<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
PRIMARK CORPORATION
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
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[Primark Letterhead]
April 9, 1999
Dear Shareholder:
Your Board of Directors cordially invites you to attend the 1999 Annual Meeting
of Shareholders which will be held at 11:00 a.m. on Wednesday, May 26, 1999 at
the Burlington Marriott Hotel, 1 Mall Road, Burlington, Massachusetts. Details
regarding the business of the meeting are contained in the following Notice of
Annual Meeting of Shareholders and Proxy Statement.
I look forward with the other members of the Board of Directors to the
opportunity of greeting personally those shareholders who are able to attend the
meeting. However, regardless of whether you attend the meeting, it is important
that your shares be represented. Accordingly, we urge you to sign the enclosed
Proxy and return it to us promptly in the envelope provided.
Your continued support is very much appreciated.
Sincerely,
/s/ Joseph E. Kasputys
Joseph E. Kasputys
<PAGE> 3
[Primark Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 1999
To the Shareholders:
Notice is hereby given that the Annual Meeting of Shareholders of Primark
Corporation ("Company") will be held at the Burlington Marriott Hotel, 1 Mall
Road, Burlington, Massachusetts on Wednesday, May 26, 1999 at 11:00 a.m. for the
following purposes:
(1) To elect a board of eight directors;
(2) To approve an amendment to the Articles of Incorporation of the Company
to increase the maximum number of directors from 7 to 8;
(3) To approve the grant of a stock option to Mr. Steven L. Schneider,
President and Chief Executive Officer of the Primark Financial
Information Division;
(4) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the year ending December 31, 1999; and
(5) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 29, 1999 will be
entitled to vote at the meeting.
You are cordially invited to attend the Annual Meeting in person.
Regardless of whether you expect to attend the meeting in person, the Board of
Directors urges you to sign, date and promptly return the enclosed Proxy in the
accompanying envelope.
By Order of the Board of Directors,
/s/ Michael R. Kargula
Michael R. Kargula
Executive Vice President,
General Counsel and Secretary
April 9, 1999
IMPORTANT
Even if you expect to attend the Annual Meeting, regardless of the size of your
shareholdings, it is requested that you promptly date and sign the enclosed form
of Proxy and return it in the envelope provided. If you are able to attend the
meeting and wish to vote your shares personally, you may do so at any time
before your Proxy is voted.
<PAGE> 4
[Primark Logo]
PROXY STATEMENT
FOR THE
1999 ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
Proxies by the Board of Directors ("Board" or "Primark Board") of Primark
Corporation (hereinafter referred to as "Primark" or the "Company"), 1000 Winter
Street, Suite 4300, Waltham, Massachusetts 02451, to be voted at the 1999 Annual
Meeting of Shareholders of the Company to be held at the Burlington Marriott
Hotel, 1 Mall Road, Burlington, Massachusetts on Wednesday, May 26, 1999 at
11:00 a.m., and at any adjournments thereof. The Proxy Statement and form of
Proxy are first being sent to shareholders on or about April 9, 1999.
As of March 29, 1999, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 20,773,653 shares
of Common Stock of the Company ("Shares" or "Common Stock") outstanding. Each
outstanding Share is entitled to one vote on all matters which may come before
the Annual Meeting. All Shares which are represented by signed Proxies received
at or prior to the meeting from shareholders of record will be voted at the
Annual Meeting in accordance with the instructions indicated on such Proxies.
Executed but unmarked Proxies will be voted as recommended by the Board. A Proxy
may be revoked by the person executing it at any time before the authority
thereby granted is exercised by notifying the Secretary of the Company in
writing, or by delivering to the Secretary of the Company a Proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
In accordance with Michigan corporate law, the Company's Articles of
Incorporation and by-laws, each nominee for director will be elected upon
receiving a plurality of the votes cast at the meeting, assuming that a quorum
is present. For purposes of determining the number of votes cast with respect to
the election of directors and many other voting matters, only those cast "for"
or "against" are included. Proxies containing abstentions, withheld votes, or
broker non-votes will be counted as present for purposes of determining a
quorum, but will not be counted as votes cast at the meeting. Under New York
Stock Exchange, Inc. ("NYSE") rules shares held in street name may not be voted,
as to certain "non-routine" matters, by the brokers in whose names they are
held, absent instructions from the beneficial owner of shares. Actions other
than the election of directors are ordinarily authorized by a majority of the
votes cast. Certain matters, however, require either a majority of the
outstanding shares entitled to vote, or a majority of the shares present and
entitled to vote. As to any of such matters, an abstention or a broker non-vote
has the same effect as a vote against the proposal.
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OTHER MATTERS
Except as set forth herein, the Board has no knowledge of any other matters
to come before the meeting. If, however, any other matters properly come before
the meeting upon which a vote may properly be taken, it is the intention of the
persons named in the Proxy to vote the Proxy in accordance with their judgment
on such matters.
ELECTION OF DIRECTORS (ITEM 1)
Unless otherwise instructed on the Proxy and, in the case of Mr. David
Taylor's election as a director, subject to shareholder approval authorizing an
amendment to the Company's Articles of Incorporation to increase the maximum
from seven to eight the number of directors that may be fixed by the Board of
Directors within the range set forth in the Articles of Incorporation, the
persons named therein intend to vote the Proxy for the election of the following
named persons as directors to hold office until the next Annual Meeting of
Shareholders and until their successors have been duly elected and qualified.
The Board believes that, if elected, each nominee will be able and willing to
serve. However, if any nominee should be unable or unwilling to serve as a
director, the Board may select a substitute nominee and in that event the Proxy
will be voted for the person so selected.
Information as of January 27, 1999 concerning the Board of Directors'
nominees for election as directors is set forth below.
KEVIN J. BRADLEY, 70, served as the Chairman of Corporate Investment
Associates, Inc., an investment management firm from November 1990 to September
1995. From November 1985 until October 1990, he was a Limited Partner of Weiss
Asset Management Limited Partnership, an investment management firm. From 1977
through November 1985, he served as Chairman and Chief Executive Officer of the
Travelers Investment Management Company, a subsidiary of The Travelers
Corporation (a financial services company). Mr. Bradley has been a director of
the Company since 1981. He is Chairman of the Compensation Committee and a
member of the Audit Committee of the Board.
JOHN C. HOLT, 58, served as the President and Chief Executive Officer of
TASC, Inc. ("TASC"), an applied information technology company and formerly a
wholly-owned subsidiary of the Company, and Executive Vice President of the
Company from April 1994 until April 1, 1998. From April 1, 1998 until December
31, 1998, Mr. Holt served as a consultant to TASC. 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 was the former
Chairman, President and Chief Executive Officer of the A. C. Nielsen Company, a
marketing information company and a former affiliate of D&B. Mr. Holt has been a
director of the Company since 1985. He is a member of the Finance Committee of
the Board.
JOSEPH E. KASPUTYS, 62, has served as Chairman, President and Chief
Executive Officer of the Company since May 1988. From June 1987 until May 1988,
he served as President and Chief Operating Officer of the Company. Prior to
joining the Company in June 1987, he was Executive Vice President of
McGraw-Hill, Inc., a publishing and information services company. Prior to
joining McGraw-Hill in 1985, he was President and Chief Executive Officer of
Data Resources, Inc., an economic forecasting and consulting firm. Mr. Kasputys
has been a director of the Company since 1987. He is a member of the Nominating
Committee of the Board. Mr. Kasputys is also a director of Lifeline Systems,
Inc., a company that develops and manufactures personal response products and
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provides related monitoring and other services, and New Era of Networks, Inc., a
company that develops, markets and supports application integration software and
provides application services.
STEVEN LAZARUS, 67, is Managing Director of the ARCH Venture Partners L.P.,
a venture partnership investing in companies in the early stage of development,
and has held that position since July 1994. From 1986 to 1994, he was President
and Chief Executive Officer of Argonne National Laboratory/The University of
Chicago Development Corporation ("ARCH"), which transforms scientific
discoveries into viable high technology products and services. Prior to joining
ARCH in October 1986, he was a Group Vice President at Baxter Travenol
Laboratories, Inc., a manufacturer and distributor of hospital supplies and
related medical equipment. Mr. Lazarus has been a director of the Company since
1987. He is Chairman of the Nominating Committee and a member of the Audit and
Compensation Committees of the Board. Mr. Lazarus is also a director of Amgen
Inc., a biotechnology company, and Illinois Superconductor Corporation, an
advanced materials company serving the telecommunications industry. He is also a
director of New Era of Networks, Inc., a company that develops, markets and
supports application integration software and provides application services,
Nanophase Technologies Corp., a developer and marketer of nano-crystalline
materials for use as ingredients and components in a wide range of commercial
applications, and First Consulting Group, Inc., a provider of information
technology and other consulting services to healthcare organizations.
PATRICIA MCGINNIS, 51, 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. She
has held this position since June 1994. 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
has been a director of the Company since 1995. She is a member of the
Compensation Committee of the Board.
JONATHAN NEWCOMB, 52, is President and Chief Executive Officer of Simon &
Schuster, an educational, computer and English-language book publisher and
publishing company and has held this position since June 1994. From January 1991
until May 1994, he served as President and Chief Operating Officer of Simon &
Schuster. From November 1989 until December 1990, Mr. Newcomb was Executive Vice
President, Operations of that company. He has been a director of the Company
since 1996. Mr. Newcomb is Chairman of the Finance Committee of the Board and a
member of the Nominating Committee. Mr. Newcomb is also a director of Marine
Midland Bank.
DAVID TAYLOR, 42, was the Chief Executive Officer of Datastream
International Limited ("Datastream") from November 1996 until August 1998 and
the Managing Director of ICV Limited ("ICV") from May 1984 until August 1998.
