<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PRIMARK CORPORATION
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
[LOGO]
- --------------------------------------------------------------------------------
Joseph E. Kasputys Primark Corporation
Chairman, President and 1000 Winter Street
Chief Executive Officer Suite 4300
(617) 487-2102 Waltham, MA 02154
April 4, 1996
Dear Shareholder:
Your Board of Directors cordially invites you to attend the 1996 Annual Meeting
of Shareholders which will be held at 11:00 a.m. on Wednesday, May 22, 1996 at
the Colonial Hilton Hotel, 127 Walnut Street, Lynnfield, Massachusetts. Details
regarding the business of the meeting are contained in the following Notice of
Annual Meeting of Shareholders and Proxy Statement.
I look forward with the other members of the Board of Directors to the
opportunity of greeting personally those shareholders who are able to attend the
meeting. However, regardless of whether you attend the meeting, it is important
that your shares be represented. Accordingly, we urge you to sign the enclosed
Proxy and return it to us promptly in the envelope provided.
Your continued support is very much appreciated.
Sincerely,
/s/ Joseph E. Kasputys
Joseph E. Kasputys
<PAGE> 3
[LOGO]
CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Primark
Corporation will be held at the Colonial Hilton Hotel, 127 Walnut Street,
Lynnfield, Massachusetts on Wednesday, May 22, 1996 at 11:00 a.m. for the
following purposes:
(1) To elect a board of seven directors;
(2) To approve the Long-Term Incentive Agreement dated as of February 29,
1996 with Mr. John C. Holt, the President and Chief Executive Officer
of TASC, Inc. and Executive Vice President and a director of Primark
Corporation;
(3) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the year ending December 31, 1996; and
(4) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 27, 1996 will be
entitled to vote at the meeting.
You are cordially invited to attend the Annual Meeting in person.
Regardless of whether you expect to attend the meeting in person, the Board of
Directors urges you to sign, date and promptly return the enclosed Proxy in the
accompanying envelope.
By Order of the Board of Directors,
/s/ Michael R. Kargula
--------------------------------
Michael R. Kargula
Senior Vice President,
General Counsel and Secretary
April 4, 1996
- -------------------------------------------------------------------------------
IMPORTANT
Even if you expect to attend the Annual Meeting, regardless of the size of your
shareholdings, it is requested that you promptly date and sign the enclosed form
of Proxy and return it in the envelope provided. If you are able to attend the
meeting and wish to vote your shares personally, you may do so at any time
before your Proxy is voted.
- -------------------------------------------------------------------------------
<PAGE> 4
[LOGO]
CORPORATION
PROXY STATEMENT
FOR THE
1996 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors ("Board" or "Primark Board") of Primark
Corporation (hereinafter referred to as "Primark" or the "Company"), 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, to be voted at the 1996 Annual
Meeting of Shareholders of the Company to be held at the Colonial Hilton Hotel,
127 Walnut Street, Lynnfield, Massachusetts on Wednesday, May 22, 1996 at 11:00
a.m., and at any adjournments thereof. The Proxy Statement and form of Proxy are
first being sent to shareholders on or about April 4, 1996.
As of March 27, 1996, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 23,596,186 shares
of Common Stock of the Company ("Shares" or "Common Stock") outstanding. Each
outstanding Share is entitled to one vote on all matters which may come before
the Annual Meeting. All Shares which are represented by signed Proxies received
at or prior to the meeting from shareholders of record will be voted at the
Annual Meeting in accordance with the instructions indicated on such Proxies.
Executed but unmarked Proxies will be voted as recommended by the Board. A Proxy
may be revoked by the person executing it at any time before the authority
thereby granted is exercised by notifying the Secretary of the Company in
writing, or by delivering to the Secretary of the Company a Proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
In accordance with Michigan corporate law, the Company's Articles of
Incorporation and by-laws, each nominee for director will be elected upon
receiving a plurality of the votes cast at the meeting, assuming that a quorum
is present. For purposes of determining the number of votes cast with respect to
the election of directors and many other voting matters, only those cast "for"
or "against" are included. Proxies containing abstentions, withheld votes, or
broker non-votes will be counted as present for purposes of determining a
quorum, but will not be
1
<PAGE> 5
counted as votes cast at the meeting. Actions other than the election of
directors are ordinarily authorized by a majority of the votes cast. Certain
matters, however, require either a majority of the outstanding shares entitled
to vote or a majority of the shares present and entitled to vote. As to any of
such matters, an abstention or a broker non-vote has the same effect as a vote
against the proposal.
OTHER MATTERS
Except as set forth herein, the Board has no knowledge of any other matters
to come before the meeting. If, however, any other matters properly come before
the meeting upon which a vote may properly be taken, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance with their judgment
on such matters.
ELECTION OF DIRECTORS (ITEM 1)
Unless otherwise instructed on the Proxy, the persons named therein intend
to vote the Proxy for the election of the following named persons as directors
to hold office until the next Annual Meeting of Shareholders and until their
successors have been duly elected and qualified. The Board believes that, if
elected, each nominee will be able and willing to serve. However, Mr. Robert W.
Stewart has expressed a desire to retire from the Board within the next twelve
months. In the event of his retirement from the Board of Directors before the
expiration of his term, the intention of the Board is to fill the vacancy
created thereby with another qualified person. If any nominee should be unable
or unwilling to serve as a director, the Board may select a substitute nominee
and in that event the Proxy will be voted for the person so selected.
Information as of January 31, 1996 concerning the Board of Directors'
nominees for election as directors is set forth below.
KEVIN J. BRADLEY, 67, served as the Chairman of Corporate Investment
Associates, Inc., an investment management firm from November 1990 to September
1995. 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.
JOHN C. HOLT, 55, has served as the President and Chief Executive Officer
of TASC, Inc. ("TASC"), an applied information technology company and a
wholly-owned subsidiary of the Company, and Executive Vice President of the
Company since April 4, 1994. From 1982 until
2
<PAGE> 6
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 was 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.
JOSEPH E. KASPUTYS, 59, 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 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.
STEVEN LAZARUS, 64, 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 Committee and a member of the Audit and
Compensation Committees of the Board. Mr. Lazarus is also a director of Amgen
Inc. and Illinois Superconductor Corporation.
PATRICIA G. MCGINNIS, 48, 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. She is
a member of the Compensation Committee of the Board.
ROBERT W. STEWART, 71, 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
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<PAGE> 7
June 1987. Mr. Stewart has been a director of the Company since 1981. He is
Chairman of the Finance Committee of the Board.
