1
PRIMARK CORPORATION
SAVINGS AND STOCK
OWNERSHIP PLAN
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
As of and for the Years
Ended December 31, 1999 and 1998
Supplemental Schedule
As of and for the Year Ended December 31, 1999
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PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-9
SUPPLEMENTAL SCHEDULE AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1999:
Schedule H, Part IV, Line 4i - Schedule of Assets Held for
Investment Purposes at End of Year 10
Schedules required under the Employee Retirement Income Security Act of 1974,
other than the schedule listed above, are omitted because of the absence of the
conditions under which the schedules are required.
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INDEPENDENT AUDITORS' REPORT
To the Plan Committee of the Primark Corporation Savings
and Stock Ownership Plan:
We have audited the accompanying statements of net assets available for benefits
of the Primark Corporation Savings and Stock Ownership Plan (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
As disclosed in Note 7, on June 5, 2000, the plan sponsor entered into an
agreement to be acquired by an unrelated party.
Our audits of the Plan's financial statements as of and for the years ended
December 31, 1999 and 1998 were made for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedule
listed in the Table of Contents is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplementary schedule has been subjected to the
auditing procedures applied in our audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
Boston, Massachusetts
June 5, 2000
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PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
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ASSETS:
Investments, at fair value:
Mutual funds $40,080,265 $25,404,142
Money market 5,190,972 4,335,520
Participant loans 1,270,780 1,026,158
Common stock -- Primark Corporation 8,296,899 9,119,879
----------- -----------
Total investments 54,838,916 39,885,699
Contributions receivable:
Employer 41,628 50,564
Participant 148,028 155,279
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NET ASSETS AVAILABLE FOR BENEFITS $55,028,572 $40,091,542
=========== ===========
See notes to financial statements.
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PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
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ADDITIONS:
Investment activity:
Net appreciation (depreciation) of investments $ 8,506,535 $ (939,421)
Interest and dividends 2,773,108 1,156,474
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Total investment activity 11,279,643 217,053
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Contributions:
Employer 1,605,069 1,450,721
Participant 5,732,083 4,455,116
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Total contributions 7,337,152 5,905,837
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Transfers from other plans 195,944 8,498
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Total additions 18,812,739 6,131,388
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DEDUCTIONS:
Benefits paid to plan participants 3,669,977 4,077,633
Participant expenses 9,788 7,873
Transfers to other plans 195,944 5,247,659
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Total deductions 3,875,709 9,333,165
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NET INCREASE (DECREASE) 14,937,030 (3,201,777)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 40,091,542 43,293,319
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End of year $55,028,572 $40,091,542
=========== ===========
See notes to financial statements.
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PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
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1. DESCRIPTION OF THE PLAN
The following description of the Primark Corporation (the "Company")
Savings and Stock Ownership Plan (the "Plan") provides general information
only. Participants should refer to the plan agreement, which can be
obtained from the plan administrator, for a more complete description of
the Plan's provisions.
GENERAL - The Plan is a defined contribution plan which covers employees
of the Company, certain affiliated companies, and one unconsolidated
investee, Primark Decision Economics ("PDE"). Employees are eligible to
participate in the Plan as of the effective date of the Plan, January 1,
1989. The Plan was restated effective January 1, 1989 and amended October
1, 1992, July 1, 1994, September 1, 1994, and January 1, 1997 to include
additional affiliated companies and one unconsolidated investee. The
January 1, 1997 amendment also restructured the Plan from a single company
employee stock ownership plan to a plan structured under the provisions of
Section 401(k) of the Internal Revenue Code (the "Code"). The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA"). Participation in the Plan permits eligible employees to
defer a portion of their compensation in order to promote savings on a
tax-favored basis and to benefit from a matching Company contribution.
Full-time employees hired after the effective dates of the Plan and
related amendments are eligible to participate on the first day in the
calendar quarter following their date of hire. Part-time employees are
eligible to participate after completing at least 1,000 hours of service.
