PRIMARK CORP, S-3/A, 1995-11-07

PRIMARK CORP
S-3/A, 1995-11-07
NATURAL GAS DISTRIBUTION

Previous: BOLT TECHNOLOGY CORP, 10-Q, 1995-11-07

Next: NORTH CAROLINA CAPITAL MANAGEMENT TRUST, PRE 14A, 1995-11-07

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1995

REGISTRATION NO. 33-98834

================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)

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

AMENDMENT NO. 1

<TABLE>
<S> <C>
MICHIGAN 38-2383282
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>

1000 WINTER STREET
SUITE 4300N
WALTHAM, MASSACHUSETTS 02154
(617) 466-6611
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

MICHAEL R. KARGULA, ESQ.
SENIOR VICE PRESIDENT
GENERAL COUNSEL AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET
SUITE 4300N
WALTHAM, MASSACHUSETTS 02154
(617) 466-6611
(Name and Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)

Please send copies of communications to:

<TABLE>
<S> <C>
STEPHEN W. HAMILTON, ESQ. STANLEY H. MEADOWS, P.C.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM MCDERMOTT, WILL & EMERY
1440 NEW YORK AVENUE, N.W. 227 WEST MONROE STREET
WASHINGTON, D.C. 20005 CHICAGO, IL 60606
(202) 371-7000 (312) 372-2000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement is declared effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If the only securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for
the same offering. / /________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /_______________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE

<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Common Stock, without par value...... 4,356,200 $23.00 $100,192,600.00 $34,549.17
===============================================================================================================
<FN>

(1) Includes 568,200 shares issuable pursuant to options granted by the Company
to the Underwriters solely for the purpose of covering over-allotments.

(2) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(c) of the Securities Act of 1933 based on
the average of the high and low prices for shares of the Registrant's Common
Stock on October 30, 1995 on the New York Stock Exchange.

</TABLE>

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains a Prospectus relating to a public
offering in the United States and Canada (the "U.S. Offering") of an aggregate
of 3,030,400 shares of Common Stock, without par value (the "Common Stock"), of
Primark Corporation ("Primark" or the "Company"), together with separate
prospectus pages relating to a concurrent offering outside the United States and
Canada (the "International Offering") of an aggregate of 757,600 shares of
Common Stock. The complete Prospectus for the U.S. Offering follows immediately
after this Explanatory Note. After such Prospectus are the alternate pages for
the International Offering: a front cover page, an "Underwriting," a "Legal
Matters," and a "Financial Statements" section and a back cover page. All other
pages of the Prospectus for the U.S. Offering are to be used for both the U.S.
Offering and the International Offering.

<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED NOVEMBER 7, 1995

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 3, 1995, the last reported sale price of the
Common Stock on the New York Stock Exchange was $26.00 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>
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders
- ---------------------------------------------------------------------------------------------------
Per Share................... $ $ $ $
- ---------------------------------------------------------------------------------------------------
Total....................... $ $ $ $
- ---------------------------------------------------------------------------------------------------
Total Assuming Full Exercise
of
Over-Allotment
Option(3)................. $ $ $ $
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>

(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."

------------------------
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
, 1995.

------------------------
PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 4

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 and Amendment No. 2 on Form 8-K/A dated October
26, 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> 5

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> 6

- 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> 7

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> 8

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> 9

<TABLE>

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.

<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
-------- -------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT STATISTICAL DATA AND PER SHARE DATA)
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 $204,552
Goodwill and other intangible assets -- net.............................................. 469,634 469,634
Other noncurrent assets................................................................ 116,336 116,336
-------- --------
Total assets........................................................................... $758,313 $790,522
======== ========
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............................................................ 243,730 329,217
-------- --------
Total liabilities and shareholders' equity............................................. $758,313 $790,522
======== ========
<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> 10

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.

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."

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.

8
<PAGE> 11

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 $329.2 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 estimated at
approximately $86.3 million (or approximately $100.4 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 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 estimated to be approximately $31.3 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.

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).

9
<PAGE> 12
<TABLE>
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.

<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 3, 1995).................................... 26 21 7/8
</TABLE>

The closing sales price for the shares of Common Stock as reported on the
NYSE Composite Tape on November 3, 1995 was $26.00.

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> 13
<TABLE>
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.

<CAPTION>
SEPTEMBER 30, 1995
---------------------------
ACTUAL AS ADJUSTED
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Cash............................................................... $ 11,809 $ 44,018
======== ========
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....................................... 115,177 202,735
Retained earnings................................................ 137,085 137,085
Treasury stock, unearned compensation and cumulative foreign
currency translation adjustment............................... (8,930) (11,071)
-------- --------
Total common shareholders' equity........................ 243,730 329,217
-------- --------
Total capitalization............................................... $588,782 $619,269
======== ========
<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> 14

<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> 15

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30, 1995
-------------------------------------------------------- ------------------------
1990 1991 1992 1993 1994 ACTUAL AS ADJUSTED(5)
-------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
BALANCE SHEET DATA:
Current assets............................ $148,692 $129,103 $140,392 $124,029 $134,998 $172,343 $204,552
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 $790,522
======== ======== ======== ======== ======== ======== ========
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............... 192,966 195,393 201,555 208,134 224,781 243,730 329,217
-------- -------- -------- -------- -------- -------- --------
Total liabilities and shareholders'
equity.................................. $207,181 $309,788 $524,404 $497,578 $507,916 $758,313 $790,522
======== ======== ======== ======== ======== ======== ========
<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.

</TABLE>

NM means not meaningful

13
<PAGE> 16

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> 17

<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> 18

<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> 19

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> 20

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> 21

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.

19
<PAGE> 22

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> 23

<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> 24

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> 25

<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> 26

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> 27

$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> 28

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> 29

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."

27
<PAGE> 30

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

28
<PAGE> 31

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

29
<PAGE> 32

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.

30
<PAGE> 33

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.

31
<PAGE> 34

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-

32
<PAGE> 35

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

33
<PAGE> 36

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

34
<PAGE> 37

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

35
<PAGE> 38

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> 39

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> 40

<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> 41

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> 42

<TABLE>

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.

<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)(6) 0.99% 10,400 181,278(6) 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> 43

(5) Represents (i) 10,400 shares expected to be owned by Mr. Richmond upon the
exercise of options occurring prior to the close of the offering; (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 expects to borrow an aggregate of $114,375 from the Company in
order to exercise a stock option. Such loan will be 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 and 4,600 shares for Mr. Richmond 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 those individuals 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> 44

(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> 45

<TABLE>

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:

<CAPTION>
NUMBER
U.S. UNDERWRITERS OF SHARES
------------------------------------------------------------------- ---------
<S> <C>
PaineWebber Incorporated...........................................
Alex. Brown & Sons Incorporated....................................
A.G. Edwards & Sons, Inc. .........................................
-------
Total....................................................
=======
</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
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 $ per share and that the Underwriters may
allow and such dealers may reallow, a concession not in excess of $ per
share to other dealers. The public offering price and other selling terms may be
changed by the Representatives and the Managers.

43
<PAGE> 46

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 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.

44
<PAGE> 47

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 and Amendment
No. 2 on Form 8-K/A dated October 26, 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> 48
===============================================================================

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>

TABLE OF CONTENTS

<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.............................. 44
Experts.................................... 45
</TABLE>

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

3,788,000 SHARES

[PRIMARK LOGO]

COMMON STOCK

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

PROSPECTUS

----------------------
PAINEWEBBER INCORPORATED

ALEX. BROWN & SONS
INCORPORATED

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

, 1995

===============================================================================
<PAGE> 49

ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED NOVEMBER 7, 1995

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........................ $ $ $ $
- --------------------------------------------------------------------------------------------------------
Total............................ $ $ $ $
- --------------------------------------------------------------------------------------------------------
Total Assuming Full Exercise of
Over-Allotment Option(3)....... $ $ $ $
========================================================================================================
<FN>

</TABLE>

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

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 , 1995.

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

PAINEWEBBER INTERNATIONAL
ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1995.
<PAGE> 50

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

<TABLE>

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:
<CAPTION>
NUMBER
INTERNATIONAL UNDERWRITERS OF SHARES
----------------------------------------------------------------- ----------
<S> <C>
PaineWebber International (U.K.) Ltd. ...........................
Alex. Brown & Sons Incorporated..................................
A.G. Edwards & Sons, Inc.........................................

----------
Total..................................................
==========
</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.

43
<PAGE> 51

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

excess of $ 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 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.

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

44
<PAGE> 52

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

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.

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 and Amendment
No. 2 on Form 8-K/A dated October 26, 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> 53
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
===============================================================================

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

<TABLE>
TABLE OF CONTENTS

<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................................... 25
Legal Proceedings.......................... 36
Management................................. 37
Selling Shareholders....................... 39
Certain United States Federal Tax
Consequences to Non-U.S. Shareholders.... 40
Underwriting............................... 43
Legal Matters.............................. 45
Financial Statements....................... 45
</TABLE>

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

3,788,000 SHARES

[PRIMARK LOGO]

COMMON STOCK

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

PROSPECTUS

----------------------
PAINEWEBBER INTERNATIONAL

ALEX. BROWN & SONS
INCORPORATED

A.G. EDWARDS & SONS, INC.
------------------------
, 1995

===============================================================================
<PAGE> 54

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

<TABLE>

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

<S> <C>
Securities and Exchange Commission registration fee....................... $ 34,549
Printing Expenses......................................................... 100,000
Legal Fees and Expenses................................................... 110,000
Accounting Fees........................................................... 150,000
National Association of Securities Dealers fees........................... 10,155
Blue Sky Qualifications and Expenses (including counsel fees)............. 15,000
New York Stock Exchange fees.............................................. 14,248
Pacific Stock Exchange fees............................................... 10,177
Transfer Agent and Registrar fees......................................... 4,000
Miscellaneous............................................................. 151,871
---------
Total........................................................... $600,000
=========
<FN>

- ---------------
* All amounts except registration and National Association of Securities Dealers
fees are estimates.

</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 561 through 571 of the Michigan Business Corporation Act (the
"MBCA") contain detailed provisions concerning the indemnification of directors,
officers, employees, and agents against judgments, penalties, fines and amounts
paid in settlement of litigation that they may incur in their capacity as such.
Sections 561 through 571 of the MBCA, which are filed as Exhibit 99.1 to this
Registration Statement, are incorporated herein by reference.

Article VIII of the Articles of Incorporation of the Registrant provides
that the Registrant shall indemnify any person who is or was a director or
officer of the Registrant or is or was serving at the request of the Registrant
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed
action, suit, or proceeding to the full extent provided by the MBCA from time to
time in effect.

Section 6.1 of the By-laws of the Registrant provides that the Registrant
shall indemnify its officers, directors, employees, agents and other persons to
the fullest extent to which corporations are empowered to indemnify such persons
at law.

Article IX of the Articles of Incorporation of the Registrant provides that
a director of the Registrant shall not be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for a violation of Section 551(1) of the MBCA or (iv) for any transaction
from which the director derived any improper personal benefit.

The Company maintains a director's and officer's liability insurance policy
that covers its directors and officers for certain claims and actions incurred
in the course of their duties, including, under certain circumstances, alleged
violations of the Securities Act of 1933, as amended.

II-1
<PAGE> 55

<TABLE>

ITEM 16. EXHIBITS

<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- ------------------------------------------------------------------------------
<C> <C> <S>
1.1 -- Form of U.S. Underwriting Agreement.
1.2 -- Form of International Underwriting Agreement.
4.1 -- Articles of Incorporation of the Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement No. 2-74688); Amendment
to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to
the Registrant's 1985 Form 10-K, SEC File No. 00108260); Amendment dated
August 8, 1991 (incorporated by reference to Exhibit 3(a) to the Registrant's
Form 8-K dated August 9, 1991); Amendment dated May 27, 1992 (incorporated by
reference to Exhibit 3.1 to the Registrant's June 30, 1992 Form 10-Q, SEC File
No. 00108260).
4.2 -- By-laws of the Registrant, as amended (incorporated by reference to the
Registrant's September 30, 1990 Form 10-Q, SEC File No. 00108260).
4.3 -- Rights Agreement, dated January 12, 1988, between the Registrant and Bankers
Trust Company, which includes, as Exhibit A thereto, the Rights Certificate
and, as Exhibit B thereto, the Summary of Rights to Purchase Common Stock
(incorporated by reference to Exhibit 28.1 to the Registrant's Form 8-K dated
January 14, 1988, SEC File No. 00108260); Certified copy of resolution
amending the Registrant's Rights Agreement (incorporated by reference to
Exhibit 28.4 to the Registrant's Form 8-K dated July 13, 1988, SEC File No.
00108260); Amendment to Rights Agreement, dated April 9, 1990 (incorporated by
reference to Exhibit 28.1 to the Registrant's Form 8-K dated April 12, 1990,
SEC File No. 00108260); Letter, dated May 10, 1990, regarding appointment of
Bank of America as new Rights Agent under the Rights Agreement, as amended
(incorporated by reference to Exhibit 28.1 to the Registrant's 1990 Form 10-K,
SEC File No. 00108260); Amendment to Rights Agreement, dated May 31, 1992,
between the Registrant and Bank of America National Trust and Savings
Association, as Rights Agent (incorporated by reference to Exhibit 28.1 to the
Registrant's June 30, 1992 Form 10-Q, SEC File No. 00108260); Letter dated
July 31, 1992 regarding appointment of The First National Bank of Boston as
new Rights Agent (incorporated by reference to Exhibit 28.2 to the
Registrant's June 30, 1992 Form 10-Q, SEC File No. 00108260).
5.1 -- Opinion of Michael R. Kargula, General Counsel of the Company, regarding the
legality of the shares of Common Stock being offered hereby.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Leslie Sufrin & Company, P.C.
23.3 -- Consent of Michael R. Kargula, General Counsel of the Company (included in
Exhibit 5.1).
24.1 -- Powers of Attorney.*
99.1 -- Sections 561 through 571 of the Michigan Business Corporation Act.*
<FN>

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

* Previously filed.

</TABLE>

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

II-2
<PAGE> 56

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on November 7, 1995.

PRIMARK CORPORATION

By: /S/ STEPHEN H. CURRAN
------------------------------------

Stephen H. Curran
Senior Vice President and
Chief Financial Officer

<TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.

<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------------- -----------------
<C> <S> <C>
* Chairman, President and Chief November 7, 1995
- ---------------------------------------- Executive Officer
Joseph E. Kasputys (Principal Executive Officer)

/S/ STEPHEN H. CURRAN Senior Vice President and Chief November 7, 1995
- ---------------------------------------- Financial Officer
Stephen H. Curran (Principal Accounting and
Financial Officer)

* Director November 7, 1995
- ----------------------------------------
Robert W. Stewart

* Director November 7, 1995
- ----------------------------------------
Kevin J. Bradley

* Executive Vice President and November 7, 1995
- ---------------------------------------- Director
John C. Holt

* Director November 7, 1995
- ----------------------------------------
Steven Lazarus

* Director November 7, 1995
- ----------------------------------------
Patricia G. McGinnis

* Director November 7, 1995
- ----------------------------------------
Constance K. Weaver

*By: /S/ STEPHEN H. CURRAN
- ----------------------------------------
Stephen H. Curran
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 58

<TABLE>

EXHIBIT INDEX

<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ------------------------------------------------------------------ ------------
<C> <C> <S> <C>
1.1 -- Form of U.S. Underwriting Agreement.
1.2 -- Form of International Underwriting Agreement.
4.1 -- Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement No. 2-74688); Amendment to the Articles of Incorporation
(incorporated by reference to Exhibit 3.1 to the Registrant's 1985
Form 10-K, SEC File No. 00108260); Amendment dated August 8, 1991
(incorporated by reference to Exhibit 3(a) to the Registrant's
Form 8-K dated August 9, 1991, SEC File No. 00108260); Amendment
dated May 27, 1992 (incorporated by reference to Exhibit 3.1 to
the Registrant's June 30, 1992 Form 10-Q, SEC File No. 00108260).
4.2 -- By-laws of the Registrant, as amended (incorporated by reference
to the Registrant's September 30, 1990 Form 10-Q, SEC File No.
00108260).
4.3 -- Rights Agreement, dated January 12, 1988, between the Registrant
and Bankers Trust Company, which includes, as Exhibit A thereto,
the Rights Certificate and, as Exhibit B thereto, the Summary of
Rights to Purchase Common Stock (incorporated by reference to
Exhibit 28.1 to the Registrant's Form 8-K dated January 14, 1988,
SEC File No. 00108260); Certified copy of resolution amending the
Registrant's Rights Agreement (incorporated by reference to
Exhibit 28.4 to the Registrant's Form 8-K dated July 13, 1988, SEC
File No. 00108260); Amendment to Rights Agreement, dated April 9,
1990 (incorporated by reference to Exhibit 28.1 to the
Registrant's Form 8-K dated April 12, 1990, SEC File No.
00108260); Letter, dated May 10, 1990, regarding appointment of
Bank of America as new Rights Agent under the Rights Agreement, as
amended (incorporated by reference to Exhibit 28.1 to the
Registrant's 1990 Form 10-K, SEC File No. 00108260); Amendment to
Rights Agreement, dated May 31, 1992, between the Registrant and
Bank of America National Trust and Savings Association, as Rights
Agent (incorporated by reference to Exhibit 28.1 to the
Registrant's June 30, 1992 Form 10-Q, SEC File No. 00108260);
Letter dated July 31, 1992 regarding appointment of The First
National Bank of Boston as new Rights Agent (incorporated by
reference to Exhibit 28.2 to the Registrant's June 30, 1992 Form
10-Q, SEC File No. 00108260).
5.1 -- Opinion of Michael R. Kargula, General Counsel of the Company,
regarding the legality of the shares of Common Stock being offered
hereby.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Leslie Sufrin & Company, P.C.
23.3 -- Consent of Michael R. Kargula, General Counsel of the Company
(included in Exhibit 5.1).
24.1 -- Powers of Attorney.*
99.1 -- Sections 561 through 571 of the Michigan Business Corporation
Act.*
<FN>

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

* Previously filed.

</TABLE>

<PAGE> 1

EXHIBIT 1.1

3,030,400 Shares

PRIMARK CORPORATION

Common Stock

UNDERWRITING AGREEMENT
----------------------

(U.S. Version)

___________ ___, 1995

PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
As Representatives of the
several U.S. Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

Dear Sirs:

Primark Corporation, a Michigan corporation (the "Company"),
and the persons named in Schedule I (the "Selling Shareholders"), propose to
sell an aggregate of 3,030,400 shares (the "U.S. Firm Shares") of the Company's
Common Stock, without par value (the "Common Stock"), of which 2,800,000 shares
are to be issued and sold by the Company and an aggregate of 230,400 shares are
to be sold by the Selling Shareholders in the respective amounts set forth
opposite their respective names in Schedule I, to you and to the several other
U.S. Underwriters named in Schedule II hereto (collectively, the "U.S.
Underwriters"), for whom you are acting as representatives (the
"Representatives"), in connection with the offering and sale of such shares of
Common Stock in the United States and Canada to United States and Canadian
Persons (as hereinafter defined). The Company has also agreed to grant to you
and the other U.S. Underwriters an option (the "Option") to purchase up to an
additional 568,200 shares of Common Stock (the "Option Shares") on the terms
and for the purposes set forth in Section 1(b). The U.S. Firm Shares and the
Option Shares are referred to collectively herein as the "U.S. Shares", and the
International Shares (as hereinafter defined) and the U.S. Shares are referred
to collectively herein as the "Shares". It is understood that the Company and
the Selling Shareholders are concurrently entering into an agreement (the
"International

<PAGE> 2

Underwriting Agreement") providing for the sale by the Company and the
Selling Shareholders of an aggregate of 757,600 shares of Common Stock
(the "International Shares"), through arrangements with certain underwriters
outside the United States (the "International Underwriters"), for whom
PaineWebber International (U.K.) Limited, Alex. Brown & Sons Incorporated, and
A.G. Edwards & Sons, Inc. are acting as lead managers (the "Managers"), in
connection with the offering and the sale of such shares of Common Stock
outside the United States and Canada to persons other than United States and
Canadian Persons. As used herein, "United States or Canadian Person" shall
mean 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 of any
political subdivision thereof (other than the foreign branch of any United
States or Canadian Person), and shall include any United States or Canadian
branch of a person other than a United States or Canadian Person; and "United
States" shall mean the United States of America, its territories, possessions
and all areas subject to its jurisdiction.

