<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Annual Report Pursuant to Section 15(d) of the
Securities and Exchange Act of 1934
For the Fiscal Year Ended December 31, 1998
Date of Report June 29, 1999
FORM 11-K
CURRENT REPORT
PRIMARK CORPORATION
(Exact name of registrant as specified in its charter)
1-8260
(COMMISSION FILE NUMBER)
MICHIGAN 38-2383282
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 WINTER STREET, SUITE 4300N, WALTHAM, MA 02451-1241
(Address of principal executive offices) (Zip Code)
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, 1998 and 1997 and
Supplemental Schedule as of December 31, 1998 and Independent
Auditors' Report.
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 29, 1999
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
Financial Statements for the Years Ended
December 31, 1998 and 1997 and
Supplemental Schedules as of and for the
Year ended December 31, 1998 and
Independent Auditors' Report
<PAGE> 2
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT 1-2
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997:
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5-13
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE DECEMBER 31, 1998 YEAR ENDED:
Item 27a - Schedule of Assets Held for Investment Purposes 14
Item 27d - Schedule of Reportable Transactions 15-16
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
We have audited the accompanying statements of net assets available for benefits
of the Primark Corporation Savings and Stock Ownership Plan (the "Plan") as of
December 31, 1998 and 1997, 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.
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.
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,
1998 and 1997 and the changes in net assets available for benefits for the years
then ended in conformity with generally accepted accounting principles.
<PAGE> 4
Our audits of the Plan's financial statements as of and for the years ended
December 31, 1998 and 1997 were 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 and,
in our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
June 29, 1999
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<PAGE> 5
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ASSETS
INVESTMENTS, At fair value:
Mutual funds $25,404,142 $18,168,630
Money market 4,335,520 2,550,182
Participant loans 1,026,158 938,472
Common stock - Primark Corporation 9,119,879 20,988,803
Investments, at contract value -- 553,007
----------- -----------
Total investments 39,885,699 43,199,094
CONTRIBUTIONS RECEIVABLE:
Employer 50,564 23,174
Participant 155,279 71,051
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $40,091,542 $43,293,319
=========== ===========
</TABLE>
See notes to financial statements.
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<PAGE> 6
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS:
Investment activity:
Net (depreciation) appreciation of investments $ (939,421) $ 9,759,594
Interest and dividends 1,156,474 1,325,926
----------- -----------
Total investment activity 217,053 11,085,520
----------- -----------
Contributions:
Employer 1,450,721 1,626,719
Participant 4,455,116 4,717,688
----------- -----------
Total contributions 5,905,837 6,344,407
----------- -----------
Transfers from other plans 8,498 14,832,113
----------- -----------
Total additions 6,131,388 32,262,040
----------- -----------
DEDUCTIONS:
Benefits paid to plan participants 4,077,633 3,745,794
Participant expenses 7,873 5,221
Transfers to other plans 5,247,659 --
----------- -----------
Total deductions 9,333,165 3,751,015
----------- -----------
Net (DECREASE) INCREASE (3,201,777) 28,511,025
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 43,293,319 14,782,294
----------- -----------
End of year $40,091,542 $43,293,319
=========== ===========
</TABLE>
See notes to financial statements.
- 4 -
<PAGE> 7
PRIMARK CORPORATION
SAVINGS AND 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") 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.
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. Forfeitures are used to reduce future
company matching contributions.
DISTRIBUTIONS - Total or partial 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. A participant may make only one withdrawal in any consecutive
twelve-month period.
PARTICIPANT LOANS - 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 - Each participant's 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 settlement-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
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<PAGE> 9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVESTMENT VALUATION - Investments are stated at fair value, except for
benefit responsive guaranteed investment contracts, which are stated at
contract value. Mutual funds are stated at the net asset value.
Participant loans are stated at cost, which approximates fair value.
CONTRIBUTIONS - Participant and employer matching contributions are
recorded when remitted to the trustee.
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.
