<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
CURRENT REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
DATE OF REPORT: JUNE 26, 1998
PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)
1-8260
(Commission File Number)
<TABLE>
<S> <C>
MICHIGAN 38-2383282
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1000 WINTER STREET, SUITE 4300N, WALTHAM, MA 02154
(Address of principal executive offices) (Zip Code)
</TABLE>
781-466-6611
(Registrant's telephone number, including area code)
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<PAGE> 2
EXHIBITS
Exhibit
Number Description
------- -----------
1 Primark Corporation Savings and Stock Ownership Plan (Formerly
Primark Corporation Employee Stock Ownership Plan), Financial
Statements for the Years Ended December 31, 1997 and 1996 and
Supplemental Schedule as of December 31, 1997 and Independent
Auditors' Report.
2 Consent of Deloitte & Touche
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Primark Corporation Savings and Stock Ownership Plan
----------------------------------------------------
(Name of Plan)
Date: June 26, 1998 By: /s/ Stephen H. Curran
-----------------------------
Stephen H. Curran
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE> 1
PRIMARK CORPORATION
SAVINGS AND STOCK
OWNERSHIP PLAN
(FORMERLY PRIMARK
CORPORATION EMPLOYEE
STOCK OWNERSHIP PLAN)
Financial Statements for the Years
Ended December 31, 1997 and 1996 and
Supplemental Schedules as of and
for the year ended December 31, 1997
and Independent Auditors' Report
<PAGE> 2
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK
OWNERSHIP PLAN)
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-14
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED
DECEMBER 31, 1997:
Item 27a - Schedule of Assets Held for Investment Purposes 15
Item 27d - Schedule of Reportable Transactions 16-17
Schedules required under the Employee Retirement Income Security Act of 1974,
other than the schedules listed above, are omitted because of the absence of the
conditions under which the schedules are required.
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Plan Committee of the Primark Corporation Savings
and Stock Ownership Plan (formerly Primark Corporation
Employee Stock Ownership Plan):
We have audited the accompanying statements of net assets available for benefits
of the Primark Corporation Savings and Stock Ownership Plan (the "Plan")
(formerly Primark Corporation Employee Stock Ownership Plan) as of December 31,
1997 and 1996, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As permitted by Section 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974 ("ERISA"), investment assets held by NationsBank, N.A., the
previous trustee of the Plan, and transactions in those assets were excluded
from the scope of our audit of the Plan's 1996 financial statements, except for
comparing the information provided by the trustee, which is summarized in Note
9, with related information included in the financial statements.
As described in Note 1 to the financial statements, effective January 1, 1997,
the Plan was amended and restated to add a cash or deferred arrangement under
Section 401(k) of the Internal Revenue Code (the "Code") to reflect the merger
of plan assets of certain affiliated companies and to rename the Plan.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the Plan's financial statements as
of December 31, 1996. The form and content of the information included in the
1996 financial statements, other than that derived from the information
certified by the trustee, have been audited by us and, in our opinion, are
presented in compliance with the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997, and the changes in net assets available for benefits for the year then
ended in conformity with generally accepted accounting principles.
<PAGE> 4
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1997 was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplementary schedules have been subjected to the auditing procedures
applied in our audits of the basic financial statements for the year ended
December 31, 1997 and, in our opinion, are fairly stated in all material
respects when considered in relation to the basic financial statements taken as
a whole.
Deloitte & Touche LLP
Boston, MA
May 28, 1998
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<PAGE> 5
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
-------------------------------------
ALLOCATED UNALLOCATED TOTAL
ASSETS
INVESTMENTS, At fair value:
Mutual funds $18,168,630 $ - $ - $ -
Guaranteed investment
contract 553,007 - - -
Money market 2,550,182 - - -
Participant loans 938,472 - - -
Common stock - Primark
Corporation 20,988,803 14,782,234 - 14,782,234
NationsBank Prime
Portfolio - - 60 60
----------- ----------- --- -----------
Total investments 43,199,094 14,782,234 60 14,782,294
CONTRIBUTIONS RECEIVABLE:
Employer 23,174 - - -
Participant 71,051 - - -
----------- ----------- --- -----------
NET ASSETS AVAILABLE
FOR BENEFITS $43,293,319 $14,782,234 $60 $14,782,294
=========== =========== === ===========
See notes to financial statements.
