<PAGE>
Filed pursuant to Rule 424(b)(5)
Registration No. 33-52587, 33-64259, 333-53161
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 1, 1998)
LOGO
ARAMARK
ARAMARK SERVICES, INC.
$300,000,000
6 3/4% Guaranteed Notes due August 1, 2004
Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and
Interest by
ARAMARK CORPORATION
Interest payable February 1 and August 1
ISSUE PRICE 99.492%
Interest on the 6 3/4% Notes due August 1, 2004 (the "Notes") is payable semi-
annually on February 1 and August 1 of each year, commencing on February 1,
1999. The Notes issued by ARAMARK Services, Inc. ("Services" or the "Company")
are unconditionally guaranteed as to payment of principal, premium, if any, and
interest by ARAMARK Corporation ("ARAMARK" or the "Guarantor"). The Notes will
be redeemable, in whole or in part, at the option of the Company at any time at
a redemption price equal to the greater of (i) 100% of the principal amount of
such Notes and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the redemption date) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined herein) plus 25
basis points, plus, in each case, accrued interest thereon to the redemption
date. The Notes will not be entitled to any sinking fund. See "Description of
the Notes".
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 SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
- -----------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
------------ --------------- --------------
- -----------------------------------------------------
<S> <C> <C> <C>
Per Note 99.492% .625% 98.867%
- -----------------------------------------------------
Total $298,476,000 $1,875,000 $296,601,000
- -----------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from July 24, 1998.
(2) The Company and the Guarantor have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933.
(3) Before deducting estimated expenses of $375,000 payable by the Company.
The Notes offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to
their right to reject any order in whole or in part. It is expected that
delivery of the Notes will be made through the book-entry facilities of DTC on
or about July 24, 1998 against payment therefor in immediately available funds.
J.P. MORGAN & CO. GOLDMAN, SACHS & CO.
CHASE SECURITIES INC.
MORGAN STANLEY DEAN WITTER
SALOMON SMITH BARNEY
July 21, 1998
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR AND PURCHASE THE NOTES IN THE OPEN MARKET. FOR A DESCRIPTION
OF THESE ACTIVITIES, SEE "UNDERWRITING."
No Dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus or incorporated by reference herein, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Company, the Issuer or any Underwriter. This Prospectus does
not constitute an offer to sell or the solicitation of an offer to buy the
Notes by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company or the Issuer since the date
hereof or that the information contained or incorporated by reference herein
is correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<S> <C>
The Company............................................................... S- 3
Recent Developments....................................................... S- 3
Use of Proceeds........................................................... S- 3
Capitalization............................................................ S- 4
Summary Financial Data.................................................... S- 5
Description of Notes...................................................... S- 7
Underwriting.............................................................. S-13
</TABLE>
PROSPECTUS
<TABLE>
<S> <C>
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
ARAMARK Corporation......................................................... 2
Use of Proceeds............................................................. 3
The Bank Facility........................................................... 3
Description of Securities and Guarantee..................................... 3
Validity of Securities and Guarantee........................................ 16
Experts..................................................................... 16
Plan of Distribution........................................................ 16
</TABLE>
S-2
<PAGE>
THE COMPANY
ARAMARK is engaged in providing or managing services, including food and
support services, uniform and career apparel, educational resources and
magazine distribution. Services was organized in 1959 in Delaware. ARAMARK was
formed in September 1984 by the management of Services and acquired Services
in December 1984 through a merger. 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. ARAMARK employs
approximately 150,000 persons, both full and part time, including
approximately 40,000 employees outside the United States. Approximately 22,000
employees in the United States are represented by various labor unions.
On June 26, 1998, ARAMARK signed an agreement to form a joint venture for
its distributive business with another leading magazine and book wholesaler.
ARAMARK will contribute substantially all of its distribution segment's assets
and liabilities to the venture in exchange for a significant minority interest
in the venture. ARAMARK expects that any loss recognized in connection with
the transaction would be immaterial. ARAMARK will account for its interest in
the venture on the cost basis. ARAMARK expects the transaction to close within
the next few weeks.
RECENT DEVELOPMENTS
On June 15, 1998, ARAMARK completed a cash tender offer (the "Tender Offer")
for outstanding shares of its Class A common stock at a price of $500 per
share. Pursuant to the Tender Offer, ARAMARK repurchased 1,062,485 shares for
an aggregate purchase price of $531.2 million. The purchase price was financed
through additional borrowings under ARAMARK's Bank Facility. As a result of
the Tender Offer, the percentage of outstanding common stock of ARAMARK owned
by management and ARAMARK's employee benefit plans increased to 92%. See "Use
of Proceeds" and "Capitalization" in this Prospectus Supplement and "The Bank
Facility" in the Prospectus.
USE OF PROCEEDS
The proceeds of the offering of the Notes will be used by Services to repay
borrowings under the Bank Facility. At July 20, 1998, approximately 762
million was outstanding under the Bank Facility bearing interest at a weighted
average rate of 6.4% per annum and maturing in 2005. Services has borrowed
under the Bank Facility for general corporate purposes and to finance the
recently completed Tender Offer. Services expects that all of the net proceeds
of the offering will be used to repay indebtedness owed to the bank syndicate
in which Morgan Guaranty Trust Company of New York ("Morgan Guaranty") and The
Chase Manhattan Bank ("Chase") are the agents, and Morgan Guaranty and Chase
are lenders and for which J.P. Morgan Securities Inc. and Chase Securities
Inc. acted as the co-arrangers. Morgan Guaranty is an affiliate of J.P. Morgan
Securities Inc. Chase is an affiliate of Chase Securities Inc. See "Recent
Developments" and "Underwriting" in this Prospectus Supplement and "The Bank
Facility" in the Prospectus.
The Tender Offer increased ARAMARK's leverage. ARAMARK believes that the
Tender Offer did not render ARAMARK insolvent. Nonetheless, if a court in a
lawsuit by an unpaid creditor were to find that, at the time ARAMARK effected
the Tender Offer, ARAMARK (i) was insolvent, (ii) was rendered insolvent by
reason of the Tender Offer, (iii) was engaged in a business or transaction for
which the assets remaining with ARAMARK constituted unreasonably small capital
or (iv) intended to incur, or believed that it would incur, debts beyond its
ability to pay as such debts matured, such court, in the exercise of its
equitable discretion, might void the loans made by the banks (which loans
provided the financing for the Tender Offer) or subordinate them to the
interests of creditors, if any, which held claims at the time the Tender Offer
was effected, and continue to hold such claims. To the extent that such bank
loans are satisfied with proceeds of the Notes, such court, similarly, might
void the Notes or subordinate them to the interests of such creditors.
S-3
<PAGE>
CAPITALIZATION
The following table shows the consolidated capitalization of ARAMARK
Corporation as of April 3, 1998 (1) on a historical basis, (2) on a pro forma
basis after giving effect to the repurchase of shares pursuant to the Tender
Offer for total consideration of $531.2 million plus transaction costs of $3
million, the redemption of $100 million of 8.5% Subordinated Notes and the
related incurrence of additional indebtedness, and the issuance of $300
million of 7.0% Notes and the related application of the net proceeds to repay
borrowings under the Bank Facility, and (3) as adjusted for the issuance of
$300 million of the Notes, and the application of the net proceeds to repay
borrowings under the Bank Facility. See "The Bank Facility" in the Prospectus.
