PRIMARK CORP, SC 14D9, 2000-06-14

PRIMARK CORP
SC 14D9, 2000-06-14
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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SCHEDULE 14D-9

(RULE 14D-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

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PRIMARK CORPORATION

(Name of Subject Company)

PRIMARK CORPORATION

(Name of Person(s) Filing Statement)

COMMON STOCK, WITHOUT PAR VALUE

(Title of Class of Securities)

741903108

(CUSIP Number of Class of Securities)

MICHAEL R. KARGULA, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300N
WALTHAM, MASSACHUSETTS 02451
TELEPHONE: (781) 466-6611

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)

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WITH A COPY TO:

STEPHEN W. HAMILTON, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005
TELEPHONE: (202) 371-7000

/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

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ITEM 1. SUBJECT COMPANY INFORMATION.

NAME AND ADDRESS. The name of the subject company to which this
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
relates is Primark Corporation, a Michigan corporation ("Primark"). The address
of the principal executive offices of Primark is 1000 Winter Street, Suite
4300N, Waltham, Massachusetts 02451-1241. The telephone number of the principal
executive office of Primark is 781-466-6611.

SECURITIES. The title of the class of equity securities to which this
Schedule 14D-9 relates is the common stock, without par value (the "Common
Stock"), of Primark, including the associated common stock purchase rights (the
"Rights" and, together with the Common Stock, the "Shares"). As of June 9, 2000,
there were 20,308,103 Shares outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

NAME AND ADDRESS. The name, business address, and business telephone number
of Primark, which is the person filing this Schedule 14D-9, are set forth in
Item 1 above.

TENDER OFFER. This Schedule 14D-9 relates to the offer by Marquee
Acquisition Corporation, a Michigan corporation ("Purchaser") and an indirect
wholly owned subsidiary of The Thomson Corporation, an Ontario, Canada
corporation ("Thomson"), disclosed in a Tender Offer Statement on Schedule TO,
dated June 14, 2000 (the "Schedule TO"), to purchase all of the issued and
outstanding Shares at a price of $38.00 per Share, net to the seller in cash
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated June 14, 2000 and filed as Exhibit (a)(1) to the
Schedule TO (the "Offer to Purchase"), and the related Letter of Transmittal
(which, as may be amended and supplemented from time to time, together
constitute the "Offer").

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 5, 2000 (the "Merger Agreement"), among Thomson, Purchaser and
Primark. The Merger Agreement provides, among other things, that as soon as
practicable following the satisfaction or waiver of the conditions set forth in
the Merger Agreement, Purchaser will be merged with and into Primark (the
"Merger"), with Primark as the surviving corporation (the "Surviving
Corporation") and a wholly owned subsidiary of Thomson. At the effective time of
the Merger (the "Effective Time"), each Share then outstanding (other than
Shares held by Thomson, Purchaser or Primark or by shareholders who perfect
appraisal rights, if any, under the Michigan Business Corporation Act ("MBCA"))
will be converted into the right to receive the Offer Price. A copy of the
Merger Agreement is filed herewith as Exhibit (e)(1) and is incorporated herein
by reference.

As set forth in the Schedule TO, the principal offices of Thomson and
Purchaser are located at Suite 2706, Toronto Dominion Bank Tower, P.O. Box 24,
Toronto Dominion Centre, Toronto, Ontario, M5K 1A1, Canada and at Metro Center,
One Station Place, Stamford, Connecticut 06902, respectively.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Certain contacts, agreements, arrangements or understandings between Primark
or its affiliates and certain of its directors and executive officers are,
except as noted below, described in the Information Statement pursuant to
Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder
(the "Information Statement") that is attached as Annex B to this
Schedule 14D-9 and is incorporated herein by reference. Except as set forth in
the response to this Item 3 or in Annex B attached hereto or as incorporated by
reference herein, to the knowledge of Primark, there are no material agreements,
arrangements or understandings and no actual or potential conflicts of interest
between Primark or its affiliates and (1) Primark's executive officers,
directors or affiliates, or (2) Thomson or Purchaser, or their respective
executive officers, directors or affiliates.

TREATMENT OF PRIMARK STOCK OPTIONS. The Merger Agreement provides that each
outstanding option to purchase Shares which has been granted under Primark's
stock plans, programs, arrangements and

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agreements, including those granted to the executive officers of Primark will be
cancelled. In consideration thereof, at the Effective Time, Thomson will pay in
cash an amount equal to the number of Shares subject to such option, whether or
not vested or exercisable, as of the Effective Time multiplied by the excess, if
any, of $38.00 over the exercise price per Share of such option. The aggregate
cash value (measured by calculating the difference between $38.00 per share and
the weighted average exercise price) for all "in-the-money" outstanding options
held by Primark's directors and executive officers is approximately $47,144,258.

TREATMENT OF SCORELAB STOCK OPTIONS. Certain executive officers of Primark
hold outstanding options to purchase shares of common stock of ScoreLab, Inc.,
an indirect wholly owned subsidiary of Primark ("ScoreLab"). Under the terms of
the ScoreLab stock option plan, the stock options would vest prior to the change
of control of Primark. In addition, the option plan provides that unexercised
options will expire upon consummation of the change of control of Primark. Prior
to the occurrence of these events, Thomson, Primark and ScoreLab intend to
review their alternatives to properly incentivize and compensate employees of
ScoreLab.

EMPLOYMENT AND SEVERANCE AGREEMENTS. The purchase of Shares pursuant to the
Offer and/or consummation of the Merger will constitute a "change of control" of
Primark for purposes of employment and severance agreements Primark has entered
into with Joseph E. Kasputys, Primark's Chairman, President and Chief Executive
Officer, Stephen H. Curran, Primark's Executive Vice President and Chief
Financial Officer, Michael R. Kargula, Primark's Executive Vice President,
General Counsel and Secretary, Steven L. Schneider, President and Chief
Executive Officer of Primark's Global e-Commerce division, and certain other key
employees, including officers of Primark. If Messrs. Kasputys, Curran, Kargula
and Schneider are terminated by Primark without "cause" (as defined in the
relevant agreement), or choose to terminate their employment for "good reason"
(as defined in the relevant agreement), at any time within three years of the
change of control, then such officers will receive a lump sum payment, equal to,
in the case of Messrs. Kasputys, Curran, Kargula and Schneider, three times the
average of the aggregate annual salary, bonus, and benefits (other than stock
option gains and, in the case of Mr. Schneider, certain specified bonuses and
benefits) included in the gross income of such officer during the five years
preceding the Effective Time of the Merger (or such shorter period of
employment). If the other key employees are terminated by Primark without
"cause," or choose to terminate their employment for "good reason," at any time
within a designated period following a change of control, then such employees
will receive, generally, a lump sum payment equal to a multiple of the average
of the aggregate annual compensation included in the gross income of such
employee during the five years preceding the change of control (or such shorter
period of employment). Messrs. Kasputys, Curran and Kargula have entered into
letter agreements with Primark, in connection with the Offer and the Merger, in
which they agree not to terminate their employment as a result of their change
in status as officers of a public company prior to the later of the Effective
Time of the Merger and January 1, 2001. Mr. Schneider has also entered into a
letter agreement with Primark in which he has agreed not to terminate his
employment as a result of his change in status as an officer of a public
company. The agreements with Messrs. Kasputys, Curran, Kargula and Schneider
provide that such agreements are the sole documents governing the payment of
severance in connection with the termination of such officers' employment. In
addition, these agreements place restrictions on the ability of Messrs.
Kasputys, Curran, Kargula, and Schneider to engage in competition with Primark
and to hire employees of Primark, and also require that they maintain the
confidentiality of Primark's confidential information.

In connection with the transactions contemplated by the Merger Agreement,
Mr. Schneider and eight other key employees of subsidiaries of Primark have
entered into employment agreements, effective as of the Effective Time of the
Merger, in each case with the Primark subsidiary by which they are currently
employed. Pursuant to these employment agreements, each of these individuals
will continue to be employed by their respective employers in comparable
positions and performing comparable duties to those previously held or
performed, such employment to commence at the Effective Time of the Merger and
to continue for a period ending on the eighteen-month anniversary of the
Effective Time, unless

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earlier terminated in accordance with the terms of their respective agreements.
These agreements generally provide that the employees will be entitled to
receive at least the same salary and bonus and comparable benefits to those that
each was entitled to receive before the Effective Time. In addition, in each
case, if the employee remains employed by the Primark subsidiary at the end of
the eighteen-month term, the employee will receive a special bonus paid in a
lump sum on the expiration of the eighteen-month term equal to one-half of the
employee's annual salary then in effect, and, unless the employer has previously
offered to renew the employment agreement on commercially reasonable terms, and
at least equal to the terms in these new agreements, then the employee will also
receive a continuation of his or her annual salary for the twelve months
following the expiration of the eighteen-month term and certain insurance
benefits for the twelve-month period. These agreements place restrictions on the
ability of these employees to engage in competition with Primark and to hire
employees of Primark, and also require that the employees maintain the
confidentiality of Primark's confidential information.

In addition, a new employment agreement was entered into with an executive
to continue his existing part-time employment for twelve months after the
Effective Time. This executive will provide senior advisory services to both
Thomson Financial and Primark management. At the end of the twelve-month term,
the executive will receive all earned but unpaid deferred compensation.