The U.S. Underwriters have entered into an agreement with the
International Underwriters (the "Agreement Between U.S. Underwriters and
International Underwriters") contemplating the coordination of certain
transactions between the U.S. Underwriters and the International Underwriters
and any such transactions between the U.S. Underwriters and the International
Underwriters shall be governed by the Agreement Between U.S. Underwriters and
International Underwriters and shall not be governed by the terms of this
Agreement.

The initial public offering price per share for the U.S.
Shares and the purchase price per share for the U.S. Shares to be paid by the
several U.S. Underwriters shall be agreed upon by the Company, the Selling
Shareholders and the Representatives, acting on behalf of the several U.S.
Underwriters, and such agreement shall be set forth in a separate written
instrument substantially in the form of Exhibit A hereto (the "U.S. Price
Determination Agreement"). The U.S. Price Determination Agreement may take the
form of an exchange of any standard form of written telecommunication among the
Company, the Selling Shareholders and the Representatives and shall specify
such applicable information as is indicated in Exhibit A hereto. The offering
of the U.S. Shares will be governed by this Agreement, as supplemented by the
U.S. Price Determination Agreement. From and after the date of execution and
delivery of the U.S. Price Determination Agreement, this Agreement shall be
deemed to incorporate, and, unless the context otherwise indicates, all
references contained herein to "this Agreement" and to the phrase "herein"
shall be deemed to include the U.S. Price Determination Agreement. The initial
public

-2-

<PAGE> 3
offering price per share and the purchase price per share for the International
Shares to be paid by the several International Underwriters pursuant to the
International Underwriting Agreement shall be set forth in a separate agreement
(the "International Price Determination Agreement"), the form of which is
attached to the International Underwriting Agreement. From and after the date
of the execution and delivery of the International Price Determination
Agreement, unless the context otherwise indicates, all references contained
herein to the "International Underwriting Agreement" shall be deemed to include
the International Price Determination Agreement. The purchase price per share
for the International Shares to be paid by the several International
Underwriters shall be identical to the purchase price per share for the U.S.
Shares to be paid by the several U.S. Underwriters hereunder.

Each Selling Shareholder has executed and delivered a Custody
Agreement and a Power of Attorney in the form attached hereto as Exhibit B
(collectively, the "Agreement and Power of Attorney") pursuant to which each
Selling Shareholder has placed his U.S. Firm Shares and International Shares in
custody and appointed the persons designated therein as a committee (the
"Committee") with authority to execute and deliver this Agreement and the
International Underwriting Agreement on behalf of such Selling Shareholder and
to take certain other actions with respect thereto and hereto.

The Company and the Selling Shareholders confirm as follows
their respective agreements with the Representatives and the several other U.S.
Underwriters.

1. Agreement to Sell and Purchase.
-------------------------------

(a) On the basis of the respective representations,
warranties and agreements of the Company and the Selling Shareholders
herein contained and subject to all the terms and conditions of this
Agreement, (i) the Company and each of the Selling Shareholders,
severally and not jointly, agree to sell to the several U.S.
Underwriters and (ii) each of the U.S. Underwriters, severally and not
jointly, agrees to purchase from the Company and the Selling
Shareholders at the purchase price per share for the U.S. Firm Shares
to be agreed upon by the Representatives, the Company and the Selling
Shareholders in accordance with Section 1(c) or 1(d) and set forth in
the U.S. Price Determination Agreement, the number of U.S. Firm Shares
set forth opposite the name of such U.S. Underwriter in Schedule II,
plus such additional number of U.S. Firm Shares which such U.S.
Underwriter may become obligated to purchase pursuant to Section 9
hereof. If the Company elects to rely

-3-
<PAGE> 4
on Rule 430A (as hereinafter defined), Schedule II may be attached to
the U.S. Price Determination Agreement.

(b) Subject to all the terms and conditions of this
Agreement, the Company grants the Option to the several U.S.
Underwriters to purchase, severally and not jointly, up to 568,200
Option Shares from the Company at the same price per share as the U.S.
Underwriters shall pay for the U.S. Firm Shares. The Option may be
exercised only to cover over- allotments in the sale of the U.S. Firm
Shares by the U.S. Underwriters and may be exercised in whole or in
part at any time on or before the 30th day after the date of this
Agreement (or, if the Company has elected to rely on Rule 430A, on or
before the 30th day after the date of the U.S. Price Determination
Agreement), upon written or telegraphic notice (the "Option Shares
Notice") by the Representatives to the Company no later than 12:00
noon, New York City time, at least two and no more than five business
days before the date specified for closing in the Option Shares Notice
(the "Option Closing Date") setting forth the aggregate number of
Option Shares to be purchased and the time and date for such purchase.
On the Option Closing Date, the Company will issue and sell to the
U.S. Underwriters the number of Option Shares set forth in the Option
Shares Notice, and each U.S. Underwriter will purchase such percentage
of the Option Shares as is equal to the percentage of U.S. Firm Shares
that such U.S. Underwriter is purchasing, as adjusted by the
Representatives in such manner as they deem advisable to avoid
fractional shares.

(c) If the Company has elected not to rely on Rule 430A, the
initial public offering price per share for the U.S. Firm Shares and
the purchase price per share for the U.S. Firm Shares to be paid by
the several U.S. Underwriters shall be agreed upon and set forth in
the U.S. Price Determination Agreement, which shall be dated the date
hereof, and an amendment to the Registration Statement (as hereinafter
defined) containing such per share price information shall be filed
before the Registration Statement becomes effective.

(d) If the Company has elected to rely on Rule 430A, the
initial public offering price per share for the U.S. Firm Shares and
the purchase price per share for the U.S. Firm Shares to be paid by
the several U.S. Underwriters shall be agreed upon and set forth in
the U.S. Price Determination Agreement. In the event that the U.S.
Price Determination Agreement has not been executed by the close of
business on the fourteenth business day following the date on which
the initial registration statement (as defined below) becomes
effective, this Agreement shall terminate forthwith, without

-4-
<PAGE> 5
liability of any party to any other party except that Section 7 shall
remain in effect.

2. DELIVERY AND PAYMENT. Delivery of the U.S. Firm Shares
shall be made to the Representatives for the accounts of the U.S. Underwriters
against payment of the purchase price by credit to the account of the Company,
for itself and on behalf of each of the Selling Shareholders, with the
Depository Trust Company. Such payment shall be made at 10:00 a.m., New York
City time, on the fourth business day following the date of this Agreement or,
if the Company has elected to rely on Rule 430A, the fourth business day after
the date on which the first bona fide offering of the U.S. Shares to the public
is made by the U.S. Underwriters or at such time on such other date as may be
agreed upon by the Company and the Representatives (such date is hereinafter
referred to as the "Closing Date").

To the extent the Option is exercised, delivery of the Option
Shares against payment by the U.S. Underwriters (in the manner specified above)
will take place at the time and date (which may be the Closing Date) specified
in the Option Shares Notice.

The cost of original issue tax stamps, if any, in connection
with the issuance and delivery of the U.S. Firm Shares and Option Shares by the
Company to the respective U.S. Underwriters shall be borne by the Company. The
cost of tax stamps, if any, in connection with the sale of the U.S. Firm Shares
by the Selling Shareholders shall be borne by the Selling Shareholders. The
Company and the Selling Shareholders will pay and save each U.S. Underwriter
and any subsequent holder of the U.S. Shares harmless from any and all
liabilities with respect to or resulting from any failure or delay in paying
Federal and state stamp and other transfer taxes, if any, which may be payable
or determined to be payable in connection with the original issuance or sale to
such U.S. Underwriter of the U.S. Firm Shares and Option Shares.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company represents, warrants and covenants to each U.S. Underwriter that:

(a) The Company meets the requirements for use of Form S-3.
A registration statement (Registration No. 33-_______) on Form S-3
relating to the Shares (the "initial registration statement"),
including a preliminary prospectus and such amendments to such
registration statement, as may have been required to the date of this
Agreement, has been prepared by the Company under the provisions of
the Securities Act of 1933, as amended (the

-5-
<PAGE> 6
"Act"), and the rules and regulations (collectively referred to as the
"Rules and Regulations") of the Securities and Exchange Commission
(the "Commission") thereunder, and has been filed with the Commission.
If the Company elects to rely on Rule 462(b) of the Rules and
Regulations ("Rule 462(b)") to register a portion of the Shares, a
registration statement on Form S-3 relating to the Shares (the "Rule
462 registration statement") has been or will be prepared by the
Company under the provisions of the Act and the Rules and Regulations
and has been or will be filed with the Commission. The initial
registration statement and the Rule 462 registration statement contain
forms of two preliminary prospectuses to be used in connection with
the offering and sale of the Shares: a United States preliminary
prospectus (the "United States Preliminary Prospectus") relating to
the U.S. Shares and an international preliminary prospectus (the
"International Preliminary Prospectus"; the United States Preliminary
Prospectus and the International Preliminary Prospectus are referred
to collectively herein as the "preliminary prospectus") relating to
the International Shares. The International Preliminary Prospectus is
identical to the United States Preliminary Prospectus, except for
differences in the outside front cover page, the back cover page and
the text of the section headed "Underwriting" and except for the
inclusion in the International Preliminary Prospectus of a section
headed "United States Taxation of Non-U.S. Shareholders." The term
"preliminary prospectus" as used herein means a preliminary prospectus
as contemplated by Rule 430 or Rule 430A ("Rule 430A") of the Rules
and Regulations included at any time as part of the initial
registration statement. Copies of the initial registration statement
and amendments thereto and the Rule 462 registration statement, if
any, have been delivered to the Representatives and the Managers,
copies of each related United States Preliminary Prospectus have been
delivered to the Representatives of the U.S. Underwriters and copies
of each related International Preliminary Prospectus have been
delivered to the Managers. If the initial registration statement has
not become effective, a further amendment to the initial registration
statement, including a form of final prospectus, necessary to permit
the initial registration statement to become effective will be filed
promptly by the Company with the Commission. If the initial
registration statement has become effective, a final prospectus
containing information permitted to be omitted at the time of
effectiveness of the initial registration statement by Rule 430A will
be filed by the Company with

-6-
<PAGE> 7
the Commission in accordance with Rule 424(b) of the Rules and Regulations
("Rule 424(b)") promptly after execution and delivery of the U.S. Price
Determination Agreement. The term "Registration Statement" means,
collectively, (i) the initial registration statement as amended at the time it
becomes or became effective (the "Effective Date"), including financial
statements and all exhibits and any information deemed to be included by Rule
430A, and (ii) if the Company elects to rely on Rule 462(b) to register a
portion of the Shares, the Rule 462 registration statement at the time it
becomes or became effective (the "Rule 462 Effective Date"). The term
"Prospectus" means, collectively, (i) a prospectus relating to the U.S. Shares
in the form it is first filed with the Commission pursuant to Rule 424(b), or
if the Company elects to rely on Rule 434(c) of the Rules and Regulations
("Rule 434(c)"), the United States Preliminary Prospectus and abbreviated term
sheet in the form such term sheet is first filed with the Commission pursuant
to Rule 424(b) (the "United States Prospectus") and (ii) a prospectus relating
to the International Shares in the form it is first filed with the Commission
pursuant to Rule 424(b), or if the Company elects to rely on Rule 434(c), the
International Preliminary Prospectus and abbreviated term sheet in the form
such term sheet is first filed with the Commission pursuant to Rule 424(b) (the
"International Prospectus"), or, if such filings under Rule 424(b) are not
required, the forms of final prospectuses included in the Registration
Statement at the Effective Date and the Rule 462 Effective Date, if applicable.
Any reference herein to the Registration Statement, any preliminary prospectus
or the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which were
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the Effective Date, the Rule 462 Effective Date, or the
date of such preliminary prospectus or the Prospectus, as the case may be. Any
reference herein to the terms "amend", "amendment" or "supplement" with respect
to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to refer to and include the filing of any document under the
Exchange Act after the Effective Date, the Rule 462 Effective Date, or the date
of any preliminary prospectus or the Prospectus, as the case may be, and deemed
to be incorporated therein by reference.

(b) On the Effective Date, the Rule 462 Effective Date, the
date the Prospectus is first filed with the

-7-
<PAGE> 8
Commission pursuant to Rule 424(b) (if required), at all times
subsequent to and including the Closing Date and, if later, the Option
Closing Date and when any post-effective amendment to the Registration
Statement becomes effective or any amendment or supplement to the
Prospectus is filed with the Commission, the Registration Statement
and the Prospectus (as amended or as supplemented if the Company shall
have filed with the Commission any amendment or supplement thereto),
including the financial statements included or incorporated by
reference in the Prospectus, did or will comply with all applicable
provisions of the Act, the Exchange Act, the rules and regulations
thereunder (the "Exchange Act Rules and Regulations") and the Rules
and Regulations and will contain all statements required to be stated
therein in accordance with the Act, the Exchange Act, the Exchange Act
Rules and Regulations and the Rules and Regulations. On the Effective
Date, the Rule 462 Effective Date, and when any post-effective
amendment to the Registration Statement becomes effective, no part of
the Registration Statement or any such amendment did or will contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the
statements therein not misleading. At the Effective Date, the Rule
462 Effective Date, the date the Prospectus or any amendment or
supplement to the Prospectus is filed with the Commission and at the
Closing Date and, if later, the Option Closing Date, the Prospectus
did not or will not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading. The foregoing representations and warranties in this
Section 3(b) do not apply to any statements or omissions made in
reliance on and in conformity with information relating to any U.S.
Underwriter or International Underwriter furnished in writing to the
Company by the Representatives or the Managers specifically for
inclusion in the Registration Statement or Prospectus or any amendment
or supplement thereto. For all purposes of this Agreement, the
amounts of the selling concession and reallowance set forth in the
Prospectus constitute the only information relating to any U.S.
Underwriter furnished in writing to the Company by the Representatives
on behalf of the U.S. Underwriters expressly for inclusion in the
United States Preliminary Prospectus, the Registration Statement or
the United States Prospectus. The Company has not distributed any
offering material in connection with the

-8-
<PAGE> 9
offering or sale of the Shares other than the Registration Statement,
the preliminary prospectus, and the Prospectus.

(c) The documents which are incorporated by reference in the
preliminary prospectus and the Prospectus or from which information is
so incorporated by reference, when they become effective or were filed
with the Commission, as the case may be, complied in all material
respects with the requirements of the Act or the Exchange Act, as
applicable, the Exchange Act Rules and Regulations and the Rules and
Regulations; and any documents so filed and incorporated by reference
subsequent to the Effective Date shall, when they are filed with the
Commission, conform in all material respects with the requirements of
the Act and the Exchange Act, as applicable, the Exchange Act Rules
and Regulations and the Rules and Regulations.

(d) The only subsidiaries (as defined in the Rules and
Regulations) of the Company are the subsidiaries listed on Exhibit C
attached hereto (the "subsidiaries"). The Company and each of its
subsidiaries is, and at the Closing Date will be, a corporation duly
organized, validly existing and, except for subsidiaries organized
under the laws of England and Wales or Hong Kong [OTHERS?], in good
standing under the laws of its jurisdiction of incorporation. The
Company and each of its subsidiaries has, and at the Closing Date will
have, full power and authority to conduct all the activities conducted
by it, to own or lease all the assets owned or leased by it and to
conduct its business as described in the Registration Statement and
the Prospectus. The Company and each of its subsidiaries is, and at
the Closing Date will be, duly licensed or qualified to do business
and in good standing as a foreign corporation in all jurisdictions in
which the nature of the activities conducted by it or the character of
the assets owned or leased by it makes such licensing or qualification
necessary except where the failure to be so qualified, considering all
such cases in the aggregate, does not involve a material risk to the
business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company and its
subsidiaries. Except for the stock of its subsidiaries and as
disclosed in the Registration Statement, the Company does not own, and
at the Closing Date will not own, directly or indirectly, any shares
of stock or any other equity or long-term debt securities of any
corporation or have any equity interest in any firm,

-9-
<PAGE> 10
partnership, joint venture, association or other entity. Complete and
correct copies of the charter documents, by- laws, and other governing
instruments of the Company and each of its subsidiaries and all
amendments thereto have been delivered to the Representatives and the
Managers, and no changes therein will be made subsequent to the date
hereof and prior to the Closing Date or, if later, the Option Closing
Date.

(e) The outstanding shares of Common Stock have been, and the
Shares to be issued and sold by the Company upon such issuance will
be, duly authorized, validly issued, fully paid and nonassessable and
will not be subject to any preemptive or similar right. The
description of the Common Stock contained or incorporated by reference
in the Registration Statement and the Prospectus is, and at the
Closing Date will be, complete and accurate in all material respects.
Except as set forth in the Prospectus, the Company does not have
outstanding, and at the Closing Date will not have outstanding, any
options to purchase, or any rights or warrants to subscribe for, or
any securities or obligations convertible into, or any contracts or
commitments to issue or sell, any shares of Common Stock, any shares
of capital stock of any subsidiary or any such warrants, convertible
securities or obligations. All of the issued and outstanding shares
of capital stock of, or other ownership interests in, each subsidiary
of the Company have been duly and validly authorized and issued, are
fully paid and nonassessable, and, except as disclosed in the
Prospectus as of the Closing Date and, if later, the Option Closing
Date, all of the shares of capital stock of, or other ownership
interests in, each subsidiary of the Company will be owned, directly
or through subsidiaries of the Company, by the Company free and clear
of any security interest, mortgage, pledge, claim, lien or encumbrance
other than as created by the Company's $75,000,000 Credit Agreement
dated June 29, 1995 (the "Credit Agreement"). No subsidiary of the
Company is prohibited, directly or indirectly, from paying any
dividends to the Company or any other subsidiary of the Company, from
making any other distribution on such subsidiary's capital stock, from
repaying to the Company or any other subsidiary of the Company, any
loans or advances to such subsidiary from the Company or form
transferring any of such subsidiary's property or assets to the
Company or any other subsidiary of the Company, except as described in
or contemplated by the Prospectus.

-10-
<PAGE> 11
(f) The financial statements and schedules included or
incorporated by reference in the Registration Statement or the
Prospectus present fairly the consolidated financial condition of the
Company as of the respective dates thereof and the consolidated
results of operations and cash flows of the Company for the respective
periods covered thereby, all in conformity with generally accepted
accounting principles applied on a consistent basis throughout the
entire period involved, except as otherwise disclosed in the
Prospectus. No other financial statements or schedules of the Company
are required by the Act, the Exchange Act, the Rules and Regulations,
or the Exchange Act Rules and Regulations to be included in the
Registration Statement or the Prospectus. Deloitte & Touche LLP, who
have reported on such financial statements and schedules, are
independent accountants with respect to the Company as required by the
Act and the Rules and Regulations. The financial statements of
Disclosure, Inc. and its affiliates ("Disclosure") incorporated by
reference in the Registration Statement present fairly the combined
financial condition of Disclosure as of the respective dates thereof
and the combined results of operations and cash flows of Disclosure
for the respective periods covered thereby, all in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the entire period involved, except as otherwise disclosed
in therein. No other financial statements or schedules of any
subsidiary are required by the Act, the Exchange Act, the Rules and
Regulations, or the Exchange Act Rules and Regulations to be included
in the Registration Statement or the Prospectus. Leslie Sufrin and
Company, P.C. (together with Deloitte & Touche LLP, the
"Accountants"), who have reported on such financial statements and
schedules of Disclosure, are independent accountants with respect to
the Company and Disclosure as required by the Act and the Rules and
Regulations. The statements included in the Registration Statement
with respect to each of the Accountants pursuant to Rule 509 of
Regulation S-K of the Rules and Regulations are true and correct in
all material respects.

