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Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE ARA GROUP, INC.
(Exact name of co-registrant as specified in its charter)
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Delaware 23-2319139
(State of incorporation) (IRS Employer Identification Number)
The ARA Tower 19107
1101 Market Street (Zip Code)
Philadelphia, Pennsylvania
(Address of principal executive offices)
(215) 238-3000
(Co-registrant's telephone number, including area code)
ARA SERVICES, INC.
(Exact name of co-registrant as specified in its charter)
Delaware 95-2051630
(State of incorporation) (IRS Employee Identification Number)
The ARA Tower 19107
1101 Market Street (Zip Code)
Philadelphia, Pennsylvania
(Address of principal executive offices)
(215) 238-3000
(Co-registrant's telephone number, including area code)
Donald S. Morton
Associate General Counsel
ARA Services, Inc.
1101 Market Street
Philadelphia, Pennsylvania 19107
(215) 238-3240
(Name, address, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of sale to the public: From time to
time after the effective date of this Registration Statement as determined by
the Registrants on the basis of market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
reinvestment plans, please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximumg Maximum
Title of each Amount offering aggregate Amount of
class of securities being price per offering registration
being registered registered unit(2) price(2) fee
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Subordinated
Securities........... $200,000,000(1) 100%(3) $200,000,000(3) $68,966
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Guarantees -
Evidencing Guarantees
of Subordinated
Securities........... $200,000,000 (4) (4) None
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(1) Such amount shall be increased, if any series of Securities are issued at
original issue discount, by an amount such that the net proceeds to be
received by the co-registrants shall be equal to $200,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Exclusive of accrued interest, if any.
(4) No additional consideration for the Guarantees will be paid by the
purchaser of Subordinated Securities, and thus no fee is payable by reason
of Rule 457(n).
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Pursuant to Rule 429, the Prospectus which forms a part of this
Registration Statement shall also relate to debt securities registered for
issuance and sale pursuant to the Company's earlier Registration Statement on
Form S-3 (File No. 33-41357).
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Prospectus
The ARA Group, Inc.
or
ARA Services, Inc.
$300,000,000
Debt Securities
The ARA Group, Inc. ("ARA") may offer from time to time subordinated debt
securities (the "Subordinated Securities") and ARA Services, Inc. ("Services")
may offer from time to time its debt securities (the "Guaranteed Securities,"
collectively with the Subordinated Securities, the "Securities") with an
aggregate principal amount or, if Securities are issued at original issue
discount, such higher principal amount as may be sold for an initial public
offering price of up to $300,000,000. The issuer, the specific title, the
aggregate principal amount, the purchase price, the maturity, the rate and
time of payment of any interest, any redemption provisions, any other specific
terms of the Securities, and the agents and dealers or underwriters in
connection with the sale of the Securities in respect of which this Prospectus
is being delivered are set forth in the accompanying supplement to this
Prospectus (the "Prospectus Supplement").
The Guaranteed Securities when issued will rank on a parity with all
other unsecured and unsubordinated indebtedness of Services and will be
entitled to the guarantee of ARA, which guarantee will rank on a parity with
all unsecured and unsubordinated indebtedness of ARA. The Subordinated
Securities are unsecured and subordinated to all present and future Senior
Indebtedness of ARA and will rank on a parity with ARA's outstanding
subordinated indebtedness. See "Description of Securities and Guarantee."
ARA or Services may sell the Securities to or through underwriters, and
also may sell the Securities directly to other purchasers or through agents.
The accompanying Prospectus Supplement sets forth the names of any
underwriters or agents involved in the sale of the Securities in respect of
which this Prospectus is being delivered, the principal amounts, if any, to be
purchased by underwriters and the compensation, if any, of such underwriters
or agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
March , 1994
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AVAILABLE INFORMATION
ARA is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and
other information concerning ARA can be inspected and copied at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C., and the
Commission's Regional Offices in New York (7 World Trade Center, New York, New
York) and Chicago (Northwest Atrium Center, 500 West Madison, Suite 1400,
Chicago, Illinois), and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports and other
information concerning ARA may be inspected at the offices of the Philadelphia
Stock Exchange, 1900 Market Street, Philadelphia, Pennsylvania. This
Prospectus does not contain all of the information set forth in the
Registration Statement which ARA and Services have filed with the Commission
under the Securities Act of 1933 and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
ARA and Services hereby incorporate by reference in this Prospectus the
following documents:
(a) ARA's Annual Report on Form 10-K for the year ended October 1, 1993,
filed pursuant to Section 13 of the Exchange Act; and
(b) ARA's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1993, filed pursuant to Section 13 of the Exchange Act.
All documents filed by ARA or Services subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or
in the accompanying Prospectus Supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Any person receiving a copy of this Prospectus may obtain without charge,
upon request, a copy of any of the documents incorporated by reference herein,
except for the exhibits to such documents. Written or telephone requests
should be directed to Elizabeth B. Cartmell, ARA Services, Inc., 1101 Market
Street, Philadelphia, Pennsylvania 19107 or (215) 238-3187.
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THE ARA GROUP, INC.
ARA, through Services and its other subsidiaries, is engaged in providing
or managing services, including food, leisure and support services, uniform
services, health and education services and distributive services. ARA
provides most of its services in the United States. ARA also conducts
operations, primarily management of food services, in Belgium, Canada, the
Czech Republic, Germany, Hungary, Japan, Korea, Mexico, Spain and the United
Kingdom.
Services provides the majority of the food services provided by ARA's
operations to businesses, government, educational and health care
institutions. Through subsidiaries, Services also conducts the majority of
ARA's operations outside the United States.
ARA's management shareholders and their permitted transferees currently
own approximately 55% of the outstanding common stock on a common equivalent
basis (representing approximately 93% of the voting power).
ARA and Services, each a Delaware corporation, have their principal
executive offices at The ARA Tower, 1101 Market Street, Philadelphia,
Pennsylvania 19107, and their telephone number is (215) 238-3000. Unless the
context otherwise requires, references to ARA include ARA and its subsidiaries
and references to Services include Services and its subsidiaries.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the
proceeds of the offering of Securities will be used by ARA or Services to
repay borrowings under the Credit Agreement. See "The Credit Agreement."
THE CREDIT AGREEMENT
Services has a $650 million revolving credit facility with a group of
banks (the "Credit Agreement"). Interest under the Credit Agreement is based,
at the election of Services, upon the Base Rate (which is the higher of the
Prime Rate or the Federal Funds Rate plus 1/2 of 1%) or the London inter-bank
offered rate plus a spread starting at 1/2% and then increasing for successive
tranches of outstanding debt to a maximum spread of 1% or the Certificate of
Deposit Rate plus a spread starting at 5/8% and then increasing for successive
tranches of outstanding debt to a maximum spread of 1-1/8%. Services also pays
a commitment fee of 3/8 of 1% on the entire credit facility.
Commitment Reductions. The outstanding commitments of $650 million under
the Credit Agreement are subject to quarterly reductions of $15 million
starting in March 1995 which increase annually thereafter. The final maturity
for the Credit Agreement is March 2000. In addition, certain asset sales and
other transactions would result in commitment reductions.
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Covenants; Events of Default. The Credit Agreement contains restrictive
covenants which provide, among other things, limitations on (i) the incurrence
of debt, (ii) the creation of mortgages or security interests, (iii)
dispositions of material assets, (iv) the making of investments, (v) the
payment of dividends on, or redemption of, certain classes of capital stock of
ARA and Services and (vi) certain significant changes of control of ARA. Under
the Credit Agreement, ARA is required to maintain certain specified minimum
ratios of cash flow to fixed charges and to total borrowings and certain
minimum levels of net worth (as defined).
The Credit Agreement contains various event of default provisions,
including default in payment of principal or interest, material
misrepresentations in the Credit Agreement, default in compliance with the
other terms of the Credit Agreement or the related guarantees, bankruptcy,
default on other indebtedness, failure to satisfy or stay certain judgments or
orders entered against ARA or any of its subsidiaries, failure to pay when due
certain amounts with respect to certain employee benefit plans, and other
events with respect to such plans.