Four other key employees of a United Kingdom subsidiary of Primark entered
into amendments to their existing employment contracts with that subsidiary that
provide that they will not exercise their rights to terminate their contracts
prior to the eighteen-month anniversary of the Effective Time and further
provide for the payment of certain lump sum bonuses if still employed by the
subsidiary eighteen months after the Effective Time and, in two cases, provide
for the establishment of a long-term incentive plan.

RETIREMENT BENEFITS. Under the terms of Mr. Kasputys' employment agreement
with Primark, upon his retirement he will receive annual retirement compensation
for life in an amount which will equal 55% of Mr. Kasputys' salary (not
including bonus) during his final year prior to retirement. In addition,
Mr. Kasputys' spouse will be entitled to certain benefits in the event
Mr. Kasputys predeceases his spouse. Thomson has guaranteed Primark's obligation
relating to Mr. Kasputys' retirement benefits.

In addition, the Primark Board of Directors recognized the long tenure and
extraordinary services provided to Primark by Messrs. Curran and Kargula by
providing that, upon their termination of employment, they will be deemed to be
retired under Primark's Supplemental Death Benefit and Retirement Income Plan.
Under that plan, each of Messrs. Curran and Kargula will receive an annual cash
retirement payment from Primark equal to 20% of their respective final annual
salary for each of the first ten years following such officer's attainment of
age 62.

Also, under Primark's Supplemental Death Benefit and Retirement Income Plan,
each non-employee director leaving the Board of Directors following a change of
control will be entitled to receive a cash payment of $150,000.

EMPLOYEE BENEFITS MATTERS. The Merger Agreement provides that, following
the Effective Time, the Surviving Corporation and its successors will provide
those persons that, immediately prior to the Effective Time, were employees of
Primark or any of its subsidiaries with employee plans and programs that provide
benefits that are no less favorable, in the aggregate, than those provided to
similarly situated employees of Thomson's Thomson Financial group.

DIRECTORS' AND OFFICERS' INSURANCE; INDEMNIFICATION. The Merger Agreement
provides that for a period of six years from the Effective Time, the By-laws of
the Surviving Corporation will contain provisions no less favorable, with
respect to indemnification, than the provisions contained in Primark's current
By-laws.

In addition, the Merger Agreement provides that for a period of six years
from the Effective Time, the Surviving Corporation will indemnify, defend and
hold harmless, to the fullest extent permitted by applicable law, each present
and former director, officer or employee of Primark or any of its subsidiaries
(the "Indemnified Parties") with respect to any acts and omissions occurring at
or prior to the Effective Time or arising out of or pertaining to the
transactions contemplated by the Merger Agreement. The

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Surviving Corporation will pay, as incurred, such Indemnified Party's reasonable
legal fees and expenses incurred in connection therewith.

The Merger Agreement also provides that the Surviving Corporation will
maintain in effect, for six years from the Effective Time, Primark's existing
directors' and officers' liability insurance or substitute coverage containing
terms and conditions not materially less favorable, provided that Thomson is not
required to spend an amount in excess of 200% of the annual premiums currently
paid by Primark for such insurance.

SHAREHOLDERS AGREEMENT. Thomson, Purchaser and Messrs. Kasputys, Curran and
Kargula have entered into a Shareholders Agreement, dated as of June 5, 2000,
providing, among other things, that they will (1) tender their Shares into the
Offer and not withdraw those Shares prior to termination of the Offer, and
(2) vote their Shares in favor of the approval and adoption of the Merger
Agreement and the Merger and against any action that would materially delay or
impair Primark's ability to consummate the transactions contemplated by the
Merger Agreement. Nothing in this agreement prevents or interferes with the
performance by any of Messrs. Kasputys, Curran or Kargula of his obligations in
his capacity as an officer or director of Primark, as the case may be, including
the fulfillment of Mr. Kasputys' fiduciary duties as a director.

THE MERGER AGREEMENT. A summary of the material provisions of the Merger
Agreement is included in the Offer to Purchase, which is being mailed to
shareholders together with this Schedule 14D-9, and is incorporated herein by
reference. The summary is qualified in its entirety by reference to the complete
text of the Merger Agreement, a copy of which is filed herewith as
Exhibit (e)(1) and is incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

RECOMMENDATION OF THE BOARD OF DIRECTORS. At a meeting held on June 4,
2000, the Primark Board of Directors unanimously determined that the
transactions contemplated by the Merger Agreement, including the Offer and the
Merger, are fair to and in the best interests of Primark's shareholders and
unanimously approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger. The Primark Board of
Directors unanimously recommends that Primark's shareholders accept the Offer
and tender their Shares pursuant to the Offer.

BACKGROUND. In the second half of February 2000, Joseph E. Kasputys,
Primark's Chairman, President and Chief Executive Officer, received a telephone
call from Patrick J. Tierney, President and Chief Executive Officer of Thomson
Financial, requesting a meeting to discuss how Thomson Financial and Primark
might work together. Subsequently, Mr. Kasputys received a telephone call from a
representative of Compass Partners International, LLC, a financial advisory and
investment firm, who stated he would be representing Thomson and that Thomson
was interested in a possible business combination with Primark. A few days prior
to the scheduled March 20, 2000 meeting, the Compass representative contacted
Mr. Kasputys to ask if he had any objection to Richard J. Harrington, Thomson's
President and Chief Executive Officer, attending the meeting in lieu of
Mr. Tierney. Mr. Kasputys responded that he would be willing to meet with
Mr. Harrington.

On March 20, 2000, Messrs. Kasputys and Harrington met to discuss the
financial information industry and the operations of Primark and Thomson.
Mr. Harrington raised the possible acquisition of Primark by Thomson, indicating
that the respective financial information businesses were very complementary and
that Thomson Financial was extremely interested in Primark's strong management
team and capable staff.

Immediately following this meeting, Mr. Kasputys contacted Deutsche Bank
Securities Inc. ("Deutsche Bank") and had several discussions with them
regarding the valuation of Primark.

On March 22, 2000, Mr. Harrington sent Mr. Kasputys a letter indicating that
Thomson would be willing to pay no less than $31.00 per Share in cash to acquire
Primark. The proposal also indicated a

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willingness to pay an additional 10% depending on the results of Thomson's due
diligence review of Primark and the parties' ability to reach an agreement on a
transaction in an accelerated fashion.

After reviewing Thomson's offer with members of Primark's Board of Directors
and with Deutsche Bank, Mr. Kasputys sent a letter, dated March 31, 2000, to
Mr. Harrington indicating that Primark was not willing to proceed further based
on Thomson's proposal. Thomson responded by requesting further information from
Primark's management to determine whether a higher offer might be justified.

As a result of Thomson's request for additional information, Primark and
Thomson entered into a confidentiality agreement, dated as of April 4, 2000. A
few days later, Mr. Kasputys and Mr. Tierney had a meeting at Primark's
executive offices in Waltham, Massachusetts to discuss Primark's business.

On April 7, 2000, Deutsche Bank provided Mr. Kasputys with a draft
preliminary valuation analysis of Primark.

On April 8, 2000, Mr. Kasputys, Stephen H. Curran, Primark's Executive Vice
President and Chief Financial Officer, Michael R. Kargula, Primark's Executive
Vice President, General Counsel and Secretary, and certain members of Primark's
financial staff met with Mr. Tierney, James Schroeder, Thomson's Vice President
for Tax, Sharon Rowlands, Chief Operating Officer of Thomson Financial, and
Raymond Fagan, Chief Financial Officer of Thomson Financial, at Primark's
executive offices in Waltham, Massachusetts to discuss Primark's business.

Following this meeting, Mr. Tierney called Mr. Kasputys to request certain
additional information to assist Thomson in its valuation of Primark.

During the week of April 10, 2000, Deutsche Bank and Mr. Kasputys held
additional discussions regarding the valuation of Primark. Deutsche Bank
provided a revised valuation analysis to Mr. Kasputys on April 14, 2000. After
further revisions, Deutsche Bank's valuation analysis was distributed to
Primark's Board of Directors on April 21, 2000.

On May 8, 2000, Mr. Harrington contacted Mr. Kasputys to inform him that
Thomson would be making a revised proposal shortly after Thomson's scheduled
board meeting on May 18, 2000. Mr. Harrington again stated this intention to
Mr. Kasputys on May 11, 2000.

On May 22, 2000, Mr. Harrington sent a letter to Mr. Kasputys detailing a
revised proposal to acquire Primark at $36.50 per Share in cash, subject to
limited due diligence and the execution of a mutually acceptable definitive
merger agreement. Later that day, after consulting with Deutsche Bank,
Mr. Kasputys called Mr. Harrington to indicate that Primark would consider a
proposal if Thomson was willing to increase its offer to $38.00 per Share.
Mr. Harrington informed Mr. Kasputys that Thomson would consider acquiring
Primark at $38.00 per Share in cash if Thomson was satisfied with the results of
its due diligence review and the parties were able to negotiate a mutually
acceptable definitive merger agreement.

