PRIMARK CORP, 424B1, 1995-11-30

PRIMARK CORP
424B1, 1995-11-30
NATURAL GAS DISTRIBUTION

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<PAGE> 1
Filed pursuant to Rule 424(b)(1)
Registration No. 33-98834

3,788,000 SHARES
[PRIMARK LOGO]
COMMON STOCK
------------------------
Of the 3,788,000 shares of Common Stock offered, 3,500,000 shares are being
issued and sold by Primark Corporation ("Primark" or the "Company") and 288,000
shares are being sold by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders" and "Underwriting." The Company will
not receive any of the proceeds from the sale of shares offered by the Selling
Shareholders.

Of the 3,788,000 shares of Common Stock offered, 3,030,400 shares are being
offered hereby in the United States and Canada (the "U.S. Shares") and 757,600
shares are being offered in a concurrent international offering outside the
United States and Canada. The price to the public and the underwriting discounts
and commissions per share will be identical for both offerings. See
"Underwriting."

The Common Stock is traded on the New York and Pacific Stock Exchanges
under the symbol "PMK." On November 29, 1995, the last reported sale price of
the Common Stock on the New York Stock Exchange was $27.125 per share. See
"Price Range of Common Stock."

FOR INFORMATION CONCERNING CERTAIN FACTORS RELATING TO THIS OFFERING, SEE
"RISK FACTORS" ON PAGE 8 OF THIS PROSPECTUS.
------------------------
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 ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
====================================================================================================
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share................... $27.125 $1.28 $25.845 $25.845
- ----------------------------------------------------------------------------------------------------
Total....................... $102,749,500 $4,848,640 $90,457,500 $7,443,360
- ----------------------------------------------------------------------------------------------------
Total Assuming Full Exercise
of Over-Allotment
Option(3)................. $118,161,925 $5,575,936 $105,142,629 $7,443,360
====================================================================================================
<FN>

(1) See "Underwriting."
(2) Before deducting expenses estimated at $600,000, which are payable by the
Company.
(3) Assuming exercise in full of the 30-day option granted by the Company to the
U.S. Underwriters to purchase up to 568,200 additional shares, on the same
terms, solely to cover over-allotments. See "Underwriting."
</TABLE>
------------------------

The U.S. Shares are offered by the U.S. Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the U.S. Underwriters, and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the Common Stock will be made in New York City on or about December
5, 1995.

------------------------

PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.
------------------------

THE DATE OF THIS PROSPECTUS IS NOVEMBER 29, 1995.
<PAGE> 2

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK AND PACIFIC STOCK
EXCHANGES, OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
------------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Such reports, proxy statements
and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the Regional
Offices of the SEC located at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and at 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such reports, proxy statements and
other information can be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Such reports, proxy statements and other information can also be inspected at
the offices of The New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005; and the Pacific Stock Exchange, Inc., 301 Pine Street, San
Francisco, California 94104.

The Company has filed with the SEC a Registration Statement on Form S-3
(herein together with all exhibits, referred to as the "Registration Statement")
under the Securities Act with respect to the Common Stock being offered by this
Prospectus. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement and the
exhibits and schedules thereto. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance reference is made to the copy of such contract or document
filed, or incorporated by reference, as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. The Registration Statement, together with exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of all or any part of the Registration Statement may be obtained
at prescribed rates from the Public Reference Section of the SEC at its
Washington, D.C. address.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company incorporates by reference the following documents heretofore
filed with the SEC pursuant to the Exchange Act:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;

3. The Company's Current Reports on Form 8-K dated January 4, 1995,
June 8, 1995, and July 3, 1995 as amended by Amendment No. 1 on Form 8-K/A
dated September 11, 1995, Amendment No. 2 on Form 8-K/A dated October 26,
1995 and Amendment No. 3 on Form 8-K/A dated November 28, 1995; and

4. The description of the Company's Common Stock set forth in the
Company's Form 10 dated November 17, 1981, the Company's Form 8-A dated
October 18, 1985, the Company's Form 8-A dated January 13, 1988 and the
Company's Form 8-A dated June 16, 1992.

All documents filed by the Company with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus except as so modified or superseded.

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, 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 02154-1248, telephone: (617) 466-6611.

2
<PAGE> 3

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto set forth
elsewhere in this Prospectus or incorporated herein by reference. Unless
indicated otherwise, the information in this Prospectus assumes no exercise of
the over-allotment option. See "Underwriting." "EBITDA" represents earnings
before interest expense, income taxes, depreciation and amortization. Due to the
high non-cash amortization expense recorded to net income, the Company presents
EBITDA to provide the investor a measure of cash flows within operations. EBITDA
represents supplemental information only and is not to be construed as an
alternative to operating income or to cash flows from operating activities as
defined by U.S. generally accepted accounting principles. All references to "pro
forma 1994 revenues" and "pro forma 1994 EBITDA" mean pro forma consolidated
operating revenues and pro forma earnings before interest expense, income taxes,
depreciation and amortization, respectively, of the Company for the year ended
December 31, 1994 assuming the Company had acquired Disclosure and its
affiliates as of January 1, 1994. See "Unaudited Pro Forma Consolidated
Financial Information." Certain terms referring to the Company's subsidiaries
are defined on page 5 of this Prospectus.

THE COMPANY

Primark is an international company engaged principally in the information
services industry serving two primary markets, Financial Information and Applied
Information Technology. The Company's Financial Information businesses consist
of the operations of Datastream, Disclosure, I/B/E/S, Vestek and Worldscope.
Through its Financial Information businesses, Primark develops and markets
value-added database products which provide financial and economic information
on established and emerging markets worldwide, as well as proprietary analytical
software for the analysis and presentation of such information. Customers of the
Financial Information businesses include investment managers, investment
bankers, accountants, financial professionals, lawyers, professional researchers
and librarians in 52 countries. The Company's Applied Information Technology
activities, conducted through TASC, provide a broad spectrum of technology-based
information services and products primarily to U.S. government agencies involved
in national security and intelligence related activities. TASC also serves the
weather information market through its subsidiary WSI, and has a growing
commercial business, including initiatives in document management, environmental
surveillance, aviation systems and multi-media markets. Primark is a global
business with pro forma 1994 revenues and pro forma 1994 EBITDA of $562.6
million and $86.5 million, respectively. International revenues represented
19.5% of the Company's pro forma 1994 revenues.

Commencing with Primark's acquisition of TASC in 1991, the Company embarked
on a strategy of combining information technology expertise with proprietary
data content to serve the increasing information requirements of its customers
with value-added products. The Company focused its strategy on the financial
information market through its acquisitions of Datastream in 1992 and Vestek in
1994, while divesting certain of its non-core operations. Primark significantly
expanded its domestic presence in financial information content services through
the June 1995 acquisition of Disclosure and its subsidiary I/B/E/S. As a result
of this strategic transition and internal growth, the global Financial
Information businesses accounted for 34.8% of Primark's pro forma 1994 revenues
and 59.9% of pro forma 1994 EBITDA.

FINANCIAL INFORMATION

Primark's Financial Information businesses provide a broad range of unique
database products, delivery systems, software and support services to meet the
rapidly growing demand for global financial and economic data and analytics by
financial and investment professionals worldwide. A significant percentage of
the Company's Financial Information revenues are generated under annual
subscriptions or service agreements with historical renewal rates exceeding 90%.
Of the Company's pro forma 1994 revenues attributable to the Financial
Information businesses, 55.1% were generated outside the United States. The
following are the Company's principal Financial Information businesses:

- Datastream is a leading on-line provider of global financial and economic
information covering over 130,000 securities in 58 countries. Datastream
delivers its products on a subscription basis directly to customer
mainframes, workstations and personal computers, together with
proprietary software applications that allow customers to use the data in
investment research and portfolio management.

3
<PAGE> 4

- Disclosure is the leading provider of "as reported" and abstracted
financial information in the United States and has a growing
international presence. Disclosure distributes information on over 16,000
U.S. companies and 13,000 foreign companies, derived from a variety of
government and third party sources. Disclosure's document and database
services are provided on a subscription and demand basis through various
media, including paper and laser discs. Disclosure also distributes its
information through third-party vendors which include CompuServe, America
Online, The Microsoft Network, and the Internet. The United States market
accounted for 92.5% of Disclosure's 1994 revenues.

- I/B/E/S is a leading source of global earnings estimates, serving
investors, financial institutions and money managers worldwide. I/B/E/S
aggregates and processes earnings per share estimates for over 16,000
companies, developed by over 6,700 equity research analysts. The
estimates and supporting data are sold principally on an annual
subscription basis through a proprietary on-line service, printed
publications and third-party distributors.

- Vestek develops, markets and supports investment management applications,
providing portfolio optimization, performance measurement, stock
valuation and asset allocation analytical tools to pension and mutual
fund managers, plan sponsors and insurance companies primarily in North
America.

- Worldscope is a supplier of standardized fundamental financial data on
over 11,900 public companies from 45 countries, delivered to its
customers through CD-ROM and on-line platforms.

APPLIED INFORMATION TECHNOLOGY

Through TASC, the Company provides high-end information systems engineering
and integration services to government agencies and commercial customers in a
variety of industries. TASC maintains its technological leadership: (i) through
its business of designing and building advanced information systems; (ii) by
performing over $30 million annually in applied information systems research and
development, most of which is government sponsored; and (iii) by maintaining a
highly qualified technical staff, a majority of which have advanced degrees.
TASC contributed 55.5% of the Company's pro forma 1994 revenues.

TASC's customers utilize its advanced systems engineering and integration
services to support the design, development, management and operation of
sophisticated sensor systems, large scale information processing and
dissemination systems, and strategic and tactical weapons systems. U.S.
government contracts, which generated approximately 88% of TASC's 1994 revenues,
are focused on classified projects where information technology is utilized to
increase the effectiveness and efficiency of defense systems and intelligence
activities. The Company's Applied Information Technology revenues have increased
for 29 consecutive years despite changes in the level of government funding of
defense and intelligence activities. The Company believes its products and
services will continue to be in high demand as information technology is
increasingly utilized to improve the effectiveness of defense systems and
intelligence activities which face declining resources. Approximately 70% of
TASC's 1994 contract awards were derived from contracts secured on a sole source
basis with U.S. government defense and intelligence agencies. TASC's ten largest
current contracts relate to work on existing and predecessor programs with which
TASC has been associated for an average of 14 years. Approximately 83% of TASC's
1994 U.S. government revenues were derived from contracts which provide for cost
reimbursement plus a negotiated fee, allowing a measure of profit margin
stability. A significant amount of these cost-plus contracts also provide for
additional fees as compensation for superior performance. TASC's contract
backlog was $485.2 million at September 30, 1995.

While the government's need for information technology remains a stable
source of growth, TASC's strategy is to leverage its information technologies
and applied research and development investment into new higher margin
commercial markets, including weather, aviation, financial services and
communications. TASC's subsidiary, WSI, is a dominant provider of real-time
weather information services to news media organizations in the United States,
including The Weather Channel, CNN and a majority of television stations
nationwide. Other commercial applications for TASC's information technologies
include document management, environmental surveillance, aviation systems and
interactive multi-media.

4
<PAGE> 5

BUSINESS STRATEGY

Primark's mission is to help its customers become more effective and
efficient in their own pursuits by providing them with advanced information
technology applications and timely, reliable data. Companies, government
agencies and individuals value the information services purchased based on the
usefulness of such services to their operations or decision-making processes.
Therefore, Primark's principal strategy is to grow by integrating forward into
the processes of its customers and thereby becoming increasingly essential to
them.

Primark uniquely combines the extensive resources of TASC in information
technology applications with strong data content franchises serving the
financial and weather markets. While each of its businesses has a leadership
position in the marketplace on its own, their capabilities can be combined to
provide more integrated solutions that are of greater value to customers.

Primark's primary objective is to maintain robust growth in its core
information businesses. Primark intends to gain additional growth through the
integration of data content from its various companies with software tailored to
meet the needs of specific niche markets. The Company believes it has a number
of competitive advantages, including: (i) leading edge technology maintained
through significant research and development investment; (ii) unique data
content along with proprietary analytics and applications; (iii) comprehensive
and integrated financial information products; and (iv) market recognition for
quality, dependability and technological innovation.

Primark's business strategy is to capitalize on these and other business
strengths to pursue growth opportunities such as: (i) rapid expansion of global
investing by U.S. institutions; (ii) global access to financial investors for
integrated product offerings; (iii) commercial applications of technology
developed through government contracts; (iv) expanded access to new customers,
e.g. individual investors, through electronic distribution; and (v) increased
U.S. government demand for information technology.

The Company intends to continue its expansion through internal growth and
acquisitions to complement its Financial Information and other data content
businesses.

GENERAL

The Company also conducts contract maintenance services on commercial
aircraft through TIMCO and leasing of underground gas storage fields through
PSLC.

As of September 30, 1995, the Company and its subsidiaries employed 5,033
persons. The Company's principal executive offices are located at Primark
Corporation, 1000 Winter Street, Suite 4300N, Waltham, Massachusetts 02154, and
its telephone number is (617) 466-6611. Certain Primark businesses can be
accessed via the Internet as follows: TASC, at http://www.tasc.com; Disclosure,
at http://www.disclosure.com; and WSI, at http://www.intellicast.com. All of the
product names referred to herein are trademarks owned by the Company or its
subsidiaries and some are registered trademarks or are the subject of pending
trademark applications.

The Company's subsidiaries referred to in this Prospectus include
Datastream International Limited and its affiliates ("Datastream"), Disclosure,
Incorporated ("Disclosure"), I/B/E/S International, Inc. ("I/B/E/S"), Vestek
Systems, Inc. ("Vestek"), TASC, Inc. ("TASC"), WSI Corporation ("WSI"), Triad
International Maintenance Corporation ("TIMCO"), Primark Storage Leasing
Corporation ("PSLC") and Worldscope/Disclosure Partners ("Worldscope"), a
partnership in which Disclosure and Wright Investors' Service each hold a 50%
interest.

5
<PAGE> 6

THE OFFERING

<TABLE>
<S> <C>
Common Stock Offered by:
The Company................................. 3,500,000 shares
Selling Shareholders........................ 288,000 shares
Total............................... 3,788,000 shares (1)
Common Stock to be Outstanding after the
Offering.................................... 22,743,592 shares (2)
Use of Proceeds............................... The net proceeds of the offering will be used
to repay certain indebtedness of the Company
and its subsidiaries incurred upon the
acquisition of Disclosure and for general
corporate purposes. See "Use of Proceeds."
New York Stock Exchange Symbol................ PMK
Pacific Stock Exchange Symbol................. PMK
<FN>

- ---------------
(1) Of which 3,030,400 shares are being offered in the United States and Canada
and 757,600 shares are being offered outside the United States and Canada.

(2) Based upon shares outstanding as of November 3, 1995. Does not include up to
568,200 shares of Common Stock which may be issued by the Company upon
exercise of the U.S. Underwriters' option to cover over-allotments, and also
excludes 4,218,862 shares of Common Stock issuable upon exercise of stock
options outstanding, of which 3,206,615 were exercisable at an average price
of $8.46 per share as of November 3, 1995.

</TABLE>

6
<PAGE> 7

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table sets forth certain summary consolidated historical and
pro forma financial data of the Company and its subsidiaries. This data should
be read in conjunction with the Consolidated Financial Statements of the Company
and the Notes thereto incorporated herein by reference and the Selected
Consolidated Historical and Pro Forma Financial and Operating Data, the
information contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Unaudited Pro Forma Consolidated
Financial Statements and Notes thereto appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------------ ------------------------------------
HISTORICAL HISTORICAL
-------------------------------- PRO FORMA(1) -------------------- PRO FORMA(1)
1992(2) 1993 1994 1994 1994 1995 1995
-------- -------- -------- ------------ -------- -------- ------------
(IN THOUSANDS EXCEPT STATISTICAL DATA AND PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Operating revenues............... $344,959 $444,015 $477,026 $562,600 $352,400 $447,612 $498,888
Depreciation..................... 6,211 10,910 12,091 16,926 8,491 10,514 12,843
Amortization of intangible
assets......................... 5,496 15,287 15,446 22,783 11,384 15,612 20,599
Operating income................. 21,739 37,270 38,036 46,824 29,126 41,179 45,940
Interest expense--net............ 3,863 13,799 13,524 28,382 10,171 13,065 19,418
Income from continuing
operations..................... 9,220 11,729 13,750 7,056 9,985 13,731 11,719
Earnings per share(3)............ $0.41 $0.52 $0.62 $0.28 $0.45 $0.63 $0.53
Weighted average shares of Common
Stock outstanding.............. 19,388 19,805 19,909 19,909 19,905 20,097 20,097

OTHER OPERATING AND FINANCIAL
DATA:
EBITDA(4)........................ $33,446 $63,467 $65,573 $86,533 $49,001 $67,305 $79,382
EBITDA as a % of operating
revenues....................... 9.7% 14.3% 13.7% 15.4% 13.9% 15.0% 15.9%
Capital expenditures and
capitalized software........... $8,767 $16,688 $26,988 $33,809 $15,935 $18,215 $21,289
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
---------------------------
BALANCE SHEET DATA: ACTUAL AS ADJUSTED(5)
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Current assets......................................................................... $172,343 $208,105
Goodwill and other intangible assets--net.............................................. 469,634 469,634
Other noncurrent assets................................................................ 116,336 116,336
-------- --------
Total assets........................................................................... $758,313 $794,075
======== ========
Total debt, including current maturities............................................... $328,178 $273,178
Other current and noncurrent liabilities............................................... 169,531 171,253
Series A Preferred Stock............................................................... 16,874 16,874
Common shareholders' equity............................................................ 243,730 332,770
-------- --------
Total liabilities and shareholders' equity............................................. $758,313 $794,075
======== ========
<FN>

- ---------------

(1) Gives effect to the June 29, 1995 acquisition of Disclosure and its
affiliates (the "Transaction"), assuming the Transaction occurred on January
1, 1994. Pro forma 1994 results include the operating results of I/B/E/S
from its June 30, 1994 date of acquisition by Disclosure. The $185 million
portion of the $200 million cash purchase price was financed with: (i) a
$125 million term loan, (ii) $45 million in borrowings under a $75 million
revolving credit facility, and (iii) a $15 million unsecured term loan to
TASC. See "Unaudited Pro Forma Consolidated Financial Information."

(2) The financial data for the year ended December 31, 1992 include the
operations of Datastream from its September 1992 date of acquisition.

