PRIMARK CORP, S-3, 1996-05-30

PRIMARK CORP
S-3, 1996-05-30
NATURAL GAS DISTRIBUTION

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
REGISTRATION NO. 333-
================================================================================
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)
------------------------

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

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:
STANLEY H. MEADOWS, P.C.
MCDERMOTT, WILL & EMERY
227 WEST MONROE STREET
CHICAGO, IL 60606
(312) 372-2000

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. / /
-------------

<TABLE>
CALCULATION OF REGISTRATION FEE

=============================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SHARES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Common Stock, without par value....... 914,276 $37.50 $34,285,350.00 $11,822.53
===============================================================================================================
<FN>
(1) 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 May 28, 1996 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

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 MAY , 1996

914,276 SHARES

[LOGO]

COMMON STOCK

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

This Prospectus relates to the offer and sale of 914,276 shares of Common
Stock of Primark Corporation ("Primark" or the "Company") offered for sale by
the Profit Sharing and Stock Ownership Plan ("PSSOP" or the "Selling
Shareholder") of TASC, Inc., a wholly owned subsidiary of the Company. See
"Selling Shareholder" and "Underwriting." The PSSOP, which may be deemed an
affiliate of the Company, acquired 1,164,276 shares of Common Stock of Primark
on May 2, 1996 when it converted all of the outstanding shares of Primark's
Series A Cumulative Convertible Preferred Stock (the "Preferred Stock"). The
Company will not receive any of the proceeds from the sale of such shares.

The Common Stock is traded on the New York and Pacific Stock Exchanges
under the symbol "PMK." On May 28, 1996, the last reported sale price of the
Common Stock on the New York Stock Exchange was $37.125 per share. See "Price
Range of Common Stock."

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

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

==============================================================================
Underwriting Proceeds to
Price to Discounts and Selling
Public Commissions(1) Shareholder(2)
- -------------------------------------------------------------------------------
Per Share........
- -------------------------------------------------------------------------------
Total............
===============================================================================

(1) See "Underwriting."
(2) Before deducting expenses estimated at $200,000, which are payable by the
Company.

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

The shares are offered by the Underwriter, subject to prior sale, when, as
and if delivered to and accepted by the Underwriter, and subject to its 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 June , 1996.

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

PAINEWEBBER INCORPORATED

------------------------
THE DATE OF THIS PROSPECTUS IS MAY , 1996.
<PAGE> 3

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER 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 facilities 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, 1995;

2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;

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

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

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

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

The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents containing information which is incorporated
herein by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference into such documents). Requests should
be directed to Primark Corporation, Investor Relations, 1000 Winter Street,
Suite 4300N, Waltham, Massachusetts 02154-1248, telephone: (617) 466-6611.

2
<PAGE> 4
- -------------------------------------------------------------------------------
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. "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 1995 revenues" and "pro forma 1995
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, 1995 assuming the
Company had acquired Disclosure and its affiliates as of January 1, 1995. 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 59 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. The Company also conducts contract maintenance services on
commercial aircraft through TIMCO and leasing of underground gas storage fields
through PSLC. Primark is a global business with pro forma 1995 revenues and pro
forma 1995 EBITDA of $668.6 million and $105.3 million, respectively.
International revenues represented approximately 20.0% of the Company's pro
forma 1995 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 35.3% of Primark's pro forma 1995 revenues
and 60.3% of pro forma 1995 EBITDA. Primark intends to continue its expansion in
financial information and other data content businesses through internal growth
and acquisitions, as well as to seek opportunities to divest non-core
businesses. The Company from time-to-time has, and currently is, engaged in
discussions regarding such potential acquisitions and divestitures, although no
binding agreements regarding any such transactions have been reached.

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 1995 revenues attributable to the

- -------------------------------------------------------------------------------
3
<PAGE> 5
- -------------------------------------------------------------------------------
Financial Information businesses, 54.3% 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 135,000 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.

- 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, laser discs and the Internet. Disclosure also
distributes its information through third-party vendors which include
CompuServe, America Online, The Microsoft Network, and Lexis/Nexis.

- 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 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 51.8% of the Company's pro forma consolidated 1995 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 86.7% of TASC's 1995
revenues, are focused on classified projects where information technology is
utilized to increase the effectiveness and efficiency of defense systems and
intelligence activities. TASC's 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 68% of TASC's 1995 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 82% of TASC's 1995 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 $512.5
million at March 31, 1996.

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.
- -------------------------------------------------------------------------------

4
<PAGE> 6

- --------------------------------------------------------------------------------
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.

