase
is incorporated herein by reference.
(d) Not applicable.
(e) The information set forth in the Offer to Purchase and the related
Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)
and (a)(2), respectively, is incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Form of Offer to Purchase dated May 20, 1998.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to Shareholders dated May 20, 1998 from the Chairman,
President and Chief Executive Officer of the Company.
(a)(7) Form of Letter from Fidelity Management Trust Company, as Trustee
("Fidelity"), to participants in the Company's Savings and Stock
Ownership Plan, including the form of Direction Form to Fidelity
from participants in such plan.
(a)(8) Form of Letter from the Company to participants in the Company's
Employee Stock Purchase Plan, including the form of Direction Form
to BankBoston, N.A. from participants in such plan.
(a)(9) Form of Letter from Fidelity to participants in the TASC, Inc.
Profit Sharing and Stock Ownership Plan, including the form of
Direction Form to Fidelity from participants in such plan.
(a)(10) Press Release issued by the Company dated May 12, 1998.
(a)(11) Summary Advertisement dated May 20, 1998.
(a)(12) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
(a)(13) Press Release issued by the Company dated May 20, 1998.
(b)(1) Credit Agreement, dated as of February 7, 1997, among the Company,
Lenders parties thereto from time to time, the Issuing Banks
referred to therein and Mellon Bank, N.A., as Agent, (previously
filed as Exhibit 10.17 of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996 filed with the
Commission on March 27, 1997 and incorporated
3
<PAGE> 4
herein by reference), as amended on May 1, 1997, June 30, 1997,
December 1, 1997 and March 6, 1998 (previously filed as Exhibits
10.1 and 10.2 of the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 filed with the Commission on August 14,
1997 and Exhibits 10.16.1 and 10.16.2 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1997 filed with
the Commission on March 30, 1998, respectively, and incorporated
herein by reference).
(g)(1) Pages 18 through 34 of the Company's 1997 Annual Report filed as
Exhibit 13.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (incorporated herein by
reference from the Company's Form 10-K filed with the Commission on
March 31, 1998).
(g)(2) Pages 1 through 7 of the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998 (incorporated herein by reference
from the Company's Form 10-Q filed with the Commission on May 12,
1998).
4
<PAGE> 5
SIGNATURE
After due 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.
PRIMARK CORPORATION
By: /s/ MICHAEL R. KARGULA
------------------------------------
MICHAEL R. KARGULA,
Executive Vice President,
General Counsel and Secretary
Dated: May 20, 1998
5
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM DESCRIPTION PAGE
---- ----------- ----
<S> <C> <C>
(a)(1) Form of Offer to Purchase dated May 20, 1998................
(a)(2) Form of Letter of Transmittal...............................
(a)(3) Form of Notice of Guaranteed Delivery.......................
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees................................
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees........
(a)(6) Form of Letter to Shareholders dated May 20, 1998 from the
Chairman, President and Chief Executive Officer of the
Company.....................................................
(a)(7) Form of Letter from Fidelity Management Trust Company, as
Trustee ("Fidelity"), to participants in the Company's
Savings and Stock Ownership Plan, including the form of
Direction Form to Fidelity from participants in such plan...
(a)(8) Form of Letter from the Company to participants in the
Company's Employee Stock Purchase Plan, including the form
of Direction Form to BankBoston, N.A. from participants in
such plan...................................................
(a)(9) Form of Letter from Fidelity to participants in the TASC,
Inc. Profit Sharing and Stock Ownership Plan, including the
form of Direction Form to Fidelity from participants in such
plan........................................................
(a)(10) Press Release issued by the Company dated May 12, 1998......
(a)(11) Summary Advertisement dated May 20, 1998....................
(a)(12) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9...............................
(a)(13) Press Release issued by the Company dated May 20, 1998......
(b)(1) Credit Agreement, dated as of February 7, 1997, among the
Company, Lenders parties thereto from time to time, the
Issuing Banks referred to therein and Mellon Bank, N.A., as
Agent, (previously filed as Exhibit 10.17 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 filed with the Commission on March 27,
1997 and incorporated herein by reference), as amended on
May 1, 1997, June 30, 1997, December 1, 1997 and March 6,
1998 (previously filed as Exhibits 10.1 and 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 filed with the Commission on August 14,
1997 and Exhibits 10.16.1 and 10.16.2 of the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 filed with the Commission on March 30,
1998, respectively, and incorporated herein by reference)...
(g)(1) Pages 18 through 34 of the Company's 1997 Annual Report
filed as Exhibit 13.1 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997
(incorporated herein by reference from the Company's Form
10-K filed with the Commission on March 31, 1998)...........
(g)(2) Pages 1 through 7 of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998 (incorporated
herein by reference from the Company's Form 10-Q filed with
the Commission on May 12, 1998).............................
</TABLE>
6
<PAGE> 1
EXHIBIT (a)(1)
[PRIMARK CORPORATION LOGO]
OFFER TO PURCHASE FOR CASH UP TO
4,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $41.50
NOR LESS THAN $34.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 17, 1998, UNLESS THE OFFER IS EXTENDED.
Primark Corporation, a Michigan corporation (the "Company"), invites its
shareholders to tender shares of its common stock, without par value (the
"Shares") (including the associated common stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of May 29, 1997 between the
Company and BankBoston, N.A., as the Rights Agent), to the Company at prices not
greater than $41.50 nor less than $34.00 per Share in cash, specified by
tendering shareholders, upon the terms and subject to the conditions set forth
in this Offer to Purchase and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). Unless the context
otherwise requires, all references to Shares shall include the associated
Rights.
The Company will, upon the terms and subject to the conditions of the Offer,
determine a single per Share price (not greater than $41.50 nor less than $34.00
per Share), net to the seller in cash (the "Purchase Price"), that it will pay
for Shares validly tendered and not withdrawn pursuant to the Offer, taking into
account the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 4,000,000 Shares validly tendered and not withdrawn pursuant to the
Offer (or such lesser number of Shares as are validly tendered at prices not
greater than $41.50 nor less than $34.00 per Share). The Company will pay the
Purchase Price for all Shares validly tendered at prices at or below the
Purchase Price and not withdrawn, upon the terms and subject to the conditions
of the Offer including the proration terms hereof. The Company reserves the
right, in its sole discretion, to purchase more than 4,000,000 Shares pursuant
to the Offer. Shares tendered at prices in excess of the Purchase Price and
Shares not purchased because of proration will be returned.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING OBTAINING A
BANK WAIVER UNDER THE COMPANY'S CREDIT AGREEMENT (AS DEFINED HEREIN) IF THE COST
OF THE OFFER EXCEEDS $150 MILLION. SEE SECTIONS 6 AND 10.
The Shares are listed and traded on the New York Stock Exchange, Inc. (the
"NYSE") and on the Pacific Exchange, Inc. (the "Pacific Exchange") under the
symbol "PMK." On May 11, 1998, the last full trading day on the NYSE prior to
announcement of the Offer, the closing per Share sales price as reported on the
NYSE Composite Tape was $33.625. SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR THE SHARES. SEE SECTION 7.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING OF
THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH
SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR
EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
------------------------
THE DEALER MANAGER FOR THE OFFER IS:
BT ALEX. BROWN INCORPORATED
The date of this Offer to Purchase is May 20, 1998.
<PAGE> 2
IMPORTANT
Any shareholders desiring to tender all or any portion of their Shares
should either (i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of Transmittal, mail
or deliver it with any required signature guarantee, or transmit an Agent's
Message (as defined in Section 3) in connection with a book-entry transfer, in
each case with any other required documents to BankBoston, N.A. (the
"Depositary"), and either mail or deliver the stock certificates for such Shares
to the Depositary (with all such other documents) or follow the procedure for
book-entry delivery set forth in Section 3, or (ii) request a broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such shareholder. A shareholder having Shares registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
that broker, dealer, commercial bank, trust company or other nominee if such
shareholder desires to tender such Shares. Shareholders who desire to tender
Shares and whose certificates for such Shares are not immediately available or
who cannot comply with the procedure for book-entry transfer on a timely basis
or whose other required documentation cannot be delivered to the Depositary, in
any case, by the expiration of the Offer should tender such Shares by following
the procedures for guaranteed delivery set forth in Section 3. TO EFFECT A VALID
TENDER OF THEIR SHARES, SHAREHOLDERS MUST VALIDLY COMPLETE THE LETTER OF
TRANSMITTAL, INCLUDING THE SECTION RELATING TO THE PRICE AT WHICH THEY ARE
TENDERING SHARES.
Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent at its address and telephone
number set forth on the back cover of this Offer to Purchase.
2
<PAGE> 3
SUMMARY
This general summary is provided for the convenience of the Company's
shareholders and is qualified in its entirety by reference to the full text and
more specific details of this Offer to Purchase.
Number of Shares to be
Purchased................ 4,000,000 Shares (or such lesser number of Shares
as are validly tendered).
Purchase Price............. The Company will determine a single per Share net
cash price, not greater than $41.50 nor less than
$34.00 per Share, that it will pay for Shares
validly tendered. All Shares acquired in the
Offer will be acquired at the Purchase Price even
if tendered below the Purchase Price. Each
shareholder desiring to tender Shares must (i)
specify in the Letter of Transmittal the minimum
price (not greater than $41.50 nor less than
$34.00 per Share) at which such shareholder is
willing to have Shares purchased by the Company
or (ii) elect to have such shareholder's Shares
purchased at a price determined by the Dutch
Auction tender process, which could result in
such Shares being purchased at the minimum price
of $34.00 per Share.
How to Tender Shares....... See Section 3. Call the Information Agent or
consult your broker for assistance.
Brokerage Commissions...... None.
Stock Transfer Tax......... None, if payment is made to the registered holder.
See Section 5.
Expiration and Proration
Dates...................... Wednesday, June 17, 1998, at 12:00 Midnight, New
York City time, unless extended by the Company.
Payment Date............... As soon as practicable after the Expiration Date.
Position of the Company and
its Directors.............. Neither the Company nor its Board of Directors
makes any recommendation to any shareholder as to
whether to tender or refrain from tendering
Shares.
Withdrawal Rights.......... Tendered Shares may be withdrawn at any time until
12:00 Midnight, New York City time, on Wednesday,
June 17, 1998, unless the Offer is extended by
the Company and, unless previously purchased,
after 12:00 Midnight, New York City time, on
Thursday, July 16, 1998. See Section 4.
Odd Lots................... There will be no proration of Shares tendered by
any shareholder owning beneficially fewer than
100 Shares in the aggregate (excluding Shares
attributable to individual accounts under the
Company's Savings Plan and PSSOP (each as defined
below), but including Shares attributable to
individual accounts under the Company's Stock
Purchase Plan (as defined below)) as of May 19,
1998, and continuing to beneficially own fewer
than 100 Shares on the Expiration Date, and who
tenders all such Shares at or below the Purchase
Price prior to the Expiration Date and who checks
the "Odd Lots" box in the Letter of Transmittal
and/or the Stock Purchase Plan Direction Form.
Further Developments
Regarding the Offer........ Call the Information Agent or consult your broker.
3
<PAGE> 4
THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH
THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFER TO
PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH RECOMMENDATION
OR ANY SUCH INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION PAGE
------- ----
<S> <C>
INTRODUCTION................................................ 5
THE OFFER................................................... 7
1. Number of Shares; Proration............................ 7
2. Tenders by Owners of Fewer Than 100 Shares............. 8
3. Procedure for Tendering Shares......................... 9
4. Withdrawal Rights...................................... 15
5. Purchase of Shares and Payment of Purchase Price....... 15
6. Certain Conditions of the Offer........................ 16
7. Price Range of Shares; Dividends....................... 18
8. Background and Purpose of the Offer; Certain Effects of
the Offer.............................................. 19
9. Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the
Shares................................................. 20
10. Source and Amount of Funds............................. 21
11. Certain Information About the Company.................. 21
12. Effects of the Offer on the Market for Shares;
Registration Under the Exchange Act.................... 32
13. Certain Legal Matters; Regulatory Approvals............ 32
14. Certain U.S. Federal Income Tax Consequences........... 32
15. Extension of the Offer; Termination; Amendments........ 34
16. Fees and Expenses...................................... 35
17. Miscellaneous.......................................... 36
SCHEDULE I -- Certain Transactions Involving Shares......... 37
</TABLE>
4
<PAGE> 5
TO THE HOLDERS OF SHARES OF
COMMON STOCK OF PRIMARK CORPORATION:
INTRODUCTION
Primark Corporation, a Michigan corporation (the "Company"), invites its
shareholders to tender shares of its common stock, without par value (the
"Shares") (including the associated common stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of May 29, 1997 between the
Company and BankBoston, N.A., as the Rights Agent), to the Company at prices not
greater than $41.50 nor less than $34.00 per Share in cash, specified by
tendering shareholders, upon the terms and subject to the conditions set forth
in this Offer to Purchase and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer"). Unless the context
otherwise requires, all references in this Offer to Purchase to Shares shall
include the associated Rights.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share price (not greater than $41.50 nor less than
$34.00 per Share), net to the seller in cash (the "Purchase Price"), that it
will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 4,000,000 Shares validly tendered and not withdrawn
pursuant to the Offer (or such lesser number of Shares as are validly tendered
at prices not greater than $41.50 nor less than $34.00 per Share). The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined in Section 1) at prices at or below the Purchase
Price and not withdrawn upon the terms and subject to the conditions of the
Offer including the proration terms described below. The Company reserves the
right, in its sole discretion, to purchase more than 4,000,000 Shares pursuant
to the Offer.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING
OBTAINING A BANK WAIVER UNDER THE COMPANY'S CREDIT AGREEMENT (AS DEFINED IN
SECTION 10) IF THE COST OF THE OFFER EXCEEDS $150 MILLION. SEE SECTIONS 6 AND
10.
If, before the Expiration Date, more than 4,000,000 Shares are validly
tendered at or below the Purchase Price and not withdrawn (or such greater
number of Shares as the Company may elect to purchase), the Company will, upon
the terms and subject to the conditions of the Offer, purchase Shares first from
all Odd Lot Owners (as defined in Section 2) who validly tender all their Shares
at or below the Purchase Price and then on a pro rata basis from all other
shareholders who validly tender Shares at prices at or below the Purchase Price
(and do not withdraw them prior to the Expiration Date). The Company will return
at its own expense all Shares not purchased pursuant to the Offer, including
Shares tendered at prices greater than the Purchase Price and Shares not
purchased because of proration. The Purchase Price will be paid net to the
tendering shareholder in cash for all Shares purchased. Tendering shareholders
will not be obligated to pay brokerage commissions, solicitation fees or,
subject to Instruction 7 of the Letter of Transmittal, stock transfer taxes on
the Company's purchase of Shares pursuant to the Offer. HOWEVER, ANY TENDERING
SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE, SIGN AND RETURN TO THE
DEPOSITARY (AS DEFINED BELOW) THE SUBSTITUTE FORM W-9 THAT IS INCLUDED AS PART
OF THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO REQUIRED BACKUP FEDERAL INCOME
TAX WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH SHAREHOLDER OR
OTHER PAYEE PURSUANT TO THE OFFER. SEE SECTION 3. In addition, the Company will
pay all fees and expenses of BT Alex. Brown Incorporated (the "Dealer Manager"),
D.F. King & Co., Inc. (the "Information Agent") and BankBoston, N.A. (the
"Depositary") in connection with the Offer. See Section 16.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
On December 8, 1997, in connection with the execution of the contract to
sell the Company's applied information technology subsidiary, TASC, Inc.
("TASC"), the Company announced that it was engaged in a
5
<PAGE> 6
review of strategic alternatives that could increase shareholder value. On May
12, 1998, the Company announced that, after a thorough review of various
alternatives, it had completed its review of strategic alternatives and
determined to continue to operate as an independent entity. At the same time,
the Company also stated its intent to commence the Offer and to restructure and
integrate its operations to improve the products and services supplied to its
customers and to increase margins. This internal restructuring is expected to
result in a second quarter restructuring charge currently estimated at
approximately $100 million, which largely represents non-cash items.
The Company anticipates that substantially all of the funds necessary to
consummate the Offer will be provided through unsecured borrowings under its
Credit Facility (as defined in Section 10), with the remaining amount to come
from cash held by the Company. Prior to the Expiration Date, the Company may
seek to (i) place up to $250 million of subordinated debt through a transaction
subject to Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended
(the "Securities Act"), (ii) increase by up to $100 million its existing Credit
Facility, (iii) enter into additional bank financing of up to $150 million, or
(iv) any combination of the foregoing that results in the Company having up to
$250 million of financing available for the Offer (any of such transactions are
referred to herein as the "Additional Financing"). The Company has reserved the
right to extend the length of the Offer and increase the number of Shares it is
willing to repurchase, should it obtain the Additional Financing prior to the
Expiration Date in an amount that would, in the Company's judgment after
consideration of then existing market conditions, permit it to do so. In
addition, if the Company were to place $250 million of subordinated debt through
a transaction subject to Rule 144A (a "Rule 144A Transaction") prior to the
Expiration Date, the Company intends to use the proceeds thereof to finance the
Offer instead of using the Credit Facility. There can be no assurance that the
Additional Financing will be so obtained or that the Company will determine to
increase the number of Shares to be repurchased in the Offer.
As of the close of business on May 15, 1998, there were 27,112,635 Shares
outstanding and 4,021,530 Shares issuable upon exercise of outstanding stock
options ("Options") under the Company's Stock Option Plan, as amended, 1992
Stock Option Plan, as amended, Stock Option Plan for Non-Employee Directors, as
amended, Executive Share Option Scheme, as amended, and stock option agreements
(collectively, the "Option Plans"). The 4,000,000 Shares that the Company is
offering to purchase represent approximately 14.75% of the outstanding Shares
(approximately 12.85% assuming the exercise of all outstanding Options).
The Company's Savings and Stock Ownership Plan, as amended (the "Savings
Plan"), a defined contribution 401(k) plan available to employees of the
Company, holds Shares in accounts for participants thereunder. Participants may
instruct Fidelity Management Trust Company ("Fidelity Management"), as trustee
of the Savings Plan, to tender all or part of the Shares attributable to a
participant's individual account by following the instructions set forth in
"Procedure for Tendering Shares -- Savings Plan" in Section 3.
Shareholders who are participants in the Company's 1992 Employee Stock
Purchase Plan (the "Stock Purchase Plan") may instruct BankBoston, N.A.
("BankBoston"), to tender all or part of the Shares attributable to the
participant's account in the Stock Purchase Plan by following the instructions
set forth in "Procedure for Tendering Shares -- Stock Purchase Plan" in Section
3.
The TASC Profit Sharing and Stock Ownership Plan (the "PSSOP"), a defined
contribution 401(k) plan available to employees of TASC, holds Shares in
accounts for participants thereunder. Participants may instruct Fidelity
Management, as trustee of the PSSOP, to tender all or part of the Shares
attributable to a participant's individual account by following the instructions
set forth in "Procedure for Tendering Shares -- PSSOP" in Section 3.
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights.
Unless the context otherwise requires, all references in this Offer to Purchase
to the Shares shall include the associated Rights. For a description of the
Rights, see Section 7.
The Shares are listed and traded on the New York Stock Exchange, Inc. (the
"NYSE") and the Pacific Exchange, Inc. (the "Pacific Exchange") under the symbol
"PMK." On May 11, 1998, the last full trading day on the NYSE prior to the
announcement of the Offer, the closing per Share sales price as reported on the
NYSE Composite Tape was $33.625. THE COMPANY URGES SHAREHOLDERS TO OBTAIN
CURRENT QUOTATIONS ON THE MARKET PRICE OF THE SHARES.
6
<PAGE> 7
THE OFFER
1. NUMBER OF SHARES; PRORATION.
Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment (and thereby purchase) 4,000,000 Shares or such lesser number
of Shares as are validly tendered before the Expiration Date (and not withdrawn
in accordance with Section 4) at a net cash price (determined in the manner set
forth below) not greater than $41.50 nor less than $34.00 per Share. The term
"Expiration Date" means 12:00 Midnight, New York City time, on Wednesday, June
17, 1998, unless and until the Company in its sole discretion shall have
extended the period of time during which the Offer is open, in which event the
term "Expiration Date" shall refer to the latest time and date at which the
Offer, as so extended by the Company, shall expire. See Section 15 for a
description of the Company's right to extend the time during which the Offer is
open and to delay, terminate or amend the Offer. Subject to Section 2, if the
Offer is oversubscribed, Shares tendered at or below the Purchase Price before
the Expiration Date will be eligible for proration. The proration period also
expires on the Expiration Date.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders. The Company will select the lowest Purchase Price that will allow
it to buy 4,000,000 Shares validly tendered and not withdrawn pursuant to the
Offer (or such lesser number as are validly tendered at prices not greater than
$41.50 nor less than $34.00 per Share). The Company reserves the right, in its
sole discretion, to purchase more than 4,000,000 Shares pursuant to the Offer,
but does not currently plan to do so. The Offer is not conditioned on any
minimum number of Shares being tendered. In accordance with applicable
regulations of the Securities and Exchange Commission (the "Commission"), the
Company may purchase pursuant to the Offer an additional amount of Shares not to
exceed 2% of the outstanding Shares without amending or extending the Offer. If
(i) the Company increases or decreases the price to be paid for Shares, the
Company increases or decreases the Dealer Manager's fee, the Company increases
the number of Shares being sought and such increase in the number of Shares
being sought exceeds 2% of the outstanding Shares, or the Company decreases the
number of Shares being sought and (ii) the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the tenth business day
from, and including, the date that notice of such increase or decrease is first
published, sent or given in the manner specified in Section 15, the Offer will
be extended until the expiration of such period of ten business days. For
purposes of the Offer, a "business day" means any day other than a Saturday,
Sunday or federal holiday and consists of the time period from 12:01 a.m.
through 12:00 Midnight, New York City time.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING
OBTAINING A BANK WAIVER UNDER THE COMPANY'S CREDIT AGREEMENT IF THE COST OF THE
OFFER EXCEEDS $150 MILLION. SEE SECTIONS 6 AND 10.
In accordance with Instruction 5 of the Letter of Transmittal, each
shareholder desiring to tender Shares must (i) specify the price (not greater
than $41.50 nor less than $34.00 per Share) at which such shareholder is willing
to have the Company purchase Shares or (ii) elect to have such shareholder's
Shares purchased at a price determined by the Dutch Auction tender process,
which could result in such Shares being purchased at the minimum price of $34.00
per Share. As promptly as practicable following the Expiration Date, the Company
will, in its sole discretion, determine the Purchase Price (not greater than
$41.50 nor less than $34.00 per Share) that it will pay for Shares validly
tendered and not withdrawn pursuant to the Offer, taking into account the number
of Shares so tendered and the prices specified by tendering shareholders. The
Company will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date at prices at or below the Purchase Price and not withdrawn, upon
the terms and subject to the conditions of the Offer. All Shares not purchased
pursuant to the Offer, including Shares tendered at prices greater than the
Purchase Price and Shares not purchased because of proration, will be returned
to the tendering shareholders at the Company's expense as promptly as
practicable following the Expiration Date.
7
<PAGE> 8
If the number of Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date is less than or equal to 4,000,000
Shares (or such greater number of Shares as the Company may elect to purchase
pursuant to the Offer), the Company will, upon the terms and subject to the
conditions of the Offer, purchase at the Purchase Price all Shares so tendered.
Priority. Upon the terms and subject to the conditions of the Offer, in
the event that prior to the Expiration Date more than 4,000,000 Shares (or such
greater number of Shares as the Company may elect to purchase pursuant to the
Offer) are validly tendered at or below the Purchase Price and not withdrawn,
the Company will purchase such validly tendered Shares in the following order of
priority:
(i) all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date by any Odd Lot Owner (as defined in
Section 2) who:
(a) tenders all Shares (excluding Shares attributable to individual
accounts under the Company's Savings Plan and the PSSOP, but including
Shares attributable to individual accounts under the Company's Stock
Purchase Plan) beneficially owned by such Odd Lot Owner at or below the
Purchase Price (partial tenders will not qualify for this preference);
and
(b) completes the box captioned "Odd Lots" on the Letter of
Transmittal (or, in the case of participants in the Stock Purchase Plan
holding an aggregate of fewer than 100 Shares, the Stock Purchase Plan
Direction Form sent to such participants (see Section 3)) and, if
applicable, on the Notice of Guaranteed Delivery; and
(ii) after purchase of all of the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date on a pro rata basis.
Proration. In the event that proration of tendered Shares is required, the
Company will determine the final proration factor as promptly as practicable
after the Expiration Date. Proration for each shareholder tendering Shares
(other than Odd Lot Owners) shall be based on the ratio of the number of Shares
tendered by such shareholder at or below the Purchase Price to the total number
of Shares tendered by all shareholders (other than Odd Lot Owners) at or below
the Purchase Price. This ratio will be applied to shareholders tendering Shares
(other than Odd Lot Owners) to determine the number of Shares that will be
purchased from each such shareholder pursuant to the Offer. Although the Company
does not expect to be able to announce the final results of such proration until
approximately seven business days after the Expiration Date, it will announce
preliminary results of proration by press release as promptly as practicable
after the Expiration Date. Shareholders can obtain such preliminary information
from the Information Agent and may be able to obtain such information from their
brokers.
As described in Section 14, the number of Shares that the Company will
purchase from a shareholder may affect the United States federal income tax
consequences to the shareholder of such purchase and therefore may be relevant
to a shareholder's decision whether to tender Shares. The Letter of Transmittal
affords each tendering shareholder the opportunity to designate the order of
priority in which Shares tendered are to be purchased in the event of proration.
This Offer to Purchase and the related Letter of Transmittal will be mailed
to record holders of Shares as of May 14, 1998 and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the Company's shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
2. TENDERS BY OWNERS OF FEWER THAN 100 SHARES.
The Company, upon the terms and subject to the conditions of the Offer,
will accept for purchase, without proration, all Shares validly tendered at or
below the Purchase Price and not withdrawn on or prior to the Expiration Date by
or on behalf of shareholders who beneficially owned as of the close of business
on May 19, 1998, and continue to beneficially own as of the Expiration Date, an
aggregate of fewer than 100 Shares, excluding Shares attributable to individual
accounts under the Savings Plan and the PSSOP, but including Shares attributable
to individual accounts under the Stock Purchase Plan ("Odd Lot Owners"). See
8
<PAGE> 9
Section 1. To avoid proration, however, an Odd Lot Owner must validly tender at
or below the Purchase Price all such Shares (excluding Shares attributable to
individual accounts under the Savings Plan and the PSSOP, but including Shares
attributable to individual accounts under the Stock Purchase Plan) that such Odd
Lot Owner beneficially owns. This preference is not available to partial tenders
or to owners of 100 or more Shares in the aggregate (excluding Shares
attributable to individual accounts under the Savings Plan and the PSSOP, but
including Shares attributable to individual accounts under the Stock Purchase
Plan), even if such owners have separate stock certificates for fewer than 100
such Shares. Any Odd Lot Owner wishing to tender all such Shares beneficially
owned by such shareholder pursuant to this Offer must complete the box captioned
"Odd Lots" in the Letter of Transmittal (or, with respect to participants in the
Stock Purchase Plan who are Odd Lot Owners, the Stock Purchase Plan Direction
Form sent to such participants) and, if applicable, on the Notice of Guaranteed
Delivery and must properly indicate in the section entitled "Price (In Dollars)
Per Share At Which Shares Are Being Tendered" in the Letter of Transmittal (or
the Stock Purchase Plan Direction Form, if applicable) the price at which such
Shares are being tendered, or may elect to have all of such shareholder's Shares
(excluding Shares attributable to individual accounts under the Savings Plan and
the PSSOP, but including Shares attributable to individual accounts under the
Stock Purchase Plan) purchased at the Purchase Price determined by the Dutch
Auction tender process. See Section 3. Shareholders owning an aggregate of less
than 100 Shares whose Shares are purchased pursuant to the Offer will avoid both
the payment of brokerage commissions and any applicable odd lot discounts
payable on a sale of their Shares in transactions on a stock exchange, including
the NYSE.
As of May 15, 1998, there were approximately 8,101 holders of record of
Shares. Approximately 70% of these holders of record held individually fewer
than 100 Shares and held in the aggregate approximately 165,551 Shares. Because
of the large number of Shares held in the names of brokers and nominees, the
Company is unable to estimate the number of beneficial owners of fewer than 100
Shares or the aggregate number of Shares they own.
The Company also reserves the right, but will not be obligated, to purchase
all Shares duly tendered by any shareholder who tendered any Shares beneficially
owned at or below the Purchase Price and who, as a result of proration, would
then beneficially own an aggregate of fewer than 100 Shares. If the Company
exercises this right, it will increase the number of Shares that it is offering
to purchase in the Offer by the number of Shares purchased through the exercise
of such right.
3. PROCEDURE FOR TENDERING SHARES.
Proper Tender of Shares. For Shares to be validly tendered pursuant to the
Offer:
(i) the certificates for such Shares (or confirmation of receipt of
such Shares pursuant to the procedures for book-entry transfer set forth
below), together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer, in each case together with any other documents required by the
Letter of Transmittal, must be received prior to 12:00 Midnight, New York
City time, on the Expiration Date by the Depositary at its address set
forth on the back cover of this Offer to Purchase; or
(ii) the tendering shareholder must comply with the guaranteed
delivery procedure set forth below.