(g) The pro forma financial statements and related notes
included or incorporated by reference in the Registration Statement or
the Prospectus have been prepared in accordance with the applicable
requirements of the Act and include all adjustments necessary to
present fairly the pro forma financial condition and results of
operations at the respective dates and for the

-11-
<PAGE> 12
respective periods indicated and all assumptions used in preparing the
pro forma financial statements are reasonable.

(h) The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to
permit preparation of financial statements in conformity with
generally accepted accounting principles and to maintain
accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and
(iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with
respect to any differences.

(i) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus
and prior to the Closing Date, except as set forth in or contemplated
by the Registration Statement and the Prospectus, (i) there has not
been and will not have been any change in the capitalization of the
Company (other than shares issued pursuant to exercise of currently
outstanding employee or director stock options), or any material
adverse change in the business, properties, business prospects,
condition (financial or otherwise) or results of operations of the
Company and its subsidiaries, arising for any reason whatsoever, (ii)
neither the Company nor any of its subsidiaries has incurred nor will
it incur any material liabilities or obligations, direct or
contingent, nor has it entered into nor will it enter into any
material transactions other than pursuant to this Agreement and the
transactions referred to herein and (iii) the Company has not and will
not have paid or declared any dividends or other distributions of any
kind on any class of its capital stock.

(j) Neither the Company nor any subsidiary is an "investment
company" or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined
in the Investment Company Act of 1940, as amended.

(k) Except as set forth in the Registration Statement and the
Prospectus, there are no actions, suits, or proceedings (including
compliance audits and

-12-
<PAGE> 13
investigations) pending or, to the knowledge of the Company and each
of its subsidiaries, threatened against or affecting the Company or
any of its subsidiaries or any of their respective directors or
officers in his capacity as such, before or by any Federal or state
court, commission, regulatory body, administrative agency or other
governmental body, domestic or foreign, wherein an unfavorable ruling,
decision or finding might materially and adversely affect the Company
or any of its subsidiaries or its business, properties, business
prospects, condition (financial or otherwise) or results of
operations.

(l) The Company and each of its subsidiaries has, and at the
Closing Date will have, (i) all governmental licenses, permits,
consents, orders, approvals and other authorizations necessary to
carry on its business as contemplated in the Prospectus, (ii) all
security clearances necessary to complete all current contracts or
agreements between the Company or any of its subsidiaries, on the one
hand, and any Federal or state regulatory body, administrative agency
or other governmental body, domestic or foreign, on the other hand,
(iii) complied in all respects with all laws, regulations and orders
applicable to it or its business and (iv) performed all its
obligations required to be performed by it, and is not, and at the
Closing Date will not be, in default, under any indenture, mortgage,
deed of trust, voting trust agreement, loan agreement, bond,
debenture, note agreement, lease, contract or other agreement or
instrument (collectively a "contract or other agreement") to which it
is a party or by which its property is bound or affected. To the best
knowledge of the Company and each of its subsidiaries, no other party
under any contract or other agreement to which it is a party is in
default in any respect thereunder. Neither the Company nor any of its
subsidiaries is, nor at the Closing Date will any of them be, in
violation of any provision of its charter documents, by-laws, or other
governing instruments.

(m) No consent, approval, authorization or order of, or any
filing or declaration with, any court or governmental agency or body
is required for the consummation by the Company of the transactions on
its part contemplated herein and in the International Underwriting
Agreement, except such as have been obtained under the Act or the
Rules and Regulations and such as may be required under state
securities or Blue Sky laws or the by-laws and rules of the National
Association of

-13-
<PAGE> 14
Securities Dealers, Inc. (the "NASD") in connection with the purchase
and distribution by the U.S. Underwriters of the U.S. Shares to be
sold by the Company.

(n) The Company has full corporate power and authority to
enter into this Agreement and the International Underwriting
Agreement. Each of this Agreement and the International Underwriting
Agreement has been duly authorized, executed and delivered by the
Company and constitutes a valid and binding agreement of the Company
and is enforceable against the Company in accordance with the terms
hereof and thereof. The performance of this Agreement and the
International Underwriting Agreement and the consummation of the
transactions contemplated hereby and thereby will not result in the
creation or imposition of any lien, charge or encumbrance upon any of
the assets of the Company or any of its subsidiaries pursuant to the
terms or provisions of, or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or give any
other party a right to terminate any of its obligations under, or
result in the acceleration of any obligation under, the charter
documents, by-laws, or other governing instruments of the Company or
any of its subsidiaries, any contract or other agreement to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or any of its properties is bound or
affected, or violate or conflict with any judgment, ruling, decree,
order, statute, rule or regulation of any court or other governmental
agency or body applicable to the business or properties of the Company
or any of its subsidiaries.

(o) The Company and each of its subsidiaries has good and
marketable title to all properties and assets described in the
Prospectus as owned by them, free and clear of all liens, charges,
encumbrances or restrictions, except such as are described in the
Prospectus or are not material to the business of the Company or its
subsidiaries. The Company and each of its subsidiaries has valid,
subsisting and enforceable leases for the properties described in the
Prospectus as leased by it, with such exceptions as are not material
and do not materially interfere with the use made and proposed to be
made of such properties by the Company and such subsidiaries.

(p) There is no document or contract of a character required
to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the

-14-
<PAGE> 15
Registration Statement which is not described or filed as required.
All such contracts to which the Company or any of its subsidiaries is
a party have been duly authorized, executed and delivered by the
Company or such subsidiary, constitute valid and binding agreements of
the Company or such subsidiary and are enforceable against the Company
or such subsidiary in accordance with the terms thereof. Neither the
Company nor any of its subsidiaries is aware of any material contract
to which the Company or any of its subsidiaries is a party that is
terminable within the next twelve months and that will not be renewed
by the other party to such contract in the ordinary course.

(q) No statement, representation, warranty or covenant made
by the Company in this Agreement or in the International Underwriting
Agreement or made in any certificate or document required by this
Agreement or the International Underwriting Agreement to be delivered
to the Representatives or the Managers was or will be, when made,
inaccurate, untrue or incorrect.

(r) Neither the Company nor any of its directors, officers or
controlling persons has taken, directly or indirectly, any action
intended, or which might reasonably be expected, to cause or result,
under the Act or otherwise, in, or which has constituted,
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares.

(s) No holder of securities of the Company has rights to the
registration of any securities of the Company because of the filing of
the Registration Statement.

(t) The Shares are duly authorized for listing, subject to
official notice of issuance, on the New York and Pacific Stock
Exchanges.

(u) Neither the Company nor any of its subsidiaries is
involved in any material labor dispute nor, to the knowledge of the
Company and each of its subsidiaries, is any such dispute threatened.

(v) The Company and its subsidiaries own, or are licensed or
otherwise have the full exclusive right to use, all material patents,
trademarks, trade names, and other items of intellectual property
which are used in or necessary for the conduct of their respective
businesses as described in the Prospectus. No claims have been
asserted by any person with respect to such patents,

-15-
<PAGE> 16
trademarks, trade names, or other items of intellectual property or
challenging or questioning the validity or effectiveness of any such
patents, trademarks, trade names, or other items of intellectual
property. The use, in connection with the business and operations of
the Company and its subsidiaries, of such patents, trademarks, trade
names, or other items of intellectual property does not, to the
Company's knowledge, infringe on the rights of any person.

(w) Neither the Company nor any of its subsidiaries nor,
to the Company's knowledge, any employee or agent of the Company or
any subsidiary has made any payment of funds of the Company or any
subsidiary or received or retained any funds in violation of any law,
rule or regulation which payment, receipt or retention is of a
character required to be disclosed in the Prospectus.

(x) The Company and its subsidiaries have filed all
necessary federal, state and foreign income and franchise tax returns
and have paid all taxes shown as due thereon except where extensions
have been obtained or a failure to file a return would not have a
material adverse effect on the condition (financial or otherwise) or
the results of operations of the Company and its subsidiaries, taken
as a whole; and the Company and each of its subsidiaries has no
knowledge of any tax deficiency which has been or might be asserted or
threatened against the Company or any of its subsidiaries which could
materially and adversely affect the condition (financial or otherwise)
or the results of operations of the Company and its subsidiaries,
taken as a whole.

(y) All material transactions between the Company and its
subsidiaries and the officers, directors and major stockholders of the
Company have been accurately disclosed in the Registration Statement
and the terms of each such transaction are fair to the Company and
comparable to the terms that could have been obtained from unrelated
parties.

(z) The Company and its subsidiaries maintain in full
force and effect insurance of the types and in the amounts generally
deemed adequate for their businesses, including, but not limited to,
insurance covering real and personal property owned or leased by them
against theft, damage, destruction, acts of vandalism and all other
risks customarily insured against except where the failure to maintain
such insurance would not have a material adverse effect on the
condition (financial or

-16-
<PAGE> 17
otherwise) of the Company and its subsidiaries, taken as a whole.

(aa) Neither the Company nor any of its subsidiaries has
at any time during the last five years made any payment to any
government officer or official, or other person charged with similar
public or quasi-public duties, other than payments required or
permitted by laws of the United States or any jurisdiction thereof.

(bb) All offers and sales by the Company and each of its
subsidiaries of their securities, including but not limited to their
capital stock and options to purchase their capital stock, prior to
the date hereof were made in compliance with the Act, the Rules and
Regulations, and all other federal, state, and foreign laws and
regulations.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLING
SHAREHOLDERS. Each of the Selling Shareholders, severally and not jointly,
represents, warrants and covenants to each Underwriter that:

(a) Such Selling Shareholder has full power and authority to
enter into this Agreement and the International Underwriting
Agreement. All authorizations and consents necessary for the
execution and delivery by such Selling Shareholder of the Agreement
and Power of Attorney, and for the execution of this Agreement and the
International Underwriting Agreement on behalf of such Selling
Shareholder, have been given. Each of the Agreement and Power of
Attorney, this Agreement and the International Underwriting Agreement
has been duly authorized, executed and delivered by or on behalf of
such Selling Shareholder and constitutes a valid and binding agreement
of such Selling Shareholder and is enforceable against such Selling
Shareholder in accordance with the terms thereof and hereof.

(b) Such Selling Shareholder now has, and at the time of
delivery thereof hereunder will have, (i) good and marketable title to
the Shares to be sold by such Selling Shareholder hereunder and under
the International Underwriting Agreement, free and clear of all liens,
encumbrances and claims whatsoever (other than pursuant to the
Agreement and Power of Attorney), and (ii) full legal right and power,
and all authorizations and approvals required by law, to sell,
transfer and deliver such Shares to the U.S. Underwriters hereunder
and to the International Underwriters under the International

-17-
<PAGE> 18
Underwriting Agreement and to make the representations, warranties and
agreements made by such Selling Shareholder herein and therein. Upon
the delivery of and payment for such Shares hereunder and under the
International Underwriting Agreement, such Selling Shareholder will
deliver good and marketable title thereto, free and clear of all
liens, encumbrances and claims whatsoever.

(c) On the Closing Date or the Option Closing Date, as the
case may be, all stock transfer or other taxes (other than income
taxes) which are required to be paid in connection with the sale and
transfer of the Shares to be sold by such Selling Shareholder to the
several Underwriters hereunder and to the International Underwriters
under the International Underwriting Agreement will have been fully
paid or provided for by such Selling Shareholder and all laws imposing
such taxes will have been fully complied with.

(d) The performance of this Agreement and the International
Underwriting Agreement and the consummation of the transactions
contemplated hereby and thereby will not result in the creation or
imposition of any lien, charge or encumbrance upon any of the assets
of such Selling Shareholder pursuant to the terms or provisions of, or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, or result in the acceleration of any
obligation under, any contract or other agreement to which such
Selling Shareholder is a party or by which such Selling Shareholder or
any of its property is bound or affected, or under any ruling, decree,
judgment, order, statute, rule or regulation of any court or other
governmental agency or body having jurisdiction over such Selling
Shareholder or the property of such Selling Shareholder.

(e) No consent, approval, authorization or order of, or any
filing or declaration with, any court or governmental agency or body
is required for the consummation by such Selling Shareholder of the
transactions on its part contemplated herein, in the International
Underwriting Agreement and in the Agreement and Power of Attorney,
except such as have been obtained under the Act or the Rules and
Regulations and such as may be required under state securities or Blue
Sky laws or the by-laws and rules of the NASD in connection with the
purchase and distribution by the U.S. Underwriters of the U.S. Shares
to be sold by such Selling Shareholder.

-18-
<PAGE> 19
(f) Such Selling Shareholder has no knowledge of any material
fact or condition not set forth in the Registration Statement or the
Prospectus which has adversely affected, or may adversely affect, the
business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company, and the sale of
the Shares proposed to be sold by such Selling Shareholder is not
prompted by any such knowledge.

(g) With respect to all information pertaining to such
Selling Shareholder contained in the Registration Statement and the
Prospectus (as amended or supplemented, if the Company shall have
filed with the Commission any amendment or supplement thereto), the
Registration Statement and Prospectus complied and will comply with
all applicable provisions of the Act and the Rules and Regulations,
contain and will contain all statements required to be stated therein
in accordance with the Act and the Rules and Regulations, and does not
and will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading.

(h) To the best knowledge of such Selling Shareholder, the
representations and warranties of the Company contained in Section 3
are true and correct.

(i) Other than as permitted by the Act and the Rules and
Regulations, such Selling Shareholder has not distributed and will not
distribute any preliminary prospectus, the Prospectus or any other
offering material in connection with the offering and sale of the
Shares. Such Selling Shareholder has not taken, directly or
indirectly, any action intended, or which might reasonably be
expected, to cause or result in, under the Act or otherwise, or which
has constituted, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the
Shares.

(j) Certificates in negotiable form for the U.S. Firm Shares
to be sold hereunder and the International Shares to be sold under the
International Underwriting Agreement by such Selling Shareholder have
been placed in custody, for the purpose of making delivery of such
U.S. Firm Shares and International Shares under this Agreement and the
International Underwriting Agreement, under the Agreement and Power of
Attorney which appoints _______ as custodian (the "Custodian") for
each Selling Shareholder.

-19-
<PAGE> 20
Such Selling Shareholder agrees that the Shares represented by the
certificates held in custody for him or it under the Agreement and
Power of Attorney are for the benefit of and coupled with and subject
to the interest hereunder and under the International Underwriting
Agreement of the Custodian, the Committee, the U.S. Underwriters, the
International Underwriters, each other Selling Shareholder and the
Company, that the arrangements made by such Selling Shareholder for
such custody and the appointment of the Custodian and the Committee by
such Selling Shareholder are irrevocable, and that the obligations of
such Selling Shareholder hereunder and under the International
Underwriting Agreement shall not be terminated by operation of law,
whether by the death, disability, or incapacity of any Selling
Shareholder or the occurrence of any other event. If any Selling
Shareholder should die, become disabled or incapacitated or if any
other such event should occur before the delivery of the U.S. Firm
Shares hereunder and the International Shares under the International
Underwriting Agreement, certificates for the U.S. Firm Shares and
International Shares shall be delivered by the Custodian in accordance
with the terms and conditions of this Agreement and the International
Underwriting Agreement and actions taken by the Committee and the
Custodian pursuant to the Agreement and Power of Attorney shall be as
valid as if such death, incapacity or other event had not occurred,
regardless of whether or not the Custodian or the Committee, or either
of them, shall have received notice thereof.

5. AGREEMENTS OF THE COMPANY AND THE SELLING SHAREHOLDERS.
The Company and the Selling Shareholders (as to Sections 5(i), (j), (k), (n),
(o), (p) and (q)) agree, severally and not jointly, with the several U.S.
Underwriters as follows:

(a) The Company will not, either prior to the Effective Date
or thereafter during such period as the Prospectus is required by law
to be delivered in connection with sales of the Shares by a U.S.
Underwriter, International Underwriter or dealer, file any amendment
or supplement to the Registration Statement or the Prospectus, unless
a copy thereof shall first have been submitted to the Representatives
and the Managers within a reasonable period of time prior to the
filing thereof and the Representatives and the Managers shall have not
objected thereto in good faith.

(b) The Company will use its best efforts to cause the
Registration Statement to become effective, and will

-20-
<PAGE> 21
notify the Representatives and the Managers promptly, and will confirm
such advice in writing (1) when the Registration Statement (including
the Rule 462 registration statement, if any) has become effective and
when any post-effective amendment thereto becomes effective, (2) of
any request by the Commission for amendments or supplements to the
Registration Statement or the Prospectus or for additional
information, (3) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose or the threat thereof,
(4) of the happening of any event during the period mentioned in the
second sentence of Section 5(e) that in the judgment of the Company
makes any statement made in the Registration Statement or the
Prospectus untrue or that requires the making of any changes in the
Registration Statement or the Prospectus in order to make the
statements therein, in light of the circumstances in which they are
made, not misleading and (5) of receipt by the Company or any
representative or attorney of the Company of any other communication
from the Commission relating to the Company, the Registration
Statement, any preliminary prospectus or the Prospectus. If at any
time the Commission shall issue any order suspending the effectiveness
of the Registration Statement, the Company will make every reasonable
effort to obtain the withdrawal of such order at the earliest possible
moment. If the Company has omitted any information from the
Registration Statement pursuant to Rule 430A, the Company will use its
best efforts to comply with the provisions of and make all requisite
filings with the Commission pursuant to said Rule 430A and to notify
the Representatives and the Managers promptly of all such filings.

(c) The Company will furnish to the Representatives and the
Managers, without charge, two signed copies of the Registration
Statement and of any post-effective amendment thereto, including
financial statements and schedules, and all exhibits thereto
(including any document filed under the Exchange Act and deemed to be
incorporated by reference into the Prospectus), and will furnish to
the Representatives and the Managers, without charge, for transmittal
to each of the other U.S. Underwriters and International Underwriters,
a copy of the Registration Statement and any post-effectiveness
amendment thereto, including financial statements and schedules but
without exhibits.

-21-
<PAGE> 22
(d) The Company will comply with all the provisions of any
undertakings contained in the Registration Statement.

(e) On the Effective Date, and thereafter from time to time,
the Company will deliver (i) to each of the U.S. Underwriters, without
charge, as many copies of the United States Prospectus or any
amendment or supplement thereto as the Representatives may reasonably
request and (ii) to each of the International Underwriters, without
charge, as many copies of the International Prospectus or any
amendment or supplement thereto as the Managers may reasonably
request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by the several U.S. Underwriters and
the International Underwriters and by all dealers to whom the Shares
may be sold, both in connection with the offering or sale of the
Shares and for any period of time thereafter during which the
Prospectus is required by law to be delivered in connection therewith.
If during such period of time any event shall occur which in the
judgment of the Company or counsel to the U.S. Underwriters or counsel
to the International Underwriters should be set forth in the
Prospectus in order to make any statement therein, in the light of the
circumstances under which it was made, not misleading, or if it is
necessary to supplement or amend the Prospectus to comply with law,
the Company will forthwith prepare and duly file with the Commission
an appropriate supplement or amendment thereto, and will deliver to
each of the U.S. Underwriters, without charge, such number of copies
of such supplement or amendment to the U.S. Prospectus as the
Representatives may reasonably request and will deliver to each of the
Managers, without charge, such number of copies of such supplement or
amendment to the International Prospectus as the Managers may
reasonably request. The Company shall not file any document under the
Exchange Act before the termination of the offering of the Shares by
the U.S. Underwriters and the Managers if such document would be
deemed to be incorporated by reference into the Prospectus which is
not approved by the Representatives and the Managers after reasonable
notice thereof.

(f) Prior to any public offering of the Shares, the Company
will cooperate with the Representatives and the Managers and counsel
to the Underwriters and the Managers in connection with the
registration or qualification of the Shares for offer and sale under
the securities or Blue Sky laws of such jurisdictions as the
Representatives and the Managers may request, including,

-22-
<PAGE> 23
without limitation, the provinces and territories of Canada and other
jurisdictions outside the United States; provided, that in no event
shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to take any action
which would subject it to general service of process in any
jurisdiction where it is not now so subject.

