<PAGE>
(LOGO) ARAMARK
Notice of Annual Meeting of Stockholders
To our Stockholders:
The annual meeting of the stockholders of ARAMARK Corporation, a Delaware
corporation, will be held on the Sixteenth Floor of ARAMARK Tower, 1101 Market
Street, Philadelphia, Pennsylvania, on Tuesday, February 14, 1995, at 3:00 p.m.
Philadelphia time, for the following purposes:
1. To elect directors for the ensuing year.
2. To consider and act upon a proposal to approve the 1991 Stock
Ownership Plan, as amended.
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on December 29, 1994
as the record date for determination of the stockholders entitled to notice of
and to vote at the meeting. A list of such stockholders will be open for
examination by stockholders for any purpose germane to the meeting for a period
of ten days prior to the meeting at the offices of ARAMARK at ARAMARK Tower,
1101 Market Street, Philadelphia, Pennsylvania.
Whether or not you expect to attend the meeting in person, please fill in,
date and sign the enclosed proxy card and mail it in the enclosed return
envelope provided for that purpose.
Martin W. Spector
Executive Vice President
and Secretary
Dated: January 10, 1995
<PAGE>
(LOGO) ARAMARK
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
Solicitation by Board of Directors
This statement is furnished in connection with the solicitation by the
Board of Directors of ARAMARK Corporation (herein called "ARAMARK" or the
"Company") of proxies for use at the annual meeting of its stockholders to be
held on February 14, 1995, and at any adjournment thereof. Stockholders who
execute proxy cards may revoke them at any time before they are voted by
delivering a later-dated proxy card or written notice of revocation to the
Secretary of ARAMARK, or by personally notifying the Secretary of ARAMARK at the
meeting.
ARAMARK's executive offices are located at ARAMARK Tower, 1101 Market
Street, Philadelphia, Pennsylvania 19107 (telephone: 215-238-3000). It is
expected that proxy cards and proxy statements will be mailed to stockholders on
or about January 10, 1995.
Shares Outstanding and Voting Rights
Only holders of shares of Common Stock Class A and Common Stock Class B of
record at the close of business on December 29, 1994 are entitled to vote at the
meeting. On that date, there were outstanding 2,090,600 shares of Common Stock
Class A and 24,328,067 shares of Common Stock Class B (together, the "Common
Stock"). Each holder of Common Stock entitled to vote will have the right to one
vote for each such share standing in his, her or its name on the books of
ARAMARK. Holders of Series C Preferred Stock are not entitled to notice of, or
to vote at, the meeting.
All shares represented in person or by proxy will be counted for quorum
purposes. Where a stockholder does not specify a choice on a properly signed and
dated proxy card, the shares will be voted as recommended by the Board of
Directors. Where a stockholder, by marking a proxy card, withholds a vote on the
election of any director, such vote will not be counted as entitled to vote
(i.e., will not be counted as a vote cast) with respect to that election.
Abstentions will be counted as votes cast (i.e., will be counted as votes
against) on any matter to which they relate.
<PAGE>
1. Election of Directors
Twelve directors will be elected by a plurality of the votes cast at the
meeting. The persons listed below are proposed to be elected to serve until the
next annual meeting of stockholders and until the election and qualification of
their respective successors:
Joseph Neubauer Lee F. Driscoll, Jr.
Robert J. Callander Mitchell S. Fromstein
Alan K. Campbell Edward G. Jordan
Ronald R. Davenport Thomas H. Kean
Davre J. Davidson Reynold C. MacDonald
Philip L. Defliese James E. Preston
If, due to circumstances not now foreseen, any of the nominees becomes
unavailable for election, the proxy agents named in the proxy cards will have
the right to vote for a substitute in each case, or the Board of Directors will
take appropriate action to reduce the number of directors.
2. 1991 Stock Ownership Plan, as amended
The 1991 Stock Ownership Plan (the "Plan") is a part of the ARAMARK
Ownership Program. The Program and the terms of purchase opportunities granted
under the Program are generally described under "The ARAMARK Ownership Program".
A copy of the Plan is attached to the Proxy Statement, and is specifically
incorporated herein by reference.
The Plan was adopted by the Board of Directors in November 1991 and was
amended in 1994. The Plan provides for issuance of up to 10,000,000 shares of
Class B Common Stock through the granting of purchase opportunities and options,
which for federal income tax purposes are intended to be nonqualified options.
On December 29, 1994, 6,834,716 purchase opportunities and options were
outstanding under the Plan and 1,533,388 shares were available for the granting
of future purchase opportunities and options.
The Plan allows the Company to offer, and under the Plan the Company has
offered, stock purchase opportunities to selected employees in three different
ways: the direct sale of shares, the grant of stock purchase opportunities, and
the grant of stock options. In choosing the form of stock ownership opportunity
to be offered, the Company considers, among other factors, the number of
offerees and their ability generally to finance an investment.
<PAGE>
The Plan provides that the terms of purchase opportunities outstanding
under the Plan and the number of shares authorized under the Plan will be
appropriately adjusted upon the declaration of stock dividends and upon the
occurrence of certain other events.
The Plan grants certain administrative authority to the Human Resources,
Compensation and Public Affairs Committee (the "Committee") which consists of
six members of the Board of Directors.
The Committee is authorized to grant purchase opportunities and to
determine the number of shares to be offered thereby to each selected key
employee. The term "key employee" is not defined in the Plan, and subject to the
express provisions of the Plan, the Committee has complete authority to
determine the employees who receive purchase opportunities thereunder. As a
result, the number of employees eligible to participate in the Plan is not
determinable.
The Company will use the net proceeds from the sale of shares pursuant to
exercises of purchase opportunities for general corporate purposes.
