PRIMARK CORP, DEF 14A, 2000-04-06

PRIMARK CORP
DEF 14A, 2000-04-06
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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<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:
- --------------------------------------------------------------------------------
<PAGE> 2

[Primark Logo]

April 7, 2000

Dear Shareholder:

Your Board of Directors cordially invites you to attend the 2000 Annual
Meeting of Shareholders which will be held at 11:00 a.m. on Friday, May 26, 2000
at the Wyndham Garden Hotel, 420 Totten Pond Road, Waltham, 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, 2000

To the Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of Primark
Corporation ("Company") will be held at the Wyndham Garden Hotel, 420 Totten
Pond Road, Waltham, Massachusetts on Friday, May 26, 2000 at 11:00 a.m. for the
following purposes:

(1) To elect a board of seven directors;

(2) To ratify the appointment of Deloitte & Touche LLP as independent
auditors for the year ending December 31, 2000; and

(3) To transact such other business as may properly come before the
meeting.

Shareholders of record at the close of business on March 29, 2000 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 7, 2000

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
2000 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 2000 Annual
Meeting of Shareholders of the Company to be held at the Wyndham Garden Hotel,
420 Totten Pond Road, Waltham, Massachusetts on Friday, May 26, 2000 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 7, 2000.

As of March 29, 2000, the record date for determination of shareholders
entitled to notice of and to vote at the meeting, there were 20,268,221 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.

1
<PAGE> 5

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, 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 11, 2000 concerning the Board of Directors'
nominees for election as directors is set forth below.

KEVIN J. BRADLEY, 71, 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, 59, 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 Nominating Committee
of the Board.

JOSEPH E. KASPUTYS, 63, 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
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.

2
<PAGE> 6

STEVEN LAZARUS, 68, 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
Compensation Committee of the Board. Mr. Lazarus is also a director of Amgen
Inc., a biotechnology company, and New Era of Networks, Inc., a company that
develops, markets and supports application integration software and provides
application services. He is also a director of First Consulting Group, Inc., a
provider of information technology and other consulting services to healthcare
organizations.

PATRICIA MCGINNIS, 52, 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 of the public affairs consulting firm, 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. She is also a
director of Brown Shoe Company, Inc. in St. Louis, Missouri, a company that
operates in the footwear industry.

JONATHAN NEWCOMB, 53, is Chairman and Chief Executive Officer of Simon &
Schuster, an educational, computer and English-language book publisher and
publishing company and has held this position since January 1999. From June 1994
until December 1998, he was President and Chief Executive Officer of that
company and from January 1991 until May 1994, he served as its President and
Chief Operating Officer. 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 Audit Committee. Mr. Newcomb is also a director of
Marine Midland Bank.

CONSTANCE K. WEAVER, 47, 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 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. Ms. Weaver is also a director of Applied Digital Solutions, an
e-business solutions provider offering Internet, telecom, LAN and software
services to businesses throughout North America.

3
<PAGE> 7

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Members of the Board held an aggregate of seven regular meetings and two
special meetings during 1999 and also served on standing committees of the
Board. During 1999, 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, except that Ms. Weaver
attended 64 percent of such meetings. 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
1999, 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 1999. 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 1999, 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 2000 Annual Meeting
were required to be received by March 27, 2000 in order to be considered timely.
No such nominations were received by that date.

4
<PAGE> 8

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of Shares of Common Stock of the
Company and ScoreLab, Inc., an indirect wholly-owned subsidiary of the Company
("ScoreLab") beneficially owned as of March 1, 2000 by each director, the chief
executive officer and the four other most highly compensated executive officers,
and all directors and executive officers of the Company as a group:

