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As filed with the Securities and Exchange Commission on July 14, 2000
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PRIMARK CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan
(State or Other Jurisdiction of Incorporation or Organization)
38-2383282
(I.R.S. Employer Identification No.)
1000 WINTER STREET
SUITE 4300N
WALTHAM, MASSACHUSETTS 02451-1241
(781) 466-6611
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
MICHAEL R. KARGULA, ESQ.
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300N
WALTHAM, MASSACHUSETTS 02451-1241
(781) 466-6611
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
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If the only Securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ( )
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. (X)
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ( )
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. ( )
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT MAXIMUM AGGREGATE
BE REGISTERED TO BE OFFERING PRICE OFFERING AMOUNT OF
REGISTERED PER SHARE (1) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common stock, without par value 230,770 $37.3125 $8,610,606 $2,274
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) of the Securities Act
of 1933, based on the average of the high and low prices for the common
stock on July 13, 2000, as reported on the New York Stock Exchange.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING SHAREHOLDER MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING SHAREHOLDER
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JULY 14, 2000
PROSPECTUS
230,770 SHARES
[PRIMARK LOGO]
COMMON STOCK
The shareholder of Primark Corporation listed under the heading
"Selling Shareholder" may offer from time to time up to 230,770 shares of our
common stock under this prospectus. We will not receive any of the proceeds from
the sale of such shares.
Our common stock is listed on the New York Stock Exchange and Pacific
Exchange under the symbol "PMK." On July 13, 2000, the closing price of our
common stock on the NYSE was $37.375 per share.
Our principal executive offices are located at 1000 Winter Street,
Suite 4300N, Waltham, Massachusetts 02451-1241. Our telephone number at such
location is (781) 466-6611.
AN INVESTMENT IN OUR COMMON STOCK INVOLVES RISKS. SEE THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 1 OF THIS PROSPECTUS.
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These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission nor has
the Securities and Exchange Commission or any state securities commission passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
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The date of this prospectus is July 14, 2000.
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TABLE OF CONTENTS
PAGE
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The Company................................................................ 1
Risk Factors............................................................... 1
Use of Proceeds............................................................ 5
Selling Shareholder........................................................ 5
Plan of Distribution....................................................... 6
Legal Matters.............................................................. 7
Experts.................................................................... 8
Where You Can Find More Information........................................ 8
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THE COMPANY
Primark is a leading global information service provider of
comprehensive financial and economic information to investment, legal,
accounting, banking, corporate and government customers. We develop and market
"value-added" database and information products that cover established and
emerging markets worldwide. Our proprietary analytical software applications
provide for the analysis and presentation of financial and economic information.
Primark entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 5, 2000, with The Thomson Corporation ("Thomson")
and Marquee Acquisition Corporation ("Purchaser"), an indirect wholly owned
subsidiary of Thomson. Pursuant to the Merger Agreement, on June 14, 2000,
Purchaser commenced a cash tender offer (the "Tender Offer") for all of the
shares of Primark common stock for $38.00 per share. The Tender Offer is subject
to the conditions set forth in the Schedule TO filed by Thomson and Purchaser on
June 14, 2000. The Merger Agreement provides that, as promptly as practicable
after consummation of the Tender Offer and the satisfaction or waiver of the
conditions set forth in the Merger Agreement, Purchaser will be merged with and
into Primark (the "Merger"), resulting in Primark becoming an indirect wholly
owned subsidiary of Thomson. At the effective time of the Merger, each share of
Primark common stock issued and outstanding (other than treasury shares, shares
owned by Thomson or Purchaser and shares held by holders that perfect their
dissenters' rights, if any, under Michigan law) will be converted automatically
into the right to receive $38.00 in cash, or any higher price per share that may
be paid in the Tender Offer.
RISK FACTORS
There can be no assurance given that the Tender Offer and the Merger
will be consummated. In the event that the Tender Offer and the Merger are not
consummated, an investment in Primark involves significant risks. You should
consider carefully all of the information in this prospectus, including the
following risk factors and warnings, before deciding whether to invest in our
common stock.
TECHNOLOGICAL CHANGE MAY HARM OUR BUSINESS.
We operate principally in the information services industry, which
changes rapidly and is characterized by the continuous development of new
standards and technology. Our ability to apply new technology to, and to develop
new applications for, our information services businesses will be a significant
factor in our ability to grow and remain competitive. Changes in the industry,
such as enhancements to computer systems may make collection of data easier and
lower barriers to entry into the information services industry.