Both Datastream and ICV are headquartered in London, England and are providers
of global historical and real-time financial and economic information for
investment research and trading and are subsidiaries of the Company. Mr. Taylor,
based in Europe, is currently a consultant to the Company, as well as pursuing
other business interests.
CONSTANCE K. WEAVER, 46, is Vice President-Investor Relations and
Communications of AT&T Corp., a communications service company, a position she
has held since March 1999. From May 1996 until March 1999, she held the position
of Financial Vice President-Investor Relations of that company. From June 1995
to April 1996, she held the position of Senior Director -- Investor Relations of
Microsoft Corporation, a computer software company. From June 1993 through
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<PAGE> 7
May 1995, she held the position of Vice President, Investor Relations of MCI
Communications Corporation, a telecommunications company. From June 1991 until
July 1993 and from January 1990 until May 1991, she held the position of
Director, Investor Relations and Director, Corporate Communications,
respectively, of that company. From 1988 until January 1990, she was the
Executive Director, Business Week Executive Programs and Services Department for
McGraw-Hill, Inc. Ms. Weaver has been a director of the Company since 1994. She
is Chairwoman of the Audit Committee and a member of the Finance Committee of
the Board.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Members of the Board held an aggregate of seven regular meetings and two
special meetings during 1998 and also served on standing committees of the
Board. During 1998, no director attended less than 75 percent of the (i) total
number of meetings held by the Board, and (ii) total number of meetings held by
all committees of the Board on which the director served. In addition to the
Finance Committee, the Company has the following standing committees of the
Board:
Audit Committee -- The Audit Committee, which held two meetings during
1998, recommends to the Board the selection of independent auditors; reviews the
scope of the independent audit and auditors' fees; reviews the annual financial
statements and audit results, including auditors' recommendations; reviews the
Company's internal control system; reviews the scope of the internal audit
procedures and results of those procedures; and reviews the Company's policies
relating to business conduct.
Compensation Committee -- The Compensation Committee held two meetings
during 1998. The Compensation Committee establishes the salaries and other
direct compensation for all officers of the Company, annually reviews and makes
recommendations to the Board with respect to the compensation to be paid to
outside directors of the Company, and administers certain incentive plans of the
Company.
Nominating Committee -- The Nominating Committee, which held one meeting
during 1998, is authorized to make recommendations to the Board concerning
nominees for directors to be elected at the Company's Annual Meeting of
Shareholders, nominees to fill vacancies on the Board, and policies relating to
tenure and retirement of the Company's directors and successors to the Company's
two highest ranking offices. The Nominating Committee accepts recommendations
from shareholders of individuals to be considered as nominees for directors. In
accordance with the Company's Articles of Incorporation, nominations for
election to the Board of Directors at a meeting of the shareholders may be made
by the Board of Directors, on behalf of the Board of Directors by the Nominating
Committee, or by any shareholder of the Company entitled to vote for the
election of directors. Nominations, other than those made by or on behalf of the
Board of Directors, shall be made by notice in writing, delivered to or mailed,
and received by the Secretary of the Company at least 60 days but not more than
90 days prior to the anniversary date of the immediately preceding Annual
Meeting. A shareholder's notice of nomination must contain certain information
set forth in the Company's Articles of Incorporation concerning each person the
shareholder proposes to nominate for election and the nominating shareholder.
Shareholder nominations for election as directors at the 1999 Annual Meeting
were required to be received by March 29, 1999 in order to be considered timely.
No such nominations were received by that date.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of Shares beneficially owned as
of March 1, 1999 by (a) each nominee for election as a director, (b) the chief
executive officer and the four other most highly compensated executive officers
serving as such at December 31, 1998, (c) Mr. John C. Holt who was an executive
officer of the Company and a subsidiary thereof until April 1, 1998 (the chief
executive officer, the four other most highly compensated executive officers
serving as such at December 31, 1998, and Mr. Holt are hereafter, collectively,
referred to as the "Named Executive Officers"), and (d) all directors and
executive officers of the Company as a group:
<TABLE>
<CAPTION>
NUMBER PERCENT
NAME OF SHARES OWNERSHIP
---- --------- ---------
<S> <C> <C>
Kevin J. Bradley(1)......................................... 65,268 .309%
Stephen H. Curran(2)(3)..................................... 261,257 1.234%
John C. Holt(1)(2)(3)....................................... 587,544 2.716%
Michael R. Kargula(2)(3).................................... 317,324 1.496%
Joseph E. Kasputys(2)(3).................................... 1,896,870 8.631%
Steven Lazarus(1)........................................... 111,840 .529%
Patricia McGinnis(1)........................................ 37,500 .178%
Jonathan Newcomb(1)......................................... 32,300 .153%
Patrick G. Richmond(2)(3)................................... 251,872 1.184%
Steven L. Schneider(2)(3)................................... 54,097 .257%
David Taylor(4)(5).......................................... 0 0%
Constance K. Weaver(1)...................................... 45,000 .213%
All directors and executive officers (including the Named
Executive Officers) as a group(13 persons)(6)(7).......... 3,795,763 16.184%
</TABLE>
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(1) Includes for Messrs. Bradley, Lazarus and Newcomb 64,968, 89,904, and 30,000
Shares, respectively, and for Mdmes. McGinnis and Weaver 37,500 and 45,000
Shares, respectively, which such directors have the right to acquire
pursuant to the exercise of the options held by them under the Primark
Corporation Stock Option Plan for Non-Employee Directors ("Stock Option Plan
for Non-Employee Directors"). Directors who are employees of the Company are
not eligible to receive option grants under this plan. Pursuant to the terms
of a certain Termination Agreement, Receipt and Release dated April 1, 1998
among Mr. Holt, the Company and TASC executed in connection with the
Company's sale of TASC, Mr. Holt agreed that he shall not be eligible to
receive options under the Stock Option Plan for Non-Employee Directors until
April 30, 2000.
(2) Includes 28,262 Shares for each of Messrs. Curran and Kasputys, 29,379
Shares for Mr. Kargula, 29,057 Shares for Mr. Richmond, and 12,987 Shares
for Mr. Schneider allocated to the participant's account under the Primark
Corporation Savings and Stock Ownership Plan (formerly the Primark
Corporation Employee Stock Ownership Plan) ("Savings Plan"). Includes 144
Shares held by Mr. Holt under the TASC, Inc. Profit Sharing and Stock
Ownership Plan ("PSSOP"). Also includes 2,771 and 2,070 Shares held by
Messrs. Curran and Schneider, respectively, under the Primark Corporation
1992 Employee Stock Purchase Plan ("ESPP").
(3) Includes 931,000, 129,980, 172,145, 222,815, 39,040, and 586,400 Shares
subject to stock options exercisable within 60 days of March 1, 1999 held by
Messrs. Kasputys, Curran, Kargula, Richmond, Schneider, and Holt,
respectively, which options were granted under various plans of the Company.
(Footnotes continued on next page)
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(Footnotes continued from previous page)
(4) Datastream and ICV are parties to a transaction with Zon Ltd. pursuant to
which Zon provided such companies with office furniture in 1998 for
approximately $100,000. Zon Ltd. is owned and operated by Mr. Taylor's
father-in-law.
(5) Does not include 10,000 Shares which Mr. Taylor has the right to acquire
pursuant to the exercise of stock options held by him under the Primark
Corporation Non-Qualified Stock Option Agreement dated February 24, 1999.
Such options vest in three equal installments, with the first installment
vesting on February 24, 2000.
In connection with the Company's acquisition of ICV in October 1996, the
Company issued promissory notes to certain of the former owners of ICV and
Shares to all of the former owners of ICV, including 381,735 Shares to Mr.
Taylor. The Company also agreed to provide registration rights with respect
to such Shares. Thereafter, the Company registered said Shares with the
Securities and Exchange Commission ("SEC") and pursuant to such
registration, Mrs. Anita Florence Taylor, Mr. Taylor's wife and recipient of
the 381,735 Shares by gift, sold 236,876 Shares. The promissory note issued
in favor of Mr. Taylor in the principal amount of $5,500,000 was assigned to
his wife and subsequently presented for payment in February 1999. On
February 24, 1999, the Company made a payment to Mrs. Taylor of $5,543,565
comprising the principal amount and accrued interest and the note was
cancelled. Interest payments made on the note in 1998 totalled $322,361.
(6) Includes 2,140,535 Shares subject to stock options exercisable within 60
days of March 1, 1999 held by executive officers, including the Named
Executive Officers, under various plans of the Company.
(7) Includes 156,353 Shares for all the executive officers, including the Named
Executive Officers, which are held under the Savings Plan and PSSOP. As to
Shares held in the Savings Plan, such executive officers possess both voting
and dispositive power with respect to all such Shares. Non-employee
directors of the Company are not eligible to participate in these plans.
Also includes 5,852 Shares held by the executive officers, including the
Named Executive Officers, as a group which are held under the ESPP.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based on information filed with the SEC on Schedule 13Gs, certain
information is set forth below with respect to beneficial owners of more than
five percent of the Shares (see also "Security Ownership of Management" on pages
5 and 6 hereof):
<TABLE>
<CAPTION>
NUMBER PERCENT OF CLASS
NAME AND ADDRESS OF SHARES AS OF MARCH 1, 1999
- ---------------- --------- -------------------
<S> <C> <C>
GeoCapital, LLC............................................. 1,929,783(1) 9.17%
767 Fifth Avenue
45th Floor
New York, New York 10153-4590
J.&W. Seligman & Co. Incorporated........................... 2,354,996(2) 11.19%
William C. Morris
100 Park Avenue
New York, New York 10017
</TABLE>
- ---------------
(1) Based on the Schedule 13G dated January 27, 1999 for the period ended
December 31, 1998. Sole dispositive power is claimed with respect to
1,929,783 Shares.