CONSTANCE K. WEAVER, 43, is Senior Director - Investor Relations of
Microsoft Corporation, a computer software company. 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
July 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.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Members of the Board held an aggregate of six regular meetings and one
special meeting during 1995 and also served on standing committees of the Board.
For the 1995 period in which the director was a member of the Board, no director
attended less than 75 percent of the (i) total number of meetings held by the
Board, and (ii) total number of meetings held by all committees of the Board on
which the director served. In addition to the Finance Committee, the Company has
the following standing committees of the Board:
Audit Committee -- The Audit Committee, which held two meetings during
1995, recommends to the Board the selection of independent auditors; reviews the
scope of the independent audit and auditors' fees; reviews the annual financial
statements and audit results, including auditors' recommendations; reviews the
Company's internal control system; reviews the scope of the internal audit
procedures and results of those procedures; and reviews the Company's policies
relating to business conduct.
Compensation Committee -- The Compensation Committee held three meetings
during 1995. The Compensation Committee establishes the salaries and other
direct compensation for all officers of the Company, annually reviews and makes
recommendations to the Board with respect to the compensation to be paid to
outside directors of the Company, and administers certain incentive plans of the
Company.
Nominating Committee -- The Nominating Committee, which held one meeting
during 1995, is authorized to make recommendations to the Board concerning
nominees for directors to be elected at the Company's Annual Meeting of
Shareholders, nominees to fill vacancies on the Board, and policies relating to
tenure and retirement of the Company's directors and successors to the Company's
two highest ranking offices. The Nominating Committee accepts recommendations
from shareholders of individuals to be considered as nominees for directors. In
accordance with the Company's Articles of Incorporation, nominations for
election to the
4
<PAGE> 8
Board of Directors at a meeting of the shareholders may be made by the Board of
Directors, on behalf of the Board of Directors by the Nominating Committee, or
by any shareholder of the Company entitled to vote for the election of
directors. Nominations, other than those made by or on behalf of the Board of
Directors, shall be made by notice in writing, delivered to or mailed, and
received by the Secretary of the Company at least 60 days but not more than 90
days prior to the anniversary date of the immediately preceding Annual Meeting.
A shareholder's notice of nomination must contain certain information set forth
in the Company's Articles of Incorporation concerning each person the
shareholder proposes to nominate for election and the nominating shareholder.
Shareholder nominations for election as directors at the 1996 Annual Meeting
were required to have been received by March 25, 1996 in order to be considered
timely. No such nominations were received by that date.
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
The following table sets forth the number of Shares beneficially owned as
of March 1, 1996 by each director, the chief executive officer and the four
other most highly compensated executive officers, and by all directors and
executive officers of the Company as a group:
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OWNERSHIP
---- --------- ---------
<S> <C> <C>
Kevin J. Bradley(1)........................................... 92,640 .39%
Stephen H. Curran(2)(3)....................................... 291,331 1.23%
John C. Holt(3)............................................... 219,810 .93%
Michael R. Kargula(2)(3)...................................... 400,230 1.68%
Joseph E. Kasputys(2)(3)...................................... 1,894,058 7.60%
Steven Lazarus(1)............................................. 92,340 .39%
Patricia G. McGinnis(1)....................................... 15,000 .06%
Patrick G. Richmond(2)(3)..................................... 127,658 .54%
Robert W. Stewart(1)(4)....................................... 108,672 .46%
Constance K. Weaver(1)........................................ 22,500 .10%
All directors and executive officers as a group
(11 persons)(5)(6).......................................... 3,374,251 12.88%
<FN>
- ---------------
(1) Includes for Messrs. Bradley, Lazarus, and Stewart 92,340, 92,340, and
79,872 Shares, respectively, and for Mdmes. McGinnis and Weaver 15,000 and
22,500 Shares, respectively, which such directors have the right to acquire
pursuant to the exercise of the options held by them under the Primark
Corporation Stock Option Plan for Non-Employee Directors ("Stock Option Plan
for Non-Employee Directors"). Directors who are employees of the Company, or
a subsidiary thereof, are not eligible to receive option grants under this
plan.
</TABLE>
(Footnotes continued on next page)
5
<PAGE> 9
(Footnotes continued from previous page)
(2) Includes 27,028 Shares for each of Messrs. Curran, Kargula, Kasputys, and
Richmond allocated to the participant's account under the Primark
Corporation Employee Stock Ownership Plan ("ESOP") as to which the
participant possesses voting power but not dispositive power.
(3) Includes 1,415,050, 218,810, 246,240, 319,520, and 100,630 Shares subject to
stock options exercisable within 60 days of March 1, 1996 held by Messrs.
Kasputys, Holt, Curran, Kargula, and Richmond, respectively, which options
were granted under various plans of the Company.
(4) Except for the right to acquire 79,872 Shares pursuant to the exercise of
stock options held by Mr. Stewart under the Stock Option Plan for
Non-Employee Directors, shared voting and shared dispositive power with Mr.
Stewart's spouse is claimed with respect to all Shares.
(5) Includes 2,382,090 Shares subject to stock options exercisable within 60
days of March 1, 1996 held by executive officers under various plans of the
Company.
(6) Includes 135,140 Shares for all executive officers as a group which are held
under the ESOP. As to such Shares, the executive officers possess voting
power but do not possess dispositive power. Non-employee directors of the
Company are not eligible to participate in this plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
Based on information filed with the Securities and Exchange Commission
("SEC") on Schedules 13D and 13G, the following information as of the dates
indicated is set forth below with respect to beneficial owners of more than five
percent of the Shares (see also "Security Ownership of Management" starting on
page 5 hereof):
<CAPTION>
NUMBER PERCENT OF CLASS
NAME AND ADDRESS OF SHARES AS OF MARCH 1, 1996
---------------- -------------------------- -------------------
<S> <C> <C>
Neil J. Weisman........................ 1,793,000(1) 7.6%
139 W. Saddle River Road (as of June 12, 1995)
Saddle River, New Jersey 07458
FMR Corp............................... 1,193,000(2) 5.1%
82 Devonshire Street (as of December 31, 1995)
Boston, Massachusetts 02109
<FN>
- ---------------
(1) Sole voting and sole dispositive power is claimed with respect to 1,793,000
Shares.
(2) Sole voting power is claimed with respect to 859,300 Shares and sole
dispositive power is claimed with respect to 1,193,000 Shares.