(g) During the period of five years commencing on the
Effective Date, the Company will furnish to the Representatives, the
Managers and each other U.S. Underwriter or International Underwriter
who may so request copies of such financial statements and other
periodic and special reports as the Company may from time to time
distribute generally to the holders of any class of its capital stock,
and will furnish to the Representatives, the Managers and each other
U.S. Underwriter or International Underwriter who may so request a
copy of each annual or other report it shall be required to file with
the Commission.

(h) The Company will make generally available to holders of
its securities as soon as may be practicable but in no event later
than the last day of the fifteenth full calendar month following the
calendar quarter in which the Effective Date falls, an earnings
statement (which need not be audited but shall be in reasonable
detail) for a period of 12 months ended commencing after the Effective
Date, and satisfying the provisions of Section 11(a) of the Act
(including Rule 158 of the Rules and Regulations).

(i) Whether or not the transactions contemplated by this
Agreement or the International Underwriting Agreement are consummated
or this Agreement or the International Underwriting Agreement is
terminated, the Company and the Selling Shareholders, jointly and
severally, will pay, or reimburse if paid by the Representatives or
the Managers, all costs and expenses incident to the performance of
the obligations of the Company and the Selling Shareholders under this
Agreement and the International Underwriting Agreement, including but
not limited to costs and expenses of or relating to (1) the
preparation, printing and filing of the Registration Statement and
exhibits to it, each preliminary prospectus, Prospectus and any
amendment or supplement to the Registration Statement or Prospectus,
(2) the preparation and delivery of certificates representing the
Shares, (3) the printing of this Agreement, the Agreement Between U.S.
Underwriters and

-23-
<PAGE> 24
International Underwriters, the International Underwriting Agreement,
the Agreement Among Underwriters, the Agreement among International
Underwriters, any Dealer Agreements, any Underwriters' Questionnaire
and the Agreement and Power of Attorney, (4) furnishing (including
costs of shipping and mailing) such copies of the Registration
Statement, the Prospectus and any preliminary prospectus, and all
amendments and supplements thereto, as may be requested for use in
connection with the offering and sale of the Shares by the U.S.
Underwriters, the International Underwriters or by dealers to whom
Shares may be sold, (5) the listing of the Shares on the New York and
Pacific Stock Exchanges, (6) any filing fees required to be made by
the U.S. Underwriters and the International Underwriters with the
NASD, and the fees, disbursements and other charges of counsel for the
U.S. Underwriters and International Underwriters in connection
therewith, (7) the registration or qualification of the Shares for the
offer and sale under the securities or Blue Sky laws of such
jurisdictions designated pursuant to Section 5(f), including the fees,
disbursements and other charges of counsel (including counsel in
Canadian provinces and territories) to the U.S. Underwriters and
International Underwriters in connection therewith, and the
preparation and printing of preliminary, supplemental and final Blue
Sky memoranda, (8) counsel to the Company and the Selling Stockholders
and (9) the transfer agent and registrar for the Shares.

(j) If this Agreement or the International Underwriting
Agreement shall be terminated by the Company or the Selling
Shareholders pursuant to any of the provisions hereof or thereof
(otherwise than pursuant to Section 9 hereof and Section 9 thereof) or
if for any reason the Company or any Selling Shareholder shall be
unable to perform its obligations hereunder or thereunder, the Company
and the Selling Shareholders, jointly and severally, will reimburse
the several U.S. Underwriters and International Underwriters for all
out-of-pocket expenses (including the fees, disbursements and other
charges of counsel to the U.S. Underwriters and International
Underwriters) reasonably incurred by them in connection herewith.

(k) The Company and the Selling Shareholders will not at any
time, directly or indirectly, take any action intended, or which might
reasonably be expected, to cause or result in, or which will
constitute, stabilization of

-24-
<PAGE> 25
the price of the shares of Common Stock to facilitate the sale or
resale of any of the Shares.

(l) The Company will apply the net proceeds from the offering
and sale of the Shares to be sold by the Company in the manner set
forth in the Prospectus under "Use of Proceeds".

(m) The Company will not, and will cause each of its
executive officers and directors to enter into agreements with the
Representatives and the Managers in the form set forth in Exhibit D to
the effect that they will not, for a period of 180 days after the
commencement of the public offering of the Shares, without the prior
written consent of the Representatives and the Managers (i) directly
or indirectly, assign, transfer, offer, sell, agree to sell, issue,
hypothecate, or otherwise dispose of any shares of Common Stock, or
securities convertible into or exchangeable for or any rights to
acquire shares of Common Stock, or (ii) in any way reduce his risk of
ownership or investment in any shares of Common Stock.

(n) The Selling Shareholders will not, for a period of 180
days after the commencement of the public offering of the Shares,
without the prior written consent of the Representatives and the
Managers, (i) directly or indirectly, assign, transfer, offer, sell,
agree to sell, issue, hypothecate, or otherwise dispose of any shares
of Common Stock, or securities convertible into or exchangeable for or
any rights to acquire shares of Common Stock, or (ii) in any way
reduce his risk of ownership or investment in any shares of Common
Stock.

(o) The Selling Shareholders will not, without the prior
written consent of the Representatives, make any bid for or purchase
any shares of Common Stock during the 120-day period following the
date hereof.

(p) As soon as any Selling Shareholder is advised thereof,
such Selling Shareholder will advise the Representatives and the
Managers and confirm such advice in writing, (1) of receipt by such
Selling Shareholder, or by any representative of such Selling
Shareholder, of any communication from the Commission relating to the
Registration Statement, the Prospectus or any preliminary prospectus,
or any notice or order of the Commission relating to the Company or
any of the Selling Shareholders in connection with the transactions
contemplated by this Agreement or the International

-25-
<PAGE> 26
Underwriting Agreement and (2) of the happening of any event during
the period from and after the Effective Date that in the judgment of
such Selling Shareholder makes any statement made in the Registration
Statement or the Prospectus untrue or that requires the making of any
changes in the Registration Statement or the Prospectus in order to
make the statements therein, in light of the circumstances in which
they were made, not misleading.

(q) The Selling Shareholders will deliver to the
Representatives and the Managers prior to or on the Closing Date a
properly completed and executed United States Treasury Department Form
W-9 (or other applicable form or statement specified by Treasury
Department regulations in lieu thereof).

6. CONDITIONS OF THE OBLIGATIONS OF THE U.S. UNDERWRITERS.
In addition to the execution and delivery of the U.S. Price Determination
Agreement, the obligations of each U.S. Underwriter hereunder are subject to
the following conditions:

(a) Notification that the Registration Statement has become
effective shall be received by the Representatives and the Managers
not later than 5:00 p.m., New York City time, on the date of this
Agreement and the International Underwriting Agreement or at such
later date and time as shall be consented to in writing by the
Representatives and the Managers and all filings required by Rules 424
and 462 of the Rules and Regulations and Rule 430A shall have been
made.

(b) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall be pending or threatened by the Commission, (ii) no
order suspending the effectiveness of the Registration Statement or
the qualification or registration of the Shares under the securities
or Blue Sky laws of any jurisdiction shall be in effect and no
proceeding for such purpose shall be pending before or threatened or
contemplated by the Commission or the authorities of any such
jurisdiction, (iii) any request for additional information on the part
of the staff of the Commission or any such authorities shall have been
compiled with to the satisfaction of the staff of the Commission or
such authorities and (iv) after the date hereof no amendment or
supplement to the Registration Statement or the Prospectus shall have
been filed unless a copy thereof was first submitted to the
Representatives and the Managers and the Representatives and the
Managers did not object thereto in good faith,

-26-
<PAGE> 27
and the Representatives and the Managers shall have received
certificates, dated the Closing Date and the Option Closing Date and
signed by the Chief Executive Officer or the Chairman of the Board of
Directors of the Company and the Chief Financial Officer of the
Company (who may, as to proceedings threatened, rely upon the best of
their information and belief), to the effect of clauses (i), (ii) and
(iii).

(c) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, (i) there
shall not have been a material adverse change in the general affairs,
business, business prospects, properties, management, condition
(financial or otherwise) or results of operations of the Company and
its subsidiaries, taken as a whole, whether or not arising from
transactions in the ordinary course of business, in each case other
than as set forth in or contemplated by the Registration Statement and
the Prospectus and (ii) neither the Company nor any of its
subsidiaries shall have sustained any material loss or interference
with its business or properties from fire, explosion, flood or other
casualty, whether or not covered by insurance, or from any labor
dispute or any court or legislative or other governmental action,
order or decree, which is not set forth in the Registration Statement
and the Prospectus, if in the judgment of the Representatives any such
development makes it impracticable or inadvisable to consummate the
sale and delivery of the Shares by the U.S. Underwriters and the
International Underwriters at the initial public offering price.

(d) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there shall
have been no litigation or other proceeding (including any
investigation) instituted against or with respect to the Company or
any of its subsidiaries or any of their respective officers or
directors in their capacities as such, before or by any Federal, state
or local court, commission, regulatory body, administrative agency or
other governmental body, domestic or foreign, in which litigation or
proceeding an unfavorable ruling, decision or finding (including any
disqualification under any current or future contract) would
materially and adversely affect the business, properties, business
prospects, condition (financial or otherwise) or results of operations
of the Company and its subsidiaries taken as a whole.

-27-
<PAGE> 28
(e) Each of the representations and warranties of the Company
and the Selling Shareholders contained herein shall be true and
correct in all material respects at the Closing Date and, with respect
to the Option Shares, at the Option Closing Date as if made at the
Closing Date and, with respect to the Option Shares, at the Option
Closing Date, and all covenants and agreements contained herein and in
the International Underwriting Agreement to be performed on the part
of the Company and the Selling Shareholders and all conditions
contained herein and in the International Underwriting Agreement to be
fulfilled or complied with by the Company and the Selling Shareholders
at or prior to the Closing Date and, with respect to the Option
Shares, at or prior to the Option Closing Date, shall have been duly
performed, fulfilled or complied with.

(f) The Representatives and the Managers shall have received
opinions, each dated the Closing Date and, with respect to the Option
Shares, the Option Closing Date, and satisfactory in form and
substance to counsel for the U.S. Underwriters and International
Underwriters, from Skadden, Arps, Slate, Meagher & Flom, counsel to
the Company and the Selling Shareholders, Michael R. Kargula, Esq.,
General Counsel to the Company, [OTHER SPECIAL COUNSEL], each to the
effect set forth in Exhibit E.

(g) The Representatives and the Managers shall have received
an opinion, dated the Closing Date and the Option Closing Date, from
McDermott, Will & Emery, counsel to the U.S. Underwriters, with
respect to the Registration Statement, the Prospectus and this
Agreement, which opinion shall be satisfactory in all respects to the
Representatives and the Managers.

(h) Concurrently with the execution and delivery of this
Agreement and the International Underwriting Agreement, or, if the
Company elects to rely on Rule 430A, on the date of the United States
Prospectus, each of the Accountants shall have furnished to the
Representatives and the Managers a letter, dated the date of its
delivery, addressed to the Representatives and the Managers and in
form and substance satisfactory to the Representatives and the
Managers, confirming that they are independent accountants with
respect to the Company and Disclosure as required by the Act and the
Rules and Regulations and with respect to certain financial and other
statistical and numerical information contained in the Registration
Statement or incorporated by reference therein. At the Closing Date
and, as to the Option

-28-
<PAGE> 29
Shares, the Option Closing Date, each of the Accountants shall have
furnished to the Representatives and the Managers another letter,
dated the date of its delivery, which shall confirm, on the basis of a
review in accordance with the procedures set forth in the letter
referred to in the prior sentence, that nothing has come to each of
their attention during the period from the date of the letter referred
to in the prior sentence to a date (specified in the subsequent
letter) not more than five days prior to the Closing Date and the
Option Closing Date, as the case may be, which would require any
change in the letter referred to in the prior sentence dated the date
hereof if it were required to be dated and delivered at the Closing
Date and the Option Closing Date.

(i) Concurrently with the execution and delivery of this
Agreement and the International Underwriting Agreement, or, if the
Company elects to rely on Rule 430A, on the date of the Prospectus,
and at the Closing Date and, as to the Option Shares, the Option
Closing Date, there shall be furnished to the Representatives and the
Managers an accurate certificate, dated the date of its delivery,
signed by each of the Chief Executive Officer and the Chief Financial
Officer of the Company, in form and substance satisfactory to the
Representatives and the Managers, to the effect that:

(i) Each signer of such certificate has carefully
examined the Registration Statement and the Prospectus
(including any documents filed under the Exchange Act and
deemed to be incorporated by reference into the Prospectus)
and (A) as of the date of such certificate, such documents are
true and correct in all material respects and do not omit to
state a material fact required to be stated therein or
necessary in order to make the statements therein not untrue
or misleading and (B) in the case of the certificate delivered
at the Closing Date and the Option Closing Date, since the
Effective Date no event has occurred as a result of which it
is necessary to amend or supplement the Prospectus in order to
make the statements therein not untrue or misleading in any
material respect and there has been no document required to be
filed under the Exchange Act and the Exchange Act Rules and
Regulations that upon such filing would be deemed to be
incorporated by

-29-
<PAGE> 30
reference into the Prospectus that has not been so filed.

(ii) Each of the representations and warranties of
the Company contained in this Agreement were, when originally
made, and are, at the time such certificate is dated, true and
correct in all material respects.

(iii) Each of the covenants required to be performed
by the Company herein and in the International Underwriting
Agreement on or prior to the date of such certificate has been
duly, timely and fully performed and each condition herein
required to be satisfied or fulfilled on or prior to the date
of such certificate has been duly, timely and fully satisfied
or fulfilled.

(j) Concurrently with the execution and delivery of this
Agreement and the International Underwriting Agreement and at the
Closing Date and, as to the Option Shares, the Option Closing Date,
there shall have been furnished to the Representatives and the
Managers an accurate certificate, dated the date of its delivery,
signed by the Committee on behalf of each of the Selling Shareholders,
in form and substance satisfactory to the Representatives and the
Managers, to the effect that the representations and warranties of
each of the Selling Shareholders contained herein are true and correct
in all material respects on and as of the date of such certificate as
if made on and as of the date of such certificate, and each of the
covenants and conditions required herein and in the International
Underwriting Agreement to be performed or complied with by the Selling
Shareholders on or prior to the date of such certificate has been
duly, timely and fully performed or complied with.

(k) On or prior to the Closing Date, the Representatives and
the Managers shall have received the executed agreements referred to
in Section 5(n).

(l) The Shares shall be qualified for sale in such
jurisdictions as the Representatives and the Managers may reasonably
request, and each such qualification shall be in effect and not
subject to any stop order or other proceeding on the Closing Date or
the Option Closing Date.

-30-
<PAGE> 31
(m) Prior to the Closing Date, the Shares shall have been
duly authorized for listing by the New York and Pacific Stock
Exchanges upon official notice of issuance.

(n) The Company and the Selling Shareholders shall have
furnished to the Representatives and the Managers such certificates,
in addition to those specifically mentioned herein, as the
Representatives or the Managers may have reasonably requested as to
the accuracy and completeness at the Closing Date and the Option
Closing Date of any statement in the Registration Statement or the
Prospectus or any documents filed under the Exchange Act and deemed to
be incorporated by reference into the Prospectus, as to the accuracy
at the Closing Date and the Option Closing Date of the representations
and warranties of the Company and the Selling Shareholders herein and
in the International Underwriting Agreement, as to the performance by
the Company and the Selling Shareholders of its and their respective
obligations hereunder and under the International Underwriting
Agreement, or as to the fulfillment of the conditions concurrent and
precedent to the obligations hereunder and under the International
Underwriting Agreement of the Representatives and the Managers.

(o) The closing of the purchase and sale of the International
Shares pursuant to the International Underwriting Agreement shall
occur concurrently with the closing of the purchase and sale of the
U.S. Firm Shares hereunder.

7. Indemnification.
----------------

(a) Each of the Company and the Selling Shareholders, jointly
and severally, will indemnify and hold harmless each U.S. Underwriter,
the directors, officers, employees and agents of each U.S. Underwriter
and each person, if any, who controls each U.S. Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, liabilities, expenses and
damages (including any and all investigative, legal and other expenses
reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted),
to which they, or any of them, may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, liabilities,
expenses or damages arise out of or are based on any untrue statement
or alleged untrue statement of a material fact contained in any
preliminary prospectus, the Registration

-31-
<PAGE> 32
Statement, or the Prospectus or any amendment or supplement to the
Registration Statement or the Prospectus, or in any documents filed
under the Exchange Act and deemed to be incorporated by reference into
the Prospectus, or the omission or alleged omission to state in such
document a material fact required to be stated in it or necessary to
make the statements in it not misleading, provided that the Company
and the Selling Shareholders will not be liable to the extent that
such loss, claim, liability, expense or damage arises from the sale of
the U.S. Shares in the public offering to any person by a U.S.
Underwriter and is based on an untrue statement or omission or alleged
untrue statement or omission made in reliance on and in conformity
with information relating to any U.S. Underwriter furnished in writing
to the Company by the Representatives on behalf of any U.S.
Underwriter expressly for inclusion in the Registration Statement, the
United States Preliminary Prospectus or the United States Prospectus.
This indemnity agreement will be in addition to any liability that the
Company or any Selling Shareholder might otherwise have.

(b) Each U.S. Underwriter will indemnify and hold harmless
the Company, the Selling Shareholders, each person, if any, who
controls the Company or the Selling Shareholders within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act, each director
of the Company and each officer of the Company who signs the
Registration Statement to the same extent as the foregoing indemnity
from the Company and the Selling Shareholders to each U.S.
Underwriter, but only insofar as losses, claims, liabilities, expenses
or damages arise out of or are based on any untrue statement or
omission or alleged untrue statement or omission made in reliance on
and in conformity with information relating to any U.S. Underwriter
furnished in writing to the Company by the Representatives on behalf
of such U.S. Underwriter expressly for use in the Registration
Statement, the United States Preliminary Prospectus or the United
States Prospectus. This indemnity will be in addition to any
liability that each U.S. Underwriter might otherwise have.

-32-
<PAGE> 33
substantive rights or defenses by the indemnifying party. If any such
action is brought against any indemnified party and it notifies the
indemnifying party of its commencement, the indemnifying party will be
entitled to participate in and, to the extent that it elects by
delivering written notice to the indemnified party promptly after
receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly
notified, to assume the defense of the action, with counsel
satisfactory to the indemnified party, and after notice from the
indemnifying party to the indemnified party of its election to assume
the defense, the indemnifying party will not be liable to the
indemnified party for any legal or other expenses except as provided
below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the
defense. The indemnified party will have the right to employ its own
counsel in any such action, but the fees, expenses and other charges
of such counsel will be at the expense of such indemnified party
unless (1) the employment of counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties
that are different from or in addition to those available to the
indemnifying party, (3) a conflict or potential conflict exists (based
on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party
will not have the right to direct the defense of such action on behalf
of the indemnified party) or (4) the indemnifying party has not in
fact employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and
other charges of counsel will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm
admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they
are incurred. An indemnifying party will not be liable for any
settlement of any action or claim effected without its written consent
(which consent will not be unreasonably withheld).

