<PAGE> 1
CANADA
ISPO 1995
ARAMARK CORPORATION
CANADIAN SUPPLEMENT TO
ISPO PROSPECTUS
Dated December 1, 1994
This supplement addresses significant aspects of the ARAMARK Ownership
Program and Installment Stock Purchase Opportunities granted thereunder that
apply to Canadian employees of Versa Services, Ltd.
----------------------
The following sections of the Prospectus are amended by this
Supplement:
Questions and Answers on pages 5 - 15
Income Tax Considerations on pages 17-18
Exercise Forms and Instructions in Annex B
----------------------
If you have any questions concerning the Program, you should call any
of the individuals or the automated Shareholder Information Service listed on
page 4 of the Prospectus.
----------------------
The date of this Prospectus Supplement is February 15, 1995
<PAGE> 2
CANADIAN INCOME TAX CONSIDERATIONS
The following discussion is not intended to be a complete statement of
the Canadian income tax consequences of the granting and exercise of purchase
opportunities pursuant to the Plans or the disposition of shares acquired upon
exercise of such purchase opportunities. Because of the complexities of the
Canadian income tax law, offerees are urged to consult their own tax advisor.
With respect to the purchase opportunities, ARAMARK understands that,
under current Canadian income tax laws, (i) no income will be recognized to the
employee at the time of grant; (ii) upon exercise of a purchase opportunity, the
employee must treat as a taxable benefit from employment the difference, if any,
between the exercise price and any higher fair market value of the Common Stock
on the date of exercise, (iii) the employee may deduct one-quarter of the
benefit in computing taxable income, and (iv) assuming the shares received upon
exercise of such purchase opportunities constitute capital assets in the
employee's hands, any gain or loss upon disposition of the shares may be treated
as a capital gain or loss. These results would apply whether or not Class B
shares are disposed of by the employee to raise cash to exercise purchase
opportunities.
ARAMARK understands that tendering shares already owned by the holder
of a purchase opportunity in order to exercise such purchase opportunity (a
"stock-for-stock exercise," so called) would be considered a disposition of
"convertible property" for new shares and would not be considered a sale of such
previously acquired shares that would result in the recognition of capital gain
or loss by the employee. For tax purposes, an employee electing to make a
stock-for-stock exercise (1) would be considered to have realized a taxable
benefit equal to the difference between the exercise price (the fair market
value of the old shares tendered) and the current fair market value of the new
shares, (2) may deduct one-quarter of the benefit in computing taxable income,
and (3) would have new shares with a tax basis equal to the old shares plus the
amount of the taxable benefit.
ARAMARK further understands that income recognized upon the exercise of
a purchase opportunity is not subject to tax withholding. The Company will
report to Revenue Canada the amount of income generated by the exercise of a
purchase opportunity, and the employee is required to report that amount in
his/her tax return.
If payment of a portion of the exercise price is deferred under the
Deferred Payment Program, the interest paid at the time of making the deferred
payment may be deductible during the year the interest is paid.
You are urged to discuss this matter as well with your tax advisor.
<PAGE> 3
QUESTIONS AND ANSWERS
The following questions and answers have changed from those in the
original Prospectus to reflect the currency exchange and the application of
Canadian tax laws and Canadian securities laws:
13. Q: How do I purchase shares of Common Stock?
A: To exercise an installment of your purchase opportunity and
purchase shares, you must deliver to the Company, at the
address which appears on the exercise form included in this
Prospectus Supplement, (1) your completed exercise form and
(2) payment of the aggregate purchase price.
The aggregate purchase price is payable in U.S. dollars.
14. Q: How do I make payment for the purchase price?
A: You may be eligible to use a combination of any of the
following means to pay for the aggregate purchase price
upon exercise of your purchase opportunity:
(1) the ARAMARK Deferred Payment Program for up to 3/4 of the
purchase price, (2) the sale of Class B shares, (3) the use
of Class B shares that you currently own in a stock-for-stock
exercise for up to the purchase price, and (4) by personal
cheque or bank draft in U.S. dollars.
15. Q: Why do I have to pay taxes when I exercise an installment?
A: When you exercise an installment, the difference (if any)
between the exercise price and any higher Appraisal Price of
the Common Stock at the time of the exercise is considered a
taxable benefit from employment. Under current income tax
legislation, one-quarter of the benefit is deductible in
computing your taxable income. The Company is not required to
withhold taxes at the time of the exercise. Quarterly tax
installments may be required to meet your full tax liability
due to this exercise, depending on your personal situation.
You should discuss your particular situation with your tax
advisor.
16. Q: Will the Company report to Revenue Canada the taxable
benefit (if any) that I realize upon the exercise of my
purchase opportunity?
A: Yes. The taxable benefit (if any) will be reported on a
T-4 form for the year in which the purchase occurs. The
purchase occurs at the time your completed exercise form and
your purchase price payment are received by the Company.
For example, if your exercise form and purchase price
payment for the appropriate installment are received by
the Company in December 1995, the taxable benefit will be
reported on a T-4 form for 1995; and if they are received in
January 1996, the taxable benefit will be reported on a
T-4 form for 1996. You may wish to consult with your tax
advisor when considering the time, within an installment
exercise period, to exercise a purchase opportunity.
18. Not Applicable.
<PAGE> 4
23. Q: How much of the purchase price payment may I defer under the
Deferred Payment Program?
A: You may defer payment of up to 3/4 of the purchase price
for the qualifying shares you are purchasing, but only for
the fourth, fifth and sixth installment of your ISPO.
28. Q: What are the anticipated Canadian income tax consequences to
me for participation in the Deferred Payment Program?
A: The tax consequences of exercising your stock purchase
opportunity installment will not change. Generally, under
current Canadian law, the interest would be deductible in
the year the interest is paid.
31. Q. What are the tax consequences if I sell Class B shares to
raise cash to exercise my purchase opportunity?
A. The sale of Class B shares is a taxable event. For a
discussion of the tax treatment accorded sales of Class B
shares, see "Canadian Income Tax Considerations" in this
Supplement. The tax consequences of selling Class B shares is
not affected by whether or not you use the proceeds of such
sale to exercise other purchase opportunities. Taxes due from
the sale of shares must be paid in addition to the taxes due
on the exercise of purchase opportunities. Again, you are
urged to discuss your particular situation with your tax
advisor.
34. Q: What are the tax consequences if I use the stock-for-stock
exercise method?
A: There will be no capital gain or loss on the disposition of
the old shares. The tax basis of the new shares you receive in
the exercise will be equal to the tax basis of the old shares
plus the amount of the taxable benefit included in your income
in respect of the new shares plus any other cash you pay
towards the purchase price.
37. Q: How much of the purchase price can be paid using the
stock-for-stock exercise method?
A: You may use the stock-for-stock exercise method to cover up
to, but not more than, the exercise price. For example, if
the exercise price for 100 shares is U.S. $8.00 per share, or
U.S. $800.00, and the Appraisal Price is U.S. $13.25 per
share, then you may use 60 shares that you currently own in
the stock-for-stock exercise method to pay U.S. $795.00 of
the exercise price, with the balance of U.S. $5.00 being paid
through the other available methods. You may not use 61
shares, because 61 times U.S. $13.25 (or U.S. $808.25)
exceeds the exercise price of U.S. $800.00.
41. Q: Can I have the shares registered jointly in my name and my
spouse's name?
A: The Canadian securities laws do not allow you to register
shares in the names of you and your spouse as joint tenants.
The Company intends to apply for an exemption to this law. If
an exemption is obtained, then you would be able to register
shares in the names of you and your spouse as joint tenants,
provided both you and your spouse sign the exercise form.
(Introduction to the Stockholders' Agreement)
<PAGE> 5
45. Q: May I transfer my shares of Common Stock for estate or tax
planning purposes?
A: The Canadian securities laws do not allow any transfers of
shares other than sales back to the Company. The Company
intends to apply for an exemption to this law. If an exemption
is obtained, then you would be able to transfer your shares
for estate or tax planning purposes as gifts to your spouse,
child, grandchild or parent or a trust for the benefit of any
of them or to a qualifying charitable organization. You may
also make other transfers to your family members, their trusts
or other entities if the transfer is approved by the Company's
Board of Directors.
51. Q: Will I be able to sell shares back to the Company?
A: Yes. Primarily, you will be able to sell your Class B shares
to the Company in the internal market. Secondly, the Company
provides an Emergency Buyback Program to accommodate certain
limited instances when unanticipated emergencies arise. The
Company anticipates that the combination of the internal
market and the emergency buyback program should provide
adequate liquidity to all management investors on an orderly
and equitable basis. The Company also provides an
offer-to-sell procedure for the Class B shares that could be
utilized. These three methods for realizing liquidity are
described more fully in the Prospectus (see Questions 53,
54, and 54). Of course, the ability of the Company to
repurchase any shares is subject to the Company's continued
strong operating and financial performance. (Section 3.03)
The purchase price will be payable in U.S. dollars. Since
the shares are valued in U.S. dollars and are purchased and
sold in U.S. dollars, the currency exchange risk is borne
by the employee investing.
55. Q: Will I be able to sell my Class B shares in any other way?
A: The anticipated normal procedure for selling Class B shares is
through the internal market. However, you could also offer a
portion of your Class B shares to the Company at the current
Appraisal Price of the Common Stock. The Canadian securities
laws do not allow any sale of shares other than sales back to
the Company. The Company intends to apply for an exemption to
this law. If an exemption is obtained and in the event your
Class B shares were not purchased by ARAMARK, you could offer
to sell your Class B shares within the next 90 days to a
third party who agreed to abide by all the terms of the
Stockholders' Agreement, on the same terms offered to
ARAMARK. (Section 4)
Upon termination for any reason, subject to the Company's
right to Call your Class B shares (see Question 56), you could
offer to sell your Class B shares as described above.
62. Q: What are the terms of the installment notes?
A: The Stockholders' Agreement provides for the following terms
for the installment notes. Annual cash payments will equal
the least of 10% of the principal,
<PAGE> 6
U.S. $100,000 or your highest base salary. At the end of the
10th year following termination, any remaining balance on the
notes will be paid in cash. Interest will be paid
semi-annually and the rate will be fixed at the U.S.
Applicable Federal Rate which currently varies approximately
from 6.55% to 8.07% depending upon the term of the note.
(Section 1.08) The interest is subject to a withholding tax
of 15%, which can be claimed as a foreign tax credit or
deducted on your tax return.
63. Q: If the Company purchases my Class B shares using, in part,
an installment note, will I have to pay tax on the entire
gain in the first year?
A: Generally, no. The purchase using a note usually will qualify
for installment treatment under the Canadian income tax laws.
You should be able to recognize taxable gain in proportion to
the cash payments of principal you will receive over the years
if you file Revenue Canada form T2017 with your tax returns,
but at a minimum you must recognize one fifth of the gain each
year for five years. You should consult with your tax advisor
to determine if installment sale treatment is advantageous to
you and how you should report it on your tax returns.
70. Q: How will the Canadian/U.S. dollar exchange rate affect my
participation in the plan?
A: The shares of ARAMARK stock are valued in U.S. dollars and
you will need to pay for your stock in U.S. dollars.
Any taxable benefit in the year of purchase will be calculated
on the Canadian dollar equivalent of excess of the appraisal
price at exercise over the grant price.
71. Q: Is there any Canadian/U.S. dollar exchange risk?
A: Yes, there is an exchange risk representing the change in
the Canadian dollar as compared to the U.S. dollar between
the date of purchase of the stock and the sale of the
stock. If the Canadian dollar weakens as compared to the U.S.
dollar, you stand to gain. If the Canadian dollar
strengthens as compared to the U.S. dollar, you may lose.
<PAGE> 7
VERSA SERVICES
EXERCISE FORM
SECTION 1 - WORKSHEET
DETERMINING YOUR COST FOR SHARES
<TABLE>
<CAPTION>
DEFINITION SOURCE
---------- ------
<S> <C> <C>
1 Grant Date ...............................................................................................1 2/13/95
--------
2 This Year's Installment Number...........................................................................2 1
--------
3 Number of Shares Now Exercisable..............Certificate of Grant.......................................3
--------
4 Exercise Price Per Share.................................................................................4 US$13.25
--------
5 Number of Shares You Wish To Exercise..........Cannot Exceed Line 3.......................................7
--------
6 Purchase Price of Shares (U.S. Dollars) -
Send draft for this amount...................Line 4 x Line 5............................................6 US$
--------
CALCULATING YOUR TAXABLE BENEFIT
7 Canadian Dollars Spent To Convert to Amount of U.S. Dollars in Line 6, Exclusive of Any Fees..............7 C$
--------
8 Canadian Dollar Exchange Rate You Incurred.....Line 7 divided by 6........................................8 C$
--------
9 March 1, 1995 Appraisal Price Per Share........Call 800-95-OWNER (Then press 1)...........................9 US$
--------
10 March 1 Appraisal Price x Canadian Dollar
Exchange Rate...............................Line 9 x Line 8............................................10 C$
--------
11 Canadian Dollar Value Per Share x Shares
Exercised...................................Line 10 x Line 5...........................................11 C$
--------
12 Total Appreciation Subject To Taxes*
(Canadian Dollars)..........................Line 11 - Line 7...........................................12 C$
--------
</TABLE>
* This is the amount of the taxable benefit that will be reported on your T-4.
Under current income tax legislation, you may deduct one-quarter of this
taxable benefit in computing your taxable income.
SECTION 2 - REGISTRATION AND SIGNATURE
Shares must be registered in your name. You must print your name below, sign and
date.
I hereby represent, warrant, and agree as follows:
A. I have received and read copies of (a) the Prospectus dated December 15,
1994, including the Amended and Restated Stockholders' Agreement, (b) the
Canadian Supplement to the Prospectus dated February 15, 1995, and
(c) ARAMARK's annual report on Form 10-K.
B. I have full power and authority to enter into the Amended and Restated
Stockholders' Agreement.
C. By signing below, I hereby execute and deliver and agree to be bound by the
Amended and Restated Stockholders' Agreement.
D. I will, upon request, execute any additional documents necessary or
desirable for me to become a party to the Amended and Restated Stockholders'
Agreement.
Print Name Signature SIN # Date
- --------------------- --------------------- ----------- ---------------
Home Address:
-----------------------------------------------------------------
(Street) (City) (Province) (Postal Code)
Home Phone #: Business Phone #:
--------------------- -----------------
Send this completed Exercise Form and your bank draft to: L. Annette Nedd,
29th Floor/Legal Department, ARAMARK Corporation, 1101 Market Street,
Philadelphia, PA 19107-2988. You may wish to use the enclosed pre-addressed
return envelope. Be sure to add the appropriate postage, and mail your
materials far enough in advance to reach ARAMARK by the deadline of April 15,
1995.
- ------------------------------------------------------------------------------
For Transfer Agent Use Only:
Bank Draft Number Bank Draft Amount $ HID#
------------ ------------- ---------
- ------------------------------------------------------------------------------
<PAGE> 8
PROSPECTUS ISPO 1994
ARAMARK CORPORATION
ARAMARK Ownership Program
Installment Stock Purchase Opportunity
15,876,242 Shares
Common Stock, Class B, $.01 Par Value
This Prospectus relates to a maximum of 15,876,242 shares of
the Common Stock Class B, $.01 par value ("Common Stock" or "Class B
Common Stock"), of ARAMARK Corporation ("ARAMARK" or the "Company")
being offered to eligible employees of the Company and its subsidiaries
under the ARAMARK Ownership Program (the "Program"). The Program
consists of the 1984 Stock Option Plan (the "1984 Option Plan"), the
1987 Stock Option Plan (the "1987 Option Plan") and the 1991 Stock
Ownership Plan (the "1991 Ownership Plan").
The Program provides for the offer and sale of shares of Common
Stock through the granting of installment stock purchase opportunities.
There is no established public trading market for the Company's
Common Stock and each new management investor is required to be bound
by the terms of an Amended and Restated Stockholders' Agreement (the
"Stockholders' Agreement") which also binds all other management
investors. Management investors may transfer their shares only in
limited instances, and then only in accordance with the terms of the
Stockholders' Agreement.
SEE PAGE B-1 FOR FORMS AND INSTRUCTIONS
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------
Neither the delivery of this Prospectus nor any sale made
through its use shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since the
date hereof. This Prospectus does not constitute an offer or
solicitation in any jurisdiction in which such offer or solicitation is
not authorized or in any jurisdiction in which the Company is not
qualified to make such an offer or solicitation or to anyone to whom it
is unlawful to make such offer or solicitation.
-----------------
The date of this Prospectus is December 1, 1994.
<PAGE> 9
TABLE OF CONTENTS
Available Information............................................. 2
Prospectus Summary................................................ 3
Questions and Answers............................................. 5
The ARAMARK Ownership Program..................................... 15
The Deferred Payment Program...................................... 17
Income Tax Considerations......................................... 18
Description of Equity Securities.................................. 19
Experts .......................................................... 20
Incorporation of Certain Documents by Reference................... 20
Annex A -- Amended and Restated Stockholders' Agreement...... A-1
Annex B -- Exercise Forms and Instructions................... B-1
AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission" or the "SEC"). Reports, proxy statements and other information
filed by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W. Washington,
D.C. and at the Commission's Regional Offices at 75 Park Place, New York, New
York; and 500 West Madison Street, Chicago, Illinois. Copies of such material
also may be obtained from the public reference section of the Commission at 450
Fifth Street, N.W., Washington, D.C. at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company may be inspected
at the offices of the Philadelphia Stock Exchange, 1900 Market Street,
Philadelphia, Pennsylvania.