<TABLE>
<CAPTION>
AS
HISTORICAL PRO FORMA ADJUSTED
---------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C>
Long-Term Borrowings (including current
maturities):
Subsidiaries' Borrowings
Bank Facility (variable
rate)(1)(2)(3)........................ $ 454,400 $ 795,292 $ 499,066
7.0% Notes Due 2006 (2)................ -- 300,000 300,000
8.15% Notes Due 2005................... 150,000 150,000 150,000
6.79% Note, payable in installments
through 2003.......................... 125,000 125,000 125,000
7.10% Notes Due 2006................... 124,837 124,837 124,837
10.625% Senior Notes Due 2000.......... 100,000 100,000 100,000
8% Note Due 2002....................... 50,000 50,000 50,000
Canadian Credit Facility (variable
rate)................................. 30,488 30,488 30,488
Other Senior Debt...................... 61,693 61,693 61,693
Capital Lease Obligations.............. 2,056 2,056 2,056
The Notes.............................. -- -- 300,000
ARAMARK's Borrowings
Subordinated Notes Due 2003 (8.5%)(2).. 100,000 -- --
Subordinated Debentures and Notes Due
2000(10%)............................. 26,689 26,689 26,689
---------- ---------- ----------
Total Long-Term Borrowings............ 1,225,163 1,766,055 1,769,829
---------- ---------- ----------
Common Stock Subject to Potential Repur-
chase(4).................................. 24,885 20,000 20,000
---------- ---------- ----------
Shareholders' Equity:
Common Stock............................. 234 223 223
Other Shareholders' Equity(2)............ 420,796 (116,352) (116,352)
Common Stock Subject to Potential
Repurchase(4)........................... (24,885) (20,000) (20,000)
---------- ---------- ----------
Total Shareholders' Equity............ 396,145 (136,129) (136,129)
---------- ---------- ----------
Total Capitalization................. $1,646,193 $1,649,926 $1,653,700
========== ========== ==========
</TABLE>
- --------
(1) At April 3, 1998, there were in effect various interest rate hedging
agreements which fix the rate on $270 million of variable rate debt at an
average effective rate of 6.5% for remaining periods ranging between 4
months and 35 months.
(2) The pro forma data reflect (a) the redemption of $100 million 8.5%
Subordinated Notes on June 1, 1998 at a price of 104.25% of the principal
amount and (b) the repurchase of 1,062,485 shares of Class A common stock
at $500 per share, plus transaction costs of $3 million, on June 15, 1998
pursuant to the Tender Offer, both of which were financed through
additional borrowings under the Bank Facility and (c) the issuance of $300
million of 7.0% Notes on July 7, 1998 and the related application of the
net proceeds to repay borrowings under the Bank Facility.
(3) After giving effect to the issuance of the Notes, approximately $1 billion
of unused borrowings would have been available under ARAMARK's credit
facilities. See "The Bank Facility" in the Prospectus.
(4) Under ARAMARK's Stockholders' Agreement, in certain circumstances
individual shareholders may cause ARAMARK to repurchase up to 30% of their
shares for cash, subject, under the Bank Facility, to an aggregate limit
on repurchases of capital stock of $24.9 million on a historical basis and
$20.0 million on a pro forma basis, at April 3, 1998. See note 7 to the
consolidated financial statements for the fiscal year ended October 3,
1997 contained in ARAMARK's Annual Report on Form 10-K for the fiscal year
ended October 3, 1997 (the "Form 10-K").
S-4
<PAGE>
SUMMARY FINANCIAL DATA
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA. Set forth below are certain
summary historical consolidated financial data of ARAMARK which have been
derived from ARAMARK's audited consolidated financial statements as of October
3, 1997 and the five fiscal years then ended, and ARAMARK's unaudited
condensed consolidated financial statements as of April 3, 1998 and March 28,
1997 and for the six month periods then ended. The following financial data
should be read in conjunction with, and is qualified in its entirety by
reference to, ARAMARK's consolidated financial statements and notes thereto
contained in the Form 10-K and in ARAMARK's Quarterly Report on Form 10-Q for
the period ended April 3, 1998 (the "Form 10-Q"), each of which is
incorporated herein by reference.
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA
(in millions, except per share amounts and ratios)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
ON OR NEAR APRIL 3 YEAR ENDED ON OR NEAR SEPTEMBER 30
------------------- --------------------------------------------
1998 1997 1997(1) 1996 1995 1994 1993
--------- --------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenues................ $ 3,182.9 $ 3,144.8 $6,310.4 $6,122.5 $5,600.6 $5,161.6 $4,890.7
Earnings before
depreciation and
amortization, interest,
and income taxes(2).... 236.3 300.6 523.6 478.0 433.9 415.7 399.4
Earnings before interest
and income taxes(2).... 139.3 204.8 331.9 295.2 277.0 272.0 268.9
Interest expense, net... 53.8 60.0 116.0 116.0 109.4 108.5 125.7
Income before
extraordinary item and
cumulative effect of
change in accounting
for income taxes....... 48.7 115.6 146.1 112.2 100.2 95.0 84.3
Net income.............. $ 47.2 $ 115.6 $ 146.1 $ 109.5 $ 93.5 $ 86.1 $ 77.1
Earnings per share:(3)
Income before
extraordinary item and
cumulative effect of
change in accounting
for income taxes:
Basic................. $ 1.18 $ 2.72 $ 3.49 $ 2.51 $ 2.14 $ 2.01 $ 1.81
Diluted............... $ 1.11 $ 2.57 $ 3.31 $ 2.38 $ 2.02 $ 1.88 $ 1.65
Net income:
Basic................. $ 1.14 $ 2.72 $ 3.49 $ 2.45 $ 1.99 $ 1.82 $ 1.65
Diluted............... $ 1.08 $ 2.57 $ 3.31 $ 2.32 $ 1.88 $ 1.70 $ 1.51
Ratio of earnings to
fixed charges(4)....... 2.1x 2.8x 2.3x 2.1x 2.1x 2.1x 1.9x
BALANCE SHEET DATA (AT PERIOD
END):
Total assets............ $ 2,805.8 $ 2,816.0 $2,753.6 $2,844.8 $2,643.3 $2,122.0 $2,040.6
Long-term borrowings
(excluding current
maturities)(5)......... 1,210.8 1,319.6 1,213.9 1,322.0 1,274.8 981.9 1,008.7
Common stock subject to
potential
repurchase(6).......... 24.9 23.4 23.3 18.6 19.1 20.8 21.7
Shareholders' equity.... 396.1 375.3 370.0 296.2 252.3 182.6 124.1
</TABLE>
- --------
(1) Fiscal 1997 was a fifty-three week period.
(2) Operating results for the six months ended March 28, 1997 include a gain
of $72.4 million resulting from the sale by ARAMARK of an approximate 83%
interest in its Spectrum Healthcare Services,
S-5
<PAGE>
Inc. subsidiary. Operating results for fiscal 1997 include the
aforementioned gain plus pre-tax charges of $69.8 million to write-off
certain intangible assets and a gain of $9.1 million on the sale of an
investment. See note 2 to the consolidated financial statements for the
fiscal year ended October 3, 1997 contained in the Form 10-K and note 2 to
the condensed consolidated financial statements for the period ended April
3, 1998 contained in the Form 10-Q.
(3) Fiscal 1993 through 1997 earnings per share amounts have been restated to
reflect the adoption of Statement of Financial Accounting Standards No.
128, "Earnings Per Share" which was effective beginning in fiscal 1998.
(4) As described in note 2 above, operating results for the six months ended
March 28, 1997 include a gain of $72.4 million. Excluding this gain the
ratio of earnings to fixed charges for the six months ended March 28, 1997
is 1.9x. For the purpose of determining the ratio of earnings to fixed
charges, earnings include pre-tax income plus fixed charges (excluding
capitalized interest). Fixed charges consist of interest on all
indebtedness (including capitalized interest) plus that portion of
operating lease rentals representative of the interest factor (deemed to
be one-third of operating lease rentals).
(5) See note 4 to the consolidated financial statements contained in the Form
10-K and notes to the condensed consolidated financial statements
contained in the Form 10-Q.
