1
 
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                     UNITED STATES SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549
 
                                   FORM 10-Q
 
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTER ENDED JUNE 30, 1996                COMMISSION FILE NUMBER 1-8260
 
                              PRIMARK CORPORATION
             (Exact name of registrant as specified in its charter)
 

                                           
                   MICHIGAN                                     38-2383282
       (State or other jurisdiction of             (I.R.S. Employer Identification No.)
        incorporation or organization)
 1000 WINTER STREET, SUITE 4300N, WALTHAM, MA                     02154
   (Address of principal executive offices)                     (Zip Code)

 
                                  617-466-6611
              (Registrant's telephone number, including area code)
 
                                   NO CHANGES
              (Former name, former address and former fiscal year,
                         if changed since last report)
 
     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
 
                  Yes x                                     No
 
     Number of shares outstanding of each of the registrant's classes of common
stock, as of July 26, 1996:
 
                  Common Stock, without par value: 24,809,541
 
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   2
 
                              PRIMARK CORPORATION
 
                               INDEX TO FORM 10-Q
                      FOR THE QUARTER ENDED JUNE 30, 1996
 


                                                                                       PAGE
                                                                                      NUMBER
                                                                                      ------
                                                                                   
COVER...............................................................................     i
INDEX...............................................................................    ii
PART I -- FINANCIAL INFORMATION
  Item 1.  Financial Statements.....................................................     1
  Item 2.  Management's Discussion and Analysis of Results of Operations and
           Financial Condition......................................................     6
PART II -- OTHER INFORMATION
  Item 4.  Results of Votes of Security Holders.....................................     8
  Item 6.  Exhibits and Reports on Form 8-K.........................................     8
SIGNATURE...........................................................................     9

 
                                       ii
   3

 
                        PART I -- FINANCIAL INFORMATION
 
                      PRIMARK CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
 


                                                                                           JUNE 30,     DECEMBER 31,
                                                                                             1996           1995
                                                                                           --------     ------------
                                                                                            (THOUSANDS OF DOLLARS)
                                                                                                    
                                         ASSETS
CURRENT ASSETS
  Cash and cash equivalents, at cost (which approximates market value)...................  $ 56,024       $ 62,332
  Receivables:
    Billed receivables less allowance for doubtful accounts of $4,814,000 and $4,371,000,
     respectively........................................................................   115,795        107,636
    Unbilled and other receivables.......................................................    45,234         33,255
  Other current assets...................................................................    22,240         17,146
                                                                                           --------       --------
                                                                                            239,293        220,369
                                                                                           --------       --------
DEFERRED CHARGES AND OTHER ASSETS
  Goodwill, less accumulated amortization of $33,931,000 and $27,330,000, respectively...   446,476        436,203
  Other intangible assets, less accumulated amortization of $11,363,000 and $9,308,000,
    respectively.........................................................................    28,271         29,074
  Capitalized software, less accumulated amortization of $8,283,000 and $5,015,000,
    respectively.........................................................................    24,284         20,676
  Net long-term investment in financing leases...........................................    10,457         11,871
  Other..................................................................................    11,007         12,396
                                                                                           --------       --------
                                                                                            520,495        510,220
                                                                                           --------       --------
PROPERTY, PLANT AND EQUIPMENT, AT COST
  Computer equipment.....................................................................    63,041         56,765
  Leasehold improvements.................................................................    24,773         23,928
  Property leased to others..............................................................    16,020         16,020
  Other..................................................................................    17,849         16,806
                                                                                           --------       --------
                                                                                            121,683        113,519
  Less-Accumulated depreciation..........................................................    49,369         41,709
                                                                                           --------       --------
                                                                                             72,314         71,810
                                                                                           --------       --------
                                                                                           $832,102       $802,399
                                                                                           ========       ========
                       LIABILITIES AND COMMON SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts Payable.......................................................................  $ 19,616       $ 21,184
  Accrued employee payroll and benefits..................................................    31,531         30,233
  Federal income, property and other taxes payable.......................................    11,524          9,582
  Deferred income........................................................................    47,518         41,940
  Current portion of long-term debt, including capital lease obligations.................     4,872          5,105
  Other..................................................................................    36,996         30,675
                                                                                           --------       --------
                                                                                            152,057        138,719
                                                                                           --------       --------
LONG-TERM DEBT AND OTHER LIABILITIES
  Long-term debt, including capital lease obligations....................................   263,533        265,863
  Deferred income taxes..................................................................    11,990         13,189
  Other..................................................................................    14,127         13,625
                                                                                           --------       --------
                                                                                            289,650        292,677
                                                                                           --------       --------
        Total liabilities................................................................   441,707        431,396
                                                                                           --------       --------
CONTINGENCIES (NOTE 3)
REDEEMABLE PREFERRED STOCK...............................................................        --         16,874
                                                                                           --------       --------
COMMON SHAREHOLDERS' EQUITY
  Common stock and additional paid-in-capital............................................   234,272        226,494
  Retained earnings......................................................................   155,886        141,846
                                                                                           --------       --------
                                                                                            390,158        368,340
  Less -- Treasury stock, at average cost................................................        --         14,814
  Less -- Unearned compensation..........................................................       226            709
  Less -- Cumulative foreign currency translation adjustment.............................      (463)        (1,312)
                                                                                           --------       --------
        Total common shareholders' equity................................................   390,395        354,129
                                                                                           --------       --------
                                                                                           $832,102       $802,399
                                                                                           ========       ========