Our future success will depend significantly on our ability to continue
to develop and deliver technologically advanced products and services. The cost
of developing such products and services could adversely affect our future
results of operations. In addition, we cannot
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guarantee that we will be able to respond promptly to technological changes or
that our services will remain competitive with our competitors' new service
offerings.
WE MAY SUFFER ADVERSE EFFECTS FROM COMPETITION WITH OTHER FINANCIAL INFORMATION
OR DATABASE PROVIDERS.
The information services industry is highly competitive and is expected
to continue to be so in the future. In addition, the industry is characterized
by rapid technological change and entry into the field by large and
well-capitalized companies and smaller competitors. We compete, or may compete,
with large, well-established information providers as well as many of the
database providers from whom we obtain data for inclusion in our systems. Some
of our competitors offer databases and applications similar to those offered by
us and also have substantially larger customer bases, greater name recognition
and greater financial, technical and marketing resources than we do.
Technological advances or the introduction of new products and services
in the information services industry could harm us. For example, the release of
the EDGAR database by the SEC in late 1995:
- reduced demand for Disclosure/Worldscope's paper based services,
- allowed new competitors to enter the market at lower prices, and
- resulted in a 6.2% decline in year over year annualized
revenues for Disclosure/Worldscope as of May 31, 2000.
However, within this decline was a 16.5% period to period
growth in Disclosure/Worldscope's electronic business.
We cannot guarantee that we will be able to compete successfully or
that competitive pressures will not harm us.
BECAUSE OUR INTERNATIONAL OPERATIONS ARE SIGNIFICANT, WE ARE VULNERABLE TO
FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES, WHICH COULD ADVERSELY AFFECT
US.
We have substantial international operations, which create special
risks. The primary risk is that unfavorable foreign exchange rate changes will
cause us to lose money. We earn and spend most of our money in foreign
currencies, which makes us vulnerable to currency exchange rate changes. We try
to reduce this risk by engaging in currency hedging transactions. However, we
cannot guarantee that we will be able to continue to engage in such hedging
activities on commercially satisfactory terms, if at all.
We are also subject to the customary risks associated with
international business, including:
- political risks,
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- local laws and taxes,
- the potential imposition of trade or currency exchange
restrictions,
- tariff increases,
- difficulties or delays in collecting accounts receivable, and
- weak foreign economies.
In 1999, international revenues and operating income, excluding
restructuring charges, represented approximately 55% and 85% of total
consolidated revenues and operating income, respectively.
FUTURE ACQUISITIONS MAY NOT PROVIDE THE DESIRED ECONOMIC BENEFITS.
We have acquired several companies recently, and may acquire others in
the future. Acquisitions create the following risks:
- they may harm our operating results,
- we may not successfully integrate the new company into our
existing businesses,
- they may divert senior management's attention away from
day-to-day affairs,
- there may also be unanticipated problems or liabilities, and
- we cannot guarantee that we will identify, finance and complete
future acquisitions on acceptable terms.
THE LOSS OF KEY MANAGEMENT PERSONNEL COULD ADVERSELY AFFECT OUR OPERATIONS.
Our success depends to a significant extent upon our senior management
and key employees and our ability to attract and retain key management,
marketing, finance and technical personnel. The market for experienced
management and highly skilled personnel is very competitive. If we lose the
services of key management personnel or cannot attract and retain skilled
technical personnel, we could suffer.
A DOWNTURN IN THE FINANCIAL SERVICES INDUSTRY COULD DECREASE OUR REVENUES
AND PROFITS.
Most of our business serves institutions and professionals in the
financial services industry although we have corporate and governmental
customers. A downturn in the financial services industry could reduce the demand
for our products and, consequently, our revenues and profits.
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In addition, financial institutions are continuing to consolidate. This
consolidation increases the leverage of our customers to negotiate price and
decreases the overall potential market for some of our services. These factors,
as well as other changes occurring in the U.S. and international financial
services industry, could weaken our financial position and results of
operations.
OUR FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE.