(6) See note 7 to the consolidated financial statements contained in the Form
10-K.
SUMMARY CONSOLIDATED PRO FORMA FINANCIAL DATA. The following unaudited
summary consolidated pro forma financial data of ARAMARK give effect to the
repurchase of shares pursuant to the Tender Offer and related borrowings by
ARAMARK, as if such transactions had occurred as of the beginning of the
respective periods presented. The unaudited summary consolidated pro forma
data should be read in conjunction with ARAMARK's consolidated financial
statements and notes thereto contained in the Form 10-K and the Form 10-Q,
each of which is incorporated herein by reference. The pro forma data does not
purport to be indicative of the results that would actually have been
obtained, or that may be obtained in the future, had the Tender Offer been
completed at the dates indicated.
UNAUDITED SUMMARY CONSOLIDATED PRO FORMA FINANCIAL DATA
(in millions, except per share amounts and ratios)
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
APRIL 3, 1998 OCTOBER 3, 1997
----------------------- -----------------------
HISTORICAL PRO FORMA(1) HISTORICAL PRO FORMA(1)
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Revenues...................... $3,182.9 $3,182.9 $6,310.4 $6,310.4
Earnings before depreciation
and amortization, interest,
and income taxes............. 236.3 236.3 523.6 523.6
Earnings before interest and
income taxes................. 139.3 139.3 331.9 331.9
Interest expense, net......... 53.8 72.0 116.0 151.4
Income before extraordinary
item......................... 48.7 37.8 146.1 124.8
Net income.................... $ 47.2 $ 36.3 $ 146.1 $ 124.8
Earnings per share:
Income before extraordinary
item:
Basic....................... $ 1.18 $ 1.23 $ 3.49 $ 3.99
Diluted..................... $ 1.11 $ 1.14 $ 3.31 $ 3.72
Net income:
Basic....................... $ 1.14 $ 1.18 $ 3.49 $ 3.99
Diluted..................... $ 1.08 $ 1.09 $ 3.31 $ 3.72
Ratio of earnings to fixed
charges(2)................... 2.1x 1.7x 2.3x 1.9x
</TABLE>
- --------
(1) The pro forma information reflects the purchase of 1,062,485 shares at
$500 per share plus transaction costs of $3 million, financed through
additional borrowings under the Bank Facility.
(2) See note (4) to "-- Summary Consolidated Historical Financial Data."
S-6
<PAGE>
DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the accompanying Prospectus as the "Guaranteed
Securities") supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of the Guaranteed
Securities set forth in the Prospectus, to which description reference is
hereby made.
The Notes are to be issued under an Indenture, dated as of July 15, 1991
(the "Guaranteed Indenture"), among ARAMARK, as guarantor, Services, as
issuer, and The Bank of New York, as successor to The Bank of New York
(Delaware), as trustee (the "Guaranteed Trustee").
The Notes are subject to defeasance as described under "Description of
Securities and Guarantee -- Defeasance" in the Prospectus. Any election by
Services for covenant defeasance as described in the Prospectus will release
Services and ARAMARK from the restrictions described below under the caption
"-- Certain Covenants Applicable to the Notes."
The Notes when issued will rank on a parity with all other unsecured and
unsubordinated indebtedness of Services. ARAMARK will guarantee the punctual
payment of the principal of, premium, if any, and interest on the Notes, when
and as the same are due and payable. The Guarantee is absolute and
unconditional, irrespective of any circumstances that might otherwise
constitute a legal or equitable discharge of a surety or guarantor. The
Guarantee will rank on a parity with unsecured and unsubordinated indebtedness
of ARAMARK.
The Notes will be represented by one global certificate registered in the
name of the nominee of DTC and such nominee will be the sole holder of the
Notes. The Notes will not be issued in definitive registered form except in
limited circumstances. Settlement for the Notes will be made in immediately
available funds. The Notes will trade in DTC's settlement system until
maturity, and secondary market trading activity in the Notes will therefore
settle in immediately available funds. See "-- Global Notes". The Notes
initially will be limited to $300 million aggregate principal amount.
The Notes will mature on August 1, 2004. The Notes will bear interest at 6
3/4% per annum, payable semi-annually in arrears on each February 1 and August
1, commencing on February 1, 1999 and accruing from their date of issuance.
The Regular Record Date for such interest shall be the January 15 or July 15
(whether or not a Business Day) as the case may be next preceding such
Interest Payment Date.
The Notes will not have the benefit of any sinking fund.
OPTIONAL REDEMPTION. The Notes will be redeemable, in whole or in part, at
the option of the Company at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of such Notes, and (ii) as
determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon
(not including any portion of such payments of interest accrued as of the date
of redemption) discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus 25 basis points plus, in each case,
accrued interest thereon to the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
S-7
<PAGE>
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time
of a selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations the Average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means (i) each of J.P. Morgan Securities Inc.,
Goldman, Sachs & Co., Chase Securities Inc., Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"),
the Company shall substitute therefor another Primary Treasury Dealer; and
(ii) any other Primary Treasury Dealer selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Notes to be redeemed.
Unless the Company defaults in payment of the redemption price, on and after
the redemption date, interest will cease to accrue on the Notes or portions
thereof called for redemption.
EVENTS OF DEFAULT. An "Event of Default" with respect to the Notes will
mean, among other things: (i) failure to pay principal of (and premium, if
any, on) any Note; (ii) failure to pay interest on any Note when due and
continuance of such failure for 30 days; (iii) 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
Guaranteed Trustee or to ARAMARK and Services and the Guaranteed Trustee by
the Holders of at least 25% in principal amount of the Notes outstanding; (iv)
a failure to pay, or an acceleration of, more than $25 million principal
amount of Indebtedness of ARAMARK, Services or any Subsidiary of ARAMARK after
the expiration of any applicable grace period, if such Indebtedness is not
discharged, or such acceleration is not annulled, within 10 days after notice
given to ARAMARK and Services by the Guaranteed Trustee or to ARAMARK,
Services and the Guaranteed Trustee by the Holders of at least 25% in
principal amount of the Notes; (v) a failure to discharge a final judgment
(that is unstayed and unbonded and not covered by insurance) for the payment
of more than $15 million by ARAMARK, Services or any Subsidiary of ARAMARK and
continuance of such failure for 60 days; and (vi) certain events of
bankruptcy, insolvency or reorganization of ARAMARK, Services or any
Significant Subsidiary.
CERTAIN COVENANTS APPLICABLE TO THE NOTES
The covenants described in the Prospectus under the captions "Certain
Covenants Applicable to Subordinated Securities and Guaranteed Securities --
Mergers, Consolidations and Certain Sales and
S-8
<PAGE>
Purchases of Assets", "-- Provision of Financial Statements", "-- Limitation
on Restricted Payments", and "-- Limitation on Certain Security Interests"
will not apply to the Notes and will be replaced by the covenants described
below. Capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Guaranteed Indenture or the Board resolutions
authorizing the Notes, as the case may be.