 
The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.
 
                                        1
   4
 
                      PRIMARK CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
 


                                                   THREE MONTHS ENDED         SIX MONTHS ENDED
                                                        JUNE 30,                  JUNE 30,
                                                  ---------------------     ---------------------
                                                    1996         1995         1996         1995
                                                  --------     --------     --------     --------
                                                       (THOUSANDS EXCEPT PER SHARE AMOUNTS)
                                                                             
OPERATING REVENUES..............................  $187,658     $143,041     $368,387     $278,902
                                                  --------     --------     --------     --------
OPERATING EXPENSES
  Cost of services..............................   107,865       85,431      213,693      167,125
  Selling, general and administrative...........    52,363       37,077      100,884       71,863
  Depreciation..................................     4,494        2,926        8,632        6,137
  Amortization of goodwill......................     3,100        1,777        6,087        3,539
  Amortization of other intangible assets.......     2,517        2,717        5,183        5,308
                                                  --------     --------     --------     --------
          Total operating expenses..............   170,339      129,928      334,479      253,972
                                                  --------     --------     --------     --------
          Operating income......................    17,319       13,113       33,908       24,930
                                                  --------     --------     --------     --------
OTHER INCOME AND (DEDUCTIONS)
  Investment income.............................       602          344        1,469          646
  Interest expense..............................    (5,343)      (3,508)     (10,958)      (6,955)
  Foreign currency gain (loss)..................       827       (1,464)       1,043       (2,107)
  Other.........................................         1         (220)         (44)        (312)
                                                  --------     --------     --------     --------
          Total other income and (deductions)...    (3,913)      (4,848)      (8,490)      (8,728)
                                                  --------     --------     --------     --------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY
  ITEM..........................................    13,406        8,265       25,418       16,202
INCOME TAX EXPENSE..............................     5,889        3,689       11,501        7,172
                                                  --------     --------     --------     --------
Income before extraordinary item................     7,517        4,576       13,917        9,030
Extraordinary item-loss on early extinguishment
  of debt, net of income tax benefit of
  $288,000......................................        --         (534)          --         (534)
                                                  --------     --------     --------     --------
NET INCOME......................................     7,517        4,042       13,917        8,496
DIVIDENDS ON PREFERRED STOCK....................        --         (359)        (359)        (717)
                                                  --------     --------     --------     --------
NET INCOME APPLICABLE TO COMMON STOCK...........  $  7,517     $  3,683     $ 13,558     $  7,779
                                                  ========     ========     ========     ========
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
  Income before extraordinary item..............  $   0.29     $   0.21     $   0.53     $   0.42
  Extraordinary item............................        --        (0.03)          --        (0.03)
                                                  --------     --------     --------     --------
     Total earnings per share...................  $   0.29     $   0.18     $   0.53     $   0.39
                                                  --------     --------     --------     --------
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
  SHARES OUTSTANDING............................    26,252       20,033       25,807       19,822
                                                  ========     ========     ========     ========

 
                      PRIMARK CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
 


                                                       THREE MONTHS ENDED         SIX MONTHS ENDED
                                                            JUNE 30,                  JUNE 30,
                                                      ---------------------     ---------------------
                                                        1996         1995         1996         1995
                                                      --------     --------     --------     --------
                                                                  (THOUSANDS OF DOLLARS)
                                                                           
Balance  --   Beginning of period...................  $148,369     $129,060     $141,846     $124,964
Add      --   Net Income............................     7,517        4,042       13,917        8,496
         --   Change in year-end of Subsidiaries
              (Note 1)..............................        --           --          482           --
Deduct   --   Dividends on Preferred Stock..........        --         (359)        (359)        (717)
                                                      --------     --------     --------     --------
Balance  --   End of period.........................  $155,886     $132,743     $155,886     $132,743
                                                      ========     ========     ========     ========

 
The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.
 