Guarantees and Security Interests. Borrowings under the Credit Agreement
are guaranteed by all of ARA's wholly-owned domestic subsidiaries and by ARA,
and ARA's guarantee is collateralized by the stock of Services and all other
wholly-owned direct subsidiaries of ARA.
Limitation on Dividends and Other Payments. The terms of the Credit
Agreement contain restrictions on the transfer of funds to ARA by its
subsidiaries for the payment of dividends, repurchases of capital stock and
payment of interest and principal in certain circumstances on ARA's debt. In
addition, upon an event of default under the Credit Agreement, Services and
other subsidiaries of ARA would be prohibited from making dividend or other
payments to ARA. Since ARA's only significant assets are its investments in
Services and its other subsidiaries, ARA would, upon an event of default, be
unable to meet the required payments on the Subordinated Securities.
DESCRIPTION OF SECURITIES AND GUARANTEE
Subordinated Securities may be issued from time to time in one or more
series under an Indenture (the "Subordinated Indenture") between ARA and The
Bank of New York, as Trustee (the "Subordinated Trustee"). The Guaranteed
Securities may be issued from time to time in one or more series under an
Indenture (the "Guaranteed Indenture") among ARA, Services and The Bank of New
York, as Trustee (the "Guaranteed Trustee"). The Subordinated Indenture and
the Guaranteed Indenture are sometimes referred to collectively as the
"Indentures," and the Subordinated Trustee and the Guaranteed Trustee are
sometimes referred to collectively as the "Trustee." The statements under this
caption are brief summaries of certain provisions contained in the Indentures,
do not purport to be complete and are qualified in their entirety by reference
to the Indentures, including the definitions therein of certain terms, copies
of which are filed as exhibits to the Registration Statement of which this
Prospectus is a part.
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General
Each Indenture provides for the issuance of debt securities in one or
more series, and does not limit the principal amount of debt securities which
may be issued thereunder.
Reference is made to the Prospectus Supplement for the following terms of
the Securities being offered hereby: (1) the title of the Securities; (2)
whether the Securities are Subordinated Securities or Guaranteed Securities;
(3) the aggregate principal amount of the Securities; (4) the date on which
the principal of the Securities is payable; (5) the rate or rates or the
method for determining such rate or rates, if any, at which the Securities
will bear interest; (6) the times at which any such interest will be payable;
(7) any provisions relating to optional or mandatory redemption of the
Securities; (8) if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which the Securities are authorized to
be issued; (9) the place or places at which ARA or Services will make payments
of principal (and premium, if any) and interest, if any; (10) the person to
whom any Security of such series will be payable, if other than the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest; (11)
any additional covenants (or modifications to covenants set forth herein);
(12) if other than the principal amount thereof, the portion of the principal
amount of Securities of the series which shall be payable upon declaration of
acceleration of the Maturity; (13) the Offer to Purchase Price applicable to
the Securities of any series; and (14) any other specific terms of the
Securities, which terms shall not be inconsistent with such Indentures.
One or more series of the Securities may be issued as Original Issue
Discount Securities. An "Original Issue Discount Security" is a Security,
including any zero-coupon Security, which is issued at a price lower than the
amount payable at the Stated Maturity thereof or which provides that upon
redemption or acceleration of the Maturity thereof an amount less than the
amount payable upon the Stated Maturity thereof and determined in accordance
with the terms thereof shall become due and payable.
Form, Exchange, Registration and Transfer
Securities may be presented for registration of transfer (with the form
of transfer endorsement thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent designated by ARA or
Services, as the case may be, for such purpose with respect to any series of
Securities and referred to in an applicable Prospectus Supplement, without
service charge and upon payment of any taxes and other governmental charges as
described in the relevant Indenture. Such transfer or exchange will be
effected upon the Security Registrar or such transfer agent, as the case may
be, being satisfied with the documents of title and identity of the person
making the request. ARA and Services have appointed the Trustee as Security
Registrar with respect to the Securities.
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In the event of any redemption in part, ARA or Services, as the case may
be, shall not be required to (i) issue, register the transfer of or exchange
any Security during a period beginning at the opening of business 15 days
before the mailing of a notice of redemption of Securities of like tenor and
of the series of which such Security is a part, and ending at the close of
business on the date of such mailing and (ii) register the transfer of or
exchange any Security so selected for redemption, in whole or in part, except
the unredeemed portion of any Security being redeemed in part.
Payment and Paying Agent
Unless otherwise indicated in an applicable Prospectus Supplement,
payment of principal of and premium (if any) on any Security will be made only
against surrender to the Paying Agent of such Security. Unless otherwise
indicated in an applicable Prospectus Supplement, principal of and any
premium, if any, and interest on Securities will be payable, subject to any
applicable laws and regulations, at the office of such Paying Agent or Paying
Agents as ARA or Services, as the case may be, may designate from time to
time, except that at the option of ARA or Services, as the case may be,
payment of any interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the Security Register
with respect to such Securities. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of interest on a Security on any Interest
Payment Date will be made to the person in whose name such Security (or a
Predecessor Security) is registered at the close of business on the Regular
Record Date for such interest. Unless otherwise indicated in an applicable
Prospectus Supplement, the corporate trust office of The Bank of New York in
The City of New York will be designated ARA's and Services' sole Paying Agent
for payments with respect to Securities of each series.
All moneys paid by ARA or Services to a Paying Agent for the payment of
the principal of and premium, if any, or interest on any Security of any
series which remain unclaimed at the end of two years after such principal,
premium, if any, or interest shall have become due and payable will be repaid
to ARA or Services, as the case may be, and the holder of such Security will
thereafter look only to ARA or Services, as the case may be, for payment
thereof.
Certain Covenants Applicable to Subordinated Securities and Guaranteed
Securities
Unless otherwise indicated in the applicable Prospectus Supplement, the
following covenants are applicable to Subordinated Securities and Guaranteed
Securities.
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Mergers, Consolidations and Certain Sales and Purchases of Assets. ARA
(i) shall not consolidate with or merge with or into any Person who is not a
Subsidiary or permit any Person who is not a Subsidiary to consolidate with or
merge with or into ARA or any Subsidiary; (ii) shall not directly or
indirectly transfer, convey, sell, lease or otherwise dispose of all or
substantially all of its assets as an entirety; and (iii) shall not, and shall
not permit any Subsidiary to, acquire Capital Stock of any other Person who is
not a Subsidiary such that such Person becomes a Subsidiary or directly or
indirectly purchase, lease or otherwise acquire all or substantially all of
the assets of any Person as an entirety or any existing business (whether
existing as a separate entity, subsidiary, division, unit or otherwise) of any
Person, unless (with respect to this clause (iii)) either (X) the amount of
consideration (including any Indebtedness assumed by or which becomes an
obligation of ARA or such Subsidiary in connection therewith and the fair
market value of property other than cash, as determined in good faith by the
Board of Directors) paid for such Capital Stock or assets of any Person is
less than or equal to 1% of Consolidated Tangible Assets as of the most
recently available quarterly or annual consolidated balance sheet of ARA or
(Y) the amount of consideration (including any Indebtedness assumed by or
which becomes an obligation of ARA or such Subsidiary in connection therewith
and the fair market value of property other than cash, as determined in good
faith by the Board of Directors) paid for such Capital Stock or assets plus
the aggregate amount of consideration (including any Indebtedness assumed by
or which becomes an obligation of ARA or such Subsidiary in connection
therewith and the fair market value of property other than cash, as determined
in good faith by the Board of Directors) paid by ARA or its Subsidiaries for
other such acquisitions (excluding acquisitions referred to in clause (X) and
excluding acquisitions permitted below and excluding any acquisitions in
respect of which ARA makes an Offer to Purchase in accordance with the
provisions of the following paragraph) consummated during the prior 12 months
does not exceed 10% of the Consolidated Tangible Assets of ARA as of the most
recently available quarterly or annual consolidated balance sheet of ARA.
