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Registration No.
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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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ARAMARK CORPORATION
(Exact name of co-registrant as specified in its charter)
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Delaware 23-2319139
(State of incorporation) (IRS Employee Identification Number)
ARAMARK Tower
1101 Market Street 19107
Philadelphia, Pennsylvania (Zip Code)
(Address of principal executive offices)
(215) 238-3000
(Co-registrant's telephone number, including area code)
ARAMARK SERVICES, INC.
(Exact name of co-registrant as specified in its charter)
Delaware 95-2051630
(State of incorporation) (IRS Employer Identification Number)
ARAMARK Tower 19107
1101 Market Street (Zip Code)
Philadelphia, Pennsylvania
(Address of principal executive offices)
(215) 238-3000
(Issuer's telephone number, including area code)
Donald S. Morton
Associate General Counsel
ARAMARK 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. | |
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|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |............
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | |............
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum Amount of
Title of each class of securities to be Amount to be offering price aggregate registration
registered registered per unit(2) offering price(2) fee
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Senior Securities or Subordinated
Securities .......................................... $250,000,000 (1) 100% (3) $250,000,000 (3) $50,000
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Guarantees - Evidencing
Guarantees of Senior Securities $250,000,000 (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 $250,000,000.
(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 Senior 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. 33-52587).
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 amendement 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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Debt Securities
of
ARAMARK Corporation
or
ARAMARK Services, Inc.
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ARAMARK Corporation ("ARAMARK") may offer from time to time
subordinated debt securities (the "Subordinated Securities") and ARAMARK
Services, Inc. ("Services") may offer from time to time its debt securities (the
"Guaranteed Securities," and 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 $400,000,000. 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 ARAMARK, which Guarantee will rank on a parity with all
unsecured and unsubordinated indebtedness of ARAMARK. The Subordinated
Securities are unsecured and subordinated to all present and future Senior
Indebtedness of ARAMARK and will rank on a parity with ARAMARK's outstanding
subordinated indebtedness. See "Description of Securities and Guarantee."
ARAMARK 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.
---------------
The date of this Prospectus is December , 1995.
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AVAILABLE INFORMATION
ARAMARK 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 ARAMARK 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 W. 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 ARAMARK
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 ARAMARK 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
ARAMARK and Services hereby incorporate by reference in this Prospectus
the following documents:
(a) ARAMARK's Annual Report on Form 10-K for the year ended
September 30, 1994, filed pursuant to Section 13 of the Exchange Act; and
(b) ARAMARK's Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 30, 1994, March 31, 1995 and June 30, 1995 filed pursuant
to Section 13 of the Exchange Act.
All documents filed by ARAMARK 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 Donald S. Morton, ARAMARK, 1101 Market Street,
Philadelphia, Pennsylvania 19107 or (215) 238-3240 or to ARAMARK c/o
Registration Department.
ARAMARK CORPORATION
ARAMARK, through Services and its other subsidiaries, is engaged in
providing or managing services, including food, leisure and support services,
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uniform services, health and education services and distributive services.
ARAMARK provides most of its services in the United States. ARAMARK also
conducts operations, primarily management of food services, in Belgium, Canada,
the Czech Republic, Germany, Hungary, Japan, Korea, Mexico, Spain and the United
Kingdom. See "Business."
Services provides the majority of the food services provided by
ARAMARK's operations to businesses, government, educational and health care
institutions. Through subsidiaries, Services also conducts the majority of
ARAMARK's operations outside the United States.
ARAMARK's management shareholders (approximately 1,000 individuals) and
their permitted transferees own approximately 51% of the outstanding common
stock on a common stock equivalent basis (representing approximately 91.2% of
the voting power) and ARAMARK's employee benefit plans own an additional
approximately 22% of the outstanding common stock on a common stock equivalent
basis.
ARAMARK and Services, each a Delaware corporation, have their principal
executive offices at ARAMARK Tower, 1101 Market Street, Philadelphia,
Pennsylvania 19107, and their telephone number is (215) 238-3000. Unless the
context otherwise requires, references to ARAMARK include ARAMARK 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 ARAMARK or Services to
repay borrowings under the Credit Agreement. See "The Credit Agreement."