The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974 and is not "qualified" within the meaning of Section 401(a)
of the Internal Revenue Code.
The Plan is being proposed for approval by stockholders at this time to
allow ARAMARK officers to use the stock-for-stock method of exercising
installment stock purchase opportunities and options that is being made
available to other employees. The stock-for-stock method of exercise is much the
same as selling currently owned shares and then using the cash proceeds to pay a
portion of the exercise price. There is a significant tax difference, however,
in that no taxable capital gain is currently generated by the use of a
stock-for-stock exercise.
Currently, an officer or director is prohibited from "profiting" upon any
purchase and sale, or sale and purchase, of Common Stock within a six month
period. For these purposes, a stock-for-stock exercise in January would be
considered a sale at the then-current appraisal price and could be "matched"
with an earlier purchase at a lower appraisal price, such as the receipt of an
installment stock purchase opportunity in the previous November or even a
Company match under the stock unit retirement plan in the previous September.
The regulations of the Securities and Exchange Commission (the "SEC") provide an
exemption from this result, but only if the plan under which the purchase
opportunity or option was granted has been approved by stockholders.
Accordingly, at the time the stock-for-stock exercise method was presented to
the Human Resources, Compensation and Public Affairs Committee of the Board of
Directors for approval, senior management also proposed that the Board of
Directors recommend to stockholders that the Plan be approved. If the Plan is
approved, then officers and directors may use the stock-for-stock exercise
<PAGE>
method to the same extent as other employees, for exercising both currently
outstanding and future grants of purchase opportunities and options under the
Plan. In addition, because the current administration of the Plan by the
Committee is considered "disinterested" under current SEC regulations, the grant
of a purchase opportunity or an option will also generally not be considered a
purchase for these purposes. If the Plan is not approved, then outstanding
installment purchase opportunities and options will not be affected. However,
officers and directors will generally not be able to use the stock-for-stock
exercise method to exercise purchase opportunities and options granted under the
Plan. The 1984 Stock Option Plan and the 1987 Stock Option Plan, whose terms are
substantially identical to the Plan, have been previously approved by
stockholders.
To be approved, the Plan must receive the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or represented by
proxy at the meeting (voting as a single class).
The Board of Directors recommends a vote FOR the Plan.
Directors
Name (Age as of November 1, 1994) Office Held (Committee) Since
---------------------------------- ----------------------- -----
Joseph Neubauer (53)................. Chairman and President 1979
and Director (1)(2)(3)
Robert J. Callander (63)............. Director(2)(3)(4) 1986
Alan K. Campbell (71)................ Director (4) 1980
Ronald R. Davenport (58)............. Director(1)(4) 1980
Davre J. Davidson (83)............... Director(2)(3) 1959
Philip L. Defliese (79).............. Director(1)(2)(3) 1979
Lee F. Driscoll, Jr. (68)............ Director(1) 1973
Mitchell S. Fromstein (66)........... Director (3)(4) 1990
Edward G. Jordan (64)................ Director(1)(3)(4) 1980
Thomas H. Kean (59).................. Director 1994
Reynold C. MacDonald (76)............ Director(1)(2)(3) 1977
James E. Preston (61)................ Director(4) 1993
----------------------
The numbers following the offices held by the directors indicate membership
in the following Board committees during fiscal 1994:
(1) Audit and Corporate Practices
(2) Executive
(3) Finance
(4) Human Resources, Compensation and Public Affairs
<PAGE>
Directors Meetings and Committees
ARAMARK's Board of Directors held 7 meetings during fiscal 1994. The Board
has certain standing committees which are described below. During fiscal 1994,
each director attended at least 75% of the aggregate of all Board meetings and
all meetings of committees on which he served.
The Audit and Corporate Practices Committee reviews the periodic financial
reports and the accounting principles used by the Company and the adequacy of
the Company's system of internal controls. It also reviews with the independent
public accountants and the internal audit department the scope of their audits,
their audit reports and any recommendation made by them to determine whether
these activities are reasonably designed to assure the soundness of accounting
and financial procedures. It recommends the action to be taken with respect to
the appointment, and approves the compensation, of the Company's independent
public accountants and monitors compliance with the Company's business conduct
policy. It held 5 meetings during fiscal 1994.
The Executive Committee, when acting by unanimous vote of all members, has
the full power of the Board of Directors when the Board is not in session, with
specific limitations relating to certain corporate governance or other corporate
matters. It held 4 meetings during fiscal 1994.
The Finance Committee reviews the overall financial and business plans of
the Company, including capital expenditures, acquisitions and divestitures,
securities issuances and incurrences of debt and the performance of the
Company's retirement benefit plans. It recommends to the Board specific
transactions involving the foregoing, and it has been empowered by the Board to
approve certain financial commitments and acquisitions and divestitures by the
Company up to specified levels. It held 5 meetings during fiscal 1994.
The Human Resources, Compensation and Public Affairs Committee consists
entirely of outside directors. The Committee determines the base salary of the
Chairman and President (subject to review and approval by the Board) and
approves the salaries and bonuses paid to officers and other employees who are
line of business presidents or whose current or proposed base salary exceeds
$200,000 per annum. It reviews appointments to senior management positions and
the nature and scope of the Company's employee benefit plans. It also reviews
and recommends the compensation of outside directors and reviews the Company's
contribution policy and practices for its retirement benefit plans. The
committee is also authorized to exercise the Company's rights and powers under
the Restated and Amended Stockholders' Agreement, including approval of grants
of stock purchase opportunities under the ARAMARK Ownership Program as well as
the annual approval of an internal market policy providing for the repurchase of
shares from management investors. It held 5 meetings during fiscal 1994.