<TABLE>
<CAPTION>
NUMBER PERCENT
OF SHARES OWNERSHIP
-------------------- ------------------
NAME COMPANY SCORELAB COMPANY SCORELAB
---- --------- -------- ------- --------
<S> <C> <C> <C> <C>
Kevin J. Bradley(1)................................ 73,145 -- .36% --
Stephen H. Curran(2)(3)............................ 297,167 1,000 1.45% .12%
John C. Holt(2).................................... 594,144 -- 2.85% --
Michael R. Kargula(2)(3)........................... 349,900 1,000 1.71% .12%
Joseph E. Kasputys(2)(3)........................... 2,196,870 667 10.22% .08%
Steven Lazarus(1).................................. 139,685 -- .69% --
Patricia McGinnis(1)............................... 65,345 -- .32% --
Jonathan Newcomb(1)................................ 60,145 -- .30% --
Steven L. Schneider(2)(3).......................... 105,145 1,667 .52% .20%
William J. Swift(2)(3)............................. 134,007 -- .66% --
Constance K. Weaver(1)............................. 72,845 -- .36% --
All directors and executive officers as a group
(11 persons)(4)(5)............................... 4,088,398 4,334 17.79% .51%
</TABLE>

- ---------------
(1) Includes for Messrs. Bradley, Lazarus and Newcomb 72,485, 105,281, and
57,845 Shares, respectively, and for Mdmes. McGinnis and Weaver 65,345 and
72,845 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 ("Director Plan")
and Primark Corporation 1999 Stock Option Plan for Non-Employee Directors
("1999 Director Plan"). The Director Plan was terminated on May 26, 1999.
Directors who are employees of the Company are not eligible to receive
option grants under those plans.
(2) Includes 28,262 Shares for each of Messrs. Curran, Kasputys and Swift,
29,995 Shares for Mr. Kargula, 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. Also includes 3,391, 2,958 and
405 Shares held by Messrs. Curran, Schneider and Swift, respectively, under
the Primark Corporation 1992 Employee Stock Purchase Plan ("ESPP").
(3) Includes 1,231,000, 165,270, 207,605, 89,200, and 56,845 Shares of the
Company subject to stock options exercisable within 60 days of March 1, 2000
held by Messrs. Kasputys, Curran, Kargula, Schneider, and Swift,
respectively, which options were granted under various plans of the Company.
Also includes 667, 1,000, 1,000, and 1,667 shares of ScoreLab subject to
stock options exercisable within 60 days of March 1, 2000 held by Messrs.
Kasputys, Curran, Kargula and Schneider.
(4) Includes 2,755,726 Shares of the Company subject to stock options
exercisable within 60 days of March 1, 2000 held by executive officers under
various plans of the Company and 4,334 shares of ScoreLab subject to stock
options exercisable within 60 days of March 1, 2000 under the ScoreLab, Inc.
1999 Stock Option Plan, respectively.

5
<PAGE> 9

(5) Includes 127,768 Shares for all the executive officers which are held under
the Savings Plan. 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 this plan. Also includes 6,754 Shares held by the executive
officers as a group which are held under the ESPP.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Based on information filed with the Securities and Exchange Commission
("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, 2000
- ---------------- --------- -------------------
<S> <C> <C>
GeoCapital, LLC............................................. 2,022,728(1) 9.98%
767 Fifth Avenue
45th Floor
New York, NY 10153-4590
Dimensional Fund Advisors Inc............................... 1,377,700(2) 6.80%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Waddell & Reed Investment Management Company................ 1,040,200(3) 5.13%
Waddell & Reed, Inc.
Waddell & Reed Financial Services, Inc.
Waddell & Reed Financial, Inc.
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, KS 66201-9217
Albert Fried Jr............................................. 1,493,000(4) 7.37%
40 Exchange Place
New York, NY 10005
</TABLE>

- ---------------
(1) Sole dispositive power is claimed with respect to 2,022,728 Shares.

(2) Sole voting and sole dispositive power is claimed with respect to 1,377,700
Shares. Dimensional Fund Advisors Inc. ("Dimensional") furnishes investment
advice to four investment companies and serves as investment manager to
certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds." In its role as
investment adviser or manager, Dimensional possesses voting and/or
investment power over the Shares that are owned by the Funds. All 1,377,700
Shares are owned by the Funds and Dimensional disclaims beneficial ownership
thereof.