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

As of March 31, 1996 the Company and its subsidiaries employed 5,395
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. Primark businesses can be accessed via
the Internet through Primark's home page at http://www.primark.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 and affiliates 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 joint venture in which Disclosure and Wright Investors'
Service each currently hold a 50% interest.

- -------------------------------------------------------------------------------
5
<PAGE> 7
- -------------------------------------------------------------------------------
THE OFFERING

Common Stock Offered by:
The Selling Shareholder..................... 914,276 shares
Common Stock to be Outstanding after the
Offering.................................... 24,778,355 shares (1)

Use of Proceeds............................... The Company will not receive
any of the proceeds from the
sale of shares in the Offering.
See "Use of Proceeds."

New York Stock Exchange Symbol................ PMK
Pacific Stock Exchange Symbol................. PMK

- ---------------
(1) Based upon shares outstanding as of April 30, 1996. Excludes 4,234,903
shares of Common Stock issuable upon exercise of stock options outstanding,
of which 3,295,684 were exercisable at an average price of $9.88 per share
as of April 30, 1996.

- -------------------------------------------------------------------------------
6
<PAGE> 8

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA

<TABLE>

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 and Management's Discussion and Analysis of Financial
Condition and Results of Operations, incorporated herein by reference and the
Selected Consolidated Historical and Pro Forma Financial and Operating Data and
the Unaudited Pro Forma Consolidated Financial Statement and Notes thereto
appearing elsewhere in this Prospectus.

<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
------------------------------------------------ ------------------------
HISTORICAL PRO HISTORICAL
------------------------------------ FORMA(1) ------------------------
1993 1994 1995 1995 1995 1996
-------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT STATISTICAL DATA AND PER SHARE DATA)
INCOME STATEMENT DATA:
Operating revenues........................ $444,015 $477,026 $617,310 $668,586 $135,861 $180,729
Depreciation.............................. 10,910 12,091 15,068 17,397 3,211 4,138
Amortization of intangible assets......... 15,287 15,446 21,287 26,274 4,353 5,653
Operating income.......................... 37,270 38,036 56,911 61,672 11,817 16,589
Interest expense--net..................... 13,799 13,524 19,303 26,525 3,145 4,748
Income from continuing operations......... 11,729 13,750 18,850 16,230 4,454 6,400
Earnings per share(2)..................... $ 0.52 $ 0.62 $ 0.85 $ 0.72 $ 0.20 $ 0.24
Weighted average common and equivalent
shares outstanding...................... 19,805 19,909 20,602 20,602 20,152 25,362
AS ADJUSTED FOR CONVERSION:
Earnings per share(4)..................... $ 0.87 $ 0.75 $ 0.21 $ 0.24
Weighted average common and equivalent
shares outstanding(4)................... 21,766 21,766 21,316 26,526
OTHER OPERATING AND FINANCIAL DATA:
EBITDA(3)................................. $ 63,467 $ 65,573 $ 93,266 $105,343 $ 19,381 $ 26,380
EBITDA as a % of operating revenues....... 14.3% 13.7% 15.1% 15.8% 14.3% 14.6%
Capital expenditures and software
capitalization.......................... $ 16,688 $ 26,988 $ 28,894 $ 31,968 $ 5,940 $ 7,246

<CAPTION>
MARCH 31, 1996
---------------------------
BALANCE SHEET DATA: ACTUAL AS ADJUSTED(4)
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Current assets......................................................................... $236,364 $236,164
Goodwill and other intangible assets--net.............................................. 460,666 460,666
Other noncurrent assets................................................................ 115,800 115,800
-------- --------
Total assets........................................................................... $812,830 $812,630
======== ========
Total debt, including current maturities............................................... $269,519 $269,519
Other current and noncurrent liabilities............................................... 161,452 161,452
Series A Preferred Stock............................................................... 16,874 --
Common shareholders' equity............................................................ 364,985 381,659
-------- --------
Total liabilities and shareholders' equity............................................. $812,830 $812,630
======== ========
- ---------------
<FN>

(1) Gives effect to the June 29, 1995 acquisition of Disclosure and its
affiliates (the "Transaction"), assuming the Transaction occurred on January
1, 1995. 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) Earnings per share represents earnings per common and common equivalent
share before discontinued operations and extraordinary items.

(3) 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.

(4) As adjusted to give effect to the conversion of 674,943 shares of preferred
stock to 1,164,276 shares of Common Stock and the Company's payment of
expenses in connection with the Offering by the Selling Shareholder.
Earnings per share as adjusted gives effect as if the conversion occurred on
January 1, of the years presented. See "Capitalization" and "Selling
Shareholder."