AS SPECIFIED IN INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL, EACH
SHAREHOLDER DESIRING TO TENDER SHARES PURSUANT TO THE OFFER MUST EITHER (A)
CHECK THE BOX IN THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES
TENDERED AT PRICE DETERMINED BY DUTCH AUCTION" OR (B) CHECK ONE OF THE BOXES IN
THE SECTION OF THE LETTER OF TRANSMITTAL CAPTIONED "SHARES TENDERED AT A PRICE
DETERMINED BY SHAREHOLDER."
A SHAREHOLDER WHO WISHES TO MAXIMIZE THE CHANCE THAT SUCH SHAREHOLDER'S
SHARES WILL BE PURCHASED AT THE RELEVANT PURCHASE PRICE SHOULD CHECK THE BOX ON
THE LETTER OF TRANSMITTAL MARKED "SHARES TENDERED AT PRICE DETERMINED BY DUTCH
AUCTION." NOTE THAT THIS ELECTION COULD RESULT IN SUCH SHAREHOLDER'S SHARES
BEING PURCHASED AT THE MINIMUM PRICE OF $34.00 PER SHARE. A SHAREHOLDER WHO
WISHES TO INDICATE A SPECIFIC PRICE (IN MULTIPLES OF $.125) AT WHICH SUCH
SHAREHOLDER'S SHARES ARE BEING TENDERED MUST CHECK A BOX UNDER THE
9
<PAGE> 10
SECTION CAPTIONED "SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER" OF THE
LETTER OF TRANSMITTAL IN THE TABLE LABELED "PRICE (IN DOLLARS) PER SHARE AT
WHICH SHARES ARE BEING TENDERED." A SHAREHOLDER WHO WISHES TO TENDER SHARES AT
MORE THAN ONE PRICE MUST COMPLETE SEPARATE LETTERS OF TRANSMITTAL FOR EACH PRICE
AT WHICH SUCH SHARES ARE BEING TENDERED. THE SAME SHARES CANNOT BE TENDERED AT
MORE THAN ONE PRICE.
A TENDER OF SHARES WILL BE PROPER IF, AND ONLY IF, ON THE LETTER OF
TRANSMITTAL EITHER THE BOX IN THE SECTION CAPTIONED "SHARES TENDERED AT PRICE
DETERMINED BY DUTCH AUCTION" OR ONE OF THE BOXES IN THE SECTION CAPTIONED
"SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER" IS CHECKED.
Odd Lot Owners who tender all Shares must complete the section entitled
"Odd Lots" on the Letter of Transmittal (or, in the case of participants in the
Stock Purchase Plan who are Odd Lot Owners, the Stock Purchase Plan Direction
Form sent to such participants (see Stock Purchase Plan, below)) and, if
applicable, on the Notice of Guaranteed Delivery, in order to qualify for the
preferential treatment available to Odd Lot Owners as set forth in Section 2.
Signature Guarantees and Method of Delivery. No signature guarantee is
required on the Letter of Transmittal if (i) the Letter of Transmittal is signed
by the registered holder of the Shares (which term, for purposes of this
Section, includes any participant in The Depository Trust Company (the
"Book-Entry Transfer Facility") whose name appears on a security position
listing as the holder of the Shares) tendered therewith and payment and delivery
are to be made directly to such registered holder, or (ii) Shares are tendered
for the account of a firm or other entity that is a member in good standing of
the Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"). In this regard see Section 5 for information with respect to
applicable stock transfer taxes. In all other cases, all signatures on the
Letter of Transmittal must be guaranteed by an Eligible Institution. See
Instruction 1 of the Letter of Transmittal. If a certificate representing Shares
is registered in the name of a person other then the signer of a Letter of
Transmittal, or if payment is to be made, or Shares not purchased or tendered
are to be returned, to a person other than the registered holder, the
certificate must be endorsed or accompanied by an appropriate stock power, in
either case signed exactly as the name of the registered holder appears on the
certificate, with the signature on the certificate or stock power guaranteed by
an Eligible Institution. In all cases, payment for Shares tendered and accepted
for payment pursuant to the Offer will be made only after timely receipt by the
Depositary of certificates for such Shares (or a timely confirmation of a
book-entry transfer of such Shares into the Depositary's account at the
Book-Entry Transfer Facility as described below), a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof), or an
Agent's Message in connection with a book-entry transfer, together with any
other documents required by the Letter of Transmittal.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
Book-Entry Delivery. The Depositary will establish an account with respect
to the Shares at the Book-Entry Transfer Facility for purposes of the Offer
within two business days after the date of this Offer to Purchase. Any financial
institution that is a participant in the Book-Entry Transfer Facility's system
may make book-entry delivery of the Shares by causing the Book-Entry Transfer
Facility to transfer such Shares into the Depositary's account in accordance
with the Book-Entry Transfer Facility's procedure for such transfer. Even though
delivery of Shares may be effected through book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility, a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile thereof),
with any required signature guarantees, or an Agent's Message, in each case
together with any other required documents must, in any case, be transmitted to
and received by the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase prior to the Expiration Date, or the guaranteed
delivery procedure set forth below must be followed. The confirmation of a
book-entry transfer of Shares into the Depositary's account at the Book-Entry
Transfer Facility as described above is referred to herein as a "Book-Entry
Confirmation." DELIVERY OF THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED
DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
10
<PAGE> 11
The term "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that such participant has received and
agrees to be bound by the terms of the Letter of Transmittal and that the
Company may enforce such agreement against the participant.
Guaranteed Delivery. If a shareholder desires to tender Shares pursuant to
the Offer and such shareholder's Share certificates cannot be delivered to the
Depositary prior to the Expiration Date (or the procedures for book-entry
transfer cannot be completed on a timely basis) or time will not permit all
required documents to reach the Depositary before the Expiration Date, such
Shares may nevertheless be tendered provided that all of the following
conditions are satisfied:
(i) such tender is made by or through an Eligible Institution;
(ii) the Depositary receives (by hand, mail, overnight courier,
telegram or facsimile transmission), on or prior to the Expiration Date, a
properly completed and duly executed Notice of Guaranteed Delivery
substantially in the form the Company has provided with this Offer to
Purchase (indicating the price at which the Shares are being tendered),
including (where required) a signature guarantee by an Eligible Institution
in the form set forth in such Notice of Guaranteed Delivery; and
(iii) the certificates for all tendered Shares in proper form for
transfer (or confirmation of book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility), together with a
properly completed and duly executed Letter of Transmittal (or manually
signed facsimile thereof) and any required signature guarantees (or, in the
case of book-entry transfer, an Agent's Message) and any other documents
required by the Letter of Transmittal, are received by the Depositary no
later than 5:00 p.m., New York City time, on the third NYSE trading day
after the date the Depositary receives such Notice of Guaranteed Delivery.
Return of Unpurchased Shares. If any tendered Shares are not purchased, or
if less than all Shares evidenced by a shareholder's certificates are tendered,
certificates for unpurchased Shares will be returned as promptly as practicable
after the expiration or termination of the Offer or, in the case of Shares
tendered by book-entry transfer at the Book-Entry Transfer Facility, such Shares
will be credited to the appropriate account maintained by the tendering
shareholder at the Book-Entry Transfer Facility, in each case without expense to
such shareholder.
Backup Federal Income Tax Withholding. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies under penalties of
perjury that such number is correct. Therefore, each tendering shareholder
should complete and sign the Substitute Form W-9 included as part of the Letter
of Transmittal so as to provide the information and certification necessary to
avoid backup withholding, unless such shareholder otherwise establishes to the
satisfaction of the Depositary that the shareholder is not subject to backup
withholding. Certain shareholders (including, among others, all corporations and
certain foreign shareholders (in addition to foreign corporations)) are not
subject to these backup withholding and reporting requirements. In order for a
foreign shareholder to qualify as an exempt recipient, that shareholder must
submit an IRS Form W-8 or a Substitute Form W-9, signed under penalties of
perjury, attesting to that shareholder's exempt status. Such statements can be
obtained from the Depositary. See Instructions 10 and 11 of the Letter of
Transmittal. Backup withholding is not an additional tax; any amounts so
withheld may be credited against the U.S. federal income tax liability of the
beneficial holder subject to the withholding.
TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 31% OF THE GROSS
PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING
MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER
11
<PAGE> 12
IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED AS PART OF THE LETTER OF TRANSMITTAL.
For a discussion of certain United States federal income tax consequences
to tendering shareholders, see Section 14.
Withholding for Foreign Shareholders. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign shareholder or his or her agent unless the
Depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
within the United States. For this purpose, a foreign shareholder is any
shareholder that is not (i) a citizen or resident of the United States, (ii) a
corporation, partnership, or other entity created or organized in or under the
laws of the United States, any State or any political subdivision thereof, (iii)
an estate the income of which is subject to United States federal income
taxation regardless of the source of such income, or (iv) a trust whose
administration is subject to the primary supervision of a United States court
and which has one or more United States fiduciaries who have the authority to
control all substantial decisions of the trust. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a foreign shareholder must deliver
to the Depositary before the payment a properly completed and executed IRS Form
1001. In order to obtain an exemption from withholding on the grounds that the
gross proceeds paid pursuant to the Offer are effectively connected with the
conduct of a trade or business within the United States, a foreign shareholder
must deliver to the Depositary a properly completed and executed IRS Form 4224.
The Depositary will determine a shareholder's status as a foreign shareholder
and eligibility for a reduced rate of, or exemption from, withholding by
reference to any outstanding certificates or statements concerning eligibility
for a reduced rate of, or exemption from, withholding (e.g., IRS Form 1001 or
IRS Form 4224) unless facts and circumstances indicate that such reliance is not
warranted. A foreign shareholder may be eligible to obtain a refund of all or a
portion of any tax withheld if such shareholder meets the "complete redemption,"
"substantially disproportionate" or "not essentially equivalent to a dividend"
test described in Section 14 or is otherwise able to establish that no tax or a
reduced amount of tax is due. Backup withholding generally will not apply to
amounts subject to the 30% or a treaty-reduced rate of withholding. Foreign
shareholders are urged to consult their own tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption, and the refund
procedure. See Instructions 10 and 11 of the Letter of Transmittal.
Savings Plan. As of May 15, 1998, the Savings Plan held 392,087 Shares,
all of which were attributable to the individual accounts of the Savings Plan
participants, beneficiaries of deceased participants and alternate payees
pursuant to qualified domestic relations orders (collectively referred to as
"participants"). Such Shares will, subject to the limitations of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and applicable
regulations thereunder, be tendered (or not tendered) by Fidelity Management, as
trustee of the Savings Plan, according to the instructions of participants to
Fidelity Management. Shares for which Fidelity Management has not received
timely instructions from participants will not be tendered by Fidelity
Management, in accordance with the terms of the Savings Plan and the trust
agreement. Fidelity Management will make available to participants whose Shares
are attributable to individual accounts under the Savings Plan all documents
furnished to shareholders generally in connection with the Offer. Each such
participant will also receive a "Direction Form" upon which the participant may
instruct Fidelity Management regarding the Offer. Each participant may direct
that all, some or none of the Shares attributable to such participant's account
under the Savings Plan be tendered and the price at which such Shares are to be
tendered or at the Purchase Price determined by the Dutch Auction tender
process. Shares held by Fidelity Management pending allocation in the Savings
Plan shall be tendered by Fidelity Management in the same proportion as are
tendered those Shares with respect to which Fidelity Management has received
instructions from participants. Fidelity Management will also provide additional
information in a separate letter with respect to the application of the Offer to
participants in the Savings Plan. PARTICIPANTS IN THE SAVINGS PLAN MAY NOT USE
THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE SHARES ATTRIBUTABLE TO
THEIR INDIVIDUAL
12
<PAGE> 13
ACCOUNTS, BUT MUST USE THE SAVINGS PLAN DIRECTION FORM SENT TO THEM.
PARTICIPANTS IN THE SAVINGS PLAN ARE URGED TO READ THE SAVINGS PLAN DIRECTION
FORM AND RELATED MATERIALS CAREFULLY.
ERISA prohibits the sale of Shares to the Company for less than adequate
consideration, which Fidelity Management will determine based on the closing
market price of the Shares on or about the date the Shares are tendered by
Fidelity Management pursuant to the Offer. Accordingly, depending on the closing
market price of the Shares on such date, Fidelity Management may be unable to
tender Shares at certain directed prices within the offered range. In such
event, Fidelity Management will follow participants' directions regarding the
number of Shares to be tendered but will increase the price at which such Shares
are tendered to such closing market price, which may result in such Shares not
being purchased pursuant to the Offer.
All proceeds received by Fidelity Management on account of Shares purchased
from the Savings Plan will be reinvested in the Primark Money Market Fund as
soon as administratively possible and such investment will be credited to the
participant's individual account. Participants may contact Fidelity Management
after the reinvestment is complete at (800) 421-3844 to have any proceeds of the
sale of Shares that were reinvested in the Primark Money Market Fund invested in
a different manner subject to the provisions of the Savings Plan.
Stock Purchase Plan. As of May 15, 1998, the Stock Purchase Plan held
334,005 Shares. Shares attributable to participants' accounts under the Stock
Purchase Plan will be tendered by BankBoston according to instructions provided
to it from participants in the Stock Purchase Plan. Shares for which BankBoston
has not received timely instructions from participants will not be tendered.
BankBoston will make available to the participants whose Shares are attributable
to individual accounts under the Stock Purchase Plan all documents furnished to
shareholders generally in connection with the Offer. Each participant will also
receive a Direction Form upon which the participant may instruct BankBoston
regarding the Offer. Each participant may direct that all, some or none of the
Shares attributable to the participant's account under the Stock Purchase Plan
be tendered and the price at which such participant's Shares are to be tendered
or at the Purchase Price determined by the Dutch Auction tender process. All of
the Shares of any participant who owns beneficially an aggregate of fewer than
100 Shares (excluding Shares attributable to individual accounts under the
Savings Plan and the PSSOP, but including Shares attributable to individual
accounts under the Stock Purchase Plan) and tenders all of such Shares in
accordance with Section 2 hereof will be purchased by the Company without
proration. See Section 2. The Company will also provide additional information
in a separate letter with respect to the application of the Offer to
participants in the Stock Purchase Plan. Participants may only tender Shares
attributable to their individual accounts under the Stock Purchase Plan that
they have beneficially owned for more than two years. PARTICIPANTS IN THE STOCK
PURCHASE PLAN MAY NOT USE THE LETTER OF TRANSMITTAL TO DIRECT THE TENDER OF THE
SHARES ATTRIBUTABLE TO THEIR INDIVIDUAL ACCOUNTS, BUT MUST USE THE STOCK
PURCHASE PLAN DIRECTION FORM SENT TO THEM. PARTICIPANTS IN THE STOCK PURCHASE
PLAN ARE URGED TO READ THE STOCK PURCHASE PLAN DIRECTION FORM AND RELATED
MATERIALS CAREFULLY.
PSSOP. As of May 15, 1998, the PSSOP held 630,742 Shares, all of which
were attributable to the individual accounts of the PSSOP participants,
beneficiaries of deceased participants and alternate payees pursuant to
qualified domestic relations orders (collectively referred to as
"participants"). Such Shares will, subject to the limitations of ERISA, and
applicable regulations thereunder, be tendered (or not tendered) by Fidelity
Management, as trustee of the PSSOP, according to the instructions of
participants to Fidelity Management. Shares for which Fidelity Management has
not received timely instructions from participants will not be tendered by
Fidelity Management, in accordance with the terms of the PSSOP and the
applicable trust agreement. Fidelity Management will make available to
participants whose Shares are attributable to individual accounts under the
PSSOP all documents furnished to shareholders generally in connection with the
Offer. Each such participant will also receive a PSSOP Direction Form upon which
the participant may instruct Fidelity Management regarding the Offer. Each
participant may direct that all, some or none of the Shares attributable to such
participant's account under the PSSOP be tendered and the price at which such
Shares are to be tendered or at the Purchase Price determined by the Dutch
Auction tender process. Fidelity Management will also provide additional
information in a separate letter with respect to the application of the Offer to
participants in the PSSOP. PARTICIPANTS IN THE PSSOP MAY NOT USE THE LETTER OF
TRANSMITTAL TO DIRECT THE TENDER OF THE SHARES ATTRIBUTABLE TO THEIR INDIVIDUAL
ACCOUNTS, BUT MUST USE THE PSSOP DIRECTION
13
<PAGE> 14
FORM SENT TO THEM. PARTICIPANTS IN THE PSSOP ARE URGED TO READ THE PSSOP
DIRECTION FORM AND RELATED MATERIALS CAREFULLY.
ERISA prohibits the sale of Shares to the Company for less than adequate
consideration, which Fidelity Management will determine based on the closing
market price of the Shares on or about the date the Shares are tendered by
Fidelity Management pursuant to the Offer. Accordingly, depending on the closing
market price of the Shares on such date, Fidelity Management may be unable to
tender Shares at certain directed prices within the offered range. In such
event, Fidelity Management will follow participants' directions regarding the
number of Shares to be tendered but will increase the price at which such Shares
are tendered to such closing market price, which may result in such Shares not
being purchased pursuant to the Offer.
All proceeds received by Fidelity Management on account of Shares purchased
from the PSSOP will be reinvested in the Fidelity Puritan Fund as soon as
administratively possible and such investment will be credited to the plan
participant's individual account. Participants may contact Fidelity Management
after the reinvestment is complete at (800) 421-3844 to have any proceeds of the
sale of Shares that were reinvested in the Fidelity Puritan Fund invested in a
different manner subject to the provisions of the PSSOP.
Tendering Shareholder's Representation and Warranty; Company's Acceptance
Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a person
acting alone or in concert with others, directly or indirectly, to tender Shares
for such person's own account unless at the time of tender and at the Expiration
Date such person has a "net long position" equal to or greater than the amount
tendered in (i) the Shares and will deliver or cause to be delivered such Shares
for the purpose of tender to the Company within the period specified in the
Offer, or (ii) other securities immediately convertible into, exercisable for or
exchangeable into Shares ("Equivalent Securities") and, upon the acceptance of
such tender, will acquire such Shares by conversion, exchange or exercise of
such Equivalent Securities to the extent required by the terms of the Offer and
will deliver or cause to be delivered such Shares so acquired for the purpose of
tender to the Company within the period specified in the Offer. Rule 14e-4 also
provides a similar restriction applicable to the tender or guarantee of a tender
on behalf of another person. A tender of Shares made pursuant to any method of
delivery set forth herein will constitute the tendering shareholder's
representation and warranty to the Company that (i) such shareholder has a "net
long position" in Shares or Equivalent Securities being tendered within the
meaning of Rule 14e-4, and (ii) such tender of Shares complies with Rule 14e-4.
The Company's acceptance for payment of Shares tendered pursuant to the Offer
will constitute a binding agreement between the tendering shareholder and the
Company upon the terms and subject to the conditions of the Offer.
Determinations of Validity; Rejection of Shares; Waiver of Defects; No
Obligation to Give Notice of Defects. All questions as to the number of Shares
to be accepted, the price to be paid therefor and the validity, form,
eligibility (including time of receipt) and acceptance for payment of any tender
of Shares will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. The Company reserves
the absolute right to reject any or all tenders it determines not to be in
proper form or the acceptance of or payment for which may, in the opinion of the
Company's counsel, be unlawful. The Company also reserves the absolute right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular Shares or any particular shareholder. No tender of
Shares will be deemed to be properly made until all defects or irregularities
have been cured or waived. None of the Company, the Dealer Manager, the
Depositary, the Information Agent or any other person is or will be obligated to
give notice of any defects or irregularities in tenders, and none of them will
incur any liability for failure to give any such notice.
CERTIFICATES FOR SHARES, TOGETHER WITH A PROPERLY COMPLETED LETTER OF
TRANSMITTAL AND ANY OTHER DOCUMENTS REQUIRED BY THE LETTER OF TRANSMITTAL, MUST
BE DELIVERED TO THE DEPOSITARY AND NOT TO THE COMPANY. ANY SUCH DOCUMENTS
DELIVERED TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE
WILL NOT BE DEEMED TO BE VALIDLY TENDERED.
14
<PAGE> 15
4. WITHDRAWAL RIGHTS.
Except as otherwise provided in this Section 4, tenders of Shares pursuant
to the Offer are irrevocable. Shares tendered pursuant to the Offer may be
withdrawn at any time before the Expiration Date and, unless accepted for
payment by the Company as provided in this Offer to Purchase, may also be
withdrawn after 12:00 Midnight, New York City time, on Thursday, July 16, 1998.
For a withdrawal to be effective, the Depositary must receive (at its
address set forth on the back cover of this Offer to Purchase) a notice of
withdrawal in written, telegraphic or facsimile transmission form on a timely
basis. Such notice of withdrawal must specify the name of the person who
tendered the Shares to be withdrawn, the number of Shares tendered, the number
of Shares to be withdrawn and the name of the registered holder, if different
from that of the person who tendered such Shares. If the certificates have been
delivered or otherwise identified to the Depositary, then, prior to the release
of such certificates, the tendering shareholder must also submit the serial
numbers shown on the particular certificates evidencing the Shares and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution (except in the case of Shares tendered by an Eligible Institution).
If Shares have been tendered pursuant to the procedure for book-entry transfer
set forth in Section 3, the notice of withdrawal must specify the name and the
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares and otherwise comply with the procedures of such facility.
All questions as to the form and validity, including time of receipt, of notices
of withdrawal will be determined by the Company, in its sole discretion, which
determination shall be final and binding on all parties. None of the Company,
the Dealer Manager, the Depositary, the Information Agent or any other person is
or will be obligated to give any notice of any defects or irregularities in any
notice of withdrawal, and none of them will incur any liability for failure to
give any such notice. Withdrawals may not be rescinded, and any Shares properly
withdrawn will thereafter be deemed not tendered for purposes of the Offer.
However, withdrawn Shares may be re-tendered before the Expiration Date by again
following any of the procedures described in Section 3.
If the Company extends the Offer, is delayed in its purchase of Shares or
is unable to purchase Shares pursuant to the Offer for any reason, then, without
prejudice to the Company's rights under the Offer, the Depositary may, subject
to applicable law, retain on behalf of the Company all tendered Shares, and such
Shares may not be withdrawn except to the extent tendering shareholders are
entitled to withdrawal rights as described in this Section 4.
Participants in the Savings Plan, the Stock Purchase Plan and the PSSOP
should disregard the foregoing procedures with respect to Shares attributable to
their individual accounts under the Savings Plan, the Stock Purchase Plan and
the PSSOP and should follow the procedures for withdrawal included in the
applicable letter furnished to such participants.
5. PURCHASE OF SHARES AND PAYMENT OF PURCHASE PRICE.
The Company will, upon the terms and subject to the conditions of the
Offer, determine a single per Share Purchase Price that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer, taking into account
the number of Shares so tendered and the prices specified by tendering
shareholders, and will accept for payment and pay for (and thereby purchase)
Shares validly tendered at or below the Purchase Price and not withdrawn as soon
as practicable after the Expiration Date. For purposes of the Offer, the Company
will be deemed to have accepted for payment (and therefore purchased), subject
to proration, Shares that are validly tendered at or below the Purchase Price
and not withdrawn when, as and if it gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, the Company will
purchase and pay a single per Share Purchase Price for all of the Shares
accepted for payment pursuant to the Offer as soon as practicable after the
Expiration Date. In all cases, payment for Shares tendered and accepted for
payment pursuant to the Offer will be made promptly (subject to possible delay
in the event of proration) but only after timely receipt by the Depositary of
certificates for Shares (or of a timely Book-Entry Confirmation of such Shares
into the Depositary's account at the Book-Entry Transfer Facility), a properly
completed and duly
15
<PAGE> 16
executed Letter of Transmittal (or manually signed facsimile thereof), or, in
the case of a book-entry transfer, an Agent's Message, in each case together
with any other required documents.
Payment for Shares purchased pursuant to the Offer will be made by
depositing the aggregate Purchase Price therefor with the Depositary, which will
act as agent for tendering shareholders for the purpose of receiving payment
from the Company and transmitting payment to the tendering shareholders. In the
event of proration, the Company will determine the proration factor and pay for
those tendered Shares accepted for payment as soon as practicable after the
Expiration Date. However, the Company does not expect to be able to announce the
final results of any such proration until approximately seven business days
after the Expiration Date. Under no circumstances will the Company pay interest
on the Purchase Price including, without limitation, by reason of any delay in
making payment. Certificates for all Shares not purchased, including all Shares
tendered at prices greater than the Purchase Price and Shares not purchased due
to proration, will be returned (or, in the case of Shares tendered by book-entry
transfer, such Shares will be credited to the account maintained with the
Book-Entry Transfer Facility by the participant who so delivered such Shares) as
promptly as practicable following the Expiration Date or termination of the
Offer without expense to the tendering shareholder. In addition, if certain
events occur, the Company may not be obligated to purchase Shares pursuant to
the Offer. See Section 6.
The Company will pay all stock transfer taxes, if any, payable on the
transfer to it of Shares purchased pursuant to the Offer; provided, however,
that if payment of the Purchase Price is to be made to, or (in the circumstances
permitted by the Offer) if unpurchased Shares are to be registered in the name
of, any person other than the registered holder, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, the amount of all stock transfer taxes, if any (whether imposed on
the registered holder or such other person), payable on account of the transfer
to such person will be deducted from the Purchase Price unless evidence
satisfactory to the Company of the payment of such taxes or exemption therefrom
is submitted. See Instruction 7 of the Letter of Transmittal.
Any tendering shareholder or other payee who fails to complete fully, sign
and return to the Depositary the Substitute Form W-9 included as part of the
Letter of Transmittal may be subject to required backup U.S. federal income tax
withholding of 31% of the gross proceeds paid to such shareholder or other payee
pursuant to the Offer. See Section 3. Also see Section 3 regarding U.S. federal
income tax consequences for foreign shareholders.
6. CERTAIN CONDITIONS OF THE OFFER.
Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and may
terminate or amend the Offer or may postpone the acceptance for payment of, or
the purchase of and the payment for Shares tendered, subject to Rule 13e-4(f)
promulgated under the Exchange Act, if at any time on or after May 20, 1998 and
prior to the time of payment for any such Shares (whether any Shares have
theretofore been accepted for payment, purchased or paid for pursuant to the
Offer) any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's judgment in
any such case and regardless of the circumstances giving rise thereto (including
any action or omission to act by the Company), makes it inadvisable to proceed
with the Offer or with such acceptance for payment or payment:
(a) there shall have been threatened, instituted or be pending before
any court, agency, authority or other tribunal any action, suit or
proceeding by any government or governmental, regulatory or administrative
agency or authority or by any other person, domestic, foreign or
supranational, or any judgment, order or injunction entered, enforced or
deemed applicable by any such court, authority, agency or tribunal, which
(i) challenges or seeks to make illegal, or to delay or otherwise directly
or indirectly to restrain, prohibit or otherwise affect the making of the
Offer, the acquisition of Shares pursuant to the Offer or is otherwise
related in any manner to, or otherwise affects, the Offer or (ii) could, in
the sole judgment of the Company, materially affect the business, condition
(financial or otherwise), income, operations or prospects of the Company
and its subsidiaries, taken as a whole, or otherwise
16
<PAGE> 17
materially impair in any way the contemplated future conduct of the
business of the Company and its subsidiaries, taken as a whole, or
materially impair the Offer's contemplated benefits to the Company; or
(b) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation invoked, proposed,
sought, promulgated, enacted, entered, amended, enforced or deemed to be
applicable to the Offer or the Company or any of its subsidiaries, by any
government or governmental, regulatory or administrative authority or
agency or tribunal, domestic, foreign or supranational, which, in the sole
judgment of the Company, would or might directly or indirectly result in
any of the consequences referred to in clause (i) or (ii) of paragraph (a)
above; or
(c) there shall have occurred (i) the declaration of any banking
moratorium or any suspension of payments in respect of banks in the United
States (whether or not mandatory); (ii) any general suspension of trading
in, or limitation on prices for, securities on any United States national
securities exchange or in the over-the-counter market; (iii) the
commencement of a war, armed hostilities or any other national or
international crisis directly or indirectly involving the United States;
(iv) any limitation (whether or not mandatory) by any governmental,
regulatory or administrative agency or authority on, or any event which, in
the sole judgment of the Company might materially affect, the extension of
credit by banks or other lending institutions in the United States; (v) any
significant decrease in the market price of the Shares or in the market
prices of equity securities generally in the United States or any change in
the general political, market, economic or financial conditions in the
United States or abroad that could have in the sole judgment of the Company
a material adverse effect on the business, condition (financial or
otherwise), income, operations or prospects of the Company and its
subsidiaries, taken as a whole, or on the trading in the Shares or on the
proposed financing of the Offer; (vi) in the case of any of the foregoing
existing at the time of the announcement of the Offer, a material
acceleration or worsening thereof; or (vii) any decline in either the Dow
Jones Industrial Average or the S&P 500 Composite Index by an amount in
excess of 10% measured from the close of business on May 19, 1998; or
(d) any change shall occur or be threatened in the business, condition
(financial or otherwise), income, operations or prospects of the Company
and its subsidiaries, taken as a whole, which in the sole judgment of the
Company is or may be material to the Company and its subsidiaries taken as
a whole; or
(e) a tender or exchange offer with respect to some or all of the
Shares (other than the Offer), or a merger or acquisition proposal for the
Company, shall have been proposed, announced or made by another person or
shall have been publicly disclosed, or the Company shall have learned that
(i) any person or "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) has acquired or proposes to acquire beneficial ownership of
more than 5% of the outstanding Shares whether through the acquisition of
stock, the formation of a group, the grant of any option or right, or
otherwise (other than as disclosed in a Schedule 13D or 13G on file with
the Commission on May 19, 1998) or (ii) any such person or group that on or
prior to May 19, 1998 had filed such a Schedule with the Commission
thereafter shall have acquired or shall propose to acquire whether through
the acquisition of stock, the formation of a group, the grant of any option
or right, or otherwise, beneficial ownership of additional Shares
representing 2% or more of the outstanding Shares; or
(f) any person or group shall have filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, reflecting an intent to acquire the Company or any of its Shares;
or
(g) the Company is not able to obtain a waiver from the parties to the
Credit Agreement in the event that the aggregate cost of the Offer exceeds
$150 million. See Section 10.