THE CREDIT AGREEMENT
ARAMARK, through its wholly-owned subsidiary Services, has a $1.0
billion revolving credit facility with a group of banks (the "Credit
Agreement"). Interest under the Credit Agreement is based on the Prime Rate plus
a spread of 0% to 5/8% (as of April 1, 1995 - 0%), London Inter-Bank Offered
Rate (LIBOR) plus a spread of 1/8% to 1-1/8% (as of April 1, 1995 - 1/2%) or the
Certificate of Deposit Rate plus a spread of 1/4% to 1-1/4% (as of April 1, 1995
- - 5/8%), at the option of Services. The spread is based on certain financial
ratios and borrowing levels as defined. Services also pays a fee of 1/4 of 1% on
the entire credit facility. Morgan Guaranty Trust Company of New York, an
affiliate of J.P. Morgan Securities Inc., is a co-agent under the Credit
Agreement.
Commitment Reductions. The outstanding commitments of $1.0 billion
under the Credit Agreement are subject to quarterly reductions of $15.6 million
starting in December 1995 which increase annually thereafter. The final maturity
for the Credit Agreement is October 2001. 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 payment of dividends on, or redemption
of, certain classes of capital stock of ARAMARK and Services, and (v) certain
significant changes of control of ARAMARK. Under the Credit Agreement, ARAMARK
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.
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 ARAMARK 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. Borrowings under the Credit Agreement are Guaranteed by all
of ARAMARK's and Services' wholly-owned domestic subsidiaries and by ARAMARK.
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 ARAMARK 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 ARAMARK, 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
"lndentures," 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 lndentures,
do not purport to be complete and are qualified in their entirety by reference
to the lndentures, 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.
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 ARAMARK 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
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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, the Applicable Average Life, the
Applicable Stated Maturity and the Acquisition Average Life applicable to the
Securities of any series; and (14) any other specific terms of the Securities,
which terms shall not be inconsistent with such lndentures.
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 endorsed thereon duly executed), at the office of the Security
Registrar or at the office of any transfer agent designated by ARAMARK 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. ARAMARK and Services have appointed the Trustee as Security Registrar
with respect to the Securities.
In the event of any redemption in part, ARAMARK 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
ARAMARK or Services, as the case may be, may designate from time to time, except
that at the option of ARAMARK 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 ARAMARK's and Services' sole Paying Agent for payments with respect
to Securities of each series.
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All moneys paid by ARAMARK 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
ARAMARK and Services, as the case may be, and the holder of such Security will
thereafter look only to ARAMARK 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.
Mergers, Consolidations and Certain Sales and Purchases of Assets.
ARAMARK (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 ARAMARK 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 ARAMARK 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 ARAMARK or (Y) the
amount of consideration (including any Indebtedness assumed by or which becomes
an obligation of ARAMARK 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 ARAMARK 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 ARAMARK 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
ARAMARK 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 ARAMARK as of the most recently available
quarterly or annual consolidated balance sheet of ARAMARK. Notwithstanding the
above, any such transaction described above may occur if: (1) in the case
ARAMARK 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 ARAMARK 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 ARAMARK
or a Subsidiary as a result of such transaction as having been incurred by
ARAMARK 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 ARAMARK or, if applicable, a successor company
for the immediately preceding four full fiscal quarters, for which quarterly or
annual consolidated financial statements of ARAMARK are available on a pro forma
basis, as if such transaction had taken place at the beginning of such four full
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fiscal quarters, is equal to or greater than 2.0 to 1 or such other ratios
specified in the applicable Prospectus Supplement.
