<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-43299
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 26, 1998)
1,100,000 SHARES
LOGO
PRIMARK CORPORATION
COMMON STOCK
All of the 1,100,000 shares of Common Stock of Primark Corporation
("Primark" or the "Company") are being offered hereby (the "Offering") by
certain shareholders of the Company, who were the prior owners of ICV Limited
("ICV"), an indirect wholly owned subsidiary of the Company, and being sold by
the underwriter named below. See "Selling Shareholders" in the accompanying
Prospectus and "Selling Shareholders" and "Underwriting" herein. The Company is
not selling shares of Common Stock in this Offering and will not receive any of
the proceeds from the sale of the shares of Common Stock offered hereby.
The Common Stock is traded on the New York Stock Exchange ("NYSE") and the
Pacific Exchange under the symbol "PMK." On March 3, 1998, the last sale price
of the Common Stock as reported on the NYSE was $43.625 per share.
------------------------
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 SUPPLEMENT OR THE PROSPECTUS TO WHICH IT
RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================
<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS TO
TO DISCOUNTS AND SELLING
PUBLIC COMMISSIONS SHAREHOLDERS (1)
<S> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------
Per Share............................................ $41.50 $1.45 $40.05
- -----------------------------------------------------------------------------------------------------
Total (2)............................................ $45,650,000 $1,595,000 $44,055,000
</TABLE>
================================================================================
(1) Before deducting expenses payable by the Selling Shareholders estimated at
$20,000.
(2) The Selling Shareholders have granted the Underwriter a 30-day option to
purchase up to 165,000 additional shares of Common Stock solely to cover
over-allotments, if any. To the extent the option is exercised, the
Underwriter will offer the additional shares of Common Stock to the public
at the price to public shown above. If the option is exercised in full, the
total Price to Public, Underwriting Discounts and Commissions and Proceeds
to the Selling Shareholders will be $52,497,500, $1,834,250 and $50,663,250,
respectively.
------------------------
The shares of Common Stock are offered by the Underwriter, subject to prior
sale, when, as and if issued to and accepted by it, subject to the right of the
Underwriter to reject any order in whole or in part, and to certain other
conditions. It is expected that delivery of the shares of Common Stock will be
made at the offices of BT Alex. Brown Incorporated, Baltimore, Maryland on or
about March 9, 1998.
BTALEX.BROWN
The date of this Prospectus Supplement is March 4, 1998.
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK OF
THE COMPANY, INCLUDING ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING
TRANSACTIONS OR IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."
SELLING SHAREHOLDERS
The Selling Shareholders (the former owners of ICV) acquired 2,200,000
shares of the Common Stock of Primark on October 24, 1996 when the Company
acquired ICV. Pursuant to the terms of a Registration Rights Agreement between
the Company and the Selling Shareholders dated as of October 24, 1996, the
Company has agreed to provide registration rights with respect to such shares.
The following table sets forth the position held with the Company by each
Selling Shareholder for the past three years (except as otherwise noted), the
number of shares of Common Stock beneficially owned by the Selling Shareholders
as of January 31, 1998, the number of shares of Common Stock offered by the
Selling Shareholders pursuant to the accompanying Prospectus and the number of
shares of Common Stock offered pursuant to this Prospectus Supplement. The
shares of Common Stock offered hereby are those shares that have been acquired
at the time of the Company's acquisition of ICV. The following table does not
take into account shares of Common Stock which may be sold upon exercise of the
over-allotment option.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
SHARES SHARES BEING SHARES BEING
BENEFICIALLY OFFERED OFFERED PURSUANT
OWNED AS OF PURSUANT TO THE TO THIS
JANUARY 31, ACCOMPANYING PROSPECTUS
NAME AND POSITION OF HOLDER 1998 PROSPECTUS SUPPLEMENT
--------------------------- ------------ --------------- ----------------
<S> <C> <C> <C>
GNI Holdings Limited................................. 103,671 103,671 55,939
Anita Florence Taylor (1)............................ 411,735 381,735 205,979
3i plc............................................... 100,457 100,457 --
Harry Ferguson Holdings Ltd.......................... 42,011 42,011 21,583
K.E. Ahl & E.J. Kaier trustees for the Timothy James
Ralph Sheldon Trust UA 5/27/87..................... 84,022 84,022 43,167
Technical Investments Holdings SA.................... 66,964 66,964 36,133
Goddard Nominees (Jersey) Limited(2)................. 1,205,501 1,205,501 650,472
G McCaldin........................................... 4,681 4,681 --
C A Stevens(3)....................................... 64,074 60,274 32,523
Adrian Dear(4)....................................... 50,228 50,228 --
Paren Knadjian(5).................................... 61,978 50,228 27,102
Kevin Underwood(6)................................... 37,437 30,137 16,261
Barry Woodward(7).................................... 23,583 18,283 9,865
Tracy Woodward(7).................................... 1,808 1,808 976
--------- --------- ---------
Total 2,258,150 2,200,000 1,100,000
========= ========= =========
</TABLE>
- ---------------
(1) Ms. Anita Florence Taylor is the wife of Mr. David Taylor, Managing Director
of ICV Limited. As of January 31, 1998, Mr. Taylor held options on 30,000
shares of Primark Common Stock at an exercise price of $26.25 per share.