</TABLE>

7
<PAGE> 9

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. 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 45.0% of the Company's pro forma 1995
revenues and approximately 44.7% of the Company's revenues for the three months
ended March 31, 1996. The Company's revenues from the largest three of such
contracts comprised approximately 11.7% of the Company's pro forma 1995 revenues
and approximately 12.1% of the Company's revenues for the three months ended
March 31, 1996.

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 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 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. These limitations, if significant, could have a material adverse
effect on the Company. 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.

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> 10

LEVEL OF INDEBTEDNESS

The Company has substantial indebtedness. At March 31, 1996, the Company
had consolidated total debt of $269.5 million and consolidated common
shareholders' equity of $365.0 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 20.0% of the Company's pro forma 1995
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 1995, the Company
recorded a $2.6 million loss before income taxes for foreign currency contracts
that were finalized or adjusted to market value.

USE OF PROCEEDS

The shares of Common Stock offered hereby are being sold by the Selling
Shareholder. The Company will not receive any of the proceeds from the sale of
such shares. The Company will pay approximately $200,000 in accounting, printing
and other expenses associated with the Offering.

<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>
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............................................................... 30 1/4 21 7/8
1996
First Quarter................................................................ 40 27
Second Quarter (through May 28, 1996)........................................ 38 1/2 34 1/4
</TABLE>

The closing sales price for the shares of Common Stock as reported on the
NYSE Composite Tape on May 28, 1996 was $37.125.

DIVIDEND POLICY

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

9
<PAGE> 11

<TABLE>
CAPITALIZATION

The following table sets forth the consolidated capitalization and cash of
the Company as of March 31, 1996, as adjusted to give effect to the conversion
of Preferred Stock to Common Stock and the Company's payment of expenses in
connection with the Offering. 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>
MARCH 31, 1996
---------------------------
ACTUAL AS ADJUSTED
-------- --------------
(IN THOUSANDS)
<S> <C> <C>
Cash............................................................... $ 58,939 $ 58,739
======== ========
Total long-term debt............................................... $269,519 $269,519
-------- --------
Series A Preferred Stock........................................... 16,874 --
-------- --------
Common shareholders' equity:
Common Stock, without par value; 65,000,000 shares authorized;
23,597,686 shares(1) and 24,761,962 shares,
respectively, issued and outstanding at $0.02 stated value.... 489 512
Additional paid-in capital....................................... 227,156 243,807
Retained earnings................................................ 148,369 148,369
Treasury stock, unearned compensation and cumulative foreign
currency translation adjustment............................... (11,029) (11,029)
-------- --------
Total common shareholders' equity........................ 364,985 381,659
-------- --------
Total capitalization............................................... $651,378 $651,178
======== ========
<FN>
- ---------------
(1) Excludes 4,246,253 shares of Common Stock issuable upon the exercise of
options outstanding under the Company's stock option plans of which
3,305,384 options were exercisable as of March 31, 1996.
</TABLE>

10
<PAGE> 12

SELECTED CONSOLIDATED HISTORICAL
AND PRO FORMA FINANCIAL AND OPERATING DATA

<TABLE>

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 March 31, 1996 and for the three months ended March
31, 1996 and 1995, (ii) the pro forma data for the fiscal year ended December
31, 1995 and (iii) the as adjusted data for March 31, 1996, 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, 1995 and 1994
and for each of the three years in the period ended December 31, 1995 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 March 31, 1996 and for the
three months ended March 31, 1996 and 1995 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 unaudited information furnished
herein, in the opinion of management, reflects all adjustments necessary for a
fair statement of the results of operations during the interim periods. The
selected financial data should be read in conjunction with the Consolidated
Financial Statements of the Company and Notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations
incorporated herein by reference and the information contained in the Unaudited
Pro Forma Consolidated Financial Statement and Notes thereto appearing elsewhere
in this Prospectus.