(3) Earnings per share represents earnings per common and common equivalent
share before discontinued operations and extraordinary items.

(4) EBITDA represents earnings before interest expense, income taxes,
depreciation and amortization. EBITDA represents supplemental information
only and should not be construed as an alternative to operating income or to
cash flows from operating activities as defined by U.S. generally accepted
accounting principles.

(5) As adjusted to give effect to the offering of 3,500,000 shares of Common
Stock by the Company, the application of the net proceeds therefrom and the
exercise of stock options in connection with the offering by the Selling
Shareholders. See "Capitalization," "Use of Proceeds" and "Selling
Shareholders."
</TABLE>

7
<PAGE> 8

RISK FACTORS

In addition to other information in this Prospectus, the following should
be considered carefully in evaluating an investment in the Common Stock.

DEPENDENCE ON FEDERAL GOVERNMENT CONTRACTS

A substantial portion of the Company's revenues is derived from services
performed by TASC directly or indirectly under contracts with the U.S.
government. Similarly, a small portion of Disclosure's revenues are derived from
contracts with the U.S. government. Revenues derived from contracts with the
U.S. government accounted for approximately 49% of the Company's pro forma 1994
revenues and approximately 45% of the Company's pro forma revenues for the nine
months ended September 30, 1995. The Company's revenues from the largest three
of such contracts comprised approximately 14% of the Company's pro forma 1994
revenues and approximately 12% of the Company's pro forma revenues for the nine
months ended September 30, 1995.

All contracts made with the U.S. government may be terminated by the U.S.
government at any time, with or without cause. There can be no assurance that
any existing or future contracts with the U.S. government would not be
terminated or that the U.S. government will continue to use the Company's
services at levels comparable to current use.

Companies that contract with the U.S. government, such as TASC and
Disclosure, are subject to regular audits with respect to costs charged to the
government. Such audits may result in the disallowance of amounts charged to or
paid by the government. There can be no assurance that such disallowances will
not be claimed or imposed against the Company, and if imposed, will not have a
material impact on the Company.

National and global political, social and economic events may affect the
U.S. national security programs. Contracts made with the U.S. government are
normally subject to annual approval of funding. Limitations imposed on spending
by the U.S. government agencies, which might result from efforts to reduce the
Federal deficit or for other reasons, may limit both the continued funding of
existing contracts with the U.S. government and the ability to obtain additional
contracts. No assurance can be given that the current level of government
spending for national security programs will continue, that the U.S. government
will continue its commitment to programs in which TASC's and Disclosure's
products and services are applicable or that TASC and Disclosure will not be
adversely affected by any decline in that spending or commitment by the U.S.
government. These limitations, if significant, could have a material adverse
effect on the Company.

For a four-day period commencing on November 14, 1995, as a result of the
failure to pass and sign an appropriations bill for the Federal government's
current fiscal year and the absence of a stopgap spending measure, the Federal
government furloughed a portion of its work force. This government furlough had
a minimal impact on TASC's operations and cash flow. The current stopgap
spending measure is in effect until December 15, 1995. The Company is unable to
predict whether budget disputes in the future may lead to additional furloughs.
Should a future furlough continue for an extended period, it could negatively
impact TASC's results of operations.

DEPENDENCE ON TECHNICAL PERSONNEL; NEED FOR SECURITY CLEARANCES

The Company's future success is dependent upon its ability to attract and
retain highly skilled personnel. The market for these professionals is
competitive. There can be no assurance that the Company will continue to be
successful in its efforts to attract and retain such qualified professionals.

TASC is involved in a number of classified programs. TASC's ability to
maintain its current base of business and to grow in the future is based in part
upon its ability to provide employees and facilities which meet rigorous U.S.
government security requirements. There can be no assurance that TASC will be
able to meet such requirements in the future. See "Business -- Applied
Information Technology Market -- TASC -- Government Business."

8
<PAGE> 9

TECHNOLOGICAL CHANGES

The Company operates principally in the information services industry,
which is a rapidly changing industry. Even if the Company remains abreast of the
latest developments and available technology in the industry, it could be
adversely affected by such developments and technological advances and the
introduction of new products and services in the information services industry.
The future success of the Company will depend significantly on its ability to
develop and deliver technologically advanced quality products and services. The
Company's future results of operations could be adversely affected by the cost
of developing such products and services.

LEVEL OF INDEBTEDNESS

The Company has substantial indebtedness, and after the application of the
net proceeds from the offering of 3,500,000 shares of Common Stock by the
Company to repay certain outstanding indebtedness, the Company will continue to
have substantial indebtedness. At September 30, 1995, after giving effect to the
application of $55.0 million of the net proceeds from such offering to repay
certain indebtedness, the Company would have had consolidated total debt of
$273.2 million and consolidated common shareholders' equity of $332.8 million.
See "Capitalization." Subject to certain restrictions on the Company and certain
subsidiaries, including the satisfaction of certain debt coverage tests, the
Company and its subsidiaries may incur additional indebtedness from time to time
for general corporate purposes, including but not limited to, acquisitions and
capital expenditures.

FOREIGN CURRENCY EXCHANGE RATE RISK

International revenues accounted for 19.5% of the Company's pro forma 1994
revenues. Since not all of the Company's revenues and expenses are incurred in
U.S. dollars, the Company's operations have been and may continue to be affected
by fluctuations in currency exchange rates. The Company engages in hedging
activities including foreign currency options and forward contracts, in order to
minimize the ongoing exposure to foreign currency exchange risk with respect to
its foreign source operating income and cash flows. In 1994, the Company
recorded a $1.3 million loss before income taxes for foreign currency contracts
that were finalized or adjusted to market value.

USE OF PROCEEDS

The net proceeds from the sale of the Common Stock by the Company (after
deducting underwriting discounts and commissions and other expenses in
connection with the offering payable by the Company), are approximately $89.9
million (or approximately $104.5 million if the over-allotment option is
exercised in full). The Company intends to use such net proceeds to repay all
borrowings outstanding under the Credit Facility and accrued interest thereon,
and all amounts outstanding under the TASC Loan plus accrued and unpaid
interest. The Credit Facility and the TASC Loan were incurred June 29, 1995 in
connection with the acquisition of Disclosure and its affiliates. See
"Capitalization" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

The Company's $75 million revolving credit facility (the "Credit Facility")
expires on October 15, 2000. Interest on outstanding borrowings under the Credit
Facility is payable at a rate of 1.75% above the current prevailing LIBOR rate
of interest or, at the Company's option, at 0.50% above the higher of the
current prevailing Federal Funds rate plus 0.50% or the prime rate of interest.
At September 30, 1995, $40 million was outstanding under the Credit Facility at
a weighted average interest rate of 8.031%. The total size of the Credit
Facility will not be reduced following the offering and will remain available
for future borrowings, subject to the terms thereunder.

The TASC $15 million unsecured loan (the "TASC Loan") is due June 28, 1996.
Interest on outstanding borrowings under the TASC Loan is payable at a rate of
1.75% above the current prevailing LIBOR rate of interest or, at the Company's
option, at 0.50% above the higher of the current prevailing

9
<PAGE> 10

Federal Funds rate plus 0.50% or the prime rate of interest. At September 30,
1995, $15 million was outstanding under the TASC Loan at a weighted average
interest rate of 7.625%.

The remainder of the net proceeds from the sale of the Common Stock by the
Company of approximately $34.9 million, will be available for general corporate
purposes, including, but not limited to, investments in its existing business
and acquisitions. The Company has no present commitments or agreements as to any
specific acquisition transactions, although the Company is currently engaged in
negotiations regarding a potential acquisition in the financial information area
for an expected purchase price of approximately $13 million plus certain
contingent payments based on the future performance of this business.

The Company will not receive any of the proceeds from the sale of 288,000
shares of Common Stock by the Selling Shareholders. The Company will pay all
expenses incurred in the offering (other than the underwriting discounts and
commissions on the shares sold by the Selling Shareholders).

PRICE RANGE OF COMMON STOCK

The Common Stock is listed on the New York Stock Exchange ("NYSE") and on
the Pacific Stock Exchange under the symbol "PMK." The table below sets forth,
for the calendar periods indicated, the high and low intra-day sales price per
share of the Common Stock as reported on the NYSE Composite Tape.

<TABLE>
<CAPTION>
HIGH LOW
---- ---
<S> <C> <C>
1993
First Quarter................................................................ $16 3/8 $12 3/4
Second Quarter............................................................... 15 3/4 11 5/8
Third Quarter................................................................ 13 3/8 10 3/4
Fourth Quarter............................................................... 13 5/8 10 1/2
1994
First Quarter................................................................ 15 11
Second Quarter............................................................... 14 5/8 11 1/8
Third Quarter................................................................ 13 3/8 11 1/8
Fourth Quarter............................................................... 13 1/4 12 1/4
1995
First Quarter................................................................ 14 1/2 12 3/4
Second Quarter............................................................... 18 3/4 14 1/2
Third Quarter................................................................ 26 1/4 17 5/8
Fourth Quarter (through November 29, 1995)................................... 28 21 7/8
</TABLE>

The closing sales price for the shares of Common Stock as reported on the
NYSE Composite Tape on November 29, 1995 was $27.125.

DIVIDEND POLICY

Since 1988, the Company has not paid cash dividends on its Common Stock.
The Company currently intends to retain its earnings for future growth and
therefore does not anticipate paying any cash dividends in the foreseeable
future. See the Consolidated Financial Statements of the Company and the Notes
thereto incorporated herein by reference concerning restrictions on dividends.

10
<PAGE> 11

CAPITALIZATION

The following table sets forth the consolidated capitalization and cash of
the Company as of September 30, 1995, as adjusted to give effect to the receipt
and application by the Company of the estimated net proceeds to the Company from
the sale of 3,500,000 shares of Common Stock by the Company in the offering and
the exercise of stock options in connection with the offering by the Selling
Shareholders. See "Use of Proceeds." This table should be read in conjunction
with the Company's Consolidated Financial Statements and Notes thereto
incorporated herein by reference.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1995
---------------------------
ACTUAL AS ADJUSTED
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Cash............................................................... $ 11,809 $ 47,571
======== ========
Short-term debt:
Primark Revolving Credit Facility................................ $ 40,000 $ 0
TASC Term Loan due 1996.......................................... 15,000 0
-------- --------
Total short-term debt.................................... 55,000 0
-------- --------
Long-term debt (including current maturities):
Primark Term Loan due 2002....................................... 125,000 125,000
Primark 8.75% Senior Notes due 2000.............................. 111,105 111,105
PSLC 8.82% Senior Note due 2010.................................. 32,440 32,440
Capital lease and other obligations.............................. 4,633 4,633
-------- --------
Total long-term debt..................................... 273,178 273,178
-------- --------
Total debt......................................................... 328,178 273,178
Series A Preferred Stock........................................... 16,874 16,874
-------- --------
Common shareholders' equity:
Common Stock, without par value; 65,000,000 shares authorized;
19,038,865 shares(1) and 22,742,142 shares, respectively,
issued and outstanding at $0.02 stated value.................. 398 468
Additional paid-in capital....................................... 115,177 206,288
Retained earnings................................................ 137,085 137,085
Treasury stock, unearned compensation and cumulative foreign
currency translation adjustment............................... (8,930) (11,071)
-------- --------
Total common shareholders' equity........................ 243,730 332,770
-------- --------
Total capitalization............................................... $588,782 $622,822
======== ========
<FN>

- ---------------
(1) Excludes 4,671,912 shares of Common Stock issuable upon the exercise of
options outstanding under the Company's stock option plans of which
3,663,165 options were exercisable as of September 30, 1995.
</TABLE>
11
<PAGE> 12

<TABLE>
SELECTED CONSOLIDATED HISTORICAL
AND PRO FORMA FINANCIAL AND OPERATING DATA

The following table sets forth selected consolidated historical and pro
forma financial and operating data concerning the Company. With the exception of
(i) the selected data as of September 30, 1995 and for the nine months ended
September 30, 1995 and 1994, (ii) the pro forma data for the nine months ended
September 30, 1995 and the fiscal year ended December 31, 1994 and (iii) the as
adjusted data for September 30, 1995, the "Income Statement Data," "Other
Operating and Financial Data" and "Balance Sheet Data" are derived from
historical consolidated financial statements of the Company. The Company's
consolidated financial statements as of December 31, 1994 and 1993 and for each
of the three years in the period ended December 31, 1994 are incorporated by
reference in this Prospectus and have been audited by Deloitte & Touche LLP,
independent auditors, whose report thereon is also incorporated by reference
herein. The selected financial data as of September 30, 1995 and for the nine
months ended September 30, 1995 and 1994 have been derived from the unaudited
interim consolidated financial statements of the Company incorporated by
reference in this Prospectus. The selected pro forma data are derived from the
Unaudited Pro Forma Consolidated Financial Statements and Notes thereto
appearing elsewhere in this Prospectus. The selected financial data should be
read in conjunction with the Consolidated Financial Statements of the Company
and Notes thereto incorporated herein by reference, the information contained in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Unaudited Pro Forma Consolidated Financial Statements and
Notes thereto appearing elsewhere in this Prospectus.
<CAPTION>
NINE MONTHS
YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
-------------------------------------------------------------------- ---------------------------------
HISTORICAL HISTORICAL
------------------------------------------------------- PRO FORMA -------------------- PRO FORMA
1990 1991(1) 1992(1) 1993 1994 1994(2) 1994 1995 1995(2)
------- -------- -------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT STATISTICAL DATA AND PER SHARE DATA)
INCOME STATEMENT DATA:
Operating revenues.... $12,394 $133,647 $344,959 $444,015 $477,026 $562,600 $352,400 $447,612 $498,888
Cost of services...... 1,262 97,324 251,891 292,942 309,158 355,981 230,739 296,763 322,881
Selling, general and
administrative...... 17,566 36,609 59,622 87,606 102,295 120,086 72,660 83,544 96,625
Depreciation.......... 384 2,218 6,211 10,910 12,091 16,926 8,491 10,514 12,843
Amortization of
goodwill and other
intangible assets... 178 1,401 5,496 15,287 15,446 22,783 11,384 15,612 20,599
------- -------- -------- -------- -------- --------- -------- -------- ---------
Operating income
(loss).............. (6,996) (3,905) 21,739 37,270 38,036 46,824 29,126 41,179 45,940
Interest expense
(income) -- net..... (7,350) (3,963) 3,863 13,799 13,524 28,382 10,171 13,065 19,418
Foreign currency
transaction loss
(gain) -- net....... -- -- (1,130) 1,477 1,329 1,329 1,239 2,184 2,184
Other expense
(income)............ 1,664 (1,231) 2,480 720 (334) 128 (263) 863 916
Income tax expense
(benefit)........... (1,783) 237 7,306 9,545 9,767 9,929 7,994 11,336 11,703
------- -------- -------- -------- -------- --------- -------- -------- ---------
Income from continuing
operations.......... $ 473 $ 1,052 $ 9,220 $ 11,729 $ 13,750 $ 7,056 $ 9,985 $ 13,731 $ 11,719
======= ======== ======== ======== ======== ======== ======== ======== =========
Earnings per share
from continuing
operations(3)....... $0.02 $0.03 $0.41 $0.52 $0.62 $0.28 $0.45 $0.63 $0.53
Net income (loss)
applicable
to Common Stock..... $(5,536) $375 $5,821 $4,087 $12,316 $5,622 $8,909 $12,121 $10,109
Weighted average
shares of Common
Stock outstanding... 19,320 19,689 19,388 19,805 19,909 19,909 19,905 20,097 20,097
OTHER OPERATING AND
FINANCIAL DATA:
EBITDA(4)............. $(6,434) $(286) $33,446 $63,467 $65,573 $86,533 $49,001 $67,305 $79,382
EBITDA as a % of
operating
revenues............ NM NM 9.7% 14.3% 13.7% 15.4% 13.9% 15.0% 15.9%
Capital expenditures
and capitalized
software............ $1,584 $4,922 $8,767 $16,688 $26,988 $33,809 $15,935 $18,215 $21,289
</TABLE>

<PAGE> 13

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, 1995
-------------------------------------------------------- ------------------------
1990 1991 1992 1993 1994 ACTUAL AS ADJUSTED(5)
-------- -------- -------- -------- -------- -------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current assets............................ $148,692 $129,103 $140,392 $124,029 $134,998 $172,343 $208,105
Goodwill and other intangible assets --
net..................................... 49 108,480 301,151 290,013 285,625 469,634 469,634
Property, plant and equipment -- net...... 17,985 29,575 43,357 44,682 53,477 68,996 68,996
Other noncurrent assets................... 40,455 42,630 39,504 38,854 33,816 47,340 47,340
-------- -------- -------- -------- -------- -------- --------
Total assets.............................. $207,181 $309,788 $524,404 $497,578 $507,916 $758,313 $794,075
======== ======== ======== ======== ======== ======== ========
Accounts payable and other current
liabilities............................. $ 6,216 $ 35,043 $ 76,901 $ 80,152 $ 92,201 $137,224 $138,946
Total debt and capital lease obligations
(including current maturities).......... 250 55,182 204,545 169,458 150,833 328,178 273,178
Other noncurrent liabilities.............. 7,749 8,980 24,881 22,960 23,227 32,307 32,307
Series A Preferred Stock.................. -- 15,190 16,522 16,874 16,874 16,874 16,874
Common shareholders' equity............... 192,966 195,393 201,555 208,134 224,781 243,730 332,770
-------- -------- -------- -------- -------- -------- --------
Total liabilities and shareholders'
equity.................................. $207,181 $309,788 $524,404 $497,578 $507,916 $758,313 $794,075
======== ======== ======== ======== ======== ======== ========
<FN>

- ---------------

(1) The Company acquired TASC in August 1991 and Datastream in September 1992.
The financial data for the years ended December 31, 1991 and 1992 include
the operations of TASC and Datastream, respectively, from their date of
acquisition.

(2) Gives effect to the June 29, 1995 acquisition of Disclosure and its
affiliates (the "Transaction"), assuming the Transaction occurred on January
1, 1994. Pro forma 1994 results include the operating results of I/B/E/S
from its June 30, 1994 date of acquisition by Disclosure. The $185 million
portion of the $200 million cash purchase price was financed with: (i) a
$125 million term loan, (ii) $45 million in borrowings under a $75 million
revolving credit facility, and (iii) a $15 million unsecured term loan to
TASC. See "Unaudited Pro Forma Consolidated Financial Information."

(3) Earnings per share represents earnings per common and common equivalent
share before discontinued operations and extraordinary items.