(3) Sole voting and sole dispositive power is claimed with respect to 1,040,200
Shares. The securities reported herein are beneficially owned by one or more
open-end investment companies or other managed accounts which are advised or
sub-advised by Waddell & Reed Investment Management Company, an investment
advisory subsidiary of Waddell & Reed, Inc. ("WRI"). WRI is a broker-dealer
and underwriting subsidiary of Waddell & Reed Financial Services, Inc., a
parent holding company ("WRFSI"). WRFSI is a subsidiary of Waddell & Reed
Financial, Inc., a publicly traded company.

(4) Sole voting and sole dispositive power is claimed with respect to 1,313,400
Shares. Shared voting and shared dispositive power is claimed with respect
to 179,600 Shares held by Albert Fried & Company, LLC.

6
<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 Company's chief executive
officer and the other four most highly compensated executive officers of the
Company.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ -------------------------------
AWARDS PAYOUTS
--------------------- -------
SECURITIES
UNDERLYING
OTHER OPTIONS
ANNUAL (#) LTIP ALL OTHER
NAME AND SALARY BONUS COMPENSA- --------------------- PAYOUTS COMPENSA-
PRINCIPAL POSITION YEAR ($) ($) TION($) COMPANY SCORELAB ($) TION($)
------------------ ---- ------- ------- --------- --------- -------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph E. Kasputys.............. 1999 650,000 404,820 (1) 0 2,000 0 7,677(2)
Chairman, President and 1998 641,250 442,500(3) (1) 0 -- 0 7,877
Chief Executive Officer 1997 609,583 146,601 (1) 1,000,000 -- 0 7,627
of the Company

Stephen H. Curran............... 1999 248,750 103,800 (4) 15,000 3,000 0 6,724(2)
Executive Vice President and 1998 242,500 115,500(3) (4) 41,000(5) -- 0 6,924
Chief Financial Officer of 1997 232,500 37,345 (1) 23,000 -- 0 6,674
the Company

Michael R. Kargula.............. 1999 261,124 122,614 (4) 15,000 3,000 0 6,604(2)
Executive Vice President, 1998 254,250 136,738(3) (4) 41,500(5) -- 0 6,804
General Counsel and 1997 244,750 43,980 (1) 25,000 -- 0 6,554
Secretary of the Company

Steven L. Schneider(6).......... 1999 348,858 350,000 293,541(7) 100,000 5,000 0 4,175(2)
President and Chief Executive 1998 276,941 50,000 83,356 40,000 -- 66,296 3,200
Officer of Primark Financial 1997 -- -- -- -- -- -- --
Information Division

William J. Swift................ 1999 147,625 34,541 (4) 7,500 -- 0 5,783(2)
Senior Vice President 1998 143,375 36,969(3) 62,564 11,000(5) -- 0 5,983
of the Company 1997 137,250 14,467 15,171(4) 7,500 -- 0 5,733
</TABLE>

- ---------------
(1) 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.

(2) Includes matching contributions of $4,800 under the Savings Plan for each of
Messrs. Kasputys, Curran, Kargula, and Swift and $4,175 for Mr. Schneider.
Includes $2,877, $1,924, $1,804 and $983 for Messrs. Kasputys, Curran,
Kargula, and Swift respectively, representing the premium amounts paid by
the Company for executive life insurance on behalf of such executive
officers.

(3) Includes special bonuses of $150,000, $42,000, $50,000 and $12,500 awarded
to Messrs. Kasputys, Curran, Kargula, and Swift, respectively, in connection
with the consummation of the sale of TASC to Litton Industries, Inc.

(4) Pursuant to the terms of the Primark Corporation 1988 Incentive Plan
("Incentive Plan"), Messrs. Curran, Kargula and Swift borrowed the principal
amount of $216,647, $393,772 and

7
<PAGE> 11

$895,485, 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, Kargula, and Swift under the Incentive Plan are interest-free;
evidenced by promissory notes; secured by 40,605, 13,000, 26,931 and 44,372
Shares, respectively. Subject to annual repayments by Mr. Kasputys, his loan
is fully payable on December 31, 2001. Messrs. Curran's, Kargula's and
Swift's loans are fully repayable on December 16, 2004. The largest
aggregate amount of indebtedness outstanding thereunder in 1999 for Mr.
Kasputys was $443,781, of which $378,441 was outstanding on March 29, 2000.
The largest aggregate amount of indebtedness outstanding under the loans for
Messrs. Curran, Kargula, and Swift in 1999 and as of March 29, 2000 was
$216,647, $393,772 and $895,845, respectively. In addition, the amount
includes $49,699 and $43,744 for the fiscal years ended December 31, 1998
and December 31, 1999 for imputed interest with respect to Mr. Swift's loan
referred to above.