(2) Based on the Schedule 13G dated February 10, 1999 for the period ended
December 31, 1998. Shared voting power is claimed with respect to 1,979,000
Shares and shared dispositive power is claimed with respect to 2,354,996
Shares.
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<PAGE> 10
EXECUTIVE COMPENSATION
The following table ("Summary Compensation Table") sets forth the
compensation paid or awarded for performance during the last three completed
fiscal years by the Company or a subsidiary to the Named Executive Officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------ ---------------------
AWARDS PAYOUTS
---------- -------
OTHER SECURITIES
ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSA- OPTIONS PAYOUTS COMPENSA-
PRINCIPAL POSITION YEAR ($) ($) TION($) (#) ($) TION($)
------------------ ---- ------ ----- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys.............. 1998 641,250 442,500(1) (2) 0 0 7,877(3)
Chairman, President and 1997 609,583 146,601 (2) 1,000,000 0 7,627
Chief Executive Officer 1996 601,184 426,948 58,258(4) 40,000 0 33,419
of the Company
Stephen H. Curran............... 1998 242,500 115,500(1) (4) 41,000(5) 0 6,924(3)
Executive Vice President and 1997 232,500 37,345 (2) 23,000 0 6,674
Chief Financial Officer of 1996 221,846 106,382 (2) 11,000 0 32,466
the Company
Michael R. Kargula.............. 1998 254,250 136,738(1) (4) 41,500(5) 0 6,804(3)
Executive Vice President, 1997 244,750 43,980 (2) 25,000 0 6,554
General Counsel and Secretary 1996 240,285 128,191 (2) 13,000 0 32,346
of the Company
Patrick G. Richmond(6)(7)....... 1998 232,500 251,000(1) (2) 50,500(5) 0 5,000(3)
Executive Vice President of 1997 -- -- -- -- -- --
the Company 1996 -- -- -- -- -- --
Steven L. Schneider(6).......... 1998 276,941 50,000 83,356(8) 40,000 66,296(9) 3,200(3)
President and Chief Executive 1997 -- -- -- -- -- --
Officer of Primark Financial 1996 -- -- -- -- -- --
Information Division
FORMER EXECUTIVE OFFICER
John C. Holt.................... 1998 107,505(10) 500,000(11) (3) 0 0 0
Former President and Chief 1997 427,515 355,050 (3) 20,000 0 30,000
Executive Officer of TASC, 1996 417,510 261,584 (3) 16,000 0 33,515
and former Executive
Vice President of the Company
</TABLE>
- ---------------
(1) Includes special bonuses of $150,000, $42,000, $50,000 and $35,000 awarded
to Messrs. Kasputys, Curran, Kargula and Richmond, respectively, in
connection with the consummation of the sale of TASC to Litton Industries,
Inc. ("Litton").
(2) While the executive officers received other compensation in the form of
perquisites, such perquisites do not exceed the lesser of $50,000 or ten
percent of each executive officer's total annual salary and bonus for the
relevant fiscal year as reported for such executive officer herein.
(Footnotes continued on next page)
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<PAGE> 11
(Footnotes continued from previous page)
(3) Includes matching contributions of $5,000 under the Savings Plan for each
of Messrs. Kasputys, Curran, Kargula, and Richmond and $3,200 for Mr.
Schneider. Includes $2,877, $1,924, and $1,804 for Messrs. Kasputys,
Curran, and Kargula, respectively, representing the premium amounts paid by
the Company for executive life insurance on behalf of such executive
officers.
(4) Pursuant to the terms of the Primark Corporation 1988 Incentive Plan
("Incentive Plan"), Messrs. Curran and Kargula borrowed the principal
amount of $216,647 and $393,772, respectively, from the Company in
connection with the exercise of stock options and Mr. Kasputys borrowed
certain amounts from the Company for payment of income taxes in connection
with the grant of stock to Mr. Kasputys under the Incentive Plan. The loans
made to Messrs. Kasputys, Curran and Kargula under the Incentive Plan are
interest-free; evidenced by promissory notes; secured by 40,605, 13,000,
and 30,431 Shares, respectively. Subject to annual repayments by Mr.
Kasputys, his loan is fully payable on December 31, 2001. Messrs. Curran's
and Kargula's loans are fully repayable on December 16, 2004. The largest
aggregate amount of indebtedness outstanding thereunder in 1998 for Mr.
Kasputys was $476,451, of which $411,111 was outstanding on March 29, 1999.
The largest aggregate amount of indebtedness outstanding under the loans
for Messrs. Curran and Kargula in 1998 and as of March 29, 1999 was
$216,647 and $393,772, respectively. The amount includes $29,260 for fiscal
year ended December 31, 1996 for imputed interest with respect to Mr.
Kasputys' loan.
(5) Includes 6,000, 6,500 and 5,500 Shares subject to option for Messrs.
Curran, Kargula and Richmond, respectively, which options vest in three
annual installments with the first installment having vested in February
1999. The options were granted in recognition of the executive officers'
agreements to accept a 50 percent reduction in the amount of their
respective merit increases in fiscal years 1998, 1999 and 2000 and were
granted at an option exercise price of $42.50 per Share.
(6) Messrs. Schneider and Richmond were not executive officers for purposes of
the Summary Compensation Table during fiscal years 1997 and 1996. While Mr.
Schneider is not an elected officer of the Company, he is involved in the
formulation of policy affecting the Company and its subsidiaries in his
capacity as President and Chief Executive Officer of Primark Financial
Information Division ("PFID"). Prior to assuming his current position with
the Company, the Company provided Mr. Schneider with a loan in the
aggregate principal amount of $20,000 to assist him in his relocation to
the metropolitan Washington D.C. area to assume the position of President
and Chief Executive Officer of Disclosure Incorporated, a subsidiary of the
Company. The largest aggregate amount outstanding thereunder in 1998 was
$22,297, of which none was outstanding on March 29, 1999.
(7) Mr. Richmond resigned as an executive officer of the Company effective
December 31, 1998 in order that he may focus his time and energy on his
responsibilities as the President and Chief Executive Officer of Primark
Decision Information Division ("PDID"). Mr. Richmond had
(Footnotes continued on next page)
8
<PAGE> 12
(Footnotes continued from previous page)
assumed the position of President and Chief Executive Officer of PDID on
July 1, 1998 at an annual salary of $250,000 plus an annual bonus
opportunity equal to 40% of his annual salary, subject to attainment of
certain pre-determined performance factors. In addition, subject to Mr.
Richmond's continued employment with the Company or any subsidiary, Mr.
Richmond received a bonus of $150,000 in 1998 and in January 1999 and is
entitled to receive a $200,000 bonus in January 2000. In the event that Mr.
Richmond terminates his employment on or before December 31, 1999 or
December 31, 2000, he is obligated to return a pro rata portion of the
bonuses paid in such year. In the event of a change of control of the
Company and the termination of Mr. Richmond's employment other than by the
Company for "Cause" (as defined in the amended Change of Control
Compensation Agreement dated September 29, 1997) or by Mr. Richmond without
Good Reason (as defined in said Change of Control Compensation Agreement),
Mr. Richmond is entitled to receive the remaining unpaid bonuses as
referenced herein in addition to any amount payable under such Change of
Control Compensation Agreement.
(8) In connection with Mr. Schneider's relocation to England in October 1998 to
assume the position of President and Chief Executive Officer of PFID, the
Company agreed to provide Mr. Schneider with certain expatriate benefits,
including housing and cost of living allowances in the amount of L12,450
per month. In addition, the Company provides Mr. Schneider with an
automobile in London, certain tax equalization and insurance benefits and
return trips to the United States for Mr. Schneider and his family. In the
event that Mr. Schneider determines to relocate to the United States
following a Change of Control, the Company will pay to Mr. Schneider the
cost of transporting him, his family and their household goods to Virginia.
The amount includes $44,820 for said expatriate benefits extended in 1998.
(9) Represents the amount paid to Mr. Schneider for 1998 pursuant to the terms
of a Release and Consent to Termination of the Disclosure Incorporated
Long-Term Executive Incentive Compensation Plan.
(10) In connection with the sale of TASC, a former subsidiary of the Company,
Mr. Holt resigned as an officer and director of TASC and as an officer of
the Company. He continues to be a member of the Board of Directors and an
employee of the Company. The amount represents compensation paid by the
Company or a subsidiary prior to the sale of TASC.
(11) Represents the amount paid to Mr. Holt as a success fee in connection with
the consummation of the sale of TASC to Litton.
9
<PAGE> 13
OPTION GRANTS IN LAST FISCAL YEAR
Set forth below is information concerning the grant of stock options to
each of the persons named on the Summary Compensation Table during 1998.
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
----------------------------------------------------------------- -----------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR GRANT DATE
OPTIONS IN FISCAL BASE PRICE EXPIRATION PRESENT DATE OF
NAME GRANTED(#)(1) YEAR ($/SH) DATE VALUE($)(2) EXERCISABILITY
---- ------------- ---------- ---------- ---------- ----------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys..... 0 0 -- -- -- --
Stephen H. Curran...... 10,000 1.78% $42.50 February 22, 2008 268,813 February 23, 1998
6,000(3) 1.07% $42.50 February 22, 2008 151,802 February 23, 1999
25,000(3) 4.44% $33.25 May 26, 2008 497,836 May 27, 1999
Michael R. Kargula..... 10,000 1.78% $42.50 February 22, 2008 268,813 February 23, 1998
6,500(3) 1.15% $42.50 February 22, 2008 164,452 February 23, 1999
25,000(3) 4.44% $33.25 May 26, 2008 497,836 May 27, 1999
Patrick G. Richmond.... 20,000 3.55% $42.50 February 22, 2008 537,625 February 23, 1998
5,500(3) .98% $42.50 February 22, 2008 139,151 February 23, 1999
25,000(3) 4.44% $33.25 May 26, 2008 497,836 May 27, 1999
Steven L. Schneider.... 35,000(3) 6.22% $33.25 May 26, 2008 696,970 May 27, 1999
5,000(3) .89% $29.00 September 27, 2008 82,447 September 28, 1999
FORMER EXECUTIVE OFFICER
John C. Holt........... 0 0 -- -- -- --
</TABLE>
- ---------------
(1) All stock options have a ten-year term.