13
<PAGE> 14

PRIMARK CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated financial information presented herein
gives effect to the Company's acquisition of Disclosure and its affiliates. For
purposes of the Unaudited Pro Forma Consolidated Financial Information, the term
"Disclosure" shall mean Disclosure, Incorporated and its affiliates. The
Unaudited Pro Forma Consolidated Statements of Income for the nine months ended
September 30, 1995 and for the year ended December 31, 1994 assume that the
Transaction occurred on January 1, 1994. Accordingly, the pro forma financial
information for the 1995 period is based upon the historical financial
statements of Primark for the nine months ended September 30, 1995 and
Disclosure for the six months ended June 30, 1995. The pro forma financial
information for 1994 is based upon the historical financial statements of
Primark and Disclosure for the twelve months ended December 31, 1994. Certain
reclassifications have been made to the historical income statements of
Disclosure to conform with the historical income statement presentation of the
Company.

The Unaudited Pro Forma Consolidated Statements of Income include the
accounts of Disclosure and give effect to events that are directly attributable
to the Transaction and expected to have a continuing impact on the Company.
Explanations for these adjustments are included in the Notes to the Unaudited
Pro Forma Consolidated Financial Statements.

It should be noted that the Unaudited Pro Forma Consolidated Statement of
Income for the year ended December 31, 1994 only reflects six months of the
historical operating results of I/B/E/S which was acquired by Disclosure in June
1994 and Vestek whose operations were acquired by the Company in June 1994.
Combined, these acquisitions represent less than ten percent of consolidated
operating income. With the exception of this matter, the Company knows of no
specific matters that would cause the unaudited pro forma consolidated financial
information included herein not to be indicative of future operations. However,
such pro forma operating results have been prepared for comparative purposes
only and do not necessarily represent actual operating results that may occur in
the future or that would have occurred had the Transaction been consummated on
the above-mentioned assumed date.

The Company's Unaudited Consolidated Statement of Financial Position as of
September 30, 1995 and Notes 2 and 3 of the Notes to the Consolidated Financial
Statements, as contained in the Company's Form 10-Q for the third quarter ended
September 30, 1995, reflect the Transaction and are incorporated herein by
reference. The Company's Unaudited Pro Forma Consolidated Financial Information
should be read in conjunction with the historical financial statements of
Primark and Disclosure incorporated herein by reference and the information
contained in the Company's "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

14
<PAGE> 15

<TABLE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30, 1995
-------------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

DISCLOSURE
PRIMARK THROUGH
CONSOLIDATED JUNE 30, 1995(a) ADJUSTMENTS PRO FORMA
------------ ----------------- ----------- ---------
<S> <C> <C> <C> <C>
Operating revenues........................ $447,612 $51,356 $ (80)(1) $ 498,888
-------- ------- ------- --------
Operating expenses:
Cost of services........................ 296,763 26,118 322,881
Selling, general and administrative..... 83,544 13,900 (819)(2) 96,625
Depreciation............................ 10,514 2,329 12,843
Amortization of goodwill and other
intangible assets.................... 15,612 3,307 2,686 (3) 20,599
(1,006)(4)
-------- ------- ------- --------
Total operating expenses................ 406,433 45,654 861 452,948
-------- ------- ------- --------
Operating income........................ 41,179 5,702 (941) 45,940
-------- ------- ------- --------
Other income and (deductions):
Investment income....................... 757 339 (625)(5) 191
(280)(4)
Interest expense........................ (13,822) (788) (5,710)(6a) (19,609)
711 (4)
Foreign currency transaction
loss -- net.......................... (2,184) (2,184)
Other................................... (863) (79) 26 (6b) (916)
-------- ------- ------- --------
Total other income and
(deductions)....................... (16,112) (528) (5,878) (22,518)
-------- ------- ------- --------
Income before income taxes and
extraordinary item...................... 25,067 5,174 (6,819) 23,422
Income tax expense (benefit).............. 11,336 2,319 (1,952)(7) 11,703
-------- ------- ------- --------
Income before extraordinary item.......... 13,731 2,855 (4,867) 11,719
Dividends on preferred stock.............. (1,076) (1,076)
-------- ------- ------- --------
Income before extraordinary item
applicable to common stock.............. $ 12,655 $ 2,855 $(4,867) $ 10,643
======== ======= ======= ========
Earnings per common and common equivalent
share before extraordinary item......... $ 0.63 $ 0.53
======== ========
Weighted average common and common
equivalent shares outstanding........... 20,097 20,097
======== ========
<FN>

(a) Amounts for Disclosure represent historical operating results for the six
months ended June 30, 1995. Operating results for the three months ended
September 30, 1995 are included in the Primark Consolidated column.

</TABLE>

The notes to the unaudited pro forma consolidated financial statements are an
integral part of this statement.

15
<PAGE> 16

<TABLE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31, 1994
---------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
PRIMARK PRO
CONSOLIDATED DISCLOSURE ADJUSTMENTS FORMA
------------ ---------- ----------- --------
<S> <C> <C> <C> <C>
Operating revenues........................... $477,026 $ 85,972 $ (398)(1) $562,600
-------- -------- --------- --------
Operating expenses:
Cost of services........................... 309,158 46,823 355,981
Selling, general and administrative........ 102,295 17,791 120,086
Depreciation............................... 12,091 4,835 16,926
Amortization of goodwill and other
intangible assets....................... 15,446 3,388 5,704 (3) 22,783
(1,755)(4)
-------- -------- --------- --------
Total operating expenses................... 438,990 72,837 3,949 515,776
-------- -------- --------- --------
Operating income........................... 38,036 13,135 (4,347) 46,824
-------- -------- --------- --------
Other income and (deductions):
Investment income.......................... 722 174 (722)(5) 76
(98)(4)
Interest expense........................... (14,246) (940) (14,114)(6a) (28,458)
842 (4)
Foreign currency transaction loss - net... (1,329) (1,329)
Other...................................... 334 (575) 113 (6b) (128)
-------- -------- --------- --------
Total other income and (deductions)..... (14,519) (1,341) (13,979) (29,839)
-------- -------- --------- --------
Income before income taxes................... 23,517 11,794 (18,326) 16,985
Income tax expense (benefit)................. 9,767 5,250 (5,088)(7) 9,929
-------- -------- --------- --------
Income from operations....................... 13,750 6,544 (13,238) 7,056
Dividends on preferred stock................. (1,434) (1,434)
-------- -------- --------- --------
Income applicable to common stock............ $ 12,316 $ 6,544 $ (13,238) $ 5,622
======== ======== ========= ========
Earnings per common and common equivalent
share...................................... $ 0.62 $ 0.28
======== ========
Weighted average common and common equivalent
shares outstanding......................... 19,909 19,909
======== ========
</TABLE>

The notes to the unaudited pro forma consolidated financial statements are an
integral part of this statement.

16
<PAGE> 17

PRIMARK CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME

1. CONFORMANCE OF ACCOUNTING POLICY

In connection with the Transaction, Disclosure has changed its accounting
policy with respect to revenue recognition of certain subscription sales to
conform with the policies of Primark Corporation and provide consistency with
its other subsidiaries. The Unaudited Pro Forma Consolidated Statements of
Income (the "Pro Forma Income Statements") give effect to the revenues which
would have been deferred under the revenue recognition policies of Primark
Corporation.

2. NON-RECURRING ADJUSTMENTS

The Pro Forma Income Statements presented exclude the effects of certain
non-recurring charges directly attributable to the Transaction. For purposes of
presenting income from operations before non-recurring charges, the after-tax
extraordinary loss on the early extinguishment of debt of $534,000 was excluded
from the Pro Forma Income Statement for the nine months ended September 30,
1995. Additionally, the Pro Forma Income Statement for the nine months ended
September 30, 1995 has been adjusted to exclude $819,000 of non-recurring bonus
and severance charges incurred by Disclosure which were contingent upon its
acquisition by Primark.

3. AMORTIZATION OF INTANGIBLE ASSETS AND DEBT ISSUE COSTS

The Transaction was accounted for as a purchase. Accordingly, the
Transaction purchase price of $200,000,000 along with approximately $6,076,000
of related acquisition fees, was allocated to Disclosure's tangible and
intangible net assets acquired based upon their estimated fair values.
Allocations made to certain intangible net assets acquired consisted of the
following (in thousands of dollars):

<TABLE>
<CAPTION>
COST LIFE
------- ---------------
<S> <C> <C>
Non-compete covenants............................... $ 2,417 2 to 3.5 years
Database............................................ 2,600 5 years
Unfavorable lease commitment........................ (3,738) 8.5 years
-------
$ 1,279
=======
</TABLE>

These intangible net assets, along with related net deferred tax assets of
approximately $293,000, are being amortized to income on a straight-line basis
over their estimated useful lives (recognition of deferred income tax assets is
reflected in income tax expense (Note 7)). Additionally, the Company allocated
$10,323,000 to net tangible assets and liabilities. The excess of the
Transaction purchase price over the estimated fair value of total net assets
acquired was allocated to goodwill. Of the total $188,105,000 allocated to
goodwill, $16,360,000 was attributed to I/B/E/S and is being amortized to income
on a straight-line basis over 25 years. The remaining portion will be amortized
on a straight-line basis over 40 years.

Approximately $4,737,000 of the total $6,076,000 acquisition fees represent
debt issue costs incurred in connection with obtaining the external financing
for the Transaction (Note 6a). These costs were capitalized and are being
amortized to income over the related debt terms.

The Pro Forma Income Statements give effect to the periodic amortization of
all intangible assets and debt issue costs that would have resulted during the
periods presented.

4. TRANSACTIONS WITH VNU

The Pro Forma Income Statements give effect to the exclusion of
Disclosure's net interest income and expense relative to transactions with its
previous parent company, VNU International Inc. ("VNU") which

17
<PAGE> 18

PRIMARK CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME -- (CONTINUED)

would not have occurred had the Company owned Disclosure for the pro forma
periods presented. Also reflected is the exclusion of goodwill amortization
related to Disclosure's previous acquisitions.

5. INVESTMENT INCOME

Of the $200,000,000 cash consideration paid, along with approximately
$6,076,000 of cash that was paid for debt issue costs and other acquisition fees
associated with the Transaction, $21,076,000 was funded with the Company's cash
balances. Accordingly, had the Transaction occurred on January 1, 1994, the
Company would have earned lower investment income on reduced cash balances due
to the Transaction funding. The Company's consolidated cash balances would also
have been reduced by the payment of principal, interest and bank fees on the
external financing.

The Pro Forma Income Statements give effect to the lower investment income
that would have been earned during the periods presented. Such calculations were
based upon the actual weighted average investment yields earned during those
periods.

6. TRANSACTION FINANCING

a. INTEREST COSTS

The Company obtained $215,000,000 of external financing, of which
$185,000,000 was used to finance the cash consideration paid in the acquisition.
Bank financing was obtained through a $125,000,000 term loan and a $45,000,000
draw on a $75,000,000 revolving line of credit, pursuant to a Term Loan
Agreement (the "Term Loan") and a Revolving Credit Facility (the "Credit
Facility") entered into June 29, 1995. The remaining $15,000,000 of bank
financing was obtained pursuant to a Loan Agreement (the "Loan") dated June 29,
1995 between the Company's wholly-owned subsidiary TASC, Inc. ("TASC") and
Mellon Bank, N.A.

The Credit Facility replaced the Company's prior $75,000,000 credit
agreement due to expire in 1996. The new Credit Facility expires on October 15,
2000. Interest on outstanding borrowings is payable at a rate of 1.75% above the
current prevailing LIBOR rate of interest. For purposes of this presentation,
the outstanding balance on the Credit Facility is presumed to have been reduced
by the net cash sweeps which would have been received from Disclosure. Beginning
in 1997, the Company is eligible for performance pricing adjustments, based upon
meeting certain financial tests, which would reduce the applicable interest rate
margins.

The Company's Term Loan is due June 30, 2002. Principal payments are due
semi-annually commencing on December 31, 1997. For purposes of this
presentation, it is assumed that no principal prepayments were made. Interest on
outstanding borrowings under the Term Loan is payable at a rate of 2.0% above
the current prevailing LIBOR rate of interest.

TASC's Loan is due June 28, 1996. For purposes of this presentation, it is
assumed that semi-annual payments commenced on June 30, 1994. Interest on
outstanding borrowings under the Loan is payable at a rate of 1.75% above the
current prevailing LIBOR rate of interest.

The Pro Forma Income Statements give effect to the periodic interest
charges on the external financing that would have been incurred during the
periods presented.

b. BANK FEES

Commitment fees on the Company's $75,000,000 revolving line of credit are
payable quarterly at a rate of 0.375% per annum on the average daily unused
portion of the facility. For purposes of this presentation, the unused
commitment is based upon the anticipated balance outstanding at the end of each
quarter (See

18
<PAGE> 19

PRIMARK CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENTS OF INCOME -- (CONTINUED)

Note 6a). A $100,000 per annum agent's fee is also payable semi-annually in
advance. The Pro Forma Income Statements give effect to these periodic expenses
that would have been incurred during the periods presented.

7. INCOME TAXES

The Pro Forma Income Statements have been adjusted to reflect the combined
amount that would have been accrued for income taxes had the Transaction
occurred on January 1, 1994.

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<PAGE> 20

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis for the nine months ended September
30, 1995 and for the fiscal year ended December 31, 1994 should be read in
conjunction with "Selected Consolidated Historical and Pro Forma Financial and
Operating Data" and the Company's Unaudited Pro Forma Consolidated Financial
Statements and Notes thereto appearing elsewhere in this Prospectus. The
discussion and analysis for the fiscal year ended December 31, 1994 is extracted
from the Company's Annual Report on Form 10-K for the year ended December 31,
1994 and does not give effect to the acquisition of Disclosure. For financial
reporting purposes, the Company has three segments: the Information Services
segment, the Transportation Services segment and the Financial Services segment.
The Information Services segment is comprised of TASC, Datastream, Vestek,
Disclosure, I/B/E/S and Wellmark Incorporated ("Wellmark"). The Transportation
Services segment is comprised of TIMCO and the Financial Services segment is
comprised of PSLC.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1995

For the three and nine months ended September 30, 1995, Primark reported
net income applicable to Common Stock of $4.3 million ($0.21 per share) and
$12.1 million ($0.60 per share), respectively. These results reflect increases
of 48.4% and 36.1% over the respective 1994 periods.

Primark completed the purchase of Disclosure, I/B/E/S and a 50% interest in
Worldscope on June 29, 1995. The acquisition was accounted for as a purchase,
and as such, the operating results of the acquired companies are included in
Primark's consolidated results from June 29, 1995. While Disclosure and I/B/E/S
positively impacted net income for the three and nine month periods, most of the
increase was the result of improvements in operating income and higher revenue
growth in all of Primark's information and transportation businesses.

Revenues increased 39.4% and 27.0%, for the three and nine months when
compared to the respective 1994 periods. Excluding the revenues of Disclosure
and I/B/E/S, Primark recorded increases of 18.0% and 19.7% for the three and
nine months ended September 30, 1995 over the comparable 1994 periods. For the
three months ended September 30, 1995, Primark's operating income margin was
9.6% compared to 8.6% for the same 1994 period. The improvement reflects the
addition of the recently acquired higher margin businesses into the mix. Net
income for the 1995 third quarter was favorably impacted by a $0.9 million
reduction in currency losses over the 1994 third quarter. The nine month
comparisons were also favorably impacted by the sale of Wellmark in May of 1994
and the elimination of associated losses. The operating improvements in the
third quarter were offset by increased amortization and interest expense related
to the acquisition. Amortization expense increased $3.0 million and $4.2 million
for the three and nine month periods, respectively, compared to the 1994
periods. Interest cost also increased $3.5 million and $3.2 million for the
quarter and year to date periods, respectively, when compared to last year.

The year to date period reflects a net extraordinary loss of $534 thousand
($0.03 per share) related to the write off of deferred bank costs associated
with Primark's revolving credit facility, which was refinanced as part of the
debt incurred to finance the acquisition. Net income before the extraordinary
loss was reported at $13.7 million or $0.63 per share for the 1995 nine month
period.

<TABLE>

OPERATING RESULTS BY SEGMENT

<CAPTION>
THREE MONTHS
ENDED SEPTEMBER 30,
---------------------
1995 1994 CHANGE
------ ------ ------
<S> <C> <C> <C>
(IN MILLIONS)
OPERATING REVENUES:
Information Services.............................. $146.7 $106.6 $40.1
Transportation Services........................... $ 20.3 $ 12.5 $ 7.8
Financial Services................................ $ 1.7 $ 1.9 $(0.2)
OPERATING INCOME:
Information Services.............................. $ 15.1 $ 9.7 $ 5.4
Transportation Services........................... $ 1.6 $ 1.0 $ 0.6
Financial Services................................ $ 1.0 $ 1.1 $(0.1)
</TABLE>

20
<PAGE> 21

<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER 30,
---------------------
1995 1994 CHANGE
------ ------ ------
<S> <C> <C> <C>
(IN MILLIONS)
OPERATING REVENUES:
Information Services.............................. $382.8 $310.3 $72.5
Transportation Services........................... $ 59.6 $ 36.2 $23.4
Financial Services................................ $ 5.2 $ 5.9 $(0.7)
OPERATING INCOME:
Information Services.............................. $ 37.1 $ 26.5 $10.6
Transportation Services........................... $ 5.4 $ 2.6 $ 2.8
Financial Services................................ $ 3.0 $ 3.4 $(0.4)
</TABLE>

The acquisition of Disclosure and I/B/E/S significantly increased the size
and contribution of Primark's information services segment, which reported
increased revenues and operating income of $40.1 million and $5.4 million,
respectively, for the three months ended September 30, 1995. The acquisition
accounted for $25.9 million of the increase in information service revenues for
the current quarter. The year to date revenues and operating income of the
information services segment reflect the results of I/B/E/S and Disclosure from
June 29, 1995 and continued strong sales from Primark's other businesses. With
the acquisition, Primark has now focused its information service segment in two
distinct but related markets within the information services industry, financial
information and applied information technology. The Company's financial
information businesses include Datastream, Disclosure, I/B/E/S and Vestek and
accounted for $59.3 million of the three month revenues. Worldscope is accounted
for by the equity method and therefore is not included in the Company's
revenues.