As of January 1, 1997, Fidelity Management Trust Company became trustee of
the Plan. The Plan is sponsored by the Company and PDE and administered by
the Primark Savings and Stock Ownership Plan Committee.
FUNDING - The Plan was funded in 1989 by a direct transfer of assets from
the trustee of the Primark Corporation Employees' Retirement Plan, which
was terminated effective as of September 1, 1988. The transfer of assets
was initially invested in Primark Corporation common stock.
ALLOCATION OF SHARES - Prior to January 1, 1997, all participants, as of
the last day of the plan year, were allocated the maximum number of whole
shares of Primark Corporation common stock within the limits of the Code,
based on compensation as defined by the Plan. The annual allocation was
not less than the lesser of the maximum amount allowable under Internal
Revenue Code (the "Code") limitations or one-eighth of the amount
attributable to the Company stock acquired, provided the number of shares
held in the suspense account was sufficient to provide for a full
allocation. If the number of shares remaining was not sufficient for a
full allocation, the allocation was calculated considering each
participant's compensation as a percentage of the aggregate total
compensation of all plan participants for that plan year. At December 31,
1996, all shares of the Company's common stock had been allocated to plan
participants.
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1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS - Effective with the January 1, 1997 amendment, each
participant may contribute from 1% to 15% of his or her eligible
compensation. Total before-tax contributions may not exceed the maximum
allowed by the Code. The Company will match 50% of the first 6% in
deferred contributions made by a plan participant.
TRANSFERS FROM OTHER PLANS - As a result of the January 1, 1997 amendment,
the assets of the former Primark Corporation Employee Stock Ownership Plan
were merged with the assets of the Disclosure Incorporated 401(k) Plan,
the I/B/E/S International, Inc. Retirement Savings Plan, the Yankee Group
Research, Inc. 401(k) Plan, and the WSI Corporation Employee Savings Plan.
In addition, employees of certain other recently acquired affiliates were
also permitted to enroll in the Plan. The transfer of assets resulting
from this merger, as well as the transfer of individual balances for
participants enrolled at newly acquired companies, and participant
rollovers, are reported as transfers from other plans.
VESTING - Participants are always fully vested in their contributions.
Vesting in employer-matching contributions occurs upon death, total and
permanent disability, attainment of 65 years of age, or completion of
three years of service. Participants who terminate employment will not
forfeit the nonvested portion, if any, of their employer-matching
contributions until five years after terminating employment, as defined in
the Plan's provisions. Forfeitures are used to reduce future
company-matching contributions.
DISTRIBUTIONS - Total or partial cash distributions from the Plan are
permitted upon the participant's attainment of age 59 1/2, termination of
employment, retirement, death, or disability. In addition, withdrawals are
also permitted for certain events that result in financial hardship to the
participant. A participant may make only one withdrawal in any consecutive
twelve-month period.
PARTICIPANT LOANS - Participants may borrow from their fund accounts a
minimum of $500 up to a maximum of 50% of their vested account balances.
The total loan balance outstanding for any one participant may not exceed
$50,000. Participant loans bear interest at the prime rate of interest in
effect on the first day of the calendar quarter in which the loan was
made. Loans are repaid through payroll deduction over a period of up to
five years for general loans or twenty-five years for the purchase of a
principal residence.
PARTICIPANTS' ACCOUNTS - Each participant's account is credited with the
participant's contributions, employer-matching contributions, and earnings
attributable to the individual's investments.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting. Purchases and sales of
securities are recorded on the settlement-date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex-dividend
date.
INVESTMENT VALUATION - Investments are stated at fair value based on
quoted market prices. Participant loans are stated at cost, which
approximates fair value.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PLAN EXPENSES - All expenses related to the administration of the Plan
have been assumed by the plan sponsors. Broker fees related to the sale of
a participant's shares of Primark Corporation common stock and loan
origination fees are the responsibility of the participant. Participant
fees are recorded as incurred.