Notwithstanding the above, any such transaction described above may occur if:
(1) in the case ARA or Services shall consolidate with or merge with or into
another Person or shall directly or indirectly transfer, convey, sell, lease
or otherwise dispose of all or substantially all of its assets as an entirety,
the successor company shall be a domestic corporation, partnership, or trust
and shall expressly assume the obligations of ARA or Services, as the case may
be, under the Indenture; (2) immediately before and after giving effect to
such transaction and treating any Indebtedness which becomes an obligation of
ARA or a Subsidiary as a result of such transaction as having been incurred by
ARA or such Subsidiary at the time of the transaction, no default shall have
happened and be continuing; and (3) immediately after giving effect to such
transaction or, if applicable, the portion of such transaction that exceeds
the amount of consideration otherwise permitted under clause (iii) above, the
Consolidated Cash Flow Ratio of ARA or, if applicable, a successor company for
the immediately preceding four full fiscal quarters, for which quarterly or
annual consolidated financial statements of ARA are available on a pro forma
basis, as if such transaction had taken place at the beginning of such four
full fiscal quarters, is equal to or greater than 2.0 to 1 or such other ratio
specified in the applicable Prospectus Supplement.
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No default in the performance, or breach, of the Mergers, Consolidations
and Certain Sales and Purchases of Assets covenant shall be deemed to have
occurred so as to result in an Event of Default with respect to the securities
of any series by reason of any merger, consolidation, divestiture, sale,
disposition or acquisition described above, unless and until ARA fails to make
an Offer to Purchase within five Business Days of any such merger,
consolidation, divestiture, sale, disposition or acquisition at a price equal
to the Offer to Purchase Price. (Section 801 of the Subordinated Indenture and
Section 801 of the Guaranteed Indenture)
Provision of Financial Statements. For so long as ARA is subject to the
Exchange Act, ARA shall file with the Commission the annual reports, quarterly
reports and other documents (the "Documents") on or prior to the respective
dates (the "Required Filing Dates") such Documents are required to be so filed
under the Exchange Act. If ARA is not required to file Documents under the
Exchange Act, ARA shall prepare quarterly and annual financial statements
including any notes thereto in accordance with generally accepted accounting
principles (and with respect to any annual financial statement, obtain an
auditors' report by a firm of established national reputation), and a
quarterly and annual "Management's Discussion and Analysis of Financial
Condition and Results of Operations," prepared substantially in accordance
with the requirements of the Exchange Act or any successor provision thereto
(collectively with the quarterly and annual financial statements, the
"Alternative Documents"). ARA shall within 30 days of each Required Filing
Date (i) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, without cost to such Holders, and (ii) file with the
Trustee copies of the Documents or the Alternative Documents and if filing
such Documents by ARA with the Commission is not required under the Exchange
Act, promptly upon written request supply copies of Alternative Documents to
any legitimate prospective Holder. (Section 1008 of the Subordinated Indenture
and Section 1008 of the Guaranteed Indenture)
Limitation on Restricted Payments. As long as the Securities of any
series are outstanding ARA (i) shall not, directly or indirectly, declare or
pay any dividend or make any distribution in cash or property, in respect of
any class of its Capital Stock, or to the holders of any class of its Capital
Stock (including pursuant to a merger or consolidation of ARA, but excluding
any dividends or distributions payable solely in shares of its Capital Stock
or in options, warrants or other rights to acquire its Capital Stock), (ii)
shall not, and shall not permit any Subsidiary to, directly or indirectly,
purchase, redeem or otherwise acquire or retire for value (a) any Capital
Stock of ARA or (b) any options, warrants or right to purchase or acquire
shares of Capital Stock of ARA, (iii) shall not after the date of the
Indentures make, or permit any Subsidiary to make, any loan, advance, capital
contribution to or investment in, or payment on a guarantee of any obligation
of, any Affiliate, other than ARA, a Subsidiary or an Affiliate that becomes a
Subsidiary by reason of any such payment and (iv) shall not, and shall not
permit any Subsidiary to, directly or indirectly, declare or pay any dividend
or make any distribution in cash or property, in respect of any Minority
Interest hereinafter created (excluding any dividends or distributions payable
solely in shares of Capital Stock of such Subsidiary or in options, warrants
or other right to acquire such Capital Stock) (except as further excluded
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below, the transactions described in clauses (i) through (iv), only to the
extent they exceed in the aggregate in any fiscal year 2% of Consolidated
Tangible Assets as of the most recently available annual consolidated balance
sheet of ARA, are referred to herein as "Restricted Payments"), if at the time
thereof: (1) a default, or an event that with the lapse of time or the giving
of notice, or both, would constitute a default, shall have occurred and is
continuing, or (2) such transaction constitutes a Restricted Payment and upon
giving effect to such Restricted Payment, the aggregate of all Restricted
Payments from May 15, 1989 exceeds the sum of: (a) 50% of cumulative
Consolidated Net Income (or, in the case cumulative Consolidated Net Income
shall be negative, 100% of such deficit) for the period from September 30,
1988 to the end of the most recently available quarterly or annual
consolidated income statements of ARA; provided, however, that the net income
(loss) of any Person acquired by ARA in a pooling-of-interests transaction for
any period prior to the date of such transaction shall not be included in the
calculation of cumulative Consolidated Net Income; and (b) 100% of the
aggregate net proceeds, including the fair value of property other than cash,
from the issuance of Capital Stock of ARA (and, in the event ARA merges or
consolidates with another Person in a transaction in which the outstanding
common stock of ARA prior to the transaction is canceled, the Consolidated Net
Worth of such other Person but not less than zero) and warrants, rights or
options on Capital Stock and the principal amount of Indebtedness of ARA that
has been converted into Capital Stock of ARA after the date of the original
issuance of securities of such series.
Restricted Payments shall not include the following: (i) the payment of
any dividend within 60 days after declaration thereof if at the declaration
date such payment would have complied with the foregoing provisions; (ii) any
purchase, repurchase, redemption, defeasance or other acquisition or
retirement of ARA's Series Preferred Stock and dividends paid in respect
thereof; or (iii) payments in redemption of Capital Stock or options to
purchase Capital Stock but only to the extent that the cash payments (for
either direct cash payments or for cash principal payments on notes issued in
connection with any such redemption of Capital Stock or options), in respect
of such Capital Stock shall not exceed in any fiscal year 1% of Consolidated
Tangible Assets as of the most recently available quarterly or annual
consolidated balance sheet of ARA.
No default in the performance, or breach, of this covenant shall be
deemed to have occurred so as to result in an Event of Default with respect to
the securities of such series by reason of any Restricted Payment, (A) if the
Consolidated Cash Flow Ratio for the immediately preceding four full fiscal
quarters for which quarterly or annual consolidated financial statements of
ARA are available, on a pro forma basis, as if such Restricted Payment (or
portion thereof) made after the end of such four full fiscal quarters had been
made at the beginning of such four full fiscal quarters is equal to or greater
than 2.0 to 1 or such other ratio specified in the applicable Prospectus
Supplement; or (B) unless and until ARA fails to make an Offer to Purchase the
Securities within five Business Days of such Restricted Payment at a price
equal to the Offer to Purchase Price. (Section 1009 of the Subordinated
Indenture and Section 1009 of the Guaranteed Indenture)
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Limitation on Certain Security Interests. The Indentures provide that ARA
may not create, incur or permit to exist any security interest in shares of
Capital Stock of Services ((except those security interests arising with
respect to Indebtedness of Services), without making effective provision
whereby the Securities will be secured equally and ratably with (or prior to)
such security interest; provided, however, that the foregoing shall not apply
with respect to a security interest arising with respect to indebtedness of
any Subsidiary. Compliance by ARA with the foregoing may be waived by the
holders of not less than a majority of the principal amount of Securities of
each series at the time outstanding. The limitation on certain security
interests would automatically terminate in the event of a merger or
consolidation of ARA and Services or the sale of substantially all of the
assets of Services or ARA to the other. (Section 1006 of the Subordinated
Indenture and Section 1006 of the Guaranteed Indenture) See "The Credit
Agreement."