(5) Includes 6,000, 6,500 and 3,500 Shares subject to option for Messrs. Curran,
Kargula and Swift, respectively, which options vest in three annual
installments with the first installment having vested in February 1999. The
options were granted in exchange for the executive officers' agreement 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) Mr. Schneider was not an executive officer for purposes of the Summary
Compensation Table during fiscal year 1997. 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").

(7) 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 allowance in 1999 of $164,787 and a cost of living
allowance 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. The amount does not include the tax
equalization amount that Mr. Schneider will receive with respect to fiscal
year 1999. Such amount has not been determined as of the date of the proxy
statement.

8
<PAGE> 12

OPTION GRANTS IN LAST FISCAL YEAR

Set forth below is information concerning the grant of stock options of the
Company and ScoreLab to each of the persons named on the Summary Compensation
Table during 1999.

<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
--------------------------------------------------------------- -----------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE OR
UNDERLYING EMPLOYEES BASE GRANT DATE
OPTIONS IN FISCAL PRICE EXPIRATION PRESENT DATE OF
NAME GRANTED(#)(1) YEAR ($/SH) DATE VALUE($)(2) EXERCISABILITY
---- ------------- -------------- ----------- ---------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
COMPANY
Joseph E. Kasputys..... 0 0 -- -- -- --
February 23, February 24,
Stephen H. Curran...... 15,000 2.10% 20.8125 2009 195,929 1999
February 23, February 24,
Michael R. Kargula..... 15,000 2.10% 20.8125 2009 195,929 1999
Steven L. Schneider.... 100,000(3) 14.00% 26.0625 January 11, 2009 1,529,869 January 12, 2000
February 23, February 24,
William J. Swift....... 7,500 1.05% 20.8125 2009 97,964 1999
SCORELAB
Joseph E. Kasputys..... 2,000(3) 1.77% 8.00 December 5, 2009 7,258 December 6, 1999
Stephen H. Curran...... 3,000(3) 2.65% 8.00 December 5, 2009 10,887 December 6, 1999
Michael R. Kargula..... 3,000(3) 2.65% 8.00 December 5, 2009 10,887 December 6, 1999
Steven L. Schneider.... 5,000(3) 4.42% 8.00 December 5, 2009 18,145 December 6, 1999
William J. Swift....... 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 of Company stock options. The following assumptions were
made for purposes of calculating the Grant Date Present Value of Company
stock options: an option term of ten years, volatility ranging from 42.33%
to 42.76%, dividend yield at 0%, interest rate ranging from 5.21% to 5.53%
and a vesting discount which utilized a 3% risk of forfeiture of .9412.

The Company used the minimum value model which is an adaptation of the
Black-Scholes model of option valuation used to value options on nonpublic
company stock to determine grant date present value of ScoreLab stock
options. The following assumptions were made for purposes of calculating the
Grant Date Present Value of ScoreLab stock options: an option term of ten
years, volatility of .1%, dividend yield at 0%, interest rate of 6.5% and a
vesting discount which utilized a 3% risk of forfeiture of .9703.

The Company does not advocate or necessarily agree that the Black-Scholes
model or any adaptation of 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.