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<PAGE> 6
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1997 1996
-------------------------------------
ALLOCATED UNALLOCATED TOTAL
ADDITIONS:
Investments income:
Net appreciation
(depreciation) of
investments $ 9,759,594 $(3,135,625) $ - $(3,135,625)
Interest and dividends 1,325,926 - 3 3
----------- ----------- ---------- -----------
Total investment
income 11,085,520 (3,135,625) 3 (3,135,622)
----------- ----------- ---------- -----------
Contributions:
Employer 1,626,719 - - -
Participant 4,717,688 - - -
----------- ----------- ---------- -----------
Total contributions 6,344,407 - - -
=========== =========== ========== ===========
Transfers from other plans 14,832,113 - - -
Allocation of shares to
participant accounts - 723,869 - 723,869
----------- ----------- ---------- -----------
Total additions 32,262,040 (2,411,756) 3 (2,411,753)
----------- ----------- ---------- -----------
DEDUCTIONS:
Benefits paid to plan
participants 3,745,794 878,190 - 878,190
Participant expenses 5,211 - - -
Allocation of shares to
participant accounts - - 723,869 723,869
----------- ----------- ---------- -----------
Total deductions 3,751,015 878,190 723,869 1,602,059
----------- ----------- ---------- -----------
NET INCREASE (DECREASE) 28,511,025 (3,289,946) (723,866) (4,013,812)
NET ASSETS AVAILABLE
FOR BENEFITS:
Beginning of year 14,782,294 18,072,180 723,926 18,796,106
----------- ----------- ---------- -----------
End of year $43,293,319 $14,782,234 $ 60 $14,782,294
=========== =========== ========== ===========
</TABLE>
See notes to financial statements.
-4-
<PAGE> 7
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Primark Corporation (the "Company")
Savings and Stock Ownership Plan (the "Plan") (formerly Primark
Corporation Employee Stock Ownership Plan) provides only general
information. Participants should refer to the plan agreement, which can
be obtained from the plan administrator, for a more complete description
of the Plan's provisions.
GENERAL - The Plan is a defined contribution plan which covers employees
of the Company, certain affiliated companies and one unconsolidated
investee, Primark Decision Economics ("PDE"). Employees are eligible to
participate in the Plan as of the effective date of the Plan, January 1,
1989. The Plan was restated effective January 1, 1989 and amended October
1, 1992, July 1, 1994, September 1, 1994, and January 1, 1997 to include
additional affiliated companies and one unconsolidated investee. The
January 1, 1997 amendment also restructured the Plan from a single
company employee stock ownership plan to a plan structured under the
provisions of Section 401(k) of the Internal Revenue Code (the "Code")
and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA"). Participation in the Plan permits
eligible employees to defer a portion of their compensation in order to
promote savings on a tax-favored basis and to benefit from a matching
Company contribution. Full-time employees hired after the effective dates
of the Plan and related amendments are eligible to participate on the
first day in the calendar quarter following their date of hire. Part-time
employees are eligible to participate after completing at least 1,000
hours of service.
As of January 1, 1997, Fidelity Management Trust Company became trustee
for the Plan. The Plan is sponsored by the Company and PDE and
administered by the Primark Savings and Stock Ownership Plan Committee.
FUNDING - The Plan was funded in 1989 by a direct transfer of assets from
the trustee of the Primark Corporation Employees' Retirement Plan, which
was terminated effective as of September 1, 1988. The transfer of assets
was invested in Primark Corporation common stock and will be held in a
suspense account until allocated to participants' accounts in accordance
with the Plan's provisions.
ALLOCATION OF SHARES - Prior to January 1, 1997, all participants, as of
the last day of the plan year, were allocated the maximum number of whole
shares of Primark Corporation common stock within the limits of the Code,
based on compensation as defined by the Plan. The annual allocation was
not less than the lesser of the maximum amount allowable under Code
limitations or one-eighth of the amount attributable to the Company stock
acquired, provided the number of shares held in the suspense account was
sufficient to provide for a full allocation. If the number of shares
remaining was not sufficient for a full allocation, the allocation was
calculated considering each participant's compensation as a percentage of
the aggregate total compensation of all plan participants for that plan
year. At December 31, 1996, all plan assets were allocated to plan
participants.