(2) As suggested by the SEC's rules on executive compensation disclosure, the
Company used the Black-Scholes model of option valuation to determine grant
date present value. The following assumptions were made for purposes of
calculating the Grant Date Present Value: an option term of ten years,
volatility ranging from 41.13% to 42.19%, dividend yield at 0%, interest
rate ranging from 4.87% to 5.80% and a vesting discount which utilized a 3%
risk of forfeiture of .94116. The Company does not advocate or necessarily
agree that the Black-Scholes model can properly determine the value of an
option.
(3) The stock options vest in three equal annual installments with the first
installment vesting on the Date of Exercisability as noted in the table
above.
10
<PAGE> 14
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Set forth below is information concerning the value of unexercised
in-the-money stock options held on December 31, 1998 by each person named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FY-END(#) AT FY-END($)(2)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys............. 0 0 431,000 1,000,000 5,770,625 1,437,500
Stephen H. Curran.............. 0 0 113,000 31,000 1,161,375 0
Michael R. Kargula............. 0 0 155,000 31,500 1,713,750 0
Patrick G. Richmond............ 0 0 211,000 30,500 2,187,375 0
Steven L. Schneider............ 0 0 32,650 50,350 259,665 17,085
FORMER EXECUTIVE OFFICER
John C. Holt................... 0 0 574,320 18,680 7,574,650 28,475
</TABLE>
- ---------------
(1) The "Value Realized" is equal to the difference between the option exercise
price and the fair market value of the Company's Common Stock on the NYSE on
the date of exercise.
(2) The value is based upon the $27.125 closing price of a share of the
Company's Common Stock on the NYSE at December 31, 1998, minus the exercise
price.
DIRECTORS' COMPENSATION
During 1998, each director who was not an employee of the Company or of any
of its subsidiaries received as compensation for the director's services an
annual retainer of $20,000. The fee for each Board meeting and committee meeting
attended by a non-employee director is $1,500 and $750, respectively; provided,
however, that if a committee meeting is held on a date when no Board meeting is
held, each non-employee director who is a member of the committee is entitled to
receive $1,500 for each such meeting attended. In addition, non-employee
directors of the Company automatically receive on an annual basis a
non-qualified stock option to acquire 7,500 Shares under the Stock Option Plan
for Non-Employee Directors. The director who serves as an officer of the Company
receives no compensation for his services as a director other than his regular
salary and benefits. The director who is an employee of the Company receives no
compensation for his services as a director. Mr. David Taylor, who has been
nominated for election as a director of the Company, provides consulting
services to Datastream and ICV and was paid L20,000 in 1998 through Polman
Consultants Limited, a company in which Mr. Taylor holds a 60% ownership
interest. Effective as of April 1, 1999, the Company retained Mr. Taylor as a
consultant under a one year consulting agreement. He will assist the Company
with strategy development, acquisitions, joint ventures, information content
partnerships and major client relationships. Under this agreement, Mr. Taylor
will be paid L100,000 and be eligible for a L50,000 performance related bonus of
which L25,000 is guaranteed. Mr. Taylor will also receive L25,000 to cover
certain out-of-pocket expenses. The consulting agreement may be renewed for
additional periods upon the agreement of Mr. Taylor and the Company.
11
<PAGE> 15
The Company maintains the Primark Corporation Supplemental Death Benefit
and Retirement Income Plan, which covers certain key officers and non-employee
directors of the Company. Under the Primark Corporation Supplemental Death
Benefit and Retirement Income Plan, in the event of the death of a non-employee
director prior to his or her retirement from the Board, the director's surviving
spouse is entitled to a lump sum payment of $150,000 payable at the time of the
director's death. The Primark Corporation Supplemental Death Benefit and
Retirement Income Plan also provides that a non-employee director can elect to
receive either (i) a supplemental retirement benefit of $15,000 annually
(payable in monthly installments) for each of the ten years following such
director's retirement at age 65 or older, or (ii) a post-retirement death
benefit of $150,000 payable to such director's surviving spouse upon the death
of the director if such death occurs after the director's retirement on or after
attaining age 65. No benefits are to be payable under the plan unless the
director has been a member of the Company's Board of Directors for at least five
years. Additionally, a non-employee director leaving the Board after a change of
control would be entitled to receive a cash payment of $150,000. A non-employee
director receiving this payment would not be entitled to receive any other
payments under the Primark Corporation Supplemental Death Benefit and Retirement
Income Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors ("Committee") is
composed entirely of non-employee directors. The three directors comprising the
Committee are Mr. Kevin J. Bradley, Chairman, Mr. Steven Lazarus and Ms.
Patricia McGinnis.
COMPENSATION COMMITTEE REPORT
The Compensation Committee ("Committee") establishes the salaries and other
direct compensation payable to the executive officers of the Company and has
oversight responsibility for administering certain incentive plans applicable to
such employees. In this connection, the Committee regularly reviews the
Company's executive compensation programs and policies; establishes the
Company's strategic compensation objectives; and monitors and evaluates the
design and effectiveness of the Company's executive compensation programs. The
Committee believes that executive compensation should not be based strictly on
mechanical formulas, statistical data or the like, since the rigid application
of such quantitative performance measures would eliminate important qualitative
factors critical to long-term strategic performance. Instead, it is the
Committee's view that the discretion to apply business judgments is critical to
executive compensation programs that relate compensation to performance.
Accordingly, no assigned weight is given to the factors reviewed by the
Committee with regard to compensation adjustment for executive officers and the
chief executive officer of the Company. All members of the Committee are
non-employee directors of the Company.
Competitive salary levels comparable to other well-managed companies and a
salary structure reflecting internal equity among employees are set as the
cornerstones of the Company's compensation policies. In addition to the
foregoing, the compensation program for executive officers has been designed to:
- reward the achievement of strategic business initiatives and goals
- align a portion of compensation with the Company's overall corporate
performance
12
<PAGE> 16
- attract and retain talented executives who are critical to the Company's
long-term growth and success
- align the interests of executive officers with the long-term interests
of shareholders
The Committee seeks to align total compensation for the Company's executive
officers with corporate performance, and for this reason a significant portion
of executive compensation is variable. The key elements of the Company's direct
compensation to executive officers consist of base salary, an annual incentive
and a long-term incentive as further discussed below.
Base Salary
Generally, base salaries of executive officers first entering the position
are above the average starting salaries for such officers at comparable
companies reflecting the high standards the Company sets in recruiting and
promoting officers. Adjustments are considered to account for individual
experience, internal equity and external market comparisons. Increases to base
salary are determined by a subjective analysis which takes into account Company
performance in the general sense, a perception of the executive's individual
performance during the annual evaluation period, future potential and
competitive compensation conditions. Moreover, current market data and
compensation trends for comparable companies are taken into account. With
respect to the measurement of an executive officer's individual performance,
consideration is given to such officer's scope of responsibility, his or her
demonstrated contribution and commitment to achieving the Company's strategic
objectives and direction, both individually and as a member of a management
team, the day-to-day effectiveness of each executive in managing the Company's
business and in providing leadership to the Company's and its subsidiaries'
personnel, and the executive's sustained performance over a period of time. For
fiscal year 1998, the Committee gave particular consideration to leadership
skills and business knowledge; the role that executive officers will play in the
Company's efforts towards becoming Year 2000 compliant; the continued need for
certain executive officers to fulfill critical functions at subsidiaries by
providing direct operational and administrative support; management's individual
efforts, contributions and experience with respect to operating the consolidated
Company as a global entity in a competitive worldwide market; execution of
strategic decisions; the length of the executive officer's service and the need
to retain the executive officer's talent to focus and build the Company's
information services line-of-business as an integrated unit in a rapidly
changing marketplace.
The key performance measurements relied upon by the Committee in
determining the chief executive officer's compensation for 1998 was its
assessment of the chief executive officer's ability and dedication to enhancing
the long-term value of the Company by continuing to provide the leadership and
vision that he has provided throughout his tenure as chief executive officer. In
addition to the factors described above, the Committee also considered the
following in determining the chief executive officer's 1998 compensation: the
development and implementation of an aggressive business strategy with a focus
on the Company's financial and information division; the identification of
critical initiatives and implementation of strategic decisions to position the
company to compete in the twenty-first century; the implementation of
company-wide programs designed to
13
<PAGE> 17
enhance a global identity for the consolidated Company; the development of a
uniform company protocol with an emphasis on customer service; the continued
development of integrated product-lines linking the Company's subsidiaries
throughout the United States and worldwide; the implementation of centralized
initiatives to enhance competitiveness and improve efficiencies and
profitability; the extent to which strategic business plan goals were met; his
contribution in achieving long-term financial and non-financial objectives; his
role in promoting corporate social responsibility and global corporate
citizenship; his initiatives with respect to promoting employee growth and
corporate maturity to achieve stated goals and maintain job satisfaction; and
the level of compensation paid to chief executives with comparable levels of
experience, responsibilities and qualifications.
