BANKERS TRUST CORPORATION
One Bankers Trust Plaza
New York, New York 10006
Damian P. Reitemeyer
Principal
Telephone: (212) 250-4599
February 12, 1999
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. 8 )*
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 Corporation,its wholly-owned subsidiary,
Bankers Trust Company, as Trustee for various
trusts, and employee benefit plans, and investment
advisor, and its indirect wholly owned subsidiary, BT
Alex. Brown Incorporated (BT Alex. Brown). 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
Bankers Trust Corporation, and Bankers Trust Company are
New York Corporations. BT Alex. Brown is a Delaware Corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES Bankers Trust Company 193,575 shares
BT Alex.Brown 966 shares
194,541 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING Bankers Trust Company 503,853 shares
BT Alex.Brown 966 shares
504,819 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH Bankers Trust Company 250 shares
BT Alex.Brown 0 shares
250 shares
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Bankers Trust Company 504,103 shares
BT Alex.Brown 966 shares
505,069 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 0.82 %
BT Alex.Brown 0.00 %
0.82 %
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
Bankers Trust Company - BK
BT Alex.Brown - BD
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
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 Corporation,its wholly-owned
subsidiary, Bankers Trust Company, as
Trustee for various trusts, and employee
benefit plans, and investment advisor and
its indirect wholly-owned subsidiary, BT
Alex. Brown.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
For Bankers Trust Corporation,
Bankers Trust Company and BT Alex.Brown
130 Liberty Street
New York, New York 10006
Item 2(c) CITIZENSHIP:
Bankers Trust 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.
BT Alex.Brown is a Delaware corporation with
its principal business office 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 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.
For BT Alex.Brown
(a) [X] Broker or dealer registered under Section 15
15 of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
(i) As of December 31, 1998, Bankers
Trust Company, as Trustee for
various trusts, and employee
benefit plans, and investment
advisor (the "Bank") and BT.Alex.Brown
were the beneficial owners of 505,069
shares of common stock.
(ii) Bankers Trust Company was also therecord
owner of 8,844,604 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 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 0.82% of the Issuer's
outstanding Common Stock. The Common Stock
as to which the Bank disclaims beneficial
ownership constitutes 14.33% 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 193,575 shares
BT Alex.Brown 966 shares
194,541 shares
(ii) shared power to vote or to direct the
vote -
Bankers Trust Company 0 shares
BT Alex.Brown 0 shares
0 shares
(iii) sole power to dispose or to direct the
disposition of -
Bankers Trust Company 503,853 shares
BT Alex.Brown 966 shares
504,819 shares
(iv) shared power to dispose or to direct the
disposition of -
Bankers Trust Company 250 shares
BT Alex.Brown 0 shares
250 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 and Exhibits A and B.
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 and are held 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, 1998
Signature: Bankers Trust 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
Signature: BT Alex.Brown
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
EXHIBIT A
The chain of ownership from Bankers Trust Corporation
to Bankers Trust Company is shown below:
Bankers Trust Corporation
|
100%
|
Bankers Trust Company
Exhibit B
The chain of ownership from Bankers Trust
Corporation to BT Alex. is shown below:
Bankers Trust Corporation
|
|
100%
|
|
BT Alex.Brown Holdings Incorporated
|
|
100%
|
|
BT Alex. Brown Incorporated
