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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
ARAMARK CORPORATION
(Exact name of co-registrant as specified in its charter)
------------
Delaware 23-2319139
(State of Incorporation) (IRS Employer 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 Employee 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)
--------------------
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 interest 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate registration
per unit(2) offering price(2) fee
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<S> <C> <C> <C> <C>
Senior Securities or Subordinated
Securities ................................ $425,000,000(1) 100% (3) $425,000,000 (3) $125,375
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Guarantees - Evidencing
Guarantees of Senior Securities............ $425,000,000 (4) (4) None
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</TABLE>
(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
$425,000,000.
(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).
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 Statements on
Form S-3 (File No.
33-52587 and 64259).
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.
---------------
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 $700,000,000. 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 May , 1998.
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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. 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 October
3, 1997, filed pursuant to Section 13 of the Exchange Act; and
(b) ARAMARK's Quarterly Reports on Form 10-Q for the fiscal
quarters ended January 2, 1998 and April 3, 1998 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.
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ARAMARK CORPORATION
ARAMARK, through Services and its other subsidiaries, is engaged in
providing or managing services, including food and support services, uniform
and career apparel, educational resources and magazine distribution. ARAMARK
provides most of its services in the United States. ARAMARK also conducts
operations, primarily the 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 53% of the outstanding
common stock on a common stock equivalent basis (representing approximately
92% of the voting power) and ARAMARK's employee benefit plans own an
additional approximately 23% 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 subsidiaries Services and ARAMARK
Uniform Services Group, Inc. ("Uniform"), has a $1.4 billion revolving credit
facility with a group of banks (the "Credit Agreement"). Interest under the
Credit Agreement is based on the Prime Rate, London Inter-Bank Offered Rate
(LIBOR) plus a spread of .1/8% to .70% (as of May 12, 1998 - .30%) or the
Certificate of Deposit Rate plus a spread of .28% to .80% (as of May 12, 1998
- - .40%), at the option of Services and Uniform. The spread is based on certain
financial ratios and long-term debt ratios as defined. Services and Uniform
also pay a fee of .15% 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 $1.4 billion
under the Credit Agreement are subject to a reduction of $100 million in March
2000 and reductions of $150 million each in March 2001 and March 2002. The
final maturity for the Credit Agreement is March 2005. 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 creation of mortgages or security interests, (ii) dispositions of material
assets, and (iii) 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.
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 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
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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.
All moneys paid by ARAMARK or Services to a Paying Agent for the
payment of the principal of
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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
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forma basis, as if such transaction had taken place at the beginning of such
four full fiscal quarters, is equal to or greater than 2.0 to 1 or such other
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
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occurred and is continuing, or (2) such transaction constitutes a Restricted
Payment and upon giving effect to such Restricted Payment, the aggregate of
all Restricted Payments from May 15, 1989 exceeds the sum of: (a) 50% of
cumulative Consolidated Net Income (or, in the case cumulative Consolidated
Net Income shall be negative, 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
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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.
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 and 10%
Subordinated Debentures Due 2000, all of which shall rank pari passu with the
Subordinated Securities, and any other debt which
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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 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)
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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 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.
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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 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
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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 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
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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
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.
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"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
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;
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(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
(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
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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 876,206 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 October 3, 1997 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. 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
18
<PAGE>
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.
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 $125,375
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....................................... 44,625*
--------
Total $400,000
========
* 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.
19
<PAGE>
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.
(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
October 3, 1997.)
(23.1) Consent of Arthur Andersen LLP, Independent Public
Accountants
(23.2) 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.
20
<PAGE>
(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.
(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
May 20, 1998.
ARAMARK CORPORATION
By: /s/ 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 May 20, 1998.
Signature Title
- --------- -----
/s/ Joseph Neubauer Chairman and Director
- ----------------------------- (Principal Executive Officer)
Joseph Neubauer
/s/ L.. Frederick Sutherland Executive Vice President
- ----------------------------- (Principal Financial Officer)
L. Frederick Sutherland
/s/ Alan J. Griffith Vice President, Controller
- ---------------------------- and Chief Accounting Officer
Alan J. Griffith (Principal Accounting Officer)
Patricia C. Barron
Robert J. Callander
Ronald R. Davenport
Lee F. Driscoll, Jr.
Mitchell S. Fromstein Directors
Edward G. Jordan
Thomas H. Kean
James E. Ksansnak
Reynold C. MacDonald
James E. Preston
/s/ 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 May 20, 1998.
ARAMARK SERVICES, INC.
By: /s/ 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 May 20, 1998.
Signature Title
- --------- -----
/s/ Joseph Neubauer President and Director
- ------------------------------ (Chief Executive Officer)
Joseph Neubauer
/s/ L.. Frederick Sutherland Principal Financial Officer
- ------------------------------
L. Frederick Sutherland
/s/ Alan J. Griffith Assistant Treasurer
- ------------------------------ (Chief Accounting Officer)
Alan J. Griffith
/s/ 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 October 3, 1997).