                                        2
   5
 
                      PRIMARK CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 


                                                                           SIX MONTHS ENDED
                                                                               JUNE 30,
                                                                         ---------------------
                                                                           1996         1995
                                                                         --------     --------
                                                                             (THOUSANDS OF
                                                                               DOLLARS)
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income...........................................................  $ 13,917     $  8,496
  Adjustments to reconcile net income to net cash flows from operating
     activities:
     Change in year-end of subsidiary..................................     2,518           --
     Extraordinary loss on early extinguishment of debt................        --          534
     Depreciation and amortization.....................................    19,902       14,986
     Foreign currency (gain) loss -- net...............................    (1,043)       2,107
     Other.............................................................       116       (2,158)
     Changes in assets and liabilities which provided (used) cash,
      exclusive of changes shown separately............................   (18,492)      (3,499)
                                                                         --------     --------
          Net cash provided from operating activities..................    16,918       20,466
                                                                         --------     --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of short-term notes payable.................................       708       60,009
  Repayment of short-term notes payable................................      (708)      (6,009)
  Issuance of long-term debt...........................................        --      125,000
  Repayment of long-term debt..........................................    (1,876)      (1,902)
  Debt issue costs.....................................................        --       (4,027)
  Common stock issuance and other......................................     4,582        2,015
                                                                         --------     --------
          Net cash provided from financing activities..................     2,706      175,086
                                                                         --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures.................................................   (10,634)      (8,672)
  Capitalized software.................................................    (4,674)      (1,775)
  Purchase of subsidiaries -- net of acquired cash.....................    (9,000)    (199,687)
  Principal payments received under financing leases...................     1,420        1,554
  Other -- net.........................................................    (2,765)       1,830
                                                                         --------     --------
          Net cash used for investing activities.......................   (25,653)    (206,750)
                                                                         --------     --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH................................      (279)         494
                                                                         --------     --------
NET DECREASE IN CASH AND CASH EQUIVALENTS..............................    (6,308)     (10,704)
CASH AND CASH EQUIVALENTS, JANUARY 1...................................    62,332       20,059
                                                                         --------     --------
CASH AND CASH EQUIVALENTS, JUNE 30.....................................  $ 56,024     $  9,355
                                                                         ========     ========
CHANGES IN ASSETS AND LIABILITIES WHICH PROVIDED (USED) CASH, EXCLUSIVE
  OF CHANGES SHOWN SEPARATELY
  Billed, unbilled and other receivables -- net........................  $(20,131)    $ (9,518)
  Accounts payable.....................................................    (4,974)      (3,481)
  Federal income, property and other taxes payable -- net..............     3,148          462
  Other current assets and liabilities.................................     4,819        5,294
  Other noncurrent assets and liabilities..............................    (1,354)       3,744
                                                                         --------     --------
                                                                         $(18,492)    $ (3,499)
                                                                         ========     ========

 
The accompanying notes to the consolidated financial statements are an integral
                           part of these statements.
 
                                        3
   6
 
                      PRIMARK CORPORATION AND SUBSIDIARIES
 
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     A. ACCOUNTING CHANGE -- PRINCIPLES OF CONSOLIDATION AND BASIS OF
PRESENTATION
 
     Effective January 1, 1996, the foreign and domestic accounts of Datastream
International Limited and affiliates ("Datastream") and Vestek, wholly-owned
subsidiaries of Primark Corporation (the "Company"), changed their reporting
period from a fiscal year ending November 30 to a calendar year ending December
31. The change was made to provide more timely information and enhance
comparability. In accordance with guidelines of the Securities and Exchange
Commission, only six months of income and expense were included in the
Consolidated Statements of Income. The subsidiaries' results of operations for
December 1995 were credited directly to retained earnings. Cash flow activity
for this same period has been reflected as a single line item in the operating
activities section of the Consolidated Statements of Cash Flows.
 
