<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------
PRIMARK CORPORATION
(Name of Subject Company)
MARQUEE ACQUISITION CORPORATION
THE THOMSON CORPORATION
(Names of Filing Persons (identifying status as offeror, issuer or other
person))
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
741903108
(CUSIP Number of Class of Securities)
MICHAEL S. HARRIS, ESQ.
THE THOMSON CORPORATION
METRO CENTER AT ONE STATION PLACE
STAMFORD, CONNECTICUT 06902
(203) 969-8700
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of filing persons)
Copy to:
DAVID W. HELENIAK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$913,518,708 $182,703.74
</TABLE>
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $38.00, the per share tender offer price, by
24,039,966, the sum of the 20,308,103 currently outstanding shares of Common
Stock sought in the Offer and the 3,731,863 shares of Common Stock subject
to options that will be vested as of June 12, 2000.
** Calculated as 1/50 of 1% of the transaction value.
/ / Check the 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:None Filing Party:Not Applicable
Form or Registration No.:Not Applicable Date Filed:Not Applicable
</TABLE>
Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the statement
relates:
/X/
third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
This Tender Offer Statement on Schedule TO (this "Schedule TO"), is filed by
Marquee Acquisition Corporation, a Michigan corporation ("Purchaser"), an
indirect wholly owned subsidiary of The Thomson Corporation, a corporation
organized under the laws of Ontario, Canada ("Thomson"). This Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of Common
Stock, no par value per share, including associated common stock purchase rights
(together, the "Shares"), of Primark Corporation, a Michigan corporation (the
"Company"), at a purchase price of $38.00 per Share, net to each seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
dated June 14, 2000 (the "Offer to Purchase") and in the related Letter of
Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2)
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). The information set forth in the Offer to Purchase and
the related Letter of Transmittal is incorporated herein by reference with
respect to Items 1-9 and 11 of this Schedule TO. The Agreement and Plan of
Merger, dated as of June 5, 2000, among Thomson, Purchaser and the Company, a
copy of which is attached as Exhibit (d)(1) hereto, the Shareholders Agreement
dated as of June 5, 2000 among Thomson, Purchaser, Joseph E. Kasputys,
Stephen H. Curran and Michael R. Kargula, the Chief Executive Officer, Chief
Financial Officer and General Counsel of the Company, respectively, the
Guarantee, dated June 5, 2000, by Thomson in favor of Joseph E. Kasputys and the
Letter Agreements, each dated as of June 5, 2000 between Primark Corporation and
each of Joseph E. Kasputys, Michael R. Kargula and Stephen H. Curran, are
incorporated herein by reference with respect to Items 5 and 11 of this Schedule
TO.
<TABLE>
<S> <C>
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase dated June 14, 2000.
(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 from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on June 14, 2000.
(a)(8) Joint Press Release issued by Thomson and the Company on
June 5, 2000.*
(b) None.
(c) None.
</TABLE>
2
<PAGE>
<TABLE>
<S> <C>
(d)(1) Agreement and Plan of Merger, dated as of June 5, 2000,
among Thomson, Purchaser and the Company.
(d)(2) Confidentiality Agreement dated April 4, 2000, between
Thomson and the Company.
(d)(3) Shareholders Agreement, dated June 5, 2000, among Thomson,
Purchaser, Joseph E. Kasputys, Stephen H. Curran and
Michael R. Kargula.
(d)(4) Guarantee, dated June 5, 2000, of Thomson in favor of
Joseph E. Kasputys.
(d)(5) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Stephen H. Curran.
(d)(6) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Michael R. Kargula.
(d)(7) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Joseph E. Kasputys.
(g) None.
(h) None.
---------------------------------------------------------------------------
* Incorporated by reference to Thomson's Schedule TO-C, filed June 5,
2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
</TABLE>
3
<PAGE>
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.
Dated: June 14, 2000
<TABLE>
<S> <C> <C>
MARQUEE ACQUISITION CORPORATION
By: /s/ MICHAEL S. HARRIS
-----------------------------------------
Name: Michael S. Harris
Title: Vice President
</TABLE>
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.
Dated: June 14, 2000
<TABLE>
<S> <C> <C>
THE THOMSON CORPORATION
By: /s/ MICHAEL S. HARRIS
-----------------------------------------
Name: Michael S. Harris
Title: Senior Vice President and General
Counsel
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
EXHIBIT NO.
(a)(1) Offer to Purchase, dated June 14, 2000.
(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 from Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees to Clients.
(a)(6) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published in THE WALL STREET
JOURNAL on June 14, 2000.
(a)(8) Joint Press Release issued by Thomson and the Company on
June 5, 2000.*
(b) None.
(c) None.
(d)(1) Agreement and Plan of Merger, dated as of June 5, 2000,
among Thomson, Purchaser and the Company.
(d)(2) Confidentiality Agreement dated April 4, 2000, between
Thomson and the Company.
(d)(3) Shareholders Agreement, dated June 5, 2000, among Thomson,
Purchaser, Joseph E. Kasputys, Stephen H. Curran and
Michael R. Kargula.
(d)(4) Guarantee, dated June 5, 2000, of Thomson in favor of Joseph
E. Kasputys.
(d)(5) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Stephen H. Curran.
(d)(6) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Michael R. Kargula.
(d)(7) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Joseph E. Kasputys.
(g) None.
(h) None.
--------------------------------------------------------------------------
* Incorporated by reference to Thomson's Schedule TO-C, filed June 5,
2000.
</TABLE>