USE OF 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 investments for the years ended December 31,
1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS
Fidelity Contrafund $3,379,107* $ 4,122,597*
Fidelity Growth & Income Portfolio 4,606,891* 2,880,342*
Fidelity Government Securities Fund -- 678,357
Fidelity Select Technology Fund 1,712,733 583,595
Fidelity Equity-Income II Fund -- 485,753
Fidelity Asset Manager - Growth 647,293 309,796
Fidelity Spartan U.S. Equity Index Portfolio 5,415,372* 3,020,792*
Fidelity Managed Income Fund -- 553,007
Janus Worldwide Fund 3,305,731* 2,091,351
PBHG Emerging Growth Fund 840,509 648,041
PBHG Growth Fund 1,415,369 1,416,414
Founders Balanced Fund 1,759,631 1,859,996
Warburg Pincus Global Fixed Income Fund -- 71,596
Fidelity Managed Income Portfolio 1,428,555 --
Wright Current Income Fund 884,537 --
Other 8,414 --
Primark common stock 9,119,879* 20,988,803*
Primark Money Market 4,335,520* 2,550,182*
Participant loans 1,026,158 938,472
----------- -----------
TOTAL $39,885,699 $43,199,094
=========== ===========
</TABLE>
- ----------
* Represents 5% or more of net assets available for benefits.
-7-
<PAGE> 10
3. INVESTMENTS (CONTINUED)
During 1998 and 1997, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in value
by $(939,421) and $9,759,594, respectively, as follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Mutual funds $ 4,059,728 $1,384,216
Primark common stock (4,999,388) 8,402,819
Other 239 (27,441)
----------- ----------
$ (939,421) $9,759,594
=========== ==========
</TABLE>
The Plan's investments consist of the following. Investment objectives
are as stated in the prospectus.
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.
-8-
<PAGE> 11
3. INVESTMENTS (CONTINUED)
FIDELITY SPARTAN U.S. EQUITY INDEX PORTFOLIO - The portfolio 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.
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 capitalization 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 participants' accounts
directly in shares of Primark common stock. Investing in a nondiversified,
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.
FIDELITY MANAGED INCOME PORTFOLIO - The fund is a commingled pool managed
by Fidelity Management Trust Company. The fund attempts to maintain a
stable unit price while earning interest income. The fund invests in
investment contracts offered by major insurance companies and other
approved financial institutions and in certain types of fixed income
securities.
WRIGHT CURRENT INCOME FUND - The fund aims to obtain a high level of
current income with moderate fluctuations of principal. The fund has
invested almost exclusively in mortgage pass-through securities of the
Government National Mortgage Association.
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<PAGE> 12
4. FUND INFORMATION
Participant and employer contributions, transfers from/to other plans, to
participants, net (depreciation) appreciation, and investment, interest,
and dividends by fund are as follows for the years ended December 31, 1998
and 1997:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Interest and dividends:
Fidelity Contrafund $ 251,658 $ 389,111
Fidelity Growth & Income Portfolio 211,404 118,888
Fidelity Government Securities Fund 28,392 24,195
Fidelity Select Technology Fund -- 135,398
Fidelity Equity-Income II Fund 13,311 47,297
Fidelity Asset Manager - Growth 89,240 31,564
Fidelity Spartan U.S. Equity Index Portfolio 100,590 60,084
Primark Managed Income Fund -- 27,957
Janus Worldwide Fund 13,312 142,250
Founders Balanced Fund 103,124 156,967
Warburg Pincus Global Fixed Income Fund 3,686 7,035
Fidelity Managed Income Portfolio 55,759 --
Wright Current Income Fund 12,897 --
Other 3,310 510