-5-
<PAGE> 8
1. DESCRIPTION OF PLAN (CONTINUED)
CONTRIBUTIONS - Effective with the January 1, 1997 amendment, each
participant may contribute from 1% to 15% of his or her eligible
compensation with total before tax contributions not to exceed the
maximum established by the Code. The Company will match 50% of the first
6% in deferred contributions made by a plan participant.
TRANSFERS FROM OTHER PLANS - As a result of the January 1, 1997
amendment, the assets of the former Primark Corporation Employee Stock
Ownership Plan were merged with the assets of the Disclosure Incorporated
401(k) Plan, the I/B/E/S International, Inc. Retirement Savings Plan, the
Yankee Group Research, Inc. 401(k) Plan and the WSI Corporation Employee
Savings Plan. In addition, employees of certain other recently acquired
affiliates were also permitted to enroll in the Plan. The transfer of
assets resulting from this merger, as well as the transfer of individual
balances for participants enrolled at newly acquired companies and
participant rollovers, are reported as transfers from other plans.
VESTING - Participants are always fully vested in their contributions.
Vesting in employer matching contributions occurs upon death, total and
permanent disability, attainment of 65 years of age, or completion of
three years of service.
Participants who terminate employment will not forfeit their accounts
until five years after terminating employment, as defined in the Plan's
provisions. Prior to the January 1, 1997 amendment when forfeitures
occurred five years after terminating employment, they were allocated to
participant accounts in proportion to their compensation as of the last
day of the plan year. Such allocations reduce the funding allocation
described above. At December 31, 1996, forfeited nonvested shares were
allocated to participant accounts. Subsequent to the 1997 amendment,
forfeitures are used to reduce future company matching contributions.
DISTRIBUTIONS - Upon termination from service, a participant's vested
account balance will be distributed. Prior to the January 1, 1997
amendment, distributions were made in whole shares of Company common
stock. Effective with the January 1, 1997 amendment, cash distributions
from the Plan are permitted upon the participant's attainment of age
59 1/2, termination of employment, retirement, death, or disability. In
addition, withdrawals are also permitted for certain events that result
in financial hardship to the participant.
PARTICIPANT LOANS - Subsequent to January 1, 1997, participants may
borrow from their fund accounts a minimum of $500 up to a maximum of 50%
of their vested account balances. The total loan balance outstanding for
any one participant may not exceed $50,000. Participant loans bear
interest at the prime rate of interest in effect on the first day of the
calendar quarter in which the loan was made. Loans are repaid through
payroll deduction over a period of up to five years for general loans or
twenty-five years for the purchase of a principal residence.
PARTICIPANTS' ACCOUNTS - Prior to the January 1, 1997 amendment, each
participant's account was credited with an allocation of shares of
Company stock. Subsequent to the 1997 amendment, each account is credited
with the participant's contributions, employer matching contributions and
earnings attributable to the individual's investments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting. Purchases and sales of
securities are recorded on the trade-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
-6-
<PAGE> 9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION - Investments are stated at fair value, except for
guaranteed investment contracts, which are valued at contract value.
Mutual funds are valued at quoted market prices, which represents the net
asset value of shares held by the Plan at year end. Participant loans are
recorded at cost, which approximates fair value.
PLAN EXPENSES - All expenses related to the administration of the Plan
have been assumed by the plan sponsors. Broker fees related to the sale
of a participant's shares of Primark Corporation common stock and loan
origination fees are the responsibility of the participant. Participant
fees are recorded as incurred.
BENEFITS TO PARTICIPANTS - Benefits to participants are recorded when
paid.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator
to make estimates and assumptions that affect certain reported amounts
and disclosures. Accordingly, actual results may differ from those
estimates.
3. INVESTMENTS
The following table presents the fair values of investments for the years
ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
INVESTMENTS AT FAIR VALUE
Fidelity ContraFund $ 4,122,597* $ -
Fidelity Growth & Income Portfolio 2,880,342* -
Fidelity Government Securities Fund 678,357 -
Fidelity Select Technology Fund 583,595 -
Fidelity Equity-Income II Fund 485,753 -
Fidelity Asset Manager - Growth 309,796 -
Fidelity Spartan U.S. Equity Index Fund 3,020,792* -
Primark Managed Income Fund 553,007 -
Janus Worldwide Fund 2,091,351 -
PBHG Emerging Growth Fund 648,041 -
PBHG Growth Fund 1,416,414 -
Founders Balanced Fund 1,859,996 -
Warburg Pincus Global Fixed Income Fund 71,596 -
Other - 60
Primark common stock 20,988,803* 14,782,234*
Primark Money Market 2,550,182* -
Participant loans 938,472 -
----------- -----------
Total $43,199,094 $14,782,294
=========== ===========
</TABLE>
* Represents 5% or more of net assets available for benefits.