Within the financial information market, all of Primark's businesses showed
significant revenue growth over the respective 1994 periods. As a result of the
acquisitions of Vestek in June 1994 and Disclosure and I/B/E/S in June of 1995,
only Datastream is comparably represented in both the three and nine month
periods. Datastream's three and nine month revenues increased 13.2% and 19.4%
over the comparable 1994 periods. Because of the relatively weak dollar against
foreign source billings, revenues for the three and nine month periods reflect a
$1.8 million and $6.8 million favorable impact of currencies. Excluding the
effect of currency, Datastream increased year to date revenues 10.8% over the
nine months ended September 30, 1994. Datastream's research product represents
80% of sales and has increased its revenues 15.4% over the comparable 1994 year
to date period. Datastream's new fund management product has continued its trend
of slow sales due to delays in new customer system introductions. Excluding
currencies, all geographic regions served by Datastream reflect year to date
growth over 1994, with the United Kingdom up 3.2%, Continental Europe up 15.9%,
the Pacific basin up 17.3% and North America up 34.0%.

Primark's applied information technology business is represented by TASC
and its subsidiary, WSI. For the three and nine months ended September 30, 1995,
TASC's total revenues grew 12.8% and 12.1%, respectively, when compared to the
same periods of 1994. This growth was accomplished despite the loss of $4.0
million and $12.3 million in Ballistic Missile Defense Organization ("BMDO")
revenues during both respective 1995 periods. TASC's other government
businesses, except for BMDO, grew 18.4% for the quarter and 18.0% year to date.
As of September 30, 1995, TASC's backlog increased 53% to $485 million over the
June 30, 1995 backlog of $316 million. Consistent with the results of the first
two quarters of 1995, TASC's commercial revenues continued to grow over 20% when
compared to last year.

The Company's transportation segment also experienced significant growth in
revenue of $7.8 million (61.7%) and $23.4 million (64.7%) during the 1995 three
and nine months periods, respectively, when compared to the same periods of last
year. Most of this growth is a direct result of expanding TIMCO's hangar
capacity in the fourth quarter of 1994. Because of the strong demand for TIMCO's
maintenance capabilities, Primark has initiated additional hangar expansion set
to be completed and available for operation at the end of the fourth quarter of
1995.

21
<PAGE> 22

The Company's financial service billings are based on plant net of
depreciation, creating decreasing revenues and operating income over time.

TWELVE MONTHS ENDED DECEMBER 31, 1994

Primark reported 1994 net income available for common stock of $12.3
million ($0.62 per share) compared to $4.1 million ($0.21 per share) in 1993. A
significant portion of the $8.2 million improvement is due to a $3.6 million
loss for discontinued operations and a $2.7 million extraordinary loss related
to the 1993 debt refinancing and required write-off of deferred bank charges.
The 1993 loss for discontinued operations was primarily due to the sale of
Westmark Mortgage Corporation ("Westmark") at a loss of $1.6 million. There was
no gain or loss recorded for discontinued operations in 1994. Continuing
operations for 1994 improved $2.0 million over 1993, with information and
transportation services demonstrating improvements in net income over the prior
year.

Primark's total 1994 revenues of $477.0 million grew 7.4% over 1993,
largely due to increased sales at Datastream and growth at TASC. However,
operating income increased only 2.1% in 1994 due to costs associated with
Datastream's expansion in the U.S. market and reduced revenues associated with
TASC's loss of the BMDO contract. The BMDO contract was lost in a competitive
bidding process, with work ending on December 31, 1994. BMDO revenues have been
falling steadily over the past several years. In 1994, TASC recorded BMDO
revenues of $16.5 million compared to $40.6 million in 1993. Had BMDO revenues
remained constant with 1993 levels, Primark's overall revenues for 1994 would
have grown 12.9% and operating income 8.6% over 1993. While the Company is
disappointed that the BMDO contract was lost, it is confident that its revenues
will be replaced by new business, as the Company was able to do in 1994 with a
much larger $24.1 million fall-off of BMDO contract revenues.

Net income for 1994 includes several nonoperating items. The Company sold
Wellmark in May of 1994 for a $1.4 million ($0.07 per share) after-tax profit.
The Company also experienced a loss of $813 thousand ($0.04 per share) on the
restructuring of two notes associated with the sale of Westmark. Accounting
regulations required these costs be recorded in continuing operations. The
Company experienced a $1.3 million pre-tax loss on foreign exchange transactions
in 1994; the year 1993 reflects a similar $1.5 million loss. The currency losses
for both years reflect normal exchange movements in the Company's exposed
currencies and the effect of such movements on essential hedges, as well as
foreign denominated assets.

Net income applicable to common stock for 1993 of $4.1 million decreased
$1.7 million ($0.09 per share) over 1992 earnings of $5.8 million ($0.30 per
share). The decline reflected the $2.7 million loss on extraordinary items noted
above, as well as $1.5 million of increased losses from discontinued operations.
The 1992 discontinued earnings were adversely affected by the sale of General
Transport Systems, Inc. for a loss of $1.5 million, with total discontinued
operations reporting a loss of $2.0 million during 1992. Net income from
continuing operations for 1993 of $11.7 million ($0.52 per share) increased $2.5
million over 1992. The improvement in continuing operations over 1992 was
primarily due to the recording of a full year of Datastream's operations. As
Datastream was purchased in September of 1992, the year 1992 only reflected two
full months of operating results. Partially offsetting the operating results
were increased cost on foreign exchange transactions and interest charges. The
Company incurred $1.5 million of foreign currency losses in 1993 compared to
gains of $1.1 million in 1992. Net interest costs increased $9.9 million in
1993, due to the effect of a full year of Datastream related acquisition debt.
Revenues associated with TASC's BMDO contract decreased from $55.6 million in
1992 to $40.6 million in 1993. Despite this fall-off, TASC was still able to
grow its 1993 revenues by 6.0% with similar improvements in operating income.

22
<PAGE> 23

<TABLE>

OPERATING RESULTS BY SEGMENT

The operating results of the Company's business segments are as follows:

<CAPTION>
FOR YEAR ENDED
----------------------------
1994 1993 1992
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
OPERATING REVENUES:
Information Services................................... $423.2 $395.1 $298.7
Transportation Services................................ $ 46.3 $ 40.8 $ 35.3
Financial Services..................................... $ 7.5 $ 8.1 $ 10.9
OPERATING INCOME:
Information Services................................... $ 36.7 $ 34.8 $ 19.5
Transportation Services................................ $ 3.0 $ 1.6 $ 0.7
Financial Services..................................... $ 4.5 $ 4.7 $ 7.5
</TABLE>

Primark's revenues have increased during each of the last three years, with
a growth rate of 7.4% in 1994 and 28.7% in 1993. In each case, most of the
increase was in the Company's information services segment. The 1993 growth
largely reflects the acquisition of Datastream during the fourth quarter of
1992. Growth of the information segment in all years was adversely affected by
the fall-off in BMDO revenues. As with all government contractors, TASC competes
for many contracts on a competitive bidding basis. Based on TASC's current
backlog, 58.9% of the contracts are one year or less and follow-on contracts may
be subject to competitive bidding. Although the government may cancel its
contracts at its discretion, TASC's history demonstrates few cancellations and a
high rate of renewal on competitively bid contracts. TASC's 1994 revenues grew
5.6% over 1993. Excluding the effects of BMDO, TASC's revenues grew 13.8%,
driven by increased demand of TASC's intelligence customers and excellent sales
in the commercial weather data business. Overall, commercial revenues at TASC
grew over 20% during 1994. Datastream's revenue grew 11.1% in 1994 with some of
the improvement due to a weakened dollar. Excluding the effects of currency,
Datastream's revenue grew 8.5%. Sales improvements were made in most markets
around the world. Continental Europe grew 11.5%, the Far East increased 13.2%.
North America grew 31.9% and the United Kingdom grew 3.2% over 1993. Over the
last several years, Datastream has been implementing a product replacement
program within the United Kingdom based fund management business, which
represents 17.8% of total Datastream sales. While the transition period
continues, which may take another few years, fund management revenues are likely
to be flat or reflect a small decline. Datastream's major product line is
research service, which accounts for 81.9% of total sales. Excluding the effect
of currency, research services revenue grew 11.3% worldwide during 1994 and more
than compensated for a small decline in fund management revenues. Operating
income from the information services segment did not grow as rapidly as
revenues, due to the effects of TASC's BMDO contract and investments in
Datastream, particularly in new products and in expansion in the United States.

The transportation services segment consists solely of TIMCO and reflects a
growth rate of 15.7% in 1993 and 13.5% in 1994. Continued growth is anticipated
with the addition of a new hangar facility in the fourth quarter of 1994, which
added three operating bays and increased capacity by over 80%. TIMCO has also
shown growth in operating income over the last three years due to improved
utilization of the facility and workforce. The financial services segment is
represented by PSLC, which has underground gas storage assets leased on a
long-term basis to a major natural gas pipeline operator. Because the leases
provide for a return on net plant, revenues decline each year as additional
depreciation charges are made. This trend has continued for each of the last
three years.

INFLATION AND FOREIGN EXCHANGE RISK

Inflation is not a significant factor in evaluating the financial results
of the Company's domestic or foreign operations. Throughout 1994, the Company
entered into various financial instruments, including foreign currency options
and forward contracts, in order to minimize the ongoing exposure to foreign
currency exchange risk with respect to its foreign source operating income and
cash flows. The Company recorded $1.3

23
<PAGE> 24

million of losses before the effects of income taxes in its income statement for
foreign currency contracts that were finalized or adjusted to market value.
However, the effects of currency exchange transactions, including the currency
hedging contracts, was a positive $477 thousand on cash flows.

CAPITAL RESOURCES AND LIQUIDITY

NINE MONTHS ENDED SEPTEMBER 30, 1995

During the nine months ended September 30, 1995, cash and cash equivalents
decreased $8.3 million. The most significant cause for the decline in cash
equivalents was the June 29, 1995 purchase of Disclosure and I/B/E/S. The cost
of this purchase consisted of a cash payment of $200.0 million for the stock of
Disclosure, as well as $6.1 million of acquisition costs and related fees. To
fund the acquisition, Primark borrowed $185.0 million of senior bank debt and
utilized $20.3 million of cash on hand at the closing date.

Cash flows from operating activities provided $27.9 million of cash during
the nine months ended September 30, 1995. The 1995 operating cash flows
represent a decrease of $15.4 million over the 1994 nine months period.
Significant income growth from operations was offset by working capital uses and
interest costs. Working capital uses of $5.4 million reflect increased accounts
receivable, resulting from increased revenues. Exclusive of the Disclosure
acquisition, billed and unbilled receivables increased $14.5 million. The
increase in receivables was partially offset by currently accrued liabilities.

Financing activities provided most of the cash necessary to fund the
acquisition of Disclosure and I/B/E/S. In connection with the funding of the
acquisition, Primark and one of its subsidiaries entered into three separate
credit agreements providing a total of $215.0 million of available credit
capacity, of which $185.0 million was used to complete the transaction. The
first facility represents a $125.0 million seven year amortizing senior term
loan, maturing in June, 2002. Principal installment payments are due
semi-annually commencing in December, 1997. The applicable interest rate is
variable and calculated as either 200 basis points over LIBOR or 75 basis points
over a base prime rate at Primark's option. Secondly, Primark restructured its
$75.0 million revolving credit agreement extending its availability through
October, 2000. The interest rate on the revolving credit facility remains at the
prior level of 175 basis points over LIBOR or 50 basis points over prime.
Primark drew $45.0 million of the available revolving credit to fund the
acquisition. Finally, Primark's subsidiary, TASC entered into a $15.0 million
one year term loan maturing in June of 1996, with an interest rate of 175 basis
points over LIBOR or 50 basis points over prime. Both the Primark term loan and
the revolving credit facility have performance pricing options. None of the
facilities have penalties for prepayment. Primark has paid down $5.0 million of
the revolving credit facility, leaving a balance of $40.0 million as of
September 30, 1995.

The effect of incurring the acquisition debt increased Primark's debt to
capitalization ratio from 38.4% at December 31, 1994 to 55.7% as of September
30, 1995. To eliminate some of the risk associated with the variable rate debt,
on August 1, 1995 Primark entered into an $18.3 million four year amortizing
swap agreement which had the effect of fixing the LIBOR rate at 6.1%. This
agreement expires in December of 1999. The Company will continue to monitor
interest rate movements and hedge the remaining variable debt as appropriate.

Shortly after Primark announced the acquisition and associated senior debt
used to fund the purchase, Standard & Poor's, as well as Moody's Investor
Services, placed Primark on credit watch. Subsequently, Standard & Poor's
announced that it lowered its rating of Primark's $112.0 million 8 3/4% senior
unsecured public issue to "double B minus". Standard & Poor's also noted that it
affirmed Primark's overall corporate rating of "double B" and removed both
ratings from credit watch. Prior to this action by Standard & Poor's, both
ratings had been "double B". Standard & Poor's noted that the action was
necessary due to the new level of secured credit issued in conjunction with the
acquisition of the Disclosure and I/B/E/S. Moody's Investor Service has not yet
made its determination of the effect the acquisition and the new credit
facilities will have on the Company's ratings.

Investing activities used $217.6 million of cash during the nine months
ended September 30, 1995, compared to uses of $12.6 million during the 1994
period. Most of the increase reflects the purchase of Disclosure and I/B/E/S for
$200.0 million in cash plus acquisition costs and fees. Capital expenditures
used

24
<PAGE> 25

$14.9 million through the first nine months of 1995, which represents an
increase of $3.5 million over the nine months ended September 30, 1994. Most of
the increase in capital expenditures for the three and nine month periods was
related to the newly acquired companies and for construction of TIMCO's third
hangar. The TIMCO hangar is expected to cost $4.4 million and is anticipated to
be completed during the fourth quarter of 1995.

The availability under the revolving credit facility coupled with continued
strong cash flows from Primark's existing and acquired operations, allows the
Company to be confident that it has the liquidity necessary to take advantage of
internal and external investing opportunities.

Subsequent to the end of the third quarter, on November 1, 1995 Primark
announced its intention to issue 3.5 million shares of Common Stock in a public
offering scheduled to close during the fourth quarter of 1995. The proceeds will
be used to pay off the $15 million TASC term loan, the remaining balance of the
revolving credit loan, both incurred to finance the acquisition of Disclosure,
and for general corporate purposes. The fourth quarter cash requirements
typically are Primark's highest demand throughout the year and as such, will
consume a significant portion of the offering proceeds. The undrawn $75.0
million of revolving credit will continue to be available and enhance Primark's
liquidity. The issuance of Common Stock to repay debt will significantly improve
Primark's leverage ratios.

25
<PAGE> 26

BUSINESS

GENERAL

Primark is an international company engaged principally in the information
services industry serving two primary markets, Financial Information and Applied
Information Technology. The Company's Financial Information businesses consist
of the operations of Datastream International Limited and it affiliates
("Datastream"), Disclosure, Incorporated ("Disclosure"), I/B/E/S International,
Inc. ("I/B/E/S"), Vestek Systems, Inc. ("Vestek") and Worldscope/Disclosure
Partners ("Worldscope"). Through its Financial Information businesses, Primark
develops and markets value-added database products which provide financial and
economic information on established and emerging markets worldwide, as well as
proprietary analytical software for the analysis and presentation of such
information. Customers of the Financial Information businesses include
investment managers, investment bankers, accountants, financial professionals,
lawyers, professional researchers and librarians in 52 countries. The Company's
Applied Information Technology activities, conducted through TASC, Inc.
("TASC"), provide a broad spectrum of technology-based information services and
products primarily to U.S. government agencies involved in national security and
intelligence related activities. TASC also serves the weather information market
through its subsidiary WSI Corporation ("WSI"), and has a growing commercial
business, including initiatives in document management, environmental
surveillance, aviation systems and multi-media markets. Primark also owns
businesses involved in aircraft maintenance and natural gas storage leasing.
Primark is a global business with pro forma 1994 revenues and pro forma 1994
EBITDA of $562.6 million and $86.5 million, respectively. International revenues
represented 19.5% of the Company's pro forma 1994 revenues.

Commencing with Primark's acquisition of TASC in 1991, the Company embarked
on a strategy of combining information technology expertise with proprietary
data content to serve the increasing information requirements of its customers
with value-added products. The Company focused its strategy on the financial
information market through its acquisitions of Datastream in 1992 and Vestek in
1994, while divesting certain of its non-core operations. Primark significantly
expanded its domestic presence in financial information content services through
the June 1995 acquisition of Disclosure and its subsidiary, I/B/E/S. As a result
of this strategic transition and internal growth, the global Financial
Information businesses represented 34.8% of Primark's pro forma 1994 revenues
and 59.9% of pro forma 1994 EBITDA.

BUSINESS STRATEGY

Primark's primary objective is to maintain robust growth in its core
information technology businesses. Primark intends to gain additional growth
through the integration of data content from its various companies with software
tailored to the needs of specific niche markets. The Company believes it has a
number of competitive advantages including:

- Leading edge technology -- TASC-developed information technology provides
the Company with: (i) superior information technology platforms for
product delivery; (ii) state-of-the-art computer system architecture to
enhance the internal productivity of all Primark businesses; and (iii)
software, communications and computing capabilities to assist the
Company's customers in meeting their own information technology
requirements.

- Unique data content -- Primark's financial and weather information
businesses possess a comprehensive collection of accurate databases
necessary for their customers' operations. Primark invests

26
<PAGE> 27

significant resources to ensure that its data: (i) encompasses the needs
of its customers; (ii) is reliable and accurate; and (iii) is delivered
in a timely fashion for customer use.

- Proprietary analytics and applications -- Primark delivers its data with
proprietary analytical tools and applications designed to enhance the
customer's effective use of the data.

- Integrated financial information product offerings -- Following the
Company's recent acquisition of Disclosure and I/B/E/S, Primark is able
to offer its customers a more comprehensive range of global financial
information to enhance their investment decisions. Primark can provide
its customers with historical and current company accounts, securities
prices, financial documents, country and industry economics, earnings
estimates and associated financial accounting and investment software.

- Strong name recognition -- Primark has assembled a group of companies
with well recognized names in their fields of operations. TASC,
Datastream, Disclosure, I/B/E/S, Vestek, Worldscope and WSI are widely
recognized in their respective markets for quality, dependability and
technological innovation.

Primark's business strategy is to capitalize on these and other business
strengths to pursue growth opportunities, including the following:

- Rapid expansion of global investing by U.S. institutions -- Primark's
comprehensive international financial and economic databases ideally
position the Company to capitalize on the current trend toward global
investing and attendant demand for foreign financial information. In the
United States alone, according to Intersec Research, international assets
held by pension funds grew at a compound annual rate of 33.7% from $94
billion in 1990 to $300 billion in 1994. By 1999, these international
assets are expected to grow by 19.3% annually to $725 billion.