     B. NEWLY ISSUED ACCOUNTING STANDARDS
 
     In October 1995, Financial Accounting Standards (SFAS) No. 123 "Accounting
for Stock-Based Compensation," was issued. This statement, which is effective
beginning January 1, 1996, requires expanded disclosures of stock-based
compensation arrangements with employees and encourages (but does not require)
compensation cost to be measured based on the fair value of the equity
instrument awarded. Companies are permitted, however, to continue to apply APB
Opinion No. 25, which recognizes compensation cost based on the intrinsic value
of the equity instrument awarded. The Company will continue to apply APB Opinion
No. 25 to its stock-based compensation awards to employees and will disclose the
required pro forma effect on net income and earnings per share.
 
2. SHORT-TERM AND LONG-TERM DEBT
 
     On March 12, 1996, the Company, together with its commercial banks, amended
the Revolving Credit Agreement and Term Loan agreement dated June 29, 1995. The
amendment, among other matters, relaxed the performance pricing criteria and
established lower interest rates based upon meeting these thresholds. The effect
of the amendment was to lower Primark's effective rate 25 to 50 basis points
when performance pricing is achieved.
 
3. CONTINGENCIES
 
     On June 24, 1994, a jury in a civil case in the Massachusetts Superior
Court (the "Court") returned an unfavorable verdict against the two founders of
TASC, and against TASC itself. The suit was brought by a former employee
regarding a TASC stock transaction which took place in 1976, prior to the
Company's acquisition of TASC in 1991. On June 28, 1994, the Court ordered that
judgment be entered on the verdict requiring the two founders (but not TASC
itself) to disgorge $19,800,000. Such amount accrues post-judgment interest at a
statutory rate. As an alternative course of action, the plaintiff may pursue the
two founders and TASC, jointly and severally for $48,600. Based on the
adjudication, the Company has denied requests of the two founders for
indemnification. Certain post-verdict motions (including a motion for judgment
notwithstanding the verdict, and in the alternative, a motion for a new trial)
are pending. While the outcome of these motions cannot be predicted with
certainty, the Company believes it will not be required to pay any portion of
this judgment.
 
     The Company has received notifications from the Michigan Department of
Natural Resources of environmental contamination in the vicinity of natural gas
storage fields in Michigan which the Company leases to an interstate pipeline
company. The Company conducts no operations of its own on these properties.
While the ultimate resolution of these matters cannot be predicted at this time,
the Company believes that its existing reserves of approximately $250,000 are
adequate for the resolution of such matters.
 
                                        4
   7
 
                      PRIMARK CORPORATION AND SUBSIDIARIES
 
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The Company and its subsidiaries are involved in certain other
administrative proceedings and matters concerning issues arising in the ordinary
course of business. Management cannot predict the final disposition of such
issues, but believes that adequate provision has been made for the probable
losses and the ultimate resolution of these proceedings will not have a material
adverse effect on the accompanying consolidated financial statements.
 
4. REDEEMABLE PREFERRED STOCK
 
     On May 2, 1996, the Company received notification to convert the total
outstanding shares of Primark Series A Cumulative Convertible Preferred Stock
into shares of Primark common stock. The 674,943 preferred shares plus accrued
and unpaid dividends, were converted into 1,164,276 shares of Primark common
stock based upon the stated conversion rate of $14.49. The preferred shares were
held entirely by the Profit Sharing and Stock Ownership Plan (PSSOP) of TASC, a
wholly-owned subsidiary of the Company.
 
5. GENERAL
 
     Other than as described in Note 1 there have been no significant changes in
the Company's principal accounting policies that were set forth in the Company's
1995 Annual Report and Form 10-K. Certain reclassifications have been made to
the prior year's statements to conform with the 1996 presentation.
 
     The unaudited information furnished herein, in the opinion of management,
reflects all adjustments necessary for a fair statement of the results of
operations during the interim periods.
 
     The revenues, expenses, net income and earnings per share for the interim
periods should not be construed as representative of revenues, expenses, net
income and earnings per share for all or any part of the balance of the current
year or succeeding periods.
 