Annual Incentive
In general, the Company's annual incentive plan is comprised of a cash
bonus plan. Payment to executive officers under such plan in 1998 was measured
by the Company's achievement of certain pre-determined net income goals. The net
income goals for the Company and its subsidiaries are recommended to the
Committee by senior management on the basis of a corporate plan. Based on the
plan prepared by each subsidiary, the corporate plan is reviewed and approved by
the Board of Directors. The net income goals are subject to adjustment for
acquisitions, dispositions or other significant events not contemplated by the
corporate plan. Moreover, the net income goals are subject to adjustment to
reflect a difference in the timing of the planned sale of certain subsidiaries.
If the net income goals are met, awards to executive officers range from 22.5
percent to 60 percent of salary. The amount of bonus may increase or decrease
depending upon the extent by which actual results vary from the net income
goals, provided, however, that except for the chief executive officer, no
executive officer participating in the annual incentive plan may receive bonus
payments totaling more than 150% of the target bonus amount. For 1998, the
Committee also took into account the achievements of management in the strategic
reorganization of the Company, recognizing the accomplishments represented by
the agreement for the sale of the Company's aviation subsidiary and the further
integration of the financial, economic and market research business units of the
Company.
For Mr. Schneider, the amount of bonus payable to him is based upon the
achievement of certain specified net income goals and discretionary factors. If
Mr. Schneider met his specified goals, he was eligible to receive an annual
bonus. In connection with Mr. Schneider's agreement to assume the position of
President and Chief Executive Officer of PFID, Mr. Schneider was guaranteed an
annual minimum bonus of $50,000.
The bonus amount payable to the chief executive officer of the Company is
determined and calculated in the same manner as described above with respect to
the Company's cash bonus plan, except that in no event shall such bonus be
greater than $1,000,000 or be less than $120,000 per year.
14
<PAGE> 18
Long-Term Incentive
The grant of stock options is the principal long-term program utilized by
the Company to attract and retain talented executive officers and to strengthen
the mutuality of interest between such officers and shareholders of the Company.
Stock options are granted at 100 percent (or higher) of the fair market value of
the Common Stock on the date of grant to ensure that executives are rewarded
only for appreciation in the price of such stock. While all executive officers
are eligible to receive stock options, participation in each annual grant, as
well as the size of the grant, is determined through a subjective analysis of
individual performance, corporate performance in the general sense, a perception
of an executive officer's future potential and competitive practices. In
addition, in determining the size of the grant, the Committee in 1998 recognized
the voluntary agreement by certain executive officers to accept a 50% reduction
in the amount of their respective merit increases for 1998, 1999 and 2000. In
accordance with the Committee's philosophy on executive compensation and with
consideration of the foregoing factors, options were granted to the executive
officers at levels consistent with past practices. No options were granted to
the chief executive officer in 1998 since options were granted to him in
connection with the Company's execution of an Employment Agreement dated January
7, 1997, as amended between the chief executive officer and the Company (the
"Employment Agreement").
Conclusion
The Committee believes that the Company's executive compensation programs
closely align each executive's total compensation with individual and corporate
performance and shareholder returns, while providing a balanced compensation mix
between base pay and incentives that is market and performance driven. With
respect to the provisions of the Internal Revenue Code of 1986, as amended
("Code") limiting the deductibility of executive compensation in excess of $1
million, the Company has not adopted a policy that requires the Committee to
qualify executive compensation for deductibility under the Code. The Committee
believes that the tax impact of any compensation arrangement should not be the
dispositive factor in such determination but may be considered in light of
overall compensation philosophy. Accordingly, although the Committee intends to
establish executive officer compensation programs that maximize tax deductions,
it will do so only when such actions are consistent with its compensation
philosophy and the best interests of the Company and its shareholders.
Consistent with the foregoing philosophy, the Committee does consider the net
cost to the Company in making compensation decisions.
Compensation Committee
Kevin J. Bradley, Chairman Steven Lazarus Patricia McGinnis
15
<PAGE> 19
PERFORMANCE GRAPHS
Set forth are two Performance Graphs comparing the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return of the Standard & Poor's ("S&P") Small Cap 600 Index and the S&P
Technology Service (Data Processing) Small Cap Index. The Performance Graphs for
fiscal year 1997 provided a comparison of cumulative total return among the
Company, S&P 500 Index and S&P Technology 500 Index. Due to the sale of TASC and
Triad International Maintenance Corporation in 1998, the Company has changed in
terms of revenue size and has transitioned from a holding company to a product
and market focused company in the information industry. To provide a meaningful
comparison with respect to cumulative total shareholder return, the Company is
substituting the S&P Small Cap 600 Index (of which the Company is a component)
for the S&P 500 Index and the S&P Technology Service (Data Processing) Small Cap
Index for the S&P Technology 500 Index which were used in prior years.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P SMALL CAP 600 INDEX AND
S&P TECHNOLOGY SERVICE (DATA PROCESSING) SMALL CAP INDEX(1)
DURING THE TENURE OF THE COMPANY'S
CHIEF EXECUTIVE OFFICER(2)
<TABLE>
<CAPTION>
PRIMARK CORPORATION S&P SMALL CAP 600 S&P TECHNOLOGY
------------------- INDEX SERVICE (DATA
----------------- PROCESSING) SMALL CAP
INDEX
---------------------
<S> <C> <C> <C>
'1987' 100 100 100
'1988' 162 97 107
'1989' 232 111 112
'1990' 162 85 64
'1991' 260 126 102
'1992' 361 152 105
'1993' 275 180 111
'1994' 321 172 169
'1995' 734 223 195
'1996' 606 271 314
'1997' 995 340 309
'1998' 664 336 411
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1987 and that all dividends were reinvested.
(Footnotes continued on next page)
16
<PAGE> 20
(Footnotes continued from previous page)
(2) Prior to May 1988, Primark was a public utility holding company since it
owned all of the issued and outstanding common stock of Michigan
Consolidated Gas Company ("MichCon"). In May 1988, the Company distributed
to its shareholders approximately 95 percent of the outstanding common stock
of MichCon and, thereafter, sold the remaining five percent of such shares.
For purposes of this Performance Graph and in accordance with the SEC's
interpretations, the spin off of MichCon by the Company has been treated as
a special dividend and is reflected in the Performance Graph in accordance
with the rules adopted by S&P for special dividends, with the value of such
dividends assumed to be reinvested in the Company's Common Stock.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P SMALL CAP 600 INDEX AND
S&P TECHNOLOGY SERVICE (DATA PROCESSING) SMALL CAP INDEX(1)
<TABLE>
<CAPTION>
PRIMARK CORPORATION S&P SMALL CAP 600 S&P TECHNOLOGY
------------------- INDEX SERVICE (DATA
----------------- PROCESSING) SMALL CAP
INDEX
---------------------
<S> <C> <C> <C>
'1993' 100 100 100
'1994' 117 95 152
'1995' 267 124 176
'1996' 220 150 284
'1997' 362 189 178
'1998' 241 186 371
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1993 and that all dividends were reinvested.
17
<PAGE> 21
As required by the SEC rules with respect to the Company's use of indexes
that differ from the indexes used in the immediately preceding fiscal year, set
forth are two additional Performance Graphs comparing the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return of the S&P 500 Index and the S&P Technology 500 Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX AND
S&P TECHNOLOGY 500 INDEX(1)
DURING THE TENURE OF THE COMPANY'S
CHIEF EXECUTIVE OFFICER(2)
<TABLE>
<CAPTION>
S&P TECHNOLOGY 500
PRIMARK CORPORATION S&P 500 INDEX INDEX
------------------- ------------- ------------------
<S> <C> <C> <C>
'1987' 100 100 100
'1988' 162 103 93
'1989' 232 136 92
'1990' 162 132 94
'1991' 260 172 107
'1992' 361 185 111
'1993' 275 204 137
'1994' 321 207 159
'1995' 734 284 229
'1996' 606 350 326
'1997' 995 466 411
'1998' 664 600 710
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1987 and that all dividends were reinvested.
(2) Prior to May 1988, Primark was a public utility holding company since it
owned all of the issued and outstanding common stock of MichCon. In May
1988, the Company distributed to its shareholders approximately 95 percent
of the outstanding common stock of MichCon and, thereafter, sold the
remaining five percent of such shares. For purposes of this Performance
Graph and in accordance with the SEC's interpretations, the spin off of
MichCon by the Company has been treated as a special dividend and is
reflected in the Performance Graph in accordance with the rules adopted by
S&P for special dividends, with the value of such dividends assumed to be
reinvested in the Company's Common Stock.
18
<PAGE> 22
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG PRIMARK CORPORATION, S&P 500 INDEX AND
S&P TECHNOLOGY 500 INDEX(1)
<TABLE>
<CAPTION>
S&P TECHNOLOGY 500
PRIMARK CORPORATION S&P 500 INDEX INDEX
------------------- ------------- ------------------
<S> <C> <C> <C>
'1993' 100 100 100
'1994' 117 117 101
'1995' 267 168 139
'1996' 220 238 171
'1997' 362 300 229
'1998' 241 519 294
</TABLE>
- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1993 and that all dividends were reinvested.
EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS
Mr. Kasputys serves as Chairman, President and Chief Executive Officer of
the Company pursuant to an Employment Agreement which was approved by the
shareholders at the 1997 Annual Meeting of Shareholders. Pursuant to the terms
of the Employment Agreement, Mr. Kasputys is employed as the Chairman, President
and Chief Executive Officer of the Company until December 31, 2001 at a minimum
annual salary of $602,000 and is eligible to receive a bonus (see "Compensation
Committee Report" on pages 12 through 15). Mr. Kasputys is entitled to
participate in (i) retirement and other employee benefit plans, (ii) insurance
and fringe benefits provided by the Company, including the use of an automobile
for business purposes, (iii) up to $10,000 annually as reimbursement for
expenses incurred in obtaining tax and estate planning assistance, and (iv)
annual retirement compensation for life in an amount equal to 55 percent of his
salary (excluding his bonus but including all amounts paid under the Company's
defined benefit plan) during the final year prior to the date he retires at age
62 or later. If Mr. Kasputys predeceases his spouse at the time of his
retirement or thereafter, his spouse is entitled to 60 percent of Mr. Kasputys'
annual retirement compensation as calculated in the preceding sentence. If Mr.