On May 24, 2000, Messrs. Kasputys and Kargula met with Messrs. Harrington,
Tierney, Robert D. Daleo, Thomson's Chief Financial Officer, and Michael S.
Harris, Thomson's Senior Vice President, General Counsel and Secretary, at
Thomson's executive offices in Stamford, Connecticut. At this meeting, the
parties discussed issues relating to personnel and the timing of Thomson's due
diligence review of Primark.

Also on May 24, 2000, outside legal counsel for Thomson delivered a draft of
the Merger Agreement to Primark's outside legal counsel. From May 24, 2000
through June 4, 2000, the parties, together with their respective outside legal
counsel, conducted negotiations with respect to the Merger Agreement, the
Shareholders Agreement, employment agreements for certain key employees of
Primark, and agreements relating to certain change of control agreements between
Primark and some of its executive officers.

In addition, on May 24, 2000, representatives of Thomson commenced due
diligence at Primark's offices in Waltham, Massachusetts. Subsequently,
employees of Thomson and representatives of its outside

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legal counsel and independent auditors joined the due diligence review, which
continued through June 4, 2000.

On May 26, 2000, representatives of Deutsche Bank presented an updated
Primark valuation analysis to the Primark Board of Directors at a meeting held
in Waltham, Massachusetts. The terms of the proposed transaction and probable
roles of key members of the Primark management team were also discussed.

At a meeting of the Primark Board of Directors held on June 4, 2000, the
Primark Board of Directors unanimously determined that the terms of the Merger
Agreement, including the Offer and the Merger, are fair to and in the best
interests of Primark's shareholders, unanimously approved and adopted the Merger
Agreement and the transactions contemplated thereby, including the Offer and the
Merger, and unanimously recommended that Primark shareholders accept the Offer
and tender their Shares pursuant to the Offer. At the June 4, 2000 Primark Board
meeting, Deutsche Bank delivered to the Primark Board of Directors its oral
opinion (confirmed by delivery of a written opinion) to the effect that, as of
such date and based upon and subject to the assumptions made, matters considered
and limits on the review undertaken in connection with the opinion, the
consideration to be received in the Offer and the Merger is fair, from a
financial point of view, to Primark's shareholders.

On June 5, 2000, Thomson, Purchaser and Primark executed and delivered the
Merger Agreement and issued a press release announcing the execution of the
Merger Agreement and the transactions contemplated thereby.

REASONS FOR THE RECOMMENDATION BY PRIMARK'S BOARD OF DIRECTORS; FACTORS
CONSIDERED. In approving the Merger Agreement, the Offer, the Merger and the
other transactions contemplated by the Merger Agreement, and recommending that
Primark's shareholders accept the Offer and tender their Shares pursuant to the
Offer, Primark's Board of Directors considered a number of factors, including:

1. The historical market prices and recent trading activity of Primark's common
stock, including the fact that the Offer Price represents (i) a premium of
31.0% over the closing price of Primark's common stock on June 2, 2000, the
last full trading day prior to the public announcement of the Offer and the
Merger, (ii) a premium of 46.0% and 48.7%, respectively, over the closing
prices of Primark's common stock one week and four weeks prior to the last
full trading day prior to the public announcement of the Offer and the
Merger, and (iii) a premium of 29.9% over the 52-week high price of
Primark's common stock.

2. The fairness opinion of Deutsche Bank rendered at the meeting of the Primark
Board of Directors held on June 4, 2000 as well as the valuation analyses
performed by Deutsche Bank and presented to the Board of Directors in
connection with the fairness opinion. The full text of the written opinion,
dated June 4, 2000, of Deutsche Bank, which sets forth the assumptions made,
matters considered and limits on the review undertaken, is attached to this
Schedule 14D-9 as Annex A and is filed as Exhibit (e)(2) hereto.
Shareholders are urged to read the opinion in its entirety.

3. The fact that the consideration and other terms of the Merger Agreement
resulted from arms-length negotiations between Primark and Thomson, and the
Primark Board's belief that $38.00 per Share represented the highest per
Share consideration that could be negotiated with Thomson.

4. The fact that Thomson's Offer Price exceeds any bid received by Primark
during its 1998 strategic review, during which Primark reviewed the trends
in the financial information industry, had discussions with other companies
regarding business combinations and other extraordinary transactions, and
contemplated the risks and uncertainties associated with such transactions.

5. The fact that the Offer and the Merger provide for a prompt cash tender
offer for all Shares to be followed by a second-step Merger for the same
consideration, thereby enabling Primark's shareholders to obtain the
benefits of the transaction at the earliest possible time.

6. The fact that Thomson's and Purchaser's obligations under the Offer are not
subject to any financing condition and the financial strength of Thomson.

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7. The limited ability of Thomson or Purchaser to terminate the Offer or the
Merger Agreement.

8. The fact that the Merger Agreement permits Primark to furnish information
to, and participate in negotiations with, third parties in response to an
unsolicited acquisition proposal if (i) the Primark Board of Directors
determines in good faith, after receiving the advice of outside legal
counsel, that such action is required by the fiduciary duties of the Board
under applicable law, (ii) the Primark Board determines in good faith that
the acquisition proposal constitutes, or may reasonably be expected to lead
to, a superior proposal, and (iii) after giving notice to Thomson and
Purchaser, Primark enters into a customary confidentiality agreement, on
terms no less favorable to Primark than those contained in Primark's
confidentiality agreement with Thomson. A superior proposal is a bona fide
written proposal, not solicited, initiated or encouraged in violation of the
Merger Agreement, made by a third person to acquire, directly or indirectly,
for consideration consisting of cash and/or securities, all of the Shares or
all or substantially all of Primark's assets, if the Board reasonably
determines (after consultation with its financial advisor and outside
counsel) (x) that the proposed transaction would be more favorable from a
financial point of view to Primark's shareholders than the Offer and the
Merger, taking into account at the time of determination any changes to the
terms of the Merger Agreement that as of that time had been proposed by
Thomson, and (y) that the person or entity making the superior proposal is
capable of consummating the proposal (based upon, among other things, the
availability of financing and the degree of certainty of obtaining
financing, the expectation of obtaining required regulatory approvals and
the identity and background of such person).

9. The fact that the Merger Agreement permits the Primark Board of Directors to
withdraw or modify its approval or recommendation of the Offer and the
Merger if, prior to the acceptance for payment of Shares pursuant to the
Offer, in connection with an acquisition proposal, the Primark Board of
Directors determines in good faith (i) after having received advice from
outside counsel, that such action is required by the fiduciary duties of the
Board under applicable law and (ii) that the acquisition proposal
constitutes a superior proposal.

10. The belief of the Primark Board that the combined company would provide
advancement opportunities for Primark employees and the fact that certain
key employees would be entering into employment agreements to be effective
after the Effective Time of the Merger.

11. That, though the Offer gives Primark shareholders the opportunity to realize
a premium over the price at which the Shares traded prior to the public
announcement of the Offer and the Merger, the consummation of the Offer and
the Merger would eliminate the opportunity for Primark shareholders to
participate in any future growth in the profits and equity valuation of
Primark or of the combined company.

12. The risks and uncertainties of further execution of Primark's business plan
focusing on Internet and wireless products and services.

13. The consents and approvals required to consummate the Offer and the Merger
and the prospects for receiving all such consents and approvals on a timely
basis.

14. The reasonable likelihood of the consummation of the transactions
contemplated by the Merger Agreement.

The foregoing discussion of the information and factors considered by the
Primark Board of Directors is not intended to be exhaustive, but includes the
material factors considered by the Board of Directors. In view of the variety of
factors considered in connection with its evaluation of the Offer and the
Merger, the Primark Board of Directors did not find it practicable to, and did
not, quantify or otherwise assign relative weights to the specific factors
considered in reaching its determination and recommendation. In addition,
individual directors may have given differing weights to different factors.

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INTENT TO TENDER. To Primark's knowledge after reasonable inquiry, all of
Primark's executive officers, directors and affiliates intend to tender all
Shares held of record or beneficially by them pursuant to the Offer (other than
options to acquire Shares).

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

Pursuant to a letter agreement dated June 10, 1997, Primark engaged Alex.
Brown & Sons Incorporated ("Alex. Brown"), which subsequently became part of
Deutsche Bank, to act as its financial advisor in connection with evaluating and
developing a response to several unsolicited overtures to Primark that might
have led to a sale, merger, business combination or similar transaction
involving Primark. Although the matters for which Alex. Brown had been
originally engaged had not resulted in any transaction, the Offer and the Merger
were within the parameters of the original engagement, which continued to be in
effect. As compensation for Deutsche Bank's services in connection with the
Offer and the Merger, Primark has paid Deutsche Bank a cash fee of $1,000,000
and has agreed to pay an additional cash fee of approximately $4,385,000 if the
Offer and the Merger are consummated. Regardless of whether the Offer and the
Merger are consummated, Primark has agreed to reimburse Deutsche Bank for all
reasonable fees and disbursements of Deutsche Bank's counsel and all of Deutsche
Bank's reasonable travel and other out-of-pocket expenses incurred in connection
with the Offer and the Merger or otherwise arising out of the retention of
Deutsche Bank under the letter agreement. Primark has also agreed to indemnify
Deutsche Bank and certain related persons to the full extent lawful against
certain liabilities, including certain liabilities under the federal securities
laws, arising out of its engagement or the Offer and the Merger.