(d) In order to provide for just and equitable contribution
in circumstances in which the indemnification

-33-
<PAGE> 34
provided for in the foregoing paragraphs of this Section 7 is
applicable in accordance with its terms but for any reason is held to
be unavailable from the Company, the Selling Shareholders or the U.S.
Underwriters, the Company, the Selling Shareholders and the U.S.
Underwriters will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claims
asserted, but after deducting any contribution received by the Company
or the Selling Shareholders from persons other than the U.S.
Underwriters, such as persons who control the Company or the Selling
Shareholders within the meaning of the Act, officers of the Company
who signed the Registration Statement and directors of the Company,
who also may be liable for contribution) to which the Company or the
Selling Shareholders and any one or more of the U.S. Underwriters may
be subject in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and Selling Shareholders on
the one hand and the U.S. Underwriters on the other. The relative
benefits received by the Company and the Selling Shareholders, on the
one hand, and the U.S. Underwriters, on the other, shall be deemed to
be in the same proportion as the total net proceeds from the offering
(before deducting expenses) received by the Company and the Selling
Shareholders bear to the total underwriting discounts and commissions
received by the U.S. Underwriters, in each case as set forth in the
table on the cover page of the United States Prospectus. If, but only
if, the allocation provided by the foregoing sentence is not permitted
by applicable law, the allocation of contribution shall be made in
such proportion as is appropriate to reflect not only the relative
benefits referred to in the foregoing sentence but also the relative
fault of the Company and the Selling Shareholders, on the one hand,
and the U.S. Underwriters, on the other, with respect to the
statements or omissions which resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other
relevant equitable considerations with respect to such offering. Such
relative fault shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by
the Company, the Selling Shareholders, or the Representatives on
behalf of the U.S. Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company, the Selling
Shareholders and the U.S. Underwriters agree that it would not be just
and equitable if contributions pursuant to this Section 7(d) were to
be determined by pro rata allocation (even if the U.S.

-34-
<PAGE> 35
Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take into account the
equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim,
liability, expense or damage, or action in respect thereof, referred
to above in this Section 7(d) shall be deemed to include, for purposes
of this Section 7(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of
this Section 7(d), no U.S. Underwriter shall be required to contribute
any amount in excess of the underwriting discounts received by it and
no person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) will be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. The U.S. Underwriters' obligations to contribute
as provided in this Section 7(d) are several in proportion to their
respective underwriting obligations and not joint. For purposes of
this Section 7(d), any person who controls a party to this Agreement
within the meaning of the Act will have the same rights to
contribution as that party, and each officer of the Company who signed
the Registration Statement will have the same rights to contribution
as the Company, subject in each case to the provisions hereof. Any
party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a
claim for contribution may be made under this Section 7(d), will
notify any such party or parties from whom contribution may be sought,
but the omission so to notify will not relieve the party or parties
from whom contribution may be sought from any other obligation it or
they may have under this Section 7(d). No party will be liable for
contribution with respect to any action or claim settled without its
written consent (which consent will not be unreasonably withheld).

(e) The indemnity and contribution agreements contained in
this Section 7 and the representations and warranties of the Company
and the Selling Shareholders contained in this Agreement shall remain
operative and in full force and effect regardless of (i) any
investigation made by or on behalf of the U.S. Underwriters, (ii)
acceptance of any of the U.S. Shares and payment therefor or (iii)
any termination of this Agreement.

(f) Notwithstanding any other provision contained in this
Agreement, the maximum amount for which any Selling Shareholder shall
be liable under this Section 7 shall be the

-35-
<PAGE> 36
net proceeds from the offering (before deducting expenses) received by
such Selling Shareholder.

8. TERMINATION. The obligations of the several U.S.
Underwriters under this Agreement may be terminated at any time on or prior to
the Closing Date (or, with respect to the Option Shares, on or prior to the
Option Closing Date), by notice to the Company and the Committee from the
Representatives, without liability on the part of any U.S. Underwriter to the
Company or any Selling Shareholder, if, prior to delivery and payment for the
U.S. Shares (or the Option Shares, as the case may be), in the sole judgment of
the Representatives, (i) trading in any of the equity securities of the Company
shall have been suspended by the Commission, by the New York Stock Exchange or
by the Pacific Stock Exchange, (ii) trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or minimum or maximum
prices shall have been generally established on such exchange, or additional
material governmental restrictions, not in force on the date of this Agreement,
shall have been imposed upon trading in securities generally by such exchange
or by order of the Commission or any court or other governmental authority,
(iii) a general banking moratorium shall have been declared by either Federal
or New York State authorities, (iv) a moratorium in foreign exchange trading by
major international banks shall have been declared or (v) any material adverse
change in the financial or securities markets in the United States or Europe or
in political, financial or economic conditions in the United States or Europe
or any outbreak or material escalation of hostilities or declaration by the
United States of a national emergency or war or other calamity or crisis shall
have occurred, the effect of any of which is such as to make it, in the sole
judgment of the Representatives, impracticable or inadvisable to market the
Shares on the terms and in the manner contemplated by the Prospectus.

9. SUBSTITUTION OF UNDERWRITERS. If any one or more of the
U.S. Underwriters shall fail or refuse to purchase any of the U.S. Firm Shares
which it or they have agreed to purchase hereunder, and the aggregate number of
U.S. Firm Shares which such defaulting U.S. Underwriter or U.S. Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of U.S. Firm Shares, the other U.S. Underwriters shall be
obligated, severally, to purchase the U.S. Firm Shares which such defaulting
U.S. Underwriter or U.S. Underwriters agreed but failed or refused to purchase,
in the proportions which the number of U.S. Firm Shares which they have
respectively agreed to purchase pursuant to Section 1 bears to the aggregate
number of U.S. Firm Shares which all such non-defaulting U.S. Underwriters have
so agreed to purchase, or in such other proportions as the Representatives may
specify; provided that in no event shall the maximum number of U.S. Firm Shares
which any U.S. Underwriter has

-36-
<PAGE> 37
become obligated to purchase pursuant to Section 1 be increased pursuant to
this Section 9 by more than one-ninth of the number of U.S. Firm Shares agreed
to be purchased by such U.S. Underwriter without the prior written consent of
such U.S. Underwriter. If any U.S. Underwriter or U.S. Underwriters shall fail
or refuse to purchase any U.S. Firm Shares and the aggregate number of U.S.
Firm Shares which such defaulting U.S. Underwriter or U.S. Underwriters agreed
but failed or refused to purchase exceeds one-tenth of the aggregate number of
the U.S. Firm Shares and arrangements satisfactory to the Representatives, the
Company and the Committee for the purchase of such U.S. Firm Shares are not
made within 48 hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting U.S. Underwriter, or the Company or
any Selling Shareholder for the purchase or sale of any U.S. Shares under this
Agreement. In any such case either the Representatives or the Company and the
Committee shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the United States Prospectus or in any documents
or arrangements may be effected. Any action taken pursuant to this Section 9
shall not relieve any defaulting U.S. Underwriter from liability in respect of
any default of such U.S. Underwriter under this Agreement.

10. U.S. DISTRIBUTION. Each U.S. Underwriter represents and
agrees that, except for (x) sales between the U.S. Underwriters and the
International Underwriters pursuant to Section 1 of the Agreement Between U.S.
and International Underwriters and (y) stabilization transactions contemplated
in Section 3 thereof conducted as part of the distribution of the Shares, (a)
it is not purchasing any of the U.S. Shares for the account of anyone other
than a United States or Canadian Person and (b) it has not offered or sold, and
will not offer or sell, directly or indirectly, any of the U.S. Shares or
distribute any prospectus relating to the U.S. Shares outside the United States
or Canada to anyone other than a United States or Canadian Person, and any
dealer to whom it may sell any of the U.S. Shares will represent that it is not
purchasing any of the U.S. Shares for the account of anyone other than a United
States or Canadian Person and will agree that it will not offer or resell such
U.S. Shares directly or indirectly outside the United States or Canada or to
anyone other than a United States or Canadian Person or to any other dealer who
does not so represent and agree.

The U.S. Underwriters further confirm that in determining
their net commitment for short account pursuant to Section 7 of the Amended and
Restated Master Agreement Among Underwriters dated as of June 11, 1984, there
shall be subtracted any Shares purchased for such U.S. Underwriter's account
pursuant to Section 1 of the Agreement Between U.S. and International
Underwriters.

-37-
<PAGE> 38
11. MISCELLANEOUS. Notice given pursuant to any of the
provisions of this Agreement shall be in writing and, unless otherwise
specified, shall be mailed or delivered (a) if to the Company, at the office of
the Company, 1000 Winter Street, Suite 4300N, Waltham, Massachusetts 02154,
Attention: Michael R. Kargula, Esq., (b) if to any Selling Shareholder,
______________________, or (c) if to the U.S. Underwriters, to the
Representatives at the offices of PaineWebber Incorporated, 1285 Avenue of the
Americas, New York, New York 10019, Attention: Corporate Finance Department.
Any such notice shall be effective only upon receipt. Any notice under Section
8 or 9 may be made by telex or telephone, but if so made shall be subsequently
confirmed in writing.

This Agreement has been and is made solely for the benefit of
the several U.S. Underwriters, the Company and the Selling Shareholders and of
the controlling persons, directors and officers referred to in Section 7, and
their respective successors and assigns, and, except as set forth in the
International Underwriting Agreement, no other person shall acquire or have any
right under or by virtue of this Agreement. The term "successors and assigns"
as used in this Agreement shall not include a purchaser, as such purchaser, of
U.S. Shares from any of the several U.S. Underwriters.

With respect to any obligation of the Company and the Selling
Shareholders hereunder to make any payment, to indemnify for any liability or
to reimburse for any expense, notwithstanding the fact that such obligation is
a joint and several obligation of the Company and the Selling Shareholders, the
U.S. Underwriters (or any other person to whom such payment, indemnification or
reimbursement is owed) may pursue the Company with respect thereto prior to
pursuing any Selling Shareholder.

Any action required or permitted to be taken by the
Representatives under this Agreement may be taken by them jointly or by
PaineWebber Incorporated.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

This Agreement may be signed in two or more counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.

In case any provision in this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

-38-
<PAGE> 39
The Company, the Selling Shareholders and the U.S.
Underwriters each hereby irrevocably waive any right they may have to a trial
by jury in respect of any claim based upon or arising out of this Agreement or
the transactions contemplated hereby.

* * * * *

-39-
<PAGE> 40
Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Shareholders and the several U.S.
Underwriters.

Very truly yours,

PRIMARK CORPORATION

By: _______________________________
Title:

THE SELLING SHAREHOLDERS NAMED IN
SCHEDULE I ATTACHED HERETO

By: The Committee

By: _______________________________
Title:
Confirmed as of the date
first above mentioned:

PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
Acting on behalf of themselves and as the
Representatives of the other several U.S.
Underwriters named in Schedule II attached hereto.

By: PAINEWEBBER INCORPORATED

By: _________________________
Title:

By: ALEX. BROWN & SONS INCORPORATED

By: _________________________
Title:

By: A.G. EDWARDS & SONS, INC.

By: _________________________
Title:

-40-
<PAGE> 41

<TABLE>
SCHEDULE I

SELLING SHAREHOLDERS

<CAPTION>
Total
Name of Number of U.S.
Selling Firm Shares
Shareholder to be Sold
----------- --------------
<S> <C>
Joseph E. Kasputys 129,600
John C. Holt 53,120
Stephen H. Curran 15,200
Michael R. Kargula 24,160
Patrick G. Richmond 8,320
------------
Total............................ 230,400
============
</TABLE>

<PAGE> 42

<TABLE>
SCHEDULE II

U.S. UNDERWRITERS

<CAPTION>
Number of U.S.
Name of Firm Shares
U.S. Underwriters to be Purchased
----------------- -------------------
<S> <C>
PaineWebber Incorporated
Alex. Brown & Sons Incorporated
A.G. Edwards & Sons, Inc.

-----------------
Total............................ 3,030,400
=================
</TABLE>

<PAGE> 43
EXHIBIT A

PRIMARK CORPORATION

____________

U.S. PRICE DETERMINATION AGREEMENT

___________ ___, 1995

Dear Sirs:

Reference is made to the U.S. Underwriting Agreement, dated
_________ ___, 1995 (the "U.S. Underwriting Agreement"), among Primark
Corporation, a Michigan corporation (the "Company"), the Selling Shareholders
named in Schedule I thereto or hereto (the "Selling Shareholders"), and the
several U.S. Underwriters named in Schedule II thereto or hereto (the "U.S.
Underwriters"), for whom PaineWebber Incorporated, Alex. Brown & Sons
Incorporated, and A.G. Edwards & Sons, Inc. are acting as representatives (the
"U.S. Representatives"). The U.S. Underwriting Agreement provides for the
purchase by the U.S. Underwriters from the Company and the Selling
Shareholders, subject to the terms and conditions set forth therein, of an
aggregate of 3,030,400 shares (the "U.S. Firm Shares") of the Company's Common
Stock, without par value. This Agreement is the U.S. Price Determination
Agreement referred to in the U.S. Underwriting Agreement.

Pursuant to Section 1 of the U.S. Underwriting Agreement, the
undersigned agree with the U.S. Representatives as follows:

1. The initial public offering price per share for the U.S.
Firm Shares shall be $_____.

2. The purchase price per share for the U.S. Firm Shares to
be paid by the several U.S. Underwriters shall be $_____

A-1
<PAGE> 44
representing an amount equal to the initial public offering price set forth
above, less $_______ per share.

The Company represents and warrants to each of the U.S.
Underwriters that the representations and warranties of the Company set forth
in Section 3 of the U.S. Underwriting Agreement are accurate as though
expressly made at and as of the date hereof.

The Selling Shareholders represent and warrant to each of the
U.S. Underwriters that the representations and warranties of the Selling
Shareholder set forth in Section 4 of the U.S. Underwriting Agreement are
accurate as though expressly made at and as of the date hereof.

As contemplated by the U.S. Underwriting Agreement, attached
as Schedule II is a completed list of the several U.S. Underwriters, which
shall be a part of this Agreement and the U.S. Underwriting Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

If the foregoing is in accordance with your understanding of
the agreement among the U.S. Underwriters, the Company and the Selling
Shareholders, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts and together with the
U.S. Underwriting Agreement shall be a binding agreement among the U.S.
Underwriters, the Company and the Selling Shareholders in accordance with its
terms and the terms of the U.S. Underwriting Agreement.
* * *

A-2
<PAGE> 45
Very truly yours,

PRIMARK CORPORATION

By: _______________________________
Title:

THE SELLING SHAREHOLDERS NAMED IN
SCHEDULE I ATTACHED TO THE U.S.
UNDERWRITING AGREEMENT

By: The Committee

By: _______________________________
Title:
Confirmed as of the date
first above mentioned:

By: PAINEWEBBER INCORPORATED

By: _________________________
Title:

By: ALEX. BROWN & SONS INCORPORATED

By: _________________________
Title:

By: A.G. EDWARDS & SONS, INC.

By: _________________________
Title:

A-3
<PAGE> 46
EXHIBIT B

POWER OF ATTORNEY

PRIMARK CORPORATION

Common Stock

[Names and Addresses of Committee]

Dear Sirs:

The undersigned understands that Primark Corporation, a
Michigan corporation (the "Company"), intends to file a registration statement
(together with any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended (the "Act") relating to the
prior registration statement, being the "Registration Statement") under the
Act, in connection with the proposed public offering and sale by the Company,
the undersigned (the "Selling Shareholder") and certain other selling
shareholders (collectively, the "Selling Shareholders") of the Company's Common
Stock, without par value (the "Common Stock").

The Selling Shareholder desires to sell certain shares of
Common Stock and to include such shares among the shares covered by the
Registration Statement. The number of shares of Common Stock which the
undersigned desires to sell (the "Shares") are set forth beneath the signature
of the Selling Shareholder below.

Concurrently with the execution and delivery of this Power of
Attorney, the undersigned is delivering to you, or requesting the Company to
deliver to you, certificates for the Shares, which you are authorized to
deposit with __________, as custodian (the "Custodian"), pursuant to a custody
agreement in the form attached as Attachment A hereto (the "Custody
Agreement").

1. In connection with the foregoing, the Selling Shareholder
hereby makes, constitutes and appoints you collectively, and each of you,
individually (a "Member") and each of your respective substitutes under Section
3, the true and lawful attorneys-in-fact of the undersigned (the Members or any
of them or their respective substitutes, being herein referred to collectively
as the "Committee"), with full power and authority, in the name and on behalf
of the Selling Shareholder.

(a) To enter into the Custody Agreement and deposit with the
Custodian pursuant thereto the certificates for

B-1
<PAGE> 47
the Shares delivered to the Committee concurrently herewith;

(b) For the purpose of effecting the sale of the Shares, to
execute and deliver (i) an Underwriting Agreement (the "U.S.
Underwriting Agreement"), by and among the Company, the other Selling
Shareholders and the representatives (the "Representatives"), selected
by the Company, of the several U.S. Underwriters (the "U.S.
Underwriters"), (ii) an Underwriting Agreement (the "International
Underwriting Agreement"), by and among the Company, the other Selling
Shareholders and the managers (the "Managers"), selected by the
Company, of the several International Underwriters (the "International
Underwriters"), (iii) a U.S. Price Determination Agreement (as defined
in the U.S. Underwriting Agreement), by and among the Company, the
other Selling Shareholders and the Representatives of the several U.S.
Underwriters and (iv) an International Price Determination Agreement
(as defined in the International Underwriting Agreement), by and among
the Company, the other Selling Shareholders and the Managers of the
several International Underwriters;

(c) To endorse, transfer and deliver certificates for the
Shares to or on the order of the Representatives, the Managers or to
their nominee or nominees, and to give such orders and instructions to
the Custodian as the Committee may in its sole discretion determine
with respect to (i) the transfer on the books of the Company of the
Shares in order to effect such sale (including the names in which new
certificates for such Shares are to be issued and the denominations
thereof); (ii) the delivery to or for the account of the
Representatives and the Managers of the certificates for the Shares
against receipt by the Custodian of the full purchase price to be paid
therefor; (iii) the remittance to the Selling Shareholder of the
Selling Shareholder's share of the proceeds, after payment of the
expenses described in the U.S. Underwriting Agreement, from any sale
of Shares; and (iv) the return to the Selling Shareholder of
certificates representing the number of Shares (if any) deposited with
the Custodian but not sold by the Selling Shareholder under the
Registration Statement for any reason;

(d) To retain Skadden, Arps, Slate, Meagher & Flom (who are
also counsel to the Company) as legal counsel for the Selling
Shareholders in connection with any and all matters referred to
herein;

B-2
<PAGE> 48
(e) To take for the Selling Shareholder all steps deemed
necessary or advisable by the Committee in connection with the
registration of the Shares under the Act, including without limitation
filing amendments to the Registration Statement, filing a registration
statement under Rule 462(b) relating to the Registration Statement,
requesting acceleration of effectiveness of the Registration
Statement, advising the Securities and Exchange Commission that the
reason the Selling Shareholder is offering the Shares for sale is to
diversify the Selling Shareholder's investments and to assist the
Company in enlarging the public market for the Common Stock, informing
said Commission that the Selling Shareholder has no knowledge of any
material adverse information with regard to the current and
prospective operations of the Company which is not stated in the
Registration Statement, and such other steps as the Committee may in
its absolute discretion deem necessary or advisable;

(f) To make, acknowledge, verify and file on the behalf of
the Selling Shareholder applications, consents to service of process
and such other undertakings or reports as may be required by law with
state commissioners or officers administering state securities or Blue
Sky laws and to take any other action required to facilitate the
qualification of the Shares under the securities or Blue Sky laws of
the jurisdictions in which the Shares are to be offered;

(g) If necessary, to endorse (in blank or otherwise) on
behalf of the Selling Shareholder the certificate or certificates
representing the Shares, or a stock power or powers attached to such
certificate or certificates; and

(h) To make, execute, acknowledge and deliver all such other
contracts, orders, receipts, notices, requests, instructions,
certificates, letters and other writings and, in general, to do all
things and to take all action which the Committee in its sole
discretion may consider necessary or proper in connection with or to
carry out the aforesaid sale of Shares, as fully as could the Selling
Shareholder if personally present and acting.