9
<PAGE> 13

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, 1999 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>
COMPANY
Joseph E. Kasputys............ 0 0 931,000 500,000 7,820,688 0
Stephen H. Curran............. 0 0 138,230 20,770 1,329,626 0
Michael R. Kargula............ 0 0 180,395 21,105 1,909,502 0
Steven L. Schneider........... 0 0 52,240 130,760 290,364 186,138
William J. Swift.............. 6,000 122,250 53,155 2,345 430,375 0
SCORELAB
Joseph E. Kasputys............ 0 0 667 1,333 5,336 10,664
Stephen H. Curran............. 0 0 1,000 2,000 8,000 16,000
Michael R. Kargula............ 0 0 1,000 2,000 8,000 16,000
Steven L. Schneider........... 0 0 1,667 3,333 13,336 26,664
William J. Swift.............. -- -- -- -- -- --
</TABLE>

- ---------------
(1) With respect to Company Common Stock, 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) With respect to Company Common Stock, the value is based upon the $27.8125
closing price of a share of the Company's Common Stock on the NYSE at
December 31, 1999, minus the exercise price. With respect to ScoreLab
shares, the value is based upon a report prepared by an independent third
party advisor.

DIRECTORS' COMPENSATION

During 1999, 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. Directors who are employees of
the Company do not receive compensation for their services as directors. 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
Director Plan. Such plan was terminated effective May 26, 1999. Pursuant to the
terms of the new 1999 Director Plan, non-employee directors of the Company
automatically received a stock option covering 22,500 Shares of Company Common
Stock. Under the 1999 Director Plan, non-employee directors were also entitled
to elect to exchange stock options for the annual cash retainer and meeting fees
payable to the directors for the 12 month period beginning July 1,1999 and
ending June 30, 2000. Current non-employee directors of the Company will not
receive any further grants under the 1999 Director Plan for a three-year period.

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

10
<PAGE> 14

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
- 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 between the 50th and 75th percentile of 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

11
<PAGE> 15

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 1999, the Committee gave particular consideration to leadership
skills and business knowledge; the role of the executive officer with respect to
implementing the Company's plans in becoming Year 2000 compliant; the new role
that the executive officers must assume with respect to the Company's
restructured organization; 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 in
an e-commerce and rapidly changing marketplace.

The key performance measurements relied upon by the Committee in
determining the chief executive officer's compensation for 1999 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 1999 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 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.
Notwithstanding the foregoing, the Committee accepted the chief executive
officer's recommendation to maintain his 1999 base salary at the level in effect
at the end of 1998.

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 1999 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 as consolidated within its operating division,
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.

12
<PAGE> 16

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 1999 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.

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
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 Company stock options were
granted to the chief executive officer in 1999 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

13
<PAGE> 17

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.

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>
S&P TECHNOLOGY
SERVICE (DATA
S&P SMALL CAP 600 PROCESSING) SMALL CAP
PRIMARK CORPORATION INDEX INDEX
------------------- ----------------- ---------------------
<S> <C> <C> <C>
1987 100.00 100.00 100.00
1988 162.00 97.00 107.00
1989 232.00 111.00 112.00
1990 162.00 85.00 64.00
1991 260.00 126.00 102.00
1992 361.00 152.00 105.00
1993 275.00 180.00 111.00
1994 321.00 172.00 169.00
1995 734.00 223.00 195.00
1996 606.00 271.00 314.00
1997 995.00 340.00 309.00
1998 664.00 336.00 411.00
1999 680.00 378.00 357.00
</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 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.

14
<PAGE> 18

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)

- ---------------
(1) Assumes that the value of the investment in Primark Common Stock and each
index was $100 on December 31, 1994 and that all dividends were reinvested.

15
<PAGE> 19

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 11 through 13). 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 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.

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 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

16
<PAGE> 20

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 control or the occurrence or threat of actions
potentially leading to a change of control.

CERTAIN TRANSACTIONS

Datastream International Limited ("Datastream") and ICV Limited ("ICV")
were parties to a transaction with Zon Ltd. pursuant to which Zon provided such
companies with office furniture in 1999 for approximately $170,000, excluding
taxes. Both Datastream and ICV are subsidiaries of the Company. Zon Ltd. is
owned and operated by Mr. David Taylor's father-in-law. Mr. Taylor is a former
director of the Company, having resigned on February 23, 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. 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 1999 totaled $118,235.