(23.1) Consent of Arthur Andersen LLP, Independent Public Accountants
(23.2) 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
May 20, 1998
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Re: ARAMARK Corporation and ARAMARK Services, Inc.
Registration Statement on Form S-3 dated May 20, 1998
-----------------------------------------------------
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 $425,000,000 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
ARTHUR ANDERSEN LLP
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 10, 1997, included in the Annual Report of ARAMARK Corporation on
Form 10-K for the fiscal year ended October 3, 1997 and to all references to our
Firm included in or made part of this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
May 19, 1998
<PAGE>
ROBERT J. CALLANDER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Robert J. Callander
-----------------------
Robert J. Callander
<PAGE>
PATRICIA BARRON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as her Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for her and in her name as such
director, full power to:
(a) sign the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Patricia Barron
--------------------
Patricia Barron
<PAGE>
EDWARD G. JORDAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /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, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /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, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /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, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /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, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Mitchell S. Fromstein
--------------------------
Mitchell S. Fromstein
<PAGE>
REYNOLD C. MACDONALD
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Reynold C. MacDonald
------------------------
Reynold C. MacDonald
<PAGE>
RONALD R. DAVENPORT
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /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, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Thomas H. Kean
------------------
Thomas H. Kean
<PAGE>
JAMES E. KSANSNAK
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, 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 the Registration Statement on Form S-3 for up
to $425 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 report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ James E. Ksansnak
---------------------
James E. Ksansnak
<PAGE>
Exhibit 25
CONFORMED COPY
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
- --------------------------------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
- --------------------------------------------------
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.)
ARAMARK SERVICES, INC.
(Exact name of obligor as specified in its charter)
Delaware 95-2051630
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
(Address of principal executive offices) (Zip code)
----------------------
Debt Secutities
(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
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(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.
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 17 C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New
York (formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to
Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-2-
<PAGE>
CONFORMED COPY
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 5th day of May, 1998.
THE BANK OF NEW YORK
By: /s/ JAMES W.P. HALL
---------------------------
Name: JAMES W.P. HALL
Title: VICE PRESIDENT
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Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1997, 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
in Thousands
ASSETS
Cash and balance due from depository
institutions:
Noninterest-bearing balances and
currency and coin ................. $ 5,742,986
Interest-bearing balances .......... 1,342,769
Securities:
Held-to-maturity securities ........ 1,099,736
Available-for-sale securities ...... 3,882,686
Federal funds sold and Securities pur-
chased under agreements to resell... 2,568,530
Loans and lease financing
receivables:
Loans and leases, net of unearned
income .................35,019,608
LESS: Allowances for loan and
lease losses ..............627,350
LESS: Allocated transfer risk
reserve..........................0
Loans and leases, net of unearned
income, allowance, and reserve 34,392,258
Assets held in trading accounts ...... 2,521,451
Premises and fixed assets (including
capitalized leases) ................ 659,209
Other real estate owned .............. 11,992
Investments in unconsolidated
subsidiaries and associated
companies .......................... 226,263
Customers' liability to this bank on
acceptances outstanding ............ 1,187,449
Intangible assets .................... 781,684
Other assets ......................... 1,736,574
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Total assets ......................... $56,153,587
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LIABILITIES
Deposits:
In domestic offices ................ $27,031,362
Noninterest-bearing ..... 11,899,507
Interest-bearing ........ 15,131,855
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ... 13,794,449
Noninterest-bearing .........590,999
Interest-bearing ........ 13,203,450
Federal funds purchased and Securities
sold under agreements to repurchase. 2,338,881
Demand notes issued to the U.S.
Treasury ........................... 173,851
Trading liabilities .................. 1,695,216
Other borrowed money:
With remaining maturity of one year
or less ............................ 1,905,330
With remaining maturity of more than
one year through three years ..... 0
With remaining maturity of more than
three years ...................... 25,664
Bank's liability on acceptances exe-
cuted and outstanding .............. 1,195,923
Subordinated notes and debentures .... 1,012,940
Other liabilities .................... 2,018,960
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Total liabilities .................... 51,192,576
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EQUITY CAPITAL
Common stock ......................... 1,135,284
Surplus .............................. 731,319
Undivided profits and capital
reserves ........................... 3,093,726
Net unrealized holding gains
(losses) on available-for-sale
securities ......................... 36,866
Cumulative fforeign currency transla-
tion adjustments ................... ( 36,184)
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Total equity capital ................. 4,961,011
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Total liabilities and equity
capital ............................ $56,153,587
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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.
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Thomas A. Renyi |
Alan R. Griffith | Directors
J. Carter Bacot |
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