Kasputys dies prior to his retirement, his spouse is entitled to 50 percent of
his final salary until such time as Mr. Kasputys would have become 65 and annual
payments of 33 percent of such
19
<PAGE> 23
salary thereafter for life. Although the retirement benefits are paid solely
from corporate assets, it is expected that such costs would be recovered over
time through Company-owned life insurance on Mr. Kasputys. Any termination by
the Board of Mr. Kasputys' employment (other than termination for "cause" (as
defined in the Employment Agreement) by a two-thirds vote of all of the members
of the Board) does not prejudice Mr. Kasputys' right to compensation or other
benefits under the Employment Agreement and all options granted to Mr. Kasputys
become exercisable. Termination other than termination for cause by a two-thirds
vote of all of the members of the Board would result in liability for liquidated
damages in an amount equal to two times the amount of Mr. Kasputys' annual
salary and the bonus paid to him in the year prior to termination (on a
pro-rated basis) as well as health, life and disability insurance for a period
of two years in the same amounts provided prior to termination. Mr. Kasputys is
also subject to certain non-solicitation, nondisclosure and noncompete
provisions as set forth in the Employment Agreement.
The Company, TASC and Mr. Holt were parties to the Employment Agreement
dated February 28, 1994 (the "Holt Employment Agreement") pursuant to which Mr.
Holt was to be employed as President and Chief Executive Officer of TASC until
December 31, 1998 at a minimum annual salary of $400,000 and was eligible to
receive a bonus. Under the Holt Employment Agreement, Mr. Holt is subject to
certain non-compete and nondisclosure provisions for the periods stated therein
following the termination of the Holt Employment Agreement. In connection with
the Company's sale to Litton of all of the issued and outstanding shares of
common stock of TASC, the Company, TASC and Mr. Holt entered into the
Termination Agreement, Receipt and Release dated April 1, 1998 ("Termination
Agreement") pursuant to which, among other matters, the Holt Employment
Agreement and related arrangements were terminated effective as of the closing
date of the transaction.
Messrs. Curran and Kargula receive certain non-contributory supplemental
death and retirement benefits. The pre-retirement death benefit payable to the
executive's surviving spouse will equal, per annum, 50 percent of the
executive's final salary until such time as the executive would have reached age
65; thereafter, payments will equal, per annum, 20 percent of such salary until
the executive would have reached age 75. At retirement the executive may elect
to receive (i) supplemental retirement income equal to 20 percent of such
executive's final salary for each of the first ten years following retirement;
or (ii) other available post-retirement benefits which are actuarially
equivalent to the foregoing ten-year payment option. Although the supplemental
death and retirement benefits are paid solely from general corporate assets, it
is expected that such costs would be recovered over time through Company-owned
life insurance on the participants.
Each of the executive officers named in the Summary Compensation Table,
other than Mr. Holt whose change of control agreement has been terminated, has
entered into a separate change of control agreement. The change of control
agreements provide that in the event of a change of control of the Company or if
a potential change of control exists while the executive is an employee of the
Company and the executive's employment is terminated other than for certain
specified events, the Company will pay to the executive an amount generally
equal to three times the average annual compensation paid to such executive
during the lesser of (i) five calendar years preceding the date of termination
if prior to a change of control, or the date of the change of control of the
Company if such has occurred by the time of termination; or (ii) the portion of
such five year period during which the Company existed and the executive was an
employee of the Company if the executive's employment is terminated by the
Company without cause within three years after a change of control. The change
of control agreements may be unilaterally rescinded or amended by the Board of
Directors of the Company without the consent of the executive prior to a change
of
20
<PAGE> 24
control or the occurrence or threat of actions potentially leading to a change
of control. (See footnotes 7 and 8 under Executive Compensation regarding
additional amounts that may be paid to Messrs. Richmond and Schneider in the
event of a change of control of the Company).
ADOPTION OF PROPOSED AMENDMENTS TO ARTICLE VIII OF THE COMPANY'S ARTICLES OF
INCORPORATION INCREASING THE MAXIMUM NUMBER OF DIRECTORS FROM SEVEN TO EIGHT
(ITEM 2)
Article VIII of the Company's Articles of Incorporation currently provides
that the number of the directors of the Company shall be fixed from time to time
by resolution adopted by a majority of the entire Board of Directors of the
Company, except that the minimum number of directors may be no less than five
and the maximum number of directors may be no more than seven. Currently, the
Board of Directors consists of seven directors. At the Annual Meeting, the
Company is seeking shareholder approval of proposed amendments to Article VIII
of the Company's Articles of Incorporation that would:
- increase from seven to eight the maximum number of directors that may be
fixed by the Board within the range specified in the Articles; and
- clarify that the number of directors fixed by the Board of Directors
within the range specified in Article VIII does not include any
directors that holders of any preferred stock issued by the Company in
the future might become entitled to elect under the terms of any such
preferred stock.
AMENDED ARTICLE VIII
The full text of Article VIII, as it is proposed to be amended, is set
forth below.
ARTICLE VIII
A. NUMBER OF DIRECTORS
Except as otherwise fixed by or pursuant to the provisions of any
class or series of preferred stock to elect additional directors under
specified circumstances, the number of the directors of the Corporation
shall be fixed from time to time by resolution adopted by the affirmative
vote of a majority of the entire Board of Directors of the Corporation,
except that the minimum number of directors fixed by the entire Board of
Directors of the Corporation shall be no less than five and the maximum
number of directors fixed by the entire Board of Directors of the
Corporation shall be no more than eight.
REASONS FOR THE AMENDMENTS
The reasons for the proposed amendments are two-fold. First, the proposed
increase from seven to eight in the maximum number of directors will provide the
Board of Directors with flexibility to add an additional director to the Board
if it determines it would be desirable to do so. Second, amended Article VIII
clarifies that any directors elected under the terms of any preferred stock that
the Company might issue in the future are not counted in determining the maximum
number of directors that may be fixed by the Board. In this regard, NYSE rules
require as a condition to listing preferred stock that the preferred stock,
voting as a class, have the right to elect a minimum of two directors upon
default of the equivalent of six quarterly dividends. The designation for the
Company's authorized Cumulative Preferred Stock, of which no shares are
currently issued and
21
<PAGE> 25
outstanding, provides that holders of any such shares issued in the future would
be entitled to elect a number of directors necessary to constitute a majority of
the full board of directors at any time dividends on any outstanding shares of
Cumulative Preferred Stock were in default in an amount equal to four or more
full quarterly dividends.
The Company has no plans to issue any preferred stock. Nonetheless, to
eliminate any question that might arise under existing Article VIII regarding
whether or not any directors elected by holders of preferred stock that the
Company might issue in the future count in determining the number of directors
that may be fixed by the Board within the range specified in Article VIII,
amended Article VIII specifies that any such directors elected by holders of
preferred stock will not be counted for this purpose.
ELECTION OF DAVID TAYLOR
In connection with the Company's strategic decision to focus the Company on
the information services industry, and given that approximately one-half of the
Company's business is in Europe, the Board of Directors has fixed the size of
the Board at eight and nominated David Taylor to fill the vacancy created
thereby at the Annual Meeting, subject to approval of the shareholders at the
Annual Meeting of the proposed amended Article VIII. See "General Information"
and "Election of Directors." Mr. Taylor's election as a director will not become
effective unless (a) Article VIII as it is proposed to be amended is adopted by
shareholders and (b) shareholders elect Mr. Taylor as a director at the Annual
Meeting. The adoption of proposed amended Article VIII, however, is not
conditioned on shareholders electing Mr. Taylor as a director at the Annual
Meeting.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote thereon at the Annual Meeting is required to
adopt amended Article VIII of the Company's Articles of Incorporation. If
adopted by the shareholders, amended Article VIII of the Company's Articles will
become effective automatically upon filing of a certificate of amendment with
the Corporation, Securities and Land Development Bureau of the Michigan
Department of Consumer and Industry Services.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ADOPTION OF
AMENDED ARTICLE VIII OF THE COMPANY'S ARTICLES OF INCORPORATION.
APPROVAL OF SCHNEIDER STOCK OPTION AGREEMENT (ITEM 3)
On January 12, 1999, the Compensation Committee of the Board of Directors
granted Steven L. Schneider, President and Chief Executive Officer of PFID, a
ten-year non-qualified stock option (the "Option") to purchase 100,000 shares of
Company common stock at an exercise price of $26.0625 per share, which equaled
the closing price on the NYSE of a share of Company common stock on January 12,
1999. The Option is evidenced by a Non-Qualified Stock Option Agreement dated as
of January 12, 1999 by and between the Company and Mr. Schneider (the "Option
Agreement"), and is subject to approval of the shareholders at the 1999 Annual
Meeting of Shareholders.
OPTION VESTING; LIMITATIONS ON EXERCISE
Pursuant to the terms of the Option Agreement, Mr. Schneider will have the
cumulative right to exercise up to 33% of the shares covered by the Option after
the first year following the date of grant, 67% after the second year and 100%
after the third year.
22
<PAGE> 26
In the event of Mr. Schneider's death either while an employee of PFID or
within the one year period following the termination of such employment by
reason of his becoming disabled during which the Option was exercisable, his
designated beneficiary or, in the absence of a beneficiary designation, the
personal representative or legatees or distributees of his estate, shall have
the right to exercise all or any part of the Option, to the extent the Option
was exercisable on the date of his death, at any time within one year after his
death but not later than the expiration of the original ten-year term of the
Option. If Mr. Schneider's employment with PFID is terminated by reason of
"permanent and total disability," within the meaning of Section 22(e)(3) of the
Code, he or his guardian or legal representative will have the right to exercise
all or any part of the Option, to the extent the Option was exercisable at the
time of such termination, at any time within one year after any such termination
but not later than the expiration of the original ten-year term of the Option.