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
ARAMARK 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 ARAMARK is subject to
the Exchange Act, ARAMARK 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 ARAMARK is not required to file Documents
under the Exchange Act, ARAMARK 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"). ARAMARK shall (X) 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 (Y) if
filing such Documents by ARAMARK 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 1009 of the Guaranteed Indenture)
Limitation on Restricted Payments. As long as the Securities of any
series are outstanding ARAMARK (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 ARAMARK, 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 ARAMARK or (b)
any options, warrants or right to purchase or acquire shares of Capital Stock of
ARAMARK, (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
ARAMARK, 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 below, the transactions described in
clauses (i) through (iv), only to the extent they exceed in the aggregate in any
fiscal year 3% of Consolidated Tangible Assets as of the most recently available
annual consolidated balance sheet of ARAMARK, 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
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sum of: (a) 50% of cumulative Consolidated Net Income (or, in the case
cumulative Consolidated Net Income shall be negative, minus 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 ARAMARK;
provided, however, that the net income (loss) of any Person acquired by ARAMARK
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 ARAMARK (and,
in the event ARAMARK merges or consolidates with another Person in a transaction
in which the outstanding common stock of ARAMARK 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 ARAMARK that has been converted into Capital Stock of ARAMARK
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 ARAMARK'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
ARAMARK.
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
ARAMARK 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 ratios specified in the applicable Prospectus
Supplement; or (B) unless and until ARAMARK 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 1010 of the Guaranteed Indenture)
Limitation on Certain Security Interests. The Indentures provide that
ARAMARK 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 ARAMARK 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 ARAMARK and Services or the sale of substantially all of the
assets of Services or ARAMARK to the other. (Section 1006 of the Subordinated
Indenture and Section 1007 of the Guaranteed Indenture) See "The Credit
Agreement."
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Redemption
If the Securities of a series provide for mandatory redemption by
ARAMARK or Services, as the case may be, or redemption at the election of
ARAMARK 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 in such usual manner
as it shall deem fair and appropriate. 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 ARAMARK
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) and 1007 through 1010 of the
Guaranteed Indenture or Sections 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 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, ARAMARK 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 ARAMARK or Services.
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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 ARAMARK 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)
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 ARAMARK, either before or after the date hereof, which is
evidenced by an instrument of indebtedness or reflected on the accounting
records of ARAMARK as a payable (excluding ARAMARK's 8 1/2% Subordinated Notes
Due 2003, 10% Subordinated Notes Due 2000, 10% Subordinated Debentures Due 2000,
13% Subordinated Debentures Due 1997 and 12 1/2% Subordinated Convertible
Installment Notes due 2000, 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, ARAMARK, required to be reflected as a
liability on the face of the balance sheet of ARAMARK 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 ARAMARK and (2) any renewals or
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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 ARAMARK, 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 ARAMARK who are holders of
Senior Indebtedness, which, as indicated above, would include trade creditors
and other general creditors of ARAMARK, may recover more, ratably, than the
holders of the Subordinated Securities. In addition, such subordination will
prevent ARAMARK 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.
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
ARAMARK 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 "-- Limitation on
Restricted Payments;" (iv) failure to make any sinking fund payment, if any,
applicable to the Securities of such series; (v) failure by ARAMARK to perform
any other covenant in the Subordinated Indenture and continuance of such failure
for 60 days after notice given to ARAMARK by the Trustee or to ARAMARK 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 ARAMARK 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 ARAMARK by the Trustee or to
ARAMARK 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 ARAMARK or any Significant
Subsidiary. (Section 501 of the Subordinated Indenture)
ARAMARK is required to furnish to the Trustee within 120 days after the
end of each fiscal year a statement of certain officers of ARAMARK 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 ARAMARK (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
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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 any 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 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.
ARAMARK 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 ARAMARK 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
ARAMARK is not a party) among different classes of creditors of ARAMARK.
Notwithstanding the foregoing, ARAMARK (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 ARAMARK to any
Subsidiary (provided that such Indebtedness is at all times held by the
Subsidiary of ARAMARK); 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 ARAMARK or another Subsidiary
of ARAMARK 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 ARAMARK 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
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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 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 SECURITIES
Modification of the Guaranteed Indenture
The Guaranteed Indenture contains provisions permitting Services,
ARAMARK 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 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 ARAMARK 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
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ARAMARK or Services to perform any other covenant in the Guaranteed Indenture
and continuance of such failure for 60 days after notice given to ARAMARK 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, ARAMARK or any Subsidiary of ARAMARK 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 by the Trustee or to Services 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 ARAMARK, Services or any Significant Subsidiary. (Section 501
of the Guaranteed Indenture)
ARAMARK 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
ARAMARK and Services as to whether such officers have obtained knowledge of any
default under the Indenture during such fiscal year. (Section 1004 and Section
1005 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 50 2 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 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
ARAMARK 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
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equitable discharge of a surety or guarantor. To evidence the Guarantee, a
Guarantee, executed by ARAMARK will be endorsed on each Guaranteed Security.