During 1997 and 1996, the Plan's investments (including investments
bought, sold and held during the year) appreciated/(depreciated) in value
by $9,759,594 and ($3,135,625), respectively as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Mutual Funds $1,384,206 $ -
Primark common stock 8,402,819 (3,135,625)
Other (27,441) -
---------- -----------
$9,759,594 $(3,135,625)
</TABLE>
-7-
<PAGE> 10
3. INVESTMENTS (CONTINUED)
The plan's investments consist of the following:
FIDELITY ASSET MANAGER - GROWTH - The fund seeks to maximize total return
for the long term by allocating its assets among domestic and foreign
stocks, bonds and money market instruments. The fund's assets are
typically invested with 70% in stock, 25% in bonds and 5% in money market
instruments, but the fund may invest from 50% to 100% in stocks, 5% to
50% in bonds, and 5% to 50% in money market instruments.
FIDELITY CONTRAFUND - The fund seeks long-term capital appreciation
through investment in the common stock and convertible securities of
foreign and domestic companies that are believed to be out of favor or
undervalued.
FIDELITY EQUITY-INCOME II FUND - The fund attempts to provide current
income by investing at least 65% of its assets in income-producing
domestic and foreign equity securities and the remainder in debt
obligations of all types and quality. The fund attempts to generate
returns that are greater than the composite yield of the S&P 500 Index.
FIDELITY GOVERNMENT SECURITIES FUND - The fund seeks a high level of
current income by investing in securities issued by U.S. Government
agencies or instrumentalities that are exempt from state and local taxes.
FIDELITY GROWTH & INCOME PORTFOLIO - The fund seeks high total return by
providing investors with current income and capital appreciation. To
achieve its objectives, the fund primarily invests in U.S. and foreign
common and preferred stocks, securities convertible into common stock and
fixed-income securities that provide both current income (in the form of
dividends) and the potential for growth in earnings.
PRIMARK MANAGED INCOME FUND - The fund is a commingled pool managed by
the Fidelity Management Trust Company that attempts to maintain a stable
value while providing current income. The fund invests in high-quality,
short-term money market securities for which the U.S. Government, its
agencies or instrumentalities guarantees timely payment of principal and
interest.
FIDELITY SELECT TECHNOLOGY FUND - The fund seeks capital appreciation
through investment in securities of companies established in the
technology industry. The fund typically holds 80% of its assets in
companies that may benefit from technological advances but may invest in
any company eligible for purchase in any of Fidelity's other
technology-related portfolios.
FIDELITY SPARTAN U.S. EQUITY INDEX FUND - The fund attempts to duplicate
the investment composition and yield earned by the S&P 500 Index by
investing in the companies that make up the Index, as well as those that
are based on the value of the Index.
FOUNDERS BALANCED FUND - The fund attempts to provide both current income
and long-term growth by investing in a variety of dividend-paying common
stocks (located both in the U.S. and abroad) as well as U.S. and foreign
government obligations and corporate bonds. The fund is required to hold
at least 25% of its assets in fixed-income, investment-grade securities.
JANUS WORLDWIDE FUND - The fund invests in common stocks of foreign and
domestic companies of any size.
-8-
<PAGE> 11
3. INVESTMENTS (CONTINUED)
PBHG EMERGING GROWTH FUND - The fund seeks growth by investing in the
common stock of micro and small sized U.S. companies that are believed to
have strong earnings potential and significant capital appreciation. The
market capitalizations for the companies in which this fund invests
typically range from $10 to $250 million.
PBHG GROWTH FUND - The fund seeks growth by investing in the common stock
of small and medium sized U.S. companies that are believed to have strong
earnings potential and significant capital appreciation.