LIMITATIONS ON LIENS. ARAMARK covenants that it will not issue, incur,
create, assume, guarantee or suffer to exist, and will not permit any
Restricted Subsidiary to issue, incur, create, assume, guarantee or suffer to
exist, any debt for borrowed money secured by a mortgage, security interest,
pledge, lien, charge or other encumbrance ("mortgages") upon any Principal
Property (as defined below) of ARAMARK or any Restricted Subsidiary or upon
any shares of stock or indebtedness of any Restricted Subsidiary (whether such
Principal Property, shares or indebtedness are now existing or owned or
hereafter created or acquired) without in any such case effectively providing
concurrently with the issuance, incurrence, creation, assumption or guarantee
of any such secured debt, or the grant of a mortgage with respect to any such
indebtedness, that the Notes (together with, if ARAMARK shall so determine,
any other indebtedness of or guaranteed by ARAMARK ranking equally with the
Guarantee or any indebtedness of or guaranteed by any Restricted Subsidiary,
as the case may be) shall be secured equally and ratably with (or, at the
option of ARAMARK, prior to) such secured debt. The foregoing restriction,
however, will not apply to: (a) mortgages on property existing at the time of
acquisition thereof by ARAMARK or any Subsidiary, provided that such mortgages
were in existence prior to, and not incurred in contemplation of, such
acquisition; (b) mortgages on property, shares of stock or indebtedness or
other assets of any corporation existing at the time such corporation becomes
a Restricted Subsidiary, provided that such mortgages are not incurred in
anticipation of such corporation becoming a Restricted Subsidiary; (c)
mortgages on property, shares of stock or indebtedness to secure the payment
of all or any part of the purchase price thereof, or mortgages on property,
shares of stock or indebtedness to secure any indebtedness for borrowed money
incurred prior to, at the time of, or within 270 days after, the latest of the
acquisition thereof, or, in the case of property, the completion of
construction, the completion of improvements, or the commencement of
substantial commercial operation of such property, for the purpose of
financing all or any part of the purchase price thereof, such construction, or
the making of such improvements; (d) mortgages to secure indebtedness owing to
ARAMARK or to a Restricted Subsidiary; (e) mortgages existing at the date of
the issuance of the Notes; (f) mortgages on property of a corporation existing
at the time such corporation is merged into or consolidated with ARAMARK or a
Restricted Subsidiary or at the time of a sale, lease or other disposition of
the properties of a corporation as an entirety or substantially as an entirety
to ARAMARK or a Restricted Subsidiary, provided that such mortgage was not
incurred in anticipation of such merger or consolidation or sale, lease or
other disposition; (g) mortgages in favor of the United States or any State,
territory or possession thereof (or the District of Columbia), or any
department, agency, instrumentality or political subdivision of the United
States or any State, territory or possession thereof (or the District of
Columbia), to secure partial, progress, advance or other payments pursuant to
any contract or statute or to secure any indebtedness incurred for the purpose
of financing all or any part of the purchase price or the cost of constructing
or improving the property subject to such mortgages; and (h) extensions,
renewals, refinancings or replacements of any mortgage referred to in the
foregoing clauses (a), (b), (c), (e) and (f); provided, however, that any
mortgages permitted by any of the foregoing clauses (a), (b), (c), (e) and (f)
shall not extend to or cover any property of ARAMARK or such Restricted
Subsidiary, as the case may be, other than the property, if any, specified in
such clauses and improvements thereto.
Notwithstanding the restrictions outlined in the preceding paragraph,
ARAMARK or any Restricted Subsidiary will be permitted to issue, incur,
create, assume, guarantee or suffer to exist, debt secured by a mortgage which
would otherwise be subject to such restrictions, without equally and ratably
securing the Notes, provided that after giving effect thereto, the sum of (i)
all debt so secured by
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mortgages (not including mortgages permitted under clauses (a) through (h)
above) and (ii) all Attributable Debt (as defined below) with respect to Sale
and Lease-Back Transactions (as defined below) with respect to any Principal
Property, at the time of determination, does not exceed 10% of the
Consolidated Tangible Assets of ARAMARK.
LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. ARAMARK covenants that it
will not, nor will it permit any Restricted Subsidiary to, enter into any Sale
and Lease-Back Transaction with respect to any Principal Property, other than
any such transaction involving a lease for a term of not more than three years
or any such transaction between ARAMARK and a Restricted Subsidiary or between
Restricted Subsidiaries, unless: (a) ARAMARK or such Restricted Subsidiary
would be entitled to incur indebtedness secured by a mortgage on the Principal
Property involved in such transaction at least equal in amount to the
Attributable Debt with respect to such Sale and Lease-Back Transaction,
without equally and ratably securing the Notes, pursuant to the limitation on
liens in the covenant described above; or (b) ARAMARK shall apply an amount
equal to the greater of the net proceeds of such sale or the Attributable Debt
with respect to such Sale and Lease-Back Transaction within 120 days of such
sale to either (or a combination of) the retirement (other than any mandatory
retirement, mandatory prepayment or sinking fund payment or by payment at
maturity) of debt for borrowed money of ARAMARK or a Restricted Subsidiary
that matures more than twelve months after the creation of such indebtedness
or the purchase, construction or development of other comparable property.
CERTAIN DEFINITIONS APPLICABLE TO COVENANTS. The term "Attributable Debt"
when used in connection with a Sale and Lease-Back Transaction involving a
Principal Property shall mean, at the time of determination, the lesser of:
(a) the fair value of such property (as determined in good faith by the Board
of Directors of ARAMARK); or (b) the present value of the total net amount of
rent required to be paid under such lease during the remaining term thereof
(including any renewal term or period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of such
lease or, if not practicable to determine such rate, the interest rate per
annum borne by the Notes compounded semi-annually. For purposes of the
foregoing definition, rent shall not include amounts required to be paid by
the lessee, whether or not designated as rent or additional rent, on account
of or contingent upon maintenance and repairs, insurance, taxes, assessments,
water rates and similar charges. In the case of any lease which is terminable
by the lessee upon the payment of a penalty, such net amount shall be the
lesser of the net amount determined assuming termination upon the first date
such lease may be terminated (in which case the net amount shall also include
the amount of the penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so
terminated) or the net amount determined assuming no such termination.
The term "Principal Property" shall mean the land, land improvements,
buildings and fixtures (to the extent they constitute real property interests)
(including any leasehold interest therein) constituting the principal
corporate office or any distribution, operation or maintenance facility
(whether now owned or hereafter acquired) which: (a) is owned by ARAMARK or
any Subsidiary; (b) has not been determined in good faith by the Board of
Directors of ARAMARK not to be materially important to the total business
conducted by ARAMARK and its Subsidiaries taken as a whole; and (c) has a
market value on the date as of which the determination is being made in excess
of 1.0% of Consolidated Tangible Assets of ARAMARK as most recently determined
on or prior to such date.
The term "Restricted Subsidiary" shall mean any Subsidiary that owns any
Principal Property or any shares or debt of another Restricted Subsidiary.
The term "Sale and Lease-Back Transaction" shall mean any arrangement with
any person providing for the leasing by ARAMARK or any Restricted Subsidiary
of any Principal Property, which property has been or is to be sold or
transferred by ARAMARK or such Restricted Subsidiary to such person.
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CONSOLIDATION, MERGER AND SALE OF ASSETS. ARAMARK covenants that (i) it will
not consolidate with or merge into any other person or convey, transfer or
lease its properties and assets substantially as an entirety to any person,
and ARAMARK shall not permit any person to consolidate with or merge into
ARAMARK and (ii) it will not permit Services to consolidate with or merge into
any other person or convey, transfer or lease its properties and assets
substantially as an entirety to any person, and shall not permit any person to
consolidate with or merge into Services, unless:
(1) in case ARAMARK or Services shall consolidate with or merge into
another person or convey, transfer or lease its properties and assets
substantially as an entirety to any person, the person formed by such
consolidation or into which ARAMARK or Services, as the case may be, is
merged or the person which acquires by conveyance or transfer, or which
leases, the properties and assets of ARAMARK or Services, as the case may
be, substantially as an entirety shall be a corporation, partnership or
trust, shall be organized and validly existing under the laws of the United
States, any State thereof or the District of Columbia and shall expressly
assume, by a supplemental Guaranteed Indenture executed and delivered to
the Guaranteed Trustee, in form satisfactory to the Guaranteed Trustee, (a)
the due and punctual performance of the Guarantee and the performance or
observance of every covenant of the Guaranteed Indenture on the part of
ARAMARK, in the case of a transaction involving ARAMARK, or (b) the due and
punctual payment of the principal of and any premium and interest on the
Notes and the performance or observance of every covenant of the Guaranteed
Indenture on the part of Services, in the case of a transaction involving
Services;
(2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of ARAMARK or any Subsidiary as a
result of such transaction as having been incurred by ARAMARK or such
Subsidiary at the time of such transaction, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing; and
(3) if, as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of ARAMARK or any Restricted
Subsidiary would become subject to a mortgage, pledge, lien, security
interest or other encumbrance which would not be permitted by the
Guaranteed Indenture, ARAMARK or such successor person, as the case may be,
shall take such steps as shall be necessary effectively to secure the Notes
equally and ratably with (or prior to) all indebtedness secured thereby.