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
ARAMARK's outstanding Common Stock, or (b) 5% or more of ARAMARK's Voting Stock.
"Consolidated Cash Flow Available for Fixed Charges" means with respect
to ARAMARK 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 ARAMARK 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 ARAMARK 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 ARAMARK 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 ARAMARK 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 ARAMARK and its Subsidiaries means
total assets of ARAMARK and its Subsidiaries less goodwill, all determined in
accordance with generally accepted accounting principles.
"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
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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 ARAMARK 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 ARAMARK 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 ARAMARK 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 lndenture 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;
(4) that interest on any Security of such series not tendered or
tendered but not purchased by ARAMARK 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
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(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 ARAMARK 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 ARAMARK either directly or through
subsidiaries.
"Significant Subsidiary" means each and any Subsidiary which (i)
accounted for more than 5% of the consolidated revenues of ARAMARK 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 ARAMARK 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
ARAMARK 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)
VALIDITY OF SECURITIES AND GUARANTEE
The validity of the Securities and Guarantee will be passed upon for
ARAMARK and Services by Martin W. Spector, Executive Vice President, Secretary
and General Counsel of ARAMARK and for the underwriters by Sullivan & Cromwell,
New York, New York. Mr. Spector owns 744,236 shares of Class B Common Stock of
ARAMARK.
EXPERTS
The audited consolidated financial statements and schedules of ARAMARK
Corporation and subsidiaries included in ARAMARK's Annual Report on Form 10-K
for the year ended September 30, 1994 incorporated herein by reference have been
audited by Arthur Andersen LLP, independent public accountants, as set forth in
their reports also incorporated herein by reference. In their reports, that firm
states that with respect to amounts included for Versa Services Ltd. (ARAMARK's
Canadian subsidiary), its opinion is based on the reports of other auditors,
namely Ernst & Young, Chartered Accountants, whose reports are also
17
<PAGE>
incorporated herein by reference. The financial statements and schedules
referred to above have been incorporated 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 ARAMARK and the reports
thereon of ARAMARK'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
ARAMARK 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 ARAMARK 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 ARAMARK 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
ARAMARK or Services will be described, in the Prospectus Supplement.
Under agreements which may be entered into by ARAMARK or Services,
underwriters and agents who participate in the distribution of the Securities
may be entitled to indemnification by ARAMARK and Services against certain
liabilities, including liabilities under the Act.
If so indicated in the Prospectus Supplement, ARAMARK and Services will
authorize underwriters or other persons acting as ARAMARK's and Services' agents
to solicit offers by certain institutions to purchase the Securities from
ARAMARK 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 ARAMARK 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.
18
<PAGE>
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...................................... $ 50,000
Fees and Expenses of Accountants...................... 20,000*
Fees and Expenses of Counsel.......................... 10,000*
Rating Agency Fees.................................... 110,000*
Trustee's Fees........................................ 10,000*
Blue Sky Fees and Expenses............................ 35,000*
Printing and Expenses................................. 45,000*
Miscellaneous......................................... 30,000*
---------
Total $210,000*
=========
* Estimated
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 ARAMARK 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 ARAMARK
Corporation and The Bank of New York relating to the
Subordinated Securities. *
(4)(b) Form of Guaranteed Indenture among ARAMARK Corporation,
ARAMARK Services, Inc. and The Bank of New York relating
to the Guaranteed Securities. *
(5) Opinion of Counsel.