</TABLE>
6
<PAGE> 10
DIRECTORS' COMPENSATION
During 1995, each director who was not an employee of the Company or of any
of its subsidiaries received as compensation for the director's services an
annual retainer of $15,000. Effective February 24, 1995, the fee for each Board
meeting and committee meeting attended by a non-employee director was
established at $1,500 and $750, respectively; provided, however, that if a
committee meeting is held on a date when no Board meeting is held, each
non-employee director who is a member of the committee is entitled to receive
$1,500 for each such meeting attended. Prior to such date, the fee paid for each
Board and committee meeting attended by a non-employee director was $750. In
addition, non-employee directors of the Company automatically receive on an
annual basis a non-qualified stock option to acquire 7,500 Shares under the
Stock Option Plan for Non-Employee Directors. The directors who serve as
officers of the Company or of a subsidiary receive no compensation for their
services as a director other than their regular salary and benefits.
The Company maintains the Primark Corporation Supplemental Death Benefit
and Retirement Income Plan, which covers certain key officers and non-employee
directors of the Company. Under the Primark Corporation Supplemental Death
Benefit and Retirement Income Plan, in the event of the death of a non-employee
director prior to his or her retirement from the Board, the director's surviving
spouse is entitled to a lump sum payment of $150,000 payable at the time of the
director's death. The Primark Corporation Supplemental Death Benefit and
Retirement Income Plan also provides that a non-employee director can elect to
receive either (i) a supplemental retirement benefit of $15,000 annually
(payable in monthly installments) for each of the ten years following such
director's retirement at age 65 or older, or (ii) a post-retirement death
benefit of $150,000 payable to such director's surviving spouse upon the death
of the director if such death occurs after the director's retirement on or after
attaining age 65. No benefits are to be payable under the plan unless the
director has been a member of the Company's Board of Directors for at least five
years. Additionally, a non-employee director leaving the Board after a change of
control would be entitled to receive a cash payment of $150,000. A non-employee
director receiving this payment would not be entitled to receive any other
payments under the Primark Corporation Supplemental Death Benefit and Retirement
Income Plan.
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<PAGE> 11
EXECUTIVE COMPENSATION
<TABLE>
The following table ("Summary Compensation Table") sets forth the
compensation paid or awarded for performance during the last three completed
fiscal years by the Company or a subsidiary to the Company's chief executive
officer and the other four most highly compensated executive officers of the
Company.
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------- ---------- -------
OTHER SECURITIES
ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSA- OPTIONS PAYOUTS COMPENSA-
PRINCIPAL POSITION YEAR ($) ($) TION($) (#) ($) TION($)
------------------ ----- ------- ------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys............... 1995 584,376 391,804 56,561(1) 101,000(2) 0 115,377(3)
Chairman, President and Chief 1994 568,840 257,035 50,996 40,000 0 52,096
Executive Officer of the Company, 1993 542,500 287,047 59,959 0 0 45,065
and Chairman of TASC
John C. Holt(4).................. 1995 407,535 237,169 (5) 57,000(2) 516,316(6) 30,000(7)
President and Chief Executive 1994 298,415 275,000 227,120 500,000 0 0
Officer of TASC, and Executive 1993 -- -- -- -- -- --
Vice President of the Company
Stephen H. Curran................ 1995 204,751 87,531 (5) 14,000 0 114,424(3)
Senior Vice President and Chief 1994 194,863 53,862 -- 15,000 0 51,143
Financial Officer of the Company 1993 176,375 49,326 -- 0 0 44,112
Michael R. Kargula............... 1995 234,125 117,791 (5) 37,000(2) 0 114,304(3)
Senior Vice President, General 1994 225,771 77,110 -- 20,000 0 51,023
Counsel and Secretary of the 1993 207,500 82,200 -- 0 0 43,992
Company, and Vice President and
General Counsel of TASC
Patrick G. Richmond(8)........... 1995 178,875 73,915 (5) 81,000(2) 0 112,500(3)
Vice President of Corporate 1994 161,000 44,519 -- 12,000 0 49,219
Development of the Company 1993 156,251 36,384 -- 0 0 42,188
<FN>
- ---------------
(1) The amount includes $35,395 for fiscal year ended December 31, 1995 for
imputed interest relating to a certain loan by the Company to Mr. Kasputys
for payment of income taxes in connection with the grant of stock to Mr.
Kasputys under the Primark Corporation 1988 Incentive Plan ("Incentive
Plan"). Such loan is interest-free; evidenced by promissory notes; secured
by 100,000 Shares; and, subject to annual repayments, is fully payable on
December 31, 1998 in accordance with the employment agreement between Mr.
Kasputys and the Company, which employment agreement is further discussed on
page 18 hereof. The largest aggregate amount of indebtedness outstanding
thereunder in 1995 was $574,791, of which $509,121 was outstanding on March
20, 1996.
</TABLE>
(Footnotes continued on next page)
8
<PAGE> 12
(Footnotes continued from previous page)
(2) Includes 51,000, 32,000, 18,000 and 11,000 Shares subject to option for
Messrs. Kasputys, Holt, Kargula, and Richmond, respectively, which options
vest in three annual installments commencing in 1996, and were granted in
recognition of such executive officer's agreement to accept a 50% reduction
in the amount of their respective merit increases in fiscal years 1995,
1996 and 1997. Also includes 25,000 and 60,000 Shares subject to option for
Messrs. Holt and Richmond, respectively, that vest in three annual
installments commencing in 1996.
(3) Includes $112,500 representing the value of 3,750 Shares of Company
Common Stock on December 31, 1995 which Shares have been allocated to
Messrs. Kasputys', Curran's, Kargula's, and Richmond's respective accounts
under the ESOP (the Company's only qualified retirement plan). Includes
$2,877, $1,924 and $1,804 for Messrs. Kasputys, Curran, and Kargula,
respectively, representing the premium amounts paid by the Company
for executive life insurance on behalf of such executive officers. In
connection with the Company's relocation of its corporate offices, the
Company provided Mr. Curran with two loans totalling $250,000 bearing
interest at a weighted interest rate of 7.95% per annum. In August 1995,
Mr. Curran repaid $196,682 to the Company, which resulted in an outstanding
principal balance of $64,457 under these loans as of December 31, 1995.
Such balance plus interest was repaid on January 31, 1996.
(4) Mr. Holt was not employed by the Company or any subsidiary during fiscal
year 1993 and was employed by TASC for a partial year during fiscal year
1994.