BENEFITS TO PARTICIPANTS - Benefits to participants are recorded when
paid.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results may differ
from those estimates.
RECLASSIFICATION AND ADOPTION OF SOP 99-3 - The Plan has adopted Statement
of Position ("SOP") 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters," issued by the
American Institute of Certified Public Accountants. As a result, a
reclassification has been made to eliminate the by-fund reporting for
participant-directed investments in 1998.
3. INVESTMENTS
The following table presents investments at December 31, 1999 and 1998:
1999 1998
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Fidelity Contrafund $ 4,566,927* $ 3,379,107*
Fidelity Growth & Income Portfolio 5,117,960* 4,606,891*
Fidelity Select Technology Fund 8,150,640* 1,712,733
Fidelity Asset Manager -- Growth 990,487 647,293
Fidelity Spartan U.S. Equity Index Portfolio 6,944,366* 5,415,372*
Janus Worldwide Fund 6,299,808* 3,305,731*
PBHG Emerging Growth Fund 1,083,384 840,509
PBHG Growth Fund 2,644,034* 1,415,369
Founders Balanced Fund 1,589,162 1,759,631
Fidelity Managed Income Portfolio 1,351,673 1,428,555
Wright Current Income Fund 1,183,554 884,537
Fidelity Diversified International Fund 158,270 8,414
Primark common stock 8,296,899* 9,119,879*
Primark Money Market 5,190,972* 4,335,520*
Participant loans 1,270,780 1,026,158
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Total $54,838,916 $39,885,699
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* Represents 5% or more of net assets available for benefits.
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3. INVESTMENTS (CONTINUED)
During 1999 and 1998, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in value
by $8,506,535 and $(939,421), respectively, as follows:
1999 1998
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Mutual funds $8,309,028 $ 4,059,728
Primark common stock 197,507 (4,999,388)
Other -- 239
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$8,506,535 $ (939,421)
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The Plan's investments consist of the following. Investment objectives are
as stated in the related prospectus.
FIDELITY CONTRAFUND - The fund seeks long-term capital appreciation
through investment in the common stock and convertible securities of
foreign and domestic companies that are believed to be out of favor or
undervalued.
FIDELITY GROWTH & INCOME PORTFOLIO - The fund seeks high total return by
providing investors with current income and capital appreciation. To
achieve its objectives, the fund primarily invests in U.S. and foreign
common and preferred stocks, securities convertible into common stock and
fixed-income securities that provide both current income (in the form of
dividends) and the potential for growth in earnings.
FIDELITY ASSET MANAGER - GROWTH - The fund seeks to maximize total return
for the long term by allocating its assets among domestic and foreign
stocks, bonds and money market instruments. The fund's assets are
typically invested with 70% in stock, 25% in bonds and 5% in money market
instruments, but the fund may invest from 50% to 100% in stocks, 5% to 50%
in bonds, and 5% to 50% in money market instruments.
FIDELITY SELECT TECHNOLOGY FUND - The fund seeks capital appreciation
through investment in securities of companies established in the
technology industry. The fund typically holds 80% of its assets in
companies that may benefit from technological advances but may invest in
any company eligible for purchase in any of Fidelity's other
technology-related portfolios.
FIDELITY SPARTAN U.S. EQUITY INDEX PORTFOLIO - The portfolio attempts to
duplicate the investment composition and yield earned by the S&P 500 Index
by investing in the companies that make up the Index, as well as those
that are based on the value of the Index.
JANUS WORLDWIDE FUND - The fund invests in common stocks of foreign and
domestic companies of any size.
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3. INVESTMENTS (CONTINUED)
PBHG EMERGING GROWTH FUND - The fund seeks growth by investing in the
common stock of micro-and small-sized U.S. companies that are believed to
have strong earnings potential and significant capital appreciation. The
market capitalization for the companies in which this fund invests
typically ranges from $10 to $250 million.