19
<PAGE>
(12) Computation of Consolidated Ratios of Earnings to Fixed
Charges (incorporated by reference to Exhibit 12 to
ARAMARK's Annual Report on Form 10-K for the year ended
September 30, 1994.)
(23.1) Consents of Arthur Anderson LLP, Independent Public
Accountants
(23.2) Consent of Ernst & Young, Chartered Accountants.
(23.3) 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.
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.
(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.
20
<PAGE>
(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.
21
<PAGE>
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
November 14, 1995.
ARAMARK CORPORATION
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 November 14, 1995.
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 Vice President & Controller and
- ------------------------------- Chief Accounting Officer
Alan J. Griffith (Principal Accounting Officer)
Robert J. Callander
Alan K. Campbell
Ronald R. Davenport
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
22
<PAGE>
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
November , 1995.
ARAMARK 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 November , 1995.
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
23
<PAGE>
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 ARAMARK Corporation and The
Bank of New York relating to the Subordinated Securities.*
(4)(b) Form of Guaranteed Indenture among ARAMARK Corporation, ARAMARK
Services, Inc. and The Bank of New York relating to the Guaranteed
Securities.*
(5) Opinion of Counsel.
(12) Computation of Consolidated Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to ARAMARK's Annual Report on
Form 10-K for the year ended September 30, 1994).
(23.1) Consents of Arthur Anderson LLP, Independent Public Accountants
(23.2) Consent of Ernst & Young Chartered Accountants.
(23.3) 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.
24
<PAGE>
EXHIBIT 5
(215) 238-3581
November 14, 1995
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Re: ARAMARK Corporation and ARAMARK Services, Inc.
Registration Statement on Form S-3 dated November 14, 1995
--------------------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President, Secretary and General Counsel of ARAMARK
Corporation and Vice President and Secretary of ARAMARK Services, Inc., both
Delaware corporations (the "Companies"), and as such am familiar with the
preparation of the above-captioned registration statement on Form S-3, which is
being filed by the Companies with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, to register the public offering from
time to time of up to $250,000,000 aggregate principal amount of debt securities
(the "Securities"). I am familiar with the Indenture dated as of July 15, 1991,
between ARAMARK Corporation and The Bank of New York, as Trustee and the
Indenture dated as of July 15, 1991 between the Companies and The Bank of New
York, as Trustee which are exhibits to the Companies registration statement on
Form S-3, Registration No. 33-41357 (the "Indentures"). I have also examined
such records, documents, statutes and decisions as I have deemed relevant.
In my opinion, when the respective Boards of Directors of the Companies
have established the terms of the Securities pursuant to a Resolution duly filed
with the Trustee, and when the respective Boards of Directors of the Companies
have approved the the issue and sale of the Securities, and when the Securities
have been duly executed by the Companies and authenticated by the Trustee and
delivered to the purchasers thereof against payment of the purchase price
therefor, the Securities will be legally issued, valid and binding obligations
of the Companies, enforceable against the Companies in accordance with their
terms, except as may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights in general. The enforceability of
the Companies obligations under the Securities are subject to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and to all references to me in the Registration
Statement.
Very truly yours,
/s/ Martin W. Spector
--------------------------------
Martin W. Spector
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 7, 1994
included in ARAMARK Corporation's Form 10-K for the year ended September 30,
1994 and to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
November 14, 1995
<PAGE>
EXHIBIT 23.2
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 ARAMARK
Corporation and to the incorporation by reference therein of our report dated
November 16, 1994, with respect to the consolidated financial statements of
Versa Services Ltd., which report is included in the Annual Report (Form 10-K)
of ARAMARK Corporation for the year ended September 30, 1994 filed with the
Securities and Exchange Commission.
Ernst & Young
Chartered Accountants
Mississauga, Canada
November 14, 1995
<PAGE>
ALAN K. CAMPBELL
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Alan K. Campbell
----------------
Alan K. Campbell
<PAGE>
EDWARD G. JORDAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Edward G. Jordan
----------------
Edward G. Jordan
<PAGE>
JAMES E. PRESTON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ James E. Preston
----------------
James E. Preston
<PAGE>
JOSEPH NEUBAUER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Joseph Neubauer
---------------
Joseph Neubauer
<PAGE>
LEE F. DRISCOLL, JR.