<PAGE>
Business Experience
The principal occupations during the past five years of the Company's
directors and other directorships currently held by directors are as follows:
Mr. Neubauer has been president and chief executive officer of the Company
since February 1983 and the chairman since April 1984. He is a director of Bell
Atlantic - Pennsylvania, Inc., Federated Department Stores, Inc., First Fidelity
Bancorporation, Penn Mutual Life Insurance Co. and Versa Services Ltd.
Mr. Callander was vice chairman of Chemical Bank from February 1987 until
August 1990. He was president of Chemical Bank and Chemical Banking Corporation
from August 1990 to June 1992. He is a director of Barnes Group, Inc.,
Beneficial Corporation, Latin American Dollar Income Fund, New Asia Fund,
Omnicom Group, Inc., and Scudder World Income Opportunities Fund.
Dr. Campbell was vice chairman of the Company from April 1984 to February
1991 and was executive vice president from December 1980 until his retirement in
September 1990.
Mr. Davenport has been the chairman and president of Sheridan Broadcasting
Corporation since 1972. He is a director of Bell Atlantic - Pennsylvania, Inc.
Mr. Davidson founded ARAMARK in 1959, and was its chief executive officer
and chairman until his retirement in July 1977.
Mr. Defliese was the chairman and managing partner of Coopers & Lybrand
prior to his retirement in 1977 and is currently Professor Emeritus, Graduate
School of Business, Columbia University.
Mr. Driscoll was a partner in the Philadelphia law firm of Ballard, Spahr,
Andrews & Ingersoll from January 1984 until December 1990. He is a director of
Versa Services Ltd.
Mr. Fromstein has been chief executive officer and president of Manpower
Inc. since March 1976. He is a director of Manpower Inc. and ARI Network
Services, Inc.
Mr. Jordan served as the president of The American College from October
1982 until December 1987. He is a director of Acme Steel Company and Pittston,
Inc.
<PAGE>
Former Governor Kean was the Governor of the State of New Jersey from 1982
until 1990. He has been the president of Drew University since 1990. He is a
director of Amerada Hess Corporation, Bell Atlantic Corporation, Beneficial
Corporation, Fiduciary Trust International and United Health Care Corporation.
Mr. MacDonald serves as a consultant to Acme Steel Company. He was chairman
of Acme Steel Company from June 1986 until May 1992. He is a director of Acme
Steel Company and Kaiser Steel Resources.
Mr. Preston has been the chairman, president, chief executive officer and a
director of Avon Products, Inc. since 1989. He is a director of F. W. Woolworth
Company and Reader's Digest Association.
Executive Compensation
The following table sets forth information with respect to the compensation
of the named executive officers for services in all capacities to the Company in
the years indicated.
<TABLE>
<CAPTION>
Annual Compensation Stock All
Fiscal ------------------- Options Other
Name and Current Principal Position Year Salary Bonus Granted(#) Comp(1)
----------------------------------- ---- -------- -------- ---------- -------
<S> <C> <C> <C> <C> <C>
Joseph Neubauer 1994 $790,000 $650,000 0 $ 5,500
Chairman, President and 1993 $760,000 $550,000 0 $ 17,000
Chief Executive Officer 1992 $753,000 $575,000 105,252 $ 5,000
Julian L. Carr, Jr. 1994 $320,000 $215,000 0 $ 5,500
Executive Vice President and 1993 $300,000 $205,000 0 $ 5,000
President of ARAMARK Health & 1992 $275,000 $195,000 42,100 $ 5,000
Education Services Sector
James E. Ksansnak 1994 $330,000 $235,000 0 $ 5,500
Executive Vice President, 1993 $315,000 $195,000 0 $ 5,000
Finance and Personnel 1992 $306,000 $200,000 42,100 $ 5,000
Chief Financial Officer
William Leonard 1994 $345,000 $240,000 0 $ 5,500
Executive Vice President, and 1993 $290,000 $225,000 185,040 $ 14,000
President of ARAMARK Food & 1992 $257,000 $200,000 42,100 $ 10,000
Support Services Sector
Martin W. Spector 1994 $317,000 $210,000 0 $ 5,500
Executive Vice President, 1993 $307,000 $175,000 0 $ 5,000
General Counsel and 1992 $303,000 $180,000 37,892 $ 5,000
Secretary
</TABLE>
------------------------
(1) Other compensation includes employer contributions to the Stock Unit
Retirement Plan, plus for fiscal 1993, above-market interest accrued during
the period on deferred compensation. Above-market is defined as the portion
of interest in excess of 120% of the applicable federal long-term rate.
Stock Purchase Opportunities
Of the more than 4,000,000 stock purchase opportunities granted in fiscal
1994, none were granted to the named executive officers.
The following table sets forth information with respect to the named
executive officers concerning the exercise of options in fiscal 1994 and the
unexercised options held as of September 30, 1994.
Aggregate Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
(Stock Purchase Opportunities)
<TABLE>
<CAPTION>
Number of Options Held Current Value of Options Held (2)
Shares ----------------------------- ---------------------------------
Acquired on Value Currently Not Currently Currently Not Currently
Name Exercise Realized (1) Exercisable Exercisable Exercisable Exercisable
---- -------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph Neubauer 53,072 $369,504 85,176 69,556 $803,706 $519,475
Julian L. Carr, Jr. 16,692 $ 85,065 41,840 28,888 $367,152 $207,531
James E. Ksansnak 36,756 $278,763 38,896 27,820 $348,979 $207,773
William Leonard 29,532 $114,982 85,728 151,504 $639,367 $558,976
Martin W. Spector 15,192 $ 77,570 85,600 26,112 $869,670 $198,669
</TABLE>
--------------------
(1) Value realized refers to the appraisal price of the underlying shares
at the time the option was exercised minus the exercise price of the
option.