Primark common stock -- 5
Primark Money Market 198,264 133,018
Participant loans 71,527 51,647
----------- ----------
Total $ 1,156,474 $1,325,926
=========== ==========
Net appreciation (depreciation) of investments:
Fidelity Contrafund $ 805,394 $ 349,173
Fidelity Growth & Income Portfolio 820,941 423,465
Fidelity Government Securities Fund 32,389 11,700
Fidelity Select Technology Fund 646,656 (158,064)
Fidelity Equity-Income II Fund (26,127) 33,674
Fidelity Asset Manager - Growth (8,099) 3,626
Fidelity Spartan U.S. Equity Index Portfolio 988,716 556,926
Janus Worldwide Fund 593,842 107,908
PBHG Emerging Growth Fund 34,571 6,053
PBHG Growth Fund 34,059 (57,213)
Founders Balanced Fund 144,275 112,272
Warburg Pincus Global Fixed Income Fund 3,285 (5,304)
Wright Current Income Fund (10,174) --
Other 239 (27,441)
Primark common stock (4,999,388) 8,402,819
----------- ----------
Total $ (939,421) $9,759,594
=========== ==========
</TABLE>
-10-
<PAGE> 13
4. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Employer contributions:
Fidelity Contrafund $ 175,379 $ 316,506
Fidelity Growth & Income Portfolio 190,337 212,282
Fidelity Government Securities Fund 43,064 47,051
Fidelity Select Technology Fund 91,944 50,442
Fidelity Equity-Income II Fund 43,202 40,993
Fidelity Asset Manager - Growth 43,992 29,488
Fidelity Spartan U.S. Equity Index Portfolio 234,626 192,485
Fidelity Managed Income Fund -- 21,264
Janus Worldwide Fund 213,438 186,318
PBHG Emerging Growth Fund 66,499 81,344
PBHG Growth Fund 128,013 169,975
Founders Balanced Fund 81,512 125,391
Warburg Pincus Global Fixed Income Fund 9,517 12,068
Fidelity Managed Income Portfolio 24,246 --
Wright Current Income Portfolio 12,325 --
Other 167 67
Primark common stock 41,619 31,329
Primark Money Market 50,841 109,719
Participant loans -- --
----------- -----------
Total $ 1,450,721 $ 1,626,719
=========== ===========
Participant contributions:
Fidelity Contrafund $ 498,142 $ 699,030
Fidelity Growth & Income Portfolio 676,029 626,798
Fidelity Government Securities Fund 125,597 177,167
Fidelity Select Technology Fund 264,427 187,074
Fidelity Equity-Income II Fund 202,762 120,672
Fidelity Asset Manager - Growth 139,385 127,249
Fidelity Spartan U.S. Equity Index Portfolio 697,120 644,814
Fidelity Managed Income Fund -- 65,826
Janus Worldwide Fund 578,805 600,306
PBHG Emerging Growth Fund 179,336 264,411
PBHG Growth Fund 342,111 420,078
Founders Balanced Fund 226,071 305,877
Warburg Pincus Global Fixed Income Fund 26,550 41,942
Fidelity Managed Income Portfolio 60,645 --
Wright Current Income Fund 35,125 --
Other 416 --
Primark common stock 154,246 88,687
Primark Money Market 248,349 347,757
Participant loans -- --
----------- -----------
Total $ 4,455,116 $ 4,717,688
=========== ===========
</TABLE>
-11-
<PAGE> 14
4. FUND INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Transfers from/(to) other qualified plans:
Fidelity Contrafund $(2,642,922) $ 2,271,373
Fidelity Growth & Income Portfolio (977,856) 1,517,011
Fidelity Government Securities Fund (14,585) 254,154
Fidelity Select Technology Fund (51,866) 291,848
Fidelity Equity-Income II Fund (112,606) 192,375
Fidelity Asset Manager - Growth (1,510) 77,374
Fidelity Spartan U.S. Equity Index Portfolio (133,788) 1,586,130
Primark Managed Income Fund -- 456,333
Janus Worldwide Fund (220,473) 481,940
PBHG Emerging Growth Fund (100,811) 412,831
PBHG Growth Fund (83,287) 275,131
Founders Balanced Fund (527,271) 448,667
Warburg Pincus Global Fixed Income Fund (1,374) 27,494
Fidelity Managed Income Portfolio (34,856) --
Other -- 5,303,315
Primark common stock 59 (4)
Primark Money Market (162,718) 720,832
Participant loans 175,297 515,309
----------- -----------
Total $(5,239,161) $14,832,113