A summary of the material provisions of the agreement between Thomson,
Purchaser and Morgan Stanley & Co. Incorporated, in its capacity as Dealer
Manager, is included in the Offer to Purchase and is incorporated herein by
reference.

A summary of the material provisions of the agreement between Thomson,
Purchaser and Innisfree M&A Incorporated, in its capacity as Information Agent,
is included in the Offer to Purchase and is incorporated herein by reference.

A summary of the material provisions of the agreement between Thomson,
Purchaser and ChaseMellon Shareholder Services, L.L.C., in its capacity as
Depositary, is included in the Offer to Purchase and is incorporated herein by
reference.

Except as disclosed herein, neither Primark nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Except as set forth below, and other than ordinary course purchases under
the Primark Corporation Savings and Stock Ownership Plan, no transactions in the
Shares have been effected during the past 60 days by Primark or, to the best of
Primark's knowledge, by any executive officer, director, affiliate or subsidiary
of Primark.

On May 18, 2000, Steven Lazarus, a director of Primark, exercised Primark
stock options for 12,468 Shares at an exercise price of $7.625 per Share.

8
<PAGE>
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

Except as set forth in this Schedule 14D-9, Primark is not currently
undertaking or engaged in any negotiations in response to the Offer that relate
to (1) a tender offer for, or other acquisition of, Primark's securities by
Primark, any subsidiary of Primark or any other person; (2) an extraordinary
transaction, such as a merger, reorganization or liquidation, involving Primark
or any subsidiary of Primark; (3) a purchase, sale, or transfer of a material
amount of assets of Primark or any subsidiary of Primark; or (4) any material
change in the present dividend rate or policy, or indebtedness or capitalization
of Primark.

Except as set forth in this Schedule 14D-9, there are no transactions,
resolutions of the Primark Board of Directors, agreements in principle, or
signed contracts in response to the Offer that relate to one or more of the
events referred to in the preceding paragraph.

ITEM 8. ADDITIONAL INFORMATION.

PRIMARK'S RIGHTS AGREEMENT. Each Right issued pursuant to the Rights
Agreement (the "Rights Agreement"), dated May 29, 1997 between Primark and
BankBoston, N.A., a national trust company (the "Rights Agent"), entitles the
registered holder thereof to purchase one share of Common Stock at an exercise
price of $138.00 per share, subject to adjustment. Generally, upon the earlier
of (a) the close of business on the tenth day following a public announcement
that a person or group of affiliated or associated persons has acquired
beneficial ownership of 15% or more of the outstanding Shares (an "Acquiring
Person") or (b) the close of business on the tenth day following the
commencement of a tender offer or exchange offer the consummation of which would
result in that person becoming an Acquiring Person (the earliest of such dates
being the "Distribution Date"), the Rights become exercisable and trade
separately from the Common Stock. After the Distribution Date, in certain
events, each holder of each of the Rights (other than the Acquiring Person) will
thereafter have the right to receive, upon exercise, one share of Common Stock
in exchange for 10% of the then current market price of the Common Stock.
Following a Stock Acquisition Date (as defined in the Rights Agreement), upon
the happening of certain events, each holder of each of the Rights (other than
the Acquiring Person) will thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two times the
exercise price of the Right. In general, the Rights may be redeemed at a price
of $0.01 per Right at any time until 10 days following a Stock Acquisition Date.

Primark and the Rights Agent amended the Rights Agreement as of June 5, 2000
to provide, among other things, (1) that, so long as the Merger Agreement has
not been terminated, no Distribution Date or Stock Acquisition Date will be
deemed to have occurred, neither Thomson, Purchaser nor any of their affiliates
or associates will be deemed to have become an Acquiring Person, and no "flip-in
event" or "flip-over event" as described in the Rights Agreement will be deemed
to have occurred, in each case by reason of execution or delivery of the Merger
Agreement or the Shareholders Agreement, the making of the Offer, the acceptance
for payment of Shares by Purchaser pursuant to the Offer, the consummation of
the Merger and any other transactions contemplated by the Merger Agreement, and
(2) that the Rights will expire at the Effective Time of the Merger.

SHORT FORM MERGER. Under Section 450.1711 of the MBCA, if Purchaser
acquires, pursuant to the Offer or otherwise, at least 90% of the outstanding
Shares, Purchaser will be able to effect the Merger without the approval of
Primark's remaining shareholders. However, if Purchaser does not acquire at
least 90% of the outstanding Shares pursuant to the Offer or otherwise, approval
of Primark's shareholders will be required under the MBCA to effect the Merger.
Upon successful completion of the Offer, Purchaser would have a sufficient
number of Shares to approve the Merger without the vote of any other Primark
shareholder.

APPRAISAL RIGHTS. Appraisal rights are not available to holders of Shares
in connection with the Offer and may not be available to holders of Shares in
connection with the Merger. If appraisal rights are available in connection with
the Merger and the Merger is consummated, holders of Shares who have not

9
<PAGE>
voted in favor of the Merger or consented thereto in writing may have certain
rights under the MBCA to dissent and demand appraisal of, and payment in cash
for the fair value of, their Shares. Such rights, if the statutory procedures
are complied with, could lead to a judicial determination of the fair value
required to be paid in cash to such dissenting holders for their Shares. Any
such judicial determination of the fair value of Shares could be based upon any
valuation method or combination of methods the Michigan court deems appropriate.
The value so determined could be more or less than the price offered in the
Merger.

If any holder of Shares who demands appraisal under the MBCA fails to
perfect, or effectively withdraws or loses his or her right to appraisal, as
provided in the MBCA, each of the Shares of such holder will be converted into
the price offered in the Merger in accordance with the Merger Agreement. A
shareholder may withdraw his or her demand for appraisal by delivery to
Purchaser of a written withdrawal of his or her demand for appraisal and
acceptance of the Merger. Failure to follow the steps required by the MBCA for
perfecting appraisal rights may result in the loss of such rights.

Shareholders who wish to exercise appraisal rights in connection with the
Merger need not take any action at this time. If the Offer is consummated,
Primark will distribute to the remaining shareholders additional information on
the procedures to be followed to perfect their appraisal rights.

SECTION 14(F) INFORMATION STATEMENT. The Information Statement attached at
Annex B hereto is being furnished in connection with the possible designation by
Purchaser, pursuant to the Merger Agreement, of certain persons to be appointed
to the Primark Board of Directors other than at a meeting of Primark's
shareholders.

10
<PAGE>
ITEM 9. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
(a)(1) Offer to Purchase, dated June 14, 2000 (incorporated herein
by reference to Exhibit (a)(1) to Schedule TO filed by
Marquee Acquisition Corporation and The Thomson Corporation
on June 14, 2000).

(a)(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on June
14, 2000).

(a)(3) Letter to Shareholders of Primark Corporation, dated June
14, 2000, attached hereto.

(e)(1) Agreement and Plan of Merger, dated as of June 5, 2000,
among The Thomson Corporation, Marquee Acquisition
Corporation and Primark Corporation (incorporated herein by
reference to Exhibit (d)(1) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on June
14, 2000).

(e)(2) Opinion of Deutsche Bank Securities Inc., dated June 4,
2000, to the Board of Directors of Primark Corporation,
attached hereto as Annex A.

(e)(3) Shareholders Agreement, dated June 5, 2000, among The
Thomson Corporation, Marquee Acquisition Corporation, Joseph
E. Kasputys, Stephen H. Curran and Michael R. Kargula
(incorporated herein by reference to Exhibit (d)(3) to
Schedule TO filed by Marquee Acquisition Corporation and The
Thomson Corporation on June 14, 2000).

(e)(4) Employment and Option Agreements between Primark Corporation
and Joseph E. Kasputys, dated January 7, 1997 (incorporated
herein by reference to Exhibit 10.11 to Primark's 1996 Form
10-K).

(e)(5) Guarantee of The Thomson Corporation in favor of Joseph E.
Kasputys, dated June 5, 2000 (incorporated herein by
reference to Exhibit (d)(4) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on
June 14, 2000).

(e)(6) Form of Change of Control Compensation Agreement entered
into between Primark and selected executive officers
(incorporated herein by reference to Exhibit 10.60 to
Primark's 1996 Form 10-K); Form of Amendment dated
September 29, 1997 to the Change of Control Compensation
Agreement (incorporated herein by reference to Exhibit 10.3
to Primark's September 30, 1997 Form 10-Q).

(e)(7) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Joseph E. Kasputys (incorporated herein by
reference to Exhibit (d)(7) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on
June 14, 2000).

(e)(8) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Stephen H. Curran (incorporated herein by
reference to Exhibit (d)(5) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on
June 14, 2000).

(e)(9) Letter Agreement, dated June 5, 2000, between Primark
Corporation and Michael R. Kargula (incorporated herein by
reference to Exhibit (d)(6) to Schedule TO filed by Marquee
Acquisition Corporation and The Thomson Corporation on
June 14, 2000).

(e)(10) Form of Employment Agreement between Primark Corporation's
subsidiary and key employee thereof, dated June 2, 2000.