The Company has filed with the Commission registration statements
relating to the shares of Common Stock offered hereby (herein, together with all
amendments and exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which have been
omitted in accordance with the rules and regulations of the Commission. For
further information, the reader is referred to the Registration Statement.
The Company will provide without charge to each person holding a
purchase opportunity granted under the Program, upon the request of such person,
a copy of any or all of the documents which are incorporated by reference
herein, other than exhibits to such documents. Written or telephone requests
should be directed to William B. Bourne, ARAMARK Corporation, ARAMARK Tower,
1101 Market Street, Philadelphia, PA 19107 (telephone: 215-238-3213).
ARAMARK Corporation is a Delaware corporation with its principal
offices located at ARAMARK Tower, 1101 Market Street, Philadelphia, PA 19107
(telephone: 215-238-3000). As used herein, references to the "Company" include
ARAMARK Corporation and its subsidiaries unless the context otherwise requires.
2
<PAGE> 10
PROSPECTUS SUMMARY
The following is a summary of this Prospectus and is qualified in its entirety
by the more detailed information appearing elsewhere in, or incorporated into,
this Prospectus.
The Company
The Company, through its subsidiaries, is engaged in providing or
managing services, including food, leisure and support services, uniform
services, health and education services and distributive services.
As a result of a management buyout transaction that was completed in
1984 by a group of investors led by senior management, the Company became the
parent of ARA Services, Inc. Since then, the number of management investors has
increased through stock offerings made from time to time to selected management
employees pursuant to the Company's Ownership Program. In 1988, as part of the
Company's Shareholder Enhancement Plan, management investors increased their
direct ownership interest in the Company. The Company recently changed its name
to ARAMARK Corporation.
Currently, approximately 1,000 management investors directly own
approximately 54% of the equity of the Company.
The ARAMARK Ownership Program
The ARAMARK Ownership Program (the "Program") provides selected
management employees of the Company and its subsidiaries with an opportunity to
purchase shares of ARAMARK's Common Stock.
Under the Program, selected management employees are granted
opportunities to purchase shares of Common Stock. The exercise price of each
purchase opportunity is the current appraisal price at the time the purchase
opportunity is granted, based upon the most recent available independent
appraisal.
Each 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 at least 100 shares, your entire purchase opportunity for
all installments will be canceled. Any subsequent annual installment may be
exercised for up to the maximum number of shares specified in your certificate
for that installment. However, no subsequent installment may be exercised for
less than 100 shares. Any portion of an annual installment not exercised by the
appropriate expiration date is canceled.
How to Purchase Shares
To exercise an installment of your purchase opportunity and thereby
purchase shares, you must deliver to the Company (at the address set forth on
the exercise form) during the corresponding exercise period set forth on your
certificate (1) a completed exercise form (included in this Prospectus as Annex
B), and (2) payment of the aggregate purchase price plus the aggregate amount of
applicable taxes required to be withheld or collected (as computed on the
exercise form).
Payment for the Shares
You may be eligible to use a combination of any of the following means
to pay for the aggregate purchase price (including required withholding taxes)
upon exercise of your purchase opportunity:
(1) The ARAMARK Deferred Payment Program for up to 3/4 of the total
purchase price, (2) the sale of Class B shares and/or Series C shares, (3) the
use of Class B shares that you currently own in a stock-for-stock exercise for
up to the purchase price (not including required withholding taxes), and (4) by
personal check.
3
<PAGE> 11
Stockholders' Agreement
At the time of the management buyout in 1984, all of the management
investors and other investors (except the ARA employee benefit plans, which were
prohibited by law from doing so) entered into a Stockholders' Agreement. The
Stockholders' Agreement was entered into to assure that the Company would have
consistent and uniform management as a private company, and that ownership of
the Company would be strictly controlled. At the time of the adoption of the
Shareholder Enhancement Plan in 1988, the Stockholders' Agreement was amended
and restated. The Stockholders' Agreement was further amended and restated in
1994, and these recent revisions will become effective December 14, 1994. By
exercising your purchase opportunity, you will be agreeing to be bound by the
terms of the Stockholders' Agreement. The term "Stockholders' Agreement" refers
to such agreement as it will become effective on December 14, 1994.
Under the terms of the Stockholders' Agreement, your investment in the
Common Stock can be sold only in limited instances. In addition, upon your
termination of employment, the Company may, but is not generally obligated to,
repurchase your shares.
The terms of the Stockholders' Agreement are summarized in this
Prospectus, and a copy of the Stockholders' Agreement is included as Annex A.
Other Factors
A copy of ARAMARK's most recent annual report on Form 10-K will be
distributed to you in early December 1994. The annual report contains financial
and other information about ARAMARK's operations. Available information for
subsequent periods can be obtained as described under "Available Information" on
page 2. You should read carefully the annual report as well as this Prospectus,
and consider the following (as well as the other information presented) before
electing to invest.
The Company is capitalized with substantial debt. The Company has
demonstrated it can operate profitably with a relatively high debt to equity
ratio. However, the results of its operations are more sensitive to changes in
market interest rates.
Additional Information
If you do not receive a copy of ARAMARK's most recent annual report on
Form 10-K, or if you have any questions about the Program or would like to
obtain further information, you should call one of the following persons in the
ARAMARK Corporate Compensation and Benefits Department:
William Bourne at (215) 238-3213
Mari Fulginiti at (215) 238-3217
Russ Garrison (215) 238-3238
You may also call the new automated Shareholder Information Service at:
800-95-OWNER
(800-956-9637)
If calling from the ARAMARK Tower, dial extension 3031.
4
<PAGE> 12
QUESTIONS AND ANSWERS
To assist you in better understanding the offering, this Prospectus
briefly describes certain significant provisions of the Program, the Common
Stock and the Stockholders' Agreement in a question and answer format. For more
complete answers to the questions, you are referred to the text of the
Stockholders' Agreement. References to the appropriate sections of the
Stockholders' Agreement appear in the answers to specific questions where
applicable. Those sections are incorporated by such reference into the answer,
and the answer is qualified in its entirety by such reference. The text of the
Stockholders' Agreement is set forth as Annex A to this Prospectus. For
convenience, the questions and answers are grouped as indicated in the following
table of contents.
Topic Q/A
----- ---
General 1 - 2
Installment Stock Purchase Opportunities (ISPOs)
General 3 - 12
How to Purchase and Pay Taxes Due 13 - 18
Deferred Payment Program 19 - 29
Sale of Currently-Owned Shares 30 - 31
Stock-for-Stock Exercises 32 - 38
Borrowing 39
Stock Ownership
General 40 - 43
Transferring Shares 44 - 47
Pledging Shares 48 - 50
Sales While Employed
General 51 - 52
Internal Market 53
Emergency Buy-Back Program 54
Offer-to-Sell 55
Sales Upon Termination of Employment
General 56 - 61
Installment Notes 62 - 63
Stock Repurchase Policy 64 - 69
1. Q: What is ARAMARK Corporation?
A: ARAMARK Corporation recently changed its name from The ARA Group,
Inc. The Company was formed by a group of investors led by senior
management and acquired ARA in a management buyout transaction in
1984. Management investors directly own more than 50% of the equity
of the Company.
2. Q: Are the shares of Common Stock being offered the same as the shares
owned by current management investors?
A: Yes, with the same rights and obligations to which current
management investors are subject under the Stockholders' Agreement.
3. Q. What is an Installment Stock Purchase Opportunity (ISPO)?
A. The Board of Directors, upon the advice and recommendation of senior
management, has approved the grant of an opportunity to participate
in the ownership of ARAMARK to selected management employees. This
is called an Installment Stock Purchase Opportunity, and is made to
you in the form of a certificate of grant.
5
<PAGE> 13
4. Q: Am I required to purchase shares?
A: No. Any exercise of any installment of your purchase opportunity by
you is strictly voluntary.
5. Q: When can I purchase the shares?
A: Your purchase opportunity can be exercised only in the installments
authorized on your certificate and only during the corresponding
installment exercise periods. There is a minimum and maximum number
of shares you can purchase in each installment. The normal
installment exercise period is December 15 - January 15 of each
year. You should refer to your certificate for the installment
exercise periods applicable to your purchase opportunity.
6. Q: Can I exercise an installment prior to its corresponding
installment exercise period?
A: No. You may exercise an installment, and thereby purchase shares,
only during its corresponding installment exercise period.
7. Q: How many shares can I purchase in each installment?
A: You may exercise in any installment up to the maximum number of
shares, but not less than the minimum number of shares, set forth
for such installment in your certificate. For purchase opportunities
granted prior to November 10, 1993, the number of shares have been
increased as a result of the stock split declared as of that date.
Statements with the adjusted terms of each holder's purchase
opportunities are distributed annually.
8. Q: What is the purchase price per share?
A: The price per share for all installments of your purchase
opportunity is set at the time your purchase opportunity is granted.
The price appears on your certificate and represents the Appraisal
Price based on the most recent available independent appraisal at
the time of grant. This price remains fixed throughout all of the
installment periods. For purchase opportunities granted prior to
November 10, 1993, the price per share has been decreased as a
result of the stock split declared as of that date. Statements with
the adjusted terms of each holder's purchase opportunities are
distributed annually.
9. Q: Can I still exercise a subsequent installment even if I do not
exercise the first installment?
A: No. Unless the first installment is exercised for at least 100
shares, the entire purchase opportunity for all installments will be
canceled upon the expiration of the first exercise period.
10. Q: If I exercise the first installment, must I exercise additional
installments?
A: No. Exercise of any installment does not obligate you to exercise
any other installment.
11. Q: If I do not exercise an installment for the maximum, what happens to
the unexercised portion of the installment?
A: Any unexercised portion of any installment will be canceled upon
expiration of the corresponding exercise period.
12. Q: What if my employment is terminated?
A: If your employment is terminated for any reason, your entire
remaining unexercised purchase opportunity will be canceled. However,
you will own any shares you purchased pursuant to any prior
exercises of installments. These shares will be subject to the
Company's right to repurchase pursuant to the Stockholders'
Agreement.
13. Q: How do I purchase shares of Common Stock?
A: To exercise an installment of your purchase opportunity and purchase
shares, you must deliver to the Company, at the address which
appears on the exercise forms included in this
6
<PAGE> 14
Prospectus as Annex B, (1) your completed exercise forms and
(2) payment of the aggregate purchase price plus the aggregate
amount of applicable taxes required to be withheld or collected.
Instructions for computing your taxes required to be withheld are
included on the exercise form.
14. Q: How do I make payment for the purchase price?
A: You may be eligible to use a combination of any of the following
means to pay for the aggregate purchase price (including required
withholding taxes) upon exercise of your purchase opportunity:
(1) the ARAMARK Deferred Payment Program for up to 3/4 of the total
purchase price, (2) the sale of Class B shares and/or Series C
shares, (3) the use of Class B shares that you currently own in a
stock-for-stock exercise for up to the purchase price (not including
required withholding taxes), and (4) by personal check.
15. Q: Why do I have to pay taxes when I exercise an installment?
A: When you exercise an installment, the difference (if any)
between the exercise price and any higher Appraisal Price of the
Common Stock at the time of the exercise is considered ordinary
taxable income. The Company is required to withhold taxes at the
time of the exercise. These include federal income taxes, social
security taxes (if appropriate), and applicable state income and
unemployment taxes (depending on the state in which you are
employed). This is not necessarily the entire amount of tax that you
will owe as a result of this exercise. Additional tax, including
estimated tax payments, may be required to meet your full tax
liability due to this exercise. You should discuss your particular
situation with your tax advisor.
16. Q: Will the Company report to the IRS the taxable income (if any)
that I realize upon the exercise of my purchase opportunity?
A: Yes. The taxable income (if any) and the taxes withheld will be
reported on your W-2 form for the year in which the purchase occurs.
The purchase occurs at the time your completed exercise forms and
your purchase price payment are received by the Company. For example,
if your exercise forms and purchase price payment for the appropriate
installment are received by the Company in December 1994, the
taxable income and the taxes collected will be reported on
your W-2 form for 1994; and if they are received in January
1995, the taxable income and the taxes collected will be
reported on your W-2 form for 1995. You may wish to consult
with your tax advisor when considering the time, within an
installment exercise period, to exercise a purchase
opportunity.
17. Q: How will I know what the Appraisal Price of the Common Stock is
during the exercise period when I can exercise an installment?
A: The Company's current practice is to have the Common Stock appraised
periodically by an independent appraiser. The Appraisal Price at
December 1, 1994 was $13.25.
18. Q: Can I compute the amount of withholding tax I must deposit with
the Company prior to exercising an installment?
A: Yes. A portion of the exercise form (included in this Prospectus as
Annex B) leads you through the computation of the amount of
applicable taxes required to be withheld or collected.
19. Q: What is the Deferred Payment Program?
A: The Deferred Payment Program is a Company program that allows you to
purchase shares of Common Stock for certain installments pursuant to
your exercise of a stock purchase opportunity installment and to
defer paying a portion of the purchase price.
20. Q: Who is eligible to participate in the Deferred Payment Program?
A: Generally, you may participate in the Deferred Payment Program
for the fourth, fifth, and sixth installment exercise for any
purchase opportunity.
7
<PAGE> 15
21. Q: Will the Deferred Payment Program be offered for subsequent ISPO
installment exercises?
A: The Company anticipates the Deferred Payment Program will be offered
annually for each fourth, fifth and sixth stock purchase opportunity
installment. However, the Deferred Payment Program for future
installments is subject to cancellation or modification at the
discretion of the Board of Directors.
22. Q: Do I have to participate in the Deferred Payment Program?
A: No. Any participation by you is strictly voluntary.
23. Q: How much of the purchase price payment may I defer under the
Deferred Payment Program?
A: You may defer payment of up to 3/4 of the total purchase price
(including required withholding taxes) for the qualifying shares
you are purchasing.
24. Q: How do I elect to participate in the Deferred Payment Program?
A: The exercise forms included in Annex B provide for your
electing to participate in the Deferred Payment Program. A portion
of the exercise form leads you through the election and computation
of the amount of payment you may defer.
25. Q: What are the terms of the Deferred Payment Program?
A: The deferred payment is due, plus interest, on the February 15 next
following the third anniversary of the date the stock purchase
opportunity is exercised. For example, for a stock purchase
opportunity exercise in January 1995, the deferred payment is due on
February 15, 1998. Interest accrues at an annual rate of 8 1/2%
simple interest, and is payable at the same time the deferred
payment is due. All of the shares purchased pursuant to the stock
purchase opportunity installment exercise are pledged to secure the
deferred payment obligation, and the Company holds the share
certificates. If you sell or otherwise transfer any of the pledged
shares, the entire deferred payment becomes due at the time of the
sale.
26. Q: Will I be able to sell shares to pay my deferred payment
obligation at the time it becomes due?
A: The Company intends to allow you to sell shares at that time.
However, all repurchases of shares by the Company must be approved
by the Board of Directors and are subject to the ability of the
Company to do so under its financing agreements.
27. Q: Can I prepay my deferred payment obligation?
A: Yes. You may prepay your deferred payment obligation at any time
before it becomes due.
28. Q: What are the anticipated federal income tax consequences to me
for participation in the Deferred Payment Program?
A: The tax consequences of exercising your stock purchase opportunity
installment will not change. Generally, under current federal law,
the interest paid at the time of making the deferred payment would
be treated for federal income tax purposes as "investment interest."
Accordingly, it may be deductible, but only to the extent of
investment income received during the year the interest is paid.
Investment income excludes any income taxed at the favorable capital
gains rate. As a result, you may not be able, or wish, to deduct
deferred payment interest when you pay it. However, investment
interest expense, including deferred payment interest, that is not
deducted for federal income tax purposes may be carried forward
indefinitely until it is used. You are urged to discuss this matter
with your tax advisor.
8
<PAGE> 16
29. Q: Will my obligation to pay the deferred payment be treated as debt
for my personal credit purposes?
A: Any decision regarding your personal credit, whether for a home
mortgage or otherwise, would be made by a lender. The Company
understands that generally the deferred payment obligation would be
treated as debt for personal credit purposes by lenders.
30. Q. How can I sell Class B or Series C Shares that I currently own to
pay the purchase price?
A. You may sell Class B or Series C Shares in the internal market that
is being conducted concurrently with the December 15 - January 15
installment exercise period. (See Question 53.) You may have the
cash proceeds of such sale applied to pay all or a portion of the
purchase price. The necessary forms and instructions are included
in Annex B.
31. Q. What are the tax consequences if I sell Class B or Series C
Shares to raise cash to exercise my purchase opportunity?
A. The sale of both Class B and Series C Shares are taxable events, but
each is subject to different tax rules. For a discussion of the
different tax treatments accorded sales of Class B and Series C
Shares, see "Income Tax Considerations" in this Prospectus. The tax
consequences of selling Class B or Series C Shares are not affected
by whether or not you use the proceeds of such sale to exercise
other purchase opportunities. Taxes due from the sale of Shares must
be paid in addition to the taxes due on the exercise of purchase
opportunities. Again, you are urged to discuss your particular
situation with your tax advisor.
32. Q: What is a stock-for-stock exercise?
A: The effect of a stock-for-stock exercise is much the same
as if you sold Class B Shares and used the cash proceeds to pay a
portion of the purchase 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.
33. Q: What is the benefit of using the stock-for-stock exercise method?
A: You can avoid recognizing any gain for federal income tax
purposes that you would otherwise recognize if you sold Shares that
you currently own and then used the cash proceeds to pay the
exercise price.