WARBURG PINCUS GLOBAL FIXED INCOME FUND - The fund attempts to provide a
high return. To achieve that goal, the fund invests primarily in
government and corporate bonds and fixed-income investments in various
currencies, including the U.S. dollar. The fund may not invest more than
25% of its assets in any one foreign government, it agencies,
instrumentalities, or political subdivisions. The fund may invest up to
20% of its assets in common stock, convertible securities and other
equity securities and up to 35% in fixed income securities that are rated
below investment grade.
PRIMARK MONEY MARKET - The fund is a commingled money market pool managed
by Fidelity which invests in high-quality short-term money market
securities for which the U.S. Government or its agencies or
instrumentalities guarantees timely payment of principal and interest.
PRIMARK COMMON STOCK - Contributions are made to directly in shares of
Primark common stock. Investing in a non-diversified, unmanaged single
stock inherently involves more investment risk than investing in a
diversified fund as performance is tied directly to the performance of
the Company as well as that of the stock market as a whole.
-9-
<PAGE> 12
4. FUND INFORMATION
Participant and employer contributions, transfers from other plans,
distributions to participants, net appreciation (depreciation) of
investments and interest and dividends by fund are as follows for the
years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Interest and dividends:
Fidelity ContraFund $ 389,111 $ -
Fidelity Growth & Income Portfolio 118,888 -
Fidelity Government Securities Fund 24,195 -
Fidelity Select Technology Fund 135,398 -
Fidelity Equity-Income II Fund 47,297 -
Fidelity Asset Manager - Growth 31,564 -
Fidelity Spartan U.S. Equity Index Fund 60,084 -
Primark Managed Income Fund 27,957 -
Janus Worldwide Fund 142,250 -
PBHG Emerging Growth Fund - -
PBHG Growth Fund - -
Founders Balanced Fund 156,967 -
Warburg Pincus Global Fixed Income Fund 7,035 -
Other 510 3
Primark common stock 5 -
Primark Money Market 133,018 -
Participant loans 51,647 -
---------- -----------
Total $1,325,926 $ 3
========== ===========
Net appreciation (depreciation) of investments:
Fidelity ContraFund $ 349,173 $ -
Fidelity Growth & Income Portfolio 423,465 -
Fidelity Government Securities Fund 11,700 -
Fidelity Select Technology Fund (158,064) -
Fidelity Equity-Income II Fund 33,674 -
Fidelity Asset Manager - Growth 3,626 -
Fidelity Spartan U.S. Equity Index Fund 556,926 -
Primark Managed Income Fund - -
Janus Worldwide Fund 107,908 -
PBHG Emerging Growth Fund 6,053 -
PBHG Growth Fund (57,213) -
Founders Balanced Fund 112,272 -
Warburg Pincus Global Fixed Income Fund (5,304) -
Other (27,441) -
Primark common stock 8,402,819 (3,135,625)
Primark Money Market - -
Participant loans - -
---------- -----------
Total $9,759,594 $(3,135,625)
========== ===========
</TABLE>
-10-
<PAGE> 13
4. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Employer contributions:
Fidelity ContraFund $ 316,506 $ -
Fidelity Growth & Income Portfolio 212,282 -
Fidelity Government Securities Fund 47,051 -
Fidelity Select Technology Fund 50,442 -
Fidelity Equity-Income II Fund 40,993 -
Fidelity Asset Manager - Growth 29,488 -
Fidelity Spartan U.S. Equity Index Fund 192,485 -
Primark Managed Income Fund 21,264 -
Janus Worldwide Fund 186,318 -
PBHG Emerging Growth Fund 81,344 -
PBHG Growth Fund 169,975 -
Founders Balanced Fund 125,391 -
Warburg Pincus Global Fixed Income Fund 12,068 -
Other 64 -
Primark common stock 31,329 -
Primark Money Market 109,719 -
Participant loans - -
---------- -----------
Total $1,626,719 $ -
========== ===========
Participant contributions:
Fidelity ContraFund $ 699,030 $ -
Fidelity Growth & Income Portfolio 626,798 -
Fidelity Government Securities Fund 177,167 -
Fidelity Select Technology Fund 187,074 -
Fidelity Equity-Income II Fund 120,672 -
Fidelity Asset Manager - Growth 127,249 -
Fidelity Spartan U.S. Equity Index Fund 644,814 -
Primark Managed Income Fund 65,826 -