Redemption
If the Securities of a series provide for mandatory redemption by ARA or
Services, as the case may be, or redemption at the election of ARA or
Services, as the case may be, unless otherwise provided in the applicable
Prospectus Supplement, such redemption shall be on not less than 30 nor more
than 60 days' notice and, in the event of redemption in part, the Securities
to be redeemed will be selected by the Trustee by lot. Notice of such
redemption will be mailed to holders of Securities of such series to their
last addresses as they appear on the register of the Securities of such
series.
Defeasance
The Prospectus Supplement will state if any defeasance provision will
apply to the Securities of the Series offered thereby.
The Indentures provide, if such provision is made applicable to the
Securities of any series pursuant to Section 301 of the Indentures, that ARA
or Services, as the case may be, may elect either (A) to defease and be
discharged from any and all obligations with respect to such Securities
(except for the obligations to register the transfer or exchange of such
Securities, to replace temporary or mutilated, destroyed, lost or stolen
Securities, to maintain an office or agency in respect of the Securities and
to hold moneys for payment in trust) ("defeasance") or (B) to be released from
its obligations with respect to such Securities under Section 501(6), 801 and
1007 through 1010 of the Guaranteed Indenture or Sections 501(6), 801 and 1006
through 1010 of the Subordinated Indenture (being the cross-default provision
described in clause (vi) under "Events of Default" and the restrictions
described under "Certain Covenants Applicable to Subordinated Securities and
Guaranteed Securities" and, in the case of Subordinated Securities, "Terms
Applicable to the Subordinated Securities-Certain Additional Covenants
Applicable to Subordinated Securities" ("covenant defeasance")), upon the
deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money and/or U.S. Government Obligations which through the payment
of principal and interest in accordance with their terms will provide money in
an amount sufficient to pay the principal of (and premium, if any) and
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<PAGE> 12
interest on such Securities, and any mandatory sinking fund or analogous
payments thereon, on the scheduled due dates therefor. Such a trust may be
established only if, among other things, ARA or Services, as the case may be,
has delivered to the Trustee an opinion of counsel (as specified in the
Indentures) to the effect that the Holders of such Securities will not
recognize income, gain or loss for Federal income tax purposes as a result of
such defeasance or covenant defeasance and will be subject to Federal income
tax on the same amounts, in the same manner and at the same times as would
have been the case if such defeasance or covenant defeasance had not occurred.
Such opinion, in the case of defeasance under clause (A) above, must refer to
and be based upon a ruling of the Internal Revenue Service or a change in
applicable Federal income tax law occurring after the date of the Indentures.
The Prospectus Supplement may further describe the provisions, if any,
permitting such defeasance or covenant defeasance with respect to the
Securities of a particular series. (Article Thirteen of the Guaranteed
Indenture and Article Fourteen of the Subordinated Indenture)
Solely Corporate Obligations
No recourse for payment of principal of or interest on any Security or
for any claim based on any Security or the lndentures shall be had against the
Trustee, the Paying Agent, the Security Registrar or any director, officer or
stockholder of ARA or any director or officer of Services.
Governing Law
The Indentures and the Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
TERMS APPLICABLE TO THE SUBORDINATED SECURITIES
Modification of the Subordinated Indenture
The Subordinated Indenture contains provisions permitting ARA and the
Trustee, with the consent of holders of not less than 66-2/3% in principal
amount of the debt securities which are affected by the modification, to
modify the Subordinated Indenture or any supplemental indenture or the rights
of the holders of the debt securities issued under such Indenture; provided
that no such modification may, without the consent of the holder of each
outstanding debt security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any, on,
any Security, (b) reduce the principal amount of, or premium or rate of
interest, if any, on, any Security, (c) reduce the amount of principal of an
Original Issue Discount Security payable upon acceleration of the maturity
thereof, (d) change the place or currency of payment of principal of, or
premium or interest, if any, on, any Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security, (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of whose holders is required for
modification or amendment of the Subordinated Indenture or for waiver of
compliance with certain provisions of the Subordinated Indenture or for waiver
of certain defaults, or (g) modify any of the provisions enumerated under
"Terms Applicable to the Subordinated Securities-Modification of the
Subordinated Indenture," except to increase any such percentage or to provide
that certain other provisions of the Subordinated Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby. (Section 902 of the Subordinated Indenture)
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<PAGE> 13
Subordination
The indebtedness evidenced by the Subordinated Securities (including
principal and interest) will be subordinated in right of payment to all
present and future Senior Indebtedness. (Section 1301 of the Subordinated
Indenture) "Senior Indebtedness" is defined in the Subordinated Indenture to
mean "principal of, premium, if any, and interest on: (1) all indebtedness
incurred or guaranteed by ARA, either before or after the date hereof, which
is evidenced by an instrument of indebtedness or reflected on the accounting
records of ARA as a payable (excluding ARA's 12-1/2% Subordinated Debentures
Due 2001, 12% Subordinated Debentures Due 2000, 13% Subordinated Debentures
Due 1997, 12-1/2% Subordinated Convertible Installment Notes due 2000, 10%
Subordinated Exchangeable Debentures Due 2000 and 10% Subordinated
Exchangeable Notes Due 2000 and 8-1/2% Subordinated Notes Due 2003, all of
which shall rank pari passu with the Subordinated Securities, and any other
debt which by the terms of the instrument creating or evidencing the same is
not superior in right of payment to the Subordinated Securities) including,
without limitation, as Senior Indebtedness (a) any amount payable with respect
to any lease, conditional sale or installment sale agreement or other
financing instrument or agreement which in accordance with generally accepted
accounting principles is, at the date hereof or at the time the lease,
conditional sale or installment sale agreement or other financing instrument
or agreement is entered into, or assumed or guaranteed by, directly or
indirectly, ARA, required to be reflected as a liability on the face of the
balance sheet of ARA and (b) any amounts payable in respect to any interest
rate exchange agreement, currency exchange agreement or similar agreement and
(c) any subordinated indebtedness of a corporation merged with or into or
acquired by ARA and (2) any renewals or extensions or refunding of any such
Senior Indebtedness or evidences of indebtedness issued in exchange for such
Senior Indebtedness." (Section 101 of the Subordinated Indenture)
The Subordinated Indenture provides that, in the event of dissolution,
winding up, liquidation or reorganization of ARA, all Senior Indebtedness must
be paid in full, or provision made for such payment, before any payment or
distribution is made upon principal of or interest on Subordinated Securities.
(Section 1302 of the Subordinated Indenture) By reason of such subordination,
in the event of liquidation or insolvency, creditors of ARA who are holders of
Senior Indebtedness, which, as indicated above, would include trade creditors
and other general creditors of ARA, may recover more, ratably, than the
holders of the Subordinated Securities. In addition, such subordination will
prevent ARA from making any payment with respect to the Subordinated
Securities in the event and during the continuation of any default with
respect to Senior Indebtedness that would permit or automatically effect
acceleration of the maturity thereof, or if a payment with respect to the
Subordinated Securities would result in any such event of default with respect
to Senior Indebtedness, or if any payment with respect to Senior Indebtedness
is then due and payable. (Section 1305 of the Subordinated Indenture) The
Subordinated Indenture does not limit the aggregate amount of Senior
Indebtedness which may be issued. See "Certain Additional Covenants Applicable
to Subordinated Securities" for certain other restrictions. ARA's bank credit
agreement has covenants which may have the effect of limiting its ability to
incur additional Senior Indebtedness. See "The Credit Agreement."