34. Q: What are the tax consequences if I use the stock-for-stock exercise
method?
A: The tax basis and holding period for the Shares that you currently
own and use in the stock-for-stock exercise remain unchanged. The
tax basis of the additional Shares you receive in the exercise is
equal to the current Appraisal Price at the time of the exercise.
35. Q: How do I use the stock-for-stock exercise method?
A: A portion of the exercise form in Annex B leads you through
the computation of how many shares that you currently own will be
needed in your stock-for-stock exercise. You may use any Class B
Shares that you (or you and your spouse jointly) have owned for more
than six months in a stock-for-stock exercise, even Shares that are
pledged to ARAMARK in the Deferred Payment Program.
36. Q: Who is eligible to use a stock-for-stock exercise?
A: Generally, you may use the stock-for-stock exercise method for the
fourth, fifth and sixth installment of a purchase opportunity or, if
you hold more than two purchase opportunities, you may use the
stock-for-stock exercise method for any installments.
37. Q: How much of the purchase price can be paid using the stock-for-stock
exercise method?
A: You may use the stock-for-stock exercise method to cover up
to, but not more than, the exercise price (not including required
withholding taxes). For example, if the exercise price for 100
9
<PAGE> 17
Shares is $8.00 per share, or $800.00, and the Appraisal Price is
$13.25 per share, then you may use 60 shares that you currently own
in the stock-for-stock exercise method to pay $795.00 of the
exercise price, with the balance of $5.00 (as well as the required
withholding taxes) being paid through the other available methods.
You may not use 61 Shares, because 61 times $13.25 (or $808.25)
exceeds the exercise price of $800.00.
38. Q: What are the restrictions on the Shares I use in a stock-for-stock
exercise?
A: You may use Shares in a stock-for-stock exercise only if
the Shares are owned by you (or you and your spouse jointly) and
only if the Shares have been owned for more than six months. In
addition, Shares that you use in the stock-for-stock exercise
method, like the Shares you acquire in an exercise of a purchase
opportunity, are not eligible for sale in the internal market during
the six months after the exercise.
39. Q: Can I borrow money to purchase the shares covered by my purchase
opportunity?
A: Yes. Generally, if you wish to borrow money to purchase shares, you
must make your own financing arrangements with outside lenders.
However, for the exercise of the fourth, fifth or sixth installment
of a purchase opportunity, you may elect to defer payment of up to
3/4 of the total purchase price (including required withholding
taxes) under ARAMARK's Deferred Payment Program, in effect,
borrowing money from the Company (see Questions 19 through 29).
40. Q: Will I receive a stock certificate for the shares of Common Stock
that I purchase?
A: Yes, you will receive written confirmation of your stock purchases.
Stock certificates will be issued only on request. If you are
eligible and have elected to participate in ARAMARK's Deferred
Payment Program, then a stock certificate will be issued and held by
the Company (see Question 25 ).
41. Q: Can I have the shares registered jointly in my name and my spouse's
name?
A: Yes, you can register shares in the names of you and your spouse as
joint tenants, provided both you and your spouse sign the exercise
form. (Introduction to the Stockholders' Agreement)
42. Q: Will I receive dividends on the Common Stock?
A: If the Board of Directors declares a dividend, holders of Common
Stock on the dividend record date will be entitled to receive that
dividend.
43. Q: Will I be entitled to vote on any matters submitted to a vote of
ARAMARK Corporation stockholders?
A: Yes, you will generally be free to vote your shares in any manner
you choose on any matters properly presented to the stockholders.
(Section 16.04)
44. Q: May I transfer my shares of Common Stock?
A: Generally, you may not sell or otherwise transfer your shares of
Common Stock (other than in certain limited instances).
(Section 2.01)
45. Q: May I transfer my shares of Common Stock for estate or tax planning
purposes?
A: Yes. You may transfer your shares (other than Series C Shares) for
estate or tax planning purposes as gifts to your spouse, child,
grandchild or parent or a trust for the benefit of any of them or
to a qualifying charitable organization. You may also make other
transfers to your family members, their trusts or other entities
if the transfer is approved by the Company's Board of Directors.
(Section 3.01)
10
<PAGE> 18
46. Q: Are these permitted transfers subject to any conditions?
A: Yes. The transferee must sign a document confirming that he or she
is acquiring the shares subject to all the terms and conditions of
the Stockholders' Agreement, and such document must be delivered to
and approved by the Company before the transfer. (Section 2.03(a))
47. Q: When will I be able to transfer my Class B shares freely without
having to comply with the restrictions on transfer contained in the
Stockholders' Agreement?
A: Generally, the Stockholders' Agreement will continue in force unless
the stockholders who are parties to the Agreement and the Company
vote to terminate or change it. (Section 11)
48. Q. May I pledge my shares of ARAMARK Common Stock?
A. Yes, you may pledge your shares to a commercial bank, savings
and loan institution or any other lending or financial institution
as security for your indebtedness. However, you may do so only if
the lender agrees that, upon realization of its security, the lender
will dispose of the shares only in compliance with the terms of the
Stockholders' Agreement. (Section 3.02) If you are eligible and
elect to participate in ARAMARK's Deferred Payment Program, you will
be required to pledge shares to ARAMARK (see Question 25).
49. Q. Will the pledged shares be subject to the Stockholders' Agreement?
A: Yes.
50. Q: Will I be able to sell pledged shares in the internal market or
under the Emergency Buyback Program?
A: Yes. However, your entire deferred payment obligation will become
due at the time of such sale.
51. Q: Will I be able to sell shares back to the Company?
A: Yes. Primarily, you will be able to sell your Class B Shares
and Series C Shares to the Company in the internal market. Secondly,
the Company provides an Emergency Buyback Program to accommodate
certain limited instances when unanticipated emergencies arise. The
Company anticipates that the combination of the internal market and
the emergency buyback program should provide adequate liquidity to
all management investors on an orderly and equitable basis. The
Company also provides an offer-to-sell procedure for the Class B
Shares that could be utilized. These three methods for realizing
liquidity are described more fully below (see Questions 53, 54, and
55). Of course, the ability of the Company to repurchase any shares
is subject to the Company's continued strong operating and financial
performance. (Section 3.03)
52. Q. Will the Company inform me prior to the time that I purchase from
the Company (through the exercise of a purchase opportunity or
otherwise) or sell to the Company (in the internal market or
otherwise) any of my shares of stock of any pending or potential
transaction that could increase or decrease the value of the stock?
A. No. The Company will not disclose any pending or potential
transaction in connection with your decision to purchase from or
sell to the Company any shares of Company stock owned by you. It is
in the best interests of the Company and the Stockholders taken as a
whole for the Company to be able to conduct orderly transactions in
Common Stock on a continual basis (including in connection with the
internal market and repurchases upon termination of employment) and
for the Company concurrently to be able to consider from time to
time on a confidential basis potential transactions which could
affect the fair market value and/or the Appraisal Price of the Class
B Shares. The Company does not disclose publicly its projections or
the status of any transaction that may be under consideration.
(Section 8)
11
<PAGE> 19
53. Q: What is the internal market?
A: The internal market is a process whereby the Company, on a
periodic basis, offers to purchase some of your Class B and Series C
shares. At the time of the offer, each management owner will then be
able to decide whether to accept or reject the offer. The internal
market provides the primary way for management owners to sell some
of their stock holdings.
In this regard, a management owner can pursue a sale of stock in the
internal market in excess of the guideline stated below by
contacting one of the persons listed on page 4 of this Prospectus.
The Internal Market Policy approved for 1995 consists of four
quarterly repurchase periods, and subject to further review and
approval by the Board of Directors prior to each subsequent annual
offering, is as follows:
<TABLE>
<CAPTION>
Class B Shares Series C Shares
-------------- ---------------
<S> <C> <C>
Offering Periods: December 15 to January 15 Same as for Class B Shares
March 15 to April 15
June 15 to July 15
September 15 to October 15
Offerees: All management owners All management owners
Purchase Price: The most recent available $1,000 per share plus accrued
Appraisal Price as of: and unpaid dividends
December 1, 1994
March 1, 1995
June 1, 1995
September 1, 1995
Payment Terms: Cash Cash
Individual Guideline for each Generally, up to $50,000 or, if Unlimited
Offering Period: greater, 10% of shares owned (up to
a maximum of $150,000); requests
for larger sales can be made by
contacting one of the persons
listed on page 4 of this Prospectus
Required Holding Period: Shares owned for less than six None
months are not eligible for resale
in the internal market.
</TABLE>
54. Q: What is the Emergency Buyback Program?
A: From time to time there may be compelling circumstances when an
unanticipated emergency arises which may cause a management
owner to request the Company to repurchase Class B or Series C
shares. Each request will be reviewed individually, taking into
account all relevant circumstances.
55. Q: Will I be able to sell my Class B shares in any other way?
A: The anticipated normal procedure for selling Class B shares
is through the internal market. However, you could also offer a
portion of your Class B shares to the Company at the current
Appraisal Price of the Common Stock. In the event your Class B
shares were not purchased by ARAMARK you could offer to sell your
Class B shares within the next 90 days to a third party who agreed
to abide by all the terms of the Stockholders' Agreement, on the
same terms offered to ARAMARK. (Section 4)
Upon termination for any reason, subject to the Company's right to
Call your Class B shares (see Question 56), you could offer to sell
your Class B shares as described above.
12
<PAGE> 20
56. Q: If my employment with the Company and its subsidiaries is terminated
for any reason, does the Company have the right to require me to
sell my Class B shares to the Company?
A: Yes. This right of the Company to require you to sell your
Class B shares is described as a "Call." At any time during the 10
years following the termination of your employment the Company has
the right to Call any or all of your Class B shares and any or all
of the Class B shares of all of your permitted transferees. The
Company's intention is to exercise promptly its Call right if you
are terminated for any reason for all Class B shares except those
acquired by exercising stock options shortly before or after
termination. The Company intends to Call those Class B shares
approximately six months after they were acquired. (Section 6) The
Company also intends, pursuant to the terms of the Series C Shares,
to repurchase such Series C Shares at the time the remaining Class B
Shares are repurchased.
57. Q: Do the Call rights apply to a termination of my employment with
ARAMARK and its subsidiaries which is beyond my control?
A: Yes. The Call rights apply to all terminations of employment with
ARAMARK and its subsidiaries without regard to cause, including
death, permanent and complete disability, voluntary or involuntary
termination of employment and retirement. For example, if ARAMARK
were to sell the division or subsidiary in which you work, then the
Call rights would apply even though you were continuing to work in
the same organization. (Section 6)
58. Q: How will I be paid for my Class B shares when they are Called?
A: The Company, in almost all cases, will purchase your Class B shares
at the Appraisal Price of the Common Stock at the time the
Company gives notice it is exercising the Call, without interest.
However if the Company gives notice it is exercising the Call more
than 120 days after the time of termination of employment, the
Company will repurchase your Class B shares at the lesser of the
Appraisal Price at the time of termination plus 8% simple interest
to the time of such notice or the Appraisal Price at the time of
such notice. Under the terms of the Stockholders' Agreement, payment
will be in cash up to the least of 10% of the shares called,
$100,000 or your highest base salary with the remainder paid in
installment notes. (Section 6.02)
59. Q: What if ARAMARK cannot repurchase my Class B shares pursuant to the
exercise of a Put or a Call because it would cause a default under
one of ARAMARK's loan agreements or would violate applicable law?
A: Your Class B shares would be repurchased on the earliest practicable
date when such repurchase could be effected in compliance with such
loan agreement and applicable law. The price to be paid could be
affected because of such delay. (Section 10.01)
60. Q: If I voluntarily terminate my employment, the Company has the right
to call my Class B shares of Common Stock. Will the Company inform
me prior to the time I terminate my employment of any pending
or potential transaction that could increase the value of the
Common Stock?
A: No. The Company will not disclose any pending or potential
transaction in connection with your decision to terminate your
employment (or in connection with your decision to exercise a Put or
in any other circumstance). It is in the best interests of the
Company and the Stockholders taken as a whole for the Company to be
able to conduct orderly transactions in Common Stock on a continual
basis (including in connection with the internal market and
repurchases upon termination of employment) and for the Company
concurrently to be able to consider from time to time on a
confidential basis potential transactions which could affect the
fair market value and/or the Appraisal Price of the Class B shares.
The Company does not disclose publicly its projections or the status
of any transaction that may be under consideration. (Section 8)
13
<PAGE> 21
61. Q: Will I be able to require the Company to repurchase Class B shares?
A: Generally, no. However, upon your death, Complete Disability or
Normal Retirement, you or your estate, as appropriate, subject to
the Company's financing agreements, can require the Company to
purchase up to 30% of your Class B shares. This right to require
the Company to purchase Class B shares is described as a "Put."
The Company will be required to purchase these shares for cash at
the current Appraisal Price of the Common Stock. The Company
intends to purchase ("Call") your Class B remaining shares (see
Question 56). However, in the event the Company does not Call your
Class B shares, then you could offer to sell the remaining shares
(see Question 55). (Section 5)
62. Q: What are the terms of the installment notes?
A: The Stockholders' Agreement provides for the following terms for the
installment notes. Annual cash payments will equal the least of 10%
of the principal, $100,000 or your highest base salary. At the end
of the 10th year following termination, any remaining balance on the
notes will be paid in cash. Interest will be paid semi-annually and
the rate will be fixed at the Applicable Federal Rate which
currently varies approximately from 6.55% to 8.07% depending upon
the term of the note. (Section 1.08)
63. Q: If the Company purchases my Class B shares using, in part, an
installment note, will I have to pay tax on the entire gain in the
first year?
A: Generally, no. The purchase using a note usually will qualify for
installment treatment under the federal income tax laws. You should
be able to recognize taxable gain in proportion to the cash payments
of principal you will receive over the years. You should consult
with your tax advisor to determine if installment sale treatment is
advantageous to you and how you should report it on your tax returns.
64. Q: What is the Stock Repurchase Policy?
A: The Company's Stock Repurchase Policy provides for payment
terms that are generally more favorable to you than the payment
terms provided for in the Stockholders' Agreement. This Policy,
which is described below (see Questions 65 through 69), may be
amended, discontinued or varied for all repurchase transactions
generally or for any specific repurchase transaction at any time by
the Company without notice. The Policy does not affect the total
repurchase price which you will be paid for your shares.
65. Q: If I terminate before age 55 and my Class B shares are Called,
what does the Stock Repurchase Policy currently provide?
A: The initial cash payment will be a minimum of $50,000 and each
annual principal installment on the promissory note will be a
minimum of $25,000.
66. Q: If I terminate at or after age 55 but before Normal Retirement and
my Class B shares are Called, what does the Stock Repurchase Policy
currently provide?
A: The total repurchase price will be paid in an initial cash
payment and subsequent annual principal installments on the
promissory note in equal amounts, so that the entire repurchase
price will have been paid before you reach age 66. Each such payment
is subject to a minimum of $50,000 and a maximum of $300,000 with
any remaining balance paid in the final installment.
67. Q: If I terminate through Normal Retirement and my Class B shares are
Called (or if I exercise my Put and the remainder of my Class B
shares are Called), what does the Stock Repurchase Policy currently
provide?
A: Generally, Normal Retirement means you are at least age 60 and you
retire from active employment. The initial cash payment will
be 30% of the total repurchase price. The remainder of the total
repurchase price will be paid in equal annual principal installments
on the promissory note so that the entire repurchase price will have
been paid before you reach 66 (or if you are 63 or over, in 3 equal
annual principal installments). Each such payment is subject to a
minimum of $50,000 and a maximum of $300,000 with any remaining
balance paid in the final installment.
14
<PAGE> 22
68. Q: If I die or become Completely Disabled and my Class B shares are
Called (or if my estate exercises its Put and the remainder of my
shares are Called), what does the Stock Repurchase Policy
currently provide?
A: The initial cash payment will be 30% of the total repurchase price.
The remainder of the total repurchase price will be paid in three
equal annual principal installments on the promissory note. Each
such payment is subject to a minimum of $50,000 and a maximum of
$300,000 with any remaining balance paid in the final installment.
69. Q: Does the Stock Repurchase Policy provide for an alternative interest
rate on the promissory note?
A: Yes. In lieu of a fixed interest rate (equal to the Applicable
Federal Rate at the time of the repurchase) for the entire life of
the promissory note, you may make a one-time irrevocable election at
the time of repurchase for the rate to reset annually on the date of
each principal payment to the Applicable Federal Rate then in
effect.
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
them a more direct and continuing interest in the future success of the
Company's business.
Under the Program, the direct ownership in the Company has increased
from 62 original management investors in 1984 to approximately 1,000 management
investors today owning approximately 54% of the equity. In addition, at October
28, 1994, management employees held installment stock purchase opportunities for
8,148,460 shares and stock options for an additional 2,121,880 shares.
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.
The Program uses the 1984 Stock Option Plan, the 1987 Stock Option Plan
and the 1991 Stock Ownership Plan. These Plans allow the Company to offer, and
under the Program the Company has offered, stock purchase opportunities to
selected employees in three different ways: the direct sale of shares, the grant
of installment 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.
This Prospectus relates to the grant and exercise of installment stock
purchase opportunities. Through installment stock purchase opportunities, the
Company granted to more than 1,000 management employees an opportunity to invest
in, or increase their investment in, the Company. Shares for installment stock
purchase opportunities may be granted from the 1984 Stock Option Plan (the "1984
Option Plan"), the 1987 Stock Option Plan (the "1987 Option Plan") and the 1991
Stock Ownership Plan (the "1991 Ownership Plan").