2. This Power of Attorney and all authority conferred hereby
is granted and conferred subject to and in consideration of the interest of the
Company, the Representatives, the Managers, the U.S. Underwriters, the
International Underwriters and the other Selling Shareholders and, for the
purpose of completing the

B-3
<PAGE> 49
transactions contemplated by this Power of Attorney, this Power of Attorney and
all authority conferred hereby shall be irrevocable and shall not be terminated
by any act of the Selling Shareholder or by operation of law, whether by the
death, disability, or incapacity of the Selling Shareholder or by the
occurrence of any other event or events, and if, after the execution hereof,
the Selling Shareholder shall die or become disabled or incapacitated, or if
any other such event or events shall occur before the completion of the
transactions contemplated by this Power of Attorney, the Committee shall
nevertheless be authorized and directed to complete all such transactions as if
such death, disability, incapacity, or other event or events had not occurred
and regardless of notice thereof.

3. Each Member shall have the full power to make and
substitute any person in the place and stead of such Member, and the Selling
Shareholder hereby ratifies and confirms all that each Member or substitute or
substitutes shall do by virtue of these presents. All actions hereunder may be
taken by any one Member or his substitute. In the event of the death,
disability or incapacity of any Member, the remaining Member or Members shall
appoint a substitute therefor.

4. The Selling Shareholder hereby represents, warrants and
covenants that:

(a) All information furnished to the Company by or on behalf
of the Selling Shareholder for use in connection with the preparation
of the Registration Statement is and will be true and correct in all
material respects and does not and will not omit any material fact
necessary to make such information not misleading;

(b) The Selling Shareholder, having full right, power and
authority to do so, has duly executed and delivered this Power and
Attorney;

(c) The Selling Shareholder has carefully reviewed the
Registration Statement and will carefully review each amendment
thereto immediately upon receipt thereof from the Company and will
promptly advise the Company in writing if:

(i) The name and address of the Selling Shareholder
is not properly set forth in each preliminary prospectus
(collectively, the "Preliminary Prospectus") contained in the
Registration Statement at the time it becomes effective;

B-4
<PAGE> 50
(ii) The Selling Shareholder has reason to believe
that (A) any information furnished to the Company by or on
behalf of the Selling Shareholder for use in connection with
the Registration Statement, the Preliminary Prospectus, or the
final prospectus (including the abbreviated term sheet, if
any) (the "Prospectus") is not true and complete; and (B) any
Preliminary Prospectus, the Prospectus and any supplements
thereto contain any untrue statement of a material fact or
omit to state any material fact required to be stated herein
or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading;

(iii) The Selling Shareholder knows of any material
adverse information with regard to the current or prospective
operations of the Company or any of its subsidiaries which is
not disclosed in any Preliminary Prospectus, the Prospectus or
the Registration Statement; or

(iv) Except as indicted in the Prospectus, the
Selling Shareholder knows of any arrangements made or to be
made by any person, or of any transaction already effected,
(A) to limit or restrict the sale of shares of the Common
Stock during the period of the public distribution, (B) to
stabilize the market for the Common Stock or (C) to withhold
commissions, or otherwise to hold any other person responsible
for the distribution of the Selling Shareholder's
participation;

(d) In connection with the offering of the Shares, the
Selling Shareholder has not taken and will not take, directly or
indirectly, any action intended to, or which might reasonably be
expected to, cause or result in stabilization or manipulation of the
price of the Shares to facilitate the sale or resale of the Shares;

(e) The Selling Shareholder has not distributed and will not
distribute any prospectus or other offering material in connection
with the offering and sale of the Shares other than a Preliminary
Prospectus, the Prospectus or other material permitted by the Act;

B-5
<PAGE> 51
(f) The Selling Shareholder will notify the Company in
writing immediately of any changes in the foregoing information which
should be made as a result of developments occurring after the date
hereof and prior to the Closing Dates under the U.S. Underwriting
Agreement and under the International Underwriting Agreement, and the
Committee may consider that there has not been any such development
unless advised to the contrary;

(g) The Selling Shareholder has, and at the time of delivery
of the Shares to the Representatives and the Managers it will have,
full power and authority to enter into this Power of Attorney, to
carry out the terms and provisions hereof and to make all the
representations, warranties and covenants contained herein; and

(h) This Power of Attorney is the valid and binding agreement
of the Selling Shareholder and is enforceable against the Selling
Shareholder in accordance with its terms.

5. The representations, warranties and covenants of the
Selling Shareholder in this Power of Attorney are made for the benefit of, and
may be relied upon by, the other Selling Shareholders, the Committee, the
Company and its counsel, and their representatives, agents and counsel, the
Custodian, the U.S. Underwriters, the Representatives, the Managers and the
International Underwriters.

6. The Committee shall be entitled to act and rely upon any
statement, request, notice or instructions respecting this Power of Attorney
given to it by the Selling Shareholder, not only as to the authorization,
validity and effectiveness thereof, but also as to truth and acceptability of
any information therein contained.

It is understood that the Committee assumes no responsibility
or liability to any person other than to deal with the Shares deposited with it
and the proceeds from the sale of the Shares in accordance with the provisions
hereof. The Committee makes no representations with respect to and shall have
no responsibility for the Registration Statement, the Prospectus or any
Preliminary Prospectus nor, except as herein expressly provided, for any aspect
of the offering of Common Stock, and it shall not be liable for any error of
judgment or for any act done or omitted or for any mistake of fact or law
except for its own negligence or bad faith. The Selling Shareholder agrees to
indemnify the Committee for and to hold the Committee harmless against any
loss, claim, damage or liability incurred on its part arising out of or in
connection with it acting as the Committee

B-6
<PAGE> 52
under this Power of Attorney, as well as the cost and expense of investigating
and defending against any such loss, claim, damage or liability, except to the
extent such loss claim, damage or liability is due to the negligence or bad
faith of the Member seeking indemnification. The Selling Shareholder agrees
that the Committee may consult with counsel of its own choice (who may be
counsel for the Company) and it shall have full and complete authorization and
protection for any action taken or suffered by it hereunder in good faith and
in accordance with the opinion of such counsel.

It is understood that the Committee may, without breaching any
express or implied obligation to the Selling Shareholder hereunder, release,
amend or modify any other Power of Attorney granted by any other Selling
Shareholder.

7. It is understood that the Committee shall serve entirely
without compensation.

8. THIS POWER OF ATTORNEY SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK.

This Power of Attorney may be signed in two or more
counterparts with the same effect as if the signature thereto and hereto upon
the same instrument.

In case any provision in this Power of Attorney shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

The Power of Attorney shall be binding upon the Committee and
the Selling Shareholder and the heirs, legal representatives, distributees,
successors and assigns of the Selling Shareholder.

* * *

B-7
<PAGE> 53
Dated: ________ ___, 1995

Very truly yours,

___________________________________

Signature(s) of Selling
Shareholder(s)

___________________________________

SHARES TO BE SOLD:
______ shares of Common Stock

ACKNOWLEDGED AND ACCEPTED
THE COMMITTEE:

_______________________________

NOTE: SIGNATURES MUST BE NOTARIZED
Selling Shareholders should use the appropriate form
for the state in which they are located.

B-8
<PAGE> 54
Attachment A

CUSTODY AGREEMENT
-----------------

CUSTODY AGREEMENT, dated _________ ___, 1995, among
______________________________, as Custodian (the "Custodian"), and the persons
listed on Annex I hereto (each a "Selling Shareholder" and collectively the
"Selling Shareholders").

Primark Corporation, a Michigan corporation (the "Company"),
intends to file a registration statement (together with any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act
of 1933, as amended (the "Act") relating to the prior registration statement,
being the "Registration Statement") with the Securities and Exchange Commission
to register for sale to the public under the Act, shares of the Company's
Common Stock, without par value (the "Common Stock").

The shares to be covered by the Registration Statement shall
consist of (a) up to ________ shares of Common Stock to be sold by the Company
and (b) up to _________ shares of Common Stock (the "Shares") to be sold by the
Selling Shareholders.

Each of the Selling Shareholders has executed and delivered a
Power of Attorney (the "Power of Attorney") naming __________, __________ and
__________, and each of them, as his attorney-in-fact (the "Committee"), for
certain purposes, including the execution, delivery and performance of this
Agreement in his name, place and stead, in connection with the proposed sale by
each Selling Shareholder of the number of Shares set forth opposite such
Selling Shareholder's name in Annex A.

1. A custody arrangement is hereby established by the Selling
Shareholders with the Custodian with respect to the Shares, and the Custodian
is hereby instructed to act in accordance with this Agreement and any
amendments or supplements hereto authorized by the Committee.

2. There are herewith delivered to the Custodian, and the
Custodian hereby acknowledges receipt of, certificates representing the Shares,
which certificates have been endorsed in blank or are accompanied by duly
executed stock powers, in each case with all signatures guaranteed by a
commercial bank or trust company or by a member firm of the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. or a member of the National
Association of Securities Dealers, Inc. Such certificates are to be held by
the Custodian for the account of the Selling

A-1
<PAGE> 55
Shareholders and are to be disposed of by the Custodian in accordance with this
Agreement.

3. The Custodian is authorized and directed by the Selling
Shareholders:

(a) To hold the certificates representing the Shares
delivered by the Selling Shareholders in its custody;

(b) On or immediately prior to the statement date for any
Shares sold pursuant to the Registration Statement (the "Closing
Date"), to cause such Shares to be transferred on the books of the
Company into such names as the Custodian shall have been instructed by
the representatives (the "Representatives") of the several U.S.
Underwriters (the "U.S. Underwriters") and the Managers (the
"Managers") of the several International Underwriters (the
"International Underwriters"); to cause to be issued, against
surrender of the certificates for the Shares, a new certificate or
certificates for such Shares, free of any restrictive legend,
registered in such name or names; to deliver such new certificates
representing such Shares to the Representatives and the Managers, as
instructed by the Representatives and the Managers on the Closing Date
for their account or accounts against full payment therefor; and to
give receipt for such payment; and

(c) To disburse such payments in the following manner: (i) to
itself, as agent for the Selling Shareholders, a reserve amount to be
designated in writing by the Committee from which amount the Custodian
shall pay, as soon as reasonably practicable, (A) the Selling
Shareholders' proportionate share of all expenses of the offering and
sale of the Shares as provided in the Underwriting Agreement by and
among the Company, the Selling Shareholders and the Representatives,
(B) its reasonable disbursements for acting hereunder with respect to
the sale of the Shares and (C) any applicable stock transfer taxes;
and (ii) to each Selling Shareholder, pursuant to the written
instructions of the Committee, (A) on the Closing Date, a sum equal to
the share of the proceeds to which such Selling Shareholder is
entitled, as determined by the Committee, less the reserve amount
designated by any Committee, and (B) promptly after all proper
charges, disbursements, costs and expenses shall have been paid, any
remaining balance of the amount reserved under clause (i) above.
Before making any payment from the amount reserved under clause

A-2
<PAGE> 56
(i) above, except payments made pursuant to subclause (B) of clause
(ii) above, the Custodian shall request and receive the written
approval of the Committee. To the extent the expenses referred to in
subclause (A) of clause (i) above exceed the amount reserved, the
Selling Shareholders shall remain liable for their proportionate share
of such expenses.

4. Subject in each case to the indemnification obligations
set forth in Section 7, in the event Shares of any Selling Shareholder are not
sold prior to June 30, 1996, the Custodian shall deliver to such Selling
Shareholder as soon as practicable after the earlier to occur of such date and
termination of the offering of the Shares, certificates representing such
Shares deposited by such Selling Shareholder. Certificates returned to any
Selling Shareholder shall be returned with any related stock powers, and any
new certificates issued to the Selling Shareholders with respect to such Shares
shall bear any appropriate legend reflecting the unregistered status thereof
under the Act.

5. This Agreement is for the express benefit of the Company
and the Selling Shareholders, the U.S. Underwriters, the Representatives, the
International Underwriters and the Managers. The obligations and
authorizations of the Selling Shareholders hereunder are irrevocable and shall
not be terminated by any act of any Selling Shareholder or by operation of law,
whether by the death, disability, or incapacity of any Selling Shareholder or
by the occurrence of any other event or events, and if after the execution
hereof any Selling Shareholder shall die or become disabled or incapacitated,
or if any other event or events shall occur before the delivery of such Selling
Shareholder's Shares hereunder to the Representatives and the Managers, such
Shares shall be delivered to the Representatives and the Managers in accordance
with the terms and conditions of this Agreement, as if such event had not
occurred, regardless of whether or not the Custodian shall have received notice
of such event.

6. Until payment of the purchase price for the Shares has
been made to the Selling Shareholders or to the Custodian, the Selling
Shareholders shall remain the owner of (and shall retain the right to receive
dividends and distributions on, and to vote) the number of Shares delivered by
each of them to the Custodian hereunder. Until such payment in full has been
made or until the offering of Shares has been terminated, each Selling
Shareholder agrees that it will not give, assign, sell, agree to sell, pledge,
hypothecate, grant any lien on, transfer, or otherwise dispose of the Shares or
any interests therein.

A-3
<PAGE> 57
7. The Custodian shall assume no responsibility to any person
other than to deal with the certificates for the Shares and the proceeds from
the sale of the Shares represented thereby in accordance with the provisions
hereof, and the Selling Shareholders, severally and not jointly, hereby agree
to indemnify the Custodian for and to hold the Custodian harmless against any
and all losses, claims, damages or liabilities incurred on its part arising out
or in connection with it acting as the Custodian pursuant hereto, as well as
the cost and expenses of investigating and defending any such losses, claims,
damages or liabilities, except to the extent such losses, claims, damages or
liabilities are due to the negligence or bad faith of the Custodian. The
Selling Shareholders agree that the Custodian may consult with counsel of its
own choice (who may be counsel for the Company), and the Custodian shall have
full and complete authorization and protection for any action taken or suffered
by the Custodian hereunder in good faith and in accordance with the opinion of
such counsel.

8. Each of the Selling Shareholders, jointly and not
severally, hereby represents and warrants that: (a) it has, and at the time of
delivery of its Shares to the Representatives and the Managers it will have,
full power and authority to enter into this Agreement and the Power of
Attorney, to carry out the terms and provisions hereof and thereof and to make
all of the representations, warranties and agreements contained herein and
therein; and (b) this Agreement and the Power of Attorney are the valid and
binding agreements of such Selling Shareholder and are enforceable against such
Selling Shareholder in accordance with their respective terms.

9. The Custodian's acceptance of this Agreement by the
execution hereof shall constitute an acknowledgment by the Custodian of the
authorization herein conferred and shall evidence the Custodian's agreement to
carry out and perform the Agreement in accordance with its terms.

10. The Custodian shall be entitled to act and rely upon any
statement, request, notice or instruction with respect to this Agreement given
to it on behalf of each of the Selling Shareholders if the same shall be made
or given to the Custodian by the Committee, not only as to the authorization,
validity and effectiveness thereof, but also as to the truth and acceptability
of any information therein contained.

11. This Agreement may be executed in two or more
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument. Execution by the Custodian of one counterpart hereof
and its delivery thereof to the Committee

A-4
<PAGE> 58
shall constitute the valid execution of this Agreement by the Custodian.

12. This Agreement shall be binding upon the Custodian, each
of the Selling Shareholders and the respective heirs, legal representatives,
distributees, successors and assigns of the Selling Shareholders.

13. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.

14. Any notice given pursuant to this Agreement shall be
deemed given if in writing and delivered in person, or if given by telephone or
telegraph if subsequently confirmed by letter: (i) if to a Selling
Shareholder, to his address set forth in Annex I; and (ii) if to the Custodian,
to it at ______________.

* * *

A-5
<PAGE> 59
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

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

---------------------------------,
as Custodian

THE SELLING SHAREHOLDERS LISTED
IN ANNEX I HERETO:

By: The Committee

By:
-------------------------------

A-6
<PAGE> 60

<TABLE>
Annex I
-------

<CAPTION>
Names and Address of
Selling Shareholders Shares to be Sold
- -------------------- -----------------
<S> <C>

-----------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
=================
</TABLE>

A-7
<PAGE> 61
EXHIBIT C

SUBSIDIARIES
------------

C-1
<PAGE> 62
EXHIBIT D
____________ ___, 1995

PAINEWEBBER INCORPORATED
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
As Representatives of the several U.S. Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
As Managers of the several International Underwriters
c/o PaineWebber International (U.K.) Ltd.
1 Finsbury Avenue
London EC2M 2PA England

Dear Sirs:

In consideration of the agreement of (i) the several U.S.
Underwriters for which PaineWebber Incorporated, Alex. Brown & Sons
Incorporated, and A.G. Edwards & Sons, Inc. (the "Representatives") intend to
act as Representatives, and (ii) the several International Underwriters, for
which PaineWebber International (U.K.) Ltd., Alex. Brown & Sons Incorporated,
and A.G. Edwards & Sons, Inc. (the "Managers") intend to act as Managers, to
underwrite a proposed public offering (the "Offering") of 3,778,000 shares of
Common Stock, without par value (the "Common Stock") of Primark Corporation, a
Michigan corporation, as contemplated by a registration statement with respect
to such shares filed with the Securities and Exchange Commission on Form S-3
(Registration No. 33-_______), the undersigned hereby agrees that the
undersigned will not, for a period of 180 days after the commencement of the
public offering of such shares, without the prior written consent of the
Representatives and the Managers, (i) directly or indirectly assign, transfer,
offer, sell, agree to sell, hypothecate, or otherwise dispose of any shares of
Common Stock, or securities convertible into or exchangeable for or any rights
to acquire shares of Common Stock, or (ii) in any way reduce his risk of
ownership or investment in any shares of Common Stock.

Very truly yours,

By:
------------------------------
Print Name:
----------------------

D-1
<PAGE> 63
EXHIBIT E

Form of Opinion of
Counsel to the Company
and the Selling Shareholders
----------------------------

Relating to the Issuance and Sale by the Company:
- -------------------------------------------------

1. The Company and each of its subsidiaries is a corporation
duly organized, validly existing and, except for subsidiaries organized under
the laws of England and Wales or Hong Kong [OTHERS?], in good standing under
the laws of the jurisdiction of its incorporation, is duly licensed or
qualified to do business and is in good standing as a foreign corporation in
all jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such license or
qualification necessary, has full corporate power and authority to conduct all
the activities conducted by it, to own or lease all the assets owned or leased
by it and to conduct its business as described in the Registration Statement
and the Prospectus and has all governmental licenses, permits, consents,
orders, approvals and other authorizations necessary to carry on its business
as contemplated in the Prospectus. The Company is the sole record and
beneficial owner of all of the capital stock of each of its subsidiaries.

2. All of the outstanding shares of Common Stock have been,
and the Shares when paid for by the U.S. Underwriters and the International
Underwriters in accordance with the terms of the Agreement and the
International Underwriting Agreement, respectively, will be, duly authorized,
validly issued, fully paid and nonassessable and will not be subject to any
preemptive or similar right.

3. No consent, approval, authorization or order of, or any
filing or declaration with, any court or governmental agency or body is
required in connection with the authorization, issuance, transfer, sale or
delivery of the Shares by the Company, in connection with the execution,
delivery and performance of the Agreement or the International Underwriting
Agreement by the Company or in connection with the taking by the Company of any
action contemplated thereby, except such as have been obtained under the Act
and the Rules and Regulations and such as may be required by the by-laws and
rules of the NASD in connection with the purchase and distribution by the
Underwriters of the Shares to be sold by the Company. All references in this
opinion to the Agreement and the International Underwriting Agreement shall

E-1
<PAGE> 64
include the U.S. Price Determination Agreement and the International Price
Determination Agreement, respectively.

4. The authorized and outstanding capital stock of the
Company is as set forth in the Registration Statement and the Prospectus. The
description of the Common Stock contained in or incorporated by reference in
the Prospectus conforms to the terms thereof contained in the Company's
certificate of incorporation.

5. The Registration Statement and the Prospectus (including
any documents incorporated by reference into the Prospectus, at the time they
were filed) comply or complied in all material respects as to form with the
requirements of the Act, the Exchange Act, the Exchange Act Rules and
Regulations and the Rules and Regulations (except that we express no opinion as
to financial statements, schedules and other financial and statistical data
contained in the Registration Statement or the Prospectus or incorporated by
referenced therein).

