BANKERS TRUST NEW YORK CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Vice President
Telephone: (212) 250-4599
February 17, 1998
Securities and Exchange Commission
SEC Document Control
450 Fifth Street, N.W.
Washington, DC 20549
Attn: Filing Desk
Dear Sirs:
Re: Filing of Schedule 13G on
Premark International Inc
Pursuant to Rule 13d-1 of the General Rules and Regulations
under the Securities Exchange Act of 1934, the following is
one copy of the Schedule 13G with respect to the common
stock of the above referenced corporation.
Please acknowledge your receipt of the Schedule 13G filing
submission through the EDGAR-Link System software, by E-Mail
confirmation.
Sincerely,
Damian P. Reitemeyer
Enclosures
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7 )*
Premark International Inc
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $1.00)
_______________________________________
TITLE OF CLASS OF SECURITIES
740459102
_______________________________________
CUSIP NUMBER
Check the following box if a fee is being paid with
this statement [ ]. (A fee is not required only if
the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five
percent of the class of securities described in Item
1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 8 Pages
CUSIP No. 740459102 Page 2 of 8 Pages
1.NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankers Trust New York Corporation and its wholly-owned
subsidiary, Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [X]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Both Bankers Trust New York Corporation and Bankers Trust
Company are New York Corporations
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 177,350 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 525,828 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 0 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 525,828 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[X]
CUSIP No. 740459102 Page 3 of 8 Pages
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Bankers Trust Company 0.85%
12.TYPE OF REPORTING PERSON *
Bankers Trust New York Corporation - HC
Bankers Trust Company - BK
CUSIP No. 740459102 Page 4 of 8 Pages
DISCLAIMER OF BENEFICIAL OWNERSHIP
THE FILING OF THIS SCHEDULE G STATEMENT SHALL NOT BE
CONSTRUED AS AN ADMISSION THAT BANKERS TRUST NEW YORK
CORPORATION OR BANKERS TRUST COMPANY, AS TRUSTEE (THE
"BANK") IS, FOR THE PURPOSE OF SECTION 13(g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934, OR FOR ANY OTHER
PURPOSE, THE BENEFICIAL OWNER OF THE SECURITIES SET
FORTH IN ITEM 4(a)(ii) HEREOF.
Item 1(a) NAME OF ISSUER:
Premark International Inc
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
1717 Deerfield Road
Deerfield, IL 60015
Item 2(a) NAME OF PERSON FILING:
Bankers Trust New York Corporation, and its
wholly-owned subsidiary, Bankers Trust
Company, as Trustee for various trusts, and
employee benefit plans, and investment
advisor.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust New York Corporation and Bankers
Trust Company, as Trustee for various trusts,
and employee benefit plans, and investment
advisor, are both corporations incorporated
in the State of New York with their principal
business offices located in New York.
CUSIP No. 740459102 Page 5 of 8 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock (Par Value $1.00) of Premark
International Inc, a Delaware corporation.
Item 2(e) CUSIP NUMBER:
740459102
Item 3 THE PERSON FILING IS A:
For Bankers Trust New York Corporation,
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For Bankers Trust Company,
(b) [X] Bank as defined in section 3(a)(6) of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(i) As of December 31, 1997, Bankers Trust
Company, as Trustee for various trusts, and
employee benefit plans, and investment
advisor (the "Bank"), was the beneficial
owner of 525,828 shares of common stock.
(ii) Bankers Trust Company was also the record
owner of 10,469,521 shares held by the Bank
as Trustee of the Premark International,
Inc., Master Defined Contribution Trust
(the "Plan") with respect to which the bank
disclaims beneficial ownership.
The Plan states that each Plan participant
shall have the right to direct the manner
in which shares of common stock shall be
voted at all stockholders' meetings. The
CUSIP No. 740459102 Page 6 of 8 Pages
Department of Labor has expressed the
view that, under certain circumstances,
ERISA may require the Trustee to vote
shares which are not allocated to
participants' accounts. Since, in the
view of the Bank and Bankers Trust
New York Corporation, such voting
power is merely a residual power based upon
the occurrence of an unlikely contingency and
is not a sole or shared power to vote
the securities, the Bank and Bankers
Trust New York Corporation hereby disclaim
beneficial ownership of such securities.
(b) Percent of Class:
The common stock described in Item 4(a) above
as to which the Bank acknowledges beneficial
ownership constitutes 0.85% of the Issuer's
outstanding Common Stock. The Common Stock
as to which the Bank disclaims beneficial
ownership constitutes 16.9% of the Issuer's
outstanding Common Stock.
(c) Number of shares as to which the Bank has:
(i) sole power to vote or to direct the
vote -
Bankers Trust Company 177,350 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 0 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 525,828 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 0 shares
CUSIP No. 740459102 Page 7 of 8 Pages
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON:
The Issuer's Plan and various trusts, and
employee benefit plans for which the Bank
serves as Trustee, and accounts for which the
Bank serves as investment advisor, have the
right to receive and/or the power to direct
the receipt of dividends from, or the
proceeds from the sale of, such securities.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
See Item 3 above.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
THE GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
CUSIP No. 740459102 Page 8 of 8 Pages
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or
effect.
SIGNATURE:
After reasonable 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.
Date: as of December 31, 1997
Signature: Bankers Trust New York Corporation
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment advisor.
By: /s/James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT TO ITEM 7
The chain of ownership from Bankers Trust New York
Corporation to Bankers Trust Company is shown below:
Bankers Trust New York Corporation
|
100%
|
Bankers Trust Company