(2) Options currently exercisable and current values of options are determined
as of September 30, 1994. Current value of an option refers to the
appraisal price of the underlying shares minus the exercise price of the
option.
<PAGE>
The following graph compares the five year cumulative return Class B Common
Stock (measured by the appraisal price) to the Standard & Poor's 500 Stock Index
and the Dow Jones Consumer Non-Cyclical Index.
Five Year Cumulative Total Shareholder Return
"Graph filed separately under Form S-E"
<PAGE>
Cumulative total return is stated as a percentage of the base year (1989)
stock price. Cumulative total return in a given year equals (i) the cumulative
amount of dividends paid since the base year, assuming dividend reinvestment,
plus the year-end stock price, (ii) divided by the base year stock price.
ARAMARK Dow Jones
Fiscal Year Consumer
Ended ARAMARK S&P 500 Non-Cyclical
----- ------- ------- ------------
1989 100.00 100.00 100.00
1990 122.56 90.93 107.47
1991 142.10 118.53 155.72
1992 168.74 131.53 169.92
1993 215.66 148.40 152.68
1994 255.42 154.42 180.59
Directors who are employees of the Company are not paid directors' fees.
Directors who are not employees receive an annual retainer of $25,000 for
serving on the Board, $3,000 for services as chairman of a Board committee and
$1,000 for otherwise serving on a committee, and they receive meeting fees of
$1,000 per day for attendance at meetings of the Board, and for each committee
meeting.
The Company has employment agreements or arrangements with all of its
officers, under which they are currently being paid annual salaries ranging up
to $820,000. Generally, these are for indeterminate periods terminable by either
party upon notice ranging from eight weeks to six months. Mr. Neubauer's
agreement currently provides for services to February 17, 1995 (with automatic
renewals for successive three year terms unless terminated) at a current annual
base salary of $820,000 and for fully vested supplemental benefits upon his
death of 25% of his highest base salary payable to his surviving spouse, if any,
annually for life or upon his retirement, disability or termination for any
other reason of 50% of his highest base salary payable to him annually for life.
Upon termination by the Company without cause, Mr. Neubauer's management
incentive bonus shall be prorated through the time of termination; his base
salary at time of termination shall continue for a period of three years after
termination; and, his supplemental benefits shall commence at the end of such
three year period. Messrs. Carr, Ksansnak, Leonard, and Spector have current
annual base salaries of $337,000, $342,000, $362,000 and $327,000, respectively.
Several agreements provide for the deferral of a part of prior salary and bonus
payments with interest, currently at the Moody's long-term bond index rate,
usually payable in equal monthly installments beginning upon retirement,
permanent disability, death or termination of employment.
<PAGE>
The Company currently has a severance pay policy, pursuant to which
severance payments are made to executive officers and certain other key
employees on the basis of continuous service, generally equal to between 3 and
18 months of pay if their employment is terminated for reasons other than cause
plus the continuation of certain other benefits during the period of such
payment.
Committee Report On Executive Compensation
The Company's compensation programs are designed to support the Company's
overall commitment to continued growth and quality services to customers. The
programs are intended, among other things, to enable ARAMARK to recruit and
retain the best performers, to provide compensation levels consistent with the
level of contribution and degree of accountability, to use performance measures
consistent with the Company's goals, to provide compensation consistent with
competitive market rates, and to include a significant portion of incentive
compensation.
Salary. Salary levels for all salaried employees are generally reviewed
annually. Guideline increases are established generally based upon overall
financial performance of the Company, the current rate of inflation and general
compensation levels in the industries in which the Company operates. For fiscal
1994, the guideline increase for executive officers, including the five named
individuals, was 3.5%. The specific salary increases for each individual
executive officer is based upon a review of his or her individual performance
and development. In the case of Mr. Neubauer, the review is conducted
independently by the Human Resources, Compensation and Public Affairs Committee
without any officers present, subject to final review and approval by the Board
of Directors of the Company; for all other executive officers, the individual's
supervisor and more senior executives, along with the corporate human resources
department, conduct the review and make a recommendation to the Committee. Mr.
Neubauer's salary was increased by 3.8% during fiscal 1994. The federal tax
deductibility limitation on executive officer compensation is not applicable to
the compensation paid to Company executive officers during fiscal 1994. If in
future fiscal years, the compensation payable to a Company executive officer
would cause such limitation to be applicable, the Committee may take such
limitation into consideration in any review of the Company's compensation
programs and their application to executive officers.
Bonus. Senior executive officers participate in the Company's management
incentive bonus program. Bonuses are awarded annually based in part upon the
attainment of predetermined financial goals and in part upon the attainment of
individual objectives. Generally, non-financial objectives represent 40% of the
bonus potential and are established by the supervisor of the executive.
Financial goals generally represent 60% of the bonus potential. An employee's
bonus potential generally varies, as a percentage of total cash compensation,
dependent upon the level of responsibility of the employee's position. The
measures of financial performance used are for the business unit which is either
<PAGE>
under the managerial direction of the participant or, if a staff executive,
is the unit on which the participant impacts most frequently and significantly.
In the case of Mr. Neubauer, the Committee awards a bonus based on a general
review of the Company's and Mr. Neubauer's performance. The Committee believes
this is appropriate for Mr. Neubauer's position as chief executive officer,
rather than establishing specific financial goals or non-financial objectives.
Mr. Neubauer was awarded 78% of his maximum bonus potential for fiscal 1994.