PAYMENT OF OPTION PRICE
Subject to the terms and conditions of the Option Agreement, the Option may
be exercised by delivering written notice of exercise to the Company, at its
principal office, addressed to the attention of the Secretary of the Company,
which notice shall specify the number of shares for which the Option is being
exercised, and shall be accompanied by payment in full of the Option Price of
the shares for which the Option is being exercised. Payment of the Option Price
for the shares of Common Stock purchased pursuant to the exercise of the Option
shall be made in cash.
ADJUSTMENTS OF OPTION
If the outstanding shares of Company common stock are increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Company occurring after the date the Option was granted, a proportionate and
appropriate adjustment shall be made by the Company in the number and kind of
shares subject to the Option, so that the proportionate interest of Mr.
Schneider immediately following such event shall, to the extent practicable, be
the same as immediately prior to such event. Any such adjustment in the Option
shall not change the total Option exercise price with respect to shares subject
to the unexercised portion of the Option but shall include a corresponding
proportionate adjustment in the Option Price per share.
If the Company is the surviving corporation in any reorganization, merger
or consolidation of the Company with one or more other corporations, the Option
shall pertain to and apply to the securities to which a holder of the number of
shares of common stock subject to the Option would have been entitled
immediately following such reorganization, merger or consolidation, with a
corresponding proportionate adjustment of the Option Price per share so that the
aggregate Option exercise price thereafter shall be the same as the aggregated
Option Price of the shares remaining subject to the Option immediately prior to
such reorganization, merger or consolidation. Upon the dissolution or
liquidation of the Company, or upon a merger, consolidation or reorganization of
the Company with one or more other corporations in which the Company is not the
surviving corporation, or upon a sale of substantially all of the assets of the
Company to another corporation, or upon any transaction (including, without
limitation, a merger or reorganization in which the Company is the surviving
corporation) approved by the Board which results in any person or entity owning
eighty percent or more of the combined voting power of all classes of stock of
the Company, the Option shall terminate, except to the extent provision is made
in connection with such transaction for the
23
<PAGE> 27
continuation and/or the assumption of the Option, or for the substitution for
the Option of new options covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kinds of shares and exercise prices, in which event the Option
shall continue in the manner and under the terms so provided. In the event of
any such termination of the Option, Mr. Schneider shall have the right (subject
to the limitations on exercise described above), for 30 days immediately prior
to the occurrence of such termination, to exercise the Option in whole or in
part, to the extent he was otherwise entitled to exercise such Option at the
time such termination occurs.
SHARES ISSUABLE UPON EXERCISE
Common Stock of the Company issuable under the Option Agreement upon
exercise of the Option shall be from shares of Common Stock repurchased by the
Company.
On March 1, 1999, the market value of the 100,000 shares of Common Stock
subject to the Option granted to Mr. Schneider was $2,068,750 based upon the
closing sale price of the Company's common stock on the NYSE on that date of
$20.6875 per share.
IMPACT OF FASB NO. 123
Pursuant to recently implemented Financial Accounting Standards Board
Statement No. 123, the Company will be required to recognize compensation
expense over the vesting period in an amount equal to the aggregate increase, if
any, in the fair market value of the shares of Company common stock subject to
the Option and the Option exercise price between the date of grant and the date
the Option Agreement is approved by shareholders. At March 1, 1999, the fair
market value of the Company's common stock (based upon the closing sale price of
the Company's common stock on the NYSE on that date) was $20.6875 per share.
Assuming the shareholders had approved the Option Agreement on that date, the
Company would not have had to recognize any compensation expense since the per
share fair market value was less than the exercise price. If the stock price
increases to above the exercise price as of the Annual Meeting, the Company will
be required to recognize compensation expense over the Option vesting period in
an amount representing the differences between the per share fair market value
and the Option exercise price times the number of shares subject to the Option.
FEDERAL INCOME TAX CONSEQUENCES
The grant of the Option will not be a taxable event for Mr. Schneider or
the Company. Upon exercising the Option, Mr. Schneider will recognize ordinary
income in an amount equal to the difference between the exercise price and the
fair market value of the shares on the date of exercise. If the Company complies
with applicable reporting requirements, it will be entitled to a business
expense deduction in the same amount as Mr. Schneider recognizes ordinary
income, assuming that the Option satisfies the applicable requirements under
Code Section 162(m) (summarized below) and subject to disallowance to the extent
that the vesting or exercise of the Option constitutes an "excess parachute
payment" to Mr. Schneider under the provisions of the Code relating to "golden
parachute payments." Upon a subsequent sale or exchange of shares acquired
pursuant to the exercise of the Option, Mr. Schneider will have taxable gain or
loss, measured by the difference between the amount realized on the disposition
and the tax basis of the shares (generally, the amount paid for the shares plus
the amount treated as ordinary income at the time the Option was exercised). The
difference between the aggregate Option exercise price and
24
<PAGE> 28
the aggregate fair market value of the shares received pursuant to the exercise
of the Option will be taxed as ordinary income.
REASONS FOR OBTAINING SHAREHOLDER APPROVAL
The Company is submitting the Option Agreement for shareholder approval at
the Annual Meeting in an effort to obtain a federal income tax deduction under
Section 162(m) of the Code for the full amount includable in Mr. Schneider's
income as a result of his exercise of the Option.
Under the Code and applicable Treasury regulations, no deduction is allowed
for annual compensation in excess of $1 million paid by a publicly traded
corporation to its chief executive officer and the four other most highly
compensated officers. Under those provisions, there is no limitation on the
deductibility of "qualified performance-based compensation." To satisfy this
definition: (i) the compensation must be paid solely on account of the
attainment of one or more pre-established, objective performance goals; (ii) the
performance goals under which compensation is paid must be established by a
compensation committee having the authority to establish and administer
performance goals and comprised solely of two or more directors who qualify as
"outside directors" for purposes of the exception; (iii) the material terms
under which the compensation is to be paid must be disclosed to and subsequently
approved by shareholders of the corporation before payment is made in a separate
vote; and (iv) the compensation committee must certify in writing before payment
of the compensation that the performance goals and any other material terms were
in fact satisfied.
Under applicable Treasury regulations, in the case of compensation
attributable to stock options, the performance goal requirement (summarized in
(i) above) is deemed satisfied, and the certification requirements (summarized
in (iv) above) is inapplicable, if: (i) the grant or award is made by a
compensation committee satisfying the above requirements; (ii) the plan under
which the option is granted states the maximum number of shares with respect to
which options may be granted during a specified time period to an employee; and
(iii) under the terms of the option the amount of compensation is based solely
on an increase in the value of the stock after the date of grant. The Company
believes that the Option Agreement satisfies these requirements.
According to this regulation, a director is an "outside director" if he or
she is not a current employee of the corporation; is not a former employee who
receives compensation for prior services (other than under a qualified
retirement plan); has not been an officer of the corporation; and does not
receive, directly or indirectly (including amounts, other than certain de
minimus remuneration, paid to an entity by which the director is employed or
self-employed or in which the director has at least a five percent ownership
interest), remuneration from the corporation in any capacity other than as a
director.
No tax authority or court has ruled on the applicability of Section 162(m)
to the Option, and any determination of the deductibility of Mr. Schneider's
compensation would ultimately be made by the Internal Revenue Service or a court
having final jurisdiction with respect to the matter. There can be no assurance
that such amounts will be deductible for federal income tax purposes. The
Company retains the right and obligation to satisfy its obligations under the
Option regardless of any final determination as to the applicability of Section
162(m) of the Code.
The Company has in the past used stock options as an important device to
motivate and reward its executive officers as well as executive officers of its
subsidiaries, and believes that equity incentives represented by stock options
enhance its ability to attract and retain key personnel. The Committee and the
Board have determined that it is in the best interests of the Company to provide
25
<PAGE> 29
a compensation arrangement for Mr. Schneider that rewards him for gains in the
value of the Company and for gains in shareholder wealth. The Company believes
that the Option is appropriate in light of Mr. Schneider's level of
responsibility, importance to the Company and past levels of compensation.
EFFECT OF NON-APPROVAL
In the event that the shareholders do not approve the Option Agreement, it
will be of no further force and effect and the Option granted pursuant to the
Option Agreement will be canceled without becoming exercisable.
REQUIRED VOTE
The affirmative vote of the holders of a majority of the shares of common
stock present or represented and entitled to vote at the Annual Meeting of
Shareholders is required for approval of the Option Agreement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDER APPROVAL OF THE
OPTION AGREEMENT.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (ITEM 4)
Subject to ratification by the shareholders, the Board has selected
Deloitte & Touche LLP as independent auditors to audit the financial statements
of the Company and its subsidiaries for the year ending December 31, 1999.
Deloitte & Touche LLP has served as the Company's auditors since 1986. A
representative of Deloitte & Touche LLP will be present at the Annual Meeting of
Shareholders and will have an opportunity to make a statement and respond to
appropriate questions. If the appointment is not ratified, the Board will
appoint another firm as the independent auditors for the year ending December
31, 1999.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THE RATIFICATION OF DELOITTE
& TOUCHE LLP AS INDEPENDENT AUDITORS, TO AUDIT THE FINANCIAL STATEMENTS OF THE
COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 1999.
COST OF SOLICITATION OF PROXIES
The cost of soliciting Proxies will be borne by the Company and the
solicitation will be made by use of the mails, personally or by telephone or
telegraph by officers, directors and regular employees of the Company and its
subsidiaries who will not be additionally compensated therefore. The firm of
Corporate Investor Communications, Inc. has been retained to assist with the
solicitation of brokers and nominee Proxies at a cost of approximately $6,000.