The 1984 Option Plan was adopted by the Board of Directors and approved
by the stockholders in December 1984 in connection with the management buyout.
Amendments to the Plan were approved by the stockholders in February 1987. The
Plan provides for the issuance of up to 14,643,192 shares of Common Stock
through the granting of incentive stock options and/or nonqualified options.
Under the terms of the Plan, a specified number of the options are reserved for
issue in connection with promotions or to new hires. On October 28, 1994,
1,719,704 options were outstanding under the Plan and 1,573,146 shares were
available for the grant of future options under the Plan. No additional options
can be granted under the Plan after December 14, 1994.
The 1987 Option Plan was adopted by the Board of Directors in May 1987
and was approved by stockholders in February 1988. The Plan provides for the
issuance of up to 8,357,956 shares of Common Stock through the granting of
incentive stock options and/or nonqualified options. On October 28, 1994,
1,513,452 options were outstanding under the Plan and 2,632,736 shares were
available for the grant of future options.
The 1991 Ownership Plan was adopted by the Board of Directors in
November 1991 and was amended in 1994. The Plan provides for the issuance of up
to 10,000,000 shares of Common Stock through the granting of nonqualified
options. On October 28, 1994, 7,038,684 options were outstanding under the Plan
and 1,398,520
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<PAGE> 23
shares were available for the grant of future options. The Company intends to
seek stockholder approval of the 1991 Ownership Plan at the February, 1995
annual meeting.
In accordance with the terms of the Plans, the purchase price for
shares subject to purchase opportunities granted under the Plans will not be
less than the fair market value of the shares (based upon the most recent
available independent appraisal) on the date of the grant. Shares issued
pursuant to the Plans are subject to the Stockholders' Agreement. The Plans
provide that the terms of options and purchase opportunities outstanding under
the Plans and the number of shares authorized under the Plans will be
appropriately adjusted upon the declaration of stock dividends and upon the
occurrence of certain other events.
The Plans grant certain authority to the Human Resources, Compensation
and Public Affairs Committee (the "Committee") which consists of six members of
the Board.
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 Plans, and subject to
the express provisions of the Plans, 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 Plans is not
determinable.
Purchase opportunities are not transferable. No purchase opportunity
can be subject to attachment, execution or levy of any kind. Each purchase
opportunity shall be exercisable only by the employee to whom it is granted and
only while an employee of ARAMARK or a subsidiary (or any other entity in which
ARAMARK continues to own an equity interest and which the Board of Directors
designates).
ARAMARK will use the net proceeds from the sale of shares pursuant to
exercises of purchase opportunities for general corporate purposes.
The Plans are not subject to any provisions of the Employee Retirement
Income Security Act of 1974 and are not "qualified" within the meaning of
Section 401(a) of the Internal Revenue Code.
The Board of ARAMARK or the Committee may establish such procedures as
it deems appropriate for the administration of the Plans. It may also include at
the time a purchase opportunity is granted such additional terms and conditions
as it deems desirable to the extent such are not inconsistent with the Plans.
The opinion of the Committee, or the Board for certain matters described in the
Plans, shall be final and binding upon all persons in interest, including
employees, ARAMARK and its stockholders.
The Board may amend the Plans from time to time as it deems desirable,
except that certain amendments to the 1984 Option Plan or to the 1987 Option
Plan or, after stockholder approval of the 1991 Ownership Plan, to the 1991
Ownership Plan, would require stockholder approval.
Neither the Plans nor any purchase opportunity granted under the Plans
gives any employee the right to continue in the employ of ARAMARK or its
subsidiaries or limits in any respect the right of ARAMARK or any subsidiary to
terminate such employee.
The appraised fair market value of the Common Stock, as of December 1,
1994 was $13.25. The appraisal of the fair market value of the shares of Common
Stock was provided by Houlihan Lokey Howard & Zukin ("Houlihan"), a professional
independent appraiser. Such appraisal was based on the financial condition and
results of operations of ARAMARK, a comparison of ARAMARK with other companies
with similar characteristics, and other factors prevailing at the time such
determination was made.
In connection with the services rendered by Houlihan with respect to
the preparation of the appraisal referred to above and other appraisals of
Company securities within the 12 months prior to the date of this Prospectus,
Houlihan has received fees from the Company of approximately $100,000 plus
reimbursement of certain expenses. In addition, the Company has agreed to
indemnify Houlihan against certain liabilities which it might incur in
connection with the preparation of the appraisal referred to above or otherwise
as a result of the services rendered by such firm.
THE DEFERRED PAYMENT PROGRAM
The Deferred Payment Program was adopted in 1992 and is designed to
enable employees to take better advantage of installment stock purchase
opportunities granted to them, by giving them the alternative to
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<PAGE> 24
defer payment of a portion of the purchase price generally beginning with the
fourth and subsequent installments (a "covered installment"). For installments
exercisable between December 15, 1994 and January 15, 1995, the Deferred Payment
Program is available for holders of purchase opportunities that were first
granted prior to December 1991.
The Company anticipates that the Deferred Payment Program will continue
to be offered. However, the Program is subject to cancellation or modification
at the discretion of the Board of Directors.
The Deferred Payment Program currently in effect will permit the holder
of an installment stock purchase opportunity to defer payment of up to
three-quarters of the total purchase price (including required withholding
taxes) for the shares being purchased under a covered installment. Accordingly,
payment may be deferred for up to 38 months in some cases. (In order to comply
more clearly with certain laws which may be applicable, ARAMARK has the right to
require the payment on demand. However, ARAMARK has no intention of exercising
such right.) Interest will accrue on any deferred payment at a fixed annual rate
(currently 8 1/2% simple interest), and will be payable at the time the deferred
payment is due. ARAMARK may from time to time select a different interest rate
for use in future deferred payment obligations. However, the interest rate at
the time a deferred payment obligation is entered into is fixed for the entire
term of the obligation. The Company will hold as collateral all shares purchased
under any installment in which any portion of the purchase price is financed
under the Deferred Payment Program until the deferred payment is received by the
Company. Deferred payment obligations may be prepaid at any time at the election
of the employee and will become due immediately in the event any shares securing
the deferred payment obligation are sold or otherwise transferred by the
stockholder (whether pursuant to a call of such shares by ARAMARK upon
termination of employment or otherwise). Holders of installment stock purchase
opportunities are not required to use the Deferred Payment Program. If you have
any questions about the Deferred Payment Program, you should call Marie Paschall
at the ARAMARK Corporate Treasury Department (telephone: 215-238-3194).
INCOME TAX CONSIDERATIONS
The following discussion is not intended to be a complete statement of
the federal income tax consequences of the granting and exercise of purchase
opportunities pursuant to the Plans or the disposition of shares acquired upon
exercise of such purchase opportunities. Because of the complexities of the
federal income tax law, offerees are urged to consult their own tax advisor.
With respect to the purchase opportunities, ARAMARK understands that,
under current federal income tax laws, (i) no income will be recognized to the
employee at the time of grant; (ii) upon exercise of a purchase opportunity, the
employee must treat as ordinary income the difference, if any, between the
exercise price and any higher fair market value of the Common Stock on the date
of exercise, and (iii) assuming the shares received upon exercise of such
purchase opportunities constitute capital assets in the employee's hands, any
gain or loss upon disposition of shares (measured by reference to the fair
market value of the shares on the date of exercise) may be treated as capital
gain or loss. These results would apply whether or not Class B shares are
disposed of by the employee to raise cash to exercise purchase opportunities.
The Company is required to report to the IRS the amount of gross proceeds
received from the disposition of Class B stock and the employee is required to
report that amount in his/her tax return. None of the income from exercise of
purchase opportunities or gain from the sale of stock acquired through exercise
of such purchase opportunities would be an item of tax preference subject to
AMT.
ARAMARK understands that tendering shares already owned by the holder
of a purchase opportunity in order to exercise such purchase opportunity (a
"stock-for-stock exercise," so called) would be considered a "like-kind
exchange" of existing shares for new shares and would not be considered a sale
of such previously acquired shares that would result in the recognition of
capital gain or loss by the employee. For tax purposes, an employee electing to
make a stock-for-stock exercise would be considered to receive from the exercise
(1) the shares tendered, with the same basis and holding period to the employee
as the shares had prior to being tendered, (2) the additional shares resulting
from the exercise with a tax basis to the employee equal to their current fair
market value and a holding period commencing with the date of exercise, and (3)
ordinary taxable income equal to the difference between the exercise price and
the current fair market value of all of the shares acquired through the
exercise.
ARAMARK further understands that income recognized upon the exercise of
a purchase opportunity is subject to tax withholding and that it is obligated to
withhold or collect an amount equal to a portion of the tax applicable to such
income. Consequently, ARAMARK requires the exercising employee to deposit with
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<PAGE> 25
ARAMARK the amount of taxes required to be withheld or collected. The Company is
required to report to the IRS the amount of ordinary income generated by the
exercise of a purchase opportunity by including that amount as compensation in
the employee's form W-2, and the employee is required to report that amount in
his/her tax return.
Where an employee disposes of Series C stock, whether or not the cash
received would be used to exercise purchase options, the gross amount of cash
received generally will be taxable to the employee as ordinary dividend income.
(Only where the employee retains no interest in ARAMARK stock or rights to
acquire ARAMARK stock may the disposition of Series C shares qualify for
favorable capital gains treatment.) There is no requirement to withhold taxes in
connection with the disposition of Series C stock. The Company, however, is
required to report to the IRS the gross amount of cash paid to the employee from
the disposition of Series C shares and the employee is required to include that
amount in his/her tax return.
If payment of a portion of the exercise price is deferred under the
Deferred Payment Program, the interest paid at the time of making the deferred
payment would be treated as "investment interest". Accordingly, it may be
deductible, but only to the extent of investment income received during the year
the interest is paid. "Investment income" excludes any income taxed at the
favorable capital gains rate. As a result, you may not be able, or wish, to
deduct deferred payment interest when you pay it. However, investment interest
that is not deducted can be carried forward and be deductible in future years to
the extent of the holder's investment income in such years. You are urged to
discuss this matter with your tax advisor. Similarly, to the extent that
purchase opportunities are exercised using other borrowed funds, the interest
incurred on such borrowing may be treated as "investment interest". You are
urged to discuss this matter as well with your tax advisor.
DESCRIPTION OF EQUITY SECURITIES
General
The authorized capital of the Company consists of 185,000,000 shares,
which includes 150,000,000 shares of Common Stock, Class B, par value $.01 per
share ("Common Stock" or "Class B Common Stock"); 25,000,000 shares of Common
Stock, Class A, par value $.01 per share ("Class A Common Stock"); 10,000,000
shares of Series Preferred Stock, par value $1.00 per share ("Series Preferred
Stock"). As of October 28, 1994, 24,233,590 shares of Class B Common Stock were
issued and outstanding (not including 10,945,441 shares subject to options,
installment stock purchase opportunities and deferred stock units granted and
outstanding under the Company's Plans), 2,074,947 shares of Class A Common Stock
were issued and outstanding and 16,896 shares of Series C Preferred Stock were
outstanding.
Management investors (approximately 1,000 persons at the date of this
Prospectus) hold all of the shares of outstanding Class B Common Stock of the
Company. There is no established public trading market for the Common Stock or
the Series C Preferred Stock of the Company.
The following is a summary of certain provisions of the Restated
Certificate of Incorporation of the Company (the "Certificate of Incorporation")
and the By-Laws of the Company, as amended. The summary is qualified in its
entirety by reference to such documents filed as exhibits to the Registration
Statement of which this Prospectus is a part.
The Class A Common Stock and the Class B Common Stock
Voting. Each share of Class A Common Stock and each share of Class B
Common Stock entitles the holder thereof to one vote on all matters submitted to
the stockholders.
All actions submitted to a vote of stockholders are voted upon by
holders of Class A Common Stock and Class B Common Stock voting together except
that the holders of Class A Common Stock and Class B Common Stock vote
separately as classes with respect to amendments to the Company's Certificate of
Incorporation that may alter or change the powers, preferences or special rights
of their respective classes of stock so as to affect them adversely, and such
other matters as may require class votes under the Delaware General Corporation
Law.
There is no provision in the Certificate of Incorporation permitting
cumulative voting.
Dividends and Other Distributions (including Distributions upon
Liquidation of the Company). Dividends on the Class A Common Stock and the Class
B Common Stock are paid when, as and if declared by the Board of Directors and
permitted under the Company's loan agreements. In respect of rights to dividends
and other distributions in cash, stock or property of the Company (including
distributions upon liquidation of the Company, after provision for creditors of
the Company and any shares of the Company's capital stock having a preference
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<PAGE> 26
on liquidation, dissolution or winding up of the Company), each share of Class A
Common Stock is entitled to ten times the dividends and other distributions
payable on each share of Class B Common Stock when, as and if such dividends or
distributions may be declared and/or paid; provided, however, that in the case
of dividends or other distributions payable on the Class A Common Stock and the
Class B Common Stock in capital stock of the Company other than Preferred Stock,
including distributions pursuant to split-ups or divisions of the Class A Common
Stock or the Class B Common Stock, only Class A Common Stock is distributed with
respect to Class A Common Stock and only Class B Common Stock is distributed
with respect to Class B Common Stock. In no event may either Class A Common
Stock or Class B Common Stock be split, divided or combined unless the other is
split, divided or combined equally.
Convertibility. The Class A Common Stock is not convertible. Subject to
the prior approval of the Board of Directors, the Class B Common Stock is
convertible at all times, in whole or in part, and without cost to the
stockholder, into Class A Common Stock on the basis of ten shares of Class B
Common Stock for each share of Class A Common Stock. Only full-time employees
and directors of the Company (and their Permitted Transferees while the
transferor is a full-time employee or director) may hold Class B Common Stock.
Upon any holder of Class B Common Stock ceasing to be a full-time employee or
director of the Company, such holder's Class B Common Stock automatically
converts into Class A Common Stock, on the basis of ten shares of Class B Common
Stock for each share of Class A Common Stock. The Board of Directors may at any
time order the conversion of all the Class B Common Stock into Class A Common
Stock on a ten-for-one basis. No fractions of shares of Class A Common Stock
would be issued on such conversion, but rather such amounts would be paid in
cash based on the market value (or, if the Company is not publicly traded, the
last appraised value) of the Class B Common Stock.
Other. The Class A Common Stock and Class B Common Stock do not carry
any preemptive rights enabling a holder to subscribe for or receive shares of
stock of the Company of any class or any other securities convertible into
shares of stock of the Company.
EXPERTS
The audited consolidated financial statements and related notes and
schedules included in the Company's Annual Report on Form 10-K for the year
ended September 30, 1994, incorporated by reference herein have been audited by
Arthur Andersen LLP, independent public accountants, as set forth in their
report also incorporated herein by reference. In their report, that firm states
that with respect to amounts included for Versa Services Ltd., the Company's
Canadian subsidiary, its opinion is based on the report of other auditors,
namely Ernst & Young, Chartered Accountants, whose report is also incorporated
herein by reference. The financial statements referred to above have been
incorporated by reference herein in reliance upon the reports of said firms and
upon the authority of said firms as experts in accounting and auditing.
Subsequent audited financial statements of the Company and the reports thereon
of the Company's independent public accountants, to the extent incorporated
herein by reference, have been so incorporated in reliance upon the reports of
those accountants and upon the authority of those accountants as experts in
accounting and auditing to the extent such accountants have audited those
financial statements and consented to the use in this Prospectus of their
reports thereon.
The appraisal of Houlihan Lokey Howard & Zukin, independent securities
appraisers, and references thereto included in this Prospectus have been
included herein in reliance upon the authority of said firm as an expert in
securities valuations.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, if filed by the Company with the Commission
prior to the termination of the offering of the shares, are incorporated herein
by reference:
1. The Company's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Exchange Act.
2. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year of
the annual report referred to in Item 1 above.
3. All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.
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<PAGE> 27
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 subsequently filed document which also is or is deemed to be
incorporated by reference herein or in a supplement hereto 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.
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<PAGE> 28
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
OF
ARAMARK CORPORATION
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of the 14th day
of December, 1994, which further amends and restates the Amended and Restated
Stockholders' Agreement dated as of December 14, 1984 (the "Agreement"), by and
among ARAMARK CORPORATION (formerly The ARA Group, Inc. and ARA Holding
Company), a Delaware corporation ("ARAMARK"), and the parties identified on the
books of ARAMARK as "Management Investors" or their "Permitted Transferees" or
as "Individual Investors" or "Institutional Investors."
In consideration of the terms and conditions herein contained, the
parties hereto mutually agree as follows:
The parties hereto (other than ARAMARK) and any other person who
hereafter acquires equity securities of ARAMARK pursuant to the provisions of,
and subject to the restrictions and rights set forth in, this Agreement are
sometimes hereinafter referred to collectively, as the "Stockholders" or,
individually, as a "Stockholder." The Management Investors and the Individual
Investors are sometimes hereinafter referred to collectively as the "Investor
Group." Institutional Investors and Individual Investors are sometimes
hereinafter referred to collectively as "Outside Investors." Unless otherwise
explicitly set forth herein, the term "Management Investors" shall mean only
those individuals so identified on the books of ARAMARK, exclusive of such
individuals' respective heirs, Permitted Transferees (as identified on the books
of ARAMARK) or other Transferees (as defined in Section 2.03(a) hereof);
provided that the Board of Directors of ARAMARK may, from time to time and in
its sole discretion, designate any Stockholder then employed by ARAMARK or its
Subsidiaries a "Management Investor." Stockholders who are Permitted Transferees
are identified as such on the books of ARAMARK, along with the identity of their
respective transferors. Where a full-time employee or director has acquired or
acquires equity securities of ARAMARK in joint tenancy with their spouses or in
any other manner other than sole direct ownership, such employee or director is
deemed to be a Management Investor and such record owner is deemed to be his or
her Permitted Transferee.