Performance measures. The Company uses various financial measures to
evaluate the performance of the Company and its business units, with the
specific measures in some cases varying depending upon the line of business
involved. Generally, the measures used are REVENUE GROWTH, EBIT, RONA and, in
addition, for overall corporate performance NET INCOME and ATROI. EBIT is
Earnings Before Interest and Taxes. RONA is Return on Net Assets. ATROI is After
Tax Return on Investment. Targets for each of these performance measures are
established annually in the Company's business plan, which is approved at the
beginning of the fiscal year by the Board of Directors.
Stock Purchase Opportunities. The Committee believes that management
ownership contributes to the Company's success, and supports senior management's
goal of expanding both the number of management investors and their percentage
ownership. The Committee, accordingly, grants stock purchase opportunities to
selected management employees. In addition, the Committee has in 1994
implemented an expanded ownership program, to further expand the number of
management owners. The terms of the installment stock purchase opportunities and
the expanded ownership opportunities are generally described under "The ARAMARK
Ownership Program." Individual grants are generally made by the Committee in
connection with hires, promotions and other recognition of performance. The
amount of a grant generally varies depending upon the level of responsibility of
the employee's position, the number of purchase opportunities previously
granted, and the number of shares owned. The individual's supervisor and other
senior executives, along with the corporate human resources department, make
recommendations to the Committee. The Company has in the past also made
broad-based grants to management employees.
Compensation Committee Interlocks and Insider Participation. Mr. Campbell,
who was an Executive Vice President until his retirement in September 1990, is a
member of the Committee.
Members of the Committee:
Robert J. Callander, Chair Mitchell S. Fromstein
Alan K. Campbell Edward G. Jordan
Ronald R. Davenport James E. Preston
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table presents certain information as of December 29, 1994
with respect to shares of the Common Stock and Preferred Stock of the Company
beneficially owned by each person known to the Company to be the beneficial
owner of more than 5% of the Common Stock (on a Class B equivalent basis), by
each director and by each named executive officer.
<TABLE>
<CAPTION>
Common Stock
------------------------------------
Percent Preferred Stock
--------------------- -----------------------
Number of Voting Total Number Percent of
Shares (3) Power Outstanding of Shares Outstanding
---------- ------ ----------- --------- -----------
<S> <C> <C> <C> <C> <C>
Trustees for various ARAMARK
employee benefit plans (1)(2) 9,638,730 3.6% 21.3% 0 0.0%
Joseph Neubauer 4,984,405 18.8% 11.0% 3,665 22.0%
Robert J. Callander 117,160 * * 44 *
Alan K. Campbell 230,160 * * 172 1.0%
Ronald R. Davenport 46,000 * * 0 *
Davre J. Davidson 4,040 * * 3 *
Philip L. Defliese 96,000 * * 66 *
Lee F. Driscoll, Jr. 2,839 * * 82 *
Mitchell S. Fromstein 99,360 * * 36 *
Edward G. Jordan 120,000 * * 90 *
Thomas H. Kean 30,800 * * 0 *
Reynold C. MacDonald 108,000 * * 0 *
James E. Preston 35,000 * * 0 *
Julian L. Carr, Jr. 613,232 2.3% 1.4% 415 2.5%
James E. Ksansnak 712,952 2.7% 1.6% 250 1.5%
William Leonard 495,732 1.9% 1.1% 0 *
Martin W. Spector 839,792 3.2% 1.9% 300 1.8%
All directors and executive
officers as a group (30 persons) 12,210,680 45.0% 26.6% 6,785 40.7%
All employees **, directors and
employee benefit plans as a group 37,702,149 96.3% 77.0% 9,837 59.0%
----------------------
(1) The address of this stockholder is ARAMARK Corporation, ARAMARK Tower,
1101 Market Street, Philadelphia, PA 19107
(2) The trustees are Alan K. Campbell, James E. Ksansnak and Martin W. Spector.
(3) Includes shares issuable upon the exercise of currently exercisable stock
purchase opportunities and options.
* Less than 1%.
** Includes children and other transferees for estate planning purposes.
The ARAMARK Ownership Program
The ARAMARK Ownership Program (the "Program") is designed to provide an
opportunity for selected management employees of the Company and its
subsidiaries to acquire an ownership interest in the Company and thereby give
<PAGE>
them a more direct continuing interest in the future success of the
Company's business. Under the Program, direct ownership in the Company has
increased from 62 original management investors in December 1984 to
approximately 1,000 management investors owning more than approximately 54% of
the equity. At December 29, 1994, management employees and directors held
installment stock purchase opportunities for 10,354,703 shares and stock options
for an additional 1,362,132 shares. In addition, during 1994 expanded ownership
opportunities for approximately 628,000 shares were granted to approximately
3,100 management employees who had not previously been granted installment stock
purchase opportunities.
The Company's senior management believes that management ownership has
significantly contributed to the Company's success, and intends to continue to
use the Program to expand both the number of management investors and their
percentage ownership.
Through installment stock purchase opportunities and expanded ownership
purchase opportunities, the Company has granted to approximately 4,100
management employees an opportunity to invest in, or increase their investment
in, the Company.
The purchase price for shares subject to either installment stock purchase
opportunities ("ISPOs") or expanded ownership purchase opportunities ("EXPOs")
is the appraisal price of the shares (based upon the most recent available
independent appraisal) on the date of the grant. Shares issued pursuant to the
exercise of purchase opportunities are subject to the Company's Stockholders'
Agreement. Purchase opportunities are not transferable. Each purchase
opportunity is exercisable only by the employee to whom it is granted.
Each installment stock purchase opportunity has an installment schedule
that limits the number of shares of common stock that may be purchased during
each annual installment exercise period. Unless the first installment is
exercised by its expiration date for a minimum number of shares, the entire
installment purchase opportunity is canceled. Thereafter, subsequent annual
installments may be exercised (subject to exercise of a minimum number of
shares) for up to the maximum number of shares specified in the certificate for
that installment. Any portion of an annual installment not exercised by the
appropriate expiration date is canceled. Each installment stock purchase
opportunity is exercisable only while an employee of the Company or a
subsidiary.