This prospectus contains "forward-looking statements." These
forward-looking statements, such as:
- our plans and strategies,
- our anticipation of revenues from designated markets,
- statements regarding the development of our businesses,
- the markets for our services and products,
- our anticipated capital expenditures, and
- other statements contained in this prospectus regarding matters
that are not historical facts,
are only predictions and estimates regarding future events and circumstances.
Actual events or results may differ materially from expected events or results
as a result of the risks we face. Such risks include the risks described in this
section. You are cautioned not to place undue reliance on our forward-looking
statements, which speak only as of their dates. We do not intend to update
publicly or revise any forward-looking statements.
WE MAY INCUR SUBSTANTIALLY MORE DEBT, WHICH COULD HAVE IMPORTANT CONSEQUENCES
FOR OUR SHAREHOLDERS.
We may use our credit facility or incur additional indebtedness in the
future in connection with, for example, acquisitions, the repurchase of our
common stock, general corporate purposes and capital expenditures. If we incur
substantial indebtedness in the future, it could have important consequences for
our shareholders including the following:
- our ability to obtain any necessary financing in the future may
be limited;
- our level of indebtedness could limit our flexibility in planning
for, or reacting to, changes in our business;
- we could be more highly leveraged than some of our competitors,
which may place us at a competitive disadvantage;
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- our degree of indebtedness could make us more vulnerable to a
downturn in our business or the economy generally;
- the debt service requirements of any additional indebtedness
could make it more difficult for us to make payments on
currently outstanding indebtedness; and
- a substantial portion of our cash flow from operations could
be dedicated to the repayment of our indebtedness and would
not be available for other purposes.
USE OF PROCEEDS
All net proceeds from the sale of the shares of our common stock
offered hereby will go to the selling shareholder. Accordingly, we will not
receive any of the proceeds from the sales of such shares.
SELLING SHAREHOLDER
We are registering all of the 230,770 shares of common stock covered by
this prospectus on behalf of the selling shareholder, Fletcher International
Limited, the designee of MicroStrategy Incorporated ("MSI"). In January 2000, as
subsequently amended as of June 30, 2000, we entered into a sales order form
with MSI for the licensing of certain software products for a potential total
consideration of $10.0 million payable in cash, our common stock or a
combination of both, as determined by us. We have been advised that MSI assigned
the Primark common stock and MSI's rights under a related registration rights
agreement to the selling shareholder. On January 25, 2000, we issued 230,770
shares of common stock to the selling shareholder in satisfaction of $6.0
million due under the sales order form. The 230,770 shares were issued at a per
share price of $26.00, which was the closing price per share on the New York
Stock Exchange (the "NYSE") on the trading day immediately preceding the date of
issuance. Under the terms of the registration rights agreement, if the price per
share at which the common stock was issued to the selling shareholder exceeds
the average closing price per share of the common stock on the NYSE for the five
trading days immediately preceding the effective date of the registration
statement of which this prospectus forms a part, then the selling shareholder is
entitled to receive an amount equal to that excess per share multiplied by the
number of shares issued. This "true-up" amount may be paid in cash or our common
stock, as determined by us.
We have not had a material relationship with the selling shareholder or
MSI in the past three years other than entering into the arrangements discussed
above and issuing stock to the selling shareholder pursuant to those
arrangements. As of July 14, 2000, the aggregate number of shares of common
stock beneficially owned by the selling shareholder is 230,770. The aggregate
number of shares of common stock being offered pursuant to this prospectus is
230,770. Because the selling shareholder may sell, from time to time, all or
some of the common
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stock offered hereby, no estimate can be made of the aggregate amount of
common stock that will be owned by the selling shareholder upon completion of
the offering to which this prospectus relates.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
selling shareholder of up to 230,770 shares of our common stock. We will not
receive any of the proceeds of this offering.
The selling shareholder has informed us that it may sell the shares of
common stock being offered hereby in one or more transactions effected from time
to time on the NYSE or the Pacific Exchange, in special offerings, in the
over-the-counter market, in negotiated transactions or through a combination of
such methods of sale, in each case at market prices prevailing at the time of
sale, at prices relating to such prevailing market prices or at negotiated
prices. The shares of common stock may be sold by one or more of the following
methods:
- a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the
transaction;
- purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus;
- an exchange distribution and/or a secondary distribution in
accordance with the rules of the NYSE or the Pacific Exchange,
as applicable; and
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the selling shareholder may
arrange for other brokers or dealers to participate.