(5) While the executive officers received other compensation in the form of
perquisites, such perquisites do not exceed the lesser of $50,000 or ten
percent of each executive officer's total annual salary and bonus for 1995
as reported for such executive officer herein.
(6) Pursuant to the terms of the Employment Agreement dated February 28, 1994
(the "Holt Employment Agreement"), Mr. Holt was entitled to a long-term
incentive cash payment if TASC achieved a certain specified aggregate growth
in its "economic value-added" ("EVA"). The Holt Employment Agreement was
amended in the summer of 1995 (the "1995 Amendment"). On February 29, 1996,
the 1995 Amendment and the EVA provisions in the Holt Employment Agreement
were cancelled. Since $621,490 of future value (owed after 1998) had been
earned by Mr. Holt for 1995 performance under the 1995 Amendment, Mr. Holt
was paid the present value of that amount. See "Approval of Long-Term
Incentive Agreement" on pages 19 to 22 for a further discussion.
(7) Includes $18,295 and $11,705 allocated to Mr. Holt's account under the TASC
Profit Sharing and Stock Ownership Plan and the TASC Supplemental Employee
Retirement Plan, respectively, for the fiscal year ended December 31, 1995.
(8) In connection with the exercise of stock options and pursuant to the terms
of the Primark Corporation Stock Option Plan As Amended And Restated As Of
April 1, 1991, Mr. Richmond borrowed $114,375 from the Company on November
28, 1995, which was repaid in full, plus interest at an annual rate of
5.71%, on December 6, 1995.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
Set forth below is information concerning the grant of stock options to
each of the persons named on the Summary Compensation Table during 1995.
<CAPTION> GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------------- -----------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME GRANTED(#) IN FISCAL YEAR ($/SH) DATE VALUE($)(1)
---- ------------ -------------- ------------ ------------------ -----------
<S> <C> <C> <C> <C> <C>
Joseph E. Kasputys..... 50,000(2) 7.83 14.00 February 23, 2005 426,000
51,000(3)(4) 7.98 14.00 February 23, 2005 434,520
John C. Holt........... 25,000(4) 3.91 14.00 February 23, 2005 213,000
32,000(3)(4) 5.01 14.00 February 23, 2005 272,640
Stephen H. Curran...... 14,000(2) 2.19 14.00 February 23, 2005 119,280
Michael R. Kargula..... 19,000(2) 2.97 14.00 February 23, 2005 161,880
18,000(3)(4) 2.82 14.00 February 23, 2005 153,360
Patrick G. Richmond.... 10,000(2) 1.57 14.00 February 23, 2005 85,200
11,000(3)(4) 1.72 14.00 February 23, 2005 93,720
60,000(5) 9.39 18.25 July 24, 2005 640,200
<FN>
- ---------------
(1) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date present value. The Company does not advocate or necessarily agree that
the Black-Scholes model can properly determine the value of an option.
(2) The stock options have a ten-year term and were exercisable as of February
24, 1995.
(3) The stock option was granted in recognition of the executive officer's
agreement to accept a 50% reduction in the amount of such officer's merit
increase in 1995, 1996, and 1997.
(4) The stock options have a ten-year term and vest in three equal annual
installments with the first installment having vested on February 24, 1996.
(5) The stock options have a ten-year term and vest in three equal annual
installments with the first installment vesting on July 25, 1996.
</TABLE>
10
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
Set forth below is information concerning the value of unexercised
in-the-money stock options held on December 31, 1995 by each person named in the
Summary Compensation Table.
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FY-END(#) AT FY-END($)(2)
ON VALUE --------------------------- --------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys...... 270,140 5,217,484 1,358,220 51,000 32,031,141 816,000
John C. Holt............ 94,776 1,781,343 100,000 457,000 1,650,000 7,512,000
Stephen H. Curran....... 53,612 805,873 235,240 0 5,533,000 0
Michael R. Kargula...... 79,756 1,265,450 300,580 18,000 7,058,001 288,000
Patrick G. Richmond..... 15,000 292,500 87,000 71,000 1,696,750 881,000
<FN>
- ---------------
(1) The "Value Realized" is equal to the difference between the option exercise
price and the fair market value of the Company's Common Stock on the New
York Stock Exchange ("NYSE") on the date of exercise.
(2) The value is based upon the $30.00 closing price of a share of the Company's
Common Stock on the NYSE at December 31, 1995, minus the exercise price.
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee ("Committee") establishes the salaries and other
direct compensation payable to the executive officers of the Company and has
oversight responsibility for administering certain incentive plans applicable to
such employees. In this connection, the Committee regularly reviews the
Company's executive compensation programs and policies; establishes the
Company's strategic compensation objectives; and monitors and evaluates the
design and effectiveness of the Company's executive compensation programs. The
Committee believes that executive compensation should not be based strictly on
mechanical formulas, statistical data or the like, since the rigid application
of such quantitative performance measures would eliminate important qualitative
factors critical to long-term strategic performance. Instead, it is the
Committee's view that the discretion to apply business judgments is critical to
executive compensation programs that relate compensation to performance.
Accordingly, no assigned weight is given to the factors reviewed by the
Committee with regard to compensation adjustment for executive officers and the
chief executive officer of the Company. All members of the Committee are
non-employee directors of the Company. At the request of the Committee, a
nationally-recognized, independent compensation consulting firm
11
<PAGE> 15
was retained by the Company in early 1996 to analyze the compensation of the
Company's executive officers.
Through the assistance of such compensation consulting firm, competitive
salary levels comparable to other well-managed companies and a salary structure
reflecting internal equity among employees are set as the cornerstones of the
Company's compensation policies. In addition to the foregoing, the compensation
program for executive officers has been designed to:
- reward the achievement of strategic business initiatives and goals
- align a portion of compensation with the Company's overall corporate
performance
- attract and retain talented executives who are critical to the Company's
long-term growth and success
- align the interests of executive officers with the long-term interests of
shareholders
The Committee seeks to align total compensation for the Company's executive
officers with corporate performance, and for this reason a significant portion
of executive compensation is variable. The key elements of the Company's direct
compensation to executive officers consist of base salary, an annual incentive,
and a long-term incentive as further discussed below.