(e)(11) Primark Corporation's Supplemental Death Benefit and
Retirement Income Plan Agreement, as amended and restated,
dated March 25, 1986 (incorporated herein by reference to
Exhibit 19.1 to Primark's March 31, 1985 Form 10-Q);
Certified Copy of Resolution amending the Supplemental Death
Benefit and Retirement Income Plan Agreement (incorporated
herein by reference to Exhibit 10.17 to Primark's 1991 Form
10-K); and Amendment dated September 28, 1992 (incorporated
herein by reference to Exhibit 29.4 to Primark's September
30, 1992 Form 10-Q).

(e)(12) Amendment No. 1 to the Rights Agreement, dated as of June 5,
2000, between Primark Corporation and the Rights Agent.
</TABLE>

11
<PAGE>
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

<TABLE>
<S> <C> <C>
PRIMARK CORPORATION

By: /s/ JOSEPH E. KASPUTYS
-----------------------------------------
Name: Joseph E. Kasputys
Title: CHAIRMAN, PRESIDENT & CEO
</TABLE>

Dated: June 14, 2000

12
<PAGE>
ANNEX A

[LOGO]

DEUTSCHE BANC ALEX. BROWN

<TABLE>
<S> <C>
Deutsche Bank Securities Inc.
130 Liberty Street, MS 2331
New York, NY 10006

Tel 212 250-6000
Fax 212 250-6440
</TABLE>

June 4, 2000

Board of Directors
Primark Corporation
1000 Winter Street, Suite 4300N
Waltham, MA 02451-1241

Ladies and Gentlemen:

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial
advisor to Primark Corporation ("Primark") in connection with the proposed
acquisition of Primark by The Thomson Corporation (the "Company") pursuant to
the Agreement and Plan of Merger, dated as of June 5, 2000, among the Company,
Primark and Marquee Acquisition Corporation ("Company Sub"), a wholly owned
subsidiary of the Company (the "Merger Agreement"), which provides, among other
things, for a cash tender offer (the "Offer") by Company Sub for all issued and
outstanding shares of common stock, no par value, of Primark ("Primark Common
Stock") at a price of $38.00 in cash per share (the "Consideration"), and for a
subsequent merger of Company Sub with and into Primark (the "Merger" and
together with the Offer, the "Transaction"), as a result of which Primark will
become a wholly owned subsidiary of the Company and each outstanding share of
Primark Common Stock (other than shares held directly or indirectly by the
Company or Primark and shares as to which dissenters' rights have been
perfected) will be converted into the right to receive the Consideration. The
terms and conditions of the Transaction are more fully set forth in the Merger
Agreement and related documents.

You have requested Deutsche Bank's opinion, as investment bankers, as to the
fairness, from a financial point of view, to the holders of Primark Common Stock
of the Consideration to be received by them in connection with the Transaction.

In connection with Deutsche Bank's role as financial advisor to Primark, and
in arriving at its opinion, Deutsche Bank has reviewed certain publicly
available financial and other information concerning Primark and certain
internal analyses and other information furnished to it by Primark. Deutsche
Bank has also held discussions with members of the senior managements of Primark
regarding the businesses and prospects of Primark. In addition, Deutsche Bank
has (i) reviewed the reported prices and trading activity for Primark Common
Stock, (ii) compared certain financial and stock market information for Primark
with similar information for certain other companies whose securities are
publicly traded, (iii) reviewed the financial terms of certain recent business
combinations which it deemed comparable in whole or in part, (iv) reviewed the
terms of the Merger Agreement and certain related documents, and (v) performed
such other studies and analyses and considered such other factors as it deemed
appropriate.

Deutsche Bank has not assumed responsibility for independent verification
of, and has not independently verified, any information, whether publicly
available or furnished to it, concerning Primark, including, without limitation,
any financial information, forecasts or projections considered in connection
with the rendering of its opinion. Accordingly, for purposes of its opinion,
Deutsche Bank has assumed and

A-1
<PAGE>
relied upon the accuracy and completeness of all such information and Deutsche
Bank has not conducted a physical inspection of any of the properties or assets,
and has not prepared or obtained any independent evaluation or appraisal of any
of the assets or liabilities, of Primark. With respect to the financial
forecasts and projections made available to Deutsche Bank and used in its
analyses, Deutsche Bank has assumed that they have been reasonably prepared on
bases reflecting the best currently available estimates and judgments of the
management of Primark, as to the matters covered thereby. In rendering its
opinion, Deutsche Bank expresses no view as to the reasonableness of such
forecasts and projections or the assumptions on which they are based. Deutsche
Bank's opinion is necessarily based upon economic, market and other conditions
as in effect on, and the information made available to it as of, the date
hereof.

For purposes of rendering its opinion, Deutsche Bank has assumed that, in
all respects material to its analysis, the representations and warranties of
Primark, Company Sub and the Company contained in the Merger Agreement are true
and correct and that Primark, Company Sub and the Company will each perform all
of the covenants and agreements to be performed by it under the Merger
Agreement.

In connection with Deutsche Bank's role as financial advisor to Primark and
in arriving at its opinion, Deutsche Bank was not requested by Primark to
solicit, and did not solicit, interest from any other person with respect to the
acquisition of Primark or any of its assets.

This opinion is addressed to, and for the use and benefit of, the Board of
Directors of Primark and is not a recommendation to the stockholders of Primark
Common Stock to approve the Transaction. This opinion is limited to the
fairness, from a financial point of view, to the holders of Primark Common Stock
of the Consideration to be received by them in connection with the Transaction,
and Deutsche Bank expresses no opinion as to the merits of the underlying
decision by Primark to engage in the Transaction.

Deutsche Bank will be paid a fee for its services as financial advisor to
Primark in connection with the Transaction, a substantial portion of which is
contingent upon consummation of the Transaction. We are an affiliate of Deutsche
Bank AG (together with its affiliates, the "DB Group"). One or more members of
the DB Group have, from time to time, provided investment banking and other
financial services to Primark and the Company or their affiliates for which it
has received or will receive compensation. In the ordinary course of business,
members of the DB Group may actively trade in the securities and other
instruments and obligations of Primark and the Company for their own accounts
and for the accounts of their customers. Accordingly, the DB Group may at any
time hold a long or short position in such securities, instruments and
obligations.

Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Consideration to be received in connection with the
Transaction is fair, from a financial point of view, to the holders of Primark
Common Stock.

Very truly yours,

/s/ DEUTSCHE BANK SECURITIES INC.
DEUTSCHE BANK SECURITIES INC.

A-2
<PAGE>
ANNEX B

PRIMARK CORPORATION
1000 WINTER STREET, SUITE 4300N
WALTHAM, MASSACHUSETTS 02451-1241

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This information statement ("Information Statement") is being mailed on or
about June 14, 2000 as part of the Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") to holders of record of shares of common
stock, without par value (the "Common Stock" or the "Shares"), of Primark
Corporation, a Michigan corporation ("Primark"). You are receiving this
Information Statement in connection with the possible election of persons
designated by Marquee Acquisition Corporation, a Michigan corporation
("Purchaser") and a wholly owned subsidiary of The Thomson Corporation, an
Ontario, Canada corporation ("Thomson"), to a majority of seats on the Board of
Directors of Primark (the "Board"). As of June 5, 2000, Primark entered into an
Agreement and Plan of Merger (the "Merger Agreement") among Thomson, Purchaser
and Primark pursuant to which Purchaser is required to commence a tender offer
for all of the issued and outstanding shares of Common Stock, including the
associated common stock purchase rights, at a price per Share of $38.00, net to
the seller in cash (the "Offer Price"), upon the terms and conditions set forth
in Purchaser's Offer to Purchase, dated June 14, 2000, and in the related Letter
of Transmittal (which, together with any amendments and supplements thereto,
collectively constitute the "Offer"). Copies of the Offer to Purchase and the
Letter of Transmittal have been mailed to Primark's shareholders and are filed
as Exhibits (a)(1) and (a)(2) respectively, to the Tender Offer Statement on
Schedule TO (as amended from time to time, the "Schedule TO") filed by Purchaser
and Thomson with the Securities and Exchange Commission (the "SEC") on June 14,
2000. The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the Michigan Business Corporation Act (the "MBCA"), Purchaser will be merged
with and into Primark (the "Merger"). Following consummation of the Merger,
Primark will continue as the surviving corporation (the "Surviving Corporation")
and will be a wholly owned subsidiary of Thomson. At the effective time of the
Merger (the "Effective Time"), each issued and outstanding Share (other than
Shares that are owned by Thomson, Purchaser, any of their respective
subsidiaries, Primark or any of its subsidiaries, and Shares held by
shareholders of Primark who perfect their appraisal rights, if any, under the
MBCA) will be converted into the right to receive $38.00 in cash or any greater
amount per Share paid pursuant to the Offer.

Purchaser commenced the Offer on June 14, 2000. The Offer is scheduled to
expire at 12:00 midnight, New York City time, on July 12, 2000, unless it is
extended by Purchaser in accordance with the terms and conditions of the Merger
Agreement.

The Merger Agreement provides that, upon the consummation of the Offer,
Primark will cause certain designees of Purchaser (the "Purchaser Designees") to
be elected to the Board. If, however, the Merger Agreement is terminated or if
Purchaser does not accept Shares tendered for purchase, then Purchaser will not
have any right to designate directors for election to the Board.