Janus Worldwide Fund 600,306 -
PBHG Emerging Growth Fund 264,411 -
PBHG Growth Fund 420,078 -
Founders Balanced Fund 305,877 -
Warburg Pincus Global Fixed Income Fund 41,942 -
Other - -
Primark common stock 88,687 -
Primark Money Market 347,757 -
Participant loans - -
---------- -----------
Total $4,717,688 $ -
========== ===========
</TABLE>
-11-
<PAGE> 14
4. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Transfers from other qualified plans:
Fidelity ContraFund $ 2,271,373 -
Fidelity Growth & Income Portfolio 1,517,011 -
Fidelity Government Securities Fund 254,154 -
Fidelity Select Technology Fund 291,848 -
Fidelity Equity-Income II Fund 192,375 -
Fidelity Asset Manager - Growth 77,374 -
Fidelity Spartan U.S. Equity Index Fund 1,586,130 -
Primark Managed Income Fund 456,333 -
Janus Worldwide Fund 481,940 -
PBHG Emerging Growth Fund 412,831 -
PBHG Growth Fund 275,131 -
Founders Balanced Fund 448,667 -
Warburg Pincus Global Fixed Income Fund 27,494 -
Other 5,303,315 -
Primark common stock (4) -
Primark Money Market 720,832 -
Participant loans 515,309 -
----------- -----------
Total $14,832,113 $ -
=========== ==========
</TABLE>
-12-
<PAGE> 15
4. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Distributions to participants:
Fidelity ContraFund $ 280,704 $ -
Fidelity Growth & Income Portfolio 200,257 -
Fidelity Government Securities Fund 49,496 -
Fidelity Select Technology Fund 14,886 -
Fidelity Equity-Income II Fund 26,509 -
Fidelity Asset Manager - Growth 2,085 -
Fidelity Spartan U.S. Equity Index Fund 340,652 -
Primark Managed Income Fund 10,903 -
Janus Worldwide Fund 102,417 -
PBHG Emerging Growth Fund 7,748 -
PBHG Growth Fund 230,514 -
Founders Balanced Fund 196,966 -
Warburg Pincus Global Fixed Income Fund 2,243 -
Other 163 -
Primark common stock 1,773,366 -
Primark Money Market 449,733 -
Participant loans 57,152 -
---------- ----------
Total $3,745,794 $ -
========== ==========
</TABLE>
5. RELATED-PARTY TRANSACTIONS
During 1989, the Plan purchased 965,000 shares of Primark Corporation
common stock with an aggregate fair market value at the date of
acquisition of $7,720,000. At December 31, 1997 and 1996, the Plan held
515,949 shares with a fair value of $20,988,803 and 597,262 shares with a
fair value of $14,782,234, respectively.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to suspend its contributions at any time and to
terminate the Plan subject to the provision of ERISA. In the event of the
Plan termination, participants will become fully vested in their
accounts.
7. BENEFITS PAYABLE TO TERMINATED PARTICIPANTS
On December 31, 1996, vested shares with an aggregate market value of
$923,200 were held in the trust for participants who had terminated
employment but had not yet received distributions from their accounts.
-13-
<PAGE> 16
8. TAX STATUS OF THE PLAN
The Plan obtained its latest determination letter dated December 17, 1997
in which the Internal Revenue Service stated that the Plan as then
designed, was in compliance with the applicable requirements of the Code.
The Plan Committee believes that the Plan is currently designed and being
operated in compliance with the Code. Accordingly, no provision for
income taxes has been included in the Plan's financial statements.
9. DESCRIPTION OF FINANCIAL INFORMATION CERTIFIED BY THE TRUSTEE (UNAUDITED)
The following summarizes the unaudited plan information included in the
accompanying financial statements as of and for the plan year ended
December 31, 1996. The plan trustee has certified that such information
is complete and accurate.
<TABLE>
<CAPTION>
1996
<S> <C>
Statements of Net Assets Available for Benefits-Investments $14,782,294
Statements of Changes in Net Assets Available for Benefits:
Net depreciation of investments (3,135,625)
Interest and dividends 3
Note 3 to the financial statements
</TABLE>
10. SUBSEQUENT EVENT
On May 1, 1998, participant account balances of WSI, an affiliated
company, were transferred out of the Plan to the newly established WSI
Corporation Savings Plan.