- Cross-selling of Primark's financial information products -- Primark's
acquisitions of Disclosure, I/B/E/S and Vestek have provided Datastream
with an extensive customer base and network of sales and support offices
reaching the community of U.S. financial institutions and investors.
Similarly, Datastream's extensive international sales and customer
support organization provides Disclosure, I/B/E/S and Vestek with access
to investment communities around the world. Datastream's U.S. revenues
and Disclosure's international revenues grew at compound annual rates of
19.0% and 42.8%, respectively, from 1992 to 1994, to $7.5 million and
$5.8 million, respectively.

- Commercial applications of information technology developed under
government contracting -- Primark is pursuing numerous commercial
business initiatives which will leverage its government-developed
information technology. TASC utilized its satellite imaging,
communications, database and workstation technology as the foundation for
WSI's weather information business. TASC has also focused on document
imaging, environmental surveillance, aviation systems and interactive
multi-media to extend its information technology expertise. From 1991 to
1994, TASC's commercial revenues grew at a compound annual rate of 24.1%,
from $20.2 million to $38.7 million.

- Access new customers through electronic distribution -- The Company is
rapidly expanding its ability to reach individual investors through
electronic distribution channels. Recently, the Company entered into
distribution agreements with America Online and The Microsoft Network,
and inaugurated an Internet service. Primark currently has data
distribution agreements with 56 third party vendors.

- U.S. government demand for information technology -- U.S. government
initiatives to reduce national security spending are expected to continue
to provide a strong impetus to TASC's growth. The U.S. government is
increasingly relying on information technology in areas such as: (i)
battlefield simulations in lieu of live exercises; (ii) backfitting of
existing hardware with superior information technology, e.g. "smart"
weapons, in lieu of new program/hardware development; (iii) computer-
based analysis and testing instead of hardware prototypes; and (iv)
logistical support. TASC's government revenues grew at a compound annual
rate of 15.0% from 1992 to 1994, excluding the effect of BMDO contract
revenues. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

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<PAGE> 28

The Company intends to continue its expansion through internal growth and
acquisitions to complement its Financial Information and other data content
businesses.

INFORMATION SERVICES SEGMENT

Primark's information services segment serves two primary markets,
Financial Information and Applied Information Technology. The operations of
Datastream, Disclosure, I/B/E/S, Vestek and Worldscope provide the financial
information markets with economic and financial information and analysis of the
information through proprietary software. TASC's applied information technology
activities provide a broad range of technology-based information services and
products, primarily to U.S. government national security and intelligence
agencies and, increasingly, to commercial customers.

FINANCIAL INFORMATION MARKET

Primark's Financial Information businesses provide a broad range of unique
database products, delivery systems, software and support services to meet the
rapidly growing demand for global financial and economic data and analytics by
financial and investment professionals worldwide. A significant percentage of
Financial Information revenues are generated under annual subscriptions or
service agreements with historical renewal rates exceeding 90%. Of the Company's
pro forma 1994 revenues attributable to the Financial Information businesses,
55.1% were generated by sales to customers outside the United States.

DATASTREAM
Founded in 1964 and acquired by Primark in 1992, Datastream provides
on-line historical economic and financial information, along with proprietary
analytical software for accessing and manipulating such information. Datastream
is also a leading provider of computer-based investment valuation and fund
services in the United Kingdom. Datastream's customers include approximately
1,600 financial organizations in 45 countries, including investment bankers,
brokers, pension and money fund managers and insurance companies that use
financial and economic information for investment research and analysis. Other
users include publishers of financial journals and daily newspapers, business
schools and universities. Approximately 93% of Datastream's 1994 revenues were
derived from outside the United States.

The core of Datastream's operations is its centralized data system which
maintains a series of linked databases of extensive international economic and
financial data collected from wire services, official publications of national
and international agencies, stock, options and futures exchanges, other
information vendors, brokers, dealers, banks and issuers. Customers have on-line
access to Datastream's databases through personal computers, networks or
workstations. Datastream's products and services enable customers to perform
extensive investment research and analysis, investment administration and
portfolio valuations on securities in all major markets, and to produce
graphics, statistics and time series analysis and perform other analytical
functions.

Datastream's customers typically subscribe through annual contracts. These
contracts are automatically renewed, unless notice of cancellation is given two
months before the annual renewal date. None of Datastream's customers
contributes more than 3% of Datastream's total revenues. Datastream has
experienced historical renewal rates for its subscription services of over 90%.

Datastream's products and services fall into two principal
categories -- investment research and fund management services.

Investment research services accounted for approximately 86%, 82%, 80% and
77% of Datastream's total revenues for the nine months ended August 31, 1995 and
the fiscal years ended November 30, 1994, 1993 and 1992, respectively. These
services consist of a set of software programs to manipulate, analyze and
present financial and economic information obtained from Datastream's databases.
The software is designed to facilitate the customers' access to data from any of
Datastream's databases, and to manipulate this data in a variety of
pre-programmed and pre-formatted ways, such as graphs, regressions and tables.

Fund management services accounted for approximately 14%, 18%, 20% and 23%
of Datastream's total revenues for the nine months ended August 31, 1995 and the
fiscal years ended November 30, 1994, 1993 and 1992, respectively. Fund
management services provide investment accounting, portfolio valuation and

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performance measurement activities predominantly to fund managers, unit trusts,
mutual funds and portfolio managers located primarily in the UK. Other customers
include UK clearing banks, insurance companies and international financial
institutions. During 1994 Datastream introduced a new investment accounting
system capable of being installed onto customers' personal computers and linked
directly to Datastream's securities database.

A critical component of Datastream's business is the data itself.
Datastream's principal supply requirements are for raw financial data which are
acquired from numerous data suppliers worldwide and developed internally. Once
acquired, the data are edited and stored in Datastream's databases for access
and manipulation through Datastream's applications and value-added software
programs. Data suppliers generally retain ownership of the raw data, but allow
Datastream and its customers the use of such data. Datastream places great
importance on the quality of its data and has developed a program to
continuously review its data sources to ensure quality, control and continuity.
Wherever possible, Datastream develops multiple sources of data to provide
backup and cross checking.

Data relating to equities include pricing information for earnings and
dividends on approximately 42,000 stocks from 58 countries including all major
markets and a number of emerging markets. This data include historical earnings
and dividend data, as well as forecast data supplied by market specialists. Data
relating to bonds include maturity and yield on approximately 88,000 corporate
and government bonds from 42 countries, all Eurobonds and related indices.
Datastream's financial information data covers 13,000 companies worldwide. Data
relating to futures and options include current prices, previously traded
prices, trading volume and intra-day high and low values from the international
options and futures exchanges, including LIFFE (London), MONEP and MATIF
(Paris), SOFFEX (Switzerland), EOE (Amsterdam), DTB (Germany), Chicago and
Philadelphia.

Datastream has included databases from both I/B/E/S and Worldscope as an
integral part of its investment research services. Consequently, it has helped
these two companies gain additional customers, as well as customers new to
Datastream. Datastream has also installed the full Disclosure index on its
on-line system, and offers index searches and electronic ordering of hardcopy
documents to Datastream users. Vestek is also developing investment management
software products which will be marketed and supported by Datastream's European
sales and service personnel.

DISCLOSURE
- ----------
Founded in 1968, Disclosure was acquired by the Company on June 29, 1995.
Disclosure is the leading provider of "as reported" and abstracted financial
information in the U.S. market, covering over 16,000 U.S. companies and 13,000
foreign companies, derived from a variety of government and third-party sources.
Disclosure's document and database services are provided on a subscription and
demand basis through electronic media such as on-line terminals and compact
laser disks, as well as through printed products. Disclosure's customer base
includes the majority of U.S. investment banks, law and accounting firms,
together with other institutions and individuals performing financial research.

Disclosure's offering of financial information includes a wide spectrum of
SEC documents, such as Forms 10-K and 10-Q, proxy statements, registration
statements and material event reports, as well as non-SEC documents such as U.S.
and foreign annual reports. Disclosure's archival collection totals more than
four million documents dating back to 1968. The information included in
Disclosure's products is obtained through contractual relationships with the SEC
and major stock exchanges, as well as commercial acquisition of the information.
Disclosure's current contract with the SEC expires in 1996; however, it is
expected that the necessary SEC information would be available on a reasonable
basis in the absence of such contract. Once acquired, Disclosure indexes, tags
and formats the information to allow for ease in navigation, searches and
analysis. This information is then delivered to clients through a variety of
products including Laser D (an image-based CD-ROM product), Compact D (a
searchable electronic database on CD-ROM), on-line distribution channels and
printed products.

Subscription services accounted for 51% and 50% of Disclosure's revenues
for the nine months ended September 30, 1995 and the year ended December 31,
1994, respectively. Disclosure has experienced renewal

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<PAGE> 30

rates for its subscription services in excess of 90%. The remainder of
Disclosure's revenues are predominantly derived from sales at Disclosure's
Demand Centers. No single customer accounts for more than 5% of Disclosure's
revenues. Disclosure's products fall into two major categories: document
services and database services.

Disclosure's document services provide financial documents via paper,
microfiche, and an image-based CD-ROM product. The delivery of document-based
information is handled through Disclosure's Demand Centers, as well as the Laser
D and Access Disclosure product lines. Demand Centers fulfill orders for paper
copies of SEC, non-SEC and international documents at prices which range from
$14 to $100 per document depending on document type and timeliness of delivery.
The Demand Centers are staffed by research specialists who assist customers in
locating requested information and provide alert services for customers who want
early identification of specified documents. In 1994, Disclosure delivered over
800,000 documents through its Demand Centers network. Laser D is a multi-disc
CD-ROM document database which provides a desktop library of information to high
volume document users who require instant access to documents filed with the
SEC, banking agencies and U.S. and foreign stock exchanges. Access Disclosure
offers on-line delivery of Disclosure's unique proprietary electronic index of
public company documents and access to the SEC's EDGAR filings. Access
Disclosure provides desktop searching and ordering for all public filings made
with the SEC and other agencies since 1968. Approximately 81% and 83% of
Disclosure's total revenues were derived from document services for the nine
months ended September 30, 1995 and the twelve months ended December 31, 1994,
respectively.

Disclosure's database segment provides products which can be machine read
and manipulated by the end users. The products are delivered on CD-ROM disks and
through a growing list of third party on-line vendors. The Company's EdgarPlus
product contains all EDGAR filings from 1993 to present and full text filings
back to 1987 through Disclosure's SEC On-line product, all of which have been
enhanced with value-added navigational and formatting tags. The SEC On-line
product had been creating EDGAR type databases prior to the EDGAR project's
implementation by the SEC. The Compact D/SEC Database is an abstracted database
containing a collection of company profiles and financial statements on over
11,000 U.S. public companies, indexed and organized for searching and screening.
It is a leading U.S. companies database for the reference market with over 1,100
clients. The Company also delivers other products such as the New Issues
Database, which is a collection of abstracted information on security
registrations and initial public offerings and Compact D/Canada, which provides
information on 10,000 Canadian companies. Approximately 19% and 17% of
Disclosure's total revenues were derived from database services for the nine
months ended September 30, 1995 and the year ended December 31, 1994. See
Amendment No. 2 on Form 8-K/A dated October 26, 1995 to the Company's Current
Report on Form 8-K dated July 3, 1995 which includes the historical financial
statements of Disclosure.

I/B/E/S
- -------
I/B/E/S is a leading source of global earnings estimates for investors,
financial institutions and portfolio managers worldwide. I/B/E/S collects and
processes earnings per share estimates provided by 6,700 individual securities
analysts representing approximately 770 firms on 16,000 companies globally. The
estimates and related data are delivered through third party distributors,
I/B/E/S Express (a proprietary software delivery system) and in printed
publications. Approximately 72% of I/B/E/S' 1994 revenues were derived through
annual subscription contracts and 28% through soft dollar arrangements. Many
I/B/E/S products permit the customer to perform manipulative functions and are
enhanced by analytics and graphics.

I/B/E/S, founded in 1971 and acquired by Disclosure in June 1994, serves
over 1,000 customers worldwide. I/B/E/S customers are represented by financial
institutions and portfolio managers, with particular strength in the
quantitative analysts who access and download information directly into
analytical models. I/B/E/S products are also sold to end users, such as
management consultants and traditional investment analysts who utilize I/B/E/S
for general research. No customer contributes more than 2% of I/B/E/S' total
revenues.

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VESTEK
- ------
Acquired by Primark in June 1994, Vestek develops, markets and supports
investment information services and application software used to manage, analyze
and optimize institutional portfolios of equity, fixed income and other
financial instruments. Vestek also provides consulting services for investment
managers and plan sponsors. Vestek currently serves over 200 clients in five
countries, including major banks, plan sponsors, consultants, insurers and
investment managers. The majority of Vestek's revenues are derived from on-line
services. None of Vestek's customers contributes more than 8% of Vestek's total
revenues.

WORLDSCOPE
- ----------
Worldscope contains a collection of descriptive profiles and detailed
financial statements on over 11,900 companies in 45 countries. Worldscope is
indexed and organized for cross-border screening and searching. In addition to
its global database, Worldscope offers an emerging market database. Worldscope
products are delivered via third party distributors, CD-ROM and on-line
platforms. Worldscope is a partnership owned 50% by the Company and 50% by
Wright Investors' Service.

TRADEMARKS
- ----------
Primark's financial information companies hold numerous trademarks
worldwide which are subject to continuous renewal for periods ranging up to 20
years. These trademarks are significant to the Company's business, and are
registered in all of the Company's major markets to ensure recognition among its
many global trading customers.

MARKETING
- ---------
The products and services of Primark's financial information companies are
marketed worldwide. Datastream is headquartered in London, England and has sales
and support offices located in Germany, France, Italy, Switzerland, The
Netherlands, Sweden, Japan, Hong Kong, Singapore, Australia, Korea, Canada and
the United States.

Disclosure, headquartered in Bethesda, Maryland, markets and distributes
its products, predominantly in the United States. In addition to employing a
domestic and international sales force, Disclosure extends its sales and
marketing reach with Demand Centers strategically located in the major financial
centers including ten offices in major U.S. cities and several international
locations including London, Frankfurt, Madrid, Paris, Milan, Hong Kong, Mexico
City and Tokyo.

I/B/E/S, headquartered in New York City with offices in London and Tokyo,
delivers its products directly to customers via state-of-the-art electronic
delivery media. I/B/E/S Express, the fastest growing delivery mechanism, is a
PC-based proprietary software, database management and communications package.
I/B/E/S also offers its products through a network of more than 30 electronic
third party distributors, including FactSet, OneSource, Datastream, FAME,
Bloomberg, Reuters, Telerate and CompuServe. These third party distributors
offer I/B/E/S a mechanism to reach new markets and link I/B/E/S data to other
databases and applications software.

In addition, Datastream is marketing and selling I/B/E/S products in Asia
and plans to market and sell Disclosure products in both Asia and Europe in the
near future.

No single customer of the Financial Information businesses accounts for
more than 5% of the Company's consolidated revenues.

COMPETITION
- -----------
The global financial information industry is highly competitive. The
advancement of electronic delivery via on-line vendors and the Internet has
further impacted the competitive environment in the financial information
market. There are many large and successful companies in the financial
information services industry which supply financial data competitive to
products and services provided by Primark's Financial Information businesses.

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<PAGE> 32

Principal competitive factors include the quality, reliability and
comprehensiveness of the analytical services and data provided, flexibility in
tailoring services to client needs, experience, innovation, the capability of
technical and client service personnel, data processing and decision support
software, reputation, price and geographic coverage. Primark distinguishes its
products through its broad international coverage, wide range of databases, high
accuracy of the data, proprietary software applications, reputation, experience
and quality of customer support provided.

I/B/E/S competes on quality, depth and breadth of data, price, accuracy and
timeliness of delivery. I/B/E/S' major direct competitor is First Call, a unit
of the Thomson Corporation. While First Call provides certain services not
currently offered by I/B/E/S' products, I/B/E/S believes its products are more
globally comprehensive and provide a unique historical database for analysis and
backtesting.

APPLIED INFORMATION TECHNOLOGY MARKET

TASC
- ----
TASC was founded in 1966 by a group of PhD's from the Massachusetts
Institute of Technology to provide solutions to complex analytical and
technological problems. Concentrating on the application of leading-edge
information technology, TASC now provides a broad spectrum of products, services
and systems primarily to U.S. government organizations responsible for
intelligence and national defense activities. Growing demand for information
technology support has increased TASC's government and commercial customer base,
both in the United States and internationally.

Primark acquired TASC in August 1991 as the information technology
cornerstone of its planned information services business. Primark recognized
that not only would the U.S. government have greater needs for information
technology but also that TASC was capable of expanding its customer base to many
other organizations. Technology developed by TASC under U.S. government
contracts could be readily applied to create new products and services and to
assist commercial organizations in improving internal performance as well as
service to their own customers. For example, using internally developed imaging,
database, communication and workstation technologies, TASC has leveraged its
weather information subsidiary, WSI, into a leading market position.

As Primark has acquired data content companies such as Datastream,
Disclosure, I/B/E/S and Vestek, it has used TASC to assist these acquisitions in
a variety of ways. TASC has participated in the development of technology
platforms that are used to deliver data and software to Financial Information
customers and, in one case, undertook turn-key development of a new product
platform, Easystream. TASC has also played a vital role in planning and
development of the internal computer systems architecture and world-wide
communications networks used by Primark's Financial Information businesses.

Finally, TASC has assisted the customers of the Financial Information
businesses with their own internal information technology requirements, often
involving the integration of data from Primark with internal databases and other
third-party data. To accomplish these various objectives, personnel from TASC
consult on a reimbursable basis for periods of up to one year or TASC enters
into contracts with other companies within Primark.

TASC maintains its leadership in information technology in two principal
ways. First, TASC's core business involves the design and development of
advanced systems that encompass various information technologies, including
database development and access, software engineering, information system
architecture design, simulation and modeling, signal processing and visual
computing. While this work keeps TASC at the leading edge, TASC also receives
research contracts sponsored by U.S. government agencies to develop these
technologies further. In addition, TASC conducts its own internal research and
development programs. Total TASC research spending has historically exceeded $30
million annually. TASC has built the information technology research area as an
independent revenue source and uses the results of such research to continue to
support other business areas of TASC and the Company.