(2) Goddard Nominees (Jersey) Limited is the trustee for Mr. Christopher
Sharples, Chairman of ICV Limited.
(3) Ms. Claire Stevens is the Technical Director of Data Production and a Senior
Manager of ICV Limited. As of January 31, 1998, Ms. Stevens held options on
3,800 shares of Primark Common Stock at exercise prices ranging from $26.25
to $29.56.
S-1
<PAGE> 3
(4) Mr. Adrian Dear held the position of Director of Marketing of ICV Limited
until December of 1996.
(5) Mr. Paren Knadjian is the Director of Marketing and Product Development and
a Senior Manager of ICV Limited. As of January 31, 1998, Mr. Knadjian held
options on 11,750 shares of Primark Common Stock at exercise prices ranging
from $26.25 to $29.56.
(6) Mr. Kevin Underwood is the Group Administration Director and a Senior
Manager of ICV Limited. As of January 31, 1998, Mr. Underwood held options
on 7,300 shares of Primark Common Stock at prices ranging from $26.25 to
$29.56.
(7) Mr. Barry Woodward is the Director of Operations and a Senior Manager of ICV
Limited. Ms. Tracy Woodward is his wife. As of January 31, 1998, Mr.
Woodward held options on 5,300 shares of Primark Common Stock at prices
ranging from $26.25 to $29.56.
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, BT Alex.
Brown Incorporated ("BT Alex. Brown" or the "Underwriter") has agreed to
purchase from the Selling Shareholders the shares of Common Stock at the public
offering price less the underwriting discounts and commissions set forth on the
cover page of this Prospectus Supplement.
The Underwriting Agreement provides that the obligations of the Underwriter
are subject to certain conditions precedent and that the Underwriter will
purchase the total number of shares of Common Stock offered hereby if any such
shares are purchased.
The Underwriter has advised the Selling Shareholders that the Underwriter
proposes initially to offer the shares of Common Stock to the public at the
public offering price set forth on the cover page of this Prospectus Supplement,
and to certain dealers at such price less a concession not in excess of $0.75
per share of Common Stock. The Underwriter may allow, and such dealers may
reallow, a concession not in excess of $0.10 per share of Common Stock on sales
to certain other dealers. After the public offering, the public offering price
and other selling terms may be changed by the Underwriter.
The Selling Shareholders have granted the Underwriter an option,
exercisable not later than 30 days after the date of this Prospectus Supplement,
to purchase up to 165,000 additional shares of Common Stock at the public
offering price less the underwriting discounts and commissions set forth on the
cover page of this Prospectus Supplement. The Underwriter may exercise such
option only to cover over-allotments made in connection with the sale of the
shares of Common Stock offered hereby. If purchased, the Underwriter will offer
such additional shares on the same terms on which the 1,100,000 shares of Common
Stock are being offered.
Subject to applicable limitations, the Underwriter, in connection with this
Offering, may place bids for or make purchases of the Common Stock in the open
market or otherwise, for long or short account or cover short positions
incurred, to stabilize, maintain or otherwise affect the price of the Common
Stock, which may be higher than the price that might otherwise prevail in the
open market. There can be no assurance that the price of the Common Stock will
be stabilized, or that stabilizing, if commenced, will not be discontinued at
any time. Subject to applicable limitations, the Underwriter may also place bids
or make purchases to reduce a short position created in connection with this
Offering. The Underwriter is not required to engage in these activities and may
end these activities at any time.
The Underwriting Agreement contains certain covenants of indemnity among
the Underwriter, the Company and the Selling Shareholders against certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Selling Shareholders who are offering shares pursuant to this
Prospectus Supplement have entered into agreements prohibiting the sale of
shares of Common Stock of the Company for 90 days after the date of this
Prospectus Supplement without the prior consent of the Underwriter and the
Company.
S-2
<PAGE> 4
The Underwriter is currently providing, and from time to time in the past
has provided, investment banking and financial advisory services to the Company
for which it will receive or has received customary fees.
LEGAL MATTERS
Certain legal matters in connection with the Offering to which this
Prospectus Supplement and the accompanying Prospectus relate will be passed upon
by Michael R. Kargula, General Counsel of the Company.
EXPERTS
The consolidated financial statements incorporated in the accompanying
Prospectus by reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1996 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference and has been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
S-3
<PAGE> 5
======================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE UNDERWRITER. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT OR IN THE
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO 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>
PROSPECTUS SUPPLEMENT
Selling Shareholders.................. S-1
Underwriting.......................... S-2
Legal Matters......................... S-3
Experts............................... S-3
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 4
Risk Factors.......................... 5
Use of Proceeds....................... 7
Price Range of Common Stock........... 8
Dividend Policy....................... 8
Selling Shareholders.................. 9
Selected Consolidated Historical and
Pro Forma Financial and Operating
Data................................ 10
Unaudited Pro Forma Consolidated
Financial Information............... 10
Plan of Distribution.................. 10
Legal Matters......................... 11
Experts............................... 11
</TABLE>
======================================================
======================================================
1,100,000 SHARES
[PRIMARK LOGO]
COMMON STOCK
------------------------------------
PROSPECTUS SUPPLEMENT
------------------------------------
BTALEX.BROWN
MARCH 4, 1998
======================================================