A Transferee who is not already a party to this Agreement, by executing
the document referred to in Section 2.03(a) hereof, shall thereby become
entitled to the benefits of this Agreement and shall be deemed to be an
"Institutional Investor", except: if such Transferee is an employee of ARAMARK,
then he or she shall be deemed to be a "Management Investor"; if such Transferee
is a Transferee pursuant to Section 3.01 of an Individual Investor, then he or
she shall be deemed to be an "Individual Investor"; if such Transferee is a
Transferee pursuant to Section 3.01 of a Management Investor (or of his or her
Permitted Transferee), then he or she shall be deemed to be a "Permitted
Transferee" of such Management Investor. Determination of the classification of
a Stockholder by the Board of Directors shall be conclusive and binding on all
parties hereto.
ARAMARK's Class B Common Stock, par value $.01 per share ("Class B
Common Stock"), and Class A Common Stock, par value $.01 per share ("Class A
Common Stock") are collectively referred to herein as the "Common Stock," and
when so referred to shall be treated as one class to which all the provisions of
this Agreement apply.
Pursuant to ARAMARK's Restated Certificate of Incorporation (the
"Certificate of Incorporation"), upon the termination of employment of a
Management Investor, the shares of Class B Common Stock held by such Management
Investor and his or her Permitted Transferees shall be converted into shares of
Class A Common Stock; and upon any transfer of shares of Class B Common Stock in
accordance with the terms of this
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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 29
Agreement other than to a Management Investor or Permitted Transferee of a
Management Investor, such shares shall be converted into shares of Class A
Common Stock. Shares so converted shall continue to be subject to the terms and
conditions of this Agreement.
For purposes of this Agreement only, the employment of a Management
Investor shall be deemed terminated if he or she shall cease to be a director or
an active, full-time employee of ARAMARK or its Subsidiaries. Such termination
of employment shall not change the designation of such person as a Management
Investor.
The parties hereto desire to restrict the sale, assignment, transfer,
encumbrance or other disposition of the Common Stock, including issued and
outstanding shares of Common Stock as well as shares of Common Stock which may
be issued hereafter, or which may become issuable pursuant to the exercise of
options, and to provide for certain rights and obligations with respect thereto
as hereinafter provided.
1. Certain Definitions.
1.01 "Affiliate" shall mean a Person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with another Person.
1.02 "Appraisal Price" of shares of Common Stock shall mean the
fair market value of such shares, as determined by an Appraiser according to the
most recent existing appraisal of shares of Common Stock, which appraisal shall
be as of a date not more than six months prior to the use thereof. Such
determination by the Appraiser shall be conclusive and binding on all
Stockholders and ARAMARK. With respect to shares of Class A Common Stock
resulting from the conversion of shares of Class B Common Stock pursuant to the
terms of the Certificate of Incorporation, the "Appraisal Price of (an
equivalent number of) shares of Class B Common Stock" shall mean the Appraisal
Price, had the conversion not occurred, of such shares of Class B Common Stock.
1.03 "Appraiser" shall mean a firm headquartered in the United
States of nationally recognized standing in the business of appraisal or
valuation of securities which does not own any stock of ARAMARK and which has
been selected by the Board of Directors to act as an independent appraiser. The
Board of Directors shall review its selection of an Appraiser annually.
1.04 "Call" or "Called" shall mean ARAMARK's option to purchase
Common Stock from the holder thereof referred to in Sections 6 and 7 hereof.
1.05 "Completely Disabled" and "Complete Disability" shall mean a
"permanent and total disability" as now defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the "Code").
1.06 "Normal Retirement" shall mean voluntary termination of
employment with ARAMARK after attaining the age of 60, on at least 90 days prior
written notice of such termination, where the retiree does not intend to, at the
time of termination, and in fact does not, engage in full-time employment
following such termination other than employment that is with a governmental or
a charitable, non-profit organization and that is not competitive with ARAMARK.
1.07 "Person" shall mean a corporation, an association, a
partnership, an organization, a business, an individual, a government or
political subdivision thereof or a governmental agency.
1.08 "Promissory Note" shall mean a subordinated installment note
of ARAMARK substantially in the form of Exhibit A to this Agreement, with a
stated annual rate of interest equal to the Applicable Federal Rate (as such
term is defined in the Code) as of the issue date of the Promissory Note, as
determined by ARAMARK; with equal annual installments of principal equal in
amount to the least of (1) 10% of the original principal amount of the
Promissory Note, (2) the Management Investor's highest annual base salary as an
employee of ARAMARK, or (3) $100,000; and with the final installment of
principal equal to the outstanding balance and due at the final
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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 30
maturity; and with the first installment of principal due on the April 15 or
October 15 occurring closest to the first anniversary of the issue date of the
Promissory Note; and with the final maturity no later than the tenth anniversary
of the Management Investor's termination of employment; and with such other
insertions as ARAMARK shall reasonably make.
1.09 "Put" shall mean the option of the holder to cause ARA to
purchase Common Stock referred to in Section 5 hereof.
1.10 "Subsidiary" shall mean any corporation or other entity of
which ARAMARK shall, directly or indirectly, own 50% or more of the equity, as
determined for purposes of this Agreement by the ARAMARK Board of Directors and
any other corporation or other entity in which ARAMARK shall directly or
indirectly have an equity investment and which the ARAMARK Board of Directors
shall in its sole discretion designate.
2. Limitations on Transfers of Shares.
2.01 Transfers Prohibited Unless Specifically Permitted. No
Stockholder shall transfer any shares of Common Stock at any time, unless such
sale, assignment, pledge or encumbrance or other transfer shall have been
effected in accordance with the terms of Section 3, 4, 5, 6 or 7 of this
Agreement. ARAMARK shall not transfer upon its books any shares of Common Stock
held or owned by any of the Stockholders to any person except in accordance with
this Agreement.
2.02 Inconsistent Agreements Prohibited. Unless approved by the
Board of Directors, no Stockholder shall grant any proxy or enter into or agree
to be bound by any voting trust with respect to Common Stock nor shall any
Stockholder enter into any stockholder agreement or arrangement of any kind with
any person with respect to Common Stock inconsistent with the provisions of this
Agreement (whether or not such agreement and arrangement is with other
Stockholders or holders of Common Stock that are not parties to this Agreement),
including but not limited to, any agreement or arrangement with respect to the
acquisition, disposition or voting of shares of Common Stock, or act, for any
reason, as a member of a group or in concert with any other persons in
connection with the acquisition, disposition or voting of shares of Common Stock
in any manner which is inconsistent with the provisions of this Agreement.
2.03 Requirements for all Transfers.
(a) Transferee Must Agree to be Bound by Agreement. Unless
otherwise explicitly provided herein, no Stockholder shall sell,
assign, pledge, encumber or otherwise transfer any shares of
Common Stock to any person (all such persons, regardless of the
method of transfer, shall be referred to collectively as
"Transferees" and individually as a "Transferee") unless (a) such
Transferee shall have executed, as a condition to its acquisition
of shares (or, in the case of a Transferee by will or the laws of
descent, record ownership on the books of ARAMARK) of Common
Stock, an appropriate document confirming that such Transferee
takes such shares subject to all the terms and conditions of this
Agreement and (b) such document shall have been delivered to and
approved by ARAMARK prior to such Transferee's acquisition of
shares (or, in the case of a Transferee by will or the laws of
descent, record ownership on the books of ARAMARK) of Common
Stock. ARAMARK shall not unreasonably withhold or delay its
approval of any such document.
(b) Transfer Must Comply with Securities Laws. No Stockholder
shall sell, assign, pledge, encumber or otherwise transfer any
shares of Common Stock at any time if such action would
constitute a violation of any federal or state securities or
blue sky laws or a breach of the conditions to any exemption
from registration of the Common Stock under any such laws or a
breach of any undertaking or agreement of such Stockholder
entered into pursuant to such laws or in connection with
obtaining an exemption thereunder. Any Stockholder who proposes
to sell, assign, pledge, encumber or transfer any shares of
Common Stock may deliver to ARAMARK an opinion of counsel that
such action would not result in any such violation or breach.
The delivery of such opinion shall
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AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 31
be deemed to establish compliance with the provisions of this
Section 2.03(b) unless, within ten days after the receipt by
ARAMARK of such opinion, counsel for ARAMARK shall deliver an
opinion that such action would result in any such violation or
breach (such opinion to state the basis of the legal conclusions
reached therein).
(c) Endorsement of Stock Certificates. Each certificate
representing shares of Common Stock shall bear endorsements
reading substantially as follows:
The securities represented by this certificate are
subject to the right of the Corporation to repurchase
such securities on the terms and conditions set forth
in a Stockholders' Agreement dated as of December 14,
1984, as the same may be amended from time to time, a
copy of which may be obtained from the Corporation or
from the holder of this instrument. No transfer of
such securities will be made on the books of the
Corporation unless accompanied by evidence of
compliance with the terms of such Agreement.
Such certificate shall bear any additional endorsement
which may be required for compliance with federal or state
securities or blue sky laws. In the case of uncertificated
shares of Common Stock, the books of ARAMARK shall bear
appropriate notations reflecting the foregoing.
3. Certain Permitted Transfers of Shares.
3.01 Estate Planning Transfers, etc. Subject to the restrictions
set forth in Section 2.03 and Section 4.06, a Stockholder shall be entitled to
make the following transfers of shares of Common Stock: (A) if made for nominal
consideration or as gifts: (i) any transfer or assignment to any one or more of
the following relatives of the Stockholder - spouse, child, grandchild, parent -
or to a trust of which there are and continue to be, during the term of this
Agreement no principal beneficiaries other than one or more of such relatives;
(ii) any transfer to any charitable organization which qualifies as such under
Section 501(c)(3) or any successor provision of the Code; (iii) any transfer
to a legal representative in the event any Stockholder becomes mentally
incompetent; (iv) any transfer of record title to any nominee or custodian,
provided that the Stockholder so transferring such shares remains the beneficial
owner thereof; (B) any transfer among members of a family, their trusts or other
entities, if approved by the Board of Directors; (C) any transfer among
Institutional Investors which became Stockholders in December 1984; and (D) with
respect to a corporate or partnership Stockholder transfer between an Affiliate
and such corporate or partnership Stockholder (it being understood with respect
to such Affiliate that the later sale of such Affiliate as part of a sale or
series of sales of substantial assets other than Common Stock would not
constitute an indirect sale of Common Stock by such corporate or partnership
Stockholder, and need not be made within the terms of this Agreement, provided
that an officer of such institution certifies that such sale is not being
undertaken to evade the transfer restrictions herein).
3.02 Permitted Pledges. A Stockholder shall be entitled to pledge
his or her shares of Common Stock to ARAMARK, a commercial bank, savings and
loan institution or any other lending or financial institution as security for
any indebtedness of such Stockholder to such lender; provided that such lender
shall first agree not to dispose of such shares except in compliance with the
provisions of this Agreement.
3.03 Authority of Board of Directors to Approve Transfers; Actions
by Board of Directors. Notwithstanding any other provision of this Agreement,
the Board of Directors shall have the authority to approve any transfer, or
class, category or type of transfer, of Common Stock. Such authority of the
Board of Directors shall extend to, among other things, (i) the authority to
create an internal market for shares of the Company's stock pursuant to which
Management Investors would be offered the opportunity to sell a portion of their
shares at the times and on the terms set by the Board of Directors, and (ii) the
authority to waive entirely the restrictions (including, without limitation,
restrictions relating to rights of first offer and reoffer, calls upon
termination of employment and sales, transfers and other dispositions of shares)
set forth in this Agreement which relate to Management Investors and which do
not relate to Outside Investors. Any such approval may be revoked by the Board
at any time without notice and such revocation shall be effective with respect
to any action, including any
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or all transfers or proposed transfers, unless, prior to such revocation, the
shares have been presented to the transfer agent for the purpose of registering
such transfer, in proper form and satisfying the requirements of Section 8-401
of the Uniform Commercial Code or such other applicable law relating to the duty
of an issuer to register securities transfers.
The Board of Directors may delegate any and all authority it has under
this Agreement to any committee thereof and/or to any authorized officer or
agent.
4. Rights of First Offer and Reoffer of Shares.
4.01 Transfers by Management Investors.
(a) A Management Investor or Permitted Transferee may sell shares
of Common Stock, by complying with the terms of this Section 4.
The selling Management Investor shall first give written notice
(a "Management Investor's Notice") to ARAMARK stating such
selling Management Investor's desire to make such transfer, the
number of shares of Common Stock to be transferred (the "Offered
Management Shares"), and the price which the selling Management
Investor proposes to be paid for the Offered Management Shares,
which proposed price shall not be greater than the Appraisal
Price of (an equivalent number of) shares of Class B Common Stock
(the "First Offer Price").
(b) Upon receipt of the Management Investor's Notice, ARAMARK
shall have the irrevocable and exclusive option to buy up to all
of the Offered Management Shares at the First Offer Price;
provided, however, that ARAMARK shall not have the right to
purchase any of the Offered Management Shares unless either
(i) ARAMARK purchases all such Offered Management Shares, or
(ii) such selling Management Investor consents to the purchase
of less than all of the Offered Management Shares. ARAMARK's
option under this Section 4.01(b) shall be exercisable by a
written notice to such selling Management Investor, given within
45 days from the date of receipt of the Management Investor's
Notice.
4.02 Transfers by Outside Investors.
(a) An Outside Investor may sell shares of Common Stock,
including pursuant to the registration rights under Section 2.1
of ARAMARK's Amended and Restated Registration Rights Agreement
amended and restated as of April 7, 1988 (the "Registration
Rights Agreement"), by complying with the terms of this Section
4. The selling Outside Investor shall first give written notice
(a "Seller's Notice") to ARAMARK stating such selling Outside
Investor's desire to make such transfer, the number of shares of
Common Stock to be transferred (the "Offered Investors' Shares"),
and the price which the selling Outside Investor proposes to be
paid for the Offered Investors' Shares (the "First Offer
Investors' Price").
(b) Upon receipt of the Seller's Notice, ARAMARK shall have the
irrevocable and exclusive option to buy up to all of the Offered
Investors' Shares at the First Offer Investors' Price; provided,
however, that ARAMARK shall not have the right to purchase any of
the Offered Investors' Shares unless either (i) ARAMARK purchases
all such Offered Investors' Shares, or (ii) such selling Outside
Investor consents to the purchase of less than all of the Offered
Investors' Shares. ARAMARK's option under this Section 4.02(b)
shall be exercisable by a written notice to such selling Outside
Investor, given within 45 days from the date of the receipt of
Seller's Notice.
4.03 Transfer of Offered Shares to Third Parties. If the
Management Investor's Notice or the Seller's Notice (collectively, the "Notice")
required to be given pursuant to Section 4.01 or 4.02, as the case may be, has
been duly given, and ARAMARK determines not to exercise its option to purchase
the Offered Management Shares or the Offered Investors' Shares (collectively,
the "Offered Shares") or determines (with
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the consent of the Stockholder who has made the First Offer) to exercise its
option to purchase less than all the Offered Shares, then the Stockholder who
has made such First Offer shall be free, for a period of 90 days from the
earlier of (i) the expiration of the option period with respect to such First
Offer pursuant to Section 4.01 or 4.02, as the case may be, or (ii) the date
such Stockholder shall have received written notice from ARAMARK stating that
ARAMARK intends not to exercise in whole or in part the option granted under
Section 4.01 or 4.02, as the case may be, to sell to any third-party Transferees
the remaining Offered Shares, at a price equal to or greater than the First
Offer Price, in the case of Management Investors or their Permitted Transferees,
and the First Offer Investors' Price, in the case of Outside Investors;
provided, however, that the Transferee complies with the provisions of
Section 2.03; and provided further that, in the case where such selling
Stockholder is a Management Investor or a Permitted Transferee, such Transferee
shall have been approved by ARAMARK as a suitable investor in a privately-owned
services management company. ARAMARK shall not unreasonably withhold or delay
such approval. Anything herein to the contrary notwithstanding, the 90-day
period described in this Section 4.03 shall be extended until the completion of
all sales pursuant to a registration statement, a request for which was made
substantially concurrently with the Notice.
4.04 Reoffers. In the event the proposed purchase price of a
third-party Transferee for the Offered Shares is less than the First Offer Price
or the First Offer Investors' Price, as the case may be, the Stockholder
desiring to sell at such lesser price shall not sell or otherwise transfer any
of the Offered Shares unless such selling Stockholder shall first reoffer the
Offered Shares at such lesser price to ARAMARK by giving written notice (the
"Reoffer Notice") to ARAMARK of such selling Stockholder's intention to make
such transfer at such lower price (the "Reoffer Price"). ARAMARK shall then have
an irrevocable and exclusive option to purchase all or part of the Offered
Shares at the Reoffer Price, exercisable in the same manner as provided in
Section 4.01 or 4.02, as the case may be. In the event ARAMARK does not then
elect to purchase all the remaining Offered Shares, or ARAMARK elects (with the
consent of the Stockholder desiring to sell) to purchase less than all the
remaining Offered Shares, the remaining Offered Shares may be sold by such
selling Stockholder within 30 days following the earlier of (i) the expiration
of the option period with respect to such Reoffer pursuant to Section 4.01 or
4.02, as the case may be, or (ii) the last date on which such selling
Stockholder shall have received written notice from ARAMARK stating that ARAMARK
intends not to exercise in whole or in part the option granted in this Section
4.04, at a price equal to or greater than the Reoffer Price; provided, however,
that the Transferee complies with the provisions of Section 2.03; and provided
further that, in the case where such selling Stockholder is a Management
Investor or a Management Investor's Permitted Transferee, such Transferee shall
have been approved by ARAMARK as a suitable investor in a privately-owned
services management company. ARAMARK shall not unreasonably withhold or delay
such approval.