The Company will also reimburse banks, brokers, nominees and other fiduciaries
for reasonable expenses incurred by them in forwarding the Proxy material to the
beneficial owners of Shares.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the Company's Proxy
Statement and form of Proxy relating to the Company's Annual Meeting of
Shareholders in 2000 must be received by the Secretary of the Company at 1000
Winter Street, Suite 4300, Waltham, Massachusetts 02451, not later than December
13, 1999. Nothing in this paragraph shall be deemed to require the Company to
26
<PAGE> 30
include in its Proxy Statement and form of Proxy for such meeting any
shareholder proposal that does not meet the requirements of the SEC in effect at
the time. Pursuant to the Company's bylaws, any shareholder who intends to
present a proposal for action at the Annual Meeting in 2000 must deliver notice
to the Secretary of the Company not less than 60 days nor more than 90 days
prior to the 2000 meeting; however, if less than 70 days notice or prior public
disclosure of the date of the 2000 annual meeting is made, notice by the
shareholder to be timely must be delivered to the Secretary of the Company not
later than the close of business on the 10th day following the earlier of the
day on which notice of the date of the Annual Meeting in 2000 was mailed or
public disclosure was made.
27
<PAGE> 31
NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 26, 1999
AND
PROXY STATEMENT
[PRIMARK LOGO]
2600-PX-99
<PAGE> 32
April 9, 1999
Participant in the Primark Corporation
Savings and Stock Ownership Plan
RE: PRIMARK ANNUAL MEETING - 1999
-----------------------------
Dear Participant:
This is to advise you of your right under the Primark Corporation Savings and
Stock Ownership Plan to direct the Trustee to vote your interest in the Common
Stock of Primark Corporation held by the Trustee under the plan at this year's
Annual Meeting of Shareholders. Shareholders of record at the close of business
on March 29, 1999 will be entitled to vote at the meeting. Any shares for which
the Trustee has not received instructions from Savings and Stock Ownership Plan
members will be voted in the same proportion as directed shares of Primark
Corporation Common Stock under the plan are voted. Thus, it is important that
you send your instruction to the Trustee promptly.
Enclosed is a copy of Primark's Annual Report for the year 1998, the notice of
the annual meeting which is to be held on May 26, 1999, and the related proxy
material. YOU MAY EXERCISE YOUR RIGHT TO VOTE BY SPECIFYING YOUR CHOICES ON THE
ENCLOSED VOTING AUTHORIZATION CARD AND SIGNING, DATING, AND RETURNING IT IN THE
ENCLOSED ENVELOPE. THE TRUSTEE WILL COMPLY WITH YOUR INSTRUCTIONS AND TREAT THEM
IN COMPLETE CONFIDENCE.
Very truly yours,
Primark Corporation, as Plan Sponsor
By: /s/ Joseph E. Kasputys
--------------------------
Enclosures
<PAGE> 33
April 9, 1999
Participant in the TASC, Inc. Profit
Sharing and Stock Ownership Plan
RE: PRIMARK ANNUAL MEETING - 1999
-----------------------------
Dear Participant:
This is to advise you of your right under the TASC, Inc. Profit Sharing and
Stock Ownership Plan to direct the Trustee to vote your interest in the Common
Stock of Primark Corporation held by the Trustee under the plan at this year's
Annual Meeting of Shareholders. Shareholders of record at the close of business
on March 29, 1999 will be entitled to vote at the meeting. Any shares for which
the Trustee has not received instructions from TASC, Inc. Profit Sharing and
Stock Ownership Plan members will be voted in the same proportion as directed
shares of Primark Corporation Common Stock under the plan are voted. Thus, it is
important that you send your instruction to the Trustee promptly.
Enclosed is a copy of Primark's Annual Report for the year 1998, the notice of
the annual meeting which is to be held on May 26, 1999, and the related proxy
material. YOU MAY EXERCISE YOUR RIGHT TO VOTE BY SPECIFYING YOUR CHOICES ON THE
ENCLOSED VOTING AUTHORIZATION CARD AND SIGNING, DATING, AND RETURNING IT IN THE
ENCLOSED ENVELOPE. THE TRUSTEE WILL COMPLY WITH YOUR INSTRUCTIONS AND TREAT THEM
IN COMPLETE CONFIDENCE.
Very truly yours,
/s/ Joseph E. Kasputys
Joseph E. Kasputys
Enclosures
<PAGE> 34
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02451
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The signatory(ies) hereto appoint Joseph E. Kasputys, Michael R.
Kargula and Stephen H. Curran, and each of them, as Proxies, with the power of
substitution, to vote all shares of Common Stock of Primark Corporation held of
record by the signatory(ies) on March 29, 1999, at the 1999 Annual Meeting of
Shareholders to be held on May 26, 1999, or any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF
DIRECTORS AND "FOR" PROPOSALS 2, 3 AND 4. PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE> 35
[X] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S
NOMINEES FOR DIRECTORS AND "FOR" PROPOSALS 2, 3 AND 4.
1. ELECTION OF DIRECTORS:
NOMINEES: Kevin J. Bradley, John C. Holt, Joseph E. Kasputys, Steven
Lazarus, Patricia McGinnis, Jonathan Newcomb, Constance K. Weaver, and
David Taylor (the election of David Taylor to be effective only if
Proposal 2 set forth herein is approved).
FOR [ ] WITHHELD [ ]
ALL AS TO ALL
NOMINEES NOMINEES
[ ]
--------------------------------------------
For all nominees except as noted above
2. Proposal to approve an amendment to the Company's Articles of
Incorporation to increase the number of directors from 7 to 8.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to approve the grant of a stock option to Mr. Steven L.
Schneider, President and Chief Executive Officer of Primark Financial
Information Division.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the year ending December 31, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Note: Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, personal representative, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature:___________________________________________ Date:_____________________
Signature:___________________________________________ Date:_____________________
<PAGE> 36
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02451
THIS VOTING AUTHORIZATION IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
I hereby acknowledge receipt of the proxy soliciting material relative
to the Annual Meeting of Shareholders of Primark Corporation called for May 26,
1999. As to my interest in the Common Stock of Primark Corporation held by
Fidelity Management Trust Company as Trustee under the Primark Corporation
Savings and Stock Ownership Plan, I hereby instruct the Trustee to vote in
accordance with the directions on this card.
THIS VOTING AUTHORIZATION WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS VOTING AUTHORIZATION WILL
BE VOTED IN THE SAME PROPORTION AS DIRECTED SHARES OF PRIMARK CORPORATION COMMON
STOCK UNDER THE PLAN ARE VOTED WITH RESPECT TO THE ELECTION OF DIRECTORS AND
WITH RESPECT TO PROPOSALS 2, 3 AND 4. PLEASE MARK, SIGN, DATE AND RETURN THE
VOTING AUTHORIZATION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE> 37
[X] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S
NOMINEES FOR DIRECTORS AND "FOR" PROPOSALS 2, 3 AND 4.
1. ELECTION OF DIRECTORS:
NOMINEES: Kevin J. Bradley, John C. Holt, Joseph E. Kasputys, Steven
Lazarus, Patricia McGinnis, Jonathan Newcomb, Constance K. Weaver, and
David Taylor (the election of David Taylor to be effective only if
Proposal 2 set forth herein is approved).
FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES
[ ]
-------------------------------------------
For all nominees except as noted above
2. Proposal to approve an amendment to the Company's Articles of
Incorporation to increase the number of directors from 7 to 8.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to approve the grant of a stock option to Mr. Steven L.
Schneider, President and Chief Executive Officer of Primark Financial
Information Division.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the year ending December 31, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE BELOW
Signature:___________________________________________ Date:_____________________
<PAGE> 38
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300
WALTHAM, MASSACHUSETTS 02451
THIS VOTING AUTHORIZATION IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
I hereby acknowledge receipt of the proxy soliciting material relative
to the Annual Meeting of Shareholders of Primark Corporation called for May 26,
1999. As to my interest in the Common Stock of Primark Corporation held by
Fidelity Management Trust Company as Trustee under the TASC, Inc. Profit Sharing
and Stock Ownership Plan, I hereby instruct the Trustee to vote in accordance
with the directions on this card.
THIS VOTING AUTHORIZATION WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE, THIS VOTING AUTHORIZATION WILL
BE VOTED IN THE SAME PROPORTION AS DIRECTED SHARES OF PRIMARK CORPORATION COMMON
STOCK UNDER THE PLAN ARE VOTED WITH RESPECT TO THE ELECTION OF DIRECTORS AND
WITH RESPECT TO PROPOSALS 2, 3 AND 4. PLEASE MARK, SIGN, DATE AND RETURN THE
VOTING AUTHORIZATION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE> 39
[X] Please mark
votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE BOARD'S
NOMINEES FOR DIRECTORS AND "FOR" PROPOSALS 2, 3 AND 4.
1. ELECTION OF DIRECTORS:
NOMINEES: Kevin J. Bradley, John C. Holt, Joseph E. Kasputys, Steven
Lazarus, Patricia McGinnis, Jonathan Newcomb, Constance K. Weaver, and
David Taylor (the election of David Taylor to be effective only if
Proposal 2 set forth herein is approved).
FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES
[ ]
-------------------------------------------
For all nominees except as noted above
2. Proposal to approve an amendment to the Company's Articles of
Incorporation to increase the number of directors from 7 to 8.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Proposal to approve the grant of a stock option to Mr. Steven L.
Schneider, President and Chief Executive Officer of Primark Financial
Information Division.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. Proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the year ending December 31, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE BELOW
Signature:___________________________________________ Date:_____________________