<PAGE>
<PAGE> 14
Events of Default
An "Event of Default" with respect to Subordinated Securities of any
series is defined in the Subordinated Indenture to mean, among other things:
(i) failure to pay principal of (and premium, if any, on) any Subordinated
Security of such series when due, including by reason of an Offer to Purchase
that has been mailed; (ii) failure to pay interest on any Subordinated
Security of such series when due and continuance of such failure for 30 days;
(iii) failure by ARA to comply with the provisions described under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed
Securities-Mergers, Consolidations and Certain Sales and Purchases of Assets"
and "Certain Covenants Applicable to Subordinated Securities and Guaranteed
Securities-Limitation on Restricted Payments;" (iv) failure to make any
sinking fund payment, if any, applicable to the Securities of such series; (v)
failure by ARA to perform any other covenant in the Subordinated Indenture and
continuance of such failure for 60 days after notice given to ARA by the
Trustee or to ARA and the Trustee by the Holders of at least 25% in principal
amount of the Subordinated Securities of such series at the time outstanding;
(vi) a default under any indebtedness for money borrowed by ARA or any
Subsidiary in excess of $10,000,000, if such indebtedness is not discharged,
or such acceleration is not annulled, within 10 days after notice given to ARA
by the Trustee or to ARA and the Trustee by the Holders of at least 25% in
principal amount of the Subordinated Securities of such series; and (vii)
certain events of bankruptcy, insolvency or reorganization of ARA or any
Significant Subsidiary. (Section 501 of the Subordinated Indenture)
ARA is required to furnish to the Trustee within 120 days after the end
of each fiscal year a statement of certain officers of ARA as to whether such
officers have obtained knowledge of any default under the Subordinated
Indenture during such fiscal year. (Section 1004 of the Subordinated
Indenture)
The Trustee or the Holders of 25% in principal amount of the outstanding
Subordinated Securities of any series may declare to be due and payable
immediately, by a notice in writing to ARA (and to the Trustee if given by
Holders of Subordinated Securities), upon the happening of any Event of
Default with respect to the Subordinated Securities of such series, all unpaid
principal on the Subordinated Securities of such series outstanding at that
time. (Section 502 of the Subordinated Indenture) Upon any such declaration,
all such unpaid principal will become immediately due and payable on all
outstanding Subordinated Securities of such series. (Section 502 of the
Subordinated Indenture) The holders of not less than a majority in principal
amount of the outstanding Subordinated Securities of any series are authorized
to waive any past default and its consequences, except a default in the
payment of principal of (and premium, if any, on) or interest on any
Subordinated Security, or a default with respect to a covenant or provision
which cannot be modified or amended without the consent of the Holder of each
outstanding Subordinated Security of any series affected. (Section 513 of the
Subordinated Indenture) Subject to the provisions of the Indenture relating to
the duties of the Trustee, the Trustee is under no obligation to exercise any
of its rights or powers under the Subordinated Indenture at the request or
direction of any of the Holders of Subordinated Securities of any series
<PAGE>
<PAGE> 15
unless such Holders have offered to the Trustee reasonable indemnity. (Section
603(e) of the Subordinated Indenture) Subject to all provisions of the
Subordinated Indenture and applicable law, the Holders of a majority in
principal amount of the Subordinated Securities of any series outstanding at
that time have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust
or power conferred on the Trustee. (Section 512 of the Subordinated Indenture)
Certain Additional Covenants Applicable to Subordinated Securities
Unless otherwise indicated in the applicable Prospectus Supplement, the
following covenant, in addition to the covenants set forth under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed Securities,"
shall be applicable to the Subordinated Securities of any series.
Limitation on Layered Indebtedness and Subsidiary Preferred Stock. ARA
shall not (i) permit any Restricted Subsidiary to incur any Indebtedness that
would rank subordinate in right of payment to any other Indebtedness of such
Restricted Subsidiary or to issue any Preferred Stock or (ii) Incur any
Indebtedness or, if ARA and Services merge with or consolidate into each other
and such Successor Company becomes the primary obligor with respect to any
significant portion of the then existing consolidated indebtedness owing to a
bank or syndicate of banks, Incur any indebtedness which is subordinate in
right of payment to any other indebtedness for borrowed money of such
Successor Company, unless, in either case, such indebtedness is Pari Passu
Debt or is subordinate in right of payment to the Subordinated Securities of
any series. The foregoing limitation shall not apply to (A) distinctions
between categories of Indebtedness which exist by reason of any liens arising
or created in respect of some but not all Indebtedness or (B) any
intercreditor agreements (to which ARA is not a party) among different classes
of creditors of ARA.
Notwithstanding the foregoing, ARA (i) may Incur any subordinated
Indebtedness in connection with the funding of a payment in redemption of
Capital Stock as is permitted under the provisions described under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed
Securities-Limitation on Restricted Payments" above; (ii) may guarantee any
Indebtedness of any Subsidiary; (iii) may Incur any Indebtedness owed by ARA
to any Subsidiary (provided that such Indebtedness is at all times held by the
Subsidiary of ARA); provided, however, that for purposes of this covenant,
upon either (x) the transfer or other disposition by such Subsidiary of any
Indebtedness so permitted to a Person other than ARA or another Subsidiary of
ARA or (y) the issuance (other than directors' qualifying shares), sale,
lease, transfer or other disposition of shares of Capital Stock (including by
consolidation or merger) of such Subsidiary to a Person other than ARA or
another such wholly-owned Subsidiary such that the Subsidiary is no longer a
Subsidiary, the provisions of the clause (iii) shall no longer be applicable
to such indebtedness and such indebtedness shall be deemed to have been
Incurred at the time of such transfer or other disposition; (iv) may, and may
permit any Restricted Subsidiary to, Incur any Indebtedness of a Person
through the acquisition of such Person, subject to the Mergers, Consolidations
and Certain Sales and Purchases of Assets covenant, so long as such
Indebtedness was incurred by such Person prior to the time (A) such Person
became a Subsidiary, (B) such Person merges with or consolidates with or into
a Subsidiary or (C) another Subsidiary merges with or into such Person (in a
transaction in which such Person becomes a Subsidiary), and such Indebtedness
<PAGE>
<PAGE> 16
was not Incurred in anticipation of such acquisition and was outstanding prior
to such acquisition; (v) may, and may permit any Restricted Subsidiary to,
Incur subordinated Indebtedness in principal amount and issue Preferred Stock
having a liquidation value which in aggregate does not exceed 2% of
Consolidated Tangible Assets as of the most recently available quarterly or
annual consolidated balance sheet outstanding; and (vi) may Incur any
Indebtedness in contemplation of a refunding or refinancing of any existing
Pari Passu Debt; provided, however, that such new Indebtedness (A) is Pari
Passu Debt or is subordinate in right of payment to the Subordinated
Securities, and (B) does not exceed the principal amount of Indebtedness so
refunded or refinanced. (Section 1010 of the Subordinated Indenture)
TERMS APPLICABLE TO THE GUARANTEED DEBT SECURITIES
Modification of the Guaranteed Indenture
The Guaranteed Indenture contains provisions permitting Services, ARA and
the Guaranteed Trustee, with the consent of Holders of not less than 66-2/3%
in principal amount of the Guaranteed Securities which are affected by the
modification, to modify the Guaranteed Indenture or any supplemental indenture
or the rights of the holders of the debt securities issued under such
Indenture; provided that no such modification may, without the consent of the
holder of each outstanding debt security affected thereby, (a) change the
stated maturity date of the principal of, or any installment of principal of
or interest, if any, on any Guaranteed Security, (b) reduce the principal
amount of, or premium or rate of interest, if any, on, any Security, (c)
reduce the amount of principal of an original issue discount Guaranteed
Security payable upon acceleration of the maturity thereof, (d) change the
place or currency of payment of principal of, or premium or interest, if any,
on, any Guaranteed Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Guaranteed Security, (f)