=========== ===========
Benefits Paid to participants:
Fidelity Contrafund $ 164,098 $ 280,704
Fidelity Growth & Income Portfolio 523,277 200,257
Fidelity Government Securities Fund 118,829 49,496
Fidelity Select Technology Fund 48,978 14,886
Fidelity Equity-Income II Fund 12,653 26,509
Fidelity Asset Manager - Growth 10,816 2,085
Fidelity Spartan U.S. Equity Index Portfolio 417,394 340,652
Primark Managed Income Fund -- 10,903
Janus Worldwide Fund 185,602 102,417
PBHG Emerging Growth Fund 33,145 7,748
PBHG Growth Fund 160,564 230,514
Founders Balanced Fund 122,999 196,966
Warburg Pincus Global Fixed Income Fund 5,027 2,243
Fidelity Managed Income Portfolio 64,915 --
Wright Current Income Fund 17,442 --
Other 15,018 163
Primark common stock 1,335,582 1,773,366
Primark Money Market 665,727 449,733
Participant loans 175,567 57,152
----------- -----------
Total $ 4,077,633 $ 3,745,794
=========== ===========
</TABLE>
-12-
<PAGE> 15
5. RELATED-PARTY TRANSACTIONS
At December 31, 1998 and 1997, the Plan held 336,217 shares of Primark
Corporation common stock with a fair value of $9,119,879 and 515,949
shares with a fair value of $20,988,803, 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 provisions of ERISA. In the event of the
plan termination, participants will become fully vested in their accounts.
7. 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.
* * * * * *
-13-
<PAGE> 16
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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
<S> <C> <C> <C>
Pooled Investment Funds Fidelity Contrafund** $ 2,808,974 $3,375,107
Fidelity Growth & Income Portfolio** 3,656,348 4,606,891
Fidelity Select Technology Fund** 1,221,889 1,712,733
Fidelity Asset Manager - Growth** 656,597 647,293
Fidelity Spartan U.S. Equity Index Portfolio** 3,987,369 5,415,371
Janus Worldwide Fund 2,739,519 3,305,731
PBHG Emerging Growth Fund 799,261 840,509
PBHG Growth Fund 1,388,405 1,415,369
Founders Balanced Fund 1,607,884 1,759,631
Fidelity Diversified International Fund** 8,173 8,414
Wright Current Income Fund 892,471 884,537
Common Stock Primark common stock** 5,177,576 9,119,879
Commingled Pool Primark Money Market** 4,335,520 4,335,520
Fidelity Managed Income Portfolio** 1,428,555 1,428,555
Participant Loans Participant loans** 1,026,158 1,026,158
----------- -----------
Total $31,734,699 $39,885,698
=========== ===========
</TABLE>
- ----------
** Represents a party-in-interest to the Plan.
-14-
<PAGE> 17
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
(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)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
Fidelity Contrafund Pooled Investment Funds $1,702,222 $ -- $1,702,222 $1,702,222 $ --
-- 3,251,108 2,727,805 3,251,108 523,303
Fidelity Growth & Income Pooled Investment Funds 2,876,112 -- 2,876,112 2,876,112 --
Portfolio -- 1,970,503 1,663,216 1,970,503 307,287
Fidelity Spartan U.S. Equity Pooled Investment Funds 3,008,351 -- 3,008,351 3,008,351 --
Index Portfolio -- 1,602,489 1,401,659 1,602,489 200,830
Janus Worldwide Fund Pooled Investment Funds 1,607,699 -- 1,607,699 1,607,699 --
-- 987,160 883,631 987,160 103,529
(Continued)
</TABLE>
-15-
<PAGE> 18
PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
(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)
<S> <C> <C> <C> <C> <C> <C>
SERIES OF TRANSACTIONS (CONTINUED)
Primark common stock Common Stock 1,207,268 -- 1,207,268 1,207,268 --
-- 8,076,804 282,215 8,076,804 7,794,590
Primark Money Market Commingled Pool 4,312,912 -- 4,312,912 4,312,912 --
-- 2,527,574 2,527,574 2,527,574 --
Fidelity Managed Income Commingled Pool 1,814,897 -- 1,814,897 1,814,897 --
Portfolio -- 386,342 386,342 386,342 --
(Concluded)
</TABLE>
-16-