Each expanded ownership purchase opportunity provides that once vested, the
entire opportunity or a portion (in 100 share increments) may be exercised
during any of the specified annual exercise periods. Upon termination of
employment, an employee can exercise his or her expanded ownership purchase
opportunity if it is vested, within three months after termination (but not
beyond its expiration date). If it is not vested at such time, the entire grant
is canceled. The expanded ownership opportunities were awarded to approximately
<PAGE>
3,100 management employees who had not previously been granted installment
stock purchase opportunities. The size and the structure of the expanded
ownership opportunities were approved, taking into consideration the general
compensation levels of the recipients, the size of the cash investment that
would be required, the general suitability of such an investment to recipients
generally, the goal of encouraging management investors to retain the shares
they acquire, the potential dilution to existing stockholders, and the costs and
additional administrative requirements of such expanded ownership.
In connection with the exercise of installment purchase opportunities and
non-qualified stock options, ARAMARK has adopted a deferred payment program
whereby a portion of the purchase price for certain installments can be deferred
at the election of the employee for approximately three years. The deferred
payment obligation accrues interest and is secured by a pledge of the shares of
ARAMARK Common Stock purchased. The interest rate for deferred payment
obligations incurred in the current exercise period has been set at 8.5%.
Approximately 400 employees (including executive officers) participated in the
program in fiscal 1994. At fiscal year end, the amount of the deferred payment
obligations of Messrs. Neubauer, Carr, Ksansnak, Leonard and Spector were
$1,586,750, $187,200, $372,900, $127,800, and $111,200 respectively.
Certain Relationships and Related Transactions
During fiscal 1994, the Company repurchased from ten executive officers
31,680 shares of common stock at an average price per share of $12.01 and 1,477
shares of preferred stock at prices equal to $1,000 per share plus accrued and
unpaid dividends to the respective dates of such repurchases. The Company
anticipates that it will continue to repurchase shares held by officers and
directors, through the Company's internal market, and following their
termination of employment or cessation as a director.
The Company, the members of management who are equity investors in the
Company and certain other investors (collectively, "Restricted Investors") are
parties to an amended and restated stockholders' agreement. Restricted Investors
are subject to certain restrictions on transfer, with the Company having certain
rights of first offer in the event of any sales or dispositions by Restricted
Investors or their estates. In addition, upon death, complete disability or
normal retirement of management investors or upon death or complete disability
of other individual Restricted Investors, such persons or their estates may
cause the Company to repurchase for cash up to 30% of their shares at the then
current appraisal price but only to the extent such repurchase by the Company is
permitted under the Company's credit agreement. Such repurchased shares may be
resold to others, including replacement personnel. In addition, it is
contemplated that shares which may be issued pursuant to exercise of employee
stock options and stock purchase opportunities would also be subject to the
stockholders' agreement.
<PAGE>
Relationship with Independent Public Accountants
The Board of Directors is expected to reappoint the firm of Arthur Andersen
LLP as independent auditors for the Company for the 1995 fiscal year. A
representative of Arthur Andersen LLP is expected to be present at the annual
meeting and will be offered the opportunity to make a statement if desiring to
do so and will be available to respond to appropriate questions.
Financial Statements
A copy of the Company's annual report on Form 10-K for the fiscal year
ended September 30, 1994 has been delivered to stockholders. Stockholders are
referred to the report for financial and other information about the Company.
General
Proxies will be solicited by mail. Proxies may be solicited by directors,
officers and a small number of regular employees of the Company personally or by
mail, telephone or telegraph, but such persons will not be specially compensated
for such services. The entire cost of solicitation will be borne by the Company.
Management does not intend to present, and does not have any reason to
believe that others will present, any item of business at the annual meeting
other than those specifically set forth in the notice of the meeting. However,
if other matters are presented for a vote, the proxy agents will have the right
to vote the shares represented by proxy cards on such matters in accordance with
their discretion.
Stockholder Proposals
Stockholders may submit proposals on matters appropriate for stockholder
action at future annual meetings of the Company in accordance with regulations
adopted by the Securities and Exchange Commission. For such proposals to be
considered for inclusion in the Company's proxy statement and form of proxy for
next year's annual meeting, they must be received by the Company not later than
September 12, 1995. Proposals should be directed to the attention of the
Corporate Secretary.
<PAGE>
EXHIBIT A
ARAMARK CORPORATION
1991 Stock Ownership Plan
(as amended November 7, 1994)
1. Purpose of Plan. The purpose of this Plan is to enable ARAMARK Corporation
and its Subsidiaries to continue to compete successfully in attracting and
retaining key employees and directors by making it possible for them to purchase
shares of the Company's Common Stock on terms which will give them a more direct
and continuing interest in the future success of the Company's business. The
Plan authorizes the granting of nonqualified options to such key employees and
directors.
2. Definitions.
"Board" means the Board of Directors of the Company.
"Certificate of Incorporation" means the Company's Restated Certificate
of Incorporation, as it may be amended or restated from time to time.
"Code" means the Internal Revenue Code of 1986. Any reference in the
Plan to a section of the Code includes any amendments or successor provisions
to such section.
"Committee of the Board" means the Human Resources, Compensation and
Public Affairs Committee or such other committee of the Board as may be
delegated authority to administer the Plan.
"Company" means ARAMARK Corporation, a Delaware corporation.
"Employee" means an officer or other key employee employed by the Company
or by a Subsidiary. It shall also include all members of the Boards of directors
of the Company and Subsidiaries.