GLOBAL NOTES
The Notes will be issued in the form of one or more fully registered global
Notes which will be deposited with, or on behalf of, The Depository Trust
Company, as Depository (the "Depository"), located in the Borough of
Manhattan, The City of New York, and will be registered in the name of the
Depository or a nominee of the Depository.
Ownership of beneficial interests in a global Note will be limited to
participants in and to persons that may hold interests through institutions
that have accounts with the Depository ("participants"). Ownership of
beneficial interests by participants in a global Note will be shown on, and
the transfer of that ownership interest will be effected only through, records
maintained by the Depository for such global Note. Ownership of beneficial
interests in such global Note by persons that hold through participants will
be shown on, and the transfer of that ownership interest within each
participant will be effected only through, records maintained by such
participants.
Payment of principal of and interest on the Notes represented by any such
global Note will be made to the Depository or its nominee, as the case may be,
as the sole registered owner and the sole Holder of the Notes represented
thereby for all purposes under the Guaranteed Indenture. None of the Company,
the Guaranteed Trustee or any agent of the Company or the Guaranteed Trustee
will have
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any responsibility or liability for any aspect of the Depository's records
relating to, or payments made on account of, beneficial ownership interests in
a global Note representing any Notes or any other aspect of the relationship
between the Depository and its participants or the relationship between such
participants and the owners of beneficial interests in a global Note owning
through such participants or for maintaining, supervising or reviewing any of
the Depository's records relating to such beneficial ownership interests.
The Company has been advised by the Depository that upon receipt of any
payment of principal of or interest on any such global Note, the Depository
will immediately credit, on its book-entry registration and transfer system,
the accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such global Note as
shown on the records of the Depository. The accounts to be credited shall be
designated by the Underwriters. Payments by participants to owners of
beneficial interests in a global Note held through such participants will be
governed by standing instructions and customary practices, as is the case with
securities held for customer accounts registered in "street name," and will be
the sole responsibility of such participants.
No global Note may be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository or by the Depository or any such nominee
to a successor of the Depository or a nominee of such successor.
A global Note representing Notes is exchangeable for definitive Notes in
registered form, only if (x) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for such global Note or if at
any time the Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934 (the "Exchange Act"), (y) the Company in its
sole discretion determines that such global Note shall be exchangeable for
definitive Notes in registered form and notifies the Trustee thereof or (z) an
Event of Default with respect to the Notes represented by such global Note has
occurred and is continuing. Any global Note that is exchangeable pursuant to
the preceding sentence shall be exchangeable for definitive Notes issuable in
authorized denominations in registered form, aggregating a like amount. Such
definitive Notes shall be registered in the names of the owners of the
beneficial interests in such global Note as the Depository shall direct.
DTC has advised the Company and the Underwriters as follows: DTC is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities of its participating organizations
("participants") and to facilitate the clearance and settlement of securities
transactions, such as transfers and pledges, among its participants in such
securities through electronic computerized book-entry changes in accounts of
the participants, thereby eliminating the need for physical movement of
securities certificates. Participants include securities brokers and dealers
(including the Underwriters), banks, trust companies, clearing corporations
and certain other organizations, some of whom (and/or their representatives)
own DTC. Access to DTC's book-entry system is also available to others, such
as banks, brokers, dealers and trust companies that clear through or maintain
a custodial relationship with a participant, either directly or indirectly.
Persons who are not participants may beneficially own securities held by DTC
only through participants.
Except as provided above, owners of beneficial interests in such a global
Note will not be entitled to receive physical delivery of Notes in definitive
form and will not be considered the Holders thereof for any purpose under the
Guaranteed Indenture, and no global Note representing Notes shall be
exchangeable. Accordingly, each person owning a beneficial interest in such a
global Note must rely
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on the procedures of the Depository and, if such person is not a participant,
on the procedures of the participant through which such person owns its
interest, to exercise any rights of a Holder under the Indenture or such
global Note. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests
in a global Note.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
Services and ARAMARK have agreed to sell to each of the Underwriters named
below, and each of such Underwriters has severally agreed to purchase, the
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
J.P. Morgan Securities Inc............................... $112,500,000
Goldman, Sachs & Co. .................................... $112,500,000
Chase Securities Inc..................................... $ 25,000,000
Morgan Stanley & Co. Incorporated........................ $ 25,000,000
Salomon Brothers Inc .................................... $ 25,000,000
------------
Total.................................................. $300,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of .375% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed .250% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
Underwriters.
The Notes are a new issue of securities with no established trading market.
Services and ARAMARK have been advised by the Underwriters that they intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes. There is no assurance that the
Notes will trade at their principal amount.
In connection with the Offering of the Notes, the Underwriters may engage in
transactions that stabilize, maintain or otherwise affect the price of the
Notes. Specifically, the Underwriters may overallot in connection with the
Offering of the Notes, creating a syndicate short position. In addition, the
Underwriters may bid for, and purchase, Notes in the open market to cover
syndicate shorts or to stabilize the price of the Notes. Finally, the
underwriting syndicate may reclaim selling concessions allowed for
distributing the Notes in the offering of the Notes, if the syndicate
repurchases previously distributed Notes in syndicate covering transactions,
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Notes above independent market levels. The
Underwriters are not required to engage in any of these activities, and may
end any of them at any time.
The Company expects to use all of the net proceeds from the sale of the
Notes to repay indebtedness owed to a bank syndicate in which Morgan Guaranty,
an affiliate of J.P. Morgan Securities Inc., is an agent and lender, Chase, an
affiliate of Chase Securities Inc., is an agent and a
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<PAGE>
lender, and for which J.P. Morgan Securities Inc. and Chase Securities Inc.
acted as the co-arrangers. Because more than 10% of the net proceeds of the
offering will be paid to affiliates of members of the National Association of
Securities Dealers, Inc. (the "NASD") who are participating in the offering,
the offering is being made pursuant to Rule 2710(c)(8) of the Conduct Rules of
the NASD. See "Use of Proceeds".
The Underwriters and their affiliates maintain ongoing business
relationships with ARAMARK, Services and their respective affiliates, and in
connection therewith may provide investment banking, commercial banking and
advisory services for which they receive customary fees.
Services and ARAMARK have agreed to jointly and severally indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
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<PAGE>
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 July 1, 1998.
<PAGE>
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 at the Commission's web site at (http://www.sec.gov).
Copies of such material also 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
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 ARAMARK's Quarterly Reports on
Form 10-Q for the fiscal quarters ended January 3, 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 or to ARAMARK c/o
Registration Department, Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004.
ARAMARK CORPORATION
ARAMARK, through Services and its other subsidiaries, is engaged in
providing or managing services including food and support services, uniform
services, health and education services and distributive services. ARAMARK
provides most of its services in the United States. ARAMARK also conducts
operations primarily management of food services, in Belgium, Canada, the
Czech Republic, Germany, Hungary, Japan, Korea, Mexico, Spain and the United
Kingdom.
Services provides the majority of the food and support 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.