4.05 Waiting Period With Respect to Subsequent Transfers. In the
event that ARAMARK does not exercise its option to purchase any or all of the
Offered Shares at the First Offer Price or the First Offer Investors' Price, as
the case may be, or at the Reoffer Price, and the Stockholder desiring to sell
shall not have sold the remaining Offered Shares to any Transferee for any
reason before the expiration of the 30 day period described in Section 4.04 in
the event of a Reoffer, or, if no Reoffer Notice is given, the 90 day period
described in Section 4.03, then such selling Stockholder shall not sell any
shares of Common Stock to any Transferee or other Stockholder (other than to
Permitted Transferees pursuant to Section 3.01) at any price for a period of
three months from the last day of such 30 or 90 day period, as the case may be.
4.06 No Sales of Control.
(a) Subject to Section 4.06(b) and except as provided
in Section 3.03 (transfers approved by the Board of Directors),
no Person or group of Persons, as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934 (the "Exchange Act"),
including for the purposes of this paragraph as part of such
Person's group, Transferees pursuant to Section 3.01, shall
become (whether through the purchase of shares pursuant to this
Agreement or otherwise or through any other action) the holder,
directly or indirectly, of 10% or more of either the outstanding
shares of Class A Common Stock or the outstanding shares of Class
B Common Stock. Any transaction resulting in a violation of this
Section 4.06(a) shall be void, and of no effect against ARAMARK,
and ARAMARK shall not record any such purported transfer on its
books. Two or more Stockholders owning in the
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<PAGE> 34
aggregate 10% or more of such outstanding shares shall not be
deemed to be a group of Persons for the purposes of this
Section 4.06 solely because such Stockholders are parties to this
Agreement or because such Stockholders are related by blood or
marriage and/or because such Stockholders are officers or
directors of ARAMARK.
(b) The provisions of Section 4.06(a) shall not apply to the
acquisition by ARAMARK, directly or indirectly, of shares of
Common Stock, notwithstanding that as a result of such
acquisition any Person or group of Persons acting in concert
would own 10% or more of such outstanding shares subsequent to
such an acquisition, but shall apply to any subsequent
acquisition or other action by such Person or group of Persons.
4.07 Form of Consideration for Shares. No offer to purchase or to
sell shares of Common Stock shall be deemed to be a valid offer under this
Section 4 unless the purchase price of such offer is payable in cash or
securities that can be readily valued by reference to quoted trading prices. The
purchase price of shares upon exercise of an option under this Section 4 in
respect of a Notice which specifies only cash as the form of consideration shall
be payable only in cash.
4.08 Merger Transaction. Subject to any applicable provisions of
the Certificate of Incorporation or any loan agreement or instruments to which
ARAMARK is a party, ARAMARK may enter into any agreement of merger to merge with
or into any other corporation; and, in such event, Sections 4.01 through 4.07 of
this Agreement shall not be applicable to such merger and all shares may be
transferred for such consideration as approved by the Board of Directors and the
Stockholders in accordance with applicable law.
4.09 Transfers in a Public Offering. In the event a request is
made under Section 2.1 of the Registration Rights Agreement for a demand
registration, then the procedures set forth in Sections 4.02 through 4.05 shall
be modified in the following respects:
(a) Such request shall also provide the information required to
be stated in a Seller's Notice, and shall also constitute a
Seller's Notice.
(b) Prior to the expiration of the 21 day period under the
Registration Rights Agreement within which ARAMARK is to file a
registration statement covering the shares the holder of which
requested a demand registration, ARAMARK shall have the
irrevocable and exclusive option to buy all (and only all) of the
Offered Investors' Shares at the First Offer Investors' Price,
which shall be the proposed public offering price after reduction
for commissions, discounts and the like.
(c) In the event the public offering price (after reduction for
commissions, discounts and the like) is more than 10% lower than
the First Offer Investors' Price, or the number of shares
included in the offering is reduced to less than 75% of the
shares as to which the Seller's Notice was delivered (otherwise
than by reason of a cut down by the Underwriter) then Section
4.04 shall apply, but such section shall not otherwise apply to
any sale pursuant to a registration statement.
(d) In the event all of the Offered Investors' Shares are elected
to be purchased, the demand registration shall be held in
abeyance pending the closing of such purchase in accordance with
this Agreement.
5. Put of Shares upon Death, Complete Disability or Normal Retirement.
5.01 Put in Event of Death, Complete Disability or Normal
Retirement. Subject to any instruments or agreements of ARAMARK from time to
time in effect restricting or otherwise governing the repurchase or retirement
of shares of ARAMARK's capital stock (the "Loan Agreements") and to applicable
law, unless a Call pursuant to Section 6.01 shall have been exercised by
ARAMARK, upon the death, Complete Disability or Normal Retirement of any
Investor Group member, at the option of such Investor Group member, such
Investor Group member's estate, heirs or personal representative, and such
Investor Group member's Permitted
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<PAGE> 35
Transferees (other than Permitted Transferees specified in Section 3.01(A)(ii))
(collectively, the "Holders" of such Investor Group member's shares) and within
30 days of receipt by ARAMARK of a Seller's Notice from such Holders, which
notice must be given within 30 days from the date of the appointment of a
personal representative of such Investor Group member, the date he or she
became Completely Disabled, or the date of his or her Normal Retirement,
ARAMARK shall purchase from such Holders the shares of Common Stock held by
such Holders specified in such Seller's Notice up to 30% of such shares so held
at a purchase price determined in accordance with Section 5.02. ARAMARK shall
be under no obligation to purchase such shares unless it shall have received a
Seller's Notice from such Holders in accordance with this Section 5.01.
5.02 Purchase Price of Put Shares. The purchase price for the
shares of Common Stock purchased pursuant to Section 5.01 shall be the Appraisal
Price of (an equivalent number of) shares of Class B Common Stock, for the
shares of a Holder of a Management Investor's shares, and shall be the Appraisal
Price of shares of Class A Common Stock for the shares of a Holder of an
Individual Investor's shares. ARAMARK shall satisfy its obligation to purchase
shares upon the exercise of any Put granted under Section 5.01 with cash.
6. Call of Shares upon Termination of Employment.
6.01 Call in Event of Termination. Unless the shares of Common
Stock held by a Management Investor and his or her Permitted Transferees have
been earlier sold pursuant to Section 4 (rights of first offer and reoffer),
including the earlier recording of the transfer of such shares on the books of
ARAMARK, ARAMARK shall have an exclusive and irrevocable option, at any time and
from time to time during the period of 10 years following the termination of
employment of such Management Investor for any reason whatsoever (including
without limitation death, Complete Disability or Normal Retirement) to make a
purchase or purchases of up to all of the shares of Common Stock owned by such
Management Investor and his or her Permitted Transferees, at a purchase price,
with respect to any such exercise, determined in accordance with Section 6.02.
6.02 Purchase Price. The purchase price per share for any shares
of Common Stock purchased pursuant to Section 6.01 shall be the lesser of (i)
the Appraisal Price of (an equivalent number of) shares of Class B Common Stock
at the time ARAMARK gives notice that it is exercising its Call option and (ii)
the Appraisal Price of (an equivalent number of) shares of Class B Common Stock
at the date of termination of employment, plus in the case where ARAMARK gives
notice it is exercising its Call option more than 120 days after the date of
termination of employment, 8% simple interest on such amount from the date of
termination of employment through the date ARAMARK gives notice that it is
exercising its Call option. ARAMARK shall satisfy its obligations to purchase
shares upon the exercise of such Calls with cash up to the least of $100,000, or
the Management Investor's highest annual base salary as an employee of ARAMARK,
or 10% of the aggregate purchase price for such Called shares and, at the
Company's option, with cash and/or Promissory Notes valued at their principal
amount for the remainder.
7. Involuntary Transfer of Shares.
7.01 Certain Involuntary Transfers; Seller's Notice. Except for
involuntary transfers (by foreclosure or otherwise) to ARAMARK of shares of
Common Stock pledged to ARAMARK, in the event a Stockholder shall involuntarily
transfer directly or indirectly any or all of his or her shares, for any reason
other than as a result of those events specified in Section 6, such Stockholder
shall give written notice within 30 days of such involuntary transfer (the
"Stockholder Notice") to ARAMARK, with a copy to the Transferee, stating the
fact that the involuntary transfer occurred, the reason therefor, the date of
the transfer, the name and address of the Transferee and the number of shares
acquired by the Transferee (the "Acquired Shares"). For purposes of this Section
7 an involuntary transfer shall include, without limitation, a court-ordered
transfer, constructive trust or other device designed to transfer economic
benefit of share ownership.
7.02 Right to Repurchase. For a period of 60 days from the date of
receipt of the Stockholder Notice or, failing receipt of such notice, 60 days
from the date ARAMARK sends written notice to the Transferee that the transfer
is deemed to be an involuntary transfer subject to repurchase under this
Agreement, ARAMARK shall have an irrevocable and exclusive option to buy all of
the Acquired Shares, exercisable in the same manner as
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<PAGE> 36
provided in Section 4.01, and the provisions of such applicable Section shall
be followed in their entirety except that the purchase price shall be as
provided in Section 7.03.
7.03 Purchase Price. The purchase price for shares purchased
pursuant to Section 7.02 shall be payable in cash and shall be equal to the
Appraisal Price of (an equivalent number of) shares of Class B Common Stock at
the time ARAMARK gives notice that it is exercising its Call option.
8. Limited Access to Information.
8.01 No Duty to Disclose Information. Each of the parties to this
Agreement acknowledges and agrees that it is in the best interests of ARAMARK
and the Stockholders taken as a whole for ARAMARK to be able to conduct orderly
transactions in Common Stock on a continual basis (including in connection with
the internal market and repurchases upon termination of employment and
otherwise), and for ARAMARK concurrently to be able to consider from time to
time on a confidential basis potential transactions which could affect the fair
market value and/or the Appraisal Price of the Common Stock. Each of the parties
to this Agreement acknowledges and agrees that, at the time of a sale by a
Stockholder of shares of Common Stock pursuant to this Agreement, there may have
occurred or be proposed or pending an event or a transaction that could affect
the Appraisal Price of the Common Stock, and that the Appraisal Price of the
Common Stock (and, accordingly, the repurchase price) may be substantially less
than the fair market value as of the current date, and further acknowledges and
agrees that ARAMARK may have valid business reasons not to, and in any case
shall not be required to, disclose any event or transaction that may have
occurred or be proposed or pending at the time of any such sale.
8.02 Sale of ARAMARK Following Call. In the event that any entity,
person, or any group of persons acting in concert (excluding the Management
Investors as a group), acquires in any manner shares of Common Stock with 50% of
the ordinary voting rights of the outstanding shares of Common Stock or in the
event of the redemption or repurchase of all the shares of Common Stock in
connection with a sale of all or substantially all the assets of ARAMARK, or the
winding up, dissolution or liquidation of ARAMARK, within 90 days from the date
of a sale pursuant to Section 6.01 then, subject to the Loan Agreements, ARAMARK
and/or the purchaser of such shares of Common Stock with 50% of the ordinary
voting rights of the outstanding shares of Common Stock shall pay to the Holders
whose shares have been so purchased the excess, if any, of the amount per share
realized by ARAMARK's stockholders upon such acquisition, redemption,
repurchase, winding up, dissolution or liquidation over the purchase price per
share paid to such Holders pursuant to Section 6 less the interest paid on any
Promissory Notes paid as consideration for such stock and less a financing cost
for carrying such stock for any cash received, based on an interest rate equal
to the rate paid by ARAMARK under the Loan Agreements at the date of payment
hereunder, for the period from the date of payment to such Holders pursuant to
Section 6 to the date of such acquisition, redemption, repurchase, winding up,
dissolution or liquidation, for each share purchased by ARAMARK. Determination
of whether or not any such payment is appropriate, and the amount of such
payment, shall be made by the Board of Directors; and such determination shall
be conclusive and binding on all parties hereto.
9. No Right to Continued Employment. Neither this Agreement nor the
ownership of Common Stock by a Management Investor shall confer upon any
Management Investor any right to continue in the employ of ARAMARK or any of its
Subsidiaries or limit in any respect the right of ARAMARK or its Subsidiaries to
terminate his or her employment at any time.
10. Closing.
10.01 Closing Date; Purchase Price. Any selling Stockholder and
ARAMARK, as purchaser, of shares of Common Stock pursuant to Section 4, 5, 6 or
7 shall mutually determine a closing date (the "Closing Date") which, unless
this Agreement otherwise explicitly provides, shall be not more than 60 business
days after ARAMARK gives notice that it will purchase such shares; provided,
however, that absent agreement, the Closing Date shall be the business day
determined by ARAMARK. In respect of shares of Common Stock distributed by
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any employee benefit plan upon termination of employment, the Closing Date shall
be such date selected by ARAMARK consistent with the orderly administration of
such plan.
Notwithstanding anything in this Agreement to the contrary, the Closing
Date may be delayed in any case in which ARAMARK cannot, in compliance with the
Loan Agreements or applicable law, purchase any shares of Common Stock that it
is otherwise obligated to purchase until the earliest practicable date when such
closing may be effected in compliance with such Loan Agreements or applicable
law. The closing shall be held at 11:00 a.m., local time, at the offices of
ARAMARK or at such other time or place as the parties may agree.
The determination date of the Appraisal Price shall be appropriately
changed if the Closing Date is delayed in accordance with the foregoing
paragraph.
10.02 Shares No Longer Outstanding. If a selling Stockholder shall fail
to deliver the certificates representing the shares of Common Stock to be sold
or shall otherwise fail to perform any obligation required to be performed at
the closing and ARAMARK shall have been ready to purchase such shares at the
closing, then effective at the closing, such shares shall no longer be deemed to
be outstanding, and all rights of the holder thereof as stockholder of ARAMARK
(except the right to receive from ARAMARK the purchase price therefor) shall
cease.
10.03 Deliveries at Closing; Method of Payment of Purchase Price. On the
Closing Date, any selling Stockholder shall deliver certificates with
appropriate transfer tax stamps affixed and with stock powers endorsed in blank,
representing the shares of Common Stock to be purchased, and ARAMARK, as
purchaser shall deliver to such Stockholder the purchase price which is payable
in cash (or by wire transfer or check) and the other consideration, if any, to
be given in exchange for such shares. In addition, if the person selling shares
is the personal representative of a deceased Stockholder, the personal
representative shall also deliver to the purchaser or purchasers (i) copies of
letters testamentary or letters of administration evidencing his or her
appointment and qualification, (ii) a certificate issued by the Internal Revenue
Service pursuant to Section 6325 of the Code discharging the shares being sold
from liens imposed by the Code and (iii) an estate tax waiver issued by the
state of the decedent's domicile.
11. Term. The terms and provisions of this Agreement which relate to
Management Investors may be terminated by an instrument in writing signed by
Management Investors who hold, in combination with their Permitted Transferees,
at least the majority of the Common Stock held by Management Investors and their
Permitted Transferees and by ARAMARK. The terms and provisions of this Agreement
which relate to Outside Investors shall terminate on April 7, 2008 or, if
earlier, on the closing date of the first to occur of (i) any merger or other
business combination of ARAMARK with or into any other corporations, except a
merger or other business combination in which the stockholders of ARAMARK
immediately prior thereto constitute more than a majority of the stockholders
(by value of equity securities held) following such merger, and (ii) the sale of
shares of Class A Common Stock to the public pursuant to an underwritten,
registered public offering under the Securities Act of 1993, as amended (the
"Securities Act") as a result of which offering the public (including for this
purpose all purchasers in the underwriting irrespective of any relationship with
ARAMARK) owns 10% or more of the outstanding shares of Class A Common Stock,
provided such shares have a fair market value equal to at least $25,000,000 at
the time of the offering.
Notwithstanding the foregoing, the restrictive terms and provisions set
forth herein with respect to the rights and obligations of Management Investors
shall terminate, effective upon or after the occurrence of a public offering
pursuant to clause (ii) above, to the extent the existence of such terms and
provisions would impair the ability of ARAMARK to list its Common Stock on the
New York Stock Exchange or, in the written opinion of the lead underwriter,
significantly impair the value of the Common Stock proposed to be sold in a
public offering.
12. Registration of Common Stock. In the event of any registration under
the Securities Act and public offering of Common Stock, each Stockholder shall,
at a meeting convened for the purpose of amending the Certificate of
Incorporation, vote to increase the authorized number of shares of Common Stock
and, if
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necessary, to subdivide the outstanding shares of Common Stock of ARAMARK, in
both instances as recommended by a majority of the members of the Board in
order to effectuate such public offering.
13. Injunctive Relief. It is acknowledged that it will be impossible to
measure in money the damages that would be suffered if the parties fail to
comply with any of the obligations herein imposed on them and that in the event
of any such failure, an aggrieved person will be irreparably damaged and will
not have an adequate remedy at law. Any such person shall, therefore, be
entitled to injunctive relief, including specific performance, to enforce such
obligations, and if any action should be brought in equity to enforce any of the
provisions of this Agreement, none of the parties hereto shall raise the defense
that there is an adequate remedy at law.