"Optionee" means a person to whom an option has been granted under this
Plan which has not expired or been fully exercised or surrendered.
"Plan" means the 1991 Stock Ownership Plan hereby established.
"Shares" means shares of the Common Stock, Class B, par value $.01 per
share, of the Company.
"Subsidiary" means any corporation or other entity of which the Company
shall, directly or indirectly, own 50% or more of the equity, as determined for
purposes of this Plan by the Board or the Committee of the Board and any other
corporation or other entity in which the Company shall directly or indirectly
have an equity investment and which the Board or the Committee of the Board
shall in its sole discretion designate.
A-1
1991 Stock Ownership Plan
<PAGE>
3. Limits on Options. The total number of Shares for which options may be
granted to Employees under this Plan shall not exceed in the aggregate
10,000,000 Shares. Shares for which options have expired or have been
surrendered or canceled without having been exercised may again be optioned
under this Plan. However, Shares covered by options for which the Company elects
under paragraph (c) of Section 7 to settle all or part of its obligation by
making a substitute payment in cash, Shares or a combination of both may not be
optioned again under this Plan.
4. Granting of Options.
(a) The Committee of the Board is authorized to grant options to selected
Employees until this Plan is terminated as hereinafter provided. The number of
Shares, if any, optioned in each year, the Employees to whom options are
granted, and the number of Shares optioned to each Employee selected shall be
wholly within the discretion of the Committee of the Board, subject only to the
limitations prescribed in paragraph (b) of this Section 4 and in Section 3.
(b) Notwithstanding anything herein to the contrary, only the Board is
authorized to grant options to an Employee who is a member of the Committee of
the Board and, for so long as the Optionee is a member of the Committee of the
Board, all decisions and determinations relating to such options shall be made
by the Board.
5. Terms of Stock Options. The terms of stock options granted under this
Plan shall be as follows:
(a) Price: The option price shall be fixed by the Board or the Committee of
the Board but shall in no event be less than the greater of (i) 100% of the fair
market value of the Shares subject to the option on the date the option is
granted, or (ii) the par value of such Shares.
(b) Non-Transferability: Options shall not be transferable otherwise than
by will or by the laws of descent and distribution. No option shall be subject,
in whole or in part, to attachment, execution or levy of any kind.
(c) Term: Each option shall expire and all rights thereunder shall end at
the expiration of such period as shall be fixed by the Board or the Committee of
the Board, which period shall end not later than ten years from the date on
which the option was granted, subject in all cases to earlier expiration as
provided in paragraphs (d) and (e) of this Section 5 in the event of termination
of employment, death, or permanent disability.
(d) Exercise: Except as provided in paragraph (e) of this Section 5, an
option shall be exercisable only by an Optionee and only while he or she is an
Employee of the Company or a Subsidiary or, unless his or her employment is
terminated for cause, within three months after he or she otherwise ceases to be
an employee, but only if and to the extent the option was exercisable by him or
her immediately prior to termination of his or her service. In no event shall an
option be exercisable later than the end of the period fixed by the Board or the
Committee of the Board in accordance with the provisions of paragraph (c) of
this Section 5.
(e) Death or Disability of Employee: If an Optionee dies or becomes
permanently disabled within a period during which his or her option could have
been exercised by him or her, his or her option may be exercised within twelve
months after his or her death or permanent disability (but not later than the
A-2
1991 Stock Ownership Plan
<PAGE>
end of the period fixed by the Board or the Committee of the Board in
accordance with the provisions of paragraph (c) of this Section 5) by him or her
or by those entitled under his or her will or the laws of descent and
distribution, but only if and to the extent the option was exercisable by him or
her immediately prior to his or her death or permanent disability.
(f) Additional Terms: The Board or the Committee of the Board may include
at the time an option is granted such additional terms and conditions as it
deems desirable to the extent not inconsistent with this Plan.
6. Change in Capital Structure.
(a) If the number of issued Shares is increased or reduced by change in par
value, combination, split-up, recapitalization, reclassification, distribution
of a dividend payable in stock, or the like, the number of Shares for which
options may be granted specified in Section 3 shall be appropriately adjusted.
The number of Shares previously optioned and not theretofore delivered and the
option prices therefor shall likewise be appropriately adjusted whenever the
number of issued Shares is increased or reduced by any such procedure after the
date or dates on which such Shares were optioned.
(b) In the event that the Company is succeeded by another corporation in a
reorganization, merger, consolidation, acquisition of property or stock,
separation or liquidation, the successor corporation shall assume the
outstanding options granted under this plan or shall substitute new options for
them.
7. Delivery of Shares or Cash.
(a) An option shall be exercised by giving the Company written notice of
such election to exercise and of the number of Shares to be purchased, in such
form as the Board or the Committee of the Board shall have prescribed or
approved.
(b) No Shares shall be delivered upon the exercise of an option until the
option price has been paid in full in cash or, at the discretion of the Board or
the Committee of the Board, in whole or in part in Shares owned by the Optionee,
valued at fair market value on the date notice of exercise is received by the
Company.
(c) In lieu of delivering Shares under paragraph (b) of this Section 7, the
Board or the Committee of the Board may elect, in its sole discretion, to settle
all or part of its obligation to deliver Shares by making a substitute payment
of cash, Shares or a combination of cash and Shares equal in value to any excess
of the fair market value (as of the date notice of exercise is received by the
Company) of the Shares which the Board or the Committee of the Board elects not
to deliver over the option price for such Shares. If the Board, or the Committee
of the Board, elects to satisfy its obligation by electing to make a substitute
payment of cash, Shares or a combination of both pursuant to this paragraph (c)
of this Section 7, the person exercising the option shall be relieved of paying
the option price for the Shares for which a substitute payment is made.