reduce the percentage in principal amount of Outstanding Guaranteed Securities
of any series the consent of whose holders is required for modification or
amendment of the Guaranteed Indenture or for waiver of compliance with certain
provisions of the Guaranteed Indenture or for waiver of certain defaults, or
(g) modify any of the provisions enumerated under "Terms Applicable to the
Guaranteed Debt Securities-Modification of the Guaranteed Indenture" except to
increase any such percentage or to provide that certain other provisions of
the Guaranteed Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby. (Section 902 of the
Guaranteed Indenture)
Events of Default
An "Event of Default" with respect to any series of Guaranteed Securities
is defined in the Guaranteed Indenture to mean, among other things: (i)
failure to pay principal of (and premium, if any, on) any Guaranteed Security
of such series when due, including by reason of the Offer to Purchase that has
been mailed; (ii) failure to pay interest on any Guaranteed Security of such
series when due and continuance of such failure for 30 days; (iii) failure by
ARA or Services to comply with the provisions described under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed
Securities-Mergers, Consolidations and Certain Sales and Purchases of Assets"
and "Certain Covenants Applicable to Subordinated Securities and Guaranteed
Securities-Limitation on Restricted Payments;" (iv) failure to make any
sinking fund payment applicable to the Guaranteed Securities of such series;
(v) failure by ARA or Services to perform any other covenant in the Guaranteed
Indenture and continuance of such failure for 60 days after notice given to
<PAGE>
<PAGE> 17
ARA and Services by the Trustee or to Services and the Trustee by the Holders
of at least 25% in principal amount of the Guaranteed Securities of such
series at the time outstanding; (vi) a default under any indebtedness for
money borrowed by Services, ARA or any Subsidiary of ARA in excess of
$10,000,000, if such indebtedness is not discharged, or such acceleration is
not annulled, within 10 days after notice given to Services and ARA by the
Trustee or to Services and ARA and the Trustee by the Holders of at least 25%
in principal amount of the Guaranteed Security of such series; and (vii)
certain events of bankruptcy, insolvency or reorganization of ARA, Services or
any Significant Subsidiary. (Section 501 of the Guaranteed Indenture)
ARA and Services are required to furnish to the Trustee within 120 days
after the end of each fiscal year a statement of certain officers of ARA and
Services as to whether such officers have obtained knowledge of any default
under the Indenture during such fiscal year. (Section 1004 and Section 1011 of
the Guaranteed Indenture)
The Trustee or the Holders of 25% in principal amount of the outstanding
Guaranteed Securities of each series may declare to be due and payable
immediately, by a notice in writing to Services (and to the Guaranteed Trustee
if given by Holders), upon the happening of any Event of Default with respect
to the Guaranteed Securities of such series, all unpaid principal on the
Guaranteed Securities of such series outstanding at that time. (Section 502 of
the Guaranteed Indenture) Upon any such declaration, all such unpaid principal
will become immediately due and payable on all outstanding Guaranteed
Securities of such series. (Section 502 of the Guaranteed Indenture) The
Holders of not less than a majority in principal amount of the outstanding
Guaranteed Securities of such series are authorized to waive any past default
and its consequences, except a default in the payment of principal of (and
premium, if any, on) or interest on any Guaranteed Security, or a default with
respect to a covenant or provision which cannot be modified or amended without
the consent of the Holder of each outstanding Guaranteed Security affected.
(Section 513 of the Guaranteed Indenture) Subject to the provisions of the
Guaranteed Indenture relating to the duties of the Trustee, the Trustee is
under no obligation to exercise any of its rights or powers under the
Guaranteed Indenture at the request or direction of any of the Holders of the
Guaranteed Securities of such series unless such Holders have offered to the
Trustee reasonable indemnity. (Section 603(e) of the Guaranteed Indenture)
Subject to all provisions of the Guaranteed Indenture and applicable law, the
Holders of a majority in principal amount of the Guaranteed Securities of such
series outstanding at that time have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee. (Section 512 of the
Guaranteed Indenture)
Guarantee
ARA will guarantee the punctual payment of the principal of, premium, if
any, and interest on the Guaranteed Securities, when and as the same shall be
due and payable. The guarantee is absolute and unconditional, irrespective of
any circumstance that might otherwise constitute a legal or equitable
discharge of a surety or guarantor. To evidence the guarantee, a Guarantee,
executed by ARA will be endorsed on each Guaranteed Security.
<PAGE>
<PAGE> 18
CERTAIN DEFINITIONS
"Affiliate" of any Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. Affiliate shall
include, for purposes of the provisions described under "Certain Covenants
Applicable to Subordinated Securities and Guaranteed Securities-Limitation on
Restricted Payments," without limitation, any Person owning (a) 5% or more of
ARA's outstanding Common Stock, or (b) 5% or more of ARA's Voting Stock.
"Consolidated Cash Flow Available for Fixed Charges" means with respect
to ARA and its Subsidiaries for any period Consolidated Net Income for such
period plus the aggregate amounts deducted in determining Consolidated Net
Income for such period in respect of (i) income taxes, (ii) Consolidated
Interest Expense, (iii) depreciation, amortization and other similar non-cash
charges and (iv) minority interest as determined in accordance with generally
accepted accounting principles.
"Consolidated Cash Flow Ratio" means with respect to ARA and its
Subsidiaries for any period the ratio of (i) Consolidated Cash Flow Available
for Fixed Charges for the period for which such calculation is made to (ii)
Consolidated Interest Expense for such period; provided, that in making such
computation, the Consolidated Interest Expense shall be reduced by the
interest expense attributable to any Indebtedness not outstanding at the end
of the period.
"Consolidated Interest Expense" means for any period the aggregate
interest expense (net of interest income) of ARA and its Subsidiaries for such
period including, without limitation (i) the portion of any obligation in
respect of any Capital Lease Obligation allocable to interest expense in
accordance with generally accepted accounting principles and (ii) the portion
of any debt discount that shall be amortized in such period.
"Consolidated Net Income" means for any period the consolidated net
income (or loss) of ARA and its Subsidiaries determined in accordance with
generally accepted accounting principles, excluding any unusual items of gain
or loss.
"Consolidated Net Worth" of a Person other than ARA means the
consolidated shareholders' equity of such Person and its subsidiaries, as
determined on a consolidated basis in accordance with generally accepted
accounting principles.
"Consolidated Tangible Assets" of ARA and its Subsidiaries means total
assets of ARA and its Subsidiaries less goodwill, all determined in accordance
with generally accepted accounting principles.
<PAGE>
<PAGE> 19
"Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, assume, guarantee, incur or otherwise become
liable in respect of such Indebtedness or other obligation or the recording,
as required pursuant to generally accepted accounting principles, of any such
Indebtedness or other obligation on the consolidated balance sheet of any such
Person (and "lncurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in generally
accepted accounting principles that results in an obligation of such Person
that exists at such time becoming Indebtedness shall not be deemed an
Incurrence of such Indebtedness.
"Indebtedness" shall mean (without duplication), with respect to any
Person, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other
similar instruments, including obligations Incurred in connection with the
acquisition of property, assets or businesses, (iii) every obligation of such
Person issued or assumed as the deferred purchase price of property (but
excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business which are not overdue by more than 90 days or
which are being contested in good faith), (iv) all Capital Lease Obligations
of such Person and (v) every obligation of the type referred to in clauses (i)
through (iv) of another Person and all dividends of another Person for the
payment of which, in either case, such Person has guaranteed or is responsible
or liable, directly or indirectly, as obligor, guarantor or otherwise.
"Minority Interests" means Capital Stock of a Restricted Subsidiary not
owned by ARA or another Subsidiary.