PBHG GROWTH FUND - The fund seeks growth by investing in the common stock
of small- and medium-sized U.S. companies that are believed to have strong
earnings potential and significant capital appreciation.
FOUNDERS BALANCED FUND - The fund attempts to provide both current income
and long-term growth by investing in a variety of dividend-paying common
stocks (located both in the U.S. and abroad) as well as U.S. and foreign
government obligations and corporate bonds. The fund is required to hold
at least 25% of its assets in fixed-income, investment-grade securities.
FIDELITY MANAGED INCOME PORTFOLIO - The fund is a commingled pool managed
by Fidelity Management Trust Company. The fund attempts to maintain a
stable unit price while earning interest income. The fund invests in
investment contracts offered by major insurance companies and other
approved financial institutions and in certain types of fixed income
securities.
WRIGHT CURRENT INCOME FUND - The fund aims to obtain a high level of
current income with moderate fluctuations of principal. The fund has
invested almost exclusively in mortgage pass-through securities of the
Government National Mortgage Association.
FIDELITY DIVERSIFIED INTERNATIONAL FUND - The fund seeks growth by
investing in international securities.
PRIMARK COMMON STOCK - Contributions are made to participants' accounts
directly in shares of Primark common stock. Investing in a nondiversified,
unmanaged single stock inherently involves more investment risk than
investing in a diversified fund as performance is tied directly to the
performance of the Company as well as that of the stock market as a whole.
PRIMARK MONEY MARKET - The Fund is a commingled money market pool managed
by Fidelity which invests in high-quality, short-term money market
securities for which the U.S. Government or its agencies or
instrumentalities guarantees timely payment of principal and interest.
4. RELATED-PARTY TRANSACTIONS
At December 31, 1999 and 1998, the Plan held 298,310 shares of Primark
Corporation common stock with a fair value of $8,296,899 and 336,217
shares with a fair value of $9,119,879, respectively.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right, under the Plan, to suspend its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
plan termination, participants will become fully vested in their accounts.
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6. TAX STATUS OF THE PLAN
The Plan obtained its latest determination letter dated December 17, 1997
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the Code.
The Plan Committee believes that the Plan is currently designed and being
operated in compliance with the Code. Accordingly, no provision for income
taxes has been included in the Plan's financial statements.
7. SUBSEQUENT EVENT
On June 5, 2000, the Company entered into an agreement with an unrelated
party to be acquired. The acquisition of the Company is expected to be
completed later in calendar year 2000. The impact of the sale of the
sponsor on the Plan has not yet been determined.
* * * * * *
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PRIMARK CORPORATION
SAVINGS AND STOCK OWNERSHIP PLAN
SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 1999
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d) SHARES HELD/ e) CURRENT
a) b) IDENTITY c) DESCRIPTION OF INVESTMENT PAR VALUE VALUE
* Pooled Investment Funds Fidelity Contrafund 76,090 $ 4,566,927
* Fidelity Growth & Income Portfolio 108,523 5,117,960
* Fidelity Select Technology Fund 53,486 8,150,640
* Fidelity Asset Manager -- Growth 50,356 990,487
* Fidelity Spartan U.S. Equity Index Portfolio 133,314 6,944,366
Janus Worldwide Fund 82,426 6,299,808
PBHG Emerging Growth Fund 31,632 1,083,384
PBHG Growth Fund 55,805 2,644,034
Founders Balanced Fund 151,783 1,589,162
* Fidelity Managed Income Portfolio 1,351,673 1,351,673
Wright Current Income Fund 117,300 1,183,554
* Common Stock Fidelity Diversified International Fund 6,177 158,270
* Commingled Pool Primark common stock 298,310 8,296,899
* Primark Money Market 5,190,972 5,190,972
* Participant Loans Participant loans 1,270,780
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Total $54,838,916
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* Represents a party-in-interest to the Plan.
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