<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
--------------------------------------------------------------------- --------------------
HISTORICAL HISTORICAL
-------------------------------------------------------- PRO FORMA --------------------
1991(1) 1992(1) 1993 1994(1) 1995(1) 1995(2) 1995 1996
-------- -------- -------- -------- -------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS EXCEPT STATISTICAL DATA AND PER SHARE DATA)
INCOME STATEMENT DATA:
Operating revenues................ $133,647 $344,959 $444,015 $477,026 $617,310 $668,586 $135,861 $180,729
Cost of services.................. 97,324 251,891 292,942 309,158 403,435 429,553 81,694 105,407
Selling, general and
administrative.................. 36,609 59,622 87,606 102,295 120,609 133,690 34,786 48,942
Depreciation...................... 2,218 6,211 10,910 12,091 15,068 17,397 3,211 4,138
Amortization of goodwill and other
intangible assets............... 1,401 5,496 15,287 15,446 21,287 26,274 4,353 5,653
-------- -------- -------- -------- -------- -------- -------- --------
Operating income (loss)........... (3,905) 21,739 37,270 38,036 56,911 61,672 11,817 16,589
Interest expense
(income) -- net................. (3,963) 3,863 13,799 13,524 19,303 26,525 3,145 4,748
Foreign currency loss (gain)...... -- (1,130) 1,477 1,329 2,620 2,620 643 (216)
Other expense (income)............ (1,231) 2,480 720 (334) 1,026 1,058 92 45
Income tax expense................ 237 7,306 9,545 9,767 15,112 15,239 3,483 5,612
-------- -------- -------- -------- -------- -------- -------- --------
Income from continuing
operations...................... $ 1,052 $ 9,220 $ 11,729 $ 13,750 $ 18,850 $ 16,230 $ 4,454 $ 6,400
======== ======== ======== ======== ======== ======== ======== ========
Earnings per share(3)............. $ 0.03 $ 0.41 $ 0.52 $ 0.62 $ 0.85 $ 0.72 $ 0.20 $ 0.24
Net income applicable to Common
Stock........................... $ 375 $ 5,821 $ 4,087 $ 12,316 $ 16,882 $ 14,796 $ 4,096 $ 6,041
Weighted average common and
equivalent shares outstanding... 19,689 19,388 19,805 19,909 20,602 20,602 20,152 25,362
AS ADJUSTED FOR CONVERSION:
Earnings per share(4)............. $ 0.87 $ 0.75 $ 0.21 $ 0.24
Weighted average common and
equivalent shares
outstanding(4).................. 21,766 21,766 21,316 26,526
OTHER OPERATING AND
FINANCIAL DATA:
EBITDA(5)......................... $ (286) $ 33,446 $ 63,467 $ 65,573 $ 93,266 $105,343 $ 19,381 $ 26,380
EBITDA as a % of operating
revenues........................ NM 9.7% 14.3% 13.7% 15.1% 15.8% 14.3% 14.6%
Capital expenditures and software
capitalization.................. $ 4,922 $ 8,767 $ 16,688 $ 26,988 $ 28,894 $ 31,968 $ 5,940 $ 7,246
</TABLE>

11
<PAGE> 13

<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31, 1996
-------------------------------------------------------- ------------------------
1991 1992 1993 1994 1995 ACTUAL AS ADJUSTED(5)
-------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN THOUSANDS)
BALANCE SHEET DATA:
Current assets............................ $129,103 $140,392 $124,029 $134,998 $220,369 $236,364 $236,164
Goodwill and other intangible assets --
net..................................... 108,480 301,151 290,013 285,625 465,277 460,666 460,666
Property, plant and equipment -- net...... 29,575 43,357 44,682 53,477 71,810 72,501 72,501
Other noncurrent assets................... 42,630 39,504 38,854 33,816 44,943 43,299 43,299
-------- -------- -------- -------- -------- -------- --------
Total assets.............................. $309,788 $524,404 $497,578 $507,916 $802,399 $812,830 $812,630
======== ======== ======== ======== ======== ======== ========
Accounts payable and other current
liabilities............................. $ 35,043 $ 76,901 $ 80,152 $ 92,201 $133,614 $134,879 $134,879
Total debt and capital lease obligations
(including current maturities).......... 55,182 204,545 169,458 150,833 270,968 269,519 269,519
Other noncurrent liabilities.............. 8,980 24,881 22,960 23,227 26,814 26,573 26,573
Series A Preferred Stock.................. 15,190 16,522 16,874 16,874 16,874 16,874 --
Common shareholders' equity............... 195,393 201,555 208,134 224,781 354,129 364,985 381,659
-------- -------- -------- -------- -------- -------- --------
Total liabilities and shareholders'
equity.................................. $309,788 $524,404 $497,578 $507,916 $802,399 $812,830 $812,630
======== ======== ======== ======== ======== ======== ========

- ---------------
<FN>
(1) The historical financial data for the Company includes the following from
their date of acquisition: Disclosure in June 1995 for $200 million; Vestek
in June 1994 for $6.9 million; Datastream in September 1992 for $191
million; and TASC in August 1991 for $167 million.

(2) Gives effect to the June 29, 1995 acquisition of Disclosure and its
affiliates (the "Transaction"), assuming the Transaction occurred on January
1, 1995. 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.

(5) 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.

NM means not meaningful

</TABLE>
12
<PAGE> 14

PRIMARK CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated financial information presented herein
gives effect to the Company's acquisition of Disclosure and its affiliates (the
"Transaction"). 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
year ended December 31, 1995 assume that the Transaction occurred on January 1,
1995. Accordingly, the pro forma financial information for the 1995 period is
based upon the historical financial statements of Primark for the year ended
December 31, 1995 and of Disclosure for the six months ended June 30, 1995.
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.