2
<PAGE>
ARAMARK's management shareholders (more than 2,000 individuals) and their
permitted transferees own approximately 74% of the outstanding common stock on
a Class B equivalent basis (representing approximately 96% of the voting
power) and ARAMARK's employee benefit plans own an additional approximately
18% of the outstanding common stock on a Class B 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 Bank Facility. See "The Bank Facility."
THE BANK FACILITY
The Bank Facility is an unsecured revolving credit facility in the initial
amount of $1.4 billion provided by a group of lenders led by The Chase
Manhattan Bank and Morgan Guaranty Trust Company of New York. The borrowers
under the Bank Facility are Services and ARAMARK Uniform Services Group, Inc.,
and the guarantors are ARAMARK and certain wholly-owned domestic subsidiaries
of ARAMARK and the two borrowers. The outstanding commitments under the Bank
Facility will reduce through scheduled amortizations to $1 billion at the end
of the fourth year (2002) and will continue at that level to a final maturity
at the end of the seventh year (2005). Interest under the Bank Facility is
based upon the London Interbank Offered Rate (LIBOR) plus a spread of .18% to
.70%, or the Certificate of Deposit Rate plus a spread of .28% to .80%, or the
Prime Rate at the option of the borrower. The spread is based on certain
financial ratios and credit ratings. The borrowers will also pay an annual fee
of .10% to .30% on the entire Bank Facility. The Bank Facility contains
restrictive covenants which provide, among other things, limitations on: (i)
the creation of mortgages and security interests; (ii) dispositions of
material assets; and (iii) certain significant changes of control of ARAMARK.
Under the Bank Facility, 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 Bank Facility contains various event
of default provisions, including default in payment of principal or interest,
material misrepresentation in the Bank Facility, default in compliance with
other terms of the Bank Facility 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
"Indentures," and the Subordinated Trustee and the Guaranteed Trustee are
sometimes referred to collectively as the "Trustee." The
3
<PAGE>
statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete and are qualified
in their entirety by reference to the Indentures, including the definitions
therein of certain terms, copies of which are filed as exhibits to the
Registration Statement of which this Prospectus is a part.
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 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 Indentures.
One or more series of the Securities may be issued as Original Issue
Discount Securities. An "Original Issue Discount Security" is a Security,
including any zero-coupon Security, which is issued at a price lower than the
amount payable at the Stated Maturity thereof or which provides that upon
redemption or acceleration of the Maturity thereof an amount less than the
amount payable upon the Stated Maturity thereof and determined in accordance
with the terms thereof shall become due and payable.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Securities may be presented for registration of transfer (with the form of
transfer 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.
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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 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 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,
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any such transaction described above may occur if: (1) in the case ARAMARK or
Services shall consolidate with or merge with or into another Person or shall
directly or indirectly transfer, convey, sell, lease or otherwise dispose of
all or substantially all of its assets as an entirety, the successor company
shall be a domestic corporation, partnership, or trust and shall expressly
assume the obligations of ARAMARK or Services, as the case may be, under the
Indenture; (2) immediately before and after giving effect to such transaction
and treating any Indebtedness which becomes an obligation of ARAMARK or a
Subsidiary as a result of such transaction as having been incurred by ARAMARK
or such Subsidiary at the time of the transaction, no default shall have
happened and be continuing; and (3) immediately after giving effect to such
transaction or, if applicable, the portion of such transaction that exceeds
the amount of consideration otherwise permitted under clause (iii) above, the
Consolidated Cash Flow Ratio of ARAMARK or, if applicable, a successor company
for the immediately preceding four full fiscal quarters, for which quarterly
or annual consolidated financial statements of ARAMARK are available on a pro
forma basis, as if such transaction had taken place at the beginning of such
four full 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
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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) an Event of Default, or an event that
with the lapse of time or the giving of notice, or both, would constitute an
Event of Default, shall have occurred and is continuing, or (2) such
transaction constitutes a Restricted Payment and upon giving effect to such
Restricted Payment, the aggregate of all Restricted Payments from May 15, 1989
exceeds the sum of: (a) 50% of cumulative Consolidated Net Income (or, in the
case cumulative Consolidated Net Income shall be negative, 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
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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)
REDEMPTION
If the Securities of a series provide for mandatory redemption by ARAMARK or
Services, as the case may be, or redemption at the election of ARAMARK or
Services, as the case may be, unless otherwise provided in the applicable
Prospectus Supplement, such redemption shall be on not less than 30 nor more
than 60 days' notice and, in the event of redemption in part, the Securities
to be redeemed will be selected by the Trustee in such usual manner as it
shall deem fair and appropriate. Notice of such redemption will be mailed to
holders of Securities of such series to their last addresses as they appear on
the register of the Securities of such series.
DEFEASANCE
The Prospectus Supplement will state if any defeasance provision will apply
to the Securities of the Series offered thereby.
The Indentures provide, if such provision is made applicable to the
Securities of any series pursuant to Section 301 of the Indentures, that
ARAMARK or Services, as the case may be, may elect either (A) to defease and
be discharged from any and all obligations with respect to such Securities
(except for the obligations to register the transfer or exchange of such
Securities, to replace temporary or mutilated, destroyed, lost or stolen
Securities, to maintain an office or agency in respect of the Securities and
to hold moneys for payment in trust) ("defeasance") or (B) to be released from
its obligations with respect to such Securities under Section 501(6) and 1007
through 1010 of the Guaranteed Indenture or Sections 1006 through 1010 of the
Subordinated Indenture (being the cross-default provision described in clause
(vi) under "Events of Default" and the restrictions described under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed Securities"
and, in the case of Subordinated Securities, "Terms Applicable to the
Subordinated Securities -- Certain Additional Covenants Applicable to
Subordinated Securities" ("covenant defeasance")), upon the deposit with the
Trustee (or other qualifying trustee), in trust for such purpose, of money
and/or U.S. Government Obligations which through the payment of principal and
interest in accordance with their terms will provide money in an amount
sufficient to pay the principal of (and premium, if any) and interest on such
Securities, and any mandatory sinking fund or analogous payments thereon, on
the scheduled due dates therefor. Such a trust may be established only if,
among other things, ARAMARK or Services, as the case may be, has delivered to
the Trustee an opinion of counsel (as specified in the Indentures) to the
effect that the Holders of such Securities will not recognize income, gain or
loss for Federal income tax purposes as a result of such defeasance or
covenant defeasance and will be subject to Federal income tax on the same
amounts, in the same manner and at the same times as would have been the case
if such defeasance or covenant defeasance had not occurred. Such opinion, in
the case of defeasance under clause (A) above, must refer to and be based upon
a ruling of the Internal Revenue Service or a change in applicable Federal
income tax law occurring after the date of the Indentures. The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to the Securities of a
particular series. (Article Thirteen of the Guaranteed Indenture and Article
Fourteen of the Subordinated Indenture)
SOLELY CORPORATE OBLIGATIONS
No recourse for payment of principal of or interest on any Security or for
any claim based on any Security or the Indentures shall be had against the
Trustee, the Paying Agent, the Security Registrar or any director, officer or
stockholder of ARAMARK or Services.