Some or all of the shares offered hereunder also may be sold to or
through an underwriter or underwriters. Any shares sold in that manner will be
acquired by the underwriters for their own accounts and may be resold from time
to time in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of sale.
Such shares may be offered to the public through underwriting syndicates
represented by one or more managing underwriters or may be offered to the public
directly by one or more underwriters. Any public offering price and any
discounts or concessions allowed or disallowed or paid to dealers may be changed
from time to time.
The selling shareholder has indicated that if any of the common stock
offered hereby is sold through underwriters, brokers or dealers, then the
selling shareholder may pay customary
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brokerage commissions and charges or an underwriting discount or concession.
The selling shareholder and any underwriters, brokers or dealers or
other persons who participate with them in the distribution of the shares
offered hereby may be deemed to be "underwriters" within the meaning of the
Securities Act. Any commissions and discounts received by such persons, or any
profit on the resale of the stock by such persons, may be deemed to be
underwriting discounts and commissions under the Securities Act. Neither the
delivery of the prospectus, or any prospectus supplement, nor any other action
taken by Primark, the selling shareholder or any purchaser in connection with
the purchase or sale of shares offered hereby shall be deemed or treated as an
admission that any of them is an underwriter within the meaning of the
Securities Act in connection with the sales of any shares.
The selling shareholder has agreed to indemnify and hold harmless
Primark, our officers and directors, and any other person who controls Primark
within the meaning of the Securities Act and any officers of such other person
with respect to any untrue statement or alleged untrue statement in, or omission
or alleged omissions from, this prospectus or the registration statement of
which it is a part, including amendments and supplements, if the statement or
omission was made in reliance upon and in conformity with information furnished
to Primark by the selling shareholder for use in the preparation of this
prospectus or registration statement.
We will pay all expenses incidental to the registration of the common
stock, but will not pay selling or other expenses incurred in the offering,
including the discounts and commissions of broker-dealers.
The shares of common stock being offered hereby may also be sold by the
selling shareholder pursuant to Rule 144 promulgated under the Securities Act.
LEGAL MATTERS
Michael R. Kargula, Esq., our Executive Vice President, General Counsel
and Secretary, will issue an opinion about the validity of our shares of common
stock. As of July 6, 2000, Mr. Kargula beneficially owned 355,476 shares of our
common stock. Pursuant to a Shareholders Agreement, dated as of June 5, 2000,
among Thomson, Purchaser and certain Primark shareholders, Mr. Kargula has
agreed to tender his shares in the Tender Offer and has granted Thomson an
irrevocable proxy to vote such shares in favor of the Merger.
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EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from Primark's Annual Report on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
(which report expresses an unqualified opinion and includes an explanatory
paragraph relating to Primark's change in its method of accounting for
derivative financial instruments to adopt Statement of Financial Accounting
Standards No. 133) and has been so incorporated in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Primark Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, and files reports, proxy statements and other
information with the SEC. You may read and copy, at prescribed rates, such
reports, proxy statements and other information at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois at the
following addresses:
- Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
- 7 World Trade Center, Suite 1300, New York, New York 10048; and
- Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.
You can obtain information on the operation of the public reference rooms by
calling the SEC at (800) SEC-0330. The SEC maintains a web site that contains
reports, proxy and information statements and other information regarding
registrants, like us, that file electronically with the SEC. This web site can
be accessed at http://www.sec.gov. Reports, proxy statements and other
information concerning Primark can also be inspected at the offices of the New
York Stock Exchange at Room 401, 20 Broad Street, New York, New York 10005 and
the Pacific Exchange, 301 Pine Street, San Francisco, California 94104.
The SEC allows us to "incorporate by reference" other information that
we file with it, which means that we can disclose important information to you
by referring to those documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and replace this information. We incorporate by
reference the documents listed below and any future filings made by us with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
selling shareholder has sold all of the securities that we have registered:
1. Our Annual Report on Form 10-K for the year ended December 31,
1999;
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2. Our Quarterly Report on Form 10-Q for the period ended March 31,
2000;
3. Our Schedule 14D-9, filed with the SEC on June 14, 2000, as
amended by Amendment No. 1 to the Schedule 14D-9, filed with the
SEC on June 28, 2000; and
4. The description of our common stock set forth in our Form 10
dated November 17, 1981, Form 8-A dated October 18, 1985, Form
8-A dated June 16, 1992 and Form 8-A dated June 20, 1997.