Mr. David Taylor provides consulting services to the Company pursuant to
the terms of a consulting agreement. In this connection, he assists the Company
with strategy development, acquisitions, joint ventures, information content
partnerships and major client relationships. Mr. Taylor is paid L100,000
annually and is eligible for a L50,000 performance related bonus of which
L25,000 is guaranteed annually. Mr. Taylor also received L25,000 to cover
certain out-of-pocket expenses.

The Company is discussing with Mr. Taylor a possible investment of
approximately $1,000,000 in one of the Company's subsidiaries. No definitive
agreement has been reached and there can be no assurance that such an agreement
will be reached.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (ITEM 2)

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, 2000.
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, 2000.

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, 2000.

17
<PAGE> 21

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 2001 must be received by the Secretary of the Company at 1000
Winter Street, Suite 4300, Waltham, Massachusetts 02451, not later than December
11, 2000. Nothing in this paragraph shall be deemed to require the Company to
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 2001 must deliver notice
to the Secretary of the Company not less than 60 days nor more than 90 days
prior to the 2001 meeting; however, if less than 70 days notice or prior public
disclosure of the date of the 2001 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 2001 was mailed or
public disclosure was made.

18
<PAGE> 22

NOTICE OF
ANNUAL MEETING
OF SHAREHOLDERS
MAY 26, 2000
AND
PROXY STATEMENT

[PRIMARK LOGO]

2600-PS-00
<PAGE> 23

April 7, 2000

Participant in the TASC, Inc. Profit
Sharing and Stock Ownership Plan

RE: PRIMARK ANNUAL MEETING - 2000

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, 2000 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 1999, the notice of
the annual meeting which is to be held on May 26, 2000, 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,

Joseph E. Kasputys

Enclosures

2600-TLT-00

<PAGE> 24

April 7, 2000

Participant in the Primark Corporation
Savings and Stock Ownership Plan

RE: PRIMARK ANNUAL MEETING - 2000

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, 2000 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.

Very truly yours,

Primark Corporation, as Plan Sponsor

By:________________________________

Enclosures

2600-PLT-00
<PAGE> 25
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, 2000, at the 2000 Annual Meeting of
Shareholders to be held on May 26, 2000, 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" THE PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

<PAGE> 26

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" PROPOSAL 2.

1. ELECTION OF DIRECTORS:

NOMINEES:(01) KEVIN J. BRADLEY, (02) JOHN C. HOLT, (03) JOSEPH E. KASPUTYS,
(04) STEVEN LAZARUS, (05) PATRICIA MCGINNIS, (06) JONATHAN NEWCOMB, AND
(07) CONSTANCE K. WEAVER.

FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES

_______________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE

2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP as independent
auditors for the year ending December 31, 2000.

FOR AGAINST ABSTAIN

3. 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> 27

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,
2000. 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 THE PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THE VOTING
AUTHORIZATION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

<PAGE> 28

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" PROPOSAL 2.

1. ELECTION OF DIRECTORS:

NOMINEES:(01) KEVIN J. BRADLEY, (02) JOHN C. HOLT, (03) JOSEPH E. KASPUTYS,
(04) STEVEN LAZARUS, (05) PATRICIA MCGINNIS, (06) JONATHAN NEWCOMB, AND
(07) CONSTANCE K. WEAVER.

FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES

______________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE

2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP as independent
auditors for the year ending December 31, 2000.

FOR AGAINST ABSTAIN

3. 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

Signature:___________________________________________ Date:_____________________

<PAGE> 29

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,
2000. 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.

SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

<PAGE> 30

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" PROPOSAL 2.

1. ELECTION OF DIRECTORS:

NOMINEES: (01) KEVIN J. BRADLEY, (02) JOHN C. HOLT, (03) JOSEPH E. KASPUTYS,
(04) STEVEN LAZARUS, (05) PATRICIA MCGINNIS, (06) JONATHAN NEWCOMB, AND (07)
CONSTANCE K. WEAVER.

FOR WITHHELD
ALL AS TO ALL
NOMINEES NOMINEES

_____________________________________________
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE

2. PROPOSAL TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP as independent
auditors for the year ending December 31, 2000.

FOR AGAINST ABSTAIN

3. 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

Signature:_______________________________________________ Date:_________________