The Company's Consolidated Statement of Financial Position as of December
31, 1995, as contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, reflects the Transaction and is 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 and the information contained in the Company's
Management's Discussion and Analysis of Financial Condition and Results of
Operations, incorporated herein by reference.

13
<PAGE> 15
<TABLE>

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

<CAPTION>
THE YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
DISCLOSURE
THROUGH
PRIMARK JUNE 30, PRO
CONSOLIDATED 1995(A) ADJUSTMENTS FORMA
------------ ------- ----------- --------
<S> <C> <C> <C> <C>
Operating revenues..................... $617,310 $51,356 $ (80)(1) $668,586
-------- ------- -------- --------
Operating expenses:
Cost of services..................... 403,435 26,118 429,553
Selling, general and
administrative.................... 120,609 13,900 (819)(2) 133,690
Depreciation......................... 15,068 2,329 17,397
Amortization of goodwill and other
intangible assets................. 21,287 3,307 2,686 (3) 26,274
(1,006)(4)
-------- ------- -------- --------
Total operating expenses............. 560,399 45,654 861 606,914
-------- ------- -------- --------
Operating income..................... 56,911 5,702 (941) 61,672
-------- ------- -------- --------
Other income and (deductions):
Investment income.................... 1,079 339 (697)(5) 441
(280)(4)
Interest expense..................... (20,382) (788) (6,507)(6a) (26,966)
711 (4)
Foreign currency transaction
loss -- net....................... (2,620) -- (2,620)
Other................................ (1,026) (79) 47 (6b) (1,058)
-------- ------- -------- --------
Total other income and
(deductions).................... (22,949) (528) (6,726) (30,203)
-------- ------- -------- --------
Income before income taxes and
extraordinary item................... 33,962 5,174 (7,667) 31,469
Income tax expense (benefit)........... 15,112 2,319 (2,192)(7) 15,239
-------- ------- -------- --------
Income before extraordinary item....... 18,850 2,855 (5,475) 16,230
Dividends on preferred stock........... (1,434) -- -- (1,434)
-------- ------- -------- --------
Income before extraordinary item
applicable to common stock........... $ 17,416 $ 2,855 $ (5,475) $ 14,796
======== ======= ======== ========
Earnings per common and common
equivalent share before extraordinary
item................................. $0.85 $ 0.72
Weighted average common and common
equivalent shares outstanding........ 20,602 20,602
======== ========
- ---------------
<FN>

(a) Amounts for Disclosure represent historical operating results for the six
months ended June 30, 1995. Operating results for the six months ended
December 31, 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.

14
<PAGE> 16

PRIMARK CORPORATION AND SUBSIDIARIES

NOTES TO THE UNAUDITED PRO FORMA
CONSOLIDATED STATEMENT 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 and provide consistency with its other
subsidiaries. The Unaudited Pro Forma Consolidated Statement of Income (the "Pro
Forma Income Statement") gives effect to the revenues which would have been
recorded under the revenue recognition policies of Primark.

2. NON-RECURRING ADJUSTMENTS

The Pro Forma Income Statement presented excludes the effect of certain
non-recurring charges directly attributable to the Transaction. The Pro Forma
Income Statement for the year ended December 31, 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

<TABLE>

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):

<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 Statement gives effect to the periodic amortization of
all intangible assets and debt issue costs that would have resulted during the
period presented.

4. TRANSACTIONS WITH VNU

The Pro Forma Income Statement gives 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 would not have
occurred had the Company owned Disclosure for the pro forma period 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

15
<PAGE> 17

PRIMARK CORPORATION AND SUBSIDIARIES

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

the Company's cash balances. Accordingly, had the Transaction occurred on
January 1, 1995, 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 Statement gives effect to the lower investment income
that would have been earned during the period presented. Such calculations were
based upon the actual weighted average investment yields earned during that
period.

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 1996, 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, 1995. 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 Statement gives effect to the periodic interest
charges on the external financing that would have been incurred during the
period 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 Note 6a). A $100,000 per annum agent's fee is also payable
semi-annually in advance. The Pro Forma Income Statement gives effect to these
periodic expenses that would have been incurred during the period presented.

7. INCOME TAXES

The Pro Forma Income Statement has been adjusted to reflect the combined
amount that would have been accrued for income taxes had the Transaction
occurred on January 1, 1995.

16
<PAGE> 18

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 59 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 1995 revenues and pro forma 1995
EBITDA of $668.6 million and $105.3 million, respectively. International
revenues represented 20.0% of the Company's pro forma 1995 revenues.