                                        5
   8
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
        FINANCIAL CONDITION
 
  Results of Operations
 
     Primark reported net income of $7.5 million ($0.29 per share) and $13.6
million ($0.53 per share) for the three and six months ended June 30, 1996,
respectively. These results reflect increases over 1995 net income before
extraordinary items of $2.9 million (64.3%) and $4.9 million (54.1%) for the
three and six month periods. Earnings per share before the 1995 extraordinary
item, increased 38.1% and 26.2% for the three and six months, including the
impact of an increase of over 30% in shares outstanding. The increase in common
shares outstanding was the result of Primark's December, 1995 equity offering of
4.1 million shares and the May, 1996 conversion of 1.2 million shares associated
with Primark's $16.9 million of convertible Preferred stock. The improvement in
earnings reflect increases in revenue of 31.2% and 32.1% for the three and six
months ended June 30, 1996. Earnings were further enhanced by a $2.3 million and
a $3.2 million increase over 1995 for gains on foreign currency transactions for
the quarter and year to date periods, respectively. Somewhat offsetting these
improvements was a $1.8 million and a $4.0 million increase in interest expense,
for the three and six month periods, respectively.
 
     The revenue improvements reflect the purchase of Disclosure and IBES in
June of 1995, whose first six months of revenues were not reflected in the 1995
comparative results. Excluding the effects of the acquisition, Primark's other
operations grew 11.5% and 12.8% for the quarter and year-to-date periods.
Applied technology revenues, comprising the TASC and WSI business units, grew
10.3% for the quarter and 9.0% year-to-date. TASC's government services revenues
increased 10.9% for the quarter, which is a continuation of the first quarter
performance and resulted in a year-to-date improvement of 10.4%. The WSI weather
division posted a 14.5% increase over 1995 second quarter revenue, marking an
improvement from relatively flat first quarter results.
 
     The financial information businesses accounted for $30.0 million of the
Company's $44.6 million of second quarter growth in revenues. Year-to-date the
financial information businesses improved $58.8 million over 1995 while the
Company as a whole improved $89.5 million. Within the financial information
business mix Datastream grew 9.1% and 9.0% during the three and six month
periods ended June 30, 1996, excluding the effects of currency. Datastream
exhibited growth in all geographic regions, with the strongest quarterly
performances in the Pacific basin at 22.1% and the Americas at 24.5%. The
slowest growth was noted in the United Kingdom at 3.3% for the quarter, due to
continued flat fund management sales and a heavily penetrated market for the
existing Datastream research product. Although IBES's 1995 results were not
included in Primark's 1995 reported results, revenues for IBES increased 17.7%
over the second quarter of 1995 and 16.5% for the year-to-date period. IBES's
growth reflects the success of the "IBES Express" product. Disclosure's year
over year results continued to demonstrate the low growth patterns noted in the
first quarter of 1996 with a 2.6% growth in the second quarter and a 3.3% growth
rate for the year-to-date period. Disclosure's slow sales in 1996 resulted from
some product delays as well as turnover in its domestic sales force.
 
     Primark's aircraft maintenance business, TIMCO grew revenues 27.1% for the
second quarter and 39.3% year-to-date. The solid growth at TIMCO is a result of
building added hanger space in the fourth quarter of 1995, coupled with TIMCO's
ability to sell the added capacity in a growing market place for outsourced
services.
 
  Capital Resources and Liquidity
 
     During the six months ended June 30, 1996, cash and cash equivalents
decreased $6.3 million. Operating activities generated $16.9 million in cash of
which $9.0 million was used to purchase Groupe DAFSA ("DAFSA") and $15.3 million
to fund capital expenditures. During the second quarter, the trustees of the
TASC PSSOP converted $16.9 million of its Series A Cumulative Convertible
Preferred stock into 1,164,276 shares of Primark Common stock.
 
     During the first quarter of 1996, Primark changed the fiscal year end of
Datastream and Vestek from November 30, to December 31. Pursuant to this change,
the net income of these subsidiaries for December of
 
                                        6
   9
 
1995 was recorded to retained earnings. The impact of adjusting cash and
intercompany accounts to comply with the new period was $2.5 million and is
reflected as a cash inflow from operations in the Consolidated Statements of
Cash Flows.
 
     Cash flows from operating activities provided $16.9 million of cash during
the six months ended June 30, 1996, $3.5 million less than the prior year. The
current year was impacted by working capital requirements which increased $15.0
million, partially offset by the increase in operations previously discussed.
Increased receivables accounted for $20.1 million of working capital uses.
TIMCO's receivable balance increased $8.4 million due to continued revenue
growth. TASC's unbilled receivables increased $10.5 million due to the timing of
billing government contracts.
 