"Offer to Purchase" means with respect to any series of Securities, a
written notice (referred to as the "Notice") delivered to the Trustee and
given by ARA or Services, as the case may be, via first-class mail, postage
prepaid, to each Holder of Securities of such series at his address appearing
in the Security Register, stating that the Holder may elect to have his
Securities purchased by ARA or Services, as the case may be, either in whole
or in part in integral multiples of $1,000 of principal amount, at the
applicable purchase price. The Notice shall specify a purchase date not less
than 30 days nor more than 60 days after the date of such Notice (referred to
as the "Purchase Date"). The Notice shall contain all instructions and
materials necessary to enable such Holder to tender Securities of such series
pursuant to an Offer to Purchase. The Notice, which shall govern the terms of
an Offer to Purchase, shall state:
(1) the Section of the lndentures under which the Offer to Purchase is
being made;
(2) that the Offer to Purchase is for any and all Securities of such
series, the applicable purchase price and the Purchase Date;
(3) the name and address of the Paying Agent and that Securities of such
series called for purchase must be surrendered to the Paying Agent
to collect the purchase price;
<PAGE>
<PAGE> 20
(4) that interest on any Security of such series not tendered or
tendered but not purchased by ARA or Services, as the case may be,
will continue to accrue;
(5) that any Security of such series accepted for payment pursuant to an
Offer to Purchase shall cease to accrue interest after the Purchase
Date;
(6) that each Holder of Securities of such series electing to have a
Security of such series purchased pursuant to an Offer to Purchase
will be required to surrender such Security to the Paying Agent at
the address specified in the Notice prior to the close of business
on the Purchase Date; and
(7) that Holders of Securities of such series will be entitled to
withdraw their election if the Paying Agent receives, not later than
the close of business on the Purchase Date, a telegram, telex,
facsimile transmission or letter setting forth the name of the
Holder, the principal amount of the Security of such series the
Holder delivered for purchase, the certificate number of the
Security the Holder delivered and a statement that such Holder is
withdrawing his election to have the Securities purchased.
"Offer to Purchase Price" with respect to the Securities of any series
means the price or prices specified in the applicable Prospectus Supplement as
the price or prices at which an Offer to Purchase will be made in accordance
with the covenants described under "Certain Covenants Applicable to
Subordinated Securities and Guaranteed Securities---Mergers, Consolidations
and Certain Sales and Purchases of Assets" and "---Limitation on Restricted
Payments."
"Pari Passu Debt" means any Indebtedness of ARA for money borrowed
whether outstanding at the date hereof or incurred thereafter, that ranks pari
passu with the Subordinated Securities.
"Restricted Subsidiary" means any domestic corporation of which more than
80 percent of the outstanding Voting Stock shall, at the time as of which any
determination is being made, be owned by ARA either directly or through
subsidiaries.
"Significant Subsidiary" means each and any Subsidiary which (i)
accounted for more than 5% of the consolidated revenues of ARA and its
Subsidiaries for the fiscal year ended on the date of the most recently
available audited consolidated balance sheet; (ii) accounted for more than 5%
of the Consolidated Net Income of ARA and its Subsidiaries for the fiscal year
ended on the date of the most recently available audited consolidated balance
sheet; or (iii) was the owner of more than 5% of the consolidated assets of
ARA and its Subsidiaries as of the date of the most recently available audited
consolidated balance sheet.
"Voting Stock" means, with respect to any Person, Capital Stock (however
designated) having general voting power for the election of a majority of the
members of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency). (Section 101 of the Subordinated Indenture and Section 101
of the Guaranteed Indenture)
<PAGE>
<PAGE> 21
VALIDITY OF SECURITIES AND GUARANTEE
The validity of the Securities and Guarantee will be passed upon for ARA
and Services by Martin W. Spector, Executive Vice President, Secretary and
General Counsel of ARA. Mr. Spector owns 754,000 shares of Class B Common
Stock of ARA.
EXPERTS
The audited consolidated financial statements and schedules of The ARA
Group, Inc. and subsidiaries included in ARA's Annual Report on Form 10-K for
the year ended October 1, 1993 incorporated herein by reference have been
audited by Arthur Andersen & Co., independent public accountants, as set forth
in their report also incorporated herein by reference. In their report, that
firm states that with respect to amounts included for Versa Services Ltd.
(ARA's Canadian subsidiary), its opinion is based on the report of other
independent public accountants, namely Ernst & Young, Chartered Accountants,
whose report is also incorporated herein by reference. The audited
consolidated financial statements and schedules referred to above have been
incorporated by reference herein in reliance upon the reports of said firms
and upon the authority of said firms as experts in accounting and auditing.
Subsequent audited financial statements of ARA and the reports thereon of
ARA's independent public accountants, to the extent incorporated herein by
reference, have been so incorporated in reliance upon the reports of those
accountants and upon the authority of those accountants as experts in
accounting and auditing to the extent such accountants have audited those
financial statements and consented to the use in this Prospectus of their
reports thereon.
PLAN OF DISTRIBUTION
ARA or Services may sell the Securities to or through underwriters, and
also may sell the Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the Securities, underwriters may receive
compensation from ARA or Services or from purchasers of the Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell the Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Securities may be deemed to be underwriters, and
any discounts or commissions received by them from ARA or Services and any
profit on the resale of the Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933 (the
"Act"). Any such underwriter or agent will be identified, and any such
compensation received from ARA or Services will be described, in the
Prospectus Supplement.
<PAGE>
<PAGE> 22
Under agreements which may be entered into by ARA or Services,
underwriters and agents who participate in the distribution of the Securities
may be entitled to indemnification by ARA and Services against certain
liabilities, including liabilities under the Act.
If so indicated in the Prospectus Supplement, ARA and Services will
authorize underwriters or other persons acting as ARA's and Services' agents
to solicit offers by certain institutions to purchase the Securities from ARA
or Services pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds, investment
companies, educational and charitable institutions and others, but in all
cases such institutions must be approved by ARA and Services. The obligations
of any purchaser under any such contract will be subject to the condition that
the purchase of the Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
<PAGE>
<PAGE> 23
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and distribution
of the securities being registered are:
Registration Fee......................... $68,966
Fees and Expenses of Accountants......... *
Fees and Expenses of Counsel............. *
Rating Agency Fees....................... *
Trustee's Fees........................... *
Blue Sky Fees and Expenses............... *
Printing and Expenses.................... *
Miscellaneous............................ *
-----------------
Total................................ *
=================
* To be completed by amendment.
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes the
indemnification of directors and officers of Delaware corporations under
specified circumstances.
Article Nine of the Restated Certificate of Incorporation and Article VII
of the Bylaws of the registrant provide for the indemnification of directors,
officers, employees and agents against expenses actually and reasonably
incurred in connection with certain stated proceedings and under certain
stated conditions.
Directors and officers of ARA are insured for losses resulting from civil
claims against them in their capacities as such.
Item 16. Exhibits.
(1)(a) Form of Underwriting Agreement relating to Subordinated
Securities. *
(1)(b) Form of Underwriting Agreement relating to the Guaranteed
Securities. *
(4)(a) Form of Subordinated Indenture, between The ARA Group, Inc. and
The Bank of New York relating to the Subordinated Securities. *
(4)(b) Form of Guaranteed Indenture among The ARA Group, Inc., ARA
Services, Inc. and The Bank of New York relating to the
Guaranteed Securities. *
(5) Opinion of Counsel. **
<PAGE>
<PAGE> 24
(12)(a) Computation of Consolidated Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to ARA's Annual Report
on Form 10-K for the year ended October 1, 1993).
(24)(a) Consents of Independent Accountants and Chartered Accountants.
(24)(b) Consent of Counsel (included in Exhibit (5)).
(25) Powers of Attorney.
(26) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939.
* Incorporated by reference to Registration Statement on Form S-3, File No.
33-41357.
** To be filed by amendment.
Item 17. Undertakings.
The undersigned Registrants hereby undertake:
(a)(1)To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement.
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if (A) the
Registration Statement is on Form S-3 or S-8 and (B) the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
<PAGE> 25
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrants' annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrants pursuant to the provisions referred to in the first and second
paragraphs of Item 15 of this Registration Statement, or otherwise, the
Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification by the Registrants against such liabilities (other than the
payment by the Registrants of expenses incurred or paid by a director, officer
or controlling person of the Registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE>
<PAGE> 26
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia and Commonwealth of Pennsylvania, on
March 8, 1994.