Second, TASC recruits top talent from leading universities, research
laboratories and businesses, retaining these individuals by providing
challenging work in a stimulating atmosphere. Of TASC's 2,437 em-

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ployees as of September 30, 1995, approximately 82% were professional or
technical personnel, the majority of which hold advanced degrees in engineering,
computer science, mathematics, earth and environmental sciences, business or
economics. TASC maintains 27 offices in the United States and abroad to provide
its customers with ready access to its personnel. The recognized quality and
professionalism of TASC's staff in providing unique information technology
solutions to both governmental and commercial customers have contributed to
TASC's record of 29 years of uninterrupted growth in revenues.

For the nine months ended September 30, 1995 and the years ended December
31, 1994, 1993 and 1992, respectively, approximately 50%, 57%, 60% and 72% of
Primark's consolidated historical revenues were derived from contracts that TASC
holds with U.S. government agencies and from subcontracts with U.S. government
prime contractors.

Government Business

TASC's strategy with its U.S. government customers is to provide high value
through the design, development and implementation of major systems that will
enable these customers to perform their missions in a superior manner and at
lower cost. Through the experience and qualifications of its personnel and its
history of performing top quality work, TASC is able to command higher prices
and margins than many competitors. However, TASC believes its solutions provide
the lowest overall cost to customers since systems provided through TASC are
typically completed within schedule and budget, and most importantly, combine
state-of-the-art capabilities with reliable performance.

In many cases, TASC assists its U.S. government customers with the
determination of future requirements, assessments of technical feasibility, cost
estimates and systems design. Work of this nature is often termed systems
engineering, and involves mathematical modeling of complex systems development,
risk assessment, cost-performance tradeoffs, engineering, management information
systems development and decision support services.

Once a system has been designed and approved for procurement, TASC
frequently supports its customers in the development, testing and deployment of
such systems. Work of this nature is called program management support. TASC
participates in structuring requests for proposals and in evaluating responses.
Once contractors have been selected, TASC supports its government customers in
overseeing the performance of these contractors. In addition to continuing much
of the systems engineering work described in the preceding paragraph, TASC
performs configuration control, testing and independent validation and
verification, along with maintaining the management systems used to monitor
cost, schedule and performance. TASC has developed its own tools, models,
software and methods to perform both systems engineering and program management
support.

In performing systems engineering and program management support work, TASC
acts as an "extension" of the government organization management team,
supporting them in their responsibilities to manage multiple contractors to
create complex operational systems. TASC has tended to align itself with a wide
variety of long-term classified government programs of significant national
importance. TASC helps government managers in their oversight of these programs
and in sustaining technological superiority by moving systems from one
generation to the next.

Systems engineering and program management support comprise the majority of
TASC's work for the U.S. government, but TASC also builds and implements
turn-key systems itself. This work, called specialized information system
integration, is usually done by integrating commercial hardware and software
programs with TASC-developed custom software.

Due to its technology and management expertise, TASC is also called upon to
provide analytical studies and evaluations of various technical, organizational
and policy issues for U.S. government customers in areas of defense,
intelligence, arms control, economic assessment, procurement and manufacturing.
For use in manufacturing applications, TASC has developed unique analytical
tools and databases to measure the cost and effectiveness of government
incentive strategies and defense system warranties. For example, TASC

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authored the recent "Perry" study (named after Secretary of Defense Perry) on
the cost of U.S. government regulations in the procurement process.

TASC has successfully grown its U.S. government business revenues in the
face of national security spending cutbacks through the company's emphasis on
leading edge technology and its application to critical missions. As the U.S.
government has shifted to using information technology to maintain an adequate
defense posture with fewer resources, TASC has increased its emphasis on
surveillance, command/control communications, simulation, "smart weapons" and
the integration of tactical and strategic intelligence.

The following are certain important characteristics of TASC's business with
the U.S. government:

Concentration. Approximately 87%, 88%, 89% and 89% of TASC's revenues for
the nine months ended September 30, 1995 and the years ended December 31, 1994,
1993 and 1992, respectively, were derived from contracts held by TASC with U.S.
government agencies and from subcontracts with U.S. government prime
contractors. TASC's revenues from its three largest contracts with the U.S.
government comprised approximately 23%, 26%, 32% and 34% of TASC's total revenue
for the nine months ended September 30, 1995 and the years ended December 31,
1994, 1993 and 1992, respectively. No other single customer accounted for 10% or
more of TASC's or Primark's consolidated revenues for these periods.

Government Security Clearances. TASC is involved in a number of classified
programs and its ability to maintain its current base of business and to grow in
the future is based in part upon its ability to provide employees and facilities
which meet rigorous U.S. government security requirements.

Pricing. TASC's U.S. government business is performed under cost
reimbursement, fixed price and fixed-rate time and materials ("T&M") contracts.
Cost reimbursement contracts awarded to TASC include cost plus fixed fee and
cost plus award fee contracts. Fees may either be fixed by the contract (cost
plus fixed fee), or variable based on actual performance within specified limits
for such factors as cost, quality and delivery schedule, and the customer's
subjective evaluation of TASC's work (cost plus award fee). TASC is subject to
regular audit with respect to costs incurred and charged to the government. For
the year ended December 31, 1994, approximately 83% of TASC's revenue from U.S.
government contracts was generated by cost reimbursement contracts;
approximately $215 million and $299 million of TASC's backlog at December 31,
1994 and 1993, respectively, were associated with cost reimbursement contracts.
See "-- Backlog."

Under fixed price contracts, TASC agrees to perform certain work for a
fixed price and, accordingly, realizes the benefit or detriment resulting from
decreased or increased costs of performing the contract. Under a fixed-rate T&M
contract, TASC has the responsibility to deliver professional services at a
predetermined hourly rate; thus, the profitability of such contracts depends
upon TASC's ability to deliver the specified services at costs below the rates
received from the government. For the year ended December 31, 1994,
approximately 17% of TASC's revenue from U.S. government contracts were fixed
price or fixed rate T&M contracts; approximately $64 million and $65 million of
TASC's backlog at December 31, 1994 and 1993, respectively, were associated with
such contracts. See "-- Backlog."

Annual Funding. The U.S. government programs in which TASC participates
may extend for several years, but are normally contracted and funded on an
annual basis. Government contracts generally are conditioned upon the continuing
availability of Congressional appropriations. Congress usually appropriates
funds on a fiscal year basis, even though contract performance may take several
years. Consequently, at the outset of a major program, the contract is usually
partially funded and additional monies are normally committed to the contract by
the procuring agency only if and as appropriations are made by Congress for
future fiscal years.

Limitations imposed on spending by U.S. government agencies, which might
result from efforts to reduce the Federal deficit or for other reasons, may
limit the continued funding of TASC's existing contracts with the U.S.
government and may limit the ability of TASC to obtain additional contracts. All
contracts made with the U.S. government may be terminated by the U.S. government
at any time, with or without cause. In addition, TASC's operations are subject
to the usual risks inherent in contracting with the U.S. government on national
security related programs such as national and global political, social and
economic events that may affect U.S. national security programs. No assurance
can be given that the current level of government

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spending for national security programs will continue, that the U.S. government
will continue its commitment to programs in which TASC's products and services
are applicable or that TASC will not be adversely affected by any decline in
that spending or commitment by the U.S. government.

TASC has rarely had a contract cancelled and has been working on most of
its programs for many years; in some cases, this has encompassed the entire
29-year history of the company. However, one notable exception was TASC's
contract with the BMDO, which was formerly called the Strategic Defense
Initiative. TASC was one of the largest of three systems engineering and
technical assistance contractors for this program, and held a contract to
support the program for over six and one-half years, from April 1, 1988 to
December 31, 1994. Revenues from this contract peaked in 1992, reaching $55.6
million. Due to changing government priorities, funding was reduced to $40.6
million in 1993 and $16.5 million in 1994. The contract was recompeted for 1995
and the number of prime contractors reduced from three to one. Although TASC was
not selected for the contract, it continues to perform a modest amount of work
for BMDO. Despite these funding cuts, TASC was able to grow its overall revenues
in 1993, 1994 and in the first nine months of 1995 by 6.0%, 5.6% and 12.1%,
respectively. During these same periods, TASC's non-BMDO revenues grew 14.3%,
16.0% and 18.6%, respectively.

Backlog. TASC's backlog (anticipated revenues from the uncompleted
portions of existing government contracts, including options to continue
specific contracts beyond the current funding period) at September 30, 1995,
December 31, 1994 and 1993 was approximately $485 million, $279 million and $364
million, respectively. The majority of the reduction in backlog in 1994 is the
result of timing differences in the renewal of various annual contracts. The
increase in the first nine months of 1995 is principally due to a very high
"win" rate of competitively bid contracts, together with a sustained level of
sole-source negotiated awards. Approximately $181 million of the 1994 backlog
and $259 million of the September 30, 1995 backlog represents revenues expected
to be realized beyond a 12 month period. TASC's backlog is subject to seasonal
fluctuations as a result of multi-year contracts and annual renewals of other
contracts throughout the year. Substantially all of TASC's contracts reflected
in the backlog are subject to termination at the convenience of the customer.

Commercial Business

While the U.S. government's need for information technology remains a
stable source of growth, the principal growth strategy for TASC is to leverage
information technology developed under government contracts into new higher
margin commercial markets. Most importantly, TASC has used its satellite
imaging, communications, database and workstation technologies as the foundation
for the weather information business of its subsidiary, WSI.

WSI provides its clients with timely and accurate weather information
services on a 24 hour basis. WSI, through the application of information
technology supplied by TASC, has developed automated satellite ground stations
to receive information from meteorological satellites which are used to create a
variety of information products, including weather satellite images commonly
seen on commercial television. An information system has been built to use this
information from meteorological satellites, together with inputs from the U.S.
national network of weather radar and worldwide observations of weather
conditions supplied through the World Meteorological Organization. This data,
along with forecasts and warnings provided by the U.S. National Weather Service,
is used as the basis for specialized information services which are provided to
users of real-time weather information including news media organizations, the
aviation industry, agri-businesses, and energy utilities. TASC also provides
weather information services throughout Europe through its two weather related
United Kingdom subsidiaries, The Weather Department, Ltd., and The Computer
Department, Ltd.

TASC is entering a number of new commercial markets on a worldwide basis,
using information technology developed under U.S. government contracts. Document
management is a fast-growing market as more businesses move to the "paperless
office" to organize their data, speed information retrieval and reduce storage
costs. Using proprietary data compression and COLD (computer output to laser
disk) software, TASC has designed and built document management systems for
financial services and health care firms, as

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well as for state government agencies. TASC's geographic information systems
software, sensor technology and hyperspectral analysis capabilities have
positioned it to perform environmental analysis, surveillance and monitoring for
business and government, both within the United States and in foreign countries.
Aviation systems engineering and development has been an active growth area for
TASC, with contracts completed or in process for several airlines, air cargo
carriers, the Eurocontrol air traffic system, the Federal Aviation
Administration and the governments of the United Kingdom and Poland. TASC's
extensive capabilities in the collection, storage, retrieval and dissemination
of imagery data have positioned it well to serve the technology needs of the
entertainment, cable and telephone companies entering the interactive
multi-media field. Additionally, TASC's communications engineers have assisted
major oil companies and financial institutions with network design and are
providing support to Motorola in the development of the Iridium personal
communications system.

MARKETING
- ---------
TASC's marketing activities are conducted principally by its senior
management and by its professional staff of engineers, scientists and analysts.
TASC's marketing approach for both U.S. government and commercial organizations
begins with the development and organization of information concerning both
present and future requirements of potential customers. TASC believes that its
marketing approach enables it to anticipate the technical and other needs of its
customers, and allows it to develop proposals which satisfy customers'
requirements. TASC places significant emphasis on the importance of client
satisfaction and development of repeat business.

TASC prepares a number of proposals in response to U.S. government Requests
for Proposals ("RFPs"). The bidding on RFPs is often highly competitive and
preparing bids is an expensive and time consuming process requiring significant
allocation of highly qualified TASC personnel. If TASC's proposal for a contract
is accepted, TASC and its customer will negotiate and enter into a contract with
agreed upon price, terms and conditions. In addition, TASC often submits
unsolicited proposals to various U.S. government agencies which often lead to
contract awards on a negotiated basis. Approximately 30% of TASC's 1994
contracts resulted from the competitive RFP process.

For commercial markets, TASC utilizes direct sales personnel, mailings,
trade journal advertising and trade shows to distribute information on the
products and services offered. The marketing of larger, customized systems often
uses techniques similar to those employed for the U.S. government, involving
professional personnel, the submission of unsolicited proposals and the response
to commercially prepared RFPs.

COMPETITION
- -----------
Most of the business areas in which TASC is involved are competitive and
require highly skilled and experienced technical personnel. TASC believes that
the skills and experience of its technical personnel are critical to maintaining
its competitive position. Many of these business areas also require high levels
of U.S. government security clearances, as previously discussed. TASC competes
with many companies in the business areas in which it is engaged, some of which
have greater resources than TASC, and there can be no assurance that TASC will
compete successfully in the future.

Many of TASC's contracts are acquired as a result of competitive bidding,
only a portion of which may result in the award of contracts. TASC believes that
its success in the competitive bidding process depends on a variety of factors,
including the technical content of the contract proposal, performance on
previous contracts, reputation, experience and price.

OTHER SEGMENTS

TRANSPORTATION SERVICES

Triad International Maintenance Corporation ("TIMCO") was formed by the
Company in 1989 to operate a newly constructed heavy aircraft maintenance
facility located at the Piedmont Triad International

36
<PAGE> 37

Airport in Greensboro, North Carolina. TIMCO opened for business in October
1990. The company provides major aircraft maintenance services such as scheduled
maintenance checks, modifications, overhauls and repair work on transport
category aircraft. TIMCO holds a Class IV Repair Station Certificate issued by
the Federal Aviation Administration which enables TIMCO to work on all aircraft
types.

TIMCO's services are offered to the industry at large but, in particular,
to operators and owners of aircraft who do not have maintenance facilities of
their own, or whose facilities are unable to accommodate an increasing workload.
Emphasis has been and will continue to be placed on air cargo carrier customers
which have limited facilities to accomplish their required work. In addition,
TIMCO targets both aircraft involved in sale or lease transactions and passenger
airlines without adequate maintenance facilities as potential sources of
business.

TIMCO currently has two anchor customers, ABX Air, Inc. (also known as
"Airborne Express") and Emery Worldwide Airlines. These air cargo carriers
generated over 662,000 man-hours of TIMCO's 939,000 total man-hours worth of
business in 1994. Loss of either the Airborne Express or Emery contract, or any
future contract with anchor customers, could have a material adverse effect on
TIMCO. As of December 31, 1994, TIMCO had approximately 845,000 man-hours worth
of business contracted for 1995.

The industry in which TIMCO operates is highly competitive. Space
availability, price, quality, trained personnel, on-time delivery and
accountability are the key competitive factors in the heavy aircraft maintenance
industry. These factors, with respect to TIMCO's performance, will determine its
future success in the industry.

FINANCIAL SERVICES

Primark Storage Leasing Corporation ("PSLC") owns and leases eight
underground natural gas storage fields and related facilities located in
Michigan to ANR Pipeline Company. PSLC is also involved in the exploration and
development of mineral resources underneath the storage fields through various
farm out agreements with exploration companies.

Lease revenue accounted for 93%, 94% and 92% of PSLC's total revenues for
the years ended December 31, 1994, 1993, and 1992, respectively. PSLC's storage
fields and facilities are leased under non-cancelable agreements that expire in
2003, and provide for two renewal options of five years each, which could extend
the lease term to 2013. Lease payments are calculated on a net plant base that
was approximately $30.4 million at December 31, 1994. The depreciation of this
plant base results in a corresponding reduction in the lease payments.

LEGAL PROCEEDINGS

Bradley v. Gelb et al. On June 24, 1994, a jury in a civil case in the
Massachusetts Superior Court (the "Court") returned an unfavorable verdict
against the two founders of TASC, and against TASC itself. The suit was brought
by a former employee regarding a TASC stock transaction which took place in
1976, prior to the Company's acquisition of TASC in 1991. On June 28, 1994, the
Court ordered that judgment be entered on the verdict requiring the two founders
(but not TASC itself) to disgorge $19,800,000. Such amount accrues post-judgment
interest at a statutory rate. As an alternative course of action, the plaintiff
may pursue the two founders and TASC, jointly and severally, for $48,600. Based
on the adjudication, the Company has denied requests of the two founders for
indemnification. Certain post-verdict motions (including a motion for judgment
notwithstanding the verdict, and in the alternative, a motion for a new trial)
are pending. While the outcome of these motions cannot be predicted with
certainty, the Company believes it will not be required to pay any portion of
this judgment.

The Company and its subsidiaries are involved in routine litigation and
administrative proceedings incident to the normal course of their business.
Management cannot predict the final disposition of such litigation and
proceedings but, in any event, the outcome of any such litigation or proceedings
would not have a material adverse effect on the financial condition or results
of operations of the Company.

37
<PAGE> 38

<TABLE>
MANAGEMENT

The following sets forth certain information regarding the directors and
executive officers of the Company, provided as of September 30, 1995.

<CAPTION>
NAME AGE POSITION
----------------------------------------- --- -------------------------------------
<S> <C> <C>
Joseph E. Kasputys....................... 59 Chairman of the Board of Directors,
President and Chief Executive Officer

John C. Holt............................. 54 Director, Executive Vice President of
the Company, President and Chief
Executive Officer of TASC

Stephen H. Curran........................ 48 Senior Vice President and Chief
Financial Officer

Michael R. Kargula....................... 48 Senior Vice President, General
Counsel and Secretary

Patrick G. Richmond...................... 45 Vice President of Corporate
Development

William J. Swift, III.................... 43 Vice President and Tax Counsel

Kevin J. Bradley......................... 67 Director

Steven Lazarus........................... 64 Director

Patricia G. McGinnis..................... 48 Director

Robert W. Stewart........................ 71 Director

Constance K. Weaver...................... 43 Director
</TABLE>

DIRECTORS

JOSEPH E. KASPUTYS has served as Chairman, President and Chief Executive
Officer of the Company since May 1988. From June 1987 until May 1988, he served
as President and Chief Operating Officer of the Company. Prior to joining the
Company in June 1987, he was Executive Vice President of McGraw-Hill, Inc., a
publishing and information services company. Prior to joining McGraw-Hill, Inc.
in 1985, he was President and Chief Executive Officer of Data Resources, Inc.,
an economic forecasting and consulting firm. Mr. Kasputys has been a director of
the Company since 1987. He is a member of the Finance and Nominating Committees
of the Board. Mr. Kasputys is also a director of Lifeline Systems, Inc.