The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition (including any action or inaction by the Company) or may be waived by
the Company in whole or in part. The Company's failure at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right, and
each such right shall be deemed an ongoing right that may be asserted at any
time and from time to time. In certain circumstances,
17
<PAGE> 18
if the Company waives any of the foregoing conditions, it may be required to
extend the Expiration Date of the Offer. Any determination by the Company
concerning the events described above and any related judgment or decision by
the Company regarding the inadvisability of proceeding with the purchase of or
payment for any Shares tendered will be final and binding on all parties.
7. PRICE RANGE OF SHARES; DIVIDENDS.
The Shares are listed and traded on the NYSE and the Pacific Exchange under
the symbol "PMK." The Company does not pay dividends on the Shares. The high and
low closing sales prices per Share on the NYSE Composite Tape as compiled from
published financial sources for the periods indicated are listed below:
<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
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............................................. $43 7/8 $38
Second Quarter (through May 18, 1998)..................... 43 5/8 32 1/2
</TABLE>
The closing per Share sales price as reported on the NYSE Composite Tape on
May 11, 1998, the last full trading day before the announcement of the Offer,
was $33 5/8. THE COMPANY URGES SHAREHOLDERS TO OBTAIN CURRENT QUOTATIONS OF THE
MARKET PRICE OF THE SHARES.
On May 28, 1997, the Board of Directors of the Company adopted a Rights
Agreement, (the "Rights Agreement"), pursuant to which the Rights were
distributed to shareholders of record at the close of business on the expiration
date of the prior rights agreement on the basis of one Right for each Share
held. In general, the Rights become exercisable or transferable only upon the
occurrence of certain events related to changes in ownership of the Shares. Once
exercisable, each Right entitles its holder to purchase from the Company one
Share at a purchase price of $138 per Share, subject to adjustment. Upon the
occurrence of certain other events related to changes in the ownership of the
Shares, each holder of a Right would be entitled to receive, upon exercise, (i)
one Share in exchange for 10% of the then current market price of the Shares, or
(ii) shares of an acquiring corporation's common stock having a market value
equal to two times the exercise price of the Right. The Rights expire on January
25, 2008 and, subject to certain conditions, may be redeemed by the Board of
Directors at any time at a price of $.01 per Right. The Rights are not currently
exercisable and trade together with the Shares associated therewith. Absent
circumstances causing the Rights to become exercisable or separately tradeable
prior to the Expiration Date, the tender of any Shares pursuant to the Offer
will include the tender of the associated Rights. No separate consideration will
be paid for such Rights. Upon the purchase of Shares by the Company pursuant to
the Offer, the sellers of the Shares so purchased will no longer own the Rights
associated with such Shares.
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement, a copy of which has been included as an
exhibit to the Company's Current Report on Form 8-K filed with the Commission on
June 20, 1997. Such Form 8-K and the exhibit thereto may be obtained from the
Commission in the manner provided in Section 11.
18
<PAGE> 19
8. BACKGROUND AND PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER.
On December 8, 1997, in connection with the execution of the contract to
sell the Company's applied information technology subsidiary, TASC, the Company
announced that it was engaged in a review of strategic alternatives that could
increase shareholder value. On May 12, 1998, the Company announced that, after a
thorough review of various alternatives, it had completed its review of
strategic alternatives and determined to continue to operate as an independent
entity. At the same time, the Company also stated its intent to commence the
Offer and to restructure and integrate its operations to improve the products
and services supplied to its customers and to increase margins. This internal
restructuring is expected to result in a second quarter restructuring charge
currently estimated at approximately $100 million, which largely represents
non-cash items.
The Company anticipates that substantially all of the funds necessary to
consummate the Offer will be provided through unsecured borrowings under its
Credit Facility, with the remaining amount to come from cash held by the
Company. Prior to the Expiration Date, the Company may seek Additional
Financing. The Company has reserved the right to extend the length of the Offer
and increase the number of Shares it is willing to repurchase, should it obtain
the Additional Financing prior to the Expiration Date in an amount that would,
in the Company's judgment after consideration of then existing market
conditions, permit it to do so. In addition, if the Rule 144A Transaction is
consummated prior to the Expiration Date, the Company intends to use the
proceeds thereof to finance the Offer instead of using the Credit Facility.
There can be no assurance that the Additional Financing will be so obtained or
that the Company will determine to increase the number of Shares to be
repurchased in the Offer.
The Board of Directors believes that, given the Company's businesses,
assets and prospects, the purchase of the Shares pursuant to the Offer is an
attractive investment that will benefit the Company and its remaining
shareholders. The Company believes that the purchase of Shares is consistent
with its long-term goals and that, after the Offer is completed, the Company
will have sufficient cash flow and access to other sources of capital in order
to fund its working capital needs and provide for its current capital
expenditure requirements as well as to fund its growth initiatives, including
building its businesses and making strategic acquisitions. The Offer provides
shareholders who are considering a sale of all or a portion of their Shares the
opportunity to determine the price or prices (not greater than $41.50 nor less
than $34.00 per Share) at which they are willing to sell their Shares and, if
any of such Shares are purchased pursuant to the Offer, to sell those Shares for
cash to the Company without the usual costs associated with a market sale. The
Offer gives shareholders an opportunity to sell their Shares at a price greater
than the prevailing market prices of the Shares immediately prior to the
announcement of the Offer. The Offer would also allow Odd Lot Owners whose
Shares are purchased pursuant to the Offer to avoid both the payment of
brokerage commissions and any applicable odd lot discounts payable on sales of
odd lots on a securities exchange. To the extent the purchase of Shares in the
Offer results in a reduction in the number of shareholders of record, the costs
to the Company for services to shareholders should be reduced. Shareholders who
determine not to accept the Offer will increase their proportionate interest in
the Company's equity, and therefore in the Company's future earnings and assets,
subject to the Company's right to issue additional Shares and other equity
securities in the future.
In connection with the Offer, the Company has determined not to continue
with the open-market repurchase program authorized by the Board of Directors on
April 25, 1997. The Company may in the future, however, again authorize
repurchases of the Shares on the open market, in privately negotiated
transactions, through tender offers or otherwise. Any such purchases may be on
the same terms or on terms that are more or less favorable to shareholders than
the terms of the Offer. However, under the Exchange Act rules, the Company and
its affiliates are prohibited from purchasing any Shares other than pursuant to
the Offer, until at least ten business days after the Expiration Date. Any
possible future purchases by the Company will depend on many factors, including
the market price of the Shares, the results of the Offer, the Company's business
and financial position and general economic and market conditions.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES AND
19
<PAGE> 20
NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS HAS AUTHORIZED ANY PERSON TO MAKE
ANY SUCH RECOMMENDATION. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
Shares that the Company acquires pursuant to the Offer will become
authorized but unissued Shares and will be available for issuance by the Company
without further shareholder action (except as may be required by applicable law
or the rules of the securities exchanges on which the Shares are listed) for
purposes including, but not limited to, the acquisition of other businesses,
raising of additional capital for use in the Company's businesses, and
satisfaction of obligations under existing or future employee benefit plans. The
Company has no current plan for issuance of Shares repurchased pursuant to the
Offer.
Except as disclosed in this Offer to Purchase, the Company currently has no
plans or proposals that relate to or would result in (a) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any or all of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present Board of
Directors or management of the Company; (e) any material change in the present
dividend rate or policy, or indebtedness or capitalization of the Company; (f)
any other material change in the Company's corporate structure or business; (g)
any change in the Company's Certificate of Incorporation or By-Laws or any
actions which may impede the acquisition of control of the Company by any
person; (h) a class of equity security of the Company being delisted from a
national securities exchange; (i) a class of equity security of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) the suspension of the Company's obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
9. INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS; TRANSACTIONS AND ARRANGEMENTS
CONCERNING THE SHARES.
As of May 15, 1998, there were 27,112,635 Shares outstanding and 4,021,530
Shares issuable upon the exercise of all outstanding Options. As of May 15,
1998, the Company's directors and executive officers as a group (11 persons)
beneficially owned 3,064,928 Shares (including 1,657,360 Shares issuable upon
the exercise of Options exercisable within 60 days of such date), which
constituted approximately 10.65% of the outstanding Shares (including Shares
issuable if Options held by the Company's directors and executive officers
exercisable within 60 days of such date were exercised) at such time. If the
Company purchases 4,000,000 Shares pursuant to the Offer (approximately 14.75%
of the outstanding Shares as of May 15, 1998) and no director or executive
officer tenders Shares pursuant to the Offer (as is intended by the directors
and executive officers), then after the purchase of Shares pursuant to the
Offer, the Company's directors and executive officers as a group would
beneficially own approximately 12.37% of the outstanding Shares (including
Shares issuable if Options held by the Company's directors and executive
officers exercisable within 60 days of such date were exercised).
Based on the Company's records and information provided to the Company by
its directors, executive officers, associates and subsidiaries, neither the
Company nor any of its associates or subsidiaries or persons controlling the
Company nor, to the best of the Company's knowledge, any of the directors or
executive officers of the Company, nor any associates or subsidiaries of such
directors or executive officers, has effected any transactions in the Shares
during the 40 business days prior to the date hereof.
Except as set forth in this Offer to Purchase, neither the Company or any
person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to the Offer with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities, joint
ventures, loan or option arrangements, puts or calls, guarantees of loans,
guarantees against loss or the giving or withholding of proxies, consents or
authorizations).
20
<PAGE> 21
10. SOURCE AND AMOUNT OF FUNDS.
Assuming that the Company purchases 4,000,000 Shares pursuant to the Offer
at the maximum specified purchase price of $41.50 per Share, the Company expects
the maximum aggregate cost, including all fees and expenses applicable to the
Offer, to be approximately $167 million. The Company anticipates that
substantially all of the funds necessary to pay such amounts will be provided
through unsecured borrowings under its Revolving Credit Agreement, dated as of
February 7, 1997, among the Company, the Lenders parties thereto from time to
time, the Issuing Banks referred to therein, and Mellon Bank, N.A., as Agent, as
amended (the "Credit Agreement"), with the remaining amount to come from cash
held by the Company. Pursuant to the Credit Agreement, the Company has a $225
million revolving credit facility (the "Credit Facility"). Pursuant to an
amendment to the Credit Agreement dated as of May 8, 1998, the Company has the
ability to utilize $150 million for the repurchase of Shares through the Offer.
Loans made under the Credit Facility bear interest at rates ranging from 0.375%
to 1.00% above the current prevailing LIBOR rate of interest. The final maturity
date of any loan under the Credit Facility is December 31, 2002, unless extended
pursuant to the terms of the Credit Agreement. The Credit Agreement includes
representations and warranties, covenants, events of default and other terms
customary to financing of this type. A copy of the Credit Agreement and
amendments thereto have been filed with the Commission as exhibits to the
Company's Annual Reports on Form 10-K for the fiscal years ended December 31,
1996 and 1997 and Quarterly Report on Form 10-Q for the quarter ended June 30,
1997.
In the event that the aggregate cost of the Offer exceeds $150 million, in
order to consummate the Offer the Company would have to obtain a waiver under
the Credit Agreement, which prohibits stock repurchases in excess of $150
million. See Section 6.
The Company expects to repay indebtedness incurred under the Credit
Facility as a result of the Offer through cash flow from operations and/or
future borrowings. In this regard, the Company may seek Additional Financing
which may take the form of the Rule 144A Transaction. If the Rule 144A
Transaction is consummated, such proceeds would be used to repay indebtedness
under the Credit Agreement. If the Rule 144A Transaction is consummated prior to
the Expiration Date, the Company intends to use the proceeds thereof to finance
the Offer instead of using the Credit Facility. If the Additional Financing is
in an amount that would, in the Company's judgment after consideration of then
existing market conditions, permit it to purchase more than 4,000,000 Shares,
the Company may extend the length of the Offer and increase the number of Shares
it is willing to repurchase. The Company expects to repay any Additional
Financing through cash flow from operations and/or future borrowings. See
Section 8.
11. CERTAIN INFORMATION ABOUT THE COMPANY.
The Company is engaged principally in the information services industry
serving financial, corporate and governmental customers. The Company's
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. The Company also has an
equity interest in Primark Decision Economics, Inc. The Company 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 Company also owns Yankee Group Research, Inc. which
supplies market research to vendors and users of telecommunications and
computing in the applied technology market. 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
have been accounted for within discontinued operations.
The principal executive office of the Company is located at 1000 Winter
Street, Suite 4300N, Waltham, Massachusetts 02154-1248.
21
<PAGE> 22
HISTORICAL FINANCIAL INFORMATION
Historical Financial Information. The table entitled "Historical Financial
Information" on the following page sets forth summary historical consolidated
financial information of the Company and its subsidiaries. The historical
financial information for fiscal years 1996 and 1997 has been derived from, and
should be read in conjunction with, the audited consolidated financial
statements of the Company as reported in the Company's Annual Reports on Form
10-K for the fiscal years ended December 31, 1996 and December 31, 1997 and is
hereby incorporated herein by reference. In addition, the historical financial
information for that portion of fiscal year 1998 presented is unaudited. Such
historical financial information for fiscal year 1998 was set forth in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and
is hereby incorporated herein by reference. The summary historical financial
information should be read in conjunction with, and is qualified in its entirety
by reference to, the audited financial statements and the related notes thereto
from which it has been derived. Copies of reports may be inspected or obtained
from the Commission in the manner specified in "-- Additional Information"
below.
Recent Financial Information. The Company has disclosed its intentions to
review its current corporate structure now that its former subsidiary TASC has
been sold. The internal restructuring plans are expected to require a
restructuring charge currently estimated at approximately $100 million and may
be less based upon the nature and extent of the restructuring of operations.
Most of the anticipated write-offs will be non-cash and are expected to be
recorded in the second quarter of 1998.
22
<PAGE> 23
PRIMARK CORPORATION AND SUBSIDIARIES
HISTORICAL FINANCIAL INFORMATION
(THOUSANDS EXCEPT RATIOS AND PER SHARE DATA)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
--------------------------- -----------------------
DECEMBER 31, DECEMBER 31, MARCH 31, MARCH 31,
1997 1996 1998 1997
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
STATEMENT OF INCOME DATA
Operating Revenues............................... $ 397,875 $277,063 $ 104,411 $ 94,681
Income From Continuing Operations Before Income
Taxes.......................................... 19,953 19,948 7,057 656
Income (Loss) From Continuing Operations......... 6,990 12,516 3,622 (1,823)
Discontinued Operations
Discontinued Operations, Net of Income Tax
Expense of $11,988 and $14,005, at December 31,
1997 and 1996, respectively and $3,724 and
$3,572 at March 31, 1998 and 1997,
respectively................................... 14,680 16,192 4,898 5,938
Gain on Disposal of Discontinued Operations, Net
of Income Tax Expense of $5,407................ -- 8,400 -- --
---------- -------- ---------- ----------
Total Discontinued Operations............... $ 14,680 $ 24,592 $ 4,898 $ 5,938
Income Before Extraordinary Loss..................... $ 21,670 $ 37,108 $ 8,520 $ 4,115
Extraordinary Loss On Early Extinguishment of Debt
Net of Income Tax Benefit of $1,379................ (1,955) -- -- (1,955)
Net Income........................................... 19,715 37,108 8,520 2,160
Dividends on Preferred Stock......................... -- (359) -- --
---------- -------- ---------- ----------
Net Income Applicable to Common Stock................ $ 19,715 $ 36,749 $ 8,520 $ 2,160
========== ======== ========== ==========
Earnings Per Common Share
Income (Loss) From Continuing Operations......... $ 0.26 $ 0.49 $ 0.13 $ (0.07)
Discontinued Operations.......................... 0.56 0.99 0.18 0.22
Extraordinary Loss............................... (0.07) -- -- (0.07)
---------- -------- ---------- ----------
Net Income....................................... $ 0.75 $ 1.48 $ 0.32 $ 0.08
========== ======== ========== ==========
Earnings Per Common Share -- Assuming Dilution
Income (Loss) From Continuing Operations......... $ 0.25 $ 0.46 $ 0.13 $ (0.06)
Discontinued Operations.......................... 0.53 0.92 0.17 0.21
Extraordinary Loss............................... (0.07) -- -- (0.07)
---------- -------- ---------- ----------
Net Income....................................... $ 0.71 $ 1.38 $ 0.30 $ 0.08
========== ======== ========== ==========
Weighted Average Common and Common Equivalent Shares
Outstanding
Basic............................................ 26,348 24,813 26,942 27,089
Effect of Dilutive Securities.................... 1,596 1,758 1,299 1,556
---------- -------- ---------- ----------
Diluted.......................................... 27,944 26,571 28,241 28,645
---------- -------- ---------- ----------
Ratio of Earnings to fixed charges(1)................ 1.97 2.19 2.34 1.14
AT DECEMBER 31, AT MARCH 31,
--------------------------- -----------------------
1997 1996 1998 1997
------------ ------------ ---------- ----------
BALANCE SHEET DATA
Working Capital.................................. $ 133,005 $(60,507) $ 145,224 $ (48,369)
Total Assets..................................... 1,043,809 920,801 1,090,172 1,052,604
Total Assets less Goodwill, Net of Accumulated
Amortization of $41,834 and $26,502 at December
31, 1997 and 1996, respectively, and $45,751
and $30,151 at March 31, 1998 and 1997,
respectively................................... 487,072 427,966 537,361 484,083
Total Long-Term Debt............................. 331,260 241,822 326,220 340,175
Shareholders' Equity............................. 470,971 475,830 484,792 477,667
Book Value Per Common Share...................... $ 17.57 $ 17.58 $ 17.94 $ 17.58
</TABLE>
- ---------------
(1) The ratio of earnings to fixed charges is calculated as the amount of
earnings before taxes from continuing operations plus fixed charges from
continuing operations divided by the amount of fixed charges from continuing
operations. Fixed charges include interest expense from continuing
operations plus the estimated interest component of operating leases. The
interest component of operating leases is estimated to be approximately 33%
of such amounts.
23
<PAGE> 24
PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma consolidated financial information for the year
ended December 31, 1997 and the period ended March 31, 1998, presented herein
gives effect to the Company's sale of TASC and The Analytic Sciences Corporation
Limited ("TASC U.K.") and the Offer. For purposes of the Unaudited Pro Forma
Consolidated Financial Information, the term TASC shall mean TASC and TASC U.K.
The unaudited pro forma financial information is based upon the historical
financial statements of the Company and TASC for the year ended December 31,
1997 and the period ended March 31, 1998.
The Unaudited Pro Forma Consolidated Financial Statements give effect to
events that are directly attributable to the sale of TASC and the Offer and
expected to have a continuing impact on the Company. Explanations for these
adjustments are included in the Notes to the Unaudited Pro Forma Consolidated
Condensed Balance Sheet and Statement of Income. The pro forma condensed
consolidated statement of income includes the operations of Baseline Financial
Services, Inc. and WEFA, Inc. from their January 6, 1997 and February 7, 1997
dates of acquisition, respectively. Other than inclusion of operations from
their respective dates of acquisition, the Unaudited Pro Forma Consolidated
Financial Statements do not include the impact of pro forma adjustments related
to these acquisitions as they were not material in the aggregate or on a
stand-alone basis.
PRIMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997
(THOUSANDS)
<TABLE>
<CAPTION>
UNAUDITED AT $34 UNAUDITED AT $41.50
TASC SALE TASC SALE PRO PURCHASE PRO PURCHASE
AS REPORTED TRANSACTION ADJUSTMENTS FORMA PRICE FORMA PRICE
----------- ----------- ----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Cash and Cash Equivalents..... $ 12,780 $ 426,006 (2) $(426,006)(3) $ 12,780 $ 12,780
Accounts Receivable........... 79,630 79,630 79,630
Federal and State Income Tax
Benefit..................... 21,304 21,304 21,304
Net Assets of Discontinued
Operations.................. 197,330 (155,376)(2) 41,954 41,954
Other Current Assets.......... 24,036 24,036 24,036
Goodwill, Net................. 556,737 556,737 556,737
Capitalized Data and Other
Intangibles, Net............ 47,512 (3,665)(4) 43,972 43,972
125 (4)
Capitalized Software, Net..... 48,645 48,645 48,645
Other Assets.................. 8,980 8,980 8,980
Property, Plant and
Equipment................... 46,855 46,855 46,855
---------- --------- --------- --------- --------- --------- ---------
Total Assets.............. $1,043,809 $ 270,630 $(429,546) $ 884,893 $ -- $ 884,893 $ --
========== ========= ========= ========= ========= ========= =========
Notes Payable................. $ 27,602 $ 7,408 (4) $ 35,010 137,000 (6)$ 172,010 $ 167,000
Accounts Payable and Accrued
Liabilities................. 38,710 (2,329)(3) 36,381 36,381
Foreign and Other Taxes
Payable..................... 10,717 94,061(2) (94,061)(3) 8,855 8,855
(1,862)(5) --
Deferred Income............... 69,931 69,931 69,931
Long Term Debt................ 342,561 (7,408)(4) 11,106 11,106
(324,047)(3)
Deferred Income Taxes......... 21,133 (1,600)(4) 19,533 19,533
Other Liabilities............. 62,184 62,184 62,184
Stockholders' Equity.......... 470,971 176,569(2) (3,038)(5) 641,893 (137,000)(6) 504,893 (167,000)(6)
(2,609)(4)
---------- --------- --------- --------- --------- --------- ---------
Total Liabilities and
Stockholders' Equity.... $1,043,809 $ 270,630 $(429,546) $ 884,893 $ -- $ 884,893 $ --
========== ========= ========= ========= ========= ========= =========
<CAPTION>
UNAUDITED
PRO
FORMA
---------
<S> <C>
Cash and Cash Equivalents..... $ 12,780
Accounts Receivable........... 79,630
Federal and State Income Tax
Benefit..................... 21,304
Net Assets of Discontinued
Operations.................. 41,954
Other Current Assets.......... 24,036
Goodwill, Net................. 556,737
Capitalized Data and Other
Intangibles, Net............ 43,972
Capitalized Software, Net..... 48,645
Other Assets.................. 8,980
Property, Plant and
Equipment................... 46,855
---------
Total Assets.............. $ 884,893
=========
Notes Payable................. $ 202,010
Accounts Payable and Accrued
Liabilities................. 36,381
Foreign and Other Taxes
Payable..................... 8,855
--
Deferred Income............... 69,931
Long Term Debt................ 11,106
Deferred Income Taxes......... 19,533
Other Liabilities............. 62,184
Stockholders' Equity.......... 474,893
---------
Total Liabilities and
Stockholders' Equity.... $ 884,893
=========
</TABLE>
The notes to the unaudited pro forma condensed consolidated balance sheet are an
integral part of this statement.
24
<PAGE> 25
PRIMARK CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
1. BASIS OF PRESENTATION
The pro forma condensed consolidated balance sheet gives effect to the
following two key transactions: (i) the sale of TASC to Litton Industries, Inc.
and its affiliate, pursuant to a Stock Purchase Agreement dated as of December
8, 1997 and (ii) the repurchase of 4,000,000 shares of common stock at either
$34.00 per share or $41.50 per share.
2. SALE OF TASC
The pro forma condensed consolidated balance sheet gives effect to the sale
of TASC for $432,000,000 net of closing adjustments estimated to be $1,506,000
for the period ended December 31, 1997 and estimated transaction costs and
success fees of $7,500,000. Income taxes associated with the sale of TASC are
estimated to be $94,061,000.
3. USE OF PROCEEDS
The pro forma condensed consolidated balance sheet gives effect to the use
of proceeds from the sale of TASC to (i) prepay all amounts outstanding on the
Company's $112,000,000 senior callable bonds, including a 4.375% premium
aggregating $4,900,000 together with the accrued interest thereon, (ii) repay
$212,591,000 of the Company's outstanding term loan together with accrued
interest thereon, and (iii) fund the estimated income tax liability associated
with the proposed transaction of $94,061,000.
4. DEBT ISSUE COSTS
The pro forma condensed consolidated balance sheet gives effect to the
write-off of unamortized debt issue cost of $3,665,000 and related tax benefit
of $1,393,000 associated with prepayment of the senior callable bonds and term
loan described in (3) above. At December 31, 1997 there was $544,000 of
unamortized original issue discounts that has been written off, net of a related
tax benefit of $207,000. Such amounts are reflected as an extraordinary item in
the Company's pro forma consolidated statement of income. Additionally, the pro
forma balance sheet gives effect to the $125,000 deferred debt cost created as
part of the Company's amendment to the terms of its revolving credit facility
and term loan agreements. Under the terms of the new agreement, in addition to
prepaying the amounts described above under "Use of Proceeds," the Company
replaced its $75,000,000 credit facility with a $225,000,000 revolving credit
facility.
5. DEBT PREPAYMENT PREMIUM
The pro forma condensed consolidated balance sheet gives effect to a charge
for the prepayment premium of $4,900,000 net of a tax benefit of $1,862,000 as
described in (3) above. Such amounts are reflected as an extraordinary item in
the Company's pro forma consolidated statement of income.
6. REPURCHASE OF COMMON STOCK
The amount actually borrowed to repurchase shares of common stock will
depend upon the price per share and the extent to which the Company uses
additional borrowings or cash on hand for their repurchase. For the purpose of
the pro forma balance sheet, borrowings of either $137,000,000 or $167,000,000
were assumed for the repurchase of 4,000,000 shares of common stock at purchase
prices of either $34.00 per share or $41.50 per share. Included in the amount
borrowed are estimated transaction costs for repurchasing the 4,000,000 shares
of $1,000,000.
25
<PAGE> 26
PRIMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
AT
UNAUDITED AT $34 UNAUDITED $41.50 UNAUDITED
TASC PRO PURCHASE PRO PURCHASE PRO
AS REPORTED ADJUSTMENTS FORMA PRICE FORMA PRICE FORMA
----------- ----------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues........................ $397,875 $397,875 $397,875 $397,875
-------- ------- -------- ------ -------- ------- --------
Operating Expenses:
Cost of Services...................... 157,327 157,327 157,327 157,327
Selling General and Administrative.... 151,559 151,559 151,559 151,559
Depreciation.......................... 17,371 17,371 17,371 17,371
Amortization of Goodwill.............. 15,805 15,805 15,805 15,805
Amortization of Other Intangible
Assets.............................. 17,029 (959)(3) 16,070 16,070 16,070
Restructuring Charge.................. 6,800 6,800 6,800 6,800
-------- ------- -------- ------ -------- ------- --------
Total Operating Expenses.......... 365,891 (959) 364,932 364,932 364,932
-------- ------- -------- ------ -------- ------- --------
Operating Income...................... 31,984 959 32,943 32,943 32,943
-------- ------- -------- ------ -------- ------- --------
Other Income and (Deductions)
Investment Income..................... 1,085 1,085 1,085 1,085
Interest Expense...................... (15,986) 14,480(2) (1,506) (8,658)(4) (10,164) (10,617)(4) (12,123)
Foreign Currency Gain (Loss).......... 1,831 1,831 1,831 1,831
Other................................. 1,039 1,039 1,039 1,039
-------- ------- -------- ------ -------- ------- --------
Total Other....................... (12,031) 14,480 2,449 (8,658) (6,209) (10,617) (8,168)
-------- ------- -------- ------ -------- ------- --------
Income From Continuing Operations Before
Income Taxes............................ 19,953 15,439 35,392 (8,658) 26,734 (10,617) 24,775
Income Taxes.............................. 12,963 5,866(5) 18,829 (3,290)(5) 15,539 (4,034)(5) 14,795
-------- ------- -------- ------ -------- ------- --------
Income From Continuing Operations......... 6,990 9,573 16,563 (5,368) 11,195 (6,583) 9,980
-------- ------- -------- ------ -------- ------- --------
Earnings per Common Share -- Basic
Income from Continuing Operations..... 0.26 0.63 0.50 0.45
-------- ------- -------- ------ -------- ------- --------
Earnings per Common Share -- Dilution
Income from Continuing Operations..... 0.25 0.59 0.47 0.42
-------- ------- -------- ------ -------- ------- --------
Weighted Average Common and Common
Equivalent Shares Outstanding
Basic................................. 26,348 26,348 (4,000)(1) 22,348 (4,000)(1) 22,348
Effect of Dilutive securities......... 1,596 1,596 1,596 1,596
-------- ------- -------- ------ -------- ------- --------
Diluted............................... 27,944 27,944 (4,000)(1) 23,944 (4,000)(1) 23,944
-------- ------- -------- ------ -------- ------- --------
Ratio of Earnings to Fixed
Charges(6).......................... 1.97 6.77 2.81 2.48
-------- ------- -------- ------ -------- ------- --------
</TABLE>
- ---------------
The notes to the unaudited pro forma condensed consolidated statement of income
are an integral part of this statement.