This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
promulgated thereunder. You are urged to read this Information Statement
carefully. You are not, however, required to take any action.

B-1
<PAGE>
THE PURCHASER DESIGNEES

Promptly upon the purchase of Shares pursuant to the Offer, pursuant to the
terms of the Merger Agreement, Purchaser will be entitled to designate the
number of directors, rounded up to the next whole number, on the Board that
equals the product of (1) the total number of directors on the Board (giving
effect to the election of any additional directors elected pursuant to the
Merger Agreement) and (2) the percentage that the number of Shares owned by
Purchaser or any of its affiliates bears to the total number of Shares
outstanding, and Primark will take all action within its power reasonably
necessary to cause Purchaser Designees to be elected to the Board, including
increasing the size of the Board or securing the resignations of incumbent
directors, or both. At such time, Primark also will use its reasonable best
efforts to cause individuals designated by Purchaser to constitute the same
percentage as persons designated by Purchaser constitute on the Board of
(i) each committee of the Board, (ii) each board of directors of each subsidiary
of Primark, and (iii) each committee of each such Board, in each case only to
the extent permitted by law. Prior to the Effective Time of the Merger, two
members of the Board, in addition to Primark's Chief Executive Officer, who were
directors of Primark prior to consummation of the Offer will remain as directors
of Primark until the Effective Time.

The directors of Purchaser at the Effective Time will be the directors of
the Surviving Corporation, until the next annual meeting of shareholders of the
Surviving Corporation and until their respective successors are duly elected or
appointed and qualified.

Purchaser has informed Primark that it will choose the Purchaser Designees
from among the individuals listed below. Each of the following individuals has
consented to serve as a director of Primark if appointed or elected. None of the
Purchaser Designees currently is a director of, or holds any positions with,
Primark. Purchaser has advised Primark that, to the best of Purchaser's
knowledge, except as set forth below, none of the Purchaser Designees or any of
their affiliates beneficially owns any equity securities or rights to acquire
any such securities of Primark nor has any such person been involved in any
transaction with Primark or any of its directors, executive officers or
affiliates that is required to be disclosed pursuant to the rules and
regulations of the SEC other than with respect to transactions between Purchaser
and Primark that have been described in the Schedule TO or the Schedule 14D-9.

The name, age, current business address, present principal occupation or
employment and five-year employment history of each of the individuals who may
be selected as Purchaser Designees are set forth below. Except for Alan M.
Lewis, who is a citizen of Canada, Great Britain and South Africa, David J.
Hulland, Martin B. Jones and Stuart Garner who are citizens of Great Britain and
Richard J. Harrington, Brian Hall, Patrick Tierney, Ronald Schlosser, Michael
Harris, Steven Denning, Vance Opperman, David Shaffer, Robert Daleo, Robert
Christie, Theron Hoffman, John Kechejian and Janey Loyd who are citizens of the
United States, each such person is a citizen of Canada. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
employment with Thomson.

B-2
<PAGE>

John A. Tory, 69 Deputy Chairman of Thomson from February 1978 to December
The Woodbridge Company Limited 31, 1997. Director of Thomson since February 1978. Director
65 Queen Street West of Abitibi Consolidated, Inc., 207 Queens Quay West,
Toronto, Ontario M5H 2M8 Toronto, Ontario M5J 2P5, Canada, since September 1965.
Canada Director of Rogers Communications Inc., 40 King Street West,
Toronto, Ontario M5H 3Y2, Canada, since December 1979.
Director, Sun Life Insurance Company of Canada, 150 King
Street West, Toronto, Ontario M5H 1J9, Canada, from December
1971 to 1994. Director of Woodbridge, 65 Queen Street West,
Toronto, Ontario M5H 2M8, Canada, since October 1967.
President of Woodbridge from March 1979 to 1998. Director of
Hudson's Bay Company, 401 Bay Street, Toronto, Ontario M5H
2Y4, Canada, since May 1979. Deputy Chairman and Director of
Markborough Properties Inc., One Dundas Street West, Suite
2800, Toronto, Ontario M5G 2J2, since September 1989.
Director of The Thomson Corporation PLC, First Floor, the
Quandrangle, 180 Wardour Street, W1A 4YG, England, since
December 1977. Director of the Royal Bank of Canada, Royal
Bank Plaza, 9(th) Floor, South Tower, Toronto, Ontario M5J
2J5 from 1971 to 2000.
</TABLE>

B-3
<PAGE>

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
EMPLOYMENT; MATERIAL POSITIONS HELD
NAME, AGE AND DURING THE PAST FIVE YEARS AND
CURRENT BUSINESS ADDRESS BUSINESS ADDRESSES THEREOF
------------------------------------------------ ------------------------------------------------------------
<S> <C>
Ronald D. Barbaro, 68 Director of Thomson since May 1993. Director, Clairvest
Ontario Lottery and Gaming Corporation Group Inc., Suite 1700, 22 St. Clair Avenue East, Toronto,
4120 Yonge Street, Suite 420 Ontario M4V 2S3, Canada, from September 1994 to 1998.
Toronto, Ontario M2P 2158 Director of Equifax Canada, 7171 Jean Talon East, Anjou,
Canada Quebec H1M 3N2, Canada, since June 1997. Director of
ChoicePoint, Inc., 1000 Alderman Drive, Alpharetta, Georgia
30005, since July 1997. Director of Prudential of America
Life Insurance Company of Canada ("PALI"), c/o Prudential of
America Insurance Co. (Canada), 200 Consilium Place,
Scarborough, Ontario M1H 3E6, Canada, since January 1991.
Chairman of PALI from 1992 to January 1997. President of
Prudential Insurance Company of America, Inc., 260 Madison
Avenue, Second Floor, New York, New York 10116, from 1990 to
1993. President of Worldwide Operations Prudential Insurance
Company of America-Canada, from 1985 to 1990. Director of
Equifax Inc., 1600 Peachtree Street, N.W., Atlanta, Georgia
30309, from April 1992 to July 1997. Director, Canbra Foods
Ltd., P.O. Box 99, 2415 2nd Avenue "A" North, Lethbridge,
Alberta, T1J 3Y4, Canada, since July 1988; interim-Chairman
since March 1996; Chairman since March 1997. Director,
Consoltex Group Inc., 8555 TransCanada Highway, Ville Saint-
Laurent, Quebec H4S 1Z6, Canada, since May 1997. Director,
Flow International Corporation, 2300-64th Avenue South,
Kent, Washington 98032, since 1995. Chairman, Natraceuticals
Inc., 8290 Woodbine Avenue, Markham, Ontario L3R 9W9,
Canada, since February 1997. Director, Signature Security
Group Inc., 26-28 Market Street, Sydney, NSW, Australia,
since March 1997. Director, VoxCom Incorporated,
#102,4209-99 Street, Edmonton, Alberta T6E 5V7, Canada,
since December 1996. Director, O'Donnell Investment
Management Corporation, 4100 Yonge Street, Suite 601,
Toronto, Ontario M2P 2B5, Canada, since April 1997.

W. Geoffrey Beattie, 40 Deputy Chairman of Thomson since May 18, 2000. Director of
The Woodbridge Company Limited Thomson since May 1998. President of Woodbridge since 1998.
65 Queen Street West From 1990 to 1998, attorney (partner from 1993) at Torys
Toronto, Ontario M5H 2M8 (formerly Tory, Tory, DesLauriers & Binnington). Director of
Canada Playdium Entertainment Corporation since 1996. Director of
The Bioscience Corp. since 1996. Director of Genesis Organic
Inc. since 1996. Director of National Ballet of Canada since
1996.
</TABLE>

B-4
<PAGE>

Steven A. Denning, 51 Director of Thomson since January, 2000. Mr.Denning is
General Atlantic Partners currently a Managing Partner of General Atlantic Partners, a
Pickwick Plaza private investment company. Prior to joining General
Greenwich, CT 06830 Atlantic, Mr.Denning was a consultant with McKinsey & Co.
USA Mr. Denning is also a director of Exult, Inc. and GT
Interactive Software Corporation. Member, Board of Trustees,
of Georgia Tech. Director of New York Nature Conservancy.
Director of Cancer Research Institute. Director of National
Parks & Conservation Association. Director of Stanford
Graduate School of Business Advisory Council. Director of
Xchanging. Director of Metapath Software Int'l. Director of
Eclipsys Corporation. Director of Talus Solutions. Director
of EXE Technologies.