THE ARA GROUP, INC.
By: Martin W. Spector
-------------------------
Martin W. Spector
Executive Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 8, 1994.
Signature Title
- --------- -----
Joseph Neubauer Chairman and President and Director
- ---------------------- (Principal Executive Officer)
Joseph Neubauer
James E. Ksansnak Executive Vice President
- ---------------------- (Principal Financial Officer)
James E. Ksansnak
Alan J. Griffith Controller
- ---------------------- (Principal Accounting Officer)
Alan J. Griffith
Robert J. Callander
Alan K. Campbell
Ronald R. Davenport
Davre J. Davidson
Philip L. Defliese
Lee F. Driscoll, Jr. Directors
Mitchell S. Fromstein
Thomas H. Kean
Edward G. Jordan
Reynold C. MacDonald
James E. Preston
Martin W. Spector
- ----------------------
Martin W. Spector
Attorney-in-Fact
<PAGE>
<PAGE> 27
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia and the Commonwealth of Pennsylvania,
on March 8, 1994.
ARA SERVICES, INC.
By: Martin W. Spector
-------------------------
Martin W. Spector
Vice President and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on March 8, 1994.
Signature Title
- --------- -----
Joseph Neubauer President and Director
- ---------------------- (Chief Executive Officer)
Joseph Neubauer
James E. Ksansnak Vice President
- --------------------- (Principal Financial Officer)
James E. Ksansnak
Alan J. Griffith Assistant Treasurer
- ---------------------- (Chief Accounting Officer)
Alan J. Griffith
Martin W. Spector Director
- ---------------------
Martin W. Spector
<PAGE>
<PAGE>
<PAGE> 28
EXHIBIT INDEX
(1)(a) Form of Underwriting Agreement relating to Subordinated Securities. *
(1)(b) Form of Underwriting Agreement relating to the Guaranteed
Securities. *
(4)(a) Form of Subordinated Indenture, between The ARA Group, Inc. and
The Bank of New York relating to the Subordinated Securities. *
(4)(b) Form of Guaranteed Indenture among The ARA Group, Inc., ARA Services,
Inc. and The Bank of New York relating to the Guaranteed Securities. *
(5) Opinion of Counsel. **
(12)(a) Computation of Consolidated Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to ARA's Annual Report on
Form 10-K for the year ended October 1, 1993).
(23)(a) Consents of Independent Accountants and Chartered Accountants.
(23)(b) Consent of Counsel (included in Exhibit (5)).
(24) Powers of Attorney
(25) Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939.
* Incorporated by reference to Registration Statement on Form S-3,
File No. 33-41357.
** To be filed by amendment.
<PAGE>
<PAGE>
<PAGE> 29
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the inclusion in this
Registration Statement of our report dated November 10, 1993 and to the
incorporation by reference in this Registration Statement of our report dated
November 10, 1993 included in The ARA Group, Inc.'s Form 10-K for the year
ended October 1, 1993 and to all references to our Firm included in this
Registration Statement on Form S-3.
ARTHUR ANDERSEN & CO.
Philadelphia, Pennsylvania
March 4, 1994
<PAGE>
<PAGE> 30
EXHIBIT 23(a)
CONSENT OF CHARTERED ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement on Form S-3 and related Prospectus of The ARA Group,
Inc. and to the incorporation by reference therein of our report dated
November 17, 1993 with respect to the consolidated financial statements of
Versa Services Ltd., which report is included in the Annual Report (Form 10-K)
of The ARA Group, Inc. for the year ended October 1, 1993 filed with the
Securities and Exchange Commission.
Ernst & Young
Mississauga, Canada Chartered Accountants
March 3, 1994
<PAGE>
<PAGE>
<PAGE> 31
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Robert J. Callander
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 32
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Alan K. Campbell
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 33
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Ronald R. Davenport
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 34
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Davre J. Davidson
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 35
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Philip L. Defliese
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 36
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Lee F. Driscoll, Jr.
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 37
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Mitchell S. Fromstein
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 38
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Thomas H. Kean
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 39
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Edward G. Jordan
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 40
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Reynold C. MacDonald
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 41
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
Joseph Neubauer
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE> 42
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned director of The ARA Group, Inc., a Delaware corporation (the
"Company") hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign a registration statement for up to $200
million principal amount of debt securities of
the Company and/or its subsidiaries, and
amendments thereto which the Company may file
with the Securities and Exchange Commission
pursuant to the Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with any of such registration
statement or amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such registration statement or
amendment thereto shall be conclusive evidence of such approval).
James E. Preston
Dated: February 8, 1994 -----------------------------------
Signature
<PAGE>
<PAGE>
<PAGE> 43
CONFORMED COPY
==============================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
--------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
--------------------
THE ARA GROUP, INC.
(Exact name of obligor as specified in its charter)
Delaware 23-2319139
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The ARA Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
(Address of principal executive offices) (Zip code)
--------------------
ARA SERVICES, INC.
(Exact name of obligor as specified in its charter)
Delaware 95-3051630
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
The ARA Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
(Address of principal executive offices) (Zip code)
--------------------------
Debt Securities
(Title of the indenture securities)
==============================================================================
<PAGE>
<PAGE> 44
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- ------------------------------------------------------------------------------
Name Address
- ------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None. (See Note on page 3.)
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and Rule 24
of the Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
<PAGE>
<PAGE> 45
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE>
<PAGE> 46
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by
the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 2nd day of March, 1994.
THE BANK OF NEW YORK
By: LLOYD A. MCKENZIE
---------------------------------
Name: Lloyd A. McKenzie
Title: Assistant Vice President
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
September 30, 1993, published in accordance with a call made by
the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository
institutions:
Noninterest-bearing balances and
currency and coin ................ $ 4,112,299
Interest-bearing balances .......... 607,187
Securities ........................... 3,712,310
Federal funds sold in domestic offices
of the bank ........................ 613,944
Loans and lease financing receivables:
Loans and leases, net of unearned
income .................23,923,315
Less Allowance for loan and lease
losses ....................800,277
Less Allocated transfer risk
reserve ....................35,768
Loans and leases, net of unearned
income, allowance and reserve .... 23,087,270
Assets held in trading accounts ...... 959,333
Premises and fixed assets (including
capitalized leases) ................ 664,500
Other real estate owned .............. 102,235
Investments in unconsolidated subsi-
diaries and associated companies ... 170,664
Customers liability to this bank on
acceptances outstanding ............ 909,084
Intangible assets .................... 45,858
Other assets 1,562,551
-----------
Total assets $36,547,235
===========
LIABILITIES
Deposits:
In domestic offices ................ $19,443,240
Noninterest-bearing .......7,387,665
Interest-bearing .........12,055,575
In foreign offices, Edge and Agree-
ment Subsidiaries, and IBFs ........ 8,104,447
Noninterest-bearing ..........80,823
Interest-bearing ..........8,023,624
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Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsi-
diaries, and in IBFs:
Federal funds purchased ............ 1,505,573
Securities sold under agreements to
repurchase ....................... 48,225
Demand notes issued to the U.S.
Treasury ........................... 300,000
Other borrowed money ................. 1,082,537
Bank's liability on acceptances exe-
cuted and outstanding .............. 909,970
Subordinated notes and debentures .... 1,070,780
Other liabilities .................... 1,305,376
-----------
Total liabilities .................... 33,770,148
-----------
EQUITY CAPITAL
Perpetual preferred stock and related
surplus ........................... 75,000
Common stock ........................ 942,284
Surplus ............................. 474,677
Undivided profits and capital
reserves .......................... 1,291,716
Cumulative foreign Currency transla-
tion adjustments .................. ( 6,590)
------------
Total equity capital ................ 2,777,087
-----------
Total liabilities, limited-life pre-
ferred stock, and equity capital .. $36,547,235
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and
is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and
to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.
+
J. Carter Bacot |
Alan R. Griffith | Directors
Thomas A. Renyi |
+
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