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. Businesses, 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'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

17
<PAGE> 19

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
22.2% and 38.5%, respectively, from 1992 to 1995, to $9.7 million and
$7.6 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
1995, TASC's commercial revenues grew at a compound annual rate of 23.1%,
from $20.2 million to $46.4 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 8.1% from 1991 to 1995.

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The Company intends to continue its expansion through internal growth and
acquisitions to complement its Financial Information and other data content
businesses. The Company from time-to-time has, and currently is, engaged in
discussions regarding such potential acquisitions and divestitures, although no
binding agreements regarding any such transactions have been reached.

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 1995 revenues attributable to the Financial Information businesses,
54.3% 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
1,800 financial organizations in 49 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 92% of Datastream's 1995 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%, 85%, 82% and
80% of Datastream's total revenues for the three months ended March 31, 1996 and
the fiscal years ended November 30, 1995, 1994 and 1993, 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.

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<PAGE> 21

Fund management services accounted for approximately 14%, 15%, 18% and 20%
of Datastream's total revenues for the three months ended March 31, 1996 and the
fiscal years ended November 30, 1995, 1994 and 1993, respectively. Fund
management services provide investment accounting, portfolio valuation and
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.

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 44,000 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 90,000 corporate
and government bonds from 42 countries, all Eurobonds and related indices.
Datastream's financial information data cover 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 image-based 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.
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), Disclosure Select (a user-defined subset of the Laser D document
collection), Compact D (a searchable electronic database on CD-ROM), Global
Access (an Internet-based index of Disclosure documents featuring on-line
ordering and retrieval), on-line distribution channels and printed products.

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<PAGE> 22

Subscription services, including on-line vendor distribution channels,
accounted for 50%, 51% and 50% of Disclosure's revenues for the three months
ended March 31, 1996 and the years ended December 31, 1995 and 1994,
respectively. Disclosure has experienced renewal 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: image-based services and database
services.

Disclosure's image-based services provide financial documents via paper,
microfiche, a CD-ROM product, and on-line services. The delivery of
document-based information is handled through Disclosure's Demand Centers, as
well as the Laser D and Global Access Applications. 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 1995, Disclosure delivered over one
million 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. Global Access is an
Internet-based product that offers on-line delivery of Disclosure's unique
proprietary electronic index of public company documents and access to the SEC's
EDGAR filings. Global Access provides desktop searching and ordering from
Disclosure's information repository of over 29,000 companies. Approximately 83%,
81% and 83% of Disclosure's total revenues were derived from image-based
services for the three months ended March 31, 1996 and the twelve months ended
December 31, 1995 and 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,
through direct electronic and tape feeds to clients 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 Disclosure/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. 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 17%, 19% and 17% of Disclosure's total
revenues were derived from database services for the three months ended March
31, 1996 and the years ended December 31, 1995 and 1994, respectively. 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 790 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 78% of I/B/E/S' 1995 revenues were derived through
annual subscription contracts and 22% through soft dollar arrangements. Many
I/B/E/S products permit the customer to perform manipulative functions and are
enhanced by analytics and graphics.

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

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VESTEK

Acquired by Primark in June 1994, Vestek develops, markets and supports
investment information services and application software used to manage, analyze
and optimize institutional portfolios of equity, fixed income and other
financial instruments. Vestek also provides consulting services for investment
managers and plan sponsors. Vestek currently serves over 200 clients in five
countries, including major banks, plan sponsors, consultants, insurers and
investment managers. The majority of Vestek's revenues are derived from on-line
services. None of Vestek's customers contributes more than 6% 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 joint venture currently 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, Thailand, Australia, Korea,
Canada and the United States.

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

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

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

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

COMPETITION

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

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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.

Overall, Primark's ability to remain competitive in the financial
information markets will depend largely upon its ability to maintain and develop
new products and access new markets in a cost efficient manner, including
integration of all its financial information products and services. There can be
no assurance that Primark will continue to maintain its market share in the
future.

FOREIGN OPERATING RISKS

Substantially all of Datastream's revenues are derived from various foreign
markets. Approximately 47% of Datastream's 1995 revenues were derived from the
U.K. Consequently, the Company is exposed to certain risks associated with an
international business, particularly with respect to foreign currency exchange
rate movements. Datastream's business is also subject to the customary risks
associated with international transactions, including political risks, local
laws and taxes, the potential imposition of trade or currency exchange
restrictions, tariff increases and difficulties or delays in collecting accounts
receivable. Weak foreign economies and/or a weakening of foreign currencies in
certain countries against the U.S. dollar would adversely affect Datastream's
overall future operating results and cash flows. However, operating income,
under this condition, has been and will continue to be somewhat insulated due to
high levels of British pound-based operating expenses which also fluctuate
against the U.S. dollar. The Company has been and will continue hedging the
currency risk associated with Datastream's foreign operations as may be needed
in the future.