Base Salary
Generally, base salaries of executive officers first entering the position
are above the starting salaries for such officers at comparable companies
reflecting the high standards the Company sets in recruiting and promoting
officers. Adjustments are considered to account for individual experience,
internal equity and external market comparisons. Increases to base salary are
determined by a subjective analysis which takes into account Company performance
in the general sense, a perception of the executive's individual performance
during the annual evaluation period, future potential, and competitive
compensation conditions. Moreover, current market data and compensation trends
for comparable companies are taken into account. With respect to the measurement
of an executive officer's individual performance, consideration is given to such
officer's scope of responsibility; the officer's demonstrated contribution
12
<PAGE> 16
and commitment to achieving the Company's strategic objectives and direction,
both individually and as a member of a management team; and the day-to-day
effectiveness of each executive in managing the Company's business. For fiscal
year 1995, the Committee gave particular consideration to job responsibilities,
including the continued need for certain executive officers to fulfill critical
functions at subsidiaries by providing direct operational and administrative
support; management's continuing efforts at transitioning the Company to operate
as a global entity in a competitive worldwide market; and the need to retain the
executive officer's talent to manage and build the Company's various
lines-of-business in a rapidly changing marketplace.
The key performance measurements relied upon by the Committee in
determining the chief executive officer's compensation for 1995 was its
assessment of the chief executive officer's ability and dedication to enhancing
the long-term value of the Company by continuing to provide the leadership and
vision that he has provided throughout his tenure as chief executive officer. In
addition to the factors described above, the Committee also considered the
following in determining the chief executive officer's 1995 compensation: the
complexity and variation of the lines-of-business of the Company; the extent to
which strategic business plan goals were met; his contribution in achieving
long-term financial and non-financial objectives; and the level of compensation
paid to chief executives with comparable levels of experience, responsibilities,
and qualifications.
Annual Incentive
In general, the Company's annual incentive plan is comprised of a cash
bonus plan. Payment to executive officers under such plan in 1995 was measured
by the Company's achievement of certain pre-determined net income goals. The net
income goals for the Company and its subsidiaries are recommended to the
Committee by senior management on the basis of a corporate plan. Based on the
plan prepared by each subsidiary, the corporate plan is reviewed and approved by
the Board of Directors. The net income goals are subject to adjustment for
acquisitions, dispositions, or other significant events not contemplated by the
corporate plan. If the net income goals are met, awards to executive officers
range from 20 percent to 60 percent of salary. The amount of bonus may increase
or decrease depending upon the extent by which actual results vary from the net
income goals, provided, however, that except for the chief executive officer, no
executive officer participating in the annual incentive plan may receive bonus
payments totalling more than 150 percent of the target bonus amount.
13
<PAGE> 17
For Mr. Holt, the amount of bonus payable is based on the extent to which
objective performance goals have been achieved. Such performance goals are based
on selected subsidiary financial goals, individual goals, and corporate goals.
If the specified goals are met, Mr. Holt is eligible to receive an annual bonus
of 40 percent of his salary. The amount of bonus may increase or decrease
depending upon the extent by which actual results vary from the specified goals.
In no event, however, will Mr. Holt's bonus for any year be less than $100,000
or greater than 100 percent of his salary.
The bonus amount payable to the chief executive officer of the Company is
determined and calculated in the same manner as described above with respect to
the Company's cash bonus plan, except that in no event shall such bonus be
greater than his annual salary or be less than $120,000 per year ("Annual
Guaranteed Bonus").
Long-Term Incentive
The grant of stock options is the principal long-term program utilized by
the Company to attract and retain talented executive officers and to strengthen
the mutuality of interest between such officers and shareholders of the Company.
Generally, stock options are granted at 100 percent of the fair market value of
the Common Stock on the date of grant to ensure that executives are rewarded
only for appreciation in the price of such stock. While all executive officers
are eligible to receive stock options, participation in each annual grant, as
well as the size of the grant, is determined through a subjective analysis of
individual performance, corporate performance in the general sense, a perception
of an executive officer's future potential, and competitive practices. In
addition, in determining the size of the grant, the Committee in 1995 recognized
the voluntary agreement by certain executive officers to accept a 50 percent
reduction in the amount of their respective merit increases for 1995, 1996, and
1997. In accordance with the Committee's philosophy on executive compensation
and with consideration of the foregoing factors, options were granted to the
chief executive officer and other executive officers at levels consistent with
past practices.
Conclusion
The Committee believes that the Company's executive compensation programs
closely align each executive's total compensation with individual and corporate
performance and shareholder returns, while providing a balanced compensation mix
between base pay and
14
<PAGE> 18
incentives that is market and performance driven. With respect to the provisions
of the Internal Revenue Code of 1986, as amended ("Code") limiting the
deductibility of executive compensation in excess of $1 million, the Company has
not adopted a policy that requires the Committee to qualify executive
compensation for deductibility under the Code. The Committee believes that the
tax impact of any compensation arrangement should not be the dispositive factor
in such determination but may be considered in light of overall compensation
philosophy. Accordingly, although the Committee intends to establish executive
officer compensation programs that maximize tax deductions, it will do so only
when such actions are consistent with its compensation philosophy and the best
interests of the Company and its shareholders. Consistent with the foregoing
philosophy, the Committee does consider the net cost to the Company in making
compensation decisions.
Compensation Committee
Kevin J. Bradley, Chairman Steven Lazarus Patricia G. McGinnis
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors ("Committee") is
composed entirely of non-employee directors. The three directors comprising the
Committee are Mr. Kevin J. Bradley, Chairman, Mr. Steven Lazarus, and Ms.
Patricia G. McGinnis.
Mr. Lazarus, a director of the Company and a member of the Committee, is
the Chief Executive Officer of HealthQual Systems Corporation ("HealthQual").
HealthQual is controlled by ARCH and one of its affiliates. On May 2, 1991, the
Company entered into a Secured Convertible Note Purchase Agreement with
HealthQual pursuant to which the Company made a loan to HealthQual in the
aggregate principal amount of $250,000, bearing interest at the rate of ten
percent per annum. Such loan is due and payable on May 1, 1996 and so long as
any amount is payable thereunder, the Company has the right to convert any
amount payable under the loan into shares of Series B Preferred Stock of
HealthQual at the stated conversion price. Mr. Lazarus has disqualified himself
from taking part in any action with respect to HealthQual by the Board of
Directors of the Company.
15
<PAGE> 19
PERFORMANCE GRAPHS
Set forth below are two line graphs comparing the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return of the Standard & Poor's ("S&P") 500 Index and the S&P High Technology
Composite Index.
<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX, AND
S&P HIGH TECHNOLOGY COMPOSITE INDEX(1)
[LINE CHART]
<CAPTION>
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
PRIMARK CORPORATION 100 160 223 170 198 453
S&P 500 INDEX 100 130 140 155 157 215
S&P HIGH TECHNOLOGY COMPOSITE INDEX 100 114 119 146 170 245
<FN>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1990 and that all dividends were reinvested.