JOHN C. HOLT is the President and Chief Executive Officer of TASC and
Executive Vice President of the Company. From 1982 until January 1994, Mr. Holt
held the position of Executive Vice President of The Dun & Bradstreet
Corporation ("D&B"), an information services company, and served as a director
of that company from 1985 until 1994. In addition, Mr. Holt is the former
Chairman, President and Chief Executive Officer of the A.C. Nielsen Company, a
marketing information company and an affiliate of D&B. Mr. Holt has been a
director of the Company since 1985. He is a member of the Nominating Committee
of the Board.

KEVIN J. BRADLEY is the Chairman of Corporate Investment Associates, Inc.,
an investment management firm specializing in non-conventional investments for
corporate investors. From November 1985 until October 31, 1990, he was a Limited
Partner of Weiss Asset Management Limited Partnership, an investment management
firm. From 1977 through November 1985 he served as Chairman and Chief Executive
Officer of the Travelers Investment Management Company, a subsidiary of The
Travelers Corporation (a financial services company). Mr. Bradley has been a
director of the Company since 1981. He is Chairman of the Compensation Committee
and a member of the Audit Committee of the Board.

STEVEN LAZARUS is Managing Director of the ARCH Venture Partners L.P., a
venture partnership investing in companies in the early stage of development,
and has held that position since July 1994. From 1986 to 1994, he was President
and Chief Executive Officer of Argonne National Laboratory/The University of
Chicago Development Corporation ("ARCH"), which transforms scientific
discoveries into viable high technology products and services. Prior to joining
ARCH in October 1986, he was a Group Vice President at Baxter Travenol
Laboratories, Inc., a manufacturer and distributor of hospital supplies and
related medical equipment. Mr. Lazarus has been a director of the Company since
1987. He is Chairman of the Nominating

38
<PAGE> 39

Committee and a member of the Compensation Committee and the Audit Committee of
the Board. Mr. Lazarus is also a director of Amgen Inc., Cobra Industries, Inc.,
and Illinois Superconductor Corporation.

PATRICIA G. MCGINNIS is the President and Chief Executive Officer of the
Council for Excellence in Government, a national membership organization of
private sector leaders who have served as senior officials in government. From
1982 until May 1994, she was a principal at the public affairs consulting firm
of Winner/Wagner & Francis (formerly the FMR Group). Previously, she served in
various senior policy positions in the federal government including the Office
of the Vice President, the Department of Health and Human Services, the
Department of Commerce, the Office of Management and Budget and the Senate
Budget Committee. Ms. McGinnis was elected to the Board on May 22, 1995 and is a
member of the Compensation Committee of the Board.

ROBERT W. STEWART served as Chairman and Chief Executive Officer of the
Company from January 1982 until May 1988, and as President of the Company from
January 1982 until June 1987. Mr. Stewart has been a director of the Company
since 1981. He is Chairman of the Finance Committee and a member of the
Nominating Committee of the Board.

CONSTANCE K. WEAVER is Senior Director, Investor Relations of Microsoft
Corporation. From June 1993 through May 1995 she held the position of Vice
President, Investor Relations of MCI Communications Corporation, a
telecommunications company. From June 1991 until June 1993 and from January 1990
until May 1991, she held the position of Director, Investor Relations and
Director, Corporate Communications, respectively, of that company. From 1988
until January 1990, she was the Executive Director, Business Week Executive
Programs and Services Department for McGraw-Hill, Inc. Ms. Weaver was appointed
to the Board on February 28, 1994. She is Chairwoman of the Audit Committee and
a member of the Finance Committee of the Board.

EXECUTIVE OFFICERS

STEPHEN H. CURRAN has served as Senior Vice President and Chief Financial
Officer of the Company since May 1988.

MICHAEL R. KARGULA has served as Senior Vice President, General Counsel and
Secretary of the Company since May 1988.

PATRICK G. RICHMOND has served as Vice President of Corporate Development
of the Company since May 1989.

WILLIAM J. SWIFT, III has served as Vice President and Tax Counsel of the
Company since May 1988.

39
<PAGE> 40

SELLING SHAREHOLDERS

The following table sets forth certain information concerning the
beneficial ownership of Common Stock and shares underlying options not currently
exercisable by the Selling Shareholders as of November 3, 1995 and as adjusted
to reflect the sale in the offering of an aggregate of shares of Common Stock
offered by the Selling Shareholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED AND UNDERLYING OWNED AND UNDERLYING
OPTIONS NOT CURRENTLY OPTIONS NOT CURRENTLY
EXERCISABLE PRIOR EXERCISABLE AFTER
TO THE OFFERING THE OFFERING
----------------------- ---------------------
NUMBER OF NUMBER OF SHARES NUMBER OF
NAME AND POSITION OF HOLDER SHARES PERCENT BEING OFFERED SHARES PERCENT
- --------------------------- --------- ------- ---------------- --------- -------
<S> <C> <C> <C> <C> <C>
Joseph E. Kasputys..................... 2,046,478(1) 9.91% 162,000 1,884,478 7.80%
Chairman of the Board of Directors,
President and Chief Executive
Officer
John C. Holt........................... 624,400(2)(6) 3.15% 66,400 558,000(6) 2.39%
Director, Executive Vice President
of the Company, President and Chief
Executive Officer of TASC
Stephen H. Curran...................... 295,581(3) 1.52% 19,000 276,581 1.20%
Senior Vice President and Chief
Financial Officer
Michael R. Kargula..................... 425,740(4) 2.18% 30,200 395,540 1.72%
Senior Vice President, General
Counsel and Secretary
Patrick G. Richmond.................... 191,678(5) 0.99% 10,400 181,278 0.79%
Vice President of Corporate
Development
<FN>

- ---------------
(1) Represents (i) 613,980 shares owned by Mr. Kasputys; (ii) 1,358,220 shares
held under presently exercisable options; (iii) 51,000 shares under options
which are not presently exercisable; and (iv) 23,278 shares held under the
Company's stock ownership plan as to which Mr. Kasputys has sole voting
authority but does not possess dispositive power. Accordingly, Mr. Kasputys
has beneficial ownership of 1,995,478 shares representing 9.69% of the
shares outstanding as of November 3, 1995, and following the offering, Mr.
Kasputys will have beneficial ownership of 1,833,478 shares representing
7.61% of the shares then outstanding. The 162,000 shares being offered by
Mr. Kasputys were acquired pursuant to the exercise of a stock option which
otherwise would have expired on June 24, 1997. The shares obtained upon such
exercise are "restricted securities" within the meaning of Rule 144 under
the Securities Act of 1933, and, in the absence of a sale pursuant to a
registration statement, would be subject to a two-year holding period.

(2) Represents (i) 67,400 shares expected to be owned by Mr. Holt upon the
exercise of options occurring prior to the close of the offering; (ii)
100,000 shares held under presently exercisable options; and (iii) 457,000
shares under options which are not presently exercisable. Accordingly, Mr.
Holt has beneficial ownership of 167,400 shares representing 0.87% of the
shares outstanding as of November 3, 1995, and following the offering, Mr.
Holt will have beneficial ownership of 101,000 shares representing 0.44% of
the shares then outstanding.

(3) Represents (i) 37,063 shares owned by Mr. Curran; (ii) 235,240 shares held
under presently exercisable options; and (iii) 23,278 shares held under the
Company's employee stock ownership plan as to which Mr. Curran has sole
voting authority but does not possess dispositive power. Accordingly, Mr.
Curran has beneficial ownership of 295,581 shares representing 1.52% of the
shares outstanding as of November 3, 1995, and following the offering, Mr.
Curran will have beneficial ownership of 276,581 shares representing 1.20%
of the shares then outstanding. The 19,000 shares being offered by Mr.
Curran were acquired pursuant to the exercise of stock options which
otherwise would have expired on or before February 22, 1997.

(4) Represents (i) 83,882 shares owned by Mr. Kargula; (ii) 300,580 shares held
under presently exercisable options; (iii) 18,000 shares under options which
are not presently exercisable; and (iv) 23,278 shares held under the
Company's employee stock ownership plan as to which Mr. Kargula has sole
voting authority but does not possess dispositive power. Accordingly, Mr.
Kargula has beneficial ownership of 407,740 shares representing 2.09% of the
shares outstanding as of November 3, 1995, and following the offering, Mr.
Kargula will have beneficial ownership of 377,540 shares representing 1.64%
of the shares then outstanding. The 30,200 shares being offered by Mr.
Kargula were acquired pursuant to the exercise of stock options which
otherwise would have expired on or before January 12, 1998.
</TABLE>
40
<PAGE> 41

(5) Represents (i) 10,400 shares owned by Mr. Richmond; (ii) 87,000 shares held
under presently exercisable options; (iii) 71,000 shares under options which
are not presently exercisable; and (iv) 23,278 shares held under the
Company's employee stock ownership plan as to which Mr. Richmond has sole
voting authority but does not possess dispositive power. Accordingly, Mr.
Richmond has beneficial ownership of 120,678 shares representing 0.62% of
the shares outstanding as of November 3, 1995, and following the offering,
Mr. Richmond will have beneficial ownership of 110,278 shares representing
0.48% of the shares then outstanding. Mr. Richmond borrowed an aggregate of
$114,375 from the Company in order to exercise a stock option for 15,000
shares which includes the 10,400 shares being offered by Mr. Richmond. Such
loan is evidenced by a promissory note and secured by 10,400 shares. Such
loan will be repaid by Mr. Richmond from his proceeds of this offering.

(6) Excludes 28,376 shares for Mr. Holt which represent the estimated number of
shares currently anticipated to be surrendered to the Company to cover
income and other taxes in connection with the exercise of options by Mr.
Holt prior to the closing of the offering.

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO NON-U.S. SHAREHOLDERS

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of shares of
Common Stock by "Non-U.S. Holders." In general, a "Non-U.S. Holder" is an
individual or entity other than (i) a citizen or resident of the United States;
(ii) a corporation, partnership or other entity created or organized in the
United States or under the laws of the United States or of any State; or (iii)
an estate or trust, the income of which is includable in gross income for United
States federal income tax purposes regardless of its source. This discussion is
for general information only and does not consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder. Furthermore, the
following discussion is based on current provisions of the Internal Revenue Code
of 1986, as amended (the "Code"), and administrative and judicial
interpretations as of the date hereof, all of which are subject to change. EACH
PROSPECTIVE NON-U.S. HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISER WITH RESPECT
TO THE UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF OWNING AND
DISPOSING OF SHARES OF COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE LAWS OF ANY STATE, LOCAL OR OTHER TAXING JURISDICTION.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to United
States withholding tax at a 30% rate (or a lower rate prescribed by an
applicable tax treaty) unless the dividends are either (i) effectively connected
with a trade or business carried on by the Non-U.S. Holder within the United
States, or (ii) if certain income tax treaties apply, attributable to a United
States permanent establishment maintained by the Non-U.S. Holder. Dividends
effectively connected with such a trade or business or attributable to such a
permanent establishment generally will not be subject to U.S. withholding tax
(if the Non-U.S. Holder timely and properly files certain forms, including
Internal Revenue Service Form 4224, with the payor of the dividend) and
generally will be subject to United States federal income tax on a net income
basis, in the same manner as if the Non-U.S. Holder were a resident of the
United States. A Non-U.S. Holder that is a corporation may be subject to an
additional branch profits tax at a rate of 30% (or such lower rate as may be
specified by an applicable treaty) on the repatriation from the United States of
its "effectively connected earnings and profits," subject to certain
adjustments. For purposes of the withholding discussed above and in order to
determine the applicability of a tax treaty providing for a lower rate of
withholding, dividends paid to an address in a foreign country are presumed
under current Treasury regulations to be paid to a resident of that country,
absent knowledge to the contrary. However, if Treasury regulations proposed in
1984 are finally adopted, Non-U.S. Holders would be required to file certain
forms to obtain the benefit of any applicable tax treaty providing for a lower
rate of withholding tax on dividends. Such forms would contain the Non-U.S.
Holder's name and address and an official statement by the competent authority
(as designated in the applicable treaty) in the foreign country attesting to the
Non-U.S. Holder's status as a resident thereof.

GAIN ON DISPOSITION

A Non-U.S. Holder generally will not be subject to United States federal
income tax (and no tax will generally be withheld) on any gain recognized upon
the disposition of Common Stock unless (i) the Company is or has been a "U.S.
real property holding corporation" for United States federal income tax purposes

41
<PAGE> 42

(which the Company does not believe that it has been, is or is likely to become)
and the Non-U.S. Holder disposing of the Common Stock owned, directly or
constructively, at any time during the five-year period preceding the
disposition, more than five percent of the Common Stock; (ii) the gain is
effectively connected with the conduct of a trade or business within the United
States of the Non-U.S. Holder or, if certain tax treaties apply, attributable to
a permanent establishment maintained within the United States by the Non-U.S.
Holder; (iii) in the case of a Non-U.S. Holder who is a nonresident alien
individual and who holds shares as a capital asset, such individual is present
in the United States for 183 days or more in the taxable year of the
disposition, and either (a) such individual has a "tax home," for U.S. federal
income tax purposes, in the United States, and the gain from the disposition is
not attributable to an office or other fixed place of business maintained by
such individual in a foreign country, or (b) the gain from the disposition is
attributable to an office or fixed place of business maintained by such
individual in the United States; or (iv) the Non-U.S. Holder is subject to tax
pursuant to provisions of the Code applicable to certain United States
expatriates.

FEDERAL ESTATE TAX

Shares of Common Stock owned or treated as owned by an individual who is
not a citizen or resident (as defined for United States federal tax purposes) of
the United States at the time of death will be includable in the individual's
gross estate for United States federal estate tax purposes unless an applicable
estate tax treaty provides otherwise, and therefore may be subject to United
States federal estate tax.

BACKUP WITHHOLDING, INFORMATION RETURN AND INFORMATION REPORTING REQUIREMENTS

The Company must make an information return annually to the Internal
Revenue Service and to each Non-U.S. Holder of the amount of dividends paid to,
and the tax withheld with respect to, each Non-U.S. Holder. These information
return requirements apply regardless of whether withholding was reduced or
eliminated by an applicable tax treaty. Copies of these information returns may
also be made available under the provisions of a specific treaty or agreement to
the tax authorities in the country in which the Non-U.S. Holder resides or is
established.

United States backup withholding (which generally is imposed at the rate of
31% on certain payments to persons who fail to furnish the information required
under the United States information reporting requirements) and information
reporting generally will not apply to dividends that are subject to the 30%
withholding discussed above or are not so subject because a tax treaty applies,
and are paid on Common Stock to a Non-U.S. Holder at an address outside the
United States.

The payment of proceeds from the disposition of Common Stock by a Non-U.S.
Holder to or through the United States office of a broker will be subject to
information reporting and backup withholding at a rate of 31% unless the owner
certifies, among other things, its status as a Non-U.S. Holder under penalties
of perjury or otherwise establishes an exemption. The payment of proceeds from
the disposition by a Non-U.S. Holder of Common Stock to or through a non-U.S.
office of a non-U.S. broker will generally not be subject to backup withholding
and information reporting. However, in the case of proceeds from a disposition
of Common Stock paid to or through a non-U.S. office of a broker that is (i) a
United States person, (ii) a "controlled foreign corporation" for U.S. federal
income tax purposes or (iii) a foreign person 50% or more of whose gross income
from all sources for a certain three-year period was effectively connected with
a United States trade or business, (a) backup withholding will not apply unless
such broker has actual knowledge that the owner is not a Non-U.S. Holder, and
(b) information reporting will apply unless the broker has documentary evidence
in its files of the owner's status as a Non-U.S. Holder (and the broker has no
actual knowledge to the contrary) or the owner otherwise establishes an
exemption.

Any amounts withheld under the backup withholding rules from payments to a
Non-U.S. Holder will be refunded or credited against the Non-U.S. Holder's
United States federal income tax liability, if any, provided that the required
information is furnished to the Internal Revenue Service.

The backup withholding and information reporting rules are currently under
review by the Treasury Department, and their application to the Common Stock is
subject to change.

42
<PAGE> 43

UNDERWRITING

The U.S. Underwriters named below, for whom PaineWebber Incorporated, Alex.
Brown & Sons Incorporated and A.G. Edwards & Sons, Inc. are acting as
Representatives (collectively the "Representatives"), have severally agreed,
subject to the terms and conditions set forth in the U.S. Underwriting Agreement
by and among the Company, the Selling Shareholders and the Representatives (the
"U.S. Underwriting Agreement"), to purchase from the Company and the Selling
Shareholders, and the Company and the Selling Shareholders have agreed to sell
to the U.S. Underwriters, the respective number of shares of Common Stock set
forth opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER
U.S. UNDERWRITERS OF SHARES
----------------- ---------
<S> <C>
PaineWebber Incorporated.......................................... 656,800
Alex. Brown & Sons Incorporated................................... 656,800
A.G. Edwards & Sons, Inc. ........................................ 656,800
CS First Boston Corporation....................................... 80,000
Donaldson, Lufkin & Jenrette Securities Corporation............... 80,000
Goldman, Sachs & Co............................................... 80,000
Lazard Freres & Co. LLC........................................... 80,000
Morgan Stanley & Co. Incorporated................................. 80,000
Oppenheimer & Co., Inc............................................ 80,000
Schroder Wertheim & Co. Incorporated.............................. 80,000
Robert W. Baird & Co. Incorporated................................ 50,000
William Blair & Company........................................... 50,000
Cantor Fitzgerald & Co............................................ 50,000
Cleary Gull Reiland & McDevitt Inc................................ 50,000
Gordon, Haskett Capital Corporation............................... 50,000
Ladenburg, Thalmann & Co., Inc.................................... 50,000
Moness Crespi Hardt, Inc.......................................... 50,000
Pennsylvania Merchant Group Ltd. ................................. 50,000
Stifel, Nicolaus & Company, Incorporated.......................... 50,000
Tucker Anthony Incorporated....................................... 50,000
---------
Total................................................... 3,030,400
=========
</TABLE>

The Company and the Selling Shareholders have also entered into an
International Underwriting Agreement (the "International Underwriting
Agreement") with certain International Underwriters (the "International
Underwriters" and together with the U.S. Underwriters, the "Underwriters"), for
whom PaineWebber International (U.K.) Ltd., Alex. Brown & Sons Incorporated and
A.G. Edwards & Sons, Inc. are acting as managers (the "Managers"). Subject to
the terms and conditions set forth in the International Underwriting Agreement
and concurrently with the sale of 3,030,400 shares of Common Stock to the U.S.
Underwriters, the Company and the Selling Shareholders have agreed to sell to
the International Underwriters, and the International Underwriters have agreed
to purchase an aggregate of 757,600 shares of Common Stock. The public offering
price per share and the total underwriting discounts and commissions per share
are identical in the U.S. Underwriting Agreement and the International
Underwriting Agreement with respect to all shares of Common Stock being
purchased by the Underwriters.