6. We have participated in the preparation of the
Registration Statement and the Prospectus and nothing has come to our attention
which has caused us to believe that, as of the Effective Date, as of the Rule
462 Effective Date, as of the Closing Date, and as of the Option Closing Date,
the Registration Statement, or any amendment thereto, contained or contains any
untrue statement of a material fact or omitted or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that any Prospectus or any amendment or supplement thereto
including and documents incorporated by reference into the Prospectus, at the
time such Prospectus was issued, at the time any such amended or supplemented
Prospectus was issued, at the Closing Date and the Option Closing Date,
contained or contains any untrue statement of a material fact or omitted or
omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not
misleading (except that we express no opinion as to financial statements,
schedules and other financial or statistical data contained in the Registration
Statement or the Prospectus or incorporated by reference therein).

7. The Registration Statement has become effective under the
Act and, to the best of our knowledge, no order suspending the effectiveness of
the Registration Statement has been issued and no proceeding for that purpose
has been instituted or is threatened, pending or contemplated.

8. We have reviewed all contracts, instruments or other
documents referred to in the Registration Statement and the Prospectus and such
contracts, instruments or other documents are fairly summarized or disclosed
therein, and filed as exhibits

E-2
<PAGE> 65
thereto as required, and, after due inquiry, we do not know of any contracts,
instruments or other documents required to be so summarized or disclosed or
filed or required to be filed under the Exchange Act if upon such filing they
would be incorporated, in whole or in part, by reference therein which have not
been so summarized or disclosed or filed.

9. All descriptions in the Prospectus of statutes,
regulations or legal or governmental proceedings are accurate and fairly
present the information required to be shown.

10. The Company has full corporate power and authority to
enter into the Agreement and the International Underwriting Agreement, and each
of the Agreement and the International Underwriting Agreement has been duly
authorized, executed and delivered by the Company, is a valid and binding
agreement of the Company and, except for the indemnification and contribution
provisions thereof, as to which we express no opinion, and subject to
applicable bankruptcy laws, is enforceable against the Company in accordance
with the terms thereof.

11. The execution and delivery of the Agreement and the
International Underwriting Agreement by the Company, the consummation by the
Company of the transactions therein contemplated and the compliance by the
Company with the terms of the Agreement and the International Underwriting
Agreement do not and will not result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets of the Company or any of its
subsidiaries pursuant to the terms or provisions of, or result in a breach or
violation of any of the terms or provisions of, or constitute a default or
result in the acceleration of any obligation under, the charter documents,
by-laws, or other governing instruments of the Company or any of its
subsidiaries, any indenture, mortgage, deed of trust, voting trust agreement,
loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument known to us to
which the Company or any of its subsidiaries is a party or by which it or any
of its subsidiaries or any of its or any of its subsidiaries' properties is
bound or affected, or any judgment, ruling decree, order, statute, rule or
regulation of any court or other governmental agency or body applicable to the
business or properties of the Company or any of its subsidiaries (except that
we express no opinion as to the securities or Blue Sky laws of any jurisdiction
other than the United States).

12. Delivery of certificates for the Shares will transfer
valid and marketable title thereto to each U.S. Underwriter and International
Underwriter that has purchased such Shares in good faith and we are not aware,
after the inquiry, of

E-3
<PAGE> 66
any adverse claim with respect thereto, and such Shares are free and clear of
all liens, encumbrances and claims.

13. We known of no actions, suits or proceedings (including
compliance audits and investigations) pending or, to our knowledge, threatened
against or affecting the Company or any of its subsidiaries or the business,
properties, business prospects, condition (financial or otherwise) or results
of operations of the Company or any of its subsidiaries, or any of its or their
respective officers or directors in their capacities as such, before or by any
Federal, state or foreign court, commission, regulatory body, administrative
agency or other governmental body, wherein an unfavorable ruling, decision or
finding might materially and adversely affect the Company or any of its
subsidiaries or its business, properties, business prospects, condition
(financial or otherwise) or results of operations, except as set forth in or
contemplated by the Registration Statement and the Prospectus.

14. To the best of our knowledge, neither the Company nor any
of its subsidiaries is in violation of its charter documents, by-laws or other
governing instruments or in default (nor has an event occurred which with
notice or lapse of time or both would constitute a default or acceleration) in
the performance of any obligation, agreement or condition contained in any
indenture, mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement or other evidence of indebtedness, lease,
contract or other agreement or instrument known to us to which the company or
any of its subsidiaries is a party or by which it or any of its subsidiaries or
its or any of its subsidiaries' properties is bound or affected, and neither
the Company nor any of its subsidiaries is in violation of any judgment,
ruling, decree, order, franchise, license or permit known to us or any statute,
rule or regulation of any court or other governmental agency or body applicable
to the business or properties of the Company or any of its subsidiaries which
violation or default might have a material adverse effect on the business,
properties, business prospects, condition (financial or otherwise) or results
of operation of the Company or any of its subsidiaries.

15. The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company", as such terms are defined in the Investment Company Act
of 1940, as amended.

16. The Shares have been duly authorized for listing by the
New York and Pacific Stock Exchanges upon official notice of issuance.

E-4
<PAGE> 67
17. All offers and sales by the Company and each of its
subsidiaries of their securities, including but not limited to their capital
stock and options to purchase their capital stock, prior to the date hereof
were made in compliance with the Act, the Rules and Regulations, and all other
federal, state, and foreign laws and regulations.

Relating to the Sale by the Selling Shareholders:
- -------------------------------------------------

18. Each of the Selling Shareholders has full power and
authority to enter into the Agreement, the International Underwriting Agreement
and the Agreement and Power of Attorney and to sell, transfer and deliver such
Shares pursuant to the Agreement and the Agreement and Power of Attorney. All
authorizations and consents necessary for the execution and delivery of the
Agreement, the International Underwriting Agreement and the Agreement and Power
of Attorney on behalf of each of the Selling Shareholders has been given. The
delivery of the Shares on behalf of the Selling Shareholders pursuant to the
terms of the Agreement and the International Underwriting Agreement and payment
therefor by the U.S. Underwriters and the International Underwriters will
transfer good and marketable title to the Shares to the several U.S.
Underwriters and International Underwriters purchasing the Shares, free and
clear of all liens, encumbrances and claims whatsoever.

19. Each of the Agreement, the International Underwriting
Agreement and the Agreement and Power of Attorney has been duly authorized,
executed and delivered by or on behalf of each of the Selling Shareholders, is
a valid and binding agreement of each Selling Shareholder and, except for the
indemnification and contribution provisions of the Agreement and the
International Underwriting Agreement and subject to applicable bankruptcy laws,
the Agreement, the International Underwriting Agreement and the Agreement and
Power of Attorney are enforceable against each Selling Shareholder in
accordance with the terms thereof.

20. No consent, approval, authorization or order of, or any
filing or declaration with, any court of governmental agency or body is
required in connection with the authorization, issuance, transfer, sale or
delivery of the Shares by or on behalf of the Selling Shareholders, in
connection with the execution, delivery and performance of the Agreement, the
International Underwriting Agreement and the Agreement and Power of Attorney by
or on behalf of the Selling Shareholders or in connection with the taking by or
on behalf of the Selling Shareholders of any action contemplated thereby,
except such as have been obtained under the Act or the Rules and Regulations
and such as may be required by the by-laws and rules of the NASD in connection
with the purchase and

E-5
<PAGE> 68
distribution by the Underwriters of the Shares to be sold by the Selling
Shareholders.

21. The execution and delivery of the Agreement, the
International Underwriting Agreement and the Agreement and Power of Attorney by
the Selling Shareholders, the consummation by the Selling Shareholders of the
transactions therein contemplated and the compliance by the Selling
Shareholders with the terms thereof do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any of the assets of the
Selling Shareholders pursuant to the term or provisions of, or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under or result in the acceleration of any obligation under, the
charter documents, by-laws, or other governing instruments of any corporate
Selling Shareholder, any indenture, mortgage, deed of trust, voting trust
agreement, loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument known to us to
which any Selling Shareholder is a party or by which it or any of its
properties is bound or affected, or any statute, judgment, ruling decree,
order, rule or regulation of any court or other governmental agency or body
applicable to any Selling Shareholder (except that we express no opinion to the
securities or Blue Sky laws of any jurisdiction other than the United States).

22. There are no transfer or similar taxes payable in
connection with the sale and delivery of the Shares by the Selling Shareholders
to the several U.S. Underwriters and International Underwriters, except as
specified in such opinion.

In rendering the foregoing opinions, counsel may rely, to the
extent they deem such reliance proper, on the opinions (in form and substance
reasonably satisfactory to Underwriters' counsel) of other counsel reasonably
acceptable to Underwriters' counsel as to matters governed by the laws of
jurisdictions other than the United States, and as to matters of fact, upon
certificates of officers of the Company and of government officials; provided
that such counsel shall state that the opinion of any other counsel is in form
satisfactory to such counsel and, in such counsel's opinion, such counsel and
the Underwriters are justified in relying on such opinions of other counsel.
Copies of all such opinions and certificates shall be furnished to counsel to
the Underwriters on the Closing Date.

E-6

<PAGE> 1

EXHIBIT 1.2

757,600 Shares

PRIMARK CORPORATION

Common Stock

UNDERWRITING AGREEMENT
----------------------

(International Version)

__________ __, 1995

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
As Managers of the several
International Underwriters
c/o PaineWebber International (U.K.) Ltd.
1 Finsbury Avenue
London EC2M 2PA England

Dear Sirs:

Primark Corporation, a Michigan corporation (the "Company"),
and the persons named in Schedule I (the "Selling Shareholders"), propose to
sell an aggregate of 757,600 shares (the "International Shares") of the
Company's Common Stock, without par value (the "Common Stock"), of which
700,000 shares are to be issued and sold by the Company and an aggregate of
57,600 shares are to be sold by the Selling Shareholders in the respective
amounts set forth opposite their respective names in Schedule I, in each case
to you and to the several other International Underwriters named in Schedule II
hereto (collectively, the "International Underwriters"), for whom you are
acting as managers (the "Managers"), in connection with the offering and sale
of such shares of Common Stock outside the United States and Canada to persons
other than United States and Canadian Persons (as hereinafter defined).

It is understood that the Company and the Selling Shareholders
are concurrently entering into an agreement (the "U.S. Underwriting Agreement")
providing for the sale by

<PAGE> 2

the Company and the Selling Shareholders of an aggregate of 568,200 shares of
Common Stock, including the over-allotment option described therein (the "U.S.
Shares"), through arrangements with certain underwriters in the United States
(the "U.S. Underwriters"), for whom PaineWebber Incorporated, Alex. Brown &
Sons Incorporated, and A.G. Edwards & Sons, Inc. are acting as representatives,
in connection with the offering and sale of such shares of Common Stock in the
United States and Canada to United States and Canadian Persons. As used
herein, "United States or Canadian Person" shall mean 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 of any political subdivision thereof
(other than the foreign branch of the United States or Canadian Person), and
shall include any United States or Canadian branch of a person other than a
United States or Canadian Person; and "United States" shall mean the United
States of America, its territories, possessions and all areas subject to its
jurisdiction. This Agreement incorporates by reference certain provisions from
the U.S. Underwriting Agreement (including the definitions of terms used
therein which are also used herein) and, in general, all such provisions (and
defined terms) shall be applied MUTATIS MUTANDIS as if the incorporated
provisions were set forth in full herein having regard to their context in this
Agreement as opposed to the U.S. Underwriting Agreement.

The initial public offering price per share for the
International Shares and the purchase price per share for the International
Shares to be paid by the several International Underwriters shall be agreed
upon by the Company, the Selling Shareholders and the Managers, acting on
behalf of the several International Underwriters, and such agreement shall be
set forth in a separate written instrument substantially in the form of Exhibit
A hereto (the "International Price Determination Agreement"). The International
Price Determination Agreement may take the form of an exchange of any standard
form of written telecommunication among the Company, the Selling Shareholders
and the Managers and shall specify such applicable information as is indicated
in

-2-
<PAGE> 3

Exhibit A hereto. The offering of the International Shares will be governed by
this Agreement, as supplemented by the International Price Determination
Agreement. From and after the date of the execution and delivery of the
International Price Determination Agreement, this Agreement shall be deemed to
incorporate, and, unless the context otherwise indicates, all references
contained herein to "this Agreement" and to the phrase "herein" shall be deemed
to include the International Price Determination Agreement. The initial public
offering price per share and the purchase price per share for the U.S. Shares
to be paid by the several U.S. Underwriters pursuant to the U.S. Underwriting
Agreement shall be set forth in a separate agreement (the "U.S. Price
Determination Agreement"), the form of which is attached to the U.S.
Underwriting Agreement. From and after the date of the execution and delivery
of the U.S. Price Determination Agreement, unless the context otherwise
indicates, all references contained herein to the "U.S. Underwriting Agreement"
shall be deemed to include the U.S. Price Determination Agreement. The
purchase price per share for the U.S. Shares to be paid by the several U.S.
Underwriters shall be identical to the purchase price per share for the
International Shares to be paid by the several International Underwriters
hereunder.

Each Selling Shareholder has executed and delivered a Custody
Agreement and a Power of Attorney in the form attached as Exhibit B to the U.S.
Underwriting Agreement pursuant to which each Selling Shareholder has placed
his U.S. Firm Shares and International Shares in custody and appointed the
persons designated therein as a committee (the "Committee") with authority to
execute and deliver this Agreement on behalf of such Selling Shareholder and to
take certain other actions with respect thereto and hereto.

The Company and the Selling Shareholders confirm as follows
their respective agreements with the Managers and the several other
International Underwriters.

1. Agreement to Sell and Purchase.
-------------------------------

-3-
<PAGE> 4
Selling Shareholders in accordance with Section 1(c) or 1(d) and set
forth in the International Price Determination Agreement, the number
of International Shares set forth opposite the name of such
International Underwriter in Schedule II, plus such additional number
of International Shares which such International Underwriter may
become obligated to purchase pursuant to Section 9 hereof. If the
Company elects to rely on Rule 430A, Schedule II may be attached to
the International Price Determination Agreement.

(b) If the Company has elected not to rely on Rule 430A,
the initial public offering price per share for the International
Shares and the purchase price per share for the International Shares
to be paid by the several International Underwriters shall be agreed
upon and set forth in the International Price Determination Agreement,
which shall be dated the date hereof, and an amendment to the
Registration Statement (as hereinafter defined) containing such per
share price information shall be filed before the Registration
Statement becomes effective.

(c) If the Company has elected to rely on Rule 430A, the
initial public offering price per share for the International Shares
and the purchase price per share for the International Shares to be
paid by the several International Underwriters shall be agreed upon
and set forth in the International Price Determination Agreement. In
the event that the International Price Determination Agreement has not
been executed by the close of business on the fourteenth business day
following the date on which the initial registration statement (as
defined in the U.S. Underwriting Agreement) becomes effective, this
Agreement shall terminate forthwith, without liability of any party to
any other party except that Section 7 shall remain in effect.

2. DELIVERY AND PAYMENT. Delivery of the International
Shares shall be made to the Managers for the accounts of the International
Underwriters against payment of the purchase price by credit to the account of
the Company, for itself and on behalf of each of the Selling Shareholders, with
the Depository Trust Company. Such payment will be made at 10:00 a.m., New
York City time, on the fourth business day following the date of this
Agreement, or, if the Company has elected to rely on Rule 430A, the fourth
business day after the date on which the first bona fide offering of the
International Shares is made by the International Underwriters, or at such time
on such other date as may be

-4-
<PAGE> 5
agreed upon by the Company and the Managers (such date is hereinafter referred
to as the "Closing Date").

The cost of original issue tax stamps, if any, in connection
with the issuance and delivery of the International Shares by the Company to
the respective International Underwriters shall be borne by the Company. The
cost of tax stamps, if any, in connection with the sale of the International
Shares by the Selling Shareholders shall be borne by the Selling Shareholders.
The Company and the Selling Shareholders will pay and save each International
Underwriter and any subsequent holder of the International Shares harmless from
any and all liabilities with respect to or resulting from any failure or delay
in paying Federal and state stamp and other transfer taxes, if any, which may
be payable or determined to be payable in connection with the original issuance
or sale to such International Underwriter of the International Shares.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
Company hereby makes to each International Underwriter the same representations
and warranties as are set forth in Section 3 of the U.S. Underwriting
Agreement, which Section is hereby incorporated herein by reference.

4. REPRESENTATIONS AND WARRANTIES OF THE SELLING
SHAREHOLDERS. Each Selling Shareholder, severally and not jointly, hereby
makes to each International Underwriter the same representations and warranties
as are set forth in Section 4 of the U.S. Underwriting Agreement, which Section
is hereby incorporated herein by reference.

5. AGREEMENTS OF THE COMPANY AND THE SELLING
SHAREHOLDERS. The Company and the Selling Shareholders, severally and not
jointly, hereby make the same agreements with the several International
Underwriters as the Company and the Selling Shareholders make in Section 5 of
the U.S. Underwriting Agreement, which Section is hereby incorporated herein by
reference.

6. CONDITIONS OF THE OBLIGATIONS OF THE INTERNATIONAL
UNDERWRITERS. The obligations of each International Underwriter hereunder are
subject to each of the conditions set forth in Section 6 of the U.S.
Underwriting Agreement, which Section is hereby incorporated herein by
reference, and the additional condition that the closing of the purchase and
sale of the U.S. Shares pursuant to the U.S. Underwriting Agreement shall
occur concurrently with the closing of the purchase and sale of the
International Shares hereunder.

-5-
<PAGE> 6
7. Indemnification.
----------------

(a) Each of the Company and the Selling Shareholders,
jointly and severally, will indemnify and hold harmless each
International Underwriter, the directors, officers, employees and
agents of each International Underwriter and each person, if any, who
controls each International Underwriter within the meaning of Section
15 of the Act or Section 20 of the Exchange Act from and against any
and all losses, claims, liabilities, expenses and damages (including
any and all investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they, or
any of them, may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or
damages arise out of or are based on any untrue statement or alleged
untrue statement of a material fact contained in any preliminary
prospectus, the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the
Prospectus, or in any documents filed under the Exchange Act and
deemed to be incorporated by reference into the Prospectus, or the
omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it
not misleading, provided that the Company and the Selling Shareholders
will not be liable to the extent that such loss, claim, liability,
expense or damage arises from the sale of the International Shares in
the public offering to any person by an International Underwriter and
is based on an untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with
information relating to any International Underwriter furnished in
writing to the Company by the Managers on behalf of any International
Underwriter expressly for inclusion in the Registration Statement, the
International Preliminary Prospectus or the International Prospectus.
For all purposes of this Agreement, the amounts of the selling
concession and the reallowance set forth in the Prospectus constitute
the only information relating to any International Underwriter
furnished in writing to the Company by the Managers on behalf of the
International Underwriters expressly for inclusion in the Registration
Statement, the International Preliminary Prospectus or the
International Prospectus. This indemnity agreement will be in
addition to any liability that the Company or any Selling Shareholder
might otherwise have.

-6-
<PAGE> 7
(b) Each International Underwriter will indemnify and
hold harmless the Company, the Selling Shareholders, each person, if
any, who controls the Company or the Selling Shareholders within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act,
each director of the Company and each officer of the Company who signs
the Registration Statement to the same extent as the foregoing
indemnity from the Company and the Selling Shareholders to each
International Underwriter, but only insofar as losses, claims,
liabilities, expenses or damages arise out of or are based on any
untrue statement or omission or alleged untrue statement or omission
made in reliance on and in conformity with information relating to any
International Underwriter furnished in writing to the Company by the
Managers on behalf of such International Underwriter expressly for use
in the Registration Statement, the International Preliminary
Prospectus or the International Prospectus. This indemnity will be in
addition to any liability that each International Underwriter might
otherwise have.