</TABLE>
16
<PAGE> 20
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX, AND
S&P HIGH TECHNOLOGY COMPOSITE INDEX(1)
DURING THE TENURE OF THE COMPANY'S
CHIEF EXECUTIVE OFFICER(2)
[LINE CHART]
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PRIMARK CORPORATION 100 162 232 162 260 361 275 321 734
S&P 500 INDEX 100 117 154 149 194 209 230 233 321
S&P HIGH TECHNOLOGY COMPOSITE INDEX 100 102 100 102 117 122 150 174 251
<FN>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1987 and that all dividends were reinvested.
(2) Prior to May 1988, Primark was a public utility holding company since it
owned all of the issued and outstanding common stock of Michigan
Consolidated Gas Company ("MichCon"). In May 1988, the Company distributed
to its shareholders approximately 95 percent of the outstanding common stock
of MichCon and, thereafter, sold the remaining five percent of such shares.
For purposes of this Performance Graph and in accordance with the SEC's
interpretations, the spin off of MichCon by the Company has been treated as
a special dividend and is reflected in the Performance Graph in accordance
with the rules adopted by S&P for special dividends, with the value of such
dividends assumed to be reinvested in the Company's Common Stock.
</TABLE>
17
<PAGE> 21
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
The Company has entered into an employment agreement with Mr. Kasputys
which provides for a term of employment expiring December 31, 1998 at a minimum
annual salary of $493,000, and makes him eligible for an annual bonus the amount
of which is based on the extent to which the Company's performance goals have
been met. Mr. Kasputys has agreed that at least 50 percent of his Annual
Guaranteed Bonus after taxes shall be paid to the Company in partial
satisfaction of his payment obligations under promissory notes that he has with
the Company. If Mr. Kasputys' employment with the Company is terminated "without
cause" (as defined in the employment agreement), the Company is obligated under
the employment agreement to make a lump sum cash payment to him equal to two
times his then annual salary plus the bonus paid to him in the year prior to the
termination. Such bonus will be pro-rated for the time Mr. Kasputys worked in
the year of termination. The Company will also provide health, life, and
disability insurance for two years, and all stock options would become
immediately exercisable. The employment agreement also provides Mr. Kasputys
with the right to receive at retirement a total annual pension for life equal to
55 percent of his final annual salary ("Retirement Compensation"). In the event
Mr. Kasputys predeceases his spouse, his spouse would receive for life 60
percent of that which Mr. Kasputys would otherwise be entitled to receive. In
the event of disability, Mr. Kasputys would be entitled to receive his
Retirement Compensation reduced by two percent for each full year not worked by
Mr. Kasputys prior to age 62. Mr. Kasputys is entitled to participate in any
Company plan relating to pension, group life insurance, medical coverage,
education, or other retirement or employee benefits that the Company has adopted
or may adopt for the benefit of its executive officers. He is also entitled to
financial planning assistance up to $10,000 per annum. See "Summary Compensation
Table."
The Company and TASC have entered into the Holt Employment Agreement
pursuant to which Mr. Holt is employed as President and Chief Executive Officer
of TASC until December 31, 1998 at a minimum annual salary of $400,000. If Mr.
Holt's employment with TASC is terminated other than for "cause" (as defined in
the Holt Employment Agreement), TASC is obligated under the Holt Employment
Agreement to make a lump sum cash payment to him equal to two times the amount
of his then annual salary plus, if such termination occurs during 1997 or 1998,
an additional cash payment based upon the growth in EVA commencing in 1996 for
the number of full calendar years during which Mr. Holt was actually employed by
TASC. He would also be entitled to a lump sum cash payment of $150,000 from the
Company in lieu of receiving any supplemental death and retirement benefits from
the Company and all stock options would become immediately exercisable. Mr. Holt
is entitled to participate in any TASC plan relating to pension, profit sharing,
group life insurance, medical coverage, education, or other retirement or
employee benefits that TASC has adopted or may adopt for the
18
<PAGE> 22
benefit of its executive officers. He is also entitled to be provided with an
automobile for business use or an automobile allowance in lieu thereof;
financial planning assistance up to $5,000 annually; and a lump sum cash payment
of $200,000 to help offset certain expenses associated with the Holt Employment
Agreement. Under the Holt Employment Agreement, Mr. Holt is subject to certain
non-compete and nondisclosure provisions for the periods stated therein
following the termination of the Holt Employment Agreement. See "Summary
Compensation Table" and "Approval of Long-Term Incentive Agreement."
Messrs. Curran and Kargula receive certain non-contributory supplemental
death and retirement benefits. The pre-retirement death benefit payable to the
executive's surviving spouse will equal, per annum, 50 percent of the
executive's final salary until such time as the executive would have reached age
65; thereafter, payments will equal, per annum, 20 percent of such salary until
the executive would have reached age 75. At retirement the executive may elect
to receive (i) supplemental retirement income equal to 20 percent of such
executive's final salary for each of the first ten years following retirement;
or (ii) other available post-retirement benefits which are actuarially
equivalent to the foregoing ten-year payment option. Although the supplemental
death and retirement benefits are paid solely from general corporate assets, it
is expected that such costs would be recovered over time through Company-owned
life insurance on the participants.
Each of the executive officers named in the Summary Compensation Table have
entered into change of control agreements. In the event of a change of control
of the Company, the change of control agreements provide that the Company will
pay to the executive an amount generally equal to three times the average annual
compensation paid to such executive during the preceding five years if the
executive's employment is terminated by the Company without cause within three
years after a change of control. The change of control agreements may be
unilaterally rescinded or amended by the Board of Directors of the Company
without the consent of the executive prior to a change of control or events
potentially leading to a change of control.
APPROVAL OF LONG-TERM INCENTIVE AGREEMENT (ITEM 2)
The Company and Mr. Holt have previously entered into the Holt
Employment Agreement that was approved by the Company's shareholders on May 25,
1994. The Holt Employment Agreement was submitted to shareholders for approval
in order to preserve for the Company the deductibility of executive
compensation in excess of $1,000,000 as provided in Section 162(m) of the
Code. Pursuant to the terms of the Holt Employment Agreement, as approved by
the shareholders, Mr. Holt was entitled to a long-term incentive cash payment
if TASC achieved an aggregate growth in its "economic value-added" ("EVA"), as
such term is
19
<PAGE> 23
defined in the Holt Employment Agreement, of more than 10 percent per year (the
"EVA bonus"). In general, if the aggregate amount of EVA grew at an annual rate
of 30 percent or more over the five-year period ending December 31, 1998, the
maximum EVA bonus payable would be $5,000,000. If the EVA grew at an annual rate
of more than 10 percent but less than 30 percent, the cash payment would be
interpolated between zero and the $5,000,000 maximum amount. Under the Holt
Employment Agreement, Mr. Holt would forfeit the EVA bonus under certain
specified conditions.