We will provide without charge, upon written or oral request, a copy of
any or all of the documents containing information which is incorporated herein
by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
directed to:
Primark Corporation
Investor Relations
1000 Winter Street, Suite 4300N
Waltham, Massachusetts 02451-1241
Telephone: (781) 466-6611
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. The selling shareholder
will not make an offer of the shares of our common stock in any state where the
offer is not permitted. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. FEES.*
Securities and Exchange Commission Registration Fee............. $2,274
Printing Expenses............................................... 2,000
Miscellaneous .................................................. 2,000
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Total........................................................... $6,274
======
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* All amounts except registration fee are estimates. All fees, excluding
underwriting fees and discounts, will be paid by Primark.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") contain detailed provisions concerning the indemnification of directors,
officers, employees and agents against judgments, penalties, fines and amounts
paid in settlement of litigation that they may incur in their capacity as such.
Article V of our Articles of Incorporation provides that we shall
indemnify any person who is or was a director or officer of Primark or is or was
serving at the request of Primark as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed action, suit or proceeding to the full
extent provided by the MBCA from time to time in effect.
Section 6.1 of our By-laws provides that we shall indemnify our
officers, directors, employees, agents and other persons to the fullest extent
to which corporations are empowered to indemnify such persons at law.
Article VI of our Articles of Incorporation provides that our directors
shall not be personally liable to Primark or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to Primark or our stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) for a violation of Section
551(1) of the MBCA or (iv) for any transaction from which the director derived
any improper personal benefit.
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We maintain a director's and officer's liability insurance policy that
covers our directors and officers for certain claims and actions incurred in the
course of their duties, including, under certain circumstances, alleged
violations of the Securities Act.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
5.1* Opinion of Michael R. Kargula, General Counsel of Primark
Corporation, regarding the legality of the shares of common
stock being offered hereby.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Michael R. Kargula (included in Exhibit 5.1).
24.1* Power of Attorney (incorporated in the signature page of this
Form S-3).
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* Filed herewith.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on July 14,
2000.
PRIMARK CORPORATION
By: STEPHEN H. CURRAN
--------------------------------
Executive Vice President and
Chief Financial Officer
July 14, 2000
The undersigned directors and officers of Primark Corporation, a
Michigan corporation, hereby severally constitute and appoint Joseph E.
Kasputys, Stephen H. Curran and Michael R. Kargula, and each of them, (with full
power to act without the others), his or her true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to execute
and file with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, a registration statement on Form S-3
offering for sale to the public of 230,770 shares of Primark common stock and
any and all amendments (including post-effective amendments) to the registration
statement on Form S-3, hereby giving and granting unto said attorneys full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises as fully, to all intents and
purposes, as he or she might or could do if personally present at the time
thereof, hereby ratifying and confirming all that said attorneys and agents, or
any of them, or their or his or her substitute or substitutes, may or shall
lawfully do, or cause to be done, by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ JOSEPH E. KASPUTYS Chairman, President and July 14, 2000
----------------------------- Chief Executive Officer
Joseph E. Kasputys (Principal Executive Officer)
<PAGE> 18
SIGNATURE TITLE DATE
/s/ STEPHEN H. CURRAN Executive Vice President and July 14, 2000
----------------------------- Chief Financial Officer
Stephen H. Curran
/s/ KEVIN J. BRADLEY Director July 1, 2000
-----------------------------
Kevin J. Bradley
/s/ JOHN C. HOLT Director July 14, 2000
-----------------------------
John C. Holt
/s/ STEVEN LAZARUS Director July 6, 2000
-----------------------------
Steven Lazarus
/s/ PATRICIA McGINNIS Director July 14, 2000
-----------------------------
Patricia McGinnis
/s/ JONATHAN NEWCOMB Director July 14, 2000
-----------------------------
Jonathan Newcomb
/s/ CONSTANCE K. WEAVER Director July 14, 2000
-----------------------------
Constance K. Weaver
<PAGE> 19
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1* Opinion of Michael R. Kargula, General Counsel of Primark
Corporation, regarding the legality of the shares of common
stock being offered hereby.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Michael R. Kargula (included in Exhibit 5.1).
24.1* Power of Attorney (incorporated in the signature page of this
Form S-3).
-----------------
* Filed herewith.