John F. Fraser, 69 Director of Thomson since June 1989. Chairman of Air Canada,
Air Canada 355 Portage Avenue, Room 500, Winnipeg, Manitoba R3B 2C3 ,
Suite 500 Canada since August 1996. Director of Air Canada since 1989.
355 Portgage Avenue Vice Chairman of Russel Metals, Inc. ("Russel"), 1900
Winnipeg, Manitoba R3B 2C3 Minnesota Court, Suite 210, Mississauga, Ontario L5N 3C9
Canada Canada, from May, 1995 to May 1997. Chairman of Russel from
May 1992 to May 1995. Chairman and Chief Executive Officer
of Russel from May 1991 to May 1992. President and Chief
Executive Officer of Russel from May 1978 to May 1991.
Director, Bank of Montreal, First Bank Tower, First Canadian
Place, Toronto, Ontario M5X1A1, Canada, since January 1985.
Director, Manitoba Telecom, Services, Inc., 21(st) Floor,
333 Main Street, Winnipeg, Manitoba R3C 3V6, since May 1997.
Director, Shell Canada Limited, 400-4th Avenue S.W.,
Calgary, Alberta T2P 0J4, Canada, since April 1990.
</TABLE>

B-5
<PAGE>

Roger L. Martin, 43 Director of Thomson since September, 1999. Dean of the
Rotman School of Management Joseph L. Rotman School of Management at the University of
105 St. George Street Toronto. Previously a director of Monitor Company from
Toronto, Ontario M5S 3E6 January, 1996 to September, 1998. Co-head of the Monitor
Canada Company in 1995 and 1996. Director of Celestica Inc., 844
Don Mills Rd., Toronto, Ontario, since July 1998.

Vance K. Opperman, 54 Director of Thomson since September 1996. President and CEO
Key Investments Inc. of Key Investments Inc., 601 Second Avenue South, Suite
601 Second Avenue South 5200, Minneapolis, MN 55402, since August 1996. Director;
Suite 5200 Chief Executive Officer and General Counsel, MSP
Minneapolis, MN 55402 Communications, Inc. (magazine publisher) since December
USA 1996. President and Chief Operating Officer of West
Publishing Company ("West") between 1993 and 1996. General
Counsel of West prior to 1993. Served on West's Board of
Directors from 1992 to 1996.

David H. Shaffer, 57 Director of Thomson since August 6, 1998. Chief Operating
The Thomson Corporation Officer of Thomson. Executive Vice President of Thomson
Metro Center since May, 1998. Chairman of the Board and Chief Executive
One Station Place Officer of Jostens Learning Corporation from July, 1995 to
Stamford, CT 06902 April, 1998, President of Dun & Bradstreet's Official
USA Airline Guides, Inc. (OAG) and Vice Chairman of Thomas Cook
Travel Inc. President and Chief Executive Officer of
MacMillan Inc., and Chairman of OAG. Member of Maxwell
Communications Corporation PLC (MCC) board of directors.
Currently chairman of the board of T&S Incorporated. Board
member and publisher of The Black Book Group. Member of the
Advisory Board of Kellogg Graduate School of Management at
Northwestern University, and trustee of the La Jolla Country
Day School.

David K.R. Thomson, 42 Director of Thomson since April 1988. Deputy Chairman of
The Woodbridge Company Limited Woodbridge since June 1990.
65 Queen Street West
Toronto, Ontario M5H 2M8
Canada
</TABLE>

B-6
<PAGE>

Peter J. Thomson, 34 Director of Thomson since January 1995. Deputy Chairman of
The Woodbridge Company Limited Woodbridge since February 1995.
65 Queen Street West
Toronto, Ontario M5H 2M8
Canada

David J. Hulland, 49 Vice-President, Finance of Thomson since September 1999.
The Thomson Corporation Vice President, Group Controller, of Thomson, May 1993 to
Metro Center September 1999. Group Controller of Thomson from 1977 to May
One Station Place 1993.
Stamford, Connecticut 06902
USA

Martin B. Jones, 48 Vice President of Thomson since May 1993. Group Treasurer of
The Thomson Corporation Thomson since December 1984.
The Quadrangle, First Floor
180 Wardour Street
London WIA 4YG
England

Alan M. Lewis, 62 Treasurer of Thomson since May 1979.
The Thomson Corporation
Toronto Dominion Bank Tower, Suite 2706
P.O. Box 24
Toronto-Dominion Centre
Toronto, Ontario M5K 1A1
Canada
</TABLE>

B-7
<PAGE>

Michael S. Harris, 50 Senior Vice President, General Counsel and Secretary of
The Thomson Corporation Thomson since May, 1998. Vice President and General Counsel
Metro Center of Thomson Holdings Inc. ("THI"), Metro Center, One Station
One Station Place Place, Stamford, CT 06902, since June 1993. Assistant
Stamford, CT 06902 Secretary and Assistant General Counsel of THI from May 1989
USA to June 1993. Vice President, Secretary and Director of
Purchaser since May, 2000.

Robert Christie, 46 Executive Vice President of Thomson since March 2000. Senior
Thomson Learning Vice President of Thomson from October 1998 to March 2000.
290 Harbor Drive President and Chief Officer of Thomson Learning Group since
Stamford, CT 06902 February, 1998. President and Chief Executive Officer of
USA Thomson & Thomson, 500 Victory Road, North Quincy MA, from
November 1996 to February 1998. President of Higher
Education Division, McGraw Hill Company, from August, 1994
to October, 1996.

Stuart M. Garner, 55 Senior Vice President of Thomson since October 1998.
Thomson Newspapers Inc. President and Chief Executive Officer of Thomson Newspapers
2 Harbor Drive Inc. since May, 1997.
Stamford, CT 06902
USA

Brian H. Hall, 52 Executive Vice President of Thomson since March 2000. Senior
Thomson Legal and Regulatory Vice President of Thomson from October 1998 to March 2000.
610 Opperman Drive President and Chief Executive Officer of West Group from
Eagan, MN 55123 1996 to February 1999. President and Chief Executive Officer
USA of Thomson Legal and Regulatory Group since February, 1999.
Formerly President and Chief Executive Officer of Thomson
Legal Publishing from 1995 to 1996.
</TABLE>

B-8
<PAGE>

Ronald H. Schlosser, 51 Executive Vice President of Thomson since March 2000.
Thomson Scientific, Reference & Healthcare President and Chief Executive Officer of Thomson's
Metro Center Reference, Scientific and Healthcare Group since January
One Station Place 2000. President of Thomson Financial Publishing Group August
Stamford, CT 06902 1995 to December 1999.
USA

Theron S. Hoffman, 53 Executive Vice President, Human Resources of Thomson since
The Thomson Corporation May, 1998. Senior Vice-President of Human Resources and
Metro Center Services for General Reinsurance Corporation from 1991 to
One Station Place April 1998. Trustee of the Yale-China Association.
Stamford, CT 06902
USA

John Kechejian, 53 Vice President, Investor Relations of Thomson since June
The Thomson Corporation 1997. Vice President, Investor Relations of Asea Brown
Metro Center Boveri from September 1971 to June 1997.
One Station Place
Stamford, CT 06902
USA

Joseph J. G. M. Vermeer, 54 Vice President, Director of Taxes of Thomson since January
The Thomson Corporation 1995. Partner in Peat Marwick Thorne, 40 King Street West,
Metro Center Toronto, Ontario, Canada from 1977 to December 31, 1994.
One Station Place
Stamford, CT 06902
USA

Janey Loyd, 47 Vice President, Corporate Communications of Thomson since
The Thomson Corporation May 2000, Director of Corporate Communications of Thomson
Metro Center from October 1999 to May 2000. Vice President, Marketing
One Station Place Communications of LAI Worldwide from January 1998 to
Stamford, CT 06902 September 1999. Vice President, Business Development and
USA Communications of TAM Brands Inc. from 1991 to September
1999.
</TABLE>

B-9
<PAGE>
CERTAIN INFORMATION CONCERNING PRIMARK

As of June 9, 2000, Primark had 20,308,103 shares of Common Stock issued and
outstanding, its only class of voting securities that would be entitled to vote
for directors at a shareholder meeting if one were to be held, each share being
entitled to one vote.

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF PRIMARK

DIRECTORS AND EXECUTIVE OFFICERS OF PRIMARK

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 Primark 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 Primark, and Executive Vice President of Primark 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 Primark 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 Primark since May 1988. From June 1987 until May 1988, he
served as President and Chief Operating Officer of Primark. Prior to joining
Primark 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
Primark 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.

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 Primark 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

B-10
<PAGE>
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 Primark 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 Primark 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 Primark 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.

STEPHEN H. CURRAN, 53, has served as Senior Vice President and Chief
Financial Officer of Primark since 1988. In 1997 he was elected Executive Vice
President and Chief Financial Officer.

MICHAEL R. KARGULA, 52, has served as Senior Vice President, General Counsel
and Secretary of Primark since 1988. In 1997 he was elected Executive Vice
President, General Counsel and Secretary.

STEVEN L. SCHNEIDER, 42, has served as President and Chief Executive Officer
of Primark's Global
e-Commerce division since April 19, 2000. From July 1998 to April 2000,
Mr. Schneider served as President and Chief Execuive Officer of the Primark
Financial Information Division. From July 1995 through June 1998, Mr. Schneider
served as President and Chief Executive Officer of Disclosure Incorporated and
from February 1992 to July 1995, he served as Vice President of Investor
Relations for Primark.

WILLIAM J. SWIFT III, 48, has served as Vice President and Tax Counsel of
Primark since 1988. In 1998 he was elected Senior Vice President.

LINDA LUKE LEE, 43, has served as Vice President, Associate General Counsel
and Assistant Secretary since April 1, 1999. She has been a member of Primark's
legal staff in various senior level capacities since 1985.

BRUCE FRASER, 50, has served as a member of Primark's tax department in
various senior level capacities since 1988. In 1999 he was appointed Vice
President of Tax.