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GOVERNING LAW
The Indentures and the Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
TERMS APPLICABLE TO THE SUBORDINATED SECURITIES
MODIFICATION OF THE SUBORDINATED INDENTURE
The Subordinated Indenture contains provisions permitting ARAMARK and the
Trustee, with the consent of holders of not less than 66 2/3% in principal
amount of the debt securities which are affected by the modification, to
modify the Subordinated Indenture or any supplemental indenture or the rights
of the holders of the debt securities issued under such Indenture; provided
that no such modification may, without the consent of the holder of each
outstanding debt security affected thereby, (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest, if any, on,
any Security, (b) reduce the principal amount of, or premium or rate of
interest, if any, on, any Security, (c) reduce the amount of principal of an
Original Issue Discount Security payable upon acceleration of the maturity
thereof, (d) change the place or currency of payment of principal of, or
premium or interest, if any, on, any Security, (e) impair the right to
institute suit for the enforcement of any payment on or with respect to any
Security, (f) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of whose holders is required for
modification or amendment of the Subordinated Indenture or for waiver of
compliance with certain provisions of the Subordinated Indenture or for waiver
of certain defaults, or (g) modify any of the provisions enumerated under
"Terms Applicable to the Subordinated Securities--Modification of the
Subordinated Indenture," except to increase any such percentage or to provide
that certain other provisions of the Subordinated Indenture cannot be modified
or waived without the consent of the Holder of each Outstanding Security
affected thereby. (Section 902 of the Subordinated Indenture)
SUBORDINATION
The indebtedness evidenced by the Subordinated Securities (including
principal and interest) will be subordinated in right of payment to all
present and future Senior Indebtedness. (Section 1301 of the Subordinated
Indenture) "Senior Indebtedness" is defined in the Subordinated Indenture to
mean "principal of, premium, if any, and interest on: (1) all indebtedness
incurred or Guaranteed by ARAMARK, either before or after the date hereof,
which is evidenced by an instrument of indebtedness or reflected on the
accounting records of ARAMARK as a payable (excluding ARAMARK's 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 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)
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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 failure to pay, or an acceleration of, more than $10
million principal amount of Indebtedness of ARAMARK, Services or any
Subsidiary of ARAMARK after the expiration of any applicable grace period, if
such Indebtedness is not discharged, or such acceleration is not annulled,
within 10 days after notice given to ARAMARK and Services by the Trustee or to
ARAMARK, Services and the Trustee by the Holders of at least 25% in principal
amount of the Subordinated Securities of such series; (vii) a failure to
discharge a final judgment (that is unstayed and unbonded and not covered by
insurance) for the payment of more than $5 million by ARAMARK, Services or any
Subsidiary of ARAMARK and continuance of such failure for 60 days; and (viii)
certain events of bankruptcy, insolvency or reorganization of ARAMARK or any
Significant Subsidiary. (Section 501 of the Subordinated Indenture)
ARAMARK is required to furnish to the Trustee within 120 days after the end
of each fiscal year a statement of certain officers of ARAMARK as to whether
such officers have obtained knowledge of any default under the Subordinated
Indenture during such fiscal year. (Section 1004 of the Subordinated
Indenture)
The Trustee or the Holders of 25% in principal amount of the outstanding
Subordinated Securities of any series may declare to be due and payable
immediately, by a notice in writing to ARAMARK (and to the Trustee if given by
Holders of Subordinated Securities), upon the happening of any Event of
Default with respect to the Subordinated Securities of such series, all unpaid
principal on the Subordinated Securities of such series outstanding at that
time. (Section 502 of the Subordinated Indenture) Upon any such declaration,
all such unpaid principal will become immediately due and payable on all
outstanding Subordinated Securities of such series. (Section 502 of the
Subordinated Indenture) The Holders of not less than a majority in principal
amount of the outstanding Subordinated
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Securities of any series are authorized to waive any past default and its
consequences, except a default in the payment of principal of (and premium, if
any, on) or interest on any Subordinated Security, or a default with respect
to a covenant or provision which cannot be modified or amended without the
consent of the Holder of each outstanding Subordinated Security of any series
affected. (Section 513 of the Subordinated Indenture) Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is under no obligation to exercise any of its rights or powers under the
Subordinated Indenture at the request or direction of any of the Holders of
Subordinated Securities of any series unless such Holders have offered to the
Trustee reasonable indemnity. (Section 603(e) of the Subordinated Indenture)
Subject to all provisions of the Subordinated Indenture and applicable law,
the Holders of a majority in principal amount of the Subordinated Securities
of any series outstanding at that time have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee. (Section
512 of the Subordinated Indenture)
CERTAIN ADDITIONAL COVENANTS APPLICABLE TO SUBORDINATED SECURITIES
Unless otherwise indicated in the applicable Prospectus Supplement, the
following covenant, in addition to the covenants set forth under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed Securities,"
shall be applicable to the Subordinated Securities of any series.
LIMITATION ON LAYERED INDEBTEDNESS AND SUBSIDIARY PREFERRED STOCK. ARAMARK
shall not (i) permit any Restricted Subsidiary to incur any Indebtedness that
would rank subordinate in right of payment to any other Indebtedness of such
Restricted Subsidiary or to issue any Preferred Stock or (ii) incur any
Indebtedness or, if ARAMARK and Services merge with or consolidate into each
other and such Successor Company becomes the primary obligor with respect to
any significant portion of the then existing consolidated indebtedness owing
to a bank or syndicate of banks, incur any indebtedness which is subordinate
in right of payment to any other indebtedness for borrowed money of such
Successor Company, unless, in either case, such indebtedness is Pari Passu
Debt or is subordinate in right of payment to the Subordinated Securities of
any series. The foregoing limitation shall not apply to (A) distinctions
between categories of Indebtedness which exist by reason of any liens arising
or created in respect of some but not all indebtedness or (B) any
intercreditor agreements (to which ARAMARK is not a party) among different
classes of creditors of ARAMARK.
Notwithstanding the foregoing, ARAMARK (i) may incur any subordinated
Indebtedness in connection with the funding of a payment in redemption of
Capital Stock as is permitted under the provisions described under "Certain
Covenants Applicable to Subordinated Securities and Guaranteed Securities --
Limitation on Restricted Payments" above; (ii) may Guarantee any Indebtedness
of any Subsidiary; (iii) may incur any Indebtedness owed by ARAMARK to any
Subsidiary (provided that such Indebtedness is at all times held by the
Subsidiary of ARAMARK); provided, however, that for purposes of this covenant,
upon either (x) the transfer or other disposition by such Subsidiary of any
Indebtedness so permitted to a Person other than ARAMARK or another Subsidiary
of ARAMARK or (y) the issuance (other than directors' qualifying shares),
sale, lease, transfer or other disposition of shares of Capital Stock
(including by consolidation or merger) of such Subsidiary to a Person other
than ARAMARK or another such wholly-owned Subsidiary such that the Subsidiary
is no longer a Subsidiary, the provisions of this 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
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such acquisition and was outstanding prior to such acquisition; (v) may, and
may permit any Restricted Subsidiary to, incur subordinated indebtedness in
principal amount and issue Preferred Stock having a liquidation value which in
aggregate does not exceed 2% of Consolidated Tangible Assets as of the most
recently available quarterly or annual consolidated balance sheet outstanding;
and (vi) may incur any indebtedness in contemplation of a refunding or
refinancing of any existing Pari Passu Debt; provided, however, that such new
indebtedness (A) is Pari Passu Debt or is subordinate in right of payment to
the Subordinated Securities, and (B) does not exceed the principal amount of
indebtedness so refunded or refinanced. (Section 1010 of the Subordinated
Indenture)
TERMS APPLICABLE TO THE GUARANTEED SECURITIES
MODIFICATION OF THE GUARANTEED INDENTURE
The Guaranteed Indenture contains provisions permitting Services, ARAMARK
and the Guaranteed Trustee, with the consent of Holders of not less than 66
2/3% in principal amount of the Guaranteed Securities which are affected by
the modification, to modify the Guaranteed Indenture or any supplemental
indenture or the rights of the holders of the debt securities issued under
such Indenture; provided that no such modification may, without the consent of
the holder of each outstanding debt security affected thereby, (a) change the
stated maturity date of the principal of, or any installment of principal of
or interest, if any, on, any Guaranteed Security, (b) reduce the principal
amount of, or premium or rate of interest, if any, on, any Security, (c)
reduce the amount of principal of an original issue discount Guaranteed
Security payable upon acceleration of the maturity thereof, (d) change the
place or currency of payment of principal of, or premium or interest, if any,
on, any Guaranteed Security, (e) impair the right to institute suit for the
enforcement of any payment on or with respect to any Guaranteed Security, (f)
reduce the percentage in principal amount of Outstanding Guaranteed Securities
of any series the consent of whose holders is required for modification or
amendment of the Guaranteed Indenture or for waiver of compliance with certain
provisions of the Guaranteed Indenture or for waiver of certain defaults, or
(g) modify any of the provisions enumerated under "Terms Applicable to the
Guaranteed Securities -- Modification of the Guaranteed Indenture" except to
increase any such percentage or to provide that certain other provisions of
the Guaranteed Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Security affected thereby. (Section 902 of the
Guaranteed Indenture)
EVENTS OF DEFAULT
An "Event of Default" with respect to any series of Guaranteed Securities is
defined in the Guaranteed Indenture to mean, among other things: (i) failure
to pay principal of (and premium, if any, on) any Guaranteed Security of such
series when due, including by reason of an 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 failure to pay, or an acceleration of, more than
$10 million principal amount of Indebtedness of ARAMARK, Services or any
Subsidiary of ARAMARK after the expiration of any applicable grace period, if
such Indebtedness is not discharged, or such acceleration is not annulled,
within 10 days after notice given to ARAMARK and Services by the Trustee or to
ARAMARK, Services and the Trustee by the Holders of at least 25% in
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principal amount of the Guaranteed Securities of such series; (vii) a failure
to discharge a final judgment (that is unstayed and unbonded and not covered
by insurance) for the payment of more than $5 million by ARAMARK, Services or
any Subsidiary of ARAMARK and continuance of such failure for 60 days; and
(viii) 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 502 of
the Guaranteed Indenture) Upon any such declaration, all such unpaid principal
will become immediately due and payable on all outstanding Guaranteed
Securities of such series. (Section 502 of the Guaranteed Indenture) The
Holders of not less than a majority in principal amount of the outstanding
Guaranteed Securities of such series are authorized to waive any past default
and its consequences, except a default in the payment of principal of (and
premium, if any, on) or interest on any Guaranteed Security, or a default with
respect to a covenant or provision which cannot be modified or amended without
the consent of the Holder of each outstanding Guaranteed Security affected.