26
<PAGE> 27
PRIMARK CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED INCOME STATEMENT
1. BASIS OF PRESENTATION
The pro forma condensed consolidated income statement gives effect to the
following two key transactions: (i) the sale of TASC to Litton Industries, Inc.
and its affiliate, pursuant to a Stock Purchase Agreement dated as of December
8, 1997 and (ii) the repurchase of 4,000,000 shares of common stock at either
$34.00 per share or $41.50 per share.
2. INTEREST EXPENSE
The pro forma condensed consolidated income statement gives effect to the
reduction of interest expense as a result of the application of the proceeds
from the sale of TASC to repay outstanding debt balances as well as the
increased interest expense on borrowings required to repurchase the Company's
common stock pursuant to the Offer.
3. DEBT ISSUE COSTS
The pro forma condensed consolidated income statement gives effect to the
reduction in amortization of debt issue costs as a result of the Company's
assumed repayment of outstanding debt. The results show the amount of the
extraordinary loss that would have occurred, net of tax, related to the
Company's use of proceeds from the sale of TASC to prepay outstanding debt.
4. STOCK REPURCHASE
The pro forma condensed consolidated income statement gives effect to
borrowings of either $137,000,000 or $167,000,000 at LIBOR plus 1% (6.74% for
the period in question) for the repurchase of 4,000,000 shares of common stock
at either $34.00 per share or $41.50 per share. The Company may require a bank
waiver to allow it to repurchase shares of common stock in excess of
$150,000,000. The interest cost associated with the borrowings has been
allocated to discontinued operations based upon the ratio of the pro forma net
assets of discontinued operations to total pro forma net assets. The estimated
transaction costs for repurchasing the 4,000,000 shares are $1,000,000.
5. INCOME TAXES
The pro forma condensed consolidated income statement gives effect to the
tax benefit of all adjustments, as described above, at an incremental rate of
38%.
6. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges is calculated as the amount of
earnings before taxes from continuing operations plus fixed charges from
continuing operations divided by the amount of fixed charges from continuing
operations. Fixed charges include interest expense from continuing operations
plus the estimated interest component of operating leases. The interest
component of operating leases is estimated to be approximately 33% of such
amounts.
27
<PAGE> 28
PRIMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
(THOUSANDS)
<TABLE>
<CAPTION>
UNAUDITED AT $34 UNAUDITED AT $41.50 UNAUDITED
TASC SALE TASC SALE PRO PURCHASE PRO PURCHASE PRO
AS REPORTED TRANSACTION ADJUSTMENTS FORMA PRICE FORMA PRICE FORMA
----------- ----------- ----------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents.......... $ 22,185 $ 436,000 (2) $(436,000)(3) $ 22,185 $ 22,185 $ 22,185
Accounts Receivable.... 112,348 112,348 112,348 112,348
Federal and State
Income Tax Benefit... 13,472 13,472 13,472 13,472
Net Assets of
Discontinued
Operations........... 205,611 (162,685)(2) 42,926 42,926 42,926
Other Current Assets... 31,783 31,783 31,783 31,783
Goodwill, Net.......... 552,811 552,811 552,811 552,811
Capitalized Data and
Other Intangibles,
Net.................. 46,015 (3,429)(4) 42,711 42,711 42,711
125 (4)
Capitalized Software,
Net.................. 49,591 49,591 49,591 49,591
Other Assets........... 9,225 9,225 9,225 9,225
Property, Plant and
Equipment............ 47,131 47,131 47,131 47,131
---------- --------- --------- -------- --------- -------- --------- --------
Total Assets....... $1,090,172 $ 273,315 $(439,304) $924,183 $ -- $924,183 $ -- $924,183
========== ========= ========= ======== ========= ======== ========= ========
Notes Payable.......... $ 30,000 79 (4) $ 30,079 137,000 (6)$167,079 167,000 (6) $197,079
Accounts Payable and
Accrued
Liabilities.......... 31,767 (4,491)(3) 27,276 27,276 27,276
Foreign and Other Taxes
Payable.............. 12,300 94,061(2) (94,061)(3) 10,438 10,438 10,438
(1,862)(5) -- --
Deferred Income........ 101,854 101,854 101,854 101,854
Long Term Debt......... 342,228 (79)(4) 10,226 10,226 10,226
(331,923)(3)
Deferred Income
Taxes................ 22,573 (1,493)(4) 21,080 21,080 21,080
Other Liabilities...... 64,658 64,658 64,658 64,658
Stockholders' Equity... 484,792 179,254(2) (3,038)(5) 658,572 (137,000)(6) 521,572 (167,000)(6) 491,572
(2,436)(4)
---------- --------- --------- -------- --------- -------- --------- --------
Total Liabilities
and Stockholders'
Equity........... $1,090,172 $ 273,315 $(439,304) $924,183 $ -- $924,183 $ -- $924,183
========== ========= ========= ======== ========= ======== ========= ========
</TABLE>
The notes to the unaudited pro forma condensed consolidated balance sheet are an
integral part of this statement.
28
<PAGE> 29
PRIMARK CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED BALANCE SHEET
1. BASIS OF PRESENTATION
The pro forma condensed consolidated balance sheet gives effect to the
following two key transactions: (i) the sale of TASC to Litton Industries, Inc.
and its affiliate, pursuant to a Stock Purchase Agreement dated as of December
8, 1997 and (ii) the repurchase of 4,000,000 shares of common stock at either
$34.00 per share or $41.50 per share.
2. SALE OF TASC
The pro forma condensed consolidated balance sheet gives effect to the sale
of TASC for $432,000,000 net of closing adjustments estimated to be $11,500,000
for the period ended December 31, 1997 and estimated transaction costs and
success fees of $7,500,000. Income taxes associated with the sale of TASC are
estimated to be $94,061,000.
3. USE OF PROCEEDS
The pro forma condensed consolidated balance sheet gives effect to the use
of proceeds from the sale of TASC to (i) prepay all amounts outstanding on the
Company's $112,000,000 senior callable bonds, including a 4.375% premium
aggregating $4,900,000 together with the accrued interest thereon, (ii) repay
$220,423,000 of the Company's outstanding term loan together with accrued
interest thereon, and (iii) fund the estimated income tax liability associated
with the proposed transaction of $94,061,000.
4. DEBT ISSUE COSTS
The pro forma condensed consolidated balance sheet gives effect to the
write-off of unamortized debt issue cost of $3,429,000 and related tax benefit
of $1,303,000 associated with prepayment of the senior callable bonds and term
loan described in (3) above. At December 31, 1997 there was $500,000 of
unamortized original issue discounts that has been written off, net of a related
tax benefit of $190,000. Such amounts are reflected as an extraordinary item in
the Company's pro forma consolidated statement of income. Additionally, the pro
forma balance sheet gives effect to the $125,000 deferred debt cost created as
part of the Company's amendment to the terms of its revolving credit facility
and term loan agreements. Under the terms of the new agreement, in addition to
prepaying the amounts described above under "Use of Proceeds," the Company
replaced its $75,000,000 credit facility with a $225,000,000 revolving credit
facility.
5. DEBT PREPAYMENT PREMIUM
The pro forma condensed consolidated balance sheet gives effect to a charge
for the prepayment premium of $4,900,000 net of a tax benefit of $1,862,000 as
described in (3) above. Such amounts are reflected as an extraordinary item in
the Company's pro forma consolidated statement of income.
6. REPURCHASE OF COMMON STOCK
The amount actually borrowed to repurchase shares will depend upon the
price per share and the extent to which the Company uses additional borrowings
or cash on hand for their repurchase. For the purpose of the pro forma balance
sheet, borrowings of either $137,000,000 or $167,000,000 were assumed for the
repurchase of 4,000,000 shares of common stock at purchase prices of either
$34.00 per share or $41.50 per share. Included in the amount borrowed are
estimated transaction costs for repurchasing the 4,000,000 shares of $1,000,000.
29
<PAGE> 30
PRIMARK CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
UNAUDITED AT $34 UNAUDITED AT $41.50 UNAUDITED
PRO PURCHASE PRO PURCHASE PRO
AS REPORTED ADJUSTMENTS FORMA PRICE FORMA PRICE FORMA
----------- ----------- --------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Revenues...................... $104,411 $104,411 $104,411 $104,411
-------- ------- -------- ------ -------- ------- --------
Operating Expenses:
Cost of Services.................... 40,949 40,949 40,949 40,949
Selling General and
Administrative.................... 39,094 39,094 39,094 39,094
Depreciation........................ 4,106 4,106 4,106 4,106
Amortization of Goodwill............ 4,122 4,122 4,122 4,122
Amortization of Other Intangible
Assets............................ 4,823 (235)(3) 4,588 4,588 4,588
Restructuring Charge................ 0 0 0
-------- ------- -------- ------ -------- ------- --------
Total Operating Expenses........ 93,094 (235) 92,859 92,859 92,859
-------- ------- -------- ------ -------- ------- --------
Operating Income.................... 11,317 235 11,552 11,552 11,552
-------- ------- -------- ------ -------- ------- --------
Other Income and (Deductions)
Investment Income................... 192 192 192 192
Interest Expense.................... (4,149) 3,599(2) (550) (2,131)(4) (2,681) (2,623)(4) (3,173)
Foreign Currency Gain (Loss)........ (119) (119) (119) (119)
Other............................... (184) (184) (184) (184)
-------- ------- -------- ------ -------- ------- --------
Total Other..................... (4,260) 3,599 (661) (2,131) (2,792) (2,623) (3,284)
-------- ------- -------- ------ -------- ------- --------
Income From Continuing Operations Before
Income Taxes.......................... 7,057 3,834 10,891 (2,131) 8,760 (2,623) 8,268
Income Taxes............................ 3,435 1,457(5) 4,892 (810)(5) 4,082 (996)(5) 3,896
-------- ------- -------- ------ -------- ------- --------
Income From Continuing Operations....... 3,622 2,377 5,999 (1,321) 4,678 (1,627) 4,372
-------- ------- -------- ------ -------- ------- --------
Earnings per Common Share -- Basic
Income from Continuing Operations... 0.13 0.22 0.20 0.19
-------- ------- -------- ------ -------- ------- --------
Earnings per Common Share -- Dilution
Income from Continuing Operations... 0.13 0.21 0.19 0.18
-------- ------- -------- ------ -------- ------- --------
Weighted Average Common and Common
Equivalent Shares Outstanding
Basic............................... 26,942 26,942 (4,000) 22,942 (4,000) 22,942
Effect of Dilutive securities....... 1,299 1,299 1,299 1,299
-------- ------- -------- ------ -------- ------- --------
Diluted............................. 28,241 28,241 (4,000) 24,241 (4,000) 24,241
-------- ------- -------- ------ -------- ------- --------
Ratio of Earnings to Fixed
Charges(6)........................ 2.34 7.50 3.30 2.92
</TABLE>
The notes to the unaudited pro forma condensed consolidated statement of income
are an integral part of this statement.
30
<PAGE> 31
PRIMARK CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED INCOME STATEMENT
1. BASIS OF PRESENTATION
The pro forma condensed consolidated income statement gives effect to the
following two key transactions: (i) the sale of TASC to Litton Industries, Inc.
and its affiliate, pursuant to a Stock Purchase Agreement dated as of December
8, 1997 and (ii) the repurchase of 4,000,000 shares of common stock at either
$34.00 per share or $41.50 per share.
2. INTEREST EXPENSE
The pro forma condensed consolidated income statement gives effect to the
reduction of interest expense as a result of the application of the proceeds
from the sale of TASC to repay outstanding debt balances as well as the
increased interest expense on borrowings required to repurchase the Company's
common stock pursuant to the Offer.
3. DEBT ISSUE COSTS
The pro forma condensed consolidated income statement gives effect to the
reduction in amortization of debt issue costs as a result of the Company's
assumed repayment of outstanding debt. The results show the amount of the
extraordinary loss that would have occurred, net of tax, related to the
Company's use of proceeds from the sale of TASC to prepay outstanding debt.
4. STOCK REPURCHASE
The pro forma condensed consolidated income statement gives effect to
borrowings of either $137,000,000 and $167,000,000 at LIBOR plus 1% (6.66% for
the period in question) for the repurchase of 4,000,000 shares of common stock
at either $34.00 per share or $41.50 per share. The Company may require a bank
waiver to allow it to repurchase shares of common stock in excess of
$150,000,000. The interest cost associated with the borrowings has been
allocated to discontinued operations based upon the ratio of the pro forma net
assets of discontinued operations to total pro forma net assets. The estimated
transaction costs for repurchasing the 4,000,000 shares are $1,000,000.
5. INCOME TAXES
The pro forma condensed consolidated income statement gives effect to the
tax benefit of all adjustments, as described above, at an incremental rate of
38%.
6. RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges is calculated as the amount of
earnings before taxes from continuing operations plus fixed charges from
continuing operations divided by the amount of fixed charges from continuing
operations. Fixed charges include interest expense from continuing operations
plus the estimated interest component of operating leases. The interest
component of operating leases is estimated to be approximately 33% of such
amounts.
31
<PAGE> 32
Additional Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549; at its regional offices located at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade
Center, 13(th) Floor, New York, New York 10048. Copies of such material may also
be obtained by mail, upon payment of the Commission's customary charges, from
the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a Web site
on the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy statements and other
information concerning the Company also can be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005, and the Pacific Exchange, 301
Pine Street, San Francisco, California 94104, on which the Shares are listed.
12. EFFECTS OF THE OFFER ON THE MARKET FOR SHARES; REGISTRATION UNDER THE
EXCHANGE ACT.
The Company's purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise trade publicly and is likely to reduce the
number of shareholders. Nonetheless, the Company believes that there will still
be a sufficient number of Shares outstanding and publicly traded following the
Offer to ensure a continued trading market in the Shares. Based on the published
guidelines of the NYSE and the Pacific Exchange, the Company does not believe
that its purchase of Shares pursuant to the Offer will cause its remaining
Shares to be delisted from any such exchange.
The Shares are currently "margin securities" under the rules of the Federal
Reserve Board. This has the effect, among other things, of allowing brokers to
extend credit on the collateral of the Shares. The Company believes that,
following the purchase of Shares pursuant to the Offer, the Shares will continue
to be "margin securities" for purposes of the Federal Reserve Board's margin
regulations.
The Shares are registered under the Exchange Act, which requires, among
other things, that the Company furnish certain information to its shareholders
and to the Commission and comply with the Commission's proxy rules in connection
with meetings of the Company's shareholders. The Company believes that its
purchase of Shares pursuant to the Offer will not result in the Shares becoming
eligible for deregistration under the Exchange Act.
13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.
The Company is not aware of any license or regulatory permit material to
its business that might be adversely affected by its acquisition of Shares as
contemplated in the Offer or of any approval or other action by any government
or governmental, administrative or regulatory authority or agency, domestic,
foreign or supranational, that would be required for the Company's acquisition
or ownership of Shares as contemplated by the Offer. Should any such approval or
other action be required, the Company currently contemplates that it will seek
such approval or other action. The Company cannot predict whether it may
determine that it is required to delay the acceptance for payment of, or payment
for, Shares tendered pursuant to the Offer pending the outcome of any such
matter. There can be no assurance that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions or
that the failure to obtain any such approval or other action might not result in
adverse consequences to the Company's business. The Company's obligations under
the Offer to accept for payment and pay for Shares are subject to certain
conditions. See Section 6.
14. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES.
The following summary describes certain United States federal income tax
consequences relevant to the Offer. The discussion contained in this summary is
based upon the Internal Revenue Code of 1986, as amended to the date hereof (the
"Code"), existing and proposed Treasury regulations promulgated
32
<PAGE> 33
thereunder, rulings, administrative pronouncements and judicial decisions,
changes to which could materially affect the tax consequences described herein
and could be made on a retroactive basis.
This summary discusses only Shares held as capital assets, within the
meaning of Section 1221 of the Code, and does not address all of the tax
consequences that may be relevant to particular shareholders in light of their
personal circumstances, or to certain types of shareholders (such as certain
financial institutions, dealers in securities or commodities, insurance
companies, tax-exempt organizations or persons who hold Shares as a position in
a "straddle" or as a part of a "hedging" or "conversion" transaction for United
States federal income tax purposes). In particular, the discussion of the
consequences of an exchange of Shares for cash pursuant to the Offer applies
only to a United States Holder. For purposes of this summary, a "United States
Holder" is a holder of Shares that is (a) a citizen or resident of the United
States, (b) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any state or any political subdivision
thereof, (c) an estate the income of which is subject to United States federal
income taxation regardless of its source, or (d) a trust whose administration is
subject to the primary supervision of a United States court and which has one or
more United States fiduciaries who have the authority to control all substantial
decisions of the trust. This discussion does not address the tax consequences to
foreign shareholders who will be subject to United States federal income tax on
a net basis on the proceeds of their exchange of Shares pursuant to the Offer
because such income is effectively connected with the conduct of a trade or
business within the United States. Such shareholders are generally taxed in a
manner similar to United States Holders; however, certain special rules apply.
Foreign shareholders who are not subject to United States federal income tax on
a net basis should see Section 3 for a discussion of the applicable United
States withholding rules and the potential for obtaining a refund of all or a
portion of the tax withheld. The summary may not be applicable with respect to
Shares acquired as compensation (including Shares acquired upon the exercise of
options or which were or are subject to forfeiture restrictions). The summary
also does not address the state, local or foreign tax consequences of
participating in the Offer. EACH SHAREHOLDER SHOULD CONSULT SUCH SHAREHOLDER'S
TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES OF PARTICIPATION IN THE OFFER.
United States Holders Who Receive Cash Pursuant to the Offer. An exchange
of Shares for cash pursuant to the Offer by a United States Holder will be a
taxable transaction for United States federal income tax purposes. As a
consequence of the exchange, a United States Holder will, depending on such
holder's particular circumstances, be treated either as having sold such
holder's Shares or as having received a dividend distribution from the Company,
with the tax consequences described below.
Under Section 302 of the Code, a United States Holder whose Shares are
exchanged for cash pursuant to the Exchange will be treated as having sold such
holder's Shares, and thus will recognize gain or loss if the exchange (a)
results in a "complete termination" of such holder's equity interest in the
Company, (b) is "substantially disproportionate" with respect to such holder or
(c) is "not essentially equivalent to a dividend" with respect to the holder,
each as discussed below. In applying these tests, a United States Holder will be
treated as owing Shares actually or constructively owned by certain related
individuals and entities.
If a United States Holder sells Shares to persons other than the Company at
or about the time such holder also sells Shares to the Company pursuant to the
Offer, and the various sales effected by the holder are part of an overall plan
to reduce or terminate such holder's proportionate interest in the Company, then
the sales to persons other than the Company may, for United States federal
income tax purposes, be integrated with the holder's sale of Shares pursuant to
the Offer and, if integrated, should be taken into account in determining
whether the holder satisfies any of the three tests described below.
A United States Holder that exchanges all Shares actually or constructively
owned by such holder for cash pursuant to the Offer will be treated as having
completely terminated such holder's equity interest in the Company.
An exchange of Shares for cash will be "substantially disproportionate"
with respect to a United States Holder if the percentage of the then outstanding
Shares actually and constructively owned by such holder immediately after the
exchange is less than 80% of the percentage of the Shares actually and
constructively owned by such holder immediately before the exchange.
33
<PAGE> 34
A United States Holder will satisfy the "not essentially equivalent to a
dividend" test if the reduction in such holder's proportionate interest in the
Company constitutes a "meaningful reduction" given such holder's particular
facts and circumstances. The IRS has indicated in published rulings that any
reduction in the percentage interest of a shareholder whose relative stock
interest in a publicly held corporation is minimal (an interest of less than 1%
should satisfy this requirement) and who exercises no control over corporate
affairs should constitute such a "meaningful reduction."
If a United States Holder is treated as having sold such holder's Shares
under the tests described above, such holder will recognize gain or loss equal
to the difference between the amount of cash received and such holder's tax
basis in the Shares exchanged therefor. Any such gain or loss will be capital
gain or loss. In the case of a United States Holder that is an individual,
estate or trust, the maximum tax rate for such gain will be lower if the United
States Holder's holding period exceeds one year and will be further reduced if
such Shares are held for more than 18 months. Limitations apply to the
deductibility of capital losses by corporate and non-corporate United States
Holders.
If a United States Holder who exchanges Shares pursuant to the Offer is not
treated under Section 302 as having sold such holder's Shares for cash, the
entire amount of cash received by such holder will be treated as a dividend to
the extent of the Company's current and accumulated earnings and profits, which
the Company anticipates will be sufficient to cover the amount of any such
dividend and will be includible in the holder's gross income as ordinary income
in its entirety, without reduction for the tax basis of the Shares exchanged. No
loss will be recognized. The United States Holder's tax basis in the Shares
exchanged generally will be added to such holder's tax basis in such holder's
remaining Shares. To the extent that cash received in exchange for Shares is
treated as a dividend to a corporate United States Holder, such holder will be
(i) eligible for a dividends-received deduction (subject to applicable
limitations) and (ii) subject to the "extraordinary dividend" provisions of the
Code. To the extent, if any, that the cash received by a United States Holder
exceeds the Company's current and accumulated earnings and profits, it will be
treated first as a tax-free return of such holder's tax basis in the Shares and
thereafter as capital gain.
The Company cannot predict whether or to what extent the Offer will be
oversubscribed. If the Offer is oversubscribed, proration of tenders pursuant to
the Offer will cause the Company to accept fewer Shares than are tendered.
Therefore, a holder can be given no assurance that a sufficient number of such
holder's Shares will be exchanged pursuant to the Offer to ensure that such
exchange will be treated as a sale, rather than as a dividend, for United States
federal income tax purposes pursuant to the rules discussed above.
Shareholders Who Do Not Receive Cash Pursuant to the Offer. Shareholders
whose Shares are not exchanged pursuant to the Offer will not incur any tax
liability as a result of the consummation of the Offer.
Participants in the Savings Plan, the Stock Purchase Plan and the PSSOP may
have additional tax considerations. See the applicable Direction Form(s) and
related materials sent under separate cover to such participants.
See Section 3 with respect to the application of United States federal
income tax withholding to payments made to foreign shareholders and backup
withholding.
THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION
ONLY. EACH SHAREHOLDER IS URGED TO CONSULT SUCH SHAREHOLDER'S OWN TAX ADVISOR TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE OFFER,
INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.
15. EXTENSION OF THE OFFER; TERMINATION; AMENDMENTS.
The Company expressly reserves the right, in its sole discretion, at any
time and from time to time, and regardless of whether or not any of the events
set forth in Section 6 shall have occurred or shall be deemed by the Company to
have occurred, to extend the period of time during which the Offer is open and
thereby delay acceptance for payment of, and payment for, any Shares by giving
oral or written notice of such extension to the Depositary and making a public
announcement thereof. The Company also expressly reserves the right, in
34
<PAGE> 35
its sole discretion, to terminate the Offer and not accept for payment or pay
for any Shares not theretofore accepted for payment or paid for or, subject to
applicable law, to postpone payment for Shares upon the occurrence of any of the
conditions specified in Section 6 hereof by giving oral or written notice of
such termination or postponement to the Depositary and making a public
announcement thereof. Additionally, in certain circumstances, if the Company
waives any of the conditions of the Offer set forth in Section 6, it may be
required to extend the Expiration Date of the Offer. The Company's reservation
of the right to delay payment for Shares that it has accepted for payment is
limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires
that the Company must pay the consideration offered or return the Shares
tendered promptly after termination or withdrawal of a tender offer. Subject to
compliance with applicable law, the Company further reserves the right, in its
sole discretion, and regardless of whether any of the events set forth in
Section 6 shall have occurred or shall be deemed by the Company to have
occurred, to amend the Offer in any respect (including, without limitation, by
decreasing or increasing the consideration offered in the Offer to holders of
Shares or by decreasing or increasing the number of Shares being sought in the
Offer). Amendments to the Offer may be made at any time and from time to time
effected by public announcement thereof, such announcement, in the case of an
extension, to be issued no later than 9:00 a.m., New York City time, on the next
business day after the last previously scheduled or announced Expiration Date.
Any public announcement made pursuant to the Offer will be disseminated promptly
to shareholders in a manner reasonably designed to inform shareholders of such
change. Without limiting the manner in which the Company may choose to make any
public announcement, except as provided by applicable law (including Rule
13e-4(e)(2) promulgated under the Exchange Act), the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service.
If the Company makes a material change in the terms of the Offer or the
information concerning the Offer, or if it waives a material condition of the
Offer, the Company will extend the Offer to the extent required by Rules
13e-4(d)(2) and 13e-4(e)(2) promulgated under the Exchange Act, which require
that the minimum period during which an offer must remain open following
material changes in the terms of the offer or information concerning the offer
(other than a change in price or a change in percentage of securities sought)
will depend upon the facts and circumstances, including the relative materiality
of such terms or information. If (i) the Company increases or decreases the
price to be paid for Shares, the Company increases or decreases the Dealer
Manager's fee, the Company increases the number of Shares being sought and such
increase in the number of Shares being sought exceeds 2% of the outstanding
Shares, or the Company decreases the number of Shares being sought, and (ii) the
Offer is scheduled to expire at any time earlier than the expiration of a period
ending on the tenth business day from, and including, the date that notice of
such increase or decrease is first published, sent or given, the Offer will be
extended until the expiration of such period of ten business days.
The Company may seek Additional Financing. The Company has reserved the
right to extend the length of the Offer and increase the number of Shares it is
willing to repurchase, should it obtain the Additional Financing prior to the
Expiration Date in an amount that would, in the Company's judgment after
consideration of then existing market conditions, permit it to do so. There can
be no assurance that the Additional Financing will be so obtained or that the
Company will determine to increase the number of Shares to be repurchased in the
Offer.
16. FEES AND EXPENSES.
The Company has retained BT Alex. Brown Incorporated ("BT Alex. Brown") to
act as the Dealer Manager in connection with the Offer. BT Alex. Brown will
receive a fee for its services as Dealer Manager of $0.06 for each Share
purchased by the Company pursuant to the Offer. The Company also has agreed to
reimburse BT Alex. Brown for certain expenses incurred in connection with the
Offer, including out-of-pocket expenses and reasonable attorney's fees and
disbursements, and to indemnify BT Alex. Brown against certain liabilities in
connection with the Offer, including certain liabilities under the federal
securities laws. BT Alex. Brown has rendered various investment banking and
other advisory services to the Company in the past, for which it has received
customary compensation, and could be engaged by the Company to render similar
35
<PAGE> 36
services to the Company in the future. The Company also has retained D.F. King &
Co., Inc. as Information Agent and BankBoston, N.A. as Depositary in connection
with the Offer. The Information Agent and the Depositary will receive reasonable
and customary compensation for their services. The Company will also reimburse
the Information Agent and the Depositary for out-of-pocket expenses, including
reasonable attorneys' fees, and has agreed to indemnify the Information Agent
and the Depositary against certain liabilities in connection with the Offer,
including certain liabilities under the federal securities laws. The Dealer
Manager and Information Agent may contact shareholders by mail, telephone,
telex, telegraph and personal interviews, and may request brokers, dealers and
other nominee shareholders to forward materials relating to the Offer to
beneficial owners. Neither the Information Agent nor the Depositary has been
retained to make solicitations or recommendations in connection with the Offer.
The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person (other than the Dealer Manager)
for soliciting any Shares pursuant to the Offer. The Company will, however, on
request, reimburse such persons for customary handling and mailing expenses
incurred in forwarding materials in respect of the Offer to the beneficial
owners for which they act as nominees. No such broker, dealer, commercial bank
or trust company has been authorized to act as the Company's agent for purposes
of the Offer. The Company will pay (or cause to be paid) any stock transfer
taxes on its purchase of Shares, except as otherwise provided in Instruction 7
of the Letter of Transmittal.
17. MISCELLANEOUS.
The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such law,
the Offer will not be made to (nor will tenders be accepted from or on behalf
of) the holders of Shares residing in such jurisdiction. In any jurisdiction the
securities or blue sky laws of which require the Offer to be made by a licensed
broker or dealer, the Offer is being made on the Company's behalf by the Dealer
Manager or one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has
filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to the
Offer. The Schedule 13E-4, including the exhibits and any amendments thereto,
may be examined, and copies may be obtained, at the same places and in the same
manner as is set forth in Section 11 with respect to information concerning the
Company.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY OR THE DEALER MANAGER IN CONNECTION WITH
THE OFFER OTHER THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED
LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE DEALER
MANAGER.