14. Notices. All notices, statements, instructions or other documents
required to be given hereunder, shall be in writing and shall be given either
personally, or by mailing the same in a sealed envelope, first-class mail,
postage prepaid, addressed to ARAMARK at its principal offices to the attention
of the General Counsel and to the other parties at their addresses reflected in
the stock records of ARAMARK, or sent by telegram, telex, telecopy or similar
form of telecommunication. Each Stockholder, by written notice given to ARAMARK
in accordance with this Section 14 may change the address to which notices,
statements, instructions or other documents are to be sent to such Stockholder.
All notices, statements, instructions and other documents hereunder that are
mailed shall be deemed to have been given on the date of mailing.
15. Cooperation. ARAMARK agrees that it will use all reasonable efforts
under the circumstances to help any Stockholder desiring to dispose of its
Common Stock pursuant to the provisions of this Agreement to do so.
16. Miscellaneous.
16.01 Successor and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of the parties, and their respective successors
and assigns. The provisions of this Agreement are for the sole benefit of the
parties hereto and their heirs, executors, administrators, legal
representatives, successors and assigns, and they shall not be construed as
conferring any rights on any other persons. If any Transferee of any Stockholder
shall acquire any shares of Common Stock, in any manner, whether by operation of
law or otherwise, such shares shall be held subject to all of the terms of this
Agreement, and by taking and holding such shares such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement.
ARAMARK may assign to any other Person its rights with respect to any
specific transaction pursuant to Section 4, 5, 6 or 7, provided that Person
complies with the provisions of Section 2.03.
16.02 Governing Law. Regardless of the place of execution, this
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware applicable to agreements made and to be wholly performed in
such State.
16.03 Headings. Paragraph headings are inserted herein for convenience
only and do not form a part of this Agreement.
16.04 Entire Agreement; Amendment. This Agreement contains the
entire agreement among the parties hereto with respect to the transactions
contemplated herein, supersedes all prior written agreements and negotiations
and oral understandings, if any, and may not be amended, supplemented or
discharged except by performance or by an instrument in writing signed by the
holders of at least three-fourths of the Common Stock held by the Institutional
and Individual Investors (taken as a whole), and by Management Investors who
hold (in combination with their Permitted Transferees) at least a majority of
the Common Stock held by Management Investors and their Permitted Transferees,
and by ARAMARK. In the event of the amendment or modification of this Agreement
in accordance with its terms, the Stockholders shall cause the Board of
Directors of ARAMARK to meet within 30 days following such amendment or
modification or as soon thereafter as is practicable for the purpose of amending
the Certificate of Incorporation and By-Laws of ARAMARK, as may be required as a
result
A-11
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 39
of such amendment or modification, and proposing such amendments to the
stockholders of ARAMARK entitled to vote thereon, and such action shall be the
first action to be taken at such meeting.
This amended and restated Agreement shall become effective upon the later
of (i) December 14, 1994 and (ii) the date ARAMARK has received and holds duly
executed (and not previously rescinded) instruments in writing approving such
amended and restated Agreement from the required parties as provided in this
Section 16.04.
16.05 Inspection. A copy of this Agreement shall be filed with the
Secretary of ARAMARK and kept with the records of ARAMARK and shall be made
available for inspection by any stockholder of ARAMARK at the principal offices
of ARAMARK.
16.06 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[Signature Pages Omitted]
A-12
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 40
EXHIBIT A
(to Amended and Restated
Stockholders' Agreement)
THIS NOTE IS NOT TRANSFERABLE UNLESS AS A CONDITION
PRECEDENT TO THE EFFECTIVENESS OF ANY TRANSFER THE
PAYEE HAS OBTAINED THE WRITTEN CONSENT OF THE
COMPANY AS TO THE PROPOSED TRANSFER.
$__________
Philadelphia, Pennsylvania
________________, 19___
SUBORDINATED INSTALLMENT NOTE
1. For value received, ARAMARK CORPORATION (formerly The ARA
Group, Inc. and ARA Holding Company), a Delaware corporation (the "Company"),
hereby promises to pay to (the "Payee")
the sum of $ in equal, annual installments of $ and one final
installment of $ on each [April/October] 15 commencing on [April/October]
15, 19 , and to pay simple interest at the rate of % per annum on the unpaid
balance thereof, semi-annually in arrears on each April 15 and October 15.
2. The Payee may not sell, assign or otherwise transfer or
encumber any portion of this Note or interest herein without first procuring the
written consent of the Company, which consent the Company is under no obligation
to provide. No transfer of this Note shall be effective unless such transfer is
in compliance with the foregoing, including the requirements set forth in the
legend provided for above.
3. Both the principal of this Note and interest thereon are
payable in lawful money of the United States of America at 1101 Market Street,
Philadelphia, PA 19107, or such address of any subsequent principal executive
office of the Company within the United States of America as the Company shall
designate in writing to the Payee, or at the option of the Company, by check
mailed to the Payee at such address for the Payee as is indicated on the books
of the Company.
4. This Note may be prepaid in full, or in part, any time,
without premium or penalty. All prepayments shall be applied first to accrued
interest and then to installments of principal in the order of their maturities.
5. The indebtedness evidenced by this Note and the payment of
the principal of and interest on this Note are hereby expressly subordinated, to
the extent and in the manner hereinafter set forth, to the prior payment in full
of all Senior Indebtedness.
5.1 "Senior Indebtedness" means the principal of, premium, if
any, interest and any other amounts due on (1) all Indebtedness incurred,
assumed or guaranteed by the Company, either before or after the date hereof,
(excluding any debt which by the terms of the instrument creating or evidencing
the same is not superior in right of payment to this Note), including, without
limitation, (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, the Company, required to be reflected as
a liability on the face of the balance sheet of the Company, (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
A-13
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 41
acquired by the Company; and (2) any renewals or extensions or refunding of any
such Senior Indebtedness or evidences of indebtedness issued in exchange for
such Senior Indebtedness.
5.2 "Indebtedness" means (a) all items, except items of capital
stock or of surplus or of general contingency reserves or of reserves for
deferred income taxes, which in accordance with generally accepted accounting
principles in effect on the date hereof should be included in determining total
liabilities as shown on the liability side of a balance sheet of the Company as
at the date of which Indebtedness is to be determined, (b) all indebtedness
secured by any mortgage, pledge, lien or conditional sale or other title
retention agreement existing on any property or asset owned or held by the
Company, whether or not such indebtedness shall have been assumed, and (c) all
indebtedness of others which the Company has directly or indirectly guaranteed,
endorsed, discounted or agreed (contingently or otherwise) to purchase or
repurchase or otherwise acquire, or in respect of which the Company has agreed
to supply or advance funds or otherwise to become liable directly or indirectly
with respect thereto, including, without limitation, indebtedness arising out of
the sale or transfer of accounts or notes receivable or any moneys due or to
become due.
6. In the event of any dissolution, winding up, liquidation or
reorganization of the Company (whether voluntary or involuntary and whether in
bankruptcy, insolvency or receivership proceedings, or upon an assignment for
the benefit of creditors or any readjustment of debt, arrangement or composition
among creditors or any other marshalling of the assets and liabilities of the
Company or otherwise), then holders of Senior Indebtedness shall first be paid
in full, or provision made for such payment, before any payment or distribution,
directly or indirectly (including by way of set off) is made upon the principal
of or interest on this Note, and to that end the holders of Senior Indebtedness
shall be entitled to receive in payment thereof any payment or distribution of
assets of the Company, whether in cash or property or securities, which may be
payable or deliverable in any such proceeding in respect of this Note. The Payee
irrevocably authorizes, empowers and directs all receivers, custodians, trustee,
liquidators, conservators and others having authority in the premises to effect
all such payments and deliveries. Notwithstanding any statute, including without
limitation the Federal Bankruptcy Code, any rule of law or bankruptcy procedures
to the contrary, the right of the holders of the Senior Indebtedness to have all
of the Senior Indebtedness paid and satisfied in full prior to the payment of
any amounts due the payee under this Note shall include, without limitation, the
right of the holders of the Senior Indebtedness to be paid in full all interest
accruing on the Senior Indebtedness due them after the filing of any petition by
or against the Company in connection with any bankruptcy or similar proceeding
or any other proceeding referred to in paragraph 6 hereof, prior to the payment
of any amounts in respect of the Note, including, without limitation, any
interest due to the Payee accruing after such date.
7. No payment, directly or indirectly (including by way of set
off), shall be made by the Company with respect to the principal of or interest
on this Note if (i) an event of default has happened with respect to any Senior
Indebtedness, as defined therein or in the instrument under which the same is
outstanding which if occurring prior to the stated maturity of such Senior
Indebtedness, permits holders thereof upon the giving of notice or passage of
time, or both, to accelerate the maturity thereof ("Senior Indebtedness
Default") and has not been cured, (ii) a payment by the Company to or for the
benefit of Payee would, immediately after giving effect thereto, result in a
Senior Indebtedness Default, or (iii) full payment of all amounts then due for
principal of (or premium, if any), interest or any other amounts due on Senior
Indebtedness shall not then have been made or duly provided for. Upon the
occurrence of any events described in (i), (ii) or (iii) described above,
notwithstanding any event of default under this Note by the Company, the Payee
may not accelerate the maturity of all or any portion of this Note, or take any
action towards collection of all or any portion of this Note or enforcement of
any rights, powers or remedies under this Note, or applicable law until the
earlier of the date on which a Senior Indebtedness Default (or in the case of
(iii) required payments shall have been duly provided for) have been cured or
such Senior Indebtedness has been paid in full.
8. In the event that, notwithstanding the foregoing, the Company
shall make any payment prohibited by Section 6 or 7, then, except as hereinafter
in this Section otherwise provided, unless and until any such Senior
Indebtedness Default shall have been cured or waived or shall cease to exist,
such payment shall be held in trust for the benefit of and shall be paid over to
the holders of Senior Indebtedness or their representative or representatives or
to the trustee or trustees under any indenture under which any instrument
evidencing the
A-14
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 42
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay in full all Senior Indebtedness then due,
after giving effect to any concurrent payment to the holders of such Senior
Indebtedness.
9. Subject to the payment in full of all Senior Indebtedness at
the time outstanding, the Payee shall be subrogated to the rights of the holders
of Senior Indebtedness to receive payments or distributions of assets of the
Company applicable to the Senior Indebtedness until this Note shall be paid in
full, and no payments or distributions to the holders of Senior Indebtedness by
or on behalf of the Company from the proceeds that would otherwise be payable to
the Payee, or by or on behalf of the Payee, shall as between the Company and the
Payee, be deemed to be a payment by the Company to or for the account of holders
of Senior Indebtedness.
10. No holder of Senior Indebtedness shall be prejudiced in his
or her right to enforce subordination of this Note by any act on the part of the
Company. The above provisions in regard to subordination are intended solely for
the purpose of defining the relative rights of the Payee on the one hand, and
the holders of Senior Indebtedness, on the other hand, and nothing contained in
this Note is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness and the Payee, the obligation of
the Company, which is absolute and unconditional, to pay to the Payee, subject
to the rights of the holders of Senior Indebtedness, the principal of and
interest on this Note as and when the same shall become due and payable in
accordance with its terms, subject to the rights, if any, under the above
subordination provisions, of holders of Senior Indebtedness to receive cash,
property or securities of the Company payable in respect thereof.
11. The principal of this Note and accrued unpaid interest
thereon shall (if not already due and payable) upon written demand by the Payee
become due and payable forthwith, if there shall have been a default in the
payment of any interest on, or principal of, this Note when it becomes due and
payable (but only if such payment is not prohibited by the provisions of this
Note), and such default shall have continued for a period of 30 days after
written notice of such default shall have been given to the Company and shall be
continuing at the time of such written demand.
12. No course of dealing between the Company and the Payee or any
delay on the part of the Payee in exercising any rights under this Note shall
operate as a waiver of any rights of the Payee.
13. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given when delivered, or deposited in
the mails, first-class, postage prepaid, or delivered to a telegraph office for
transmission, if to the Payee, at such address for the Payee as is indicated on
the books of the Company or if to the Company, at the address of the principal
executive offices of the Company as provided above.
14. This Note shall be governed by the laws of the State of
Delaware.
ARAMARK CORPORATION
By: ______________________________
Treasurer
A-15
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE> 43
GENERAL INSTRUCTIONS TO FORMS
In this section, you will find the forms that you will need in order to
complete all of your stock-related transactions. Several copies of each form
have been included. These forms have been color-coded for ease of reference.
As you complete the forms, have the following materials handy, as you will need
to transfer information from them onto the form(s):
Certificate of Grant - if you are exercising the first installment of a grant.
Ownership Statement - if you are currently an owner.
We urge you to carefully read this Prospectus, as well as all of the other
materials you have received, so that you will be fully informed of the terms
and conditions of the stock purchase program and the payment options available
to you.
This year, there are up to four ways to finance your stock purchase under the
Program. Of course, you may choose to utilize a combination of the methods
listed below.
<TABLE>
<CAPTION>
DEFERRED INTERNAL STOCK-FOR-
CASH PAYMENT MARKET STOCK
---- -------- -------- ----------
<S> <C> <C> <C> <C>
Who Is Eligible? All grant holders. Those exercising the 4th, 5th, All owners who have held Those exercising the 4th,
or 6th installments of a grant. shares at least 6 months. 5th, or 6th installments
of a grant. Those with
more than two Installment
Stock Purchase
Opportunity grants can
use for any installment.
What Is It? Payment in full at Postponing payment of up to Selling shares back to the Exchanging shares you own
the time of 75% of your purchase amount. company and applying all (at the current appraisal
exercise. (Interest, due at the end of or part of the proceeds price), for new ones (at
the deferral period, will be toward the purchase of your grant exercise
charged.) more shares. price).
</TABLE>
THE FOLLOWING CHART INDICATES THE FORMS TO BE COMPLETED AND RETURNED TO ARAMARK.
<TABLE>
<CAPTION>
FOR THIS TRANSACTION . . . COMPLETE AND SUBMIT THESE FORMS . . . AND ALSO SEND IN . . .
-------------------------- ------------------------------------- ----------------------
Deferred Internal
Payment Market Stock Certi-
Obligation(1) Worksheet/ Stock-For- Your ficates For
Exercise (Beige) - On Request Stock Check Shares To
Form(1) Reverse Of Form(2) Worksheet For Any Be Sold Or
(Beige) Exercise Form (Green) (Gray)(2) Balance Exchanged
--------- ------------- --------- ---------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Stock Exercise (Purchase) X X
Deferred Payment X X X
Stock Sale(3) (If applied to purchase) X X X X
Stock-For-Stock Exercise X X X X
<FN>
(1) Complete a separate form for each exercise. (3) If you are not applying proceeds toward a purchase, only submit
(2) For multiple transactions, compile onto one form the Internal Market form and the Stock Certificate(s) for the
per registered owner. (Note: If shares are held shares you are selling.
jointly in your and your spouse's names, that is
considered as one owner.)
</FN>
</TABLE>
Send all completed documents including, where applicable, your worksheets,
stock certificates, and your checks to: L. Annette Nedd, 29th Floor/Legal
Department, ARAMARK Corporation, 1101 Market Street, Philadelphia, PA
19107-2988. You may wish to use the enclosed postage-paid return envelope. Be
sure to mail your materials far enough in advance to reach ARAMARK by the
deadline of January 15, 1995.
NOTE: Starting with this exercise period, you will receive written
confirmation of your stock purchases; however, stock certificates will only be
issued upon request.
B-1
<PAGE> 44
<TABLE>
<CAPTION>
EXERCISE FORM - See General Instructions, page B-1
SECTION I - WORKSHEET
DETERMINING YOUR COST FOR SHARES
DEFINITION SOURCE
---------- ------
<S> <C> <C>
1 Grant Date . . . . . . . . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 1
-----------
2 This Year's Installment Number . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 2
-----------
3 Number of Shares Now Exercisable . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 3
-----------
4 Exercise Price Per Share . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 4 $
-----------
5 Number of Shares You Want To Exercise. . . . . . . Minimum 100 - Maximum can't exceed Line 3 . . . . . . . . . 5
-----------
6 Current Appraisal Price Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 $13.25
-----------
7 Total Cost of Shares . . . . . . . . . . . . . . . Line 4 x Line 5 . . . . . . . . . . . . . . . . . . . . . 7 $
-----------
CALCULATING YOUR TAX WITHHOLDINGS
8 Appraisal Price x Shares Exercised . . . . . . . . Line 5 x Line 6 . . . . . . . . . . . . . . . . . . . . . . 8 $
-----------
9 Total Appreciation Subject To Taxes . . . . . . . . Line 8 - Line 7 . . . . . . . . . . . . . . . . . . . . . . 9 $
-----------
10 Total Withholding Tax Due (38%) . . . . . . . . . . Line 9 x .38 . . . . . . . . . . . . . . . . . . . . . . . 10 $
-----------
11 Total Amount Due . . . . . . . . . . . . . . . . . Line 7 + Line 10 . . . . . . . . . . . . . . . . . . . . . 11 $
-----------
DETERMINING YOUR DEFERRAL - INSTALLMENTS 4, 5 OR 6 ONLY - ALSO COMPLETE REVERSE
12 Maximum Amount Eligible To Be Deferred . . . . . . . Line 11 x .75 for Installments 4, 5, or 6** . . . . . . . . 12 $
-----------
13 Payment Amount You Want To Defer (also complete reverse side)... Can't exceed Line 12 - Enter "0" if no deferral 13 $
-----------
14 Balance After Deferral . . . . . . . . . . . . . . . Line 11 - Line 13 . . . . . . . . . . . . . . . . . . . . . 14 $
-----------
EXCHANGING OR SELLING SHARES
15 Number Of Shares Exchanged . . . . . . . . . . . . . Line 6 of gray Stock-For-Stock Worksheet . . . . . . . . . 15 $
-----------
16 Appraisal Price x Shares Exchanged . . . . . . . . . Line 7 of gray Stock-For-Stock Worksheet . . . . . . . . . 16 $
-----------
17 Proceeds From Internal Market - Enclose certificates and green...Lines 9 a-e of green Internal Market Worksheet 17 $
worksheet -----------
EXERCISE SUMMARY
18 Total Cash Due - Send Check For This Amount . . . . . Line 14 - Line 16 - Line 17 . . . . . . . . . . . . . . . 18 $
-----------
19 Shares Exercised . . . . . . . . . . . . . . . . . . Line 5 . . . . . . . . . . . . . . . . . . . . . . . . . 19 $
-----------
20 Shares Exchanged - Enclose certificates and gray worksheet . . . Line 15 . . . . . . . . . . . . . . . . . . . 20 $
-----------
21 Number Of New Shares Acquired . . . . . . . . . . . . . . . . . Line 19 - Line 20 . . . . . . . . . . . . . . 21 $
-----------
</TABLE>
* If you are purchasing stock for the first time, refer to your Certificate of
Grant for this information.