APPLIED INFORMATION TECHNOLOGY MARKET

TASC

TASC was founded in 1966 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.

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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 2,465 employees as of
March 31, 1996, approximately 86% 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 three months ended March 31, 1996 and the years ended December 31,
1995, 1994 and 1993, respectively, approximately 45%, 49%, 57% and 60% 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.

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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 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 89%, 87%, 88% and 89% of TASC's revenues for
the three months ended March 31, 1996 and the years ended December 31, 1995,
1994 and 1993, respectively, was 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 24%, 23%, 26% and 32% of TASC's total revenue
for the three months ended March 31, 1996 and the years ended December 31, 1995,
1994 and 1993, 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, 1995, approximately 82% of TASC's revenue from U.S.
government contracts was generated by cost reimbursement contracts;
approximately $321 million and $215 million of TASC's backlog at December 31,
1995 and 1994, 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, 1995,
approximately 18% of TASC's revenue from U.S. government contracts were fixed
price or fixed rate T&M

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contracts; approximately $131 million and $73 million of TASC's backlog at
December 31, 1995 and 1994, 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 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 1994, 1995 and in the first three months of 1996 by 5.6%, 10.9%, and 7.7%,
respectively. During these same periods, TASC's non-BMDO revenues grew 16.0%,
16.6% and 9.5%, 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 March 31, 1996,
December 31, 1995 and 1994 was approximately $513 million, $453 million and $288
million, respectively. The increase in 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 $247 million of the 1995 backlog
and $263 million of the March 31, 1996 backlog represent 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

26
<PAGE> 28

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 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 32% of TASC's 1995
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

27
<PAGE> 29

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 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 has also
been classified as a Designated Alteration Station by the FAA, allowing the
company to approve major modifications to aircraft normally reserved for the
FAA.

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 six major customers, ABX Air, Inc. (also known as
"Airborne Express"), Emery Worldwide Airlines, Continental Airlines, Northwest
Airlines, General Electric Capital Aviation Services and United Parcel Service.
The first three of these customers generated over 1,096,000 man-hours of TIMCO's
1,519,000 total man-hours in 1995. Loss of any of the above customers contracts,
or any future contracts with major customers, could have a material adverse
effect on TIMCO. As of December 31, 1995, TIMCO had approximately 1,082,000
man-hours worth of business contracted for 1996.

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 95%, 93% and 94% of PSLC's total revenues for
the years ended December 31, 1995, 1994, and 1993, 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 $27.4 million at December 31, 1995. The depreciation of this
plant base results in a corresponding reduction in the lease payments.

28
<PAGE> 30

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.

29
<PAGE> 31

MANAGEMENT

<TABLE>
The following sets forth certain information regarding the directors and executive
officers of the Company, provided as of March 31, 1996.
<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............................. 55 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

30
<PAGE> 32

Committee and a member of the Compensation Committee and the Audit Committee of
the Board. Mr. Lazarus is also a director of Amgen 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.

31
<PAGE> 33

SELLING SHAREHOLDER

The Selling Shareholder may be deemed an affiliate of the Company. The
Selling Shareholder acquired 1,164,276 shares of the Common Stock of Primark on
May 2, 1996 when it converted all of the outstanding shares of Primark's Series
A Cumulative Convertible Preferred Stock. Pursuant to the terms of a
Registration Rights Agreement between the Company and the Selling Shareholder
dated as of August 8, 1991, the Company has agreed to provide the PSSOP
registration rights with respect to such shares. Mr. R. Evan Hineman, Executive
Vice President of TASC, Mr. Stephen L. Landry, Vice President of TASC, and Mr.
John W. Putney, Chief Financial Officer of TASC, are trustees of the PSSOP. Upon
completion of the Offering, the PSSOP will hold 250,000 shares of Primark Common
Stock and continue to have registration rights.

<TABLE>
The following table sets forth information with respect to the beneficial
ownership of Common Stock by each of the Trustees as of April 30, 1996.
<CAPTION>

SHARES
BENEFICIALLY
NAME OWNED*
- ---- ------------
<S> <C>
R. E. Hineman......................................................... 40,659
S. L. Landry.......................................................... 4,153
J. W. Putney.......................................................... 21,736
<FN>

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

* Includes 40,072, 4,153, and 21,150 shares of Primark Common Stock subject to
stock options exercisable within 60 days of April 30, 1996, held by Messrs.
Hineman, Landry and Putney, respectively.
</TABLE>

UNDERWRITING

PaineWebber Incorporated (the "Underwriter") has agreed, subject to the
terms and conditions set forth in the Underwriting Agreement by and among the
Company, the Selling Shareholder and PaineWebber Incorporated (the "Underwriting
Agreement"), to purchase from the Selling Shareholder, and the Selling
Shareholder has agreed to sell to the Underwriter, 914,276 shares of Common
Stock.