     Financing activities for the first six months of 1996 provided $2.7
million, a decrease from the $175.1 million provided for the same period in
1995, most of which was used to fund the acquisition of Disclosure. Proceeds
from option activity generated approximately $4.6 million of cash for the first
half of 1996, during which the Company repaid $1.9 million of long-term debt.
 
     Investing activities used $25.7 million of cash during the six months ended
June 30, 1996, compared to uses of $206.8 million during the first six months of
1995. The 1996 uses reflect the purchase of DAFSA for $9.0 million. DAFSA
supplies company account information on all listed companies in France and
ownership information on French companies through print and CD-ROM. The 1995
uses reflect the purchase of Disclosure for approximately $200.0 million in
cash. Capital expenditures used $10.6 million through the first six months of
1996, an increase of $2.0 million over the first six months of 1995.
Approximately $8.3 million of the capital expenditures were for computer
equipment primarily at Datastream and Disclosure. Capitalized software
expenditures increased $2.9 million over 1995 to $4.7 million for the six months
ended June 30, 1996. The 1996 software expenditures include $4.1 million for
development of new products at Datastream and Disclosure.
 
     Primark's revolving credit agreement of $75.0 million remains undrawn and
together with invested cash, and the continued strong cash flows from
operations, provides good liquidity for internal and external investment
opportunities.
 
                                        7
   10
 
                          PART II -- OTHER INFORMATION
 
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
 
     The Company's Annual Meeting of Shareholders was held on May 22, 1996 for
the purpose of electing a board of directors, approving a long-term incentive
agreement, and approving the appointment of independent auditors. Proxies for
the meeting were solicited pursuant to Section 14(a) of the Securities Exchange
Act of 1934. There was no solicitation in opposition to management's
solicitations.
 
     All of management's nominees for directors listed in the proxy statement
were elected with the following vote:
 


                                                        SHARES
                                                        VOTED                  SHARES
                                                        "FOR"         %       "WITHHELD"     %
                                                      ----------     ----     ---------     ---
                                                                                
    Kevin J. Bradley................................  21,007,188     99.1%     199,336      0.9%
    John C. Holt....................................  21,116,808     99.6%      89,716      0.4%
    Joseph E. Kasputys..............................  20,969,568     98.9%     236,956      1.1%
    Steven Lazarus..................................  21,116,684     99.6%      89,840      0.4%
    Patricia G. McGinnis............................  21,135,813     99.7%      70,711      0.3%
    Robert W. Stewart...............................  20,963,107     98.9%     243,417      1.1%
    Constance K. Weaver.............................  21,153,165     99.7%      53,359      0.3%

 
     The long-term incentive agreement was approved by the following vote:
 


  SHARES                 SHARES
   VOTED                  VOTED                  SHARES                 SHARES
   "FOR"        %       "AGAINST"      %      "ABSTAINING"      %      NOT VOTED
- -----------    ----     ---------     ---     ------------     ---     ---------
                                                     
 20,659,765    97.4%     401,202      1.9%       145,557       0.7%        0

 
     The appointment of Deloitte & Touche as independent auditors was approved
by the following vote:
 


  SHARES                 SHARES
   VOTED                  VOTED                  SHARES                 SHARES
   "FOR"        %       "AGAINST"      %      "ABSTAINING"      %      NOT VOTED
- -----------    ----     ---------     ---     ------------     ---     ---------
                                                     
 21,096,760    99.5%      56,663      0.3%        53,101       0.3%        0

 
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
 
  (a) Exhibits
 


    EXHIBIT
    NUMBER                                   DESCRIPTION                                   PAGE
    -------   -------------------------------------------------------------------------    ----
                                                                                     
       2-1    Purchase Agreement dated June 18, 1996 between Datastream International
              (France) SA and Talisman Management LTD..................................
      10-1    Lease Agreement by and between Parcel 33B Associates Limited Partnership
              and TASC, Inc............................................................
      10-2    Amendement to the Employment Agreement among John C. Holt, TASC, Inc.
              and the Company dated February 29, 1996, approved by shareholders on
              May 22, 1996.............................................................
      27      Financial Data Schedule..................................................

 
  (b) No reports on Form 8-K were filed during the quarter ended June 30, 1996.
 
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                                   SIGNATURE
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 

                                           
                                              PRIMARK CORPORATION
Date: August 1, 1996                          By:        /s/  STEPHEN H. CURRAN
                                              ----------------------------------------------
                                              Stephen H. Curran
                                              Senior Vice President and
                                              Chief Financial Officer
                                              (Principal Financial Officer)

 
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