(d) If required by the Board no Shares will be delivered upon the exercise
of an option until the Optionee has given the Company (i) a satisfactory written
statement that he or she is acquiring the Shares for investment and not with a
view to the sale or distribution of any such Shares, (ii) a satisfactory written
opinion of counsel that exercise of the option and delivery of Shares will be in
A-3
1991 Stock Ownership Plan
<PAGE>
compliance with all requirements of federal and state securities laws, (iii) a
written agreement not to sell any Shares received upon the exercise of
the option or any other shares of the Company that he or she may then own or
thereafter acquire except either (A) through a broker on the New York Stock
Exchange or another national securities exchange or (B) with the prior written
approval of the Company and (iv) a written agreement that may then be in effect
between the Company and any of its shareholders relating to the transfer of
shares.
(e) If at any time the Board or the Committee of the Board shall determine
that (1) the listing, registration or qualification of Shares upon any
securities exchange or under any state or federal law, or (2) the consent or
approval of any government regulatory body is necessary or desirable as a
condition of, or in connection with, the transfer to the Optionee of Shares
hereunder, such transfer may not be consummated in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board or the
Committee of the Board.
8. Continuation of Employment. Neither this Plan nor any option granted
hereunder shall confer upon any employee any right to continue in the employ of
the Company or any Subsidiary or limit in any respect the right of the Company
or any Subsidiary to terminate his or her employment at any time.
9. Administration. The Board or the Committee of the Board may make
such rules and regulations and establish such procedures as it deems appropriate
for the administration of this Plan. In the event of a disagreement as to the
interpretation of this Plan or any amendment thereto or any rule, regulation or
procedure thereunder or as to any right or obligation arising from or related to
this Plan, the decision of the Board or, except as provided in paragraph (b) of
Section 4, the Committee of the Board shall be final and binding upon all
persons in interest including Employees, the Company and its shareholders.
10. Reservation of Shares. The Company shall reserve for issue or sale upon
exercise of outstanding options the appropriate number of Shares, and such
Shares shall be identified as those optioned under this Plan.
11. Withholding. Whenever the Company determines that it has an obligation to
withhold any federal, state or local tax by reason of the grant of an option
under this Plan or the delivery of Shares, cash or other property upon
exercise of an option granted under this Plan, the Company shall have the right
to withhold such tax or, where appropriate, to require the Optionee to remit to
the Company an amount sufficient to satisfy such federal, state or local
withholding obligation.
12. Duration of the Plan. No option shall be granted under this Plan more
than ten years after November 12, 1991.
13. Amendment of the Plan. The Board without further action by the
shareholders may amend this Plan from time to time as it deems desirable;
provided that no such amendment shall increase the maximum number of shares for
which options may be granted or reduce the minimum option price or modify the
class of employees eligible to receive options, or extend the maximum option
period or permit the granting of options after November 12, 2001.
14. Termination of the Plan. The Board may, in its discretion, terminate
this Plan at any time, but no such termination shall deprive Optionees of their
rights under their options.
A-4
1991 Stock Ownership Plan
<PAGE>
15. Effective Date - Shareholder approval. The Plan shall be effective as
of November 12 1991 and options hereunder may be granted on or after that date.
The Plan shall be submitted to the shareholders of the Company for their
approval at a meeting to be held in February, 1995.
16. SEC Rule 16b-3. - This Plan is intended to come within the safe harbor
provided by SEC Rule 16b-3 (or any successor provision) with respect to persons
who are subject to Section 16 of the Securities Exchange Act of 1934. Any
provision required by such Rule to be set forth in this Plan is incorporated
herein by reference, and any inconsistent provision herein (other than Section
13) is superceded.
A-5
1991 Stock Ownership Plan
<PAGE>
ARAMARK CORPORATION
(LOGO) PROXY CARD
SOLICITED BY THE BOARD OF DIRECTORS
Joseph Neubauer, Martin W. Spector and Donald S. Morton (each with power of
substitution) are hereby authorized to vote all the shares which the undersigned
would be entitled to vote if personally present at the annual meeting of
stockholders of ARAMARK Corporation (the "Company") to be held on February 14,
1995 and at any adjournment, as follows:
1. Election of Directors. / / FOR all nominees listed below
(except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote
for all nominees listed below
R.J. Callander, A.K. Campbell, R.R. Davenport, D.J. Davidson,
P.L. Defliese, L.F. Driscoll, Jr., M.S. Fromstein, E.G. Jordan, T.H. Kean,
R.C. MacDonald, J. Neubauer, J.E. Preston
(To withhold authority to vote FOR, write name(s) on line:
________________________________________________________)
2. To consider and act upon a proposal to approve the 1991 Stock Ownership
Plan, as amended.
/ / FOR / / ABSTAIN / / AGAINST
3. In their discretion upon such other matters as may properly come before
this meeting.
/ / GRANT AUTHORITY / / WITHHOLD AUTHORITY
<PAGE>
Any of the above-named proxy agents or their substitutes present and acting at
the meeting shall have all the powers conferred hereby.
If no choice is specified and the card is properly signed and returned, the
shares represented by the proxy card will be voted FOR the election of directors
and the approval of the 1991 Stock Ownership Plan, as amended.
Dated:_________________________ ______________________________________
Signature of Stockholder
IMPORTANT: Please sign exactly as your name or names appear hereon. Joint owners
should each sign personally. If you sign as agent or in another representative
capacity, please state the capacity in which you sign.
________________________________________ PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
(LOGO) ARAMARK
________________________________________
PLEASE INDICATE ANY ADDRESS CORRECTIONS OR CHANGES ON THE LABEL ABOVE.
</TABLE>