The Company and the Selling Shareholder have been advised by the
Underwriter that it proposes to offer the Common Stock to the public initially
at the public offering price set forth on the cover page of this Prospectus. The
public offering price and other selling terms may be changed by the Underwriter.

The Company has agreed to indemnify the Underwriter and any person who
controls the Underwriter against certain liabilities, including certain
liabilities under the Securities Act.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby and certain legal
matters relating to the Offering will be passed upon for the Company and the
Selling Shareholder by Michael R. Kargula, General Counsel of the Company. As of
May 20, 1996, Mr. Kargula beneficially owned 400,230 shares of Common Stock.
Certain legal matters relating to the Offering will be passed upon for the
Underwriter by McDermott, Will & Emery, Chicago, Illinois.

EXPERTS

The consolidated financial statements of the Company as of December 31,
1995 and 1994 and for each of the three years in the period ended December 31,
1995 incorporated in this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 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.

32
<PAGE> 34

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

33
<PAGE> 35
================================================================================

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

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................... 2
Incorporation of Certain Documents
by Reference............................. 2
Prospectus Summary......................... 3
Risk Factors............................... 8
Use of Proceeds............................ 9
Price Range of Common Stock................ 9
Dividend Policy............................ 9
Capitalization............................. 10
Selected Consolidated Historical and Pro
Forma Financial and Operating Data....... 11
Unaudited Pro Forma Consolidated
Financial Information.................... 13
Business................................... 17
Legal Proceedings.......................... 29
Management................................. 30
Selling Shareholder........................ 32
Underwriting............................... 32
Legal Matters.............................. 32
Experts.................................... 32
</TABLE>

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

914,276 SHARES

PRIMARK

COMMON STOCK

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

PAINEWEBBER INCORPORATED

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

================================================================================
<PAGE> 36

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee....................... $ 11,822
Printing Expenses......................................................... 40,000
Accounting Fees........................................................... 25,000
National Association of Securities Dealers fees........................... 17,500
Blue Sky Qualifications and Expenses (including counsel fees)............. 15,000
New York Stock Exchange fees.............................................. 3,200
Pacific Stock Exchange fees............................................... 2,286
Transfer Agent and Registrar fees......................................... 4,000
Miscellaneous............................................................. 81,192
--------
Total........................................................... $200,000
========
</TABLE>

- ---------------
* All amounts except registration fee are estimates.

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> 37

<TABLE>
ITEM 16. EXHIBITS
<CAPTION>

EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <C> <C>
1.1 -- Form of 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>

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

* To be filed by amendment.
</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> 38

(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> 39

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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on May 29,
1996.

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 Registration
Statement has been signed below by the following persons in the capacities and on the date
indicated.
<CAPTION>

SIGNATURE TITLE DATE
--------- ----- ----

<S> <C> <C>
* Chairman, President and Chief May 20, 1996
- ---------------------------------------- Executive Officer
Joseph E. Kasputys (Principal Executive Officer)

/S/ STEPHEN H. CURRAN Senior Vice President and Chief May 20, 1996
- ---------------------------------------- Financial Officer
Stephen H. Curran (Principal Accounting and Financial
Officer)

* Director May 21, 1996
- ----------------------------------------
Robert W. Stewart

* Director May 20, 1996
- ----------------------------------------
Kevin J. Bradley

* Executive Vice President and May 20, 1996
- ---------------------------------------- Director
John C. Holt

* Director May 22, 1996
- ----------------------------------------
Steven Lazarus

* Director May 22, 1996
- ----------------------------------------
Patricia G. McGinnis

* Director May 21, 1996
- ----------------------------------------
Constance K. Weaver

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

II-4
<PAGE> 40

<TABLE>
EXHIBIT INDEX
<CAPTION>

SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ----------- ------------
<C> <C> <S> <C>
1.1 -- Form of U.S. 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>

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

* To be filed by amendment.

</TABLE>

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement
of Primark Corporation on Form S-3 of our report dated February 8, 1996,
incorporated by reference in the Annual Report on Form 10-K of Primark
Corporation for the year ended December 31, 1995, 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
May 29, 1996

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement
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
May 29, 1996

<PAGE> 1

Exhibit 24-1
<PAGE> 2