PRIMARK CORPORATION
May 20, 1998
36
<PAGE> 37
SCHEDULE I
CERTAIN TRANSACTIONS INVOLVING SHARES
Based upon the Company's records and upon information provided to the
Company by its directors, executive officers, associates and subsidiaries,
neither the Company nor any of its associates or subsidiaries or persons
controlling the Company (of which the Company believes there are none) nor, to
the best of the Company's knowledge, any of the directors or executive officers
of the Company, nor any associates or subsidiaries of such directors or
executive officers, has effected any transactions in the Shares during the 40
business days prior to May 20, 1998.
37
<PAGE> 38
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal and certificates for the Shares and any
other required documents should be sent or delivered by each shareholder or such
shareholder's broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address set forth below:
The Depositary for the Offer is:
BANKBOSTON, N.A.
<TABLE>
<S> <C> <C>
By First Class Mail By Hand: By Overnight, Certified or
Via Return Envelope: Express Mail:
BANKBOSTON, N.A. SECURITIES TRANSFER AND BANKBOSTON, N.A.
CORPORATE REORGANIZATION REPORTING SERVICES, INC. CORPORATE REORGANIZATION
P.O. BOX 8029 C/O BOSTON EQUISERVE L.P. MAIL STOP 45-01-40
BOSTON, MA 02266-8029 1 EXCHANGE PLAZA 150 ROYALL STREET
55 BROADWAY, 3(RD) FLOOR CANTON, MA 02021
NEW YORK, NY 10006
</TABLE>
By Facsimile Transmission
(781) 575-2232
Confirm Facsimile Transmission By Telephone:
(800) 730-6001
Any questions or requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed
Delivery may be directed to the Information Agent, at the telephone number and
address below. Shareholders may also contact their broker, dealer, commercial
bank or trust company for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
TOLL FREE: (800) 290-6433
BANKS & BROKERS CALL COLLECT: (212) 269-5550
The Dealer Manager for the Offer is:
BT ALEX. BROWN INCORPORATED
One South Street
Baltimore, Maryland 21202
(800) 638-2596 (TOLL FREE)
<PAGE> 1
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO TENDER
SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
OF
PRIMARK CORPORATION
PURSUANT TO THE OFFER TO PURCHASE
DATED MAY 20, 1998
- --------------------------------------------------------------------------------
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 17, 1998, UNLESS THE OFFER IS EXTENDED.
- --------------------------------------------------------------------------------
The Depositary for the Offer is:
BANKBOSTON, N.A.
<TABLE>
<S> <C> <C>
By First Class Mail By Hand: By Overnight, Certified or
Via Return Envelope: Express Mail:
BANKBOSTON, N.A. SECURITIES TRANSFER AND BANKBOSTON, N.A.
CORPORATE REORGANIZATION REPORTING SERVICES, INC. CORPORATE REORGANIZATION
P.O. BOX 8029 C/O BOSTON EQUISERVE L.P. MAIL STOP 45-01-40
BOSTON, MA 02266-8029 1 EXCHANGE PLAZA 150 ROYALL STREET
55 BROADWAY, 3(RD) FLOOR CANTON, MA 02021
NEW YORK, NY 10006
</TABLE>
By Facsimile Transmission:
(781) 575-2232
Confirm Facsimile Transmission by Telephone:
(800) 730-6001
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
DESCRIPTION OF SHARES TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- ---------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON SHARES TENDERED
CERTIFICATE(S) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
CERTIFICATE REPRESENTED BY NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S) TENDERED(2)
------------------------------------------------
------------------------------------------------
================================================
------------------------------------------------
Total
Shares
- ---------------------------------------------------------------------------------------------------------------
Indicate in this box the order (by certificate number) in which Shares are to be purchased in the event of
proration.(3) (Attach additional signed list if necessary.) See Instruction 15.
1st: 2nd: 3rd: 4th: 5th:
- ---------------------------------------------------------------------------------------------------------------
(1) Need not be completed by shareholders tendering Shares by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by each Share certificate
delivered to the Depositary are being tendered hereby. See Instruction 4.
(3) If you do not designate an order, then in the event less than all Shares tendered are purchased due to
proration, Shares will be selected for purchase by the Depositary. See Instruction 15.
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 2
This Letter of Transmittal is to be used only if certificates are to be
forwarded herewith or if delivery of Shares (as defined below) is to be made by
book-entry transfer to the Depositary's account at The Depository Trust Company
(the "Book-Entry Transfer Facility") pursuant to the procedures set forth in
Section 3 of the Offer to Purchase (as defined below). THIS LETTER OF
TRANSMITTAL MAY NOT BE USED FOR TENDERING SHARES ATTRIBUTABLE TO INDIVIDUAL
ACCOUNTS UNDER THE COMPANY'S SAVINGS AND STOCK OWNERSHIP PLAN (THE "SAVINGS
PLAN"), THE COMPANY'S 1992 EMPLOYEE STOCK PURCHASE PLAN (THE "STOCK PURCHASE
PLAN") AND THE TASC, INC. PROFIT SHARING AND STOCK OWNERSHIP PLAN (THE "PSSOP").
SEE INSTRUCTION 14.
Shareholders who cannot deliver their Share certificates and any other
required documents to the Depositary by the Expiration Date (as defined in the
Offer to Purchase) must tender their Shares using the guaranteed delivery
procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
Account No.:
Transaction Code No.:
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution that Guaranteed Delivery:
If delivery is by book-entry transfer:
Name of Tendering Institution:
Account No.:
Transaction Code No.:
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. DELIVERIES TO THE COMPANY WILL NOT BE FORWARDED TO
THE DEPOSITARY AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO
THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE
DEPOSITARY.
[ ] Check here if you cannot locate your certificates and require assistance in
replacing them. Upon receipt of this Letter of Transmittal, the Depositary
will contact you directly with replacement instructions.
<PAGE> 3
Ladies and Gentlemen:
The undersigned hereby tenders to Primark Corporation, a Michigan
corporation (the "Company"), the above-described shares of its common stock,
without par value (the "Shares") (including the associated common stock purchase
rights (the "Rights") issued pursuant to the Rights Agreement, dated as of May
29, 1997 between the Company and BankBoston, N.A., as the Rights Agent), at the
price per Share indicated in this Letter of Transmittal, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated May 20, 1998 (the "Offer to Purchase"), receipt of which is
hereby acknowledged, and in this Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer"). Unless the context otherwise
requires, all references to Shares shall include the associated Rights.
Subject to, and effective upon, acceptance for payment of and payment for
the Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the Shares that are being tendered hereby or
orders the registration of such Shares tendered by book-entry transfer that are
purchased pursuant to the Offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the Depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such Shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (i) deliver certificates for such Shares, or
transfer ownership of such Shares on the account books maintained by the
Book-Entry Transfer Facility, together, in any such case, with all accompanying
evidences of transfer and authenticity, to or upon the order of the Company upon
receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as
defined below) with respect to such Shares; (ii) present certificates for such
Shares for cancellation and transfer on the books of the Company; and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares, all in accordance with the terms of the Offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the Shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the Shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the Offer. All authority herein
conferred or agreed to be conferred shall not be affected by, and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns and of the undersigned. Except as stated in the Offer,
this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
Instructions will constitute the undersigned's acceptance of the terms and
conditions of the Offer, including the undersigned's representation and warranty
to the Company that (i) the undersigned has a net long position in the Shares or
equivalent securities being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the
tender of such Shares complies with Rule 14e-4. The Company's acceptance for
payment of Shares tendered pursuant to the Offer will constitute a binding
agreement between the undersigned and the Company upon the terms and subject to
the conditions of the Offer.
The undersigned understands that the Company will determine a single per
Share price (not greater than $41.50 nor less than $34.00 per Share), net to the
Seller in cash, that it will pay for Shares validly tendered and not withdrawn
pursuant to the Offer (the "Purchase Price"), taking into account the number of
Shares so tendered and the prices specified by tendering shareholders. The
undersigned understands that the Company will select the lowest Purchase Price
that will allow it to purchase 4,000,000 Shares (or such lesser number of
<PAGE> 4
Shares as are validly tendered at prices not greater than $41.50 nor less than
$34.00 per Share) validly tendered and not withdrawn pursuant to the Offer. The
undersigned understands that all Shares validly tendered at prices at or below
the Purchase Price and not withdrawn will be purchased at the Purchase Price,
net to the seller in cash, upon the terms and subject to the conditions of the
Offer, including the proration provisions, and that the Company will return all
other Shares, including Shares tendered at prices greater than the Purchase
Price and not withdrawn and Shares not purchased because of proration.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase, the Company may terminate or amend the Offer or may
postpone the acceptance for payment of, or the payment for, Shares tendered or
may not be required to purchase any of the Shares tendered hereby or may accept
for payment fewer than all of the Shares tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the Purchase Price of any Shares purchased, and/or return
any Shares not tendered or not purchased, in the name(s) of the undersigned
(and, in the case of Shares tendered by book-entry transfer, by credit to the
account at the Book-Entry Transfer Facility). Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for the
Purchase Price of any Shares purchased and/or any certificates for Shares not
tendered or not purchased (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the check for the Purchase Price of
any Shares purchased and/or return any Shares not tendered or not purchased in
the name(s) of, and mail such check and/or any certificates to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation,
pursuant to the "Special Payment Instructions," to transfer any Shares from the
name of the registered holder(s) thereof if the Company does not accept for
payment any of the Shares so tendered.
The undersigned understands that a tender of Shares pursuant to the Offer
will include a tender of the associated Rights and that no separate
consideration will be paid for such Rights. For a description of the Rights, see
Section 7 of the Offer to Purchase.
The undersigned understands that acceptance of Shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
<PAGE> 5
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
(SEE INSTRUCTION 5)
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES.
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having Primark Corporation
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch Auction tender
process. This action will result in receiving a price per Share of as low as
$34.00 or as high as $41.50.
---------------------------------------------
OR
---------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
(SEE INSTRUCTION 5)
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate Letter of Transmittal for each price at which Shares
are tendered. The same Shares cannot be tendered at more than one price. If more
than one box is checked, or if no box is checked, there is no valid tender of
Shares.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] $34.00 [ ] $35.00 [ ] $36.00 [ ] $37.00 [ ] $38.00 [ ] $39.00 [ ] $40.00 [ ] $41.00
[ ] $34.125 [ ] $35.125 [ ] $36.125 [ ] $37.125 [ ] $38.125 [ ] $39.125 [ ] $40.125 [ ] $41.125
[ ] $34.25 [ ] $35.25 [ ] $36.25 [ ] $37.25 [ ] $38.25 [ ] $39.25 [ ] $40.25 [ ] $41.25
[ ] $34.375 [ ] $35.375 [ ] $36.375 [ ] $37.375 [ ] $38.375 [ ] $39.375 [ ] $40.375 [ ] $41.375
[ ] $34.50 [ ] $35.50 [ ] $36.50 [ ] $37.50 [ ] $38.50 [ ] $39.50 [ ] $40.50 [ ] $41.50
[ ] $34.625 [ ] $35.625 [ ] $36.625 [ ] $37.625 [ ] $38.625 [ ] $39.625 [ ] $40.625
[ ] $34.75 [ ] $35.75 [ ] $36.75 [ ] $37.75 [ ] $38.75 [ ] $39.75 [ ] $40.75
[ ] $34.875 [ ] $35.875 [ ] $36.875 [ ] $37.875 [ ] $38.875 [ ] $39.875 [ ] $40.875
</TABLE>
<PAGE> 6
ODD LOTS
(SEE INSTRUCTION 9)
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owns beneficially, as of the close of business on May 19,
1998, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to individual
accounts under the Savings Plan and the PSSOP, but including Shares attributable
to individual accounts under the Stock Purchase Plan).
The undersigned either (check one box):
[ ] owned beneficially, as of the close of business on May 19, 1998, and
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares (excluding Shares attributable to individual
accounts under the Savings Plan and the PSSOP, but including Shares
attributable to individual accounts under the Stock Purchase Plan), all
of which are being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on May
19, 1998, and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares (excluding Shares attributable to
individual accounts under the Savings Plan and the PSSOP, but including
Shares attributable to individual accounts under the Stock Purchase
Plan) and is tendering all of such Shares.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the check for the aggregate Purchase Price of Shares
purchased and/or certificates for Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned.
Issue: [ ] Check and/or [ ] Certificate(s) to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
- -------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 6 AND 8)
To be completed ONLY if the check for the Purchase Price of Shares purchased
and/or certificates for Shares not tendered or not purchased are to be mailed to
someone other than the undersigned or to the undersigned at an address other
than that shown below the undersigned's signature(s).
Mail: [ ] Check and/or [ ] Certificate(s) to:
Name:
--------------------------------------------------------------------------
(PLEASE PRINT)
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDE ZIP CODE)
<PAGE> 7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL SHAREHOLDERS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Dated: ______________________ , 1998
Name(s):
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title):
----------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
----------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on Share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, please set forth full title and see Instruction 6.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6)
Name of Firm:
-------------------------------------------------------------------
Authorized Signature:
-----------------------------------------------------------
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Title:
--------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone No.:
----------------------------------------------------
Dated: ______________________ , 1998
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm or other
entity that is a member in good standing of the security Transfer Agent's
Medallion Program, the New York Stock Exchange Medallion Program or the Stock
Exchange Medallion Program (an "Eligible Institution"), unless (i) this Letter
of Transmittal is signed by the registered holder(s) of the Shares (which term,
for purposes of this document, shall include any participant in the Book-Entry
Transfer Facility whose name appears on a security position listing as the owner
of Shares) tendered herewith and such holder(s) have not completed the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, or (ii) such Shares are tendered
for the account of an Eligible Institution. See Instruction 6.
2. Delivery of Letter of Transmittal and Share Certificates; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or if delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
Offer to Purchase. Certificates for all physically delivered Shares, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message, as defined below) and any other
documents required by this Letter of Transmittal, must be received by the
Depositary at one of its addresses set forth above prior to the Expiration Date.
If certificates are forwarded to the Depositary in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery.
Shareholders whose Share certificates are not immediately available, who
cannot deliver their Shares and all other required documents to the Depositary
or who cannot complete the procedure for delivery by book-entry transfer prior
to the Expiration Date may tender their Shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the Depositary prior to the Expiration
Date, and (iii) the certificates for all physically delivered Shares in proper
form for transfer by delivery, or a confirmation of a book-entry transfer into
the Depositary's account at the Book-Entry Transfer Facility of all Shares
delivered electronically, in each case together with a properly completed and
duly executed Letter of Transmittal (or manually signed facsimile thereof) with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by this Letter of Transmittal,
must be received by the Depositary within three New York Stock Exchange, Inc.
trading days after the date the Depositary receives such Notice of Guaranteed
Delivery, all as provided in Section 3 of the Offer to Purchase. The term
"Agent's Message" means a message transmitted by the Book-Entry Transfer
Facility to, and received by, the Depositary and forming a part of a Book-Entry
Confirmation (as defined in the Offer to Purchase), which states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Shares that such
participant has received and agrees to be bound by the terms of the Letter of
Transmittal and that the Company may enforce such agreement against the
participant.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THE
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
Letter of Transmittal (or facsimile thereof), the tendering shareholder waives
any right to receive any notice of the acceptance for payment of the Shares.
<PAGE> 9
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule and attached to this Letter of Transmittal.
4. Partial Tenders (Not Applicable to Shareholders Who Tender by Book-Entry
Transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this Letter of Transmittal, as promptly as
practicable following the expiration or termination of the Offer. All Shares
represented by certificates delivered to the Depositary will be deemed to have
been tendered unless otherwise indicated.
5. Indication of Price at Which Shares are Being Tendered. For Shares to
be validly tendered by this Letter of Transmittal, the shareholder must either:
(i) check the box under "Shares Tendered at Price Determined by Dutch
Auction" or
(ii) check the box indicating the price per Share at which such
shareholder is tendering Shares under "Shares Tendered at Price Determined
by Shareholder."
By checking the box under "Shares Tendered at Price Determined by Dutch Auction"
the shareholder agrees to accept the Purchase Price that results from the Dutch
Auction tender process, which may be as low as $34.00 or as high as $41.50 per
Share. By checking a box under "Shares Tendered at Price Determined by
Shareholder," the shareholder acknowledges that doing so could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price you check. ONLY ONE BOX MAY BE CHECKED. IF MORE THAN ONE BOX IS CHECKED,
OR IF NO BOX IS CHECKED, THERE IS NO VALID TENDER OF SHARES. A shareholder
wishing to tender portions of such shareholder's Share holdings at different
prices must complete a separate Letter of Transmittal for each price at which
such shareholder wishes to tender each such portion of such shareholder's
Shares. The same Shares cannot be tendered (unless previously validly withdrawn
as provided in Section 4 of the Offer to Purchase) at more than one price.
6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal (or facsimiles thereof) as there are
different registrations of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the Purchase Price is to be made to, or Shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution. See Instruction 1.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, certificates evidencing the
Shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an Eligible Institution. See
Instruction 1.
If this Letter of Transmittal or any certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person so to act must be submitted.
<PAGE> 10
7. Stock Transfer Taxes. The Company will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the aggregate
Purchase Price is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered holder(s), or
if tendered Shares are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the Purchase Price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the Offer to
Purchase. Except as provided in this Instruction 7, it will not be necessary to
affix transfer tax stamps to the certificates representing Shares tendered
hereby.
8. Special Payment and Delivery Instructions. If a check for the Purchase
Price of any Shares tendered hereby is to be issued in the name of, and/or any
Shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this Letter of Transmittal, or if the check and/or any
certificates for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal or to an
address other than that shown above in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this Letter of Transmittal should be
completed. Shareholders tendering Shares by book-entry transfer will have any
Shares not accepted for payment returned by crediting the account maintained by
such shareholder at the Book-Entry Transfer Facility.
9. Odd Lots. As described in Section 1 of the Offer to Purchase, if fewer
than all Shares validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date are to be purchased, the Shares purchased
first will consist of all Shares tendered by any shareholder who owned
beneficially, as of the close of business on May 19, 1998, and continues to own
beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares
(excluding Shares attributable to individual accounts under the Savings Plan and
the PSSOP, but including Shares attributable to individual accounts under the
Stock Purchase Plan) and who validly tendered all such Shares at or below the
Purchase Price. Partial tenders of Shares will not qualify for this preference
and this preference will not be available unless the box captioned "Odd Lots" in
this Letter of Transmittal and the Notice of Guaranteed Delivery, if any, is
completed.
10. Substitute Form W-9 and Form W-8. Under the United States federal
income tax backup withholding rules, unless an exemption applies under the
applicable law and regulations, 31% of the gross proceeds payable to a
shareholder or other payee pursuant to the Offer must be withheld and remitted
to the United States Treasury, unless the shareholder or other payee provides
such person's taxpayer identification number (employer identification number or
social security number) to the Depositary and certifies that such number is
correct. Therefore, each tendering shareholder should complete and sign the
Substitute Form W-9 included as part of this Letter of Transmittal so as to
provide the information and certification necessary to avoid backup withholding,
unless such shareholder otherwise establishes to the satisfaction of the
Depositary that it is not subject to backup withholding. Certain shareholders
(including, among others, all corporations and certain foreign shareholders (in
addition to foreign corporations)) are not subject to these backup withholding
and reporting requirements. In order for a foreign shareholder to qualify as an
exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute
Form W-8, signed under penalties of perjury, attesting to that shareholder's
exempt status. Such statements may be obtained from the Depositary.
11. Withholding on Foreign Shareholders. Even if a foreign shareholder has
provided the required certification to avoid backup withholding, the Depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign shareholder or his or her agent unless the
Depositary determines that an exemption from or a reduced rate of withholding is
available pursuant to a tax treaty or that an exemption from withholding is
applicable because such gross proceeds are effectively connected with the
conduct of a trade or business in the United States. For this purpose, a foreign
shareholder is a shareholder that is not (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or organized in
or under the laws of the United States, any State or any political subdivision
thereof, (iii) an estate the income of which is subject to United States federal
income taxation regardless of the source of such income, or (iv) a trust whose
administration is subject to the primary supervision of a United States court
and
<PAGE> 11
which has one or more United States fiduciaries who have the authority to
control all substantial decisions of the trust. In order to obtain a reduced
rate of withholding pursuant to a tax treaty, a foreign shareholder must deliver
to the Depositary a properly completed IRS Form 1001. In order to obtain an
exemption from withholding on the grounds that the gross proceeds paid pursuant
to the Offer are effectively connected with the conduct of a trade or business
within the United States, a foreign shareholder must deliver to the Depositary a
properly completed IRS Form 4224. The Depositary will determine a shareholder's
status as a foreign shareholder and eligibility for a reduced rate of, or an
exemption from, withholding by reference to outstanding certificates or
statements concerning eligibility for a reduced rate of, or exemption from,
withholding (e.g., IRS Form 1001 or IRS Form 4224) unless facts and
circumstances indicate that such reliance is not warranted. A foreign
shareholder may be eligible to obtain a refund of all or a portion of any tax
withheld if such shareholder meets the "complete redemption," "substantially
disproportionate" or "not essentially equivalent to a dividend" test described
in Section 14 of the Offer to Purchase or is otherwise able to establish that no
tax or a reduced amount of tax is due. Backup withholding generally will not
apply to amounts subject to the 30% or treaty-reduced rate of withholding.
Foreign shareholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.
12. Requests for Assistance or Additional Copies. Any questions or
requests for assistance may be directed to the Information Agent or the Dealer
Manager at their respective telephone numbers and addresses listed below.
Requests for additional copies of the Offer to Purchase, this Letter of
Transmittal or other tender offer materials may be directed to the Information
Agent or the Dealer Manager, and such copies will be furnished promptly at the
Company's expense. Shareholders may also contact their local broker, dealer,
commercial bank or trust company for documents relating to, or assistance
concerning, the Offer.
13. Irregularities. All questions as to the number of Shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of Shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the Offer and any defect or irregularity in the tender of any
particular Shares or any particular shareholder. No tender of Shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the Dealer Manager, the Depositary, the Information
Agent or any other person is or will be obligated to give notice of any defects
or irregularities in tenders, and none of them will incur any liability for
failure to give any such notice.
14. Savings Plan; Stock Purchase Plan; PSSOP. Participants in the
Company's Savings Plan, Stock Purchase Plan and/or PSSOP may not use this Letter
of Transmittal to direct the tender of Shares reflecting interests attributable
to such participant's individual account(s), but must use the separate Direction
Form(s) sent to them by the Company and/or the Trustee(s). See Section 3 of the
Offer to Purchase.
15. Order of Purchase in Event of Proration. As described in Section 1 of
the Offer to Purchase, shareholders may designate the order in which their
Shares are to be purchased in the event of proration. The order of purchase may
affect whether any capital gain or loss recognized on the Shares purchased is
long-term or short-term (depending on the holding period for the Shares
purchased) and the amount of gain or loss recognized for federal income tax
purposes. See Sections 1 and 14 of the Offer to Purchase.
16. Lost, Stolen or Destroyed Certificates. If your certificate(s)
representing Shares have been lost, stolen or destroyed, so indicate above. The
Depositary will send you additional documentation that will need to be completed
to effectively surrender such lost, stolen or destroyed certificates.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, PRIOR TO THE
EXPIRATION DATE.
<PAGE> 12
<TABLE>
<C> <S> <C>
- -------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: BANKBOSTON, N.A.
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number OR
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Employee Identification Number
FORM W-9
----------------------------------------
------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 2 -- For Payees exempt from backup withholding, see PART 3 --
INTERNAL REVENUE SERVICE the enclosed Guidelines and complete as
instructed therein. Awaiting TIN [ ]
Please complete the
Certificate of Awaiting
Taxpayer Identification Number
below.
------------------------------------------------------------------------------------------
PAYOR'S REQUEST FOR TAXPAYER CERTIFICATION -- Under penalties of perjury, I certify that:
IDENTIFICATION NUMBER (TIN) (1) the number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate IRS center
or Social Security Administration office or (b) I intend to mail or deliver an
application in the near future. I understand that if I do not provide a Taxpayer
Identification Number within sixty (60) days, 31% of all reportable payments made to
me thereafter will be withheld until I provide a Taxpayer Identification Number) and
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, (b) I have not been notified by the IRS that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified
by the IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not cross out item (2). (Also see
instructions in the enclosed Guidelines.)
Signature: Date:
------------------------------------- -----------------------------------
Name:
-------------------------------------------------------------------------------------
(Please Print)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (1) I have mailed or delivered an application to receive a TIN to the
appropriate Internal Revenue Service Center or Social Security Administration
Office or (2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a TIN by the time of payment, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature: Date:
--------------------------------------- ------------------------
- --------------------------------------------------------------------------------
<PAGE> 13
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
(800) 290-6433 (TOLL FREE)
BANKS AND BROKERS CALL COLLECT:
(212) 269-5550
THE DEALER MANAGER FOR THE OFFER IS:
BT ALEX. BROWN INCORPORATED
ONE SOUTH STREET
BALTIMORE, MARYLAND 21202
(800) 638-2596 (TOLL FREE)
<PAGE> 1
EXHIBIT (a)(3)
PRIMARK CORPORATION
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This form, or a form substantially equivalent to this form, must be used to
accept the Offer (as defined below) if certificates for the shares of Common
Stock of Primark Corporation are not immediately available, if the procedure for
book-entry transfer cannot be completed on a timely basis, or if time will not
permit all other documents required by the Letter of Transmittal to be delivered
to the Depositary prior to the Expiration Date (as defined in Section 1 of the
Offer to Purchase (defined below)). Such form may be delivered by hand or
transmitted by mail or overnight courier, or (for Eligible Institutions (as
defined below) only) by facsimile transmission, to the Depositary. See Section 3
of the Offer to Purchase.
The Depositary for the Offer is:
BANKBOSTON, N.A.
<TABLE>
<S> <C> <C>
By First Class Mail By Hand: By Overnight, Certified or
Via Return Envelope: Express Mail:
BANKBOSTON, N.A. SECURITIES TRANSFER AND BANKBOSTON, N.A.
CORPORATE REORGANIZATION REPORTING SERVICES, INC. CORPORATE REORGANIZATION
P.O. BOX 8029 C/O BOSTON EQUISERVE L.P. MAIL STOP 45-01-40
BOSTON, MA 02266-8029 1 EXCHANGE PLAZA 150 ROYALL STREET
55 BROADWAY, 3(RD) FLOOR CANTON, MA 02021
NEW YORK, NY 10006
</TABLE>
By Facsimile Transmission:
(781) 575-2232
Confirm Facsimile Transmission by Telephone:
(800) 730-6001
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE
GUARANTEE TO THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND
CERTIFICATES FOR SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE
TO DO SO COULD RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
<PAGE> 2
Ladies and Gentlemen:
The undersigned hereby tenders to Primark Corporation, a Michigan
corporation (the "Company"), upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated May 20, 1998 (the "Offer to Purchase"),
and the related Letter of Transmittal (which, as amended from time to time,
together constitute the "Offer"), receipt of which is hereby acknowledged, the
number of shares of common stock, without par value (the "Shares") (including
the associated common stock purchase rights (the "Rights") issued pursuant to
the Rights Agreement, dated as of May 29, 1997 between the Company and
BankBoston, N.A., as the Rights Agent), of the Company listed below, pursuant to
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. The undersigned understands that a tender of Shares pursuant to the
Offer will include a tender of the associated Rights and that no separate
consideration will be paid for such Rights. For a description of the Rights, see
Section 7 of the Offer to Purchase. Unless the context otherwise requires, all
references to Shares shall include the associated Rights.
If Shares will be tendered by book-entry transfer:
- --------------------------------------------------------------------------------
Name of Tendering Institution:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AREA CODE AND TELEPHONE NUMBER
Account No. __________________ at The Depository Trust Company
<TABLE>
<S> <C>
----------------------------------------------------------
SIGNATURE(S)
Number of Shares: Name(s) (Please Print):
- ----------------------------- ----------------------------------------------------------
----------------------------------------------------------
Certificate Nos.: (if Address(es):
available) ----------------------------------------------
- ----------------------------- ----------------------------------------------------------
----------------------------------------------------------
(INCLUDING ZIP CODE)
</TABLE>
2
<PAGE> 3
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES.
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having Primark Corporation
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch Auction tender
process. This action will result in receiving a price per Share of as low as
$34.00 or as high as $41.50.
---------------------------------------------
OR
---------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate Letter of Transmittal for each price at which shares
are tendered. The same Shares cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] $34.00 [ ] $35.00 [ ] $36.00 [ ] $37.00 [ ] $38.00 [ ] $39.00 [ ] $40.00 [ ] $41.00
[ ] $34.125 [ ] $35.125 [ ] $36.125 [ ] $37.125 [ ] $38.125 [ ] $39.125 [ ] $40.125 [ ] $41.125
[ ] $34.25 [ ] $35.25 [ ] $36.25 [ ] $37.25 [ ] $38.25 [ ] $39.25 [ ] $40.25 [ ] $41.25
[ ] $34.375 [ ] $35.375 [ ] $36.375 [ ] $37.375 [ ] $38.375 [ ] $39.375 [ ] $40.375 [ ] $41.375
[ ] $34.50 [ ] $35.50 [ ] $36.50 [ ] $37.50 [ ] $38.50 [ ] $39.50 [ ] $40.50 [ ] $41.50
[ ] $34.625 [ ] $35.625 [ ] $36.625 [ ] $37.625 [ ] $38.625 [ ] $39.625 [ ] $40.625
[ ] $34.75 [ ] $35.75 [ ] $36.75 [ ] $37.75 [ ] $38.75 [ ] $39.75 [ ] $40.75
[ ] $34.875 [ ] $35.875 [ ] $36.875 [ ] $37.875 [ ] $38.875 [ ] $39.875 [ ] $40.875
</TABLE>
3
<PAGE> 4
ODD LOTS
This section is to be completed ONLY if Shares are being tendered by or on
behalf of a person who owned beneficially, as of the close of business on May
19, 1998, and who continues to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to individual
accounts under the Savings Plan and the PSSOP (each as defined in the Offer to
Purchase), but including Shares attributable to individual accounts under the
Stock Purchase Plan (as defined in the Offer to Purchase)).