In the U.S. Underwriting Agreement and the International Underwriting
Agreement, the several U.S. Underwriters and the several International
Underwriters, respectively, have agreed, subject to certain conditions to
purchase all of the shares of Common Stock being sold pursuant to each such
Underwriting Agreement (other than those covered by the over-allotment option
described below), if any are purchased. The U.S. Underwriting Agreement provides
that, in the event of a default by a U.S. Underwriter, in certain circumstances,
the purchase commitments of non-defaulting U.S. Underwriters may be increased or
the U.S. Underwriting Agreement may be terminated, and the International
Underwriting Agreement provides that in the event of a default by an
International Underwriter, in certain circumstances, the purchase commitments of

43
<PAGE> 44

non-defaulting International Underwriters may be increased or the International
Underwriting Agreement may be terminated. The sale of Common Stock to the U.S.
Underwriters and the International Underwriters are conditioned upon one
another.

The Company and the Selling Shareholders have been advised by the
Representatives and the Managers that the Underwriters propose to offer the
Common Stock to the public initially at the public offering price set forth on
the cover page of this Prospectus, and to certain dealers at such price less a
concession not in excess of $0.75 per share and that the Underwriters may allow
and such dealers may reallow, a concession not in excess of $0.10 per share to
other dealers. The public offering price and other selling terms may be changed
by the Representatives and the Managers.

The Company has granted to the U.S. Underwriters an over-allotment option
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to 568,200 additional shares of Common Stock at the offering price
to the public less the underwriting discounts and commissions shown on the cover
page of this Prospectus. If the U.S. Underwriters exercise their over-allotment
option, the U.S. Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the foregoing
table, bears to the 3,030,400 shares of Common Stock offered hereby. The U.S.
Underwriters may exercise the option only to cover over-allotments made in
connection with the sale of the shares of Common Stock offered hereby and by the
International Underwriting Agreement.

Each U.S. Underwriter has represented and agreed that, as part of the
distribution of the shares of Common Stock, (i) it is not purchasing any shares
of Common Stock for the account of anyone other than a U.S. or Canadian Person
(as hereinafter defined), and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any shares of Common Stock or distribute
any prospectus to any person outside the United States or Canada or to anyone
other than a U.S. or Canadian Person. Each International Underwriter has
represented and agreed that, as part of the distribution of shares of Common
Stock, (i) it is not purchasing any shares of Common Stock for the account of
any U.S. or Canadian Person, and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any shares of Common Stock or distribute
any prospectus to any person within the United States or Canada or to any U.S.
or Canadian Person. The foregoing limitations do not apply to stabilization
transactions or to sales between the U.S. Underwriters and the International
Underwriters pursuant to the Agreement Between U.S. and International
Underwriters described below. As used herein, "U.S. or Canadian Person" means
any individual who is resident in the United States or Canada, or any
corporation, pension, profit sharing or other trust or other entity organized
under or governed by the laws of the United States or Canada or any political
subdivision thereof (other than a branch located outside of the United States
and Canada of any U.S. or Canadian Person) and includes any U.S. or Canadian
branch of a person who is otherwise not a U.S. or Canadian Person.

Sales may be made between the U.S. Underwriters and the International
Underwriters of such number of shares of Common Stock as may be mutually agreed
upon. The per share price of any shares so sold shall be the price to the public
set forth on the cover page of this Prospectus, less an amount not greater than
the per share amount of the concession to dealers set forth above. To the extent
there are sales between the U.S. Underwriters and the International
Underwriters, the number of shares of Common Stock initially available for sale
by the U.S. Underwriters or by the International Underwriters may be more or
less than the amount appearing on the cover page of this Prospectus.

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters and any person who controls the Underwriters against certain
liabilities, including certain liabilities under the Securities Act.

The Company has agreed that it will not, directly or indirectly, assign,
transfer, offer, sell, hypothecate or otherwise dispose of any shares of Common
Stock or any securities convertible into or exchangeable for, or any rights to
purchase or acquire, Common Stock for a period of 120 days after the date of
this Prospectus, except pursuant to the U.S. Underwriting Agreement or the
International Underwriting Agreement or upon issuance pursuant to employee stock
options currently outstanding or which may hereafter be granted, without the
prior written consent of the Representatives and the Managers. In addition, the
Company's directors and executive officers have agreed that they will not,
directly or indirectly, assign, transfer, offer, sell, hypothecate

44
<PAGE> 45

or otherwise dispose of any shares of Common Stock or any securities convertible
into or exchangeable for, or any rights to purchase or acquire, Common Stock for
a period of 120 days after the date of this Prospectus, without the prior
written consent of the Representatives and the Managers.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Michael R. Kargula, General Counsel of the Company. As
of November 3, 1995, Mr. Kargula beneficially owned 407,740 shares of Common
Stock. Certain legal matters relating to the offering will be passed upon for
the Company and Selling Shareholders by Skadden, Arps, Slate, Meagher & Flom,
Washington, D.C. and for the Underwriters by McDermott, Will & Emery, Chicago,
Illinois.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994 incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

The combined financial statements of Disclosure and its affiliated
companies as of December 31, 1994, 1993, 1992 and 1991 and for each of the four
years in the period ended December 31, 1994 incorporated in this Prospectus by
reference from the Company's Current Report on Form 8-K dated July 3, 1995 as
amended by Amendment No. 1 on Form 8-K/A dated September 11, 1995, Amendment No.
2 on Form 8-K/A dated October 26, 1995 and Amendment No. 3 on Form 8-K/A dated
November 28, 1995 have been audited by Leslie Sufrin and Company, P.C.,
independent auditors, as stated in their reports which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

45
<PAGE> 46

===============================================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................... 2
Incorporation of Certain Documents
by Reference............................. 2
Prospectus Summary......................... 3
Risk Factors............................... 8
Use of Proceeds............................ 9
Price Range of Common Stock................ 10
Dividend Policy............................ 10
Capitalization............................. 11
Selected Consolidated Historical and Pro
Forma Financial and Operating Data....... 12
Unaudited Pro Forma Consolidated
Financial Information.................... 14
Management's Discussion and Analysis
of Financial Condition and Results
of Operations............................ 20
Business................................... 26
Legal Proceedings.......................... 37
Management................................. 38
Selling Shareholders....................... 40
Certain United States Federal Tax
Consequences to Non-U.S. Shareholders.... 41
Underwriting............................... 43
Legal Matters.............................. 45
Experts.................................... 45
</TABLE>

================================================================================

3,788,000 SHARES

[PRIMARK LOGO]

COMMON STOCK

----------------------
PROSPECTUS
----------------------

PAINEWEBBER INCORPORATED

ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.

-------------------------

NOVEMBER 29, 1995

================================================================================
<PAGE> 47
Filed pursuant to Rule 424(b)(1)
Registration No. 33-98834

3,788,000 SHARES
[PRIMARK LOGO]
COMMON STOCK
------------------------

Of the 3,788,000 shares of Common Stock offered, 3,500,000 shares are being
issued and sold by Primark Corporation ("Primark" or the "Company") and 288,000
shares are being sold by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders" and "Underwriting." The Company will
not receive any of the proceeds from the sale of shares offered by the Selling
Shareholders.

Of the 3,788,000 shares of Common Stock offered, 757,600 shares are being
offered hereby outside the United States and Canada by the International
Underwriters (the "International Shares") and 3,030,400 shares are being offered
in a concurrent offering in the United States and Canada. The price to the
public and the underwriting discounts and commissions per share will be
identical for both offerings. See "Underwriting."

FOR INFORMATION CONCERNING CERTAIN FACTORS RELATING TO THIS OFFERING, SEE
"RISK FACTORS" ON PAGE 8 OF THIS PROSPECTUS.
------------------------

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 ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=========================================================================================================
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share........................ $27.125 $1.28 $25.845 $25.845
- ---------------------------------------------------------------------------------------------------------
Total............................ $102,749,500 $4,848,640 $90,457,500 $7,443,360
- ---------------------------------------------------------------------------------------------------------
Total Assuming Full Exercise of
Over-Allotment Option(3)....... $118,161,925 $5,575,936 $105,142,629 $7,443,360
=========================================================================================================
<FN>

The International Shares are offered by the International Underwriters,
subject to prior sale, when, as and if delivered to and accepted by the
International Underwriters, and subject to their right to reject orders in whole
or in part. It is expected that delivery of the Common Stock will be made in New
York City on or about December 5, 1995.

------------------------

PAINEWEBBER INTERNATIONAL
ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.
------------------------

THE DATE OF THIS PROSPECTUS IS NOVEMBER 29, 1995.
<PAGE> 48

UNDERWRITING

The International Underwriters named below (the "International
Underwriters"), for whom PaineWebber International (U.K.) Ltd., Alex. Brown &
Sons Incorporated and A.G. Edwards & Sons, Inc. are acting as managers
(collectively the "Managers"), have severally agreed, subject to the terms and
conditions set forth in the International Underwriting Agreement by and among
the Company, the Selling Shareholders and the Managers (the "International
Underwriting Agreement"), to purchase from the Company and the Selling
Shareholders, and the Company and the Selling Shareholders have agreed to sell
to the International Underwriters, the respective number of shares of Common
Stock set forth opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL UNDERWRITERS OF SHARES
-------------------------- ---------
<S> <C>
PaineWebber International (U.K.) Ltd. ............................. 252,600
Alex. Brown & Sons Incorporated.................................... 252,500
A.G. Edwards & Sons, Inc........................................... 252,500
-------
--
Total.................................................... 757,600
=======
</TABLE>

The Company and the Selling Shareholders have also entered into an
Underwriting Agreement (the "U.S. Underwriting Agreement") with certain
underwriters in the United States (the "U.S. Underwriters" and, together with
the International Underwriters, the "Underwriters"), for whom PaineWebber
Incorporated, Alex. Brown & Sons Incorporated and A.G. Edwards & Sons, Inc. are
acting as Representatives (the "Representatives"). Subject to the terms and
conditions set forth in the U.S. Underwriting Agreement, and concurrently with
the sale of 757,600 shares of Common Stock to the International Underwriters,
the Company and the Selling Shareholders have agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters have agreed to purchase an aggregate of
3,030,400 shares of Common Stock. The public offering price per share and the
total underwriting discounts and commissions per share are identical in the U.S.
Underwriting Agreement and the International Underwriting Agreement with respect
to all shares of Common Stock being purchased by the Underwriters.

In the U.S. Underwriting Agreement and the International Underwriting
Agreement, the several U.S. Underwriters and the several International
Underwriters, respectively, have agreed subject to certain conditions to
purchase all of the shares of Common Stock being sold pursuant to each such
Underwriting Agreement (other than those covered by the over-allotment option
described below), if any are purchased. The International Underwriting Agreement
provides that, in the event of a default by an International Underwriter, in
certain circumstances, the purchase commitments of non-defaulting International
Underwriters may be increased or the International Underwriting Agreement may be
terminated, and the U.S. Underwriting Agreement provides that in the event of a
default by a U.S. Underwriter, in certain circumstances, the purchase
commitments of non-defaulting U.S. Underwriters may be increased or the U.S.
Underwriting Agreement may be terminated. The sale of Common Stock to the U.S.
Underwriters and the International Underwriters are conditioned upon one
another.

The Company has granted to the U.S. Underwriters an over-allotment option
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to 568,200 additional shares of Common Stock at the offering price
to the public less the underwriting discounts and commissions shown on the cover
page of this Prospectus. If the U.S. Underwriters exercise their over-allotment
option, the U.S. Underwriters have severally agreed, subject to certain
conditions, to purchase approximately the same percentage of such additional
shares of Common Stock as the U.S. Underwriters were obligated to purchase
pursuant to the U.S. Underwriting Agreement. The U.S. Underwriters may exercise
the option only to cover over-allotments made in connection with the sale of the
shares of Common Stock offered hereby and thereby.

43
<PAGE> 49

Each International Underwriter has represented and agreed that, as part of
the distribution of the shares of Common Stock, (i) it is not purchasing any
shares of Common Stock for the account of any U.S. or Canadian Person (as
defined below), and (ii) it has not offered or sold, and will not offer or sell,
directly or indirectly, any shares of Common Stock or distribute any prospectus
to any person within the United States or Canada or to any U.S. or Canadian
Person. Each U.S. Underwriter has represented and agreed that, as part of the
distribution of shares of Common Stock, (i) it is not purchasing any shares of
Common Stock for the account of anyone other than a U.S. or Canadian Person, and
(ii) it has not offered or sold, and will not offer or sell, directly or
indirectly, any shares of Common Stock or distribute any prospectus to any
person outside the United States or Canada or to anyone other than a U.S. or
Canadian Person. The foregoing limitations do not apply to stabilization
transactions or to sales between the U.S. Underwriters and the International
Underwriters pursuant to the Agreement Between U.S. and International
Underwriters described below. As used herein, "U.S. or Canadian Person" means
any individual who is resident in the United States or Canada, or any
corporation, pension, profit-sharing or other trust or other entity organized
under or governed by the laws of the United States or Canada or any political
subdivision thereof (other than a branch located outside of the United States
and Canada of any U.S. or Canadian Person), and includes any U.S. or Canadian
branch of a person who is otherwise not a U.S. or Canadian Person.

Sales may be made between the U.S. Underwriters and the International
Underwriters of such number of shares of Common Stock as may be mutually agreed
upon. The per share price of any shares so sold shall be the price to the public
set forth on the cover page of this Prospectus, less an amount not greater than
the per share amount of the concession to dealers set forth above. To the extent
there are sales between the U.S. Underwriters and the International
Underwriters, the number of shares of Common Stock initially available for sale
by the International Underwriters or by the U.S. Underwriters may be more or
less than the amount appearing on the cover page of this Prospectus.

Each International Underwriter has represented and agreed that (i) it has
not offered or sold and will not offer or sell in the United Kingdom, by means
of any document, any Common Stock other than to persons whose ordinary business
is to buy or sell shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Act 1985 of the United Kingdom, (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the Common Stock in, from or
otherwise involving the United Kingdom and (iii) it has only issued or passed
on, and will only issue or pass on, in the United Kingdom any document received
by it in connection with the issue of the Common Stock to a person who is of a
kind described in Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988 or is a person to whom any document may
otherwise lawfully be issued or passed on.

Except in the United States (where the Common Stock has been registered for
sale pursuant to certain U.S. federal and state securities laws), no action has
been or will be taken in any jurisdiction by the International Underwriters or
the Company that would permit a public offering of the shares of Common Stock,
or possession or distribution of this Prospectus, in any jurisdiction where, or
in any circumstances in which, action for that purpose is required. The
International Underwriters have agreed not to offer or sell shares of Common
Stock in any jurisdiction except in compliance with applicable law and that they
will comply with all applicable laws and regulations, and make or obtain all
necessary filings, consents or approvals, in each jurisdiction in which they
purchase, offer, sell or deliver Common Stock (including, without limitation,
any applicable requirements relating to the delivery of this Prospectus.)

The Company has agreed that it will not, directly or indirectly, assign,
transfer, offer, sell, hypothecate or otherwise dispose of any shares of Common
Stock or any securities convertible into or exchangeable for, or any rights to
purchase or acquire, Common Stock for a period of 120 days after the date of
this Prospectus, except pursuant to the International Underwriting Agreement or
the U.S. Underwriting Agreement or upon issuance pursuant to employee stock
options currently outstanding or which may hereafter be granted, without the
prior written consent of the Managers and the Representatives. In addition, the
Company's directors and executive officers have agreed that they will not,
directly or indirectly, assign, transfer, offer, sell, hypothecate or otherwise
dispose of any shares of Common Stock or any securities convertible into or
exchangeable for, or any rights to purchase or acquire, Common Stock for a
period of 120 days after the date of this Prospectus, without the prior written
consent of the Representatives and the Managers.

44
<PAGE> 50

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Michael R. Kargula, General Counsel of the Company. As
of November 3, 1995, Mr. Kargula beneficially owned 407,740 shares of Common
Stock. Certain legal matters relating to the offering will be passed upon for
the Company by Skadden, Arps, Slate, Meagher & Flom, Washington, D.C. and for
the Underwriters by McDermott, Will & Emery, Chicago, Illinois.

FINANCIAL STATEMENTS

The consolidated financial statements of the Company as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994 incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference.

The combined financial statements of Disclosure and its affiliated
companies as of December 31, 1994, 1993, 1992 and 1991 and for each of the four
years in the period ended December 31, 1994 incorporated in this prospectus by
reference from the Company's Current Report on Form 8-K dated July 3, 1995 as
amended by Amendment No. 1 on Form 8-K/A dated September 11, 1995, Amendment No.
2 on Form 8-K/A dated October 26, 1995 and Amendment No. 3 on Form 8-K/A dated
November 28, 1995 have been audited by Leslie Sufrin and Company, P.C.,
independent auditors, as stated in their reports which are incorporated herein
by reference.

45
<PAGE> 51

================================================================================

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................... 2
Incorporation of Certain Documents
by Reference............................. 2
Prospectus Summary......................... 3
Risk Factors............................... 8
Use of Proceeds............................ 9
Price Range of Common Stock................ 10
Dividend Policy............................ 10
Capitalization............................. 11
Selected Consolidated Historical and Pro
Forma Financial and Operating Data....... 12
Unaudited Pro Forma Consolidated
Financial Information.................... 14
Management's Discussion and Analysis
of Financial Condition and Results
of Operations............................ 20
Business................................... 26
Legal Proceedings.......................... 37
Management................................. 38
Selling Shareholders....................... 40
Certain United States Federal Tax
Consequences to Non-U.S. Shareholders.... 41
Underwriting............................... 43
Legal Matters.............................. 45
Financial Statements....................... 45
</TABLE>

================================================================================

3,788,000 SHARES

LOGO

COMMON STOCK

----------------------
PROSPECTUS
----------------------

PAINEWEBBER INTERNATIONAL

ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.

------------------------

NOVEMBER 29, 1995

================================================================================