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Lee F. Driscoll, Jr.
--------------------
Lee F. Driscoll, Jr.
<PAGE>
MITCHELL S. FROMSTEIN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Mitchell S. Fromstein
---------------------
Mitchell S. Fromstein
<PAGE>
PHILIP L. DEFLIESE
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Philip L. Defliese
------------------
Philip L. Defliese
<PAGE>
REYNOLD C. MACDONALD
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Reynold C. MacDonald
--------------------
Reynold C. MacDonald
<PAGE>
ROBERT J. CALLANDER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Robert J. Callander
-------------------
Robert J. Callander
<PAGE>
RONALD R. DAVENPORT
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Ronald R. Davenport
-------------------
Ronald R. Davenport
<PAGE>
THOMAS H. KEAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, 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 $250 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 the 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).
Dated: November 14, 1995 /s/ Thomas H. Kean
--------------
Thomas H. Kean
<PAGE>
================================================================================
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)
---------------
ARAMARK CORPORATION
(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.)
1101 Market Street
Philadelphia, Pennsylvania 19107-2988
(Address of principal executive offices) (Zip code)
---------------
Debt Securities
(Title of the indenture securities)
=============================================================================
<PAGE>
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 2 Rector Street, New York,
of 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. 20429
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.)
-2-
<PAGE>
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.
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.
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<PAGE>
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 13th day of November, 1995.
THE BANK OF NEW YORK
By: /s/ 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
48 Wall Street, New York, N.Y.
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 1995, 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 depos-
itory institutions:
Noninterest-bearing balances and
currency and coin .................. $ 3,025,419
Interest-bearing balances .......... 881,413
Securities:
Held-to-maturity securities ........ 1,242,368
Available-for-sale securities ...... 1,774,079
Federal funds sold in domestic
offices of the bank ................ 5,503,445
Securities purchased under agree-
ments to resell .................... 200,634
Loans and lease financing
receivables:
Loans and leases, net of unearned
income ................ 26,599,533
LESS: Allowance for loan and
lease losses ............ 516,283
Loans and leases, net of unearned
income and allowance ............. 26,083,250
-----------
Assets held in trading accounts ...... 1,455,639
Premises and fixed assets (including
capitalized leases) ................ 612,547
Other real estate owned .............. 79,667
Investments in unconsolidated
subsidiaries and associated
companies .......................... 198,737
Customers' liability to this bank on
acceptances outstanding ............ 1,111,464
Intangible assets .................... 105,263
Other assets ......................... 1,237,264
-----------
Total assets ......................... $43,511,189
===========
LIABILITIES
Deposits:
In domestic offices ................ $19,233,885
-----------
Noninterest-bearing ..... 7,677,954
Interest-bearing ........ 11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 12,641,676
Noninterest-bearing ..........72,479
Interest-bearing .........12,569,197
Federal funds purchased and secu-
rities sold under agreements to re-
purchase in domestic offices of
the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased ............ 1,747,659
Securities sold under agreements
to repurchase .................... 73,553
Demand notes issued to the U.S.
Treasury ........................... 300,000
Trading liabilities .................. 738,317
Other borrowed money:
With original maturity of one year
or less .......................... 1,586,443
With original maturity of more than
one year ......................... 220,877
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,113,102
Subordinated notes and debentures .... 1,053,860
Other liabilities .................... 1,489,252
-----------
Total liabilities .................... 40,198,624
-----------
<PAGE>
EQUITY CAPITAL
Common stock ........................ 942,284
Surplus ............................. 525,666
Undivided profits and capital
reserves .......................... 1,849,221
Net unrealized holding gains
(losses) on available-for-sale
securities ........................ ( 662)
Cumulative foreign currency transla-
tion adjustments .................. ( 3,944)
-----------
Total equity capital ................ 3,312,464
-----------
Total liabilities and equity
capital ........................... $45,511,189
===========
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 |
Thomas A. Renyi | Directors
Samuel F. Chevalier |
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