The EVA performance period and criteria contained in the Holt Employment
Agreement were intended to tie the payment of the EVA bonus to Mr. Holt's
performance as Chief Executive Officer of TASC and increases in the value of
TASC and shareholder wealth. Since entering into the Holt Employment Agreement,
the Company and TASC have determined that using the full five-year performance
period and EVA criteria contained in the Holt Employment Agreement to determine
Mr. Holt's eligibility for an EVA bonus and the amount of any such bonus would
penalize Mr. Holt for operations and strategic decisions made prior to his
becoming Chief Executive Officer of TASC. In order to correct this unintentional
result and provide Mr. Holt with an effective incentive, the Holt Employment
Agreement was amended in the summer of 1995 to commence a new four-year
performance period on January 1, 1995 (the "1995 Amendment"). The 1995 Amendment
required EVA to grow at an annual rate of 32 percent over the four-year period
to earn the $5,000,000 maximum payment. Following approval of the 1995 Amendment
by the Compensation Committee of the Board of Directors, the Internal Revenue
Service in December of 1995 promulgated final regulations relating to Section
162(m) of the Code. Under these regulations, any agreement or amendment that
establishes or modifies performance goals must be entered into within 90 days of
the start of the relevant performance period in order to preserve the
deductibility of executive compensation in excess of $1,000,000 under an
exception for performance-based compensation. The Company and TASC sought, but
were unable to obtain from the Internal Revenue Service, a change in the final
regulations to Section 162(m) that would have allowed the 1995 Amendment to
qualify under the exception for performance-based compensation, even though this
amendment was entered into more than 90 days after the start of the relevant
performance period, i.e. January 1, 1995. In response to this development, and
in order to insure that a performance-based incentive for Mr. Holt satisfies the
requirements for deductibility under Section 162(m) of the Code, the Company,
TASC, and Mr. Holt entered into a new Long-Term Incentive Agreement dated as of
February 29, 1996 (the "Long-Term Incentive Agreement") and that Long-Term
Incentive Agreement is being submitted for shareholder approval. Under the
Long-Term Incentive Agreement, the commencement date for the new three-year
performance period has been established as January 1, 1996 (which complies with
the 90-day requirement of Section 162(m) of the Code described above). Since
$621,490 of future value (owed after 1998) had been earned by Mr. Holt for 1995
performance under the
20
<PAGE> 24
1995 Amendment, Mr. Holt was paid in early 1996 the present value of that
amount, applying a 6.375 percent discount rate, or $516,316, and the EVA
provisions in the Holt Employment Agreement and the 1995 Amendment were
cancelled.
Under the Long-Term Incentive Agreement, Mr. Holt would be entitled to a
cash payment if TASC achieves a certain cumulative amount of EVA from January 1,
1996 through December 31, 1998. EVA is defined as operating income before
goodwill and other acquisition costs arising from acquisitions made prior to
1995 minus interest expense incurred by TASC (plus any interest income accrued
by TASC) and minus a capital charge. Interest includes interest expense
associated with external debt, inter-company loans and capital leases. The
capital charge is calculated annually as 10 percent of the average of the net
book value of TASC from the opening to the close of the year. If the aggregate
amount of EVA grows, on a cumulative basis, at an annual compound rate of 32.57
percent or more over the three-year period ending December 31, 1998, the maximum
EVA bonus payable would be $4,379,000. If the EVA grows, on a cumulative basis,
at an annual compound rate of more than 10 percent but less than 32.57 percent,
the EVA bonus payable would be interpolated between zero and the $4,379,000
maximum amount. If the amount payable to Mr. Holt exceeds $2,000,000, TASC may
make the payment in three equal annual installments, with interest at one
percent over prime, beginning not later than March 31, 1999. No payment will be
due if the actual EVA grows at a 10 percent or less annual rate for the entire
three-year performance period contained in the Long-Term Incentive Agreement.
EVA and cumulative EVA amounts are reduced for expenses incurred and/or accrued
under the Long-Term Incentive Agreement. In addition, the impact of the
settlement of any items shall be excluded from the computation of EVA but only
to the extent of the amount of the reserve that may have been established prior
to 1996 to cover any such settlement. With respect to other reserves, EVA is to
be calculated using consistently applied methodologies in determining and
recording such reserves. The expenses incurred by TASC to satisfy a judgment in,
or to settle, a lawsuit or proceeding in which TASC was involved as of February
28, 1994, the date Mr. Holt entered into the Holt Employment Agreement, shall be
added to EVA. Mr. Holt will forfeit any amounts that he may have earned under
this Long-Term Incentive Agreement if (i) he terminates his employment with TASC
prior to December 31, 1998 or his employment with TASC is terminated for "cause"
as that term is defined in the Holt Employment Agreement; or (ii) TASC does not
achieve an annual compound growth rate of EVA, on a cumulative basis, of greater
than 10 percent for the three-full years ended December 31, 1998. If Mr. Holt's
employment with TASC is terminated without cause in 1997 or 1998, TASC is
obligated to make a cash payment (in addition to any other severance amount
payable under the Holt Employment Agreement) based upon the EVA which has been
generated in 1996 through the last full calendar year in which Mr. Holt is
employed by TASC; provided, however, that the annual compound growth rate of
such EVA is in excess of 10 percent.
21
<PAGE> 25
REQUISITE VOTE
The affirmative vote of the holders of a majority of the Shares present or
represented and entitled to vote at the Annual Meeting of Shareholders is
required for approval of the Long-Term Incentive Agreement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDER APPROVAL OF THE
LONG-TERM INCENTIVE AGREEMENT.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (ITEM 3)
Subject to ratification by the shareholders, the Board has selected
Deloitte & Touche LLP as independent auditors to audit the financial statements
of the Company and its subsidiaries for the year ending December 31, 1996.