The undersigned either (check one box):
[ ] owned beneficially, as of the close of business on May 19, 1998 and
continues to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares (excluding Shares allocated to accounts in the
Savings Plan and the PSSOP, but including Shares attributable to
individual accounts under the Stock Purchase Plan), all of which are
being tendered, or
[ ] is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, Shares with
respect to which it is the record owner and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on May
19, 1998, and continues to own beneficially as of the Expiration Date,
an aggregate of fewer than 100 Shares (excluding Shares attributable to
individual accounts under the Savings Plan and the PSSOP, but including
Shares attributable to individual accounts under the Stock Purchase
Plan) and is tendering all of such Shares.
4
<PAGE> 5
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity that is a member in good standing
of the Security Transfer Agent's Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"), hereby guarantees (i) that the above-named person(s) has a net
long position in the Shares being tendered within the meaning of Rule 14e-4
promulgated under the Securities Exchange Act of 1934, as amended, (ii) that
such tender of Shares complies with Rule 14e-4, and (iii) to deliver to the
Depositary at one of its addresses set forth above certificate(s) for the Shares
tendered hereby, in proper form for transfer, or a confirmation of the
book-entry transfer of the Shares tendered hereby into the Depositary's account
at The Depository Trust Company, in each case together with a properly completed
and duly executed Letter(s) of Transmittal (or manually signed facsimile(s)
thereof), with any required signature guarantee(s), or an Agent's Message (as
defined in the Offer to Purchase), and any other required documents, all within
three New York Stock Exchange, Inc. trading days after the date hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for shares to the Depositary within the time shown herein. Failure
to do so could result in a financial loss to such eligible institution.
Name of Firm:
-------------------------------------------------------------------
Authorized Signature:
-----------------------------------------------------------
Name:
---------------------------------------------------------------------------
(PLEASE PRINT)
Title:
--------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CITY, STATE, ZIP CODE)
Area Code and Telephone Number:
-------------------------------------------------
Dated: ______________________ , 1998
NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM.
YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.
5
<PAGE> 1
EXHIBIT (a)(4)
BT ALEX. BROWN INCORPORATED
[PRIMARK CORPORATION LOGO]
OFFER TO PURCHASE FOR CASH UP TO
4,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $41.50
NOR LESS THAN $34.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 17, 1998, UNLESS THE OFFER IS EXTENDED.
May 20, 1998
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
In our capacity as Dealer Manager, we are enclosing the material listed
below relating to the offer of Primark Corporation, a Michigan corporation (the
"Company"), to purchase up to 4,000,000 shares of its common stock, without par
value (the "Shares") (including the associated common stock purchase rights (the
"Rights") issued pursuant to the Rights Agreement, dated as of May 29, 1997
between the Company and BankBoston, N.A., as the Rights Agent), at prices not
greater than $41.50 nor less than $34.00 per Share, net to the seller in cash,
specified by tendering shareholders, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 20, 1998 (the "Offer to
Purchase"), and in the related Letter of Transmittal (which, as amended from
time to time, together constitute the "Offer"). Unless the context otherwise
requires, all references to Shares shall include the associated Rights.
The Company will determine a single price (not greater than $41.50 nor less
than $34.00 per Share), net to the seller in cash, that it will pay for Shares
validly tendered and not withdrawn pursuant to the Offer (the "Purchase Price"),
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 4,000,000 Shares (or such lesser number of Shares as
is validly tendered at prices not greater than $41.50 nor less than $34.00 per
Share) and not withdrawn pursuant to the Offer. The Company will purchase all
Shares validly tendered at prices at or below the Purchase Price and not
withdrawn, upon the terms and subject to the conditions of the Offer, including
the provisions relating to proration described in the Offer to Purchase. See
Section 1 of the Offer to Purchase.
The Purchase Price will be paid in cash, net to the seller, with respect to
all Shares purchased. Shares tendered at prices in excess of the Purchase Price
and Shares not purchased because of proration will be returned.
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. For a
description of the Rights, see Section 7 of the Offer to Purchase.
THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING
TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS INCLUDING
OBTAINING A BANK WAIVER UNDER THE COMPANY'S CREDIT AGREEMENT (AS DEFINED IN THE
OFFER TO PURCHASE) IF THE COST OF THE OFFER EXCEEDS $150 MILLION. SEE SECTIONS 6
AND 10 OF THE OFFER TO PURCHASE.
We are asking you to contact your clients for whom you hold Shares
registered in your name (or in the name of your nominee) or who hold Shares
registered in their own names. Please bring the Offer to their attention as
promptly as possible. The Company will, upon request, reimburse you for
reasonable and customary handling and mailing expenses incurred by you in
forwarding any of the enclosed materials to your clients.
<PAGE> 2
For your information and for forwarding to your clients, we are enclosing
the following documents:
l. The Offer to Purchase.
2. The Letter of Transmittal for your use and for the information of
your clients.
3. A letter to shareholders of the Company from the Chairman,
President and Chief Executive Officer of the Company.
4. The Notice of Guaranteed Delivery to be used to accept the Offer if
the Shares and all other required documents cannot be delivered to the
Depositary by the Expiration Date (each as defined in the Offer to
Purchase).
5. A letter that may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space for obtaining such clients' instructions with regard to the Offer.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9 providing information
relating to backup federal income tax withholding.
7. A return envelope addressed to BankBoston, N.A., the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, JUNE 17, 1998, UNLESS THE OFFER IS EXTENDED.
The Company will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of Shares pursuant to the Offer (other than
the Dealer Manager). The Company will, upon request, reimburse brokers, dealers,
commercial banks and trust companies for reasonable and customary handling and
mailing expenses incurred by them in forwarding materials relating to the Offer
to their customers. The Company will pay all stock transfer taxes applicable to
its purchase of Shares pursuant to the Offer, subject to Instruction 7 of the
Letter of Transmittal.
As described in the Offer to Purchase, if more than 4,000,000 Shares have
been validly tendered at or below the Purchase Price and not withdrawn prior to
the Expiration Date, as defined in Section l of the Offer to Purchase, the
Company will accept Shares for purchase in the following order of priority: (i)
all Shares validly tendered at or below the Purchase Price and not withdrawn
prior to the Expiration Date by any shareholder who owned beneficially, as of
the close of business on May 19, 1998, and who continues to own beneficially as
of the Expiration Date, an aggregate of fewer than 100 Shares (excluding Shares
attributable to individual accounts under the Savings Plan and the PSSOP (each
as defined in the Offer to Purchase), but including Shares attributable to
individual accounts under the Stock Purchase Plan (as defined in the Offer to
Purchase)) and who validly tenders all of such Shares (partial tenders will not
qualify for this preference) and completes the box captioned "Odd Lots" in the
Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery and
(ii) after purchase of all of the foregoing Shares, all other Shares validly
tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date on a pro rata basis.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS
OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
2
<PAGE> 3
Any questions or requests for assistance or additional copies of the
enclosed materials may be directed to the Information Agent or the Dealer
Manager at their respective addresses and telephone numbers set forth on the
back cover of the enclosed Offer to Purchase.
Very truly yours,
BT ALEX. BROWN INCORPORATED
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE
INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE
ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH
THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.
3
<PAGE> 1
EXHIBIT (a)(5)
[PRIMARK CORPORATION LOGO]
OFFER TO PURCHASE FOR CASH UP TO
4,000,000 SHARES OF ITS COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
AT A PURCHASE PRICE NOT GREATER THAN $41.50
NOR LESS THAN $34.00 PER SHARE
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY,
JUNE 17, 1998, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are the Offer to Purchase, dated May 20,
1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") setting forth an
offer by Primark Corporation, a Michigan corporation (the "Company"), to
purchase up to 4,000,000 shares of its common stock, without par value (the
"Shares") (including the associated common stock purchase rights (the "Rights")
issued pursuant to the Rights Agreement, dated as of May 29, 1997 between the
Company and BankBoston, N.A., as the Rights Agent), at prices not greater than
$41.50 nor less than $34.00 per Share, net to the seller in cash, specified by
tendering shareholders, upon the terms and subject to the conditions of the
Offer. Unless the context otherwise requires, all references to Shares shall
include the associated Rights. Also enclosed herewith is certain other material
related to the Offer, including a letter to shareholders from Joseph E.
Kasputys, Chairman, President and Chief Executive Officer of the Company.
The Company will determine a single per Share price (not greater than
$41.50 nor less than $34.00 per Share) that it will pay for the Shares validly
tendered pursuant to the Offer and not withdrawn (the "Purchase Price"), taking
into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to purchase 4,000,000 Shares (or such lesser number of Shares as
are validly tendered at prices not greater than $41.50 nor less than $34.00 per
Share) validly tendered and not withdrawn pursuant to the Offer. The Company
will purchase all Shares validly tendered at prices at or below the Purchase
Price and not withdrawn, upon the terms and subject to the conditions of the
Offer, including the provisions thereof relating to proration. See Section 1 of
the Offer to Purchase.
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. For a
description of the Rights, see Section 7 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. AS SUCH, A
TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR
YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR
YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
<PAGE> 2
Your attention is invited to the following:
1. You may tender Shares at either the price determined by you (in
multiples of $.125), not greater than $41.50 nor less than $34.00 per
Share, or the price determined by the "Dutch Auction" tender process as
indicated in the attached instruction form, net to you in cash. You should
mark the box entitled, "Shares Tendered at Price Determined by Dutch
Auction" if you are willing to accept the Purchase Price resulting from the
Dutch Auction tender process. This could result in your receiving the
minimum price of $34.00 per Share.
2. The Offer is for up to 4,000,000 Shares, constituting approximately
14.75% of the total Shares outstanding as of May 15, 1998. The Offer is not
conditioned on any minimum number of Shares being tendered. The Offer is,
however, subject to certain other conditions set forth in the Offer to
Purchase including obtaining a bank waiver under the Company's Credit
Agreement (as defined in the Offer to Purchase) if the cost of the Offer
exceeds $150 million.
3. The Offer, proration period and withdrawal rights will expire at
12:00 Midnight, New York City time, on Wednesday, June 17, 1998, unless the
Offer is extended. Your instructions to us should be forwarded to us in
ample time to permit us to submit a tender on your behalf.
4. As described in the Offer to Purchase, if more than 4,000,000
Shares have been validly tendered at or below the Purchase Price and not
withdrawn prior to the Expiration Date, as defined in Section 1 of the
Offer to Purchase, the Company will purchase Shares in the following order
of priority:
(i) all Shares validly tendered at or below the Purchase Price and
not withdrawn prior to the Expiration Date by any shareholder who owned
beneficially, as of the close of business on May 19, 1998, and who
continues to own beneficially as of the Expiration Date, an aggregate of
fewer than 100 Shares (excluding Shares attributable to individual
accounts under the Savings Plan and the PSSOP (each as defined in the
Offer to Purchase), but including Shares attributable to individual
accounts under the Stock Purchase Plan (as defined in the Offer to
Purchase)) who validly tenders all of such Shares (partial tenders will
not qualify for this preference) and completes the box captioned "Odd
Lots" in the Letter of Transmittal and, if applicable, the Notice of
Guaranteed Delivery; and
(ii) after purchase of all the foregoing Shares, all other Shares
validly tendered at or below the Purchase Price and not withdrawn prior
to the Expiration Date on a pro rata basis. See Section 1 of the Offer
to Purchase for a discussion of proration.
5. Tendering shareholders will not be obligated to pay any brokerage
commissions or solicitation fees on the Company's purchase of Shares in the
Offer. Any stock transfer taxes applicable to the purchase of Shares by the
Company pursuant to the Offer will be paid by the Company, except as
otherwise provided in Instruction 7 of the Letter of Transmittal.
6. If you wish to tender portions of your Shares at different prices
you must complete a separate Instruction Form for each price at which you
wish to tender each portion of your Shares. We must submit separate Letters
of Transmittal on your behalf for each price you will accept.
7. If you owned beneficially, as of the close of business on May 19,
1998, and continue to own beneficially as of the Expiration Date, an
aggregate of fewer than 100 Shares (excluding Shares attributable to
individual accounts under the Savings Plan and the PSSOP, but including
Shares attributable to individual accounts under the Stock Purchase Plan
(as defined in the Offer to Purchase)), and you instruct us to tender at or
below the Purchase Price on your behalf all such Shares prior to the
Expiration Date and check the box captioned "Odd Lots" in the Instruction
Form, all such Shares will be accepted for purchase before proration, if
any, of the purchase of other tendered Shares.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY APPROVED THE MAKING
OF THE OFFER. HOWEVER, SHAREHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT
WHICH SHARES SHOULD BE TENDERED. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES. THE
2
<PAGE> 3
COMPANY HAS BEEN ADVISED THAT NONE OF ITS DIRECTORS OR EXECUTIVE OFFICERS
INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER.
If you wish to have us tender any or all of your Shares held by us for your
account upon the terms and subject to the conditions set forth in the Offer to
Purchase, please so instruct us by completing, executing and returning to us the
attached Instruction Form. An envelope to return your instructions to us is
enclosed. If you authorize tender of your Shares, all such Shares will be
tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is being made to all holders of Shares. The Company is not aware
of any jurisdiction where the making of the Offer is not in compliance with
applicable law. If the Company becomes aware of any jurisdiction where the
making of the Offer is not in compliance with any valid applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will not
be made to (nor will tenders be accepted from or on behalf of) the holders of
Shares residing in such jurisdiction. In any jurisdiction the securities or blue
sky laws of which require the Offer to be made by a licensed broker or dealer,
the Offer is being made on the Company's behalf by the Dealer Manager or one or
more registered brokers or dealers licensed under the laws of such jurisdiction.
3
<PAGE> 4
INSTRUCTION FORM
WITH RESPECT TO OFFER TO PURCHASE FOR CASH
UP TO 4,000,000 SHARES OF COMMON STOCK
OF
PRIMARK CORPORATION
AT A PURCHASE PRICE NOT GREATER THAN $41.50
NOR LESS THAN $34.00 PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated May 20, 1998, and the related Letter of Transmittal
(which, as amended from time to time, together constitute the "Offer") in
connection with the Offer by Primark Corporation (the "Company") to purchase up
to 4,000,000 shares of its common stock, without par value (the "Shares"), at
prices not greater than $41.50 nor less than $34.00 per Share, net to the
undersigned in cash, specified by the undersigned, upon the terms and subject to
the terms and conditions of the Offer.
The undersigned further acknowledge(s) that a tender of Shares pursuant to
the Offer will include a tender of the associated common stock purchase rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of May 29, 1997
between the Company and BankBoston, N.A., as the Rights Agent, and that no
separate consideration will be paid for such Rights. For a description of the
Rights, see Section 7 of the Offer to Purchase.
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, at the price per Share indicated
below, upon the terms and subject to the conditions of the Offer.
SHARES TENDERED
[ ] If fewer than all Shares are to be tendered, please check the box and
indicate below the aggregate number of Shares to be tendered by us.
_________________________________ Shares
Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
4
<PAGE> 5
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
IF SHARES ARE BEING TENDERED AT MORE THAN ONE PRICE,
A SEPARATE INSTRUCTION FORM FOR EACH PRICE SPECIFIED
MUST BE USED.
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,
THERE IS NO VALID TENDER OF SHARES.
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having Primark Corporation
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch Auction tender
process. This action will result in receiving a price per Share of as low as
$34.00 or as high as $41.50.
---------------------------------------------
OR
---------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate Instruction Form for each price at which Shares are
tendered. The same Shares cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] $34.00 [ ] $35.00 [ ] $36.00 [ ] $37.00 [ ] $38.00 [ ] $39.00 [ ] $40.00 [ ] $41.00
[ ] $34.125 [ ] $35.125 [ ] $36.125 [ ] $37.125 [ ] $38.125 [ ] $39.125 [ ] $40.125 [ ] $41.125
[ ] $34.25 [ ] $35.25 [ ] $36.25 [ ] $37.25 [ ] $38.25 [ ] $39.25 [ ] $40.25 [ ] $41.25
[ ] $34.375 [ ] $35.375 [ ] $36.375 [ ] $37.375 [ ] $38.375 [ ] $39.375 [ ] $40.375 [ ] $41.375
[ ] $34.50 [ ] $35.50 [ ] $36.50 [ ] $37.50 [ ] $38.50 [ ] $39.50 [ ] $40.50 [ ] $41.50
[ ] $34.625 [ ] $35.625 [ ] $36.625 [ ] $37.625 [ ] $38.625 [ ] $39.625 [ ] $40.625
[ ] $34.75 [ ] $35.75 [ ] $36.75 [ ] $37.75 [ ] $38.75 [ ] $39.75 [ ] $40.75
[ ] $34.875 [ ] $35.875 [ ] $36.875 [ ] $37.875 [ ] $38.875 [ ] $39.875 [ ] $40.875
</TABLE>
5
<PAGE> 6
ODD LOTS
[ ] By checking this box, the undersigned represent(s) that the undersigned
owned beneficially, as of the close of business on May 19, 1998, and
continue(s) to own beneficially as of the Expiration Date, an aggregate
of fewer than 100 Shares (including Shares attributable to individual
accounts under the Savings Plan, the Stock Purchase Plan and the PSSOP)
and is tendering all of such Shares.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING SHAREHOLDERS. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Sign Here:
---------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S)
Names(s):
----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(PLEASE PRINT NAME(S))
Address(es):
-------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Dated: , 1998
-------- ----------------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
6
<PAGE> 1
EXHIBIT (a)(6)
[PRIMARK CORPORATION LETTERHEAD]
May 20, 1998
Dear Shareholder:
Primark Corporation (the "Company") is offering to purchase up to 4,000,000
shares of its common stock at a price not greater than $41.50 nor less than
$34.00 per share. The Company is conducting the Offer through a procedure
commonly referred to as a "Dutch Auction." This procedure allows you to select
the price within the specified price range at which you are willing to sell all
or a portion of your shares to the Company. Alternatively, this procedure allows
you to sell all or a portion of your shares to the Company at a price determined
by the "Dutch Auction" process.
Based upon the number of shares tendered and the prices specified by the
tendering shareholders, the Company will determine the single per share price
within that range that will allow it to buy 4,000,000 shares (or such lesser
number of shares that are properly tendered). All of the shares that are
properly tendered at prices at or below that purchase price (and are not
withdrawn) will -- subject to possible proration and provisions relating to the
tender of "odd lots" -- be purchased for cash at that purchase price, net to the
selling shareholder. All other shares that have been tendered and not purchased
will be returned to the shareholder.
If you do not wish to participate in the Offer, you do not need to take any
action.
The Offer is explained in detail in the enclosed Offer to Purchase and
Letter of Transmittal. If you wish to tender your shares, instructions on how to
tender shares are provided in the enclosed materials. I encourage you to read
these materials carefully before making any decision with respect to the Offer.
Neither the Company nor its Board of Directors makes any recommendation to any
shareholder whether or not to tender any or all shares. Neither I nor any other
director or executive officer intends to tender shares pursuant to the Offer.
Please note that the Offer is scheduled to expire at 12:00 Midnight, New
York City time, on Wednesday, June 17, 1998, unless extended by the Company.
Questions regarding the Offer should not be directed to the Company but should
instead be directed to D.F. King & Co., Inc., the Information Agent, at (800)
290-6433.
Sincerely,
/s/JOSEPH E. KASPUTYS
<PAGE> 1
EXHIBIT (a)(7)
IMMEDIATE ATTENTION REQUIRED
May 26, 1998
Re: Primark Corporation Savings and Stock Ownership Plan
Dear Savings Plan Participant:
Our records reflect that a portion of your individual account in the
Primark Corporation Savings and Stock Ownership Plan (the "Savings Plan") is
invested in the Primark Corporation Stock Fund.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase shares
of common stock (including the associated common stock purchase rights) of
Primark Corporation at prices not greater than $41.50 nor less than $34.00 per
share. As described below, you have the right to instruct Fidelity Management
Trust Company ("Fidelity"), as Trustee of the Savings Plan, concerning whether
and on what terms to tender shares attributable to your individual account under
the Savings Plan.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, JUNE 12, 1998, UNLESS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION
FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW.
REGARDLESS OF YOUR PARTICIPATION IN THIS TENDER OFFER, YOUR ABILITY TO PERFORM
CERTAIN TRANSACTIONS WILL BE AFFECTED BY THE OFFER, AS DESCRIBED ON PAGE 6.
The remainder of this letter summarizes the transaction, your rights
under the Savings Plan and the procedures for completing the Direction Form. You
should also review the more detailed explanation provided in the other materials
including the Offer to Purchase and the related Letter of Transmittal enclosed
with this letter.
BACKGROUND
Primark Corporation (the "Company") has made a tender offer to purchase
up to 4,000,000 shares of its common stock, without par value (the "Shares")
(including the associated common stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of May 29, 1997 between the Company
and BankBoston, N.A., as the Rights Agent), at prices not greater than $41.50
nor less than $34.00 per Share. The enclosed Offer to Purchase, dated May 20,
1998 ("Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") set forth the
objectives, terms and conditions of the Offer and are being provided to all of
the Company's shareholders.
<PAGE> 2
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. For
a description of the Rights, see Section 7 of the Offer to Purchase. Unless the
context otherwise requires, all references to Shares shall include the
associated Rights.
The Company's Offer extends to the approximately 392,087 Shares
currently held by the Savings Plan. Only Fidelity as Trustee of the Savings Plan
can tender these Shares for sale. Nonetheless, as a Savings Plan participant,
you have the right to direct Fidelity whether or not to tender some or all of
the Shares attributable to your individual account in the Savings Plan. If you
direct Fidelity to tender any of the Shares attributable to your individual
account, you must also either specify the price or prices at which the Shares
should be tendered or you may elect to accept the per Share purchase price
resulting from the Dutch Auction tender process, which will result in receiving
a price per Share as low as $34.00 or as high as $41.50. Shares in the Savings
Plan that are unallocated will be tendered by Fidelity in the same proportion as
the Shares with respect to which Fidelity has received instructions from
participants.
Please note that Fidelity is the holder of record of Shares
attributable to your individual account under the Savings Plan. A tender of such
Shares can be made only by Fidelity as the holder of record. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE SAVINGS
PLAN.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS
OR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER
OF SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING
THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
Under the terms of the Trust Agreement, which governs Fidelity's roles
and responsibilities as the Savings Plan trustee, unless otherwise required by
law, Fidelity will follow the timely, completed Direction Forms of participants
with respect to the Offer. Unless otherwise required by law, Fidelity will NOT
tender Shares attributable to the individual accounts of participants from whom
Fidelity has not received timely, completed Direction Forms. As provided in the
Trust Agreement, Fidelity will tender unallocated shares in the same proportion
as the total number of shares for which it has received instructions from
participants.
The Employee Retirement Income Security Act of 1974, as amended,
prohibits the sale of Shares to the Company for less than adequate
consideration, which Fidelity will determine based on the closing market price
of the Shares on or about the date the Shares are tendered by Fidelity pursuant
to the Offer. Accordingly, depending on the closing market price of the Shares
on such date, Fidelity may be unable to tender Shares at certain directed
prices within the offered range. In such event, Fidelity will follow
participants' directions regarding the number of Shares to be tendered but will
increase the price at which such Shares are tendered to such closing market
price, which may result in such Shares not being purchased pursuant to the
Offer.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its
affiliates or agents will tabulate the Direction Forms. Neither Fidelity nor its
affiliates or agents will make the results of your individual direction
available to the Company.
2
<PAGE> 3
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which
you should review carefully. However, in broad outline, the transaction will
work as follows with respect to Savings Plan participants.
- The Company has offered to purchase up to 4,000,000 of its
Shares at a single per Share price not greater than $41.50 nor
less than $34.00.
- If you want any of the Shares attributable to your individual
account under the Savings Plan sold on the terms and subject
to the conditions of the Offer, you need to instruct Fidelity
by completing the enclosed Direction Form and returning it in
the enclosed return envelope.
- You need to either specify on the Direction Form the per Share
price (in multiples of $.125), which cannot be greater than
$41.50 nor less than $34.00, at which you wish to tender the
Shares attributable to your individual account under the
Savings Plan or you may elect to accept the per Share purchase
price resulting from the Dutch Auction tender process, which
will result in receiving a price per Share as low as $34.00 or
as high as $41.50.
- The Offer, proration period and withdrawal rights will expire
at 12:00 Midnight, New York City time, on June 17, 1998,
unless the Company extends the Offer. ACCORDINGLY, IN ORDER
FOR FIDELITY TO MAKE A TIMELY TENDER OFFER OF THE SHARES
ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE SAVINGS
PLAN, YOU MUST COMPLETE AND RETURN THE ENCLOSED DIRECTION FORM
IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY FIDELITY AT
THE ADDRESS ON THE RETURN ENVELOPE NOT LATER THAN 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, JUNE 12, 1998, UNLESS
EXTENDED.
- Please complete and return the Direction Form even if you
decide not to participate in the Offer. If Fidelity does not
receive a completed, signed original Direction Form from you
by such deadline, pursuant to the terms of the Savings Plan
and the Trust Agreement relating to the Savings Plan, Fidelity
will NOT tender any of your Shares unless it determines that
such Savings Plan or Trust Agreement provision violates ERISA.
3
<PAGE> 4
- After the deadline above for returning the Direction Form to
Fidelity Institutional Retirement Services Company, Fidelity
and its affiliates or agents will complete the tabulation of
all directions and Fidelity, as Trustee, will tender the
appropriate number of Shares. For purposes of this tabulation,
Fidelity will calculate the number of Shares attributable to
your individual account as of the close of business on June
9, 1998 (which number may be different from the number
indicated on the reverse side of the Direction Form, to the
right of your address).
- After the expiration date of the Offer, the Company will
determine the per Share purchase price (not greater than
$41.50 nor less than $34.00) (the "Purchase Price"), that
allows the Company to purchase 4,000,000 Shares (or such
lesser number of Shares as is validly tendered and not
withdrawn at prices not greater that $41.50 nor less than
$34.00 per Share). The Purchase Price will be paid for all
purchased Shares, even those Shares tendered at a lower price.
- Unless the Offer is terminated or amended in accordance with
its terms, the Company will then buy all of the Shares, up to
4,000,000, that were tendered at the Purchase Price or below.
If there is an excess of Shares tendered over the exact number
desired by the Company at the Purchase Price, Shares tendered
pursuant to the Offer may be subject to proration as set forth
in Section 1 of the Offer to Purchase. Participants who tender
Shares at or below the Purchase Price will receive the same
per Share Purchase Price for Shares accepted for purchase.
- If you direct the tender of any Shares attributable to your
individual account at a price in excess of the Purchase Price
as finally determined, those Shares will not be purchased,
and those Shares will remain allocated to your individual
account under the Savings Plan.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must
complete, sign and return the enclosed original Direction Form in the return
envelope so that it is received at the address listed on the enclosed return
envelope not later than 12:00 Midnight, New York City time, on Friday, June 12,
1998, unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not received
by this deadline, or if it is not fully or properly completed, the Shares
attributable to your individual account under the Savings Plan will not be
tendered. Please note that on the reverse side of the Direction Form the
approximate number of Shares attributable to your individual account as of May
19, 1998 is indicated to the right of your address. As described above, the
actual number of Shares attributable to your individual account for purposes of
the Offer may vary from this amount.
4
<PAGE> 5
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK
ONLY ONE BOX:
- CHECK BOX 1 if you do not want the Shares attributable to your
individual account tendered for sale at any price and simply
want the Savings Plan to continue holding such Shares.
- CHECK BOX 2 in all other cases and complete the table
immediately below Box 2. Specify the percentage of Shares
attributable to your individual account that you want to
tender at each price indicated.
- You may direct the tender of Shares attributable to your
individual account at different prices. To do so, you must
state the percentage (in whole numbers) of Shares to be sold
at each indicated price by filling in the percentage of such
Shares on the line immediately before the price. Also, you may
elect to accept the per Share Purchase Price resulting from
the Dutch Auction tender process, which will result in
receiving a price per Share as low as $34.00 or as high as
$41.50. Leave a line blank if you want no Shares tendered at
that price. The total percentage of Shares attributable to
your individual account under the Savings Plan may not exceed
100%, but it may be less than 100%. If this amount is less
than 100%, you will be deemed to have instructed Fidelity NOT
to tender the balance of the Shares attributable to your
individual account under the Savings Plan.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that
it is received by Management Information Services, an agent of Fidelity
Institutional Retirement Services Company, at the address on the return envelope
not later than 12:00 Midnight, New York City time, on Friday, June 12, 1998,
unless extended. Please complete and return the Direction Form even if you
decide not to participate in the Offer. NO FACSIMILE TRANSMITTALS OF THE
DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
midnight, New York City time, on Friday, June 12, 1998, unless extended. In
order to make an effective withdrawal, you must submit a new Direction Form
which may be obtained by calling Fidelity at 1 (800) 421-3844. Your new
Direction Form must include your name, address and Social Security number. Upon
receipt of a new, completed and signed Direction Form, your previous direction
will be deemed cancelled. You may direct the re-tendering of any Shares
attributable to your individual account by obtaining an additional Direction
Form from Fidelity and repeating the previous instructions for directing
tenders as set forth in this letter.
