<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: MARCH 3, 1999
DATE OF EARLIEST EVENT REPORTED: FEBRUARY 22, 1999
PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)
1-8260
(Commission File Number)
MICHIGAN 38-2383282
(State or other jurisdiction of (I.R.S. Employer Identification)
incorporation or organization)
1000 WINTER STREET, SUITE 4300N, WALTHAM, MA 02451
(Address of principal executive offices) (Zip Code)
781-466-6611
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
================================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On February 22, 1999 the Company announced it had acquired the Company
Fundamental Data business and the Extel brand name ("Extel") from The Financial
Times Group, part of Pearson plc, for approximately $32 million in cash, subject
to certain post closing adjustments. Extel is a widely recognized brand name in
the European and Asian markets and provides tearsheets for rapid corporate
analysis, provides historical company accounts, image-based data, textual
corporate profiles and company news to the investment industry worldwide.
This agreement to acquire Extel includes reciprocal data supply agreements with
Financial Times Information Limited. Under the terms of these agreements, the FT
Group will continue to update Extel databases with latest share price
information on a daily closing basis.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The Company is currently investigating whether Extel represents a
significant subsidiary.
(c) Exhibits:
Exhibit
Number Description of Document
- ------ -----------------------
99-1 Press Release dated February 22, 1999
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
PRIMARK CORPORATION
Date: March 3, 1999 By: /s/ STEPHEN H. CURRAN
-----------------------------
Stephen H. Curran
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE> 1
Exhibit 99.1
PRIMARK ACQUIRES EXTEL COMPANY FUNDAMENTAL DATA BUSINESS
ACQUISITION STRENGTHENS PRIMARK'S LEADERSHIP IN GLOBAL EQUITIES INFORMATION
WALTHAM, MA, February 22, 1999 - Primark Corporation (NYSE/PSE: PMK) announced
today it has acquired the Company Fundamental Data business and the Extel brand
name from The Financial Times Group, part of Pearson plc, for approximately $32
million in cash, subject to certain post closing adjustments. Extel, perhaps
best known for its "Extel Card" company tearsheets for rapid corporate analysis,
provides historical company accounts, image-based data, textual corporate
profiles and company news to the investment industry worldwide. Included in the
transaction is a one-year agreement with Pearson for transitional services. The
acquired business had revenues of approximately $18 million in 1998.
"Through our Datastream, Disclosure, TOPIC, Worldscope, I/B/E/S and other
products, Primark today is a key player in global financial content and
analytics," said Joseph E. Kasputys, Primark's chairman and chief executive
officer. "Adding the premier Extel company databases will make us even stronger.
We intend to leverage Extel information across the full range of Primark's
product lines to enhance our services going forward. This will be done both by
integrating Extel corporate and historical news content with our current
products and through adding value to Extel products with our own data and
functionality. Extel's strength in European and Asia-Pacific data complements
the deep North American coverage of our Disclosure brand. Combining the Extel,
Disclosure and Worldscope databases will provide a level of global company
coverage unmatched in the marketplace," Kasputys added.
Primark will also incorporate elements of Extel data into its existing and
planned real-time information services. These services are being strengthened
through the acquisition of Chicago-based real-time provider A-T Financial
Information announced earlier this month. Extel data will be included on
real-time products such as TOPIC as part of Primark's drive to become the
world's leading supplier of equity data.
The agreement to acquire the Extel Company database includes reciprocal data
supply agreements with Pearson's Financial Times (FT) Group. Under the terms of
these agreements, the FT Group will continue to update Extel databases with
latest share price information on a daily closing basis. Primark, already a
supplier of information to the Financial Times, will expand its existing
commercial relationship by providing both Extel and other Primark data to the FT
Group, including its flagship Internet site (www.ft.com).
<PAGE> 2
"We see Extel as a remarkable asset that Primark is uniquely able to leverage,"
continued Kasputys. "With Primark's worldwide distribution channels, we can give
Extel data a massively increased audience. Importantly, we have a comprehensive
customer and technical support structure in place around the world, which can
address the needs of Extel customers very effectively. At the same time, there
are clear opportunities to utilize the joint capabilities of the Extel and
Primark data collection facilities to produce even higher quality data at lower
costs. In addition, the Extel data operation in Manila will strengthen our
ability to collect and process data from Asia and elsewhere," concluded
Kasputys.
Over the next twelve months, the Extel acquisition is expected to be accretive
to after-tax cash flow per share by $0.03 and dilutive to earnings per share by
approximately $0.08. Once integration is completed, scheduled for the end of
1999, the acquisition will be accretive to earnings per share.
Primark Corporation (www.primark.com), headquartered in Waltham, Massachusetts,
is a $450 million global information services company that collects, integrates
and delivers financial, economic and market research information. Primark serves
financial, corporate and government decision-makers in 61 countries through 80
offices in 21 countries.
This press release includes statements which may constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Although Primark believes the expectations
contained in such forward looking statements are reasonable, it can give no
assurance that such expectations will prove correct. This information may
involve risks and uncertainties that could cause the actual results of Primark
to differ materially from the forward-looking statements. Factors which could
cause or contribute to such differences include, but are not limited to (i) the
risks associated with operating on a global basis, including fluctuations in the
value of foreign currencies relative to the U.S. dollar, and the ability to
successfully hedge such risks, (ii) the extent to which Primark seeks growth
through acquisitions, and the ability to identify and consummate acquisitions on
satisfactory terms, (iii) uncertainty regarding the development and market
acceptance of new products (iv) loss of market share through competition, (v)
deterioration in economic conditions, particularly in the financial services
industry, and (vi) Primark's inability to complete the implementation of its
Year 2000 plans on a timely basis.
###