Deloitte & Touche LLP has served as the Company's auditors since 1986. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and respond to
appropriate questions. If the appointment is not ratified, the Board will
appoint another firm as the independent auditors for the year ending December
31, 1996.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE RATIFICATION OF DELOITTE
& TOUCHE LLP AS INDEPENDENT AUDITORS TO AUDIT THE FINANCIAL STATEMENTS OF THE
COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 1996.
COST OF SOLICITATION OF PROXIES
The cost of soliciting Proxies will be borne by the Company and the
solicitation will be made by use of the mails, personally, or by telephone,
telex, or facsimile by officers, directors, and regular employees of the Company
and its subsidiaries who will not be additionally compensated therefore. The
firm of McCormick & Pryor Ltd. has been retained to assist with the solicitation
of broker and nominee Proxies at a cost of approximately $7,500. The Company
will also reimburse banks, brokers, nominees, and other fiduciaries for
reasonable expenses incurred by them in forwarding the Proxy material to the
beneficial owners of Shares.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
Statement and form of Proxy relating to the Company's 1997 Annual Meeting of
Shareholders must be received by the Secretary of the Company at 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02154, not later than December 5,
1996. Nothing in this paragraph shall be deemed to require the Company to
include in its Proxy Statement and form of Proxy for such meeting any
shareholder proposal that does not meet the requirements of the SEC in effect at
the time.
22
<PAGE> 26
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 22, 1996
AND
PROXY STATEMENT
[LOGO]
CORPORATION
<PAGE> 27
PROXY PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The signatory(ies) hereto appoint Joseph E. Kasputys, Michael R. Kargula
and Stephen H. Curran, and each of them, as Proxies, with the power of
substitution, to vote all shares of Common Stock of Primark Corporation held of
record by the signatory(ies) on March 27, 1996, at the 1996 Annual Meeting of
Shareholders to be held on May 22, 1996, or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS AND "FOR" THE PROPOSALS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
----------------
SEE REVERSE
SIDE
----------------
<PAGE> 28
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors:
NOMINEES: Kevin J. Bradley, John C. Holt, Joseph E.
Kasputys, Steven Lazarus, Patricia G. McGinnis, Robert W.
Stewart, and Constance K. Weaver.
FOR WITHHELD
/ / / /
________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE LONG- / / / / / /
TERM INCENTIVE AGREEMENT DATED
AS OF FEBRUARY 29, 1996 WITH MR.
JOHN C. HOLT, the President and
Chief Executive Officer of TASC,
Inc. and Executive Vice President
and a director of Primark Corporation:
FOR AGAINST ABSTAIN
3. PROPOSAL TO RATIFY THE SELECTION / / / / / /
OF DELOITTE & TOUCHE LLP as
independent auditors for the year
ending December 31, 1996:
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
NOTE: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
personal representative, trustee or guardian, please give full title as such.
If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Signature:______________________________________ Date________________________
Signature:______________________________________ Date________________________
<PAGE> 29
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02154
THIS VOTING AUTHORIZATION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I hereby acknowledge receipt of the proxy soliciting material relative to
the Annual Meeting of Shareholders of Primark Corporation called for May 22,
1996. As to my interest in the Common Stock of Primark Corporation held by
NationsBank, N.A. as Trustee under the Primark Corporation Employee Stock
Ownership Plan, I hereby instruct the Trustee to vote in accordance with the
directions on this card.
THIS VOTING AUTHORIZATION WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS VOTING AUTHORIZATION WILL
BE VOTED IN THE SAME PROPORTION AS DIRECTED SHARES OF PRIMARK CORPORATION
COMMON STOCK UNDER THE PLAN ARE VOTED WITH RESPECT TO THE ELECTION OF DIRECTORS
AND WITH RESPECT TO THE PROPOSALS. PLEASE MARK, SIGN, DATE AND RETURN THE
VOTING AUTHORIZATION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
----------------
SEE REVERSE
SIDE
----------------
<PAGE> 30
/X/ PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
1. Election of Directors:
NOMINEES: Kevin J. Bradley, John C. Holt, Joseph E.
Kasputys, Steven Lazarus, Patricia G. McGinnis, Robert W.
Stewart, and Constance K. Weaver.
FOR WITHHELD
/ / / /
________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE THE LONG- / / / / / /
TERM INCENTIVE AGREEMENT DATED
AS OF FEBRUARY 29, 1996 WITH MR.
JOHN C. HOLT, the President and
Chief Executive Officer of TASC,
Inc. and Executive Vice President
and a director of Primark Corporation:
FOR AGAINST ABSTAIN
3. PROPOSAL TO RATIFY THE SELECTION / / / / / /
OF DELOITTE & TOUCHE LLP as
independent auditors for the year
ending December 31, 1996:
4. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Signature:______________________________________ Date________________________
Signature:______________________________________ Date________________________
<PAGE> 31
PRIMARK
- --------------------------------------------------------------------------------
Employee Stock Ownership Plan Primark Corporation
1000 Winter Street
Suite 4300
Waltham, MA 02154
(617) 466-6611
April 4, 1996
Participant in the Primark Corporation
Employee Stock Ownership Plan
Primark Corporation
1000 Winter Street
Suite 4300
Waltham, MA 02154
RE: PRIMARK ANNUAL MEETING - 1996
-----------------------------
Dear Participant:
This is to advise you of your right under the Primark Corporation Employee
Stock Ownership Plan to direct the Trustee to vote your interest in the Common
Stock of Primark Corporation held by the Trustee under the plan at this year's
Annual Meeting of Shareholders. Shareholders of record at the close of business
on March 27, 1996 will be entitled to vote at the meeting. Any shares for which
the Trustee has not received instructions from Employee Stock Ownership Plan
members will be voted in the same proportion as directed shares of Primark
Corporation Common Stock under the plan are voted. Thus, it is important that
you send your instruction to the Trustee promptly.
Enclosed is a copy of Primark's Annual Report for the year 1995, the notice of
the annual meeting which is to be held on May 22, 1996, and the related proxy
material. YOU MAY EXERCISE YOUR RIGHT TO VOTE BY SPECIFYING YOUR CHOICES ON THE
ENCLOSED VOTING AUTHORIZATION CARD AND SIGNING, DATING, AND RETURNING IT IN THE
ENCLOSED ENVELOPE. THE TRUSTEE WILL COMPLY WITH YOUR INSTRUCTIONS AND TREAT
THEM IN COMPLETE CONFIDENCE.
Very truly yours,
Employee Stock Ownership Plan Committee
/s/ Michael R. Kargula
By: ________________________________
Michael R. Kargula
Enclosures