(Section 513 of the Guaranteed Indenture) Subject to the provisions of the
Guaranteed Indenture relating to the duties of the Trustee, the Trustee is
under no obligation to exercise any of its rights or powers under the
Guaranteed Indenture at the request or direction of any of the Holders of the
Guaranteed Securities of such series unless such Holders have offered to the
Trustee reasonable indemnity. (Section 603 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 circumstances 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.
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"Consolidated Cash Flow Available for Fixed Charges" means with respect to
ARAMARK and its Subsidiaries for any period Consolidated Net Income for such
period plus the aggregate amounts deducted in determining Consolidated Net
Income for such period in respect of (i) income taxes, (ii) Consolidated
Interest Expense, (iii) depreciation, amortization and other similar non-cash
charges and (iv) minority interest as determined in accordance with generally
accepted accounting principles.
"Consolidated Cash Flow Ratio" means with respect to ARAMARK and its
Subsidiaries for any period the ratio of (i) Consolidated Cash Flow Available
for Fixed Charges for the period for which such calculation is made to (ii)
Consolidated Interest Expense for such period; provided, that in making such
computation, the Consolidated Interest Expense shall be reduced by the
interest expense attributable to any indebtedness not outstanding at the end
of the period.
"Consolidated Interest Expense" means for any period the aggregate interest
expense (net of interest income) of ARAMARK and its Subsidiaries for such
period including, without limitation (i) the portion of any obligation in
respect of any Capital Lease Obligation allocable to interest expense in
accordance with generally accepted accounting principles and (ii) the portion
of any debt discount that shall be amortized in such period.
"Consolidated Net Income" means for any period the consolidated net income
(or loss) of ARAMARK and its Subsidiaries determined in accordance with
generally accepted accounting principles, excluding any unusual items of gain
or loss.
"Consolidated Net Worth" of a Person other than ARAMARK means the
consolidated shareholders' equity of such Person and its subsidiaries, as
determined on a consolidated basis in accordance with generally accepted
accounting principles.
"Consolidated Tangible Assets" of ARAMARK and its Subsidiaries means total
assets of ARAMARK and its Subsidiaries less goodwill, all determined in
accordance with generally accepted accounting principles.
"Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, assume, Guarantee, incur or otherwise become liable
in respect of such Indebtedness or other obligation or the recording, as
required pursuant to generally accepted accounting principles, of any such
Indebtedness or other obligation on the consolidated balance sheet of any such
Person (and "Incurrence," "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.
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"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 Indenture under which the Offer to Purchase is being
made;
(2) that the Offer to Purchase is for any and all Securities of such series,
the applicable purchase price and the Purchase Date;
(3) the name and address of the Paying Agent and that Securities of such
series called for purchase must be surrendered to the Paying Agent to collect
the purchase price;
(4) that interest on any Security of such series not tendered or tendered
but not purchased by ARAMARK or Services, as the case may be, will continue to
accrue;
(5) that any Security of such series accepted for payment pursuant to an
Offer to Purchase shall cease to accrue interest after the Purchase Date;
(6) that each Holder of Securities of such series electing to have a
Security of such series purchased pursuant to an Offer to Purchase will be
required to surrender such Security to the Paying Agent at the address
specified in the Notice prior to the close of business on the Purchase Date;
and
(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 busi-
ness 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.
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"Voting Stock" means, with respect to any Person, Capital Stock (however
designated) having general voting power for the election of a majority of the
members of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class
or classes shall have or might have voting power by reason of the happening of
any contingency). (Section 101 of the Subordinated Indenture and Section 101
of the Guaranteed Indenture)
VALIDITY OF SECURITIES AND GUARANTEE
The validity of the Securities and Guarantee will be passed upon for ARAMARK
and Services by Martin W. Spector, Executive Vice President, Secretary and
General Counsel of ARAMARK and for the underwriters by Sullivan & Cromwell,
New York, New York. Mr. Spector owns 869,706 shares of Class B Common Stock of
ARAMARK.
EXPERTS
The audited consolidated financial statements and schedules of ARAMARK
Corporation and subsidiaries incorporated by reference in this Prospectus and
elsewhere in the registration statement have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their report also
incorporated herein by reference. The financial statements and schedules
referred to above have been incorporated herein in reliance upon the authority
of said firm as experts in giving said reports. Subsequent audited financial
statements of ARAMARK Corporation and subsidiaries and the reports thereon of
ARAMARK's independent public accountants, to the extent incorporated herein by
reference, also will be incorporated in reliance upon the authority of those
accountants as experts in giving those reports to the extent such accountants
have audited those financial statements and consented to the use in this
Prospectus of their reports thereon.
PLAN OF DISTRIBUTION
ARAMARK or Services may sell the Securities to or through underwriters, and
also may sell the Securities directly to other purchasers or through agents.
The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of the Securities, underwriters may receive
compensation from ARAMARK or Services or from purchasers of the Securities for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters may sell the Securities to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Underwriters, dealers and agents that participate
in the distribution of the Securities may be deemed to be underwriters, and
any discounts or commissions received by them from ARAMARK or Services and any
profit on the resale of the Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933 (the
"Act"). Any such underwriter or agent will be identified, and any such
compensation received from ARAMARK or Services will be described, in the
Prospectus Supplement.
Under agreements which may be entered into by ARAMARK or Services,
underwriters and agents who participate in the distribution of the Securities
may be entitled to indemnification by ARAMARK and Services against certain
liabilities, including liabilities under the Act.
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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.
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