5
<PAGE> 6
EFFECT OF TENDER ON YOUR ACCOUNT
For any Shares attributable to your individual account under the
Savings Plan that are tendered and purchased by the Company, the Company will
pay cash to the Savings Plan. In accordance with the Trust Agreement, Fidelity
will invest the proceeds in the Primark Money Market Fund as soon as
administratively possible and will credit such investment to your individual
account. You may call Fidelity at l (800) 421-3844 after the reinvestment is
complete to have the proceeds of the sale of Shares which were invested in the
Primark Money Market Fund invested in other investment options offered under the
Savings Plan.
This Offer will not affect the investment of future contributions into
the Primark Stock Fund. However, as of 4:00 p.m., Eastern Time, on Friday, June
5, 1998, you will be NOT be able to make exchanges in or out of the Primark
Stock Fund until all tender offer processing has been completed. Additionally
as of 4:00 p.m., Eastern Time, on Friday, June 5, 1998, you will not be able to
make withdrawals from the Primark Stock Fund nor will full distributions be
processed nor will you be able to take a loan from the Savings Plan until all
tender offer processing has been complete. Fidelity will complete processing as
soon as administratively possible.
INDIVIDUAL PARTICIPANTS IN THE SAVINGS PLAN WILL NOT RECEIVE ANY
PORTION OF THE TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE
SAVINGS PLAN AND MAY BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE
SAVINGS PLAN.
For federal income tax purposes, no gain or loss will be recognized by
participants in the Savings Plan as a result of the tender or sale of Shares
held in the Savings Plan. However, certain tax benefits that may otherwise be
available in connection with the future withdrawal or distribution of Shares
from the Savings Plan may be adversely affected if Savings Plan Shares are
tendered and sold. Specifically, under current federal income tax rules, if a
participant receives certain kinds of distributions of Shares in kind from
certain contribution sources, the excess of the fair market value of the Shares
on the date of such withdrawal or distribution over the cost to the Savings Plan
of those Shares is excluded from the value of the withdrawal or distribution for
purposes of determining the participant's federal income tax liability with
respect to the withdrawal or distribution. Any excess in market value over the
cost will be taxed to the extent realized when the Shares are sold as long-term
capital gain. If you direct Fidelity to tender Shares attributable to your
individual account in the Offer, you may adversely affect your ability to take
advantage of this tax benefit. If you direct Fidelity not to tender any Shares
attributable to your individual account, the cost of Shares attributable to
your individual account will not be affected.
6
<PAGE> 7
SHARES OUTSIDE THE SAVINGS PLAN
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Company, which can be used to tender
such Shares directly to the Company. Those tender offer materials may not be
used to direct Fidelity to tender or not tender the Shares attributable to your
individual account under the Savings Plan. The direction to tender or not tender
Shares attributable to your individual account under the Savings Plan may only
be made in accordance with the procedures in this letter.
FURTHER INFORMATION
If you require additional information concerning the terms and
conditions of the Offer, please call D.F. King & Co., Inc., the Information
Agent, at 1 (800) 290-6433. If you require additional information concerning
the procedure to tender Shares attributable to your individual account under the
Savings Plan, please contact Fidelity at 1 (800) 421-3844.
Sincerely,
FIDELITY MANAGEMENT
TRUST COMPANY
7
<PAGE> 8
QUESTIONS AND ANSWERS FOR SAVINGS PLAN PARTICIPANTS ABOUT
THE PRIMARK CORPORATION TENDER OFFER
Q. WHY IS THE COMPANY OFFERING THIS TENDER OFFER TO PARTICIPANTS IN THE
SAVINGS PLAN?
A. Under the terms of the Savings Plan, you have the right to direct the
investment of the contributions allocated to your individual accounts.
Shares of Company common stock are held in an individual account for
you by Fidelity (along with the Savings Plan's other investment funds).
The Savings Plan provides that in the event of a tender offer, you may
direct Fidelity to tender the number of shares of Company common stock
that are attributable to your individual account.
Q. IF I DECIDE TO DIRECT FIDELITY TO TENDER THE SHARES THAT
ARE ATTRIBUTABLE TO MY INDIVIDUAL ACCOUNT, WILL I BE
ABLE TO RECEIVE THE PROCEEDS?
A. No. All proceeds from any Savings Plan shares that are tendered and
sold will be automatically invested by Fidelity in the Fidelity
Primark Money Market Fund. The proceeds will be part of your
individual account and may not be distributed except in accordance
with the applicable terms of the Savings Plan.
Q. WILL I BE ABLE TO CHANGE THE INVESTMENT FUNDS IN WHICH
THE PROCEEDS OF SAVINGS PLAN SHARES TENDERED ARE
INVESTED?
A. Yes. Proceeds from the sale of Shares held by the Savings Plan may be
invested in a different manner subject to the provisions of the Savings
Plan by contacting Fidelity at 1 (800) 421-3844 after the reinvestment
is complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form." Complete and return
this form even if you decide not to direct the tender of any Shares.
Q. WHAT IS THE DEADLINE FOR RETURNING THE DIRECTION
FORM?
A. The form must be received by Fidelity at the address on the return
envelope by 12:00 Midnight, on Friday, June 12, 1998, unless this
deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Fidelity at 1 (800) 421-3844 for information on the procedure
for tendering the Shares attributable to your individual account under
the Savings Plan. Contact D.F. King & Co., Inc., the information agent
for the tender offer, at 1 (800) 290-6433 for questions on the terms
and conditions of the Offer.
<PAGE> 9
\ DIRECTION FORM
FOR PARTICIPANTS IN THE
PRIMARK CORPORATION SAVINGS AND STOCK OWNERSHIP PLAN
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED
MATERIALS.
INSTRUCTIONS
Carefully complete the detachable portion of this Direction Form below.
Then insert today's date and sign your name in the spaces provided. Enclose this
Direction Form in the included postage prepaid envelope and mail it promptly.
YOUR DIRECTION FORM MUST BE RECEIVED BY MANAGEMENT INFORMATION SERVICES, AS
AGENT OF FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY, AT THE ADDRESS ON
THE RETURN ENVELOPE NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, JUNE 12, 1998, UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND
RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER.
Direction Forms that are not fully or properly completed, dated, and signed, or
that are received after the deadline, will be ignored, and the Shares allocated
to your individual account will not be tendered. Note that Fidelity also has the
right to ignore any direction that it determines cannot be implemented without
violating applicable law.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS
OR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER
OF SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING
THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
As of Tuesday, May 19, 1998, the approximate number of Shares allocated
to your Savings Plan individual account is shown to the right of your address.
(CHECK ONLY ONE BOX)
/ / 1. Please refrain from tendering and continue to HOLD all Shares
allocated to my Savings Plan individual account.
/ / 2. Please TENDER Shares allocated to my Savings Plan individual
account in the percentage indicated below for each of the
prices provided. (The total of the percentages may NOT exceed
100%, but it may be less than or equal to 100%.) If the total
of the percentages is less than 100%, Fidelity will NOT tender
the balance of the Shares allocated to my Savings Plan
individual account. A blank space before a given price will be
taken to mean that no Shares allocated to my Savings Plan
individual account are to be tendered at that price. FILL IN
THE TABLE BELOW ONLY IF YOU HAVE CHECKED BOX 2.
<PAGE> 10
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
___ Price to be Determined by the Dutch Auction tender process, which could
be as low as $34.00 or as high as $41.50.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
__/ /$34.00 __/ /$35.00 __/ /$36.00 __/ /$37.00 __/ /$38.00 __/ /$39.00 __/ /$40.00 __/ /$41.00
__/ /$34.125 __/ /$35.125 __/ /$36.125 __/ /$37.125 __/ /$38.125 __/ /$39.125 __/ /$40.125 __/ /$41.125
__/ /$34.25 __/ /$35.25 __/ /$36.25 __/ /$37.25 __/ /$38.25 __/ /$39.25 __/ /$40.25 __/ /$41.25
__/ /$34.375 __/ /$35.375 __/ /$36.375 __/ /$37.375 __/ /$38.375 __/ /$39.375 __/ /$40.375 __/ /$41.375
__/ /$34.50 __/ /$35.50 __/ /$36.50 __/ /$37.50 __/ /$38.50 __/ /$39.50 __/ /$40.50 __/ /$41.50
__/ /$34.625 __/ /$35.625 __/ /$36.625 __/ /$37.625 __/ /$38.625 __/ /$39.625 __/ /$40.625
__/ /$34.75 __/ /$35.75 __/ /$36.75 __/ /$37.75 __/ /$38.75 __/ /$39.75 __/ /$40.75
__/ /$34.875 __/ /$35.875 __/ /$36.875 __/ /$37.875 __/ /$38.875 __/ /$39.875 __/ /$40.875
</TABLE>
The undersigned hereby directs Fidelity Management Trust Company, as Trustee of
the Primark Corporation Savings and Stock Ownership Plan (the "Savings Plan"),
to tender to Primark Corporation (the "Company"), in accordance with the Offer
to Purchase, dated May 20, 1998, a copy of which I have received and read, the
indicated percentage of shares of the Company's common stock, without par value
(the "Shares") (including the associated common stock purchase rights),
attributable to my Savings Plan individual account, or to hold such Shares, in
either case as provided on the opposite side of this form.
---------------------------------
Signature
---------------------------------
Please print name
---------------------------------
Date
<PAGE> 1
EXHIBIT (a)(8)
[PRIMARK CORPORATION LOGO]
IMMEDIATE ATTENTION REQUIRED
May 20, 1998
Re: Primark Corporation 1992 Employee Stock Purchase Plan
Dear Stock Purchase Plan Participant:
This letter is being sent to you because you are a participant in the
Primark Corporation 1992 Employee Stock Purchase Plan (the "Stock Purchase
Plan").
There is a summary that describes the Stock Purchase Plan. Please refer to
the summary for more information about the Stock Purchase Plan.
Primark Corporation (the "Company") is inviting its shareholders to tender
shares of the Company's common stock, without par value (the "Shares")
(including the associated common stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of May 29, 1997 between the Company
and BankBoston, N.A., as the Rights Agent), to the Company at prices not greater
than $41.50 nor less than $34.00 per Share. The details of the invitation are
described in the Company's Offer to Purchase, dated May 20, 1998 (the "Offer to
Purchase"), and this letter (which together constitute the "Offer" for purposes
of tendering Shares attributable to your Stock Purchase Plan account). Unless
the context otherwise requires, all references to Shares shall include the
associated Rights. Copies of the Offer to Purchase and certain related materials
(excluding the Letter of Transmittal), which are being sent to the Company's
shareholders generally, are enclosed for your review.
The Letter of Transmittal referred to above and in the Offer to Purchase
cannot be used to tender the Shares held in your Stock Purchase Plan account.
The enclosed Direction Form is a substitute for the Letter of Transmittal and
must be used to tender Shares held in your Stock Purchase Plan account.
As a participant in the Stock Purchase Plan you may direct BankBoston, N.A.
("BankBoston") to tender Shares held in your Stock Purchase Plan account
pursuant to the Offer.
If you wish to direct BankBoston to tender all or part of the Shares held
in your Stock Purchase Plan account, you must complete and return the enclosed
Direction Form in accordance with the instructions specified on the Direction
Form. Before deciding whether or not to tender your Shares, please carefully
read the enclosed materials.
YOUR DIRECTION WILL BE EFFECTIVE ONLY IF YOUR PROPERLY COMPLETED DIRECTION
FORM IS RECEIVED BY BANKBOSTON AT ITS ADDRESS SET FORTH ON THE ENCLOSED RETURN
ENVELOPE NO LATER THAN 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 15, 1998.
Direction Forms that are received after this deadline, and Direction Forms that
are not properly completed, will not be accepted. Examples of improperly
completed Direction Forms include Direction Forms that are not signed and
Direction Forms that contain incorrect or incomplete information.
Stock Purchase Plan participants who desire to tender Shares at more than
one price must complete a separate Direction Form for each price at which Shares
are tendered, provided that the same Shares cannot be tendered (unless properly
withdrawn in accordance with the terms of the Offer) at more than one price. IN
ORDER TO PROPERLY TENDER SHARES, ONE AND ONLY ONE BOX MUST BE CHECKED IN THE
APPROPRIATE SECTION ON EACH DIRECTION FORM.
<PAGE> 2
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. For a
description of the Rights, see Section 7 of the Offer to Purchase. Unless the
context otherwise requires, all references to Shares shall include the
associated Rights.
If you direct BankBoston to tender any of the Shares held in your Stock
Purchase Plan account, you must also either specify the price at which the
Shares should be tendered or you may elect to accept the per Share purchase
price resulting from the Dutch Auction tender process, which will result in
receiving a price per Share as low as $34.00 or as high as $41.50.
NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, BANKBOSTON OR ANY OTHER PARTY
MAKES ANY RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER OF SHARES, THE
PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING THE TENDER OF
SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON THESE MATTERS.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which you
should review carefully. However, in broad outline, the transaction will work as
follows with respect to Stock Purchase Plan participants.
- The Company has offered to purchase up to 4,000,000 of its Shares at a
single per Share price not greater than $41.50 nor less than $34.00.
- If you want any of the Shares held in your individual account under the
Stock Purchase Plan sold on the terms and subject to the conditions of
the Offer, you need to instruct BankBoston by completing the enclosed
Direction Form and returning it in the enclosed return envelope.
- You need to either specify on the Direction Form the per Share price (in
multiples of $.125), which cannot be greater than $41.50 nor less than
$34.00, at which you wish to tender the Shares held in your individual
account under the Stock Purchase Plan or you may elect to accept the per
Share purchase price resulting from the Dutch Auction tender process,
which will result in receiving a price per Share as low as $34.00 or as
high as $41.50.
- The Offer, proration period and withdrawal rights will expire at 12:00
Midnight, New York City time, on Wednesday, June 17, 1998, unless the
Company extends the Offer. ACCORDINGLY, IN ORDER FOR BANKBOSTON TO MAKE A
TIMELY TENDER OFFER OF THE SHARES HELD IN YOUR INDIVIDUAL ACCOUNT UNDER
THE STOCK PURCHASE PLAN, YOU MUST COMPLETE AND RETURN THE ENCLOSED
DIRECTION FORM IN THE RETURN ENVELOPE SO THAT IT IS RECEIVED BY
BANKBOSTON AT THE ADDRESS ON THE RETURN ENVELOPE NOT LATER THAN 12:00
MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, JUNE 15, 1998, UNLESS EXTENDED.
- After the expiration date of the Offer, the Company will determine the
per Share purchase price (not greater than $41.50 nor less than $34.00)
(the "Purchase Price"), that allows the Company to purchase 4,000,000
Shares (or such lesser number of Shares as is validly tendered and not
withdrawn at prices not greater than $41.50 nor less than $34.00 per
Share). The Purchase Price will be paid for all purchased Shares, even
those Shares tendered at a lower price.
- Unless the Offer is terminated or amended in accordance with its terms,
the Company will then buy all of the Shares, up to 4,000,000, that were
tendered at the Purchase Price or below. If there is an excess of Shares
tendered over the exact number desired by the Company at the Purchase
Price, Shares tendered pursuant to the Offer may be subject to proration
as set forth in Section 1 of the Offer to Purchase. Participants who
tender Shares at or below the Purchase Price will receive the same per
Share Purchase Price for Shares accepted for purchase.
- If you direct the tender of any Shares held in your individual account at
a price in excess of the Purchase Price as finally determined, those
Shares will not be purchased, and those Shares will remain held in
individual account under the Stock Purchase Plan.
2
<PAGE> 3
CHANGING YOUR INSTRUCTION TO BANKBOSTON
As more fully described in Section 4 of the Offer to Purchase, tenders will
be deemed irrevocable unless withdrawn by the dates specified therein. If you
instruct BankBoston to tender Shares, and you subsequently decide to change your
instructions, you may do so by sending a notice of withdrawal to BankBoston. The
notice of withdrawal will be effective only if it is in writing and is received
by BankBoston AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 15,
1998, at the address set forth on the enclosed return envelope. Any notice of
change of instruction to BankBoston must specify your name, your social security
number, the number of Shares tendered, and the number of Shares to be withdrawn.
Upon receipt of a timely written notice of change of instruction to BankBoston,
previous instructions to tender with respect to such Shares will be deemed
cancelled. If you later wish to retender Shares, you may call BankBoston at
(800) 730-6001 to obtain a new Direction Form. Any new Direction Form must be
received by BankBoston AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON MONDAY,
JUNE 15, 1998.
SHARES NOT HELD UNDER THE STOCK PURCHASE PLAN
If you hold Shares directly, you will receive, under separate cover, tender
offer materials directly from the Company, which can be used to tender such
Shares directly to the Company. Those tender offer materials may not be used to
direct BankBoston to tender or not tender the Shares held in your individual
account under the Stock Purchase Plan. The direction to tender Shares held in
your individual account under the Stock Purchase Plan may only be made in
accordance with the procedures in this letter. If Shares are attributable to
your individual account under the Savings Plan or the PSSOP (each as defined in
the Offer to Purchase), you will receive, under separate cover, tender offer
materials from Fidelity Management Trust Company ("Fidelity"), which can be used
to direct Fidelity to tender such Shares to the Company.
FURTHER INFORMATION
If you require additional information concerning the terms and conditions
of the Offer, please call D.F. King & Co., Inc., the Information Agent, at (800)
290-6433. If you require additional information concerning the procedure to
tender Shares attributable to your individual account under the Stock Purchase
Plan, please contact BankBoston at (800) 730-6001.
Sincerely,
PRIMARK CORPORATION
3
<PAGE> 4
DIRECTION FORM
FOR PARTICIPANTS IN THE
PRIMARK CORPORATION 1992 EMPLOYEE STOCK PURCHASE PLAN
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED MATERIALS.
DIRECTION FORM
INSTRUCTIONS FOR TENDER OF SHARES OF PRIMARK CORPORATION
Please tender to Primark Corporation (the "Company"), on behalf of the
undersigned, the number of Shares indicated below held in the Primark
Corporation 1992 Employee Stock Purchase Plan (the "Stock Purchase Plan"), which
are beneficially owned by the undersigned and held by you under the Stock
Purchase Plan, upon terms and subject to the conditions contained in the Offer
to Purchase of the Company dated May 20, 1998, the receipt of which is
acknowledged.
Number of Shares to be tendered: _________________________________ Shares
4
<PAGE> 5
CHECK ONLY ONE BOX.
IF MORE THAN ONE BOX IS CHECKED, OR IF NO BOX IS CHECKED,
THERE IS NO PROPER TENDER OF SHARES.
- --------------------------------------------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY DUTCH AUCTION
[ ] The undersigned wants to maximize the chance of having Primark Corporation
purchase all the Shares the undersigned is tendering (subject to the
possibility of proration). Accordingly, by checking this ONE box INSTEAD OF
ONE OF THE PRICE BOXES BELOW, the undersigned hereby tenders Shares and is
willing to accept the Purchase Price resulting from the Dutch Auction tender
process. This action will result in receiving a price per Share of as low as
$34.00 or as high as $41.50.
---------------------------------------------
OR
---------------------------------------------
SHARES TENDERED AT PRICE DETERMINED BY SHAREHOLDER
By checking ONE of the boxes below INSTEAD OF THE BOX ABOVE, the undersigned
hereby tenders Shares at the price checked. This action could result in none of
the Shares being purchased if the Purchase Price for the Shares is less than the
price checked. A shareholder who desires to tender Shares at more than one price
must complete a separate Direction Form for each price at which Shares are
tendered. The same Shares cannot be tendered at more than one price.
PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
[ ] $34.00 [ ] $35.00 [ ] $36.00 [ ] $37.00 [ ] $38.00 [ ] $39.00 [ ] $40.00 [ ] $41.00
[ ] $34.125 [ ] $35.125 [ ] $36.125 [ ] $37.125 [ ] $38.125 [ ] $39.125 [ ] $40.125 [ ] $41.125
[ ] $34.25 [ ] $35.25 [ ] $36.25 [ ] $37.25 [ ] $38.25 [ ] $39.25 [ ] $40.25 [ ] $41.25
[ ] $34.375 [ ] $35.375 [ ] $36.375 [ ] $37.375 [ ] $38.375 [ ] $39.375 [ ] $40.375 [ ] $41.375
[ ] $34.50 [ ] $35.50 [ ] $36.50 [ ] $37.50 [ ] $38.50 [ ] $39.50 [ ] $40.50 [ ] $41.50
[ ] $34.625 [ ] $35.625 [ ] $36.625 [ ] $37.625 [ ] $38.625 [ ] $39.625 [ ] $40.625
[ ] $34.75 [ ] $35.75 [ ] $36.75 [ ] $37.75 [ ] $38.75 [ ] $39.75 [ ] $40.75
[ ] $34.875 [ ] $35.875 [ ] $36.875 [ ] $37.875 [ ] $38.875 [ ] $39.875 [ ] $40.875
</TABLE>
5
<PAGE> 6
ODD LOTS
[ ] By checking this box the undersigned represents that the undersigned
owned, beneficially or of record, as of the close of business on May
19, 1998, an aggregate of fewer than 100 Shares (excluding Shares
attributable to individual accounts under the Savings Plan and the
PSSOP, but including Shares attributable to individual accounts under
the Stock Purchase Plan) and is tendering all of such Shares.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE
TENDERING PARTICIPANT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED UNANIMOUSLY THE OFFER.
HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION
TO PARTICIPANTS AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES.
EACH PARTICIPANT MUST MAKE THE DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW
MANY SHARES AND AT WHAT PRICE OR PRICES SHARES SHOULD BE TENDERED.
Sign Here:
---------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE(S)
Names(s):
----------------------------------------------------------------------
- -------------------------------------------------------------------------------
(PLEASE PRINT NAME(S))
Address(es):
-------------------------------------------------------------------
- -------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Dated: , 1998
----------- -------------------------------------------------------
TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
IMPORTANT: THIS STOCK PURCHASE PLAN PARTICIPANT'S DIRECTION FORM (OR A MANUALLY
SIGNED FACSIMILE THEREOF) MUST BE RECEIVED BY BANKBOSTON AT OR BEFORE
5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 15, 1998. PARTICIPANTS
ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR ELECTION
FORM.
6
<PAGE> 1
EXHIBIT (a)(9)
IMMEDIATE ATTENTION REQUIRED
May 26, 1998
Re: TASC, Inc. Profit Sharing and Stock Ownership Plan
Dear PSSOP Participant:
Our records reflect that a portion of your individual account in the
TASC, Inc. Profit Sharing and Stock Ownership Plan (the "PSSOP") is invested in
the Fidelity Puritan Fund.
Enclosed are tender offer materials and a Direction Form that require
your immediate attention. These materials describe an offer to purchase shares
of common stock (including the associated common stock purchase rights) of
Primark Corporation at prices not greater than $41.50 nor less than $34.00 per
share. As described below, you have the right to instruct Fidelity Management
Trust Company ("Fidelity"), as Trustee of the PSSOP, concerning whether and on
what terms to tender shares attributable to your individual account under the
PSSOP.
YOU WILL NEED TO COMPLETE THE ENCLOSED DIRECTION FORM AND RETURN IT TO
FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY IN THE ENCLOSED RETURN
ENVELOPE SO THAT IT IS RECEIVED BY 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, JUNE 12, 1998, UNLESS EXTENDED. PLEASE COMPLETE AND RETURN THE DIRECTION
FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE TENDER OFFER DESCRIBED BELOW.
REGARDLESS OF YOUR PARTICIPATION IN THIS TENDER OFFER, YOUR ABILITY TO PERFORM
CERTAIN TRANSACTIONS WILL BE AFFECTED BY THE OFFER, AS DESCRIBED ON PAGE 7.
The remainder of this letter summarizes the transaction, your rights
under the PSSOP and the procedures for completing the Direction Form. You should
also review the more detailed explanation provided in the other materials
including the Offer to Purchase and the related Letter of Transmittal enclosed
with this letter.
<PAGE> 2
BACKGROUND
Primark Corporation (the "Company") has made a tender offer to purchase
up to 4,000,000 shares of its common stock, without par value (the "Shares")
(including the associated common stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of May 29, 1997 between the Company
and BankBoston, N.A., as the Rights Agent), at prices not greater than $41.50
nor less than $34.00 per Share. The enclosed Offer to Purchase, dated May 20,
1998 ("Offer to Purchase"), and the related Letter of Transmittal (which, as
amended from time to time, together constitute the "Offer") set forth the
objectives, terms and conditions of the Offer and are being provided to all of
the Company's shareholders.
A tender of Shares pursuant to the Offer will include a tender of the
associated Rights. No separate consideration will be paid for such Rights. For
a description of the Rights, see Section 7 of the Offer to Purchase. Unless the
context otherwise requires, all references to Shares shall include the
associated Rights.
The Company's Offer extends to the approximately 630,742 Shares
currently held by the PSSOP. Only Fidelity as Trustee of the PSSOP can tender
these Shares for sale. Nonetheless, as a PSSOP participant, you have the right
to direct Fidelity whether or not to tender some or all of the Shares
attributable to your individual account in the PSSOP. If you direct Fidelity to
tender any of the Shares attributable to your individual account, you must also
either specify the price or prices at which the Shares should be tendered or you
may elect to accept the per Share purchase price resulting from the Dutch
Auction tender process, which will result in receiving a price per Share as low
as $34.00 or as high as $41.50.
Please note that Fidelity is the holder of record of Shares
attributable to your individual account under the PSSOP. A tender of such Shares
can be made only by Fidelity as the holder of record. THE LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SHARES ATTRIBUTABLE TO YOUR INDIVIDUAL ACCOUNT UNDER THE PSSOP.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS
OR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER
OF SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING
THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
2
<PAGE> 3
Under the terms of the Trust Agreement, which governs Fidelity's roles
and responsibilities as the PSSOP trustee, unless otherwise required by law,
Fidelity will follow the timely, completed Direction Forms of participants with
respect to the Offer. Unless otherwise required by law, Fidelity will NOT tender
Shares attributable to the individual accounts of participants from whom
Fidelity has not received timely, completed Direction Forms.
The Employee Retirement Income Security Act of 1974, as amended,
prohibits the sale of Shares to the Company for less than adequate
consideration, which Fidelity will determine based on the closing market price
of the Shares on or about the date the Shares are tendered by Fidelity pursuant
to the Offer. Accordingly, depending on the closing market price of the Shares
on such date, Fidelity may be unable to tender Shares at certain directed
prices within the offered range. In such event, Fidelity will follow
participants' directions regarding the number of Shares to be tendered but will
increase the price at which such Shares are tendered to such closing market
price, which may result in such Shares not being purchased pursuant to the
Offer.
CONFIDENTIALITY
To assure the confidentiality of your decision, Fidelity and its
affiliates or agents will tabulate the Direction Forms. Neither Fidelity nor its
affiliates or agents will make the results of your individual direction
available to the Company.
HOW THE OFFER WORKS
The details of the Offer are described in the enclosed materials, which
you should review carefully. However, in broad outline, the transaction will
work as follows with respect to PSSOP participants.
- The Company has offered to purchase up to 4,000,000 of its
Shares at a single per Share price not greater than $41.50 nor
less than $34.00.
- If you want any of the Shares attributable to your individual
account under the PSSOP sold on the terms and subject to the
conditions of the Offer, you need to instruct Fidelity by
completing the enclosed Direction Form and returning it in the
enclosed return envelope.
- You need to either specify on the Direction Form the per Share
price (in multiples of $.125), which cannot be greater than
$41.50 nor less than $34.00, at which you wish to tender the
Shares attributable to your individual account under the PSSOP
or you may elect to accept the per Share purchase price
resulting from the Dutch Auction tender process, which will
result in receiving a price per Share as low as $34.00 or as
high as $41.50.
- The Offer, proration period and withdrawal rights will expire
at 12:00 Midnight, New York City time, on June 17, 1998,
unless the Com-
3
<PAGE> 4
pany extends the Offer. ACCORDINGLY, IN ORDER FOR FIDELITY TO
MAKE A TIMELY TENDER OFFER OF THE SHARES ATTRIBUTABLE TO YOUR
INDIVIDUAL ACCOUNT UNDER THE PSSOP, YOU MUST COMPLETE AND
RETURN THE ENCLOSED DIRECTION FORM IN THE RETURN ENVELOPE SO
THAT IT IS RECEIVED BY FIDELITY AT THE ADDRESS ON THE RETURN
ENVELOPE NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, JUNE 12, 1998, UNLESS EXTENDED.
- Please complete and return the Direction Form even if you
decide not to participate in the Offer. If Fidelity does not
receive a completed, signed original Direction Form from you
by such deadline, pursuant to the terms of the PSSOP and the
Trust Agreement relating to the PSSOP, Fidelity will NOT
tender any of your Shares unless it determines that such
PSSOP or Trust Agreement provision violates ERISA.