(c) Any party that proposes to assert the right to be
indemnified under this Section 7 will, promptly after receipt of
notice of commencement of any action against such party in respect of
which a claim is to be made against an indemnifying party or parties
under this Section 7, notify each such indemnifying party of the
commencement of such action, enclosing a copy of all papers served,
but the omission so to notify such indemnifying party will not relieve
it from any liability that it may have to any indemnified party under
the foregoing provisions of this Section 7 unless, and only to the
extent that, such omission results in the forfeiture of substantive
rights or defenses by the indemnifying party. If any such action is
brought against any indemnified party and it notifies the indemnifying
party of its commencement, the indemnifying party will be entitled to
participate in and, to the extent that it elects by delivering written
notice to the indemnified party promptly after receiving notice of the
commencement of the action from the indemnified party, jointly with
any other indemnifying party similarly notified, to assume the defense
of the action, with counsel satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of
its election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any legal or other expenses except
as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the
defense. The indemnified party

-7-
<PAGE> 8
will have the right to employ its own counsel in any such action, but
the fees, expenses and other charges of such counsel will be at the
expense of such indemnified party unless (1) the employment of counsel
by the indemnified party has been authorized in writing by the
indemnifying party, (2) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from
or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on advice of counsel to
the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have
the right to direct the defense of such action on behalf of the
indemnified party) or (4) the indemnifying party has not in fact
employed counsel to assume the defense of such action within a
reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and
other charges of counsel will be at the expense of the indemnifying
party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm
admitted to practice in such jurisdiction at any one time for all such
indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they
are incurred. An indemnifying party will not be liable for any
settlement of any action or claim effected without its written consent
(which consent will not be unreasonably withheld).

(d) In order to provide for just and equitable
contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 7 is applicable in
accordance with its terms but for any reason is held to be unavailable
from the Company, the Selling Shareholders or the International
Underwriters, the Company, the Selling Shareholders and the
International Underwriters will contribute to the total losses,
claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claims asserted, but after deducting any
contribution received by the Company or the Selling Shareholders from
persons other than the International Underwriters, such as persons who
control the Company or the Selling Shareholders within the meaning of
the Act, officers of

-8-
<PAGE> 9
the Company who signed the Registration Statement and directors of the
Company, who also may be liable for contribution) to which the Company
or the Selling Shareholders and any one or more of the International
Underwriters may be subject in such proportion as shall be appropriate
to reflect the relative benefits received by the Company and Selling
Shareholders on the one hand and the International Underwriters on the
other. The relative benefits received by the Company and the Selling
Shareholders on the one hand and the International Underwriters on the
other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company and the Selling Shareholders bear to the total underwriting
discounts and commissions received by the International Underwriters,
in each case as set forth in the table on the cover page of the
International Prospectus. If, but only if, the allocation provided by
the foregoing sentence is not permitted by applicable law, the
allocation of contribution shall be made in such proportion as is
appropriate to reflect not only the relative benefits referred to in
the foregoing sentence but also the relative fault of the Company and
the Selling Shareholders, on the one hand, and the International
Underwriters, on the other, with respect to the statements or
omissions which resulted in such loss, claim, liability, expense or
damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by
the Company, the Selling Shareholders, or the Managers on behalf of
the International Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company, the Selling
Shareholders and the International Underwriters agree that it would
not be just and equitable if contributions pursuant to this Section
7(d) were to be determined by pro rata allocation (even if the
International Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the loss,
claim, liability, expense or damage, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to include, for
purposes of this Section 7(d), any legal or other expenses reasonably
incurred by such indemnified party in

-9-
<PAGE> 10

connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7(d), no International
Underwriter shall be required to contribute any amount in excess of the
underwriting discounts received by it and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) will be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The International Underwriters' obligations to contribute
as provided in this Section 7(d) are several in proportion to their respective
underwriting obligations and not joint. For purposes of this Section 7(d), any
person who controls a party to this Agreement within the meaning of the Act
will have the same rights to contribution as that party, and each officer of
the Company who signed the Registration Statement will have the same rights to
contribution as the Company, subject in each case to the provisions hereof.
Any party entitled to contribution, promptly after receipt of notice of
commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 7(d), will notify any such party or
parties from whom contribution may be sought, but the omission so to notify
will not relieve the party or parties from whom contribution may be sought from
any other obligation it or they may have under this Section 7(d). No party
will be liable for contribution with respect to any action or claim settled
without its written consent (which consent will not be unreasonably withheld).

(e) The indemnity and contribution agreements contained
in this Section 7 and the representations and warranties of the
Company and the Selling Shareholders contained in, or incorporated by
reference into, this Agreement shall remain operative and in full
force and effect regardless of (i) any investigation made by or on
behalf of the International Underwriters, (ii) acceptance of any of
the International Shares and payment therefor or (iii) any termination
of this Agreement.

(f) Notwithstanding any other provision contained in this
Agreement, the maximum amount for which any Selling Shareholder shall
be liable under this Section 7 shall be the net proceeds from the
offering (before deducting expenses) received by such Selling
Shareholder.

8. TERMINATION. The obligations of the several
International Underwriters under this Agreement may be terminated at any time
on or prior to the Closing Date, by

-10-
<PAGE> 11
notice to the Company and the Committee from the Managers, without liability on
the part of any International Underwriter to the Company or any Selling
Shareholder, if, prior to delivery and payment for the International Shares, in
the sole judgment of the Managers, (i) trading in any of the equity securities
of the Company shall have been suspended by the Commission, by the New York
Stock Exchange, or by the Pacific Stock Exchange, (ii) trading in securities
generally on the New York Stock Exchange shall have been suspended or limited
or minimum or maximum prices shall have been generally established on such
exchange, or additional material governmental restrictions, not in force on the
date of this Agreement, shall have been imposed upon trading in securities
generally by such exchange or by order of the Commission or any court or other
governmental authority, (iii) a general banking moratorium shall have been
declared by either Federal or New York State authorities, (iv) a moratorium in
foreign exchange trading by major international banks shall have been declared
or (v) any material adverse change in the financial or securities markets in
the United States or Europe or in political, financial or economic conditions
in the United States or Europe or any outbreak or material escalation of
hostilities or declaration by the United States of a national emergency or war
or other calamity or crisis shall have occurred, the effect of any of which is
such as to make it, in the sole judgment of the Managers, impracticable or
inadvisable to market the International Shares on the terms and in the manner
contemplated by the Prospectus.

9. SUBSTITUTION OF UNDERWRITERS. If any one or more of
the International Underwriters shall fail or refuse to purchase any of the
International Shares which it or they have agreed to purchase hereunder, and
the aggregate number of International Shares which such defaulting
International Underwriter or International Underwriters agreed but failed or
refused to purchase is not more than one-tenth of the aggregate number of
International Shares, the other International Underwriters shall be obligated,
severally, to purchase the International Shares which such defaulting
International Underwriter or International Underwriters agreed but failed or
refused to purchase, in the proportions which the number of International
Shares which they have respectively agreed to purchase pursuant to Section 1
bears to the aggregate number of International Shares which all such non-
defaulting International Underwriters have so agreed to purchase, or in such
other proportions as the Managers may specify; provided that in no event shall
the maximum number of International Shares which any International Underwriter
has become obligated to purchase pursuant to Section 1 be increased pursuant to
this Section 9 by more than one-ninth of the number of International Shares
agreed to be purchased by

-11-
<PAGE> 12
such U.S. Underwriter without the prior written consent of such International
Underwriter. If any International Underwriter or International Underwriters
shall fail or refuse to purchase any International Shares and the aggregate
number of International Shares which such defaulting International Underwriter
or International Underwriters agreed but failed or refused to purchase exceeds
one-tenth of the aggregate number of the International Shares and arrangements
satisfactory to the Managers, the Company and the Committee for the purchase of
such International Shares are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
International Underwriter, or the Company or any Selling Shareholder for the
purchase or sale of any International Shares under this Agreement. In any such
case either the Managers or the Company and the Committee shall have the right
to postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the International Prospectus or in any other documents or arrangements may be
effected. Any action taken pursuant to this Section 9 shall not relieve any
defaulting International Underwriter from liability in respect of any default
of such International Underwriter under this Agreement.

10. INTERNATIONAL DISTRIBUTION. Each International
Underwriter represents and agrees that, except for (x) sales Between the U.S.
Underwriters and the International Underwriters pursuant to Section 1 of the
Agreement Between U.S. and International Underwriters and (y) stabilization
transactions contemplated in Section 3 thereof conducted as part of the
distribution of the Shares, (a) it is not purchasing any of the International
Shares for the account of any United States or Canadian Person and (b) it has
not offered or sold, and will not offer or sell, directly or indirectly, any of
the International Shares or distribute any prospectus relating to the
International Shares in the United States or Canada or to any United States or
Canadian Person, and any dealer to whom it may sell any of the International
Shares will represent that it is not purchasing any of the International Shares
for the account of any United States or Canadian Person and will agree that it
will not offer or resell such International Shares directly or indirectly in
the United States or Canada or to any United States or Canadian Person or to
any other dealer who does not so represent and agree.

11. MISCELLANEOUS. Notice given pursuant to any of the
provisions of this Agreement shall be in writing and, unless otherwise
specified, shall be mailed or delivered (a) if to the Company, at the office of
the Company, 1000

-12-
<PAGE> 13
Winter Street, Suite 4300N, Waltham, Massachusetts 02154, Attention: Michael
R. Kargula, Esq., (b) if to any Selling Shareholder, _______________________,
or (c) if to the International Underwriters, to the Managers at the offices of
PaineWebber International (U.K.) Ltd., 1 Finsbury Avenue, London EC2M 2PA
England, Attention: Corporate Finance Department. Any such notice shall be
effective only upon receipt. Any notice under Section 8 or 9 may be made by
telex or telephone, but if so made shall be subsequently confirmed in writing.

This Agreement has been and is made solely for the benefit of
the several International Underwriters, the Company and the Selling
Shareholders and of the controlling persons, directors and officers referred to
in Section 7, and their respective successors and assigns, and no other person
shall acquire or have any right under or by virtue of this Agreement. The term
"successors and assigns" as used in this Agreement shall not include a
purchaser, as such purchaser, of International Shares from any of the several
International Underwriters.

With respect to any obligation of the Company and the Selling
Shareholders hereunder to make any payment, to indemnify for any liability or
to reimburse for any expense, notwithstanding the fact that such obligation is
a joint and several obligation of the Company and the Selling Shareholders, the
International Underwriters (or any other person to whom such payment,
indemnification or reimbursement is owed) may pursue the Company with respect
thereto prior to pursuing any Selling Shareholder.

Any action required or permitted to be taken by the Managers
under this Agreement may be taken by them jointly or by PaineWebber
International (U.K.) Ltd.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

This Agreement may be signed in two or more counterparts with
the same effect as if the signatures thereto and hereto were upon the same
instrument.

The Company, the Selling Shareholders and the International
Underwriters each hereby irrevocably waive any right they may have to a trial
by jury in respect of any claim

-13-
<PAGE> 14
based upon or arising out of this Agreement or the transactions contemplated
hereby.

* * *

-14-
<PAGE> 15
Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Shareholders and the several
International Underwriters.

Very truly yours,

PRIMARK CORPORATION

By: ________________________
Title:

THE SELLING SHAREHOLDERS NAMED
IN SCHEDULE I ATTACHED HERETO

By: The Committee

By: _________________________
Title:

Confirmed as of the date first
above mentioned:

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
Acting on behalf of themselves and as the Managers
of the other several International Underwriters named
in Schedule II attached hereto

By: PAINEWEBBER INTERNATIONAL (U.K.) LTD.

By: __________________________________
Title:

By: ALEX. BROWN & SONS INCORPORATED

By: __________________________________
Title:

By: A.G. EDWARDS & SONS, INC.

By: __________________________________
Title:

-15-
<PAGE> 16

<TABLE>

SCHEDULE I

SELLING SHAREHOLDERS

<CAPTION>
Total
Name of Number of U.S.
Selling Firm Shares
Shareholder to be Sold
----------- --------------
<S> <C>
Joseph E. Kasputys 32,400
John C. Holt 13,280
Stephen H. Curran 3,800
Michael R. Kargula 6,040
Patrick G. Richmond 2,080
------------
Total............................ 57,600
============
</TABLE>

-16-
<PAGE> 17

<TABLE>
SCHEDULE II

U.S. UNDERWRITERS

<CAPTION>
Number of U.S.
Name of Firm Shares
U.S. Underwriters to be Purchased
----------------- -------------------
<S> <C>
PaineWebber International (U.K.) Ltd.
Alex. Brown & Sons Incorporated
A.G. Edwards & Sons, Inc.

---------------
Total............................ 757,600
===============
</TABLE>

-17-
<PAGE> 18
EXHIBIT A

PRIMARK CORPORATION

_____________________

INTERNATIONAL PRICE DETERMINATION AGREEMENT
-------------------------------------------

__________ __, 1995

Dear Sirs:

Reference is made to the International Underwriting Agreement,
dated __________ __, 1995 (the "International Underwriting Agreement"), among
Primark Corporation, a Michigan corporation (the "Company"), the Selling
Shareholders named in Schedule I thereto or hereto (the "Selling
Shareholders"), and the several International Underwriters named in Schedule II
thereto or hereto (the "International Underwriters"), for whom PaineWebber
International (U.K.) Ltd., Alex. Brown & Sons Incorporated, and A.G. Edwards &
Sons, Inc. are acting as managers (the "Managers"). The International
Underwriting Agreement provides for the purchase by the International
Underwriters from the Company and the Selling Shareholders, subject to the
terms and conditions set forth therein, of an aggregate of 757,600 shares (the
"International Shares") of the Company's Common Stock, without par value. This
Agreement is the International Price Determination Agreement referred to in the
International Underwriting Agreement.

Pursuant to Section 1 of the International Underwriting
Agreement, the undersigned agree with the Managers as follows:

A-1
<PAGE> 19
1. The initial public offering price per share for the
International Shares shall be $_______.

2. The purchase price per share for the International
Shares to be paid by the several International Underwriters shall be
$_______ representing an amount equal to the initial public offering
price set forth above, less $______ per share.

The Company represents and warrants to each of the
International Underwriters that the representations and warranties of the
Company incorporated by reference in Section 3 of the International
Underwriting Agreement are accurate as though expressly made at and as of the
date hereof.

The Selling Shareholders represent and warrant to each of the
International Underwriters that the representations and warranties of the
Selling Shareholders incorporated by reference in Section 4 of the
International Underwriting Agreement are accurate as though expressly made at
and as of the date hereof.

As contemplated by the International Underwriting Agreement,
attached as Schedule II is a completed list of the several International
Underwriters, which shall be a part of this Agreement and the International
Underwriting Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

If the foregoing is in accordance with your understanding of
the agreement among the International Underwriters, the Company and the Selling
Shareholders, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts and together with the
International Underwriting Agreement shall be a binding agreement among the
International Underwriters, the Company and the Selling Shareholders in
accordance with its terms and the terms of the International Underwriting
Agreement.

* * *

A-2
<PAGE> 20
Very truly yours,

PRIMARK CORPORATION

By:_________________________
Title:

THE SELLING SHAREHOLDERS NAMED IN
SCHEDULE I ATTACHED TO THE
INTERNATIONAL UNDERWRITING AGREEMENT

By: The Committee

By:______________________

Confirmed as of the date
first above mentioned:

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ALEX. BROWN & SONS INCORPORATED
A.G. EDWARDS & SONS, INC.
Acting on behalf of themselves and as the Managers of the other several
International Underwriters named in Schedule II attached to the
International Underwriting Agreement

By: PAINEWEBBER INTERNATIONAL (U.K.) LTD.

By: ________________________
Title:

By: ALEX. BROWN & SONS INCORPORATED

By: ________________________
Title:

By: A.G. EDWARDS & SONS, INC.

By: ________________________
Title:

A-3

<PAGE> 1
EXHIBIT 5.1
-----------

November 7, 1995

Primark Corporation
1000 Winter Street, Suite 4300N
Waltham, MA 02154

Dear Ladies and Gentlemen:

I am General Counsel of Primark Corporation, a Michigan corporation
(the "Company"). I am providing you with this opinion in connection with the
underwritten public offering of up to 4,356,200 shares (including an
underwriters' over-allotment option of 568,200 shares) of the Company's Common
Stock, without par value (the "Common Stock") which includes up to 4,068,200
shares to be issued by the Company ("Company Shares") and 288,000 shares (the
"Secondary Shares") to be sold by certain selling shareholders named in the
Registration Statement, as hereinafter defined.

This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").

In connection with this opinion, I have examined (i) the Registration
Statement of the Company on Form S-3 relating to the Company Shares and
the Secondary Shares filed with the Securities and Exchange Commission (the
"Commission") on November 1, 1995 as amended by Amendment No. 1 to the
Registration Statement filed with the Commission on November 7, 1995 (the
"Registration Statement"); (ii) the Certificate of Incorporation and the
By-laws of the Company, in each case as amended to the date hereof; (iii)
certain resolutions of the Board of Directors of the Company; (iv) a specimen
certificate evidencing the Common Stock; (v) the form of the U.S. Underwriting
Agreement (the "U.S. Underwriting Agreement") to be entered into by and among
the Company, PaineWebber Incorporated, Alex. Brown & Sons Incorporated and A.G.
Edwards & Sons, Inc., acting severally on behalf of

<PAGE> 2

Primark Corporation
November 7, 1995
Page 2

themselves and the several Underwriters named therein (the "U.S.
Underwriters"), and the Selling Shareholders named therein; (vi) the form
of the International Underwriting Agreement (the "International Underwriting
Agreement," and together with the U.S. Underwriting Agreement, the
"Underwriting Agreements") to be entered into by and among the Company, the
Selling Shareholders named therein, and PaineWebber International, Alex. Brown
& Sons Incorporated and A.G. Edwards & Sons, Inc., acting severally on behalf
of themselves and the several International Underwriters named therein
(collectively, the "International Underwriters," and together with the U.S.
Underwriters, the "Underwriters"); and (vii) such other documents as I have
deemed necessary or appropriate for the opinions expressed below.

In my examination I have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to any
facts material to the opinions expressed below which I did independently
establish or verify, I have relied upon oral or written statements and
representations of officers and other representatives of the Company and
others.

I am admitted to the Bar of the State of Michigan and I do not express
any opinion as to the law of any other jurisdiction.

Based upon and subject to the foregoing, and assuming that the
Underwriting Agreements are in substantially the form examined by me and
have been duly executed and delivered by the parties thereto, I am of the
opinion that (i) the issuance of the Company Shares has been duly
authorized and, when certificates for the

<PAGE> 3

Primark Corporation
November 7, 1995
Page 3

Company Shares in the form of the specimen certificates examined by me have
been duly executed, delivered and paid for in accordance with the terms of the
Underwriting Agreements, the Company Shares will be validly issued, fully paid
and nonassessable, and (ii) the Secondary Shares outstanding on the date hereof
are validly issued, fully paid and nonassessable, and the Secondary Shares to
be issued upon the exercise of stock options, when issued in accordance with
the terms of the relevant stock option plans, will be validly issued, fully
paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in each of the prospectuses which constitute a part of this
Registration Statement. In giving such consent, I do not thereby admit that
I am in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder.

Very truly yours,

/s/ Michael R. Kargula
----------------------
Michael R. Kargula

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-98834 of Primark Corporation on Form S-3 of our
report dated February 14, 1995, incorporated by reference in the Annual Report
on Form 10-K of Primark Corporation for the year ended December 31, 1994, and to
the references to us under the headings "Selected Consolidated Historical and
Pro Forma Financial and Operating Data" and "Experts" in the Prospectus, which
is part of this Registration Statement.

/s/ DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 7, 1995

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-98834 of Primark Corporation on Form S-3 of our
reports dated February 3, 1995 and January 29, 1993, except for Note 12, which
date is September 6, 1993, appearing in Amendment No. 2 on Form 8-K/A to the
Current Report on Form 8-K dated July 3, 1995 of Primark Corporation, and to the
references to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.

/s/ LESLIE SUFRIN AND COMPANY, P.C.

Leslie Sufrin and Company, P.C.
New York, New York

November 7, 1995