B-11
<PAGE>
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% 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% of such meetings. In addition to the Finance Committee, Primark 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
Primark's internal control system; reviews the scope of the internal audit
procedures and results of those procedures; and reviews Primark'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 Primark, annually reviews and makes
recommendations to the Board with respect to the compensation to be paid to
outside directors of Primark, and administers certain incentive plans of
Primark.

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 Primark's Annual Meeting of
Shareholders, nominees to fill vacancies on the Board, and policies relating to
tenure and retirement of Primark's directors and successors to Primark's two
highest ranking offices. The Nominating Committee accepts recommendations from
shareholders of individuals to be considered as nominees for directors. In
accordance with Primark'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 Primark 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 Primark 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 Primark'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.

B-12
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the number of Shares of Primark and shares of
common stock of ScoreLab, Inc., an indirect wholly owned subsidiary of Primark
("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 Primark as a group:

<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OWNERSHIP
--------------------- --------------------
NAME PRIMARK SCORELAB PRIMARK 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 Primark 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 Primark.
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 Primark subject to stock options exercisable
within 60 days of March 1, 2000 held by executive officers under various
plans of Primark 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) 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 Primark 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.

B-13
<PAGE>
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"):

<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.

B-14
<PAGE>
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 Primark or a subsidiary to Primark's chief executive officer and
the other four most highly compensated executive officers of Primark.

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

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

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

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

William J. Swift.............. 1999 147,625 34,541 (4) 7,500 -- 0
Senior Vice President 1998 143,375 36,969(3) 62,564 11,000(5) -- 0
of Primark 1997 137,250 14,467 15,171(4) 7,500 -- 0

ALL OTHER
NAME AND COMPENSATION
PRINCIPAL POSITION ($)
------------------ -------------
<S> <C>
Joseph E. Kasputys............ 7,677(2)
Chairman, President and 7,877
Chief Executive Officer 7,627
Stephen H. Curran............. 6,724(2)
Executive Vice President and 6,924
Chief Financial Officer of 6,674
Primark
Michael R. Kargula............ 6,604(2)
Executive Vice President, 6,804
General Counsel and 6,554
Secretary of Primark
Steven L. Schneider(6)........ 4,175(2)
President and Chief 3,200
Executive
Officer of Primark Financial
Information Division
William J. Swift.............. 5,783(2)
Senior Vice President 5,983
of Primark 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 10% 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
Primark 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 $895,485, respectively, from Primark in
connection with the exercise of stock options and Mr. Kasputys borrowed
certain amounts from Primark 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

B-15
<PAGE>
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% 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 Primark, he is involved in the formulation of policy
affecting Primark 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, Primark 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.

OPTION GRANTS IN LAST FISCAL YEAR

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

<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------------------ -------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES BASE PRICE EXPIRATION PRESENT DATE OF
NAME GRANTED (#) (1) IN FISCAL YEAR ($/SH) DATE VALUE ($) (2) EXERCISABILITY
---- --------------- -------------- ----------- ----------------- ------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
PRIMARK
Joseph E. Kasputys...... 0 0 -- -- -- --
Stephen H. Curran....... 15,000 2.10% 20.8125 February 23, 2009 195,929 February 24, 1999
Michael R. Kargula...... 15,000 2.10% 20.8125 February 23, 2009 195,929 February 24, 1999
Steven L. Schneider..... 100,000(3) 14.00% 26.0625 January 11, 2009 1,529,869 January 12, 2000
William J. Swift........ 7,500 1.05% 20.8125 February 23, 2009 97,964 February 24, 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.

B-16
<PAGE>
(2) As suggested by the SEC's rules on executive compensation disclosure,
Primark used the Black-Scholes model of option valuation to determine grant
date present value of Primark stock options. The following assumptions were
made for purposes of calculating the Grant Date Present Value of Primark
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.

Primark 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.

Primark 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.

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>
PRIMARK
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 Primark Common Stock, the "Value Realized" is equal to the
difference between the option exercise price and the fair market value of
Primark's Common Stock on the NYSE on the date of exercise.

(2) With respect to Primark Common Stock, the value is based upon the $27.8125
closing price of a share of Primark'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.

B-17
<PAGE>
DIRECTORS' COMPENSATION

During 1999, each director who was not an employee of Primark 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
Primark do not receive compensation for their services as directors. In
addition, non-employee directors of Primark 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 Primark automatically
received a stock option covering 22,500 Shares of Primark 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 Primark will not receive any
further grants under the 1999 Director Plan for a three-year period.

Primark maintains the Primark Corporation Supplemental Death Benefit and
Retirement Income Plan, which covers certain key officers and non-employee
directors of Primark. 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 Primark'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 Primark and has
oversight responsibility for administering certain incentive plans applicable to
such employees. In this connection, the Committee regularly reviews Primark's
executive compensation programs and policies; establishes Primark's strategic
compensation objectives; and monitors and evaluates the design and effectiveness
of Primark'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 Primark. All members of the Committee are non-employee directors of Primark.

B-18
<PAGE>
Competitive salary levels comparable to other well-managed companies and a
salary structure reflecting internal equity among employees are set as the
cornerstones of Primark'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 Primark's overall corporate
performance

- attract and retain talented executives who are critical to Primark'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 Primark's executive
officers with corporate performance, and for this reason a significant portion
of executive compensation is variable. The key elements of Primark'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 Primark 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 Primark'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 Primark's
business and in providing leadership to Primark'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 Primark's plans in becoming Year 2000 compliant; the new role that
the executive officers must assume with respect to Primark'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
Primark'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 Primark 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 Primark'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 Primark'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

B-19
<PAGE>
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, Primark's annual incentive plan is comprised of a cash bonus
plan. Payment to executive officers under such plan in 1999 was measured by
Primark's achievement of certain pre-determined net income goals. The net income
goals for Primark 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% to 60% 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 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 Primark is
determined and calculated in the same manner as described above with respect to
Primark'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
Primark to attract and retain talented executive officers and to strengthen the
mutuality of interest between such officers and shareholders of Primark. 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 Primark stock options were
granted to the chief executive officer in 1999 since options were granted to him
in connection with Primark's execution of an Employment Agreement dated
January 7, 1997, as amended between the chief executive officer and Primark (the
"Employment Agreement").

CONCLUSION

The Committee believes that Primark'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"),

B-20
<PAGE>
limiting the deductibility of executive compensation in excess of $1 million,
Primark 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 Primark and its shareholders. Consistent
with the foregoing philosophy, the Committee does consider the net cost to
Primark in making compensation decisions.

Compensation Committee

<TABLE>
<S> <C> <C>
Kevin J. Bradley, Chairman Steven Lazarus Patricia McGinnis
</TABLE>

B-21
<PAGE>
PERFORMANCE GRAPHS

Set forth are two Performance Graphs comparing the cumulative total
shareholder return on Primark'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 PRIMARK'S
CHIEF EXECUTIVE OFFICER(2)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
S&P TECHNOLOGY SERVICE (DATA
<S> <C> <C> <C>
PRIMARK CORPORATION S&P SMALL CAP 600 INDEX PROCESSING) SMALL CAP INDEX
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, Primark distributed to
its shareholders approximately 95% of the outstanding common stock of
MichCon and, thereafter, sold the remaining 5% of such shares. For purposes
of this Performance Graph and in accordance with the SEC's interpretations,
the spin off of MichCon by Primark 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 Primark's Common Stock.

B-22
<PAGE>
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)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
S&P TECHNOLOGY
<S> <C> <C> <C>
SERVICE (DATA
PRIMARK CORPORATION S&P SMALL CAP 600 INDEX PROCESSING) SMALL CAP INDEX
1994 100.00 100.00 100.00
1995 229.00 130.00 115.00
1996 189.00 158.00 187.00
1997 310.00 198.00 183.00
1998 207.00 195.00 244.00
1999 212.00 220.00 212.00
</TABLE>

------------------------

(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.

EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTS

Mr. Kasputys serves as Chairman, President and Chief Executive Officer of
Primark 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 Primark until December 31, 2001 at a minimum
annual salary of $602,000 and is eligible to receive a bonus (see "Compensation
Committee Report"). Mr. Kasputys is entitled to participate in (i) retirement
and other employee benefit plans, (ii) insurance and fringe benefits provided by
Primark, 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% of his salary (excluding his bonus but including all
amounts paid under Primark'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% 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% of his final salary until such time as Mr. Kasputys would have
become 65 and annual payments of 33% 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 Primark-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

B-23
<PAGE>
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% of the executive's final
salary until such time as the executive would have reached age 65; thereafter,
payments will equal, per annum, 20% 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% 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 Primark or if a
potential change of control exists while the executive is an employee of Primark
and the executive's employment is terminated other than for certain specified
events, Primark 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 Primark if such has
occurred by the time of termination; or (ii) the portion of such five year
period during which Primark existed and the executive was an employee of Primark
if the executive's employment is terminated by Primark 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 Primark 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 Primark. Zon Ltd. is owned
and operated by Mr. David Taylor's father-in-law. Mr. Taylor is a former
director of Primark, having resigned on February 23, 2000.

In connection with Primark's acquisition of ICV in October 1996, Primark
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, Primark 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 Primark pursuant to the
terms of a consulting agreement. In this connection, he assists Primark 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.

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

B-24