- After the deadline above for returning the Direction Form to
Fidelity Institutional Retirement Services Company, Fidelity
and its affiliates or agents will complete the tabulation of
all directions and Fidelity, as Trustee, will tender the
appropriate number of Shares. For purposes of this tabulation,
Fidelity will calculate the number of Shares attributable to
your individual account as of the close of business on June
9, 1998 (which number may be different from the number
indicated on the reverse side of the Direction Form, to the
right of your address).
- After the expiration date of the Offer, the Company will
determine the per Share purchase price (not greater than
$41.50 nor less than $34.00) (the "Purchase Price"), that
allows the Company to purchase 4,000,000 Shares (or such
lesser number of Shares as is validly tendered and not
withdrawn at prices not greater that $41.50 nor less than
$34.00 per Share). The Purchase Price will be paid for all
purchased Shares, even those Shares tendered at a lower price.
- Unless the Offer is terminated or amended in accordance with
its terms, the Company will then buy all of the Shares, up to
4,000,000, that were tendered at the Purchase Price or below.
If there is an excess of Shares tendered over the exact number
desired by the Company at the Purchase Price, Shares tendered
pursuant to the Offer
4
<PAGE> 5
may be subject to proration as set forth in Section 1 of the
Offer to Purchase. Participants who tender Shares at or below
the Purchase Price will receive the same per Share Purchase
Price for Shares accepted for purchase.
- If you direct the tender of any Shares attributable to your
individual account at a price in excess of the Purchase Price
as finally determined, those Shares will not be purchased,
and those Shares will remain allocated to your individual
account under the PSSOP.
PROCEDURE FOR DIRECTING TRUSTEE
A Direction Form for making your direction is enclosed. You must
complete, sign and return the enclosed original Direction Form in the return
envelope so that it is received at the address listed on the enclosed return
envelope not later than 12:00 Midnight, New York City time, on Friday, June 12,
1998, unless extended. PLEASE COMPLETE AND RETURN THE DIRECTION FORM EVEN IF YOU
DECIDE NOT TO PARTICIPATE IN THE OFFER. If your Direction Form is not received
by this deadline, or if it is not fully or properly completed, the Shares
attributable to your individual account under the PSSOP will not be tendered.
Please note that on the reverse side of the Direction Form the approximate
number of Shares attributable to your individual account as of May 19, 1998 is
indicated to the right of your address. As described above, the actual number of
Shares attributable to your individual account for purposes of the Offer may
vary from this amount.
To properly complete your Direction Form, you must do the following:
(1) On the face of the Direction Form, check Box 1 or 2. CHECK
ONLY ONE BOX:
- CHECK BOX 1 if you do not want the Shares attributable to your
individual account tendered for sale at any price and simply
want the PSSOP to continue holding such Shares.
- CHECK BOX 2 in all other cases and complete the table
immediately below Box 2. Specify the percentage of Shares
attributable to your individual account that you want to
tender at each price indicated.
5
<PAGE> 6
- You may direct the tender of Shares attributable to your
individual account at different prices. To do so, you must
state the percentage (in whole numbers) of Shares to be sold
at each indicated price by filling in the percentage of such
Shares on the line immediately before the price. Also, you may
elect to accept the per Share Purchase Price resulting from
the Dutch Auction tender process, which will result in
receiving a price per Share as low as $34.00 or as high as
$41.50. Leave a line blank if you want no Shares tendered at
that price. The total percentage of Shares attributable to
your individual account under the PSSOP may not exceed 100%,
but it may be less than 100%. If this amount is less than
100%, you will be deemed to have instructed Fidelity NOT to
tender the balance of the Shares attributable to your
individual account under the PSSOP.
(2) Date and sign the Direction Form in the space provided.
(3) Return the Direction Form in the enclosed return envelope so that
it is received by Management Information Services, an agent of Fidelity
Institutional Retirement Services Company, at the address on the return envelope
not later than 12:00 Midnight, New York City time, on Friday, June 12, 1998,
unless extended. Please complete and return the Direction Form even if you
decide not to participate in the Offer. NO FACSIMILE TRANSMITTALS OF THE
DIRECTION FORM WILL BE ACCEPTED.
Your direction will be deemed irrevocable unless withdrawn by 12:00
Midnight, New York City time, on Friday, June 12, 1998, unless extended. In
order to make an effective withdrawal, you must submit a new Direction Form
which may be obtained by calling Fidelity at 1 (800) 421-3844. Your new
Direction Form must include your name, address and Social Security number. Upon
receipt of a new, completed and signed Direction Form, your previous direction
will be deemed cancelled. You may direct the re-tendering of any Shares
attributable to your individual account by obtaining an additional Direction
Form from Fidelity and repeating the previous instructions for directing
tenders as set forth in this letter.
EFFECT OF TENDER ON YOUR ACCOUNT
For any Shares attributable to your individual account under the PSSOP
that are tendered and purchased by the Company, the Company will pay cash to the
PSSOP. In accordance with the Trust Agreement, Fidelity will invest the proceeds
6
<PAGE> 7
in the Fidelity Puritan Fund as soon as administratively possible and will
credit such investment to your individual account. You may call Fidelity at
l (800) 421-3844 after the reinvestment is complete to have the proceeds of the
sale of Shares which were invested in the Fidelity Puritan Fund invested in
other investment options offered under the PSSOP.
This Offer will not affect the investment of future contributions into
the Primark Stock Fund. However, as of 4:00 p.m., Eastern Time, on Friday, June
5, 1998, you will be NOT be able to make exchanges in or out of the Primark
Stock Fund until all tender offer processing has been completed. Additionally
as of 4:00 p.m., Eastern Time, on Friday, June 5, 1998, you will not be able to
make withdrawals from the Primark Stock Fund nor will full distributions be
processed nor will you be able to take a loan from the PSSOP until all tender
offer processing has been complete. Fidelity will complete processing as soon
as administratively possible.
INDIVIDUAL PARTICIPANTS IN THE PSSOP WILL NOT RECEIVE ANY PORTION OF
THE TENDER PROCEEDS DIRECTLY. ALL SUCH PROCEEDS WILL REMAIN IN THE PSSOP AND MAY
BE WITHDRAWN ONLY IN ACCORDANCE WITH THE TERMS OF THE PSSOP.
For federal income tax purposes, no gain or loss will be recognized by
participants in the PSSOP as a result of the tender or sale of Shares held in
the PSSOP. However, certain tax benefits that may otherwise be available in
connection with the future withdrawal or distribution of Shares from the PSSOP
may be adversely affected if PSSOP Shares are tendered and sold. Specifically,
under current federal income tax rules, if a participant receives certain kinds
of distributions of Shares in kind from certain contribution sources, the
excess of the fair market value of the Shares on the date of such withdrawal or
distribution over the cost to the PSSOP of those Shares is excluded from the
value of the withdrawal or distribution for purposes of determining the
participant's federal income tax liability with respect to the withdrawal or
distribution. Any excess in market value over the cost will be taxed to the
extent realized when the Shares are sold as long-term capital gain. If you
direct Fidelity to tender Shares attributable to your individual account in the
Offer, you may adversely affect your ability to take advantage of this tax
benefit. If you direct Fidelity not to tender any Shares attributable to your
individual account, the cost of Shares attributable to your individual account
will not be affected.
SHARES OUTSIDE THE PSSOP
7
<PAGE> 8
If you hold Shares directly, you will receive, under separate cover,
tender offer materials directly from the Company, which can be used to tender
such Shares directly to the Company. Those tender offer materials may not be
used to direct Fidelity to tender or not tender the Shares attributable to your
individual account under the PSSOP. The direction to tender or not tender Shares
attributable to your individual account under the PSSOP may only be made in
accordance with the procedures in this letter.
FURTHER INFORMATION
If you require additional information concerning the terms and
conditions of the Offer, please call D.F. King & Co., Inc., the Information
Agent, at 1 (800) 290-6433. If you require additional information concerning
the procedure to tender Shares attributable to your individual account under the
PSSOP, please contact Fidelity at 1 (800) 421-3844.
Sincerely,
FIDELITY MANAGEMENT
TRUST COMPANY
8
<PAGE> 9
QUESTIONS AND ANSWERS FOR PSSOP PARTICIPANTS ABOUT
THE PRIMARK CORPORATION TENDER OFFER
Q. WHY IS THE COMPANY OFFERING THIS TENDER OFFER TO PARTICIPANTS IN THE
PSSOP?
A. Under the terms of the PSSOP, you have the right to direct the
investment of the contributions allocated to your individual accounts.
Shares of Company common stock are held in an individual account for
you by Fidelity (along with the PSSOP's other investment funds). The
PSSOP provides that in the event of a tender offer, you may direct
Fidelity to tender the number of shares of Company common stock that
are attributable to your individual account.
Q. IF I DECIDE TO DIRECT FIDELITY TO TENDER THE SHARES THAT
ARE ATTRIBUTABLE TO MY INDIVIDUAL ACCOUNT, WILL I BE
ABLE TO RECEIVE THE PROCEEDS?
A. No. All proceeds from any PSSOP shares that are tendered and sold will
be automatically invested by Fidelity in the Fidelity Puritan Fund. The
proceeds will be part of your individual account and may not be
distributed except in accordance with the applicable terms of the
PSSOP.
Q. WILL I BE ABLE TO CHANGE THE INVESTMENT FUNDS IN WHICH
THE PROCEEDS OF PSSOP SHARES TENDERED ARE INVESTED?
A. Yes. Proceeds from the sale of Shares held by the PSSOP may be invested
in a different manner subject to the provisions of the PSSOP by
contacting Fidelity at 1 (800) 421-3844 after the reinvestment is
complete.
Q. IS THERE A FORM I HAVE TO RETURN?
A. Included in this mailing is a "Direction Form." Complete and return
this form even if you decide not to direct the tender of any Shares.
Q. WHAT IS THE DEADLINE FOR RETURNING THE DIRECTION
FORM?
A. The form must be received by Fidelity at the address on the return
envelope by 12:00 Midnight, on Friday, June 12, 1998, unless this
deadline is extended.
Q. WHAT IF I HAVE QUESTIONS?
A. Contact Fidelity at 1 (800) 421-3844 for information on the procedure
for tendering the Shares attributable to your individual account under
the PSSOP. Contact D.F. King & Co., Inc., the information agent for the
tender offer, at 1 (800) 290-6433 for questions on the terms and
conditions of the Offer.
<PAGE> 10
DIRECTION FORM
FOR PARTICIPANTS IN THE
TASC, INC. PROFIT SHARING AND STOCK OWNERSHIP PLAN
BEFORE COMPLETING THIS FORM, PLEASE READ CAREFULLY THE
ACCOMPANYING OFFER TO PURCHASE AND ALL OTHER ENCLOSED
MATERIALS.
INSTRUCTIONS
Carefully complete the detachable portion of this Direction Form below.
Then insert today's date and sign your name in the spaces provided. Enclose this
Direction Form in the included postage prepaid envelope and mail it promptly.
YOUR DIRECTION FORM MUST BE RECEIVED BY MANAGEMENT INFORMATION SERVICES, AS
AGENT OF FIDELITY INSTITUTIONAL RETIREMENT SERVICES COMPANY, AT THE ADDRESS ON
THE RETURN ENVELOPE NOT LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
FRIDAY, JUNE 12, 1998, UNLESS THE OFFER IS EXTENDED. PLEASE COMPLETE AND
RETURN THE DIRECTION FORM EVEN IF YOU DECIDE NOT TO PARTICIPATE IN THE OFFER.
Direction Forms that are not fully or properly completed, dated, and signed, or
that are received after the deadline, will be ignored, and the Shares allocated
to your individual account will not be tendered. Note that Fidelity also has the
right to ignore any direction that it determines cannot be implemented without
violating applicable law.
NONE OF FIDELITY, ITS AFFILIATES, THE COMPANY, ITS BOARD OF DIRECTORS
OR ANY OTHER PARTY MAKES ANY RECOMMENDATIONS AS TO WHETHER TO DIRECT THE TENDER
OF SHARES, THE PRICE AT WHICH TO TENDER, OR WHETHER TO REFRAIN FROM DIRECTING
THE TENDER OF SHARES. EACH PARTICIPANT MUST MAKE HIS OR HER OWN DECISION ON
THESE MATTERS.
As of Tuesday, May 19, 1998, the approximate number of Shares allocated
to your PSSOP individual account is shown to the right of your address.
(CHECK ONLY ONE BOX)
<PAGE> 11
/ / 1. Please refrain from tendering and continue to HOLD all Shares
allocated to my PSSOP individual account.
/ / 2. Please TENDER Shares allocated to my PSSOP individual account
in the percentage indicated below for each of the prices
provided. (The total of the percentages may NOT exceed 100%,
but it may be less than or equal to 100%.) If the total of the
percentages is less than 100%, Fidelity will NOT tender the
balance of the Shares allocated to my PSSOP individual
account. A blank space before a given price will be taken to
mean that no Shares allocated to my PSSOP individual account
are to be tendered at that price. FILL IN THE TABLE BELOW ONLY
IF YOU HAVE CHECKED BOX 2.
PRICE (IN DOLLARS) PER SHARE
AT WHICH SHARES ARE BEING TENDERED
___ Price to be Determined by the Dutch Auction tender process, which could
be as low as $34.00 or as high as $41.50.
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
__/ /$34.00 __/ /$35.00 __/ /$36.00 __/ /$37.00 __/ /$38.00 __/ /$39.00 __/ /$40.00 __/ /$41.00
__/ /$34.125 __/ /$35.125 __/ /$36.125 __/ /$37.125 __/ /$38.125 __/ /$39.125 __/ /$40.125 __/ /$41.125
__/ /$34.25 __/ /$35.25 __/ /$36.25 __/ /$37.25 __/ /$38.25 __/ /$39.25 __/ /$40.25 __/ /$41.25
__/ /$34.375 __/ /$35.375 __/ /$36.375 __/ /$37.375 __/ /$38.375 __/ /$39.375 __/ /$40.375 __/ /$41.375
__/ /$34.50 __/ /$35.50 __/ /$36.50 __/ /$37.50 __/ /$38.50 __/ /$39.50 __/ /$40.50 __/ /$41.50
__/ /$34.625 __/ /$35.625 __/ /$36.625 __/ /$37.625 __/ /$38.625 __/ /$39.625 __/ /$40.625
__/ /$34.75 __/ /$35.75 __/ /$36.75 __/ /$37.75 __/ /$38.75 __/ /$39.75 __/ /$40.75
__/ /$34.875 __/ /$35.875 __/ /$36.875 __/ /$37.875 __/ /$38.875 __/ /$39.875 __/ /$40.875
</TABLE>
The undersigned hereby directs Fidelity Management Trust Company, as Trustee of
the TASC, Inc. Profit Sharing and Stock Ownership Plan (the "PSSOP"), to tender
to Primark Corporation (the "Company"), in accordance with the Offer to
Purchase, dated May 20, 1998, a copy of which I have received and read, the
indicated percentage of shares of the Company's common stock, without par value
(the "Shares") (including the associated common stock purchase rights),
attributable to
<PAGE> 12
my PSSOP individual account, or to hold such Shares, in either case as provided
on the opposite side of this form.
---------------------------------
Signature
---------------------------------
Please print name
---------------------------------
Date
<PAGE> 1
EXHIBIT (a)(10)
[PRIMARK CORPORATION LOGO]
NEWS
RELEASE
CONTACT: JIM FLANAGAN, PRIMARK
(781) 487-2131
PRIMARK ANNOUNCES 4 MILLION SHARE DUTCH AUCTION
REPURCHASE
COMPANY TO REMAIN INDEPENDENT FOLLOWING STRATEGIC REVIEW
WALTHAM, MA, May 12, 1998 - Primark Corporation (NYSE/PSE: PMK) has now
completed its review of strategic alternatives, which was announced on December
8, 1997 at the time the company executed the contract to sell its major applied
information technology subsidiary TASC, Inc. After a thorough review of options
available to the company, the Board of Directors has concluded that, at this
time, Primark will continue to operate as an independent entity and repurchase
a significant number of its shares. Given the current performance and future
prospects of Primark, together with recent actions to concentrate the company's
business on financial, economic and market research information, the Board
believes this approach is superior to all alternatives available to the
company.
With the confidence Primark has in its future and the current trading range of
its stock, the company announces that it intends to repurchase 4 million shares
of common stock in a Dutch Auction self-tender offer. The company will
repurchase these shares at a price not less than $34 per share nor greater than
$41.50 per share. This repurchase will be financed by utilizing the full limit
of the company's revolving credit facilities allowed for share repurchase.
Primark's banks have just approved the company's request to increase this limit
from $100 million to $150 million. The tender offer material is expected to be
distributed to shareholders within ten days. Depending upon the availability of
additional financing and market conditions, the company will also consider
whether to purchase a greater number of shares in this Dutch Auction.
<PAGE> 2
Primark will remain focused on supplying superior information content, analyses
and software to financial, corporate and government customers. The company will
continue to grow through internal product development and acquisitions.
Significantly, as a result of the sale of TASC, the company has the unique
opportunity to restructure itself into a true operating company, integrating
its operations to improve the products and services supplied to its customers
and to increase margins. Although plans are not completed, these anticipated
measures are expected to require a restructuring charge currently estimated at
approximately $100 million, which largely represents non-cash items. This
charge will be taken in the second quarter of 1998.
"Of all the options available to Primark, remaining independent creates the
best value for our shareholders," said Joseph E. Kasputys, Primark's chairman
and chief executive officer. "We are excited at the potential of changing
Primark from a 'holding company' to an 'operating company' and delivering
integrated products and services to our customers. With the momentum in our
business and the bright outlook in our marketplace, we are now totally focused
on executing Primark's growth plan," he said.
"Global investing, the need for cross-border financial market information,
structural changes such as the Euro and privatization of pension and retirement
plans around the world are positive factors driving Primark's future
opportunities," said Kasputys. "Our dozen business units provide us with the
unique global content and distribution capability to serve these emerging
needs. In fact, as evident in today's announcement of Primark's first quarter
results, a number of our business units are achieving high rates of growth as a
result of these trends," Kasputys concluded.
Primark Corporation (www.primark.com), headquartered in Waltham, Massachusetts,
is a $400 million global information services company that collects, integrates
and delivers financial, economic and market research information. Primark, with
customers in 61 countries and 80 offices in 21 countries, serves financial,
corporate and government decision-makers worldwide.
# # #
<PAGE> 1
EXHIBIT (a)(11)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is made solely by the Offer to Purchase
and the related Letter of Transmittal. The Offer is not being made to,
nor will the Company accept tenders from, holders of Shares in any
jurisdiction in which the Offer or its acceptance would violate
that jurisdiction's laws. The Company is not aware of any
jurisdiction in which the making of the Offer or the
tender of Shares would not be in compliance with the
laws of such jurisdiction. In jurisdictions whose
laws require that the Offer be made by a licensed
broker or dealer, the Offer shall be deemed to
be made on the Company's behalf by BT Alex.
Brown Incorporated, or by one or more
registered brokers or dealers licensed
under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
by
Primark Corporation
Up to 4,000,000 Shares of Its Common Stock
(Including the Associated Common Stock Purchase Rights)
at a Purchase Price Not Greater Than $41.50
Nor Less Than $34.00
Primark Corporation, a Michigan corporation (the "Company"), invites
its shareholders to tender up to 4,000,000 shares of its common stock, without
par value (the "Shares") (including the associated common stock purchase rights
(the "Rights") issued pursuant to the Rights Agreement, dated as of May 29, 1997
between the Company and BankBoston, N.A., as the Rights Agent), to the Company
at prices not greater than $41.50 nor less than $34.00 per Share in cash,
specified by tendering shareholders, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 20, 1998 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer"). Unless the context otherwise
requires, all references to Shares shall include the associated Rights.
THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, JUNE 17, 1998,
UNLESS THE OFFER IS EXTENDED.
The Offer is not conditioned on any minimum number of Shares being
tendered. The Offer is, however, subject to certain other conditions set forth
in the Offer to Purchase including obtaining a bank waiver under the Company's
Credit Agreement if the cost of the Offer exceeds $150 million.
<PAGE> 2
The Board of Directors of the Company has unanimously approved the
making of the Offer. However, shareholders must make their own decisions whether
to tender Shares and, if so, how many Shares to tender and the price or prices
at which Shares should be tendered. Neither the Company nor its Board of
Directors makes any recommendation to any shareholder as to whether to tender or
refrain from tendering Shares. The Company has been advised that none of its
directors or executive officers intends to tender any Shares pursuant to the
Offer.
The Company will, upon the terms and subject to the conditions of
the Offer, determine a single per Share price (not greater than $41.50 nor less
than $34.00 per Share), net to the seller in cash (the "Purchase Price"), that
it will pay for Shares validly tendered and not withdrawn pursuant to the Offer,
taking into account the number of Shares so tendered and the prices specified by
tendering shareholders. The Company will select the lowest Purchase Price that
will allow it to buy 4,000,000 Shares (or such lesser number of Shares as are
validly tendered at prices not greater than $41.50 nor less than $34.00 per
Share) validly tendered and not withdrawn pursuant to the Offer. The Company
will pay the Purchase Price for all Shares validly tendered prior to the
Expiration Date (as defined below) at prices at or below the Purchase Price and
not withdrawn, upon the terms and subject to the conditions of the Offer
including the proration terms described below. The term "Expiration Date" means
12:00 Midnight, New York City time, on Wednesday, June 17, 1998, unless and
until the Company in its sole discretion shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date" shall
refer to the latest time and date at which the Offer, as so extended by the
Company, shall expire. The Company reserves the right, in its sole discretion,
to purchase more than 4,000,000 Shares pursuant to the Offer. For purposes of
the Offer, the Company will be deemed to have accepted for payment (and
therefore purchased), subject to proration, Shares that are validly tendered at
or below the Purchase Price and not withdrawn when, as and if it gives oral or
written notice to BankBoston, N.A. (the "Depositary"), of its acceptance of such
Shares for payment pursuant to the Offer. In all cases, payment for Shares
tendered and accepted for payment pursuant to the Offer will be made promptly
(subject to possible delay in the event of proration) but only after timely
receipt by the Depositary of certificates for such Shares (or a timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), or an Agent's Message (as defined in the
Offer to Purchase), and any other required documents.
<PAGE> 3
Upon the terms and subject to the conditions of the Offer, in the
event that more than 4,000,000 Shares (or such greater number of Shares as the
Company may elect to purchase pursuant to the Offer) are validly tendered at or
below the Purchase Price and not withdrawn, the Company will purchase such
validly tendered Shares in the following order of priority: (i) all Shares
validly tendered at or below the Purchase Price and not withdrawn prior to the
Expiration Date by any Odd Lot Owner (as defined in the Offer to Purchase) who
tenders all such Shares (excluding Shares attributable to individual accounts
under the Savings Plan and the PSSOP (each as defined in the Offer to
Purchase), but including Shares attributable to individual accounts under the
Stock Purchase Plan (as defined in the Offer to Purchase)) beneficially owned by
such Odd Lot Owner at or below the Purchase Price (partial tenders will not
qualify for this preference) and who completes the box captioned "Odd Lots" on
the Letter of Transmittal and, if applicable, on the Notice of Guaranteed
Delivery, and (ii) after purchase of all of the foregoing Shares, all other
Shares validly tendered at or below the Purchase Price prior to the Expiration
Date on a pro rata basis.
The Company believes that the purchase of its Shares at this time
will benefit the Company and its remaining shareholders. The Offer will provide
shareholders who are considering a sale of all or a portion of their Shares the
opportunity to determine the price or prices (not greater than $41.50 nor less
than $34.00 per Share) at which they are willing to sell their Shares and, in
the event the Company accepts such Shares, to sell those Shares for cash to the
Company without the usual costs associated with a market sale. The Offer will
also allow qualifying shareholders owning beneficially fewer than 100 Shares to
avoid both the payment of brokerage commissions and any odd lot discount payable
on a sale of Shares in a transaction effected on a securities exchange.
The Company expressly reserves the right, at any time or from time
to time, in its sole discretion, to extend the period of time during which the
Offer is open by giving notice of such extension to the Depositary and making a
public announcement thereof. Subject to certain conditions set forth in the
Offer to Purchase, the Company also expressly reserves the right to terminate
the Offer and not accept for payment any Shares not theretofore accepted for
payment.
Shares tendered pursuant to the Offer may be withdrawn at any time
before the Expiration Date and, unless accepted for payment by the Company as
provided in the Offer to Purchase, may also be withdrawn after 12:00 Midnight,
New York City time, on Thursday, July 16, 1998. For a withdrawal to be
effective, the Depositary must receive a notice of withdrawal in written,
telegraphic or facsimile transmission form in a timely manner. Such notice of
withdrawal must specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares
<PAGE> 4
tendered, the number of Shares to be withdrawn and the name of the registered
holder, if different from that of the person who tendered such Shares. If the
certificates have been delivered or otherwise identified to the Depositary,
then, prior to the release of such certificates, the tendering shareholder must
also submit the serial numbers shown on the particular certificates evidencing
the Shares and the signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (as defined in the Offer to Purchase) (except in the
case of Shares tendered by an Eligible Institution). If Shares have been
tendered pursuant to the procedure for book-entry transfer, the notice of
withdrawal must specify the name and the number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Shares and otherwise comply
with the procedures of such facility.
The Offer to Purchase and the Letter of Transmittal contain
important information which should be read carefully before shareholders decide
whether to accept or reject the Offer and, if accepted, at what price or prices
to tender their Shares. These materials are being mailed to record holders of
Shares and are being furnished to brokers, banks and similar persons whose
names, or the names of whose nominees, appear on the Company's shareholder list
(or, if applicable, who are listed as participants in a clearing agency's
security position listing) for transmittal to beneficial holders of Shares.
The information required to be disclosed by Rule 13e-4(d)(1) under
the Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated by reference herein.
Additional copies of the Offer to Purchase and the Letter of
Transmittal may be obtained from the Information Agent and will be furnished at
the Company's expense. Questions and requests for assistance may be directed to
the Information Agent or the Dealer Manager as set forth below:
The Information Agent for the Offer is
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll Free: (800) 290-6433
<PAGE> 5
The Dealer Manager for the Offer is:
BT Alex. Brown Incorporated
One South Street
Baltimore, Maryland 21202
(800) 638-2596
May 20, 1998
<PAGE> 1
EXHIBIT (a)(12)
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.
- ---------------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE
IDENTIFICATION
NUMBER OF --
- ---------------------------------------------------------
1. An individual's account. The individual
2. Two or more individuals The actual owner of
(joint account) the account or, if
combined funds, any
one of the
individuals(1)
3. Husband and wife (joint The actual owner of
account) the account or, if
joint funds, either
person(1)
4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)
6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person
7. a The usual revocable The grantor-
savings trust account trustee(1)
(grantor is also trustee)
b So-called trust account The actual owner(1)
that is not a legal or
valid trust under State
law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do
pension trust not furnish the
identifying number of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.)(5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization
account
12. Partnership account held in The partnership
the name of the business
13. Association, club, or other The organization
tax-exempt organization
14. A broker or registered The broker or nominee
nominee
15. Account with the Department The public entity
of Agriculture in the name
of a public entity (such as
a State or local government,
school district, or prison)
that receives agricultural
program payments
- ---------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension trust.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE> 2
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of 1940.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt interest dividends under
section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes. Payers must be given the numbers whether or not
recipients are required to file a tax return. Payers must generally withhold 31%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS. -- If you fail to
include any portion of an includible payment for interest, dividends, or
patronage dividends in gross income, such failure will be treated as being due
to negligence and will be subject to a penalty of 20% on any portion of an
underpayment attributable to that failure unless there is clear and convincing
evidence to the contrary.
(3) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(4) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE
<PAGE> 1
EXHIBIT (a)(13)
[PRIMARK CORPORATION LOGO]
NEWS
RELEASE
CONTACT: JIM FLANAGAN, PRIMARK
(781) 487-2131
PRIMARK COMMENCES 4 MILLION SHARE DUTCH AUCTION REPURCHASE
WALTHAM, MA, May 20, 1998 - Primark Corporation (NYSE/PSE: PMK) today commenced
its previously announced "Dutch Auction" self-tender offer to purchase up to
4.0 million shares of its common stock at a price to be determined by Primark
between $34 and $ 41.50 per share. The tender offer is subject to terms and
conditions set forth in the Offer to Purchase, dated May 20, 1998, and the
related Letter of Transmittal, which constitute the offer.
The offer is not conditioned upon any minimum number of shares being tendered.
The offer, proration and withdrawal rights will expire at 12:00 midnight, New
York City Time, on Wednesday June 17, 1998, unless the offer is extended.
Neither Primark nor its board of directors makes and recommendation to any
shareholder as to whether to tender or refrain from tendering shares pursuant
to the offer. The company has been advised that none of its executive officers
or directors intends to tender any shares pursuant to the offer.
Primark Corporation (www.primark.com), headquartered in Waltham, Massachusetts,
is a $400 million global information services company that collects, integrates
and delivers financial, economic and market research information. Primark, with
customers in 61 countries and 80 offices in 21 countries, serves financial,
corporate and government decision-makers worldwide.