* * * * * * *
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<PAGE> 17
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
<TABLE>
<CAPTION>
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
c) DESCRIPTION OF INVESTMENT,
b) IDENTITY OF ISSUE, INCLUDING MATURITY DATE,
BORROWER, LESSOR RATE OF INTEREST, COLLATERAL, e) CURRENT
a) OR SIMILAR PARTY PAR OR MATURITY VALUE d) COST VALUE
Mutual Funds Fidelity ContraFund** $ 3,834,557 $ 4,122,597
Fidelity Growth & Income Portfolio** 2,443,452 2,880,342
Fidelity Government Securities Fund** 666,964 678,357
Fidelity Select Technology Fund** 725,909 583,595
Fidelity Equity-Income II Fund** 459,495 485,753
Fidelity Asset Manager - Growth** 309,356 309,796
Fidelity Spartan U.S. Equity Index Fund** 2,380,677 3,020,792
Janus Worldwide Fund 2,015,451 2,091,351
PBHG Emerging Growth Fund 638,308 648,041
PBHG Growth Fund 1,417,571 1,416,414
Founders Balanced Fund 1,774,821 1,859,996
Warburg Pincus Global Fixed Income Fund 76,221 71,596
Common Stock Primark common stock** 4,252,523 20,988,803
Commingled Pool Primark Money Market** 2,550,182 2,550,182
Primark Managed Income Fund** 553,007 553,007
Participant Loans Participant loans** 938,472 938,472
----------- -----------
$25,036,966 $43,199,094
=========== ===========
</TABLE>
** Represents a party-in-interest to the Plan.
-15-
<PAGE> 18
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
(h) CURRENT VALUE
OF ASSET ON
(c) PURCHASE (d) SELLING (g) COST OF TRANSACTION (i) NET GAIN
(a) IDENTITY OF PARTY INVOLVED (b) DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
SERIES OF TRANSACTIONS
Fidelity ContraFund Mutual Funds $2,415,285 $ - $2,415,285 $ - $ -
- 796,501 735,370 796,501 61,131
Fidelity Growth & Mutual Funds 1,720,946 - 1,720,946 - -
Income Portfolio - 692,663 642,401 692,663 50,262
Fidelity Government Mutual Funds 645,205 - 645,205 - -
Securities Fund - 175,161 176,403 175,161 (1,242)
Fidelity Select Mutual Funds 888,692 - 888,692 - -
Technology Fund - 147,033 162,783 147,033 (15,750)
Fidelity Spartan U.S. Mutual Funds 1,831,125 - 1,831,125 - -
Equity Index Funds - 646,947 528,795 646,947 118,152
Janus Worldwide Fund Mutual Funds 2,317,660 - 2,317,660 - -
432,123 400,116 432,123 32,007
(Continued)
</TABLE>
-16-
<PAGE> 19
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
(FORMERLY PRIMARK CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1997
- ------------------------------------------------------------------------------------------------------------------------------------
(h) CURRENT VALUE
OF ASSET ON
(c) PURCHASE (d) SELLING (g) COST OF TRANSACTION (i) NET GAIN
(a) IDENTITY OF PARTY INVOLVED (b) DESCRIPTION OF ASSET PRICE PRICE ASSET DATE OR (LOSS)
SERIES OF TRANSACTIONS (CONTINUED)
PBHG Emerging Growth Fund Mutual Funds 835,739 - 835,739 - -
- 201,751 205,431 201,751 (3,680)
-
Founders Balanced Fund Mutual Funds 1,763,485 - 1,763,485 - -
- 428,736 401,649 428,736 27,087
PBHG Growth Fund Mutual Funds 2,125,325 - 2,125,325 - -
- 681,976 681,976 681,976 -
Primark common stock Common Stock 248,856 - 248,856 - -
- 1,521,907 476,026 1,521,907 1,045,881
Primark Money Market Commingled Pool 3,198,859 - 3,198,859 - -
- 1,244,766 1,244,766 1,244,766 -
Primark Managed Income Fund Commingled Pool 900,651 - 900,651 - -
- 350,744 350,744 350,744 -
Other Mutual Funds 815 - 815 - -
- 4,023,776 3,909,576 4,023,776 114,200
(Concluded)
</TABLE>
-17-
<PAGE> 1
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 333-17567 of Primark Corporation on Form S-8 of our report dated May 28,
1998, appearing in this Annual Report on Form 11-K of Primark Corporation
Savings and Stock Ownership Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 24, 1998