** Enter "0" if you are exercising Installments 1, 2, or 3.
SECTION II - REGISTRATION AND SIGNATURES
Shares must be registered initially either in your name or in the names of you
and your spouse, as joint tenants. If shares are to be registered jointly in the
names of both you and your spouse, you must print both names below, enter your
Social Security number, and you both must sign. If you are deferring payment,
you (and your spouse, if applicable) must also complete and sign the reverse
side.
I/We hereby represent, warrant, and agree as follows:
A. I/We have received and read copies of (a) the Prospectus dated December 1,
1994, including the Amended and Restated Stockholders' Agreement and (b)
ARAMARK's annual report on Form 10-K.
B. I/We have full power and authority to enter into the Amended and Restated
Stockholders' Agreement.
C. By signing below, I/We hereby execute and deliver and agree to be bound by
the Amended and Restated Stockholders' Agreement.
D. I/We will, upon request, execute any additional documents necessary or
desirable for me/us to become a party to the Amended and Restated
Stockholders' Agreement.
<TABLE>
<CAPTION>
Print Name(s) Signature(s) Social Security Number Date
<S> <C> <C> <C>
- -------------------------- ----------------------------------------------- -------------------------------- ---------
- -------------------------- ----------------------------------------------- -------------------------------- ---------
Home Address: -------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip Code)
Home Phone #: -------------- Business Phone #: --------------------- Business Unit: -------------------- Component #: ----------
</TABLE>
Send all completed documents, including worksheets and your check (if
applicable) to: L. Annette Nedd, 29th Floor/Legal Department, ARAMARK
Corporation, 1101 Market Street, Philadelphia, PA 19107-2988. You may wish to
use the enclosed postage-paid return envelope. Be sure to mail your materials
far enough in advance to reach ARAMARK by the deadline of 1/15/95.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <S> <C> <S>
For Transfer Agent Check Number ---------------------------- Check Amount $------------
use only: HID# ---------------------------- Deferred Amount $------------ Shares Exchanged --------------
</TABLE>
(PLEASE TURN OVER)
<PAGE> 45
DEFERRED PAYMENT OBLIGATION See General Instructions, page B-1
INSTRUCTIONS
1. Insert the Payment Amount You Want To Defer (Line 13 from the Exercise Form)
in the first paragraph below.
2. Insert the Number of New Shares Acquired (Line 21 from the Exercise Form) in
the second paragraph below.
3. Print and sign your name exactly as on the Exercise Form. If your spouse
signed the Exercise Form, he/she must also sign this Deferred Payment
Obligation form. By signing this form, your spouse joins in the agreement
you are making to pay the amount of the Deferred Payment Obligation.
I/We promise to pay to the order of ARAMARK CD Company (a subsidiary of ARAMARK
and referred to as the "Company") $_______ , and to pay interest from January
15, 1995, at the rate of 8.5% per year, simple interest. Payment of the deferred
obligation and interest will be due February 15, 1998, but may be prepaid at any
time.
I/We grant to the Company a security interest in _______ shares of ARAMARK
Common Stock (the "Pledged Shares") and agree that the Pledged Shares will be
held as collateral by the Company until the amount is paid in full. If the
amount is not paid when due, the Company will be entitled to exercise the legal
remedies available under applicable law. If any of the Pledged Shares are to be
sold or otherwise transferred, then the amount will become due immediately.
This agreement may be assigned by the Company at any time and will be governed
by the laws of the Commonwealth of Pennsylvania.
- ------------------------------------ --------------------------------------
(Print Name) (Print Name)
- ------------------------------------ --------------------------------------
(Signature) (Signature)
- ------------------------------------ --------------------------------------
(Date) (Date)
THIS COMPLETED FORM MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
<PAGE> 46
<TABLE>
<CAPTION>
EXERCISE FORM - See General Instructions, page B-1
SECTION I - WORKSHEET
DETERMINING YOUR COST FOR SHARES
DEFINITION SOURCE
---------- ------
<S> <C> <C>
1 Grant Date . . . . . . . . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 1
-----------
2 This Year's Installment Number . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 2
-----------
3 Number of Shares Now Exercisable . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 3
-----------
4 Exercise Price Per Share . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 4 $
-----------
5 Number of Shares You Want To Exercise. . . . . . . Minimum 100 - Maximum can't exceed Line 3 . . . . . . . . . 5
-----------
6 Current Appraisal Price Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 $13.25
-----------
7 Total Cost of Shares . . . . . . . . . . . . . . . Line 4 x Line 5 . . . . . . . . . . . . . . . . . . . . . 7 $
-----------
CALCULATING YOUR TAX WITHHOLDINGS
8 Appraisal Price x Shares Exercised . . . . . . . . Line 5 x Line 6 . . . . . . . . . . . . . . . . . . . . . . 8 $
-----------
9 Total Appreciation Subject To Taxes . . . . . . . . Line 8 - Line 7 . . . . . . . . . . . . . . . . . . . . . . 9 $
-----------
10 Total Withholding Tax Due (38%) . . . . . . . . . . Line 9 x .38 . . . . . . . . . . . . . . . . . . . . . . . 10 $
-----------
11 Total Amount Due . . . . . . . . . . . . . . . . . Line 7 + Line 10 . . . . . . . . . . . . . . . . . . . . . 11 $
-----------
DETERMINING YOUR DEFERRAL - INSTALLMENTS 4, 5 OR 6 ONLY - ALSO COMPLETE REVERSE
12 Maximum Amount Eligible To Be Deferred . . . . . . . Line 11 x .75 for Installments 4, 5, or 6** . . . . . . . . 12 $
-----------
13 Payment Amount You Want To Defer (also complete reverse side)... Can't exceed Line 12 - Enter "0" if no deferral 13 $
-----------
14 Balance After Deferral . . . . . . . . . . . . . . . Line 11 - Line 13 . . . . . . . . . . . . . . . . . . . . . 14 $
-----------
EXCHANGING OR SELLING SHARES
15 Number Of Shares Exchanged . . . . . . . . . . . . . Line 6 of gray Stock-For-Stock Worksheet . . . . . . . . . 15 $
-----------
16 Appraisal Price x Shares Exchanged . . . . . . . . . Line 7 of gray Stock-For-Stock Worksheet . . . . . . . . . 16 $
-----------
17 Proceeds From Internal Market - Enclose certificates and green...Lines 9 a-e of green Internal Market Worksheet 17 $
worksheet -----------
EXERCISE SUMMARY
18 Total Cash Due - Send Check For This Amount . . . . . Line 14 - Line 16 - Line 17 . . . . . . . . . . . . . . . 18 $
-----------
19 Shares Exercised . . . . . . . . . . . . . . . . . . Line 5 . . . . . . . . . . . . . . . . . . . . . . . . . 19 $
-----------
20 Shares Exchanged - Enclose certificates and gray worksheet . . . Line 15 . . . . . . . . . . . . . . . . . . . 20 $
-----------
21 Number Of New Shares Acquired . . . . . . . . . . . . . . . . . Line 19 - Line 20 . . . . . . . . . . . . . . 21 $
-----------
</TABLE>
* If you are purchasing stock for the first time, refer to your Certificate of
Grant for this information.
** Enter "0" if you are exercising Installments 1, 2, or 3.
SECTION II - REGISTRATION AND SIGNATURES
Shares must be registered initially either in your name or in the names of you
and your spouse, as joint tenants. If shares are to be registered jointly in the
names of both you and your spouse, you must print both names below, enter your
Social Security number, and you both must sign. If you are deferring payment,
you (and your spouse, if applicable) must also complete and sign the reverse
side.
I/We hereby represent, warrant, and agree as follows:
A. I/We have received and read copies of (a) the Prospectus dated December 1,
1994, including the Amended and Restated Stockholders' Agreement and (b)
ARAMARK's annual report on Form 10-K.
B. I/We have full power and authority to enter into the Amended and Restated
Stockholders' Agreement.
C. By signing below, I/We hereby execute and deliver and agree to be bound by
the Amended and Restated Stockholders' Agreement.
D. I/We will, upon request, execute any additional documents necessary or
desirable for me/us to become a party to the Amended and Restated
Stockholders' Agreement.
<TABLE>
<CAPTION>
Print Name(s) Signature(s) Social Security Number Date
<S> <C> <C> <C>
- -------------------------- ----------------------------------------------- -------------------------------- ---------
- -------------------------- ----------------------------------------------- -------------------------------- ---------
Home Address: -------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip Code)
Home Phone #: -------------- Business Phone #: --------------------- Business Unit: -------------------- Component #: ----------
</TABLE>
Send all completed documents, including worksheets and your check (if
applicable) to: L. Annette Nedd, 29th Floor/Legal Department, ARAMARK
Corporation, 1101 Market Street, Philadelphia, PA 19107-2988. You may wish to
use the enclosed postage-paid return envelope. Be sure to mail your materials
far enough in advance to reach ARAMARK by the deadline of 1/15/95.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <S> <C> <S>
For Transfer Agent Check Number ---------------------------- Check Amount $------------
use only: HID# ---------------------------- Deferred Amount $------------ Shares Exchanged --------------
</TABLE>
(PLEASE TURN OVER)
<PAGE> 47
DEFERRED PAYMENT OBLIGATION See General Instructions, page B-1
INSTRUCTIONS
1. Insert the Payment Amount You Want To Defer (Line 13 from the Exercise Form)
in the first paragraph below.
2. Insert the Number of New Shares Acquired (Line 21 from the Exercise Form) in
the second paragraph below.
3. Print and sign your name exactly as on the Exercise Form. If your spouse
signed the Exercise Form, he/she must also sign this Deferred Payment
Obligation form. By signing this form, your spouse joins in the agreement
you are making to pay the amount of the Deferred Payment Obligation.
I/We promise to pay to the order of ARAMARK CD Company (a subsidiary of ARAMARK
and referred to as the "Company") $_______ , and to pay interest from January
15, 1995, at the rate of 8.5% per year, simple interest. Payment of the deferred
obligation and interest will be due February 15, 1998, but may be prepaid at any
time.
I/We grant to the Company a security interest in _______ shares of ARAMARK
Common Stock (the "Pledged Shares") and agree that the Pledged Shares will be
held as collateral by the Company until the amount is paid in full. If the
amount is not paid when due, the Company will be entitled to exercise the legal
remedies available under applicable law. If any of the Pledged Shares are to be
sold or otherwise transferred, then the amount will become due immediately.
This agreement may be assigned by the Company at any time and will be governed
by the laws of the Commonwealth of Pennsylvania.
- ------------------------------------ --------------------------------------
(Print Name) (Print Name)
- ------------------------------------ --------------------------------------
(Signature) (Signature)
- ------------------------------------ --------------------------------------
(Date) (Date)
THIS COMPLETED FORM MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
<PAGE> 48
<TABLE>
<CAPTION>
EXERCISE FORM - See General Instructions, page B-1
SECTION I - WORKSHEET
DETERMINING YOUR COST FOR SHARES
DEFINITION SOURCE
---------- ------
<S> <C> <C>
1 Grant Date . . . . . . . . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 1
-----------
2 This Year's Installment Number . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 2
-----------
3 Number of Shares Now Exercisable . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 3
-----------
4 Exercise Price Per Share . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . . . . 4 $
-----------
5 Number of Shares You Want To Exercise. . . . . . . Minimum 100 - Maximum can't exceed Line 3 . . . . . . . . . 5
-----------
6 Current Appraisal Price Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 $13.25
-----------
7 Total Cost of Shares . . . . . . . . . . . . . . . Line 4 x Line 5 . . . . . . . . . . . . . . . . . . . . . 7 $
-----------
CALCULATING YOUR TAX WITHHOLDINGS
8 Appraisal Price x Shares Exercised . . . . . . . . Line 5 x Line 6 . . . . . . . . . . . . . . . . . . . . . . 8 $
-----------
9 Total Appreciation Subject To Taxes . . . . . . . . Line 8 - Line 7 . . . . . . . . . . . . . . . . . . . . . . 9 $
-----------
10 Total Withholding Tax Due (38%) . . . . . . . . . . Line 9 x .38 . . . . . . . . . . . . . . . . . . . . . . . 10 $
-----------
11 Total Amount Due . . . . . . . . . . . . . . . . . Line 7 + Line 10 . . . . . . . . . . . . . . . . . . . . . 11 $
-----------
DETERMINING YOUR DEFERRAL - INSTALLMENTS 4, 5 OR 6 ONLY - ALSO COMPLETE REVERSE
12 Maximum Amount Eligible To Be Deferred . . . . . . . Line 11 x .75 for Installments 4, 5, or 6** . . . . . . . . 12 $
-----------
13 Payment Amount You Want To Defer (also complete reverse side)... Can't exceed Line 12 - Enter "0" if no deferral 13 $
-----------
14 Balance After Deferral . . . . . . . . . . . . . . . Line 11 - Line 13 . . . . . . . . . . . . . . . . . . . . . 14 $
-----------
EXCHANGING OR SELLING SHARES
15 Number Of Shares Exchanged . . . . . . . . . . . . . Line 6 of gray Stock-For-Stock Worksheet . . . . . . . . . 15 $
-----------
16 Appraisal Price x Shares Exchanged . . . . . . . . . Line 7 of gray Stock-For-Stock Worksheet . . . . . . . . . 16 $
-----------
17 Proceeds From Internal Market - Enclose certificates and green...Lines 9 a-e of green Internal Market Worksheet 17 $
worksheet -----------
EXERCISE SUMMARY
18 Total Cash Due - Send Check For This Amount . . . . . Line 14 - Line 16 - Line 17 . . . . . . . . . . . . . . . 18 $
-----------
19 Shares Exercised . . . . . . . . . . . . . . . . . . Line 5 . . . . . . . . . . . . . . . . . . . . . . . . . 19 $
-----------
20 Shares Exchanged - Enclose certificates and gray worksheet . . . Line 15 . . . . . . . . . . . . . . . . . . . 20 $
-----------
21 Number Of New Shares Acquired . . . . . . . . . . . . . . . . . Line 19 - Line 20 . . . . . . . . . . . . . . 21 $
-----------
</TABLE>
* If you are purchasing stock for the first time, refer to your Certificate of
Grant for this information.
** Enter "0" if you are exercising Installments 1, 2, or 3.
SECTION II - REGISTRATION AND SIGNATURES
Shares must be registered initially either in your name or in the names of you
and your spouse, as joint tenants. If shares are to be registered jointly in the
names of both you and your spouse, you must print both names below, enter your
Social Security number, and you both must sign. If you are deferring payment,
you (and your spouse, if applicable) must also complete and sign the reverse
side.
I/We hereby represent, warrant, and agree as follows:
A. I/We have received and read copies of (a) the Prospectus dated December 1,
1994, including the Amended and Restated Stockholders' Agreement and (b)
ARAMARK's annual report on Form 10-K.
B. I/We have full power and authority to enter into the Amended and Restated
Stockholders' Agreement.
C. By signing below, I/We hereby execute and deliver and agree to be bound by
the Amended and Restated Stockholders' Agreement.
D. I/We will, upon request, execute any additional documents necessary or
desirable for me/us to become a party to the Amended and Restated
Stockholders' Agreement.
<TABLE>
<CAPTION>
Print Name(s) Signature(s) Social Security Number Date
<S> <C> <C> <C>
- -------------------------- ----------------------------------------------- -------------------------------- ---------
- -------------------------- ----------------------------------------------- -------------------------------- ---------
Home Address: -------------------------------------------------------------------------------------------------------------------
(Street) (City) (State) (Zip Code)
Home Phone #: -------------- Business Phone #: --------------------- Business Unit: -------------------- Component #: ----------
</TABLE>
Send all completed documents, including worksheets and your check (if
applicable) to: L. Annette Nedd, 29th Floor/Legal Department, ARAMARK
Corporation, 1101 Market Street, Philadelphia, PA 19107-2988. You may wish to
use the enclosed postage-paid return envelope. Be sure to mail your materials
far enough in advance to reach ARAMARK by the deadline of 1/15/95.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <S> <C> <S>
For Transfer Agent Check Number ---------------------------- Check Amount $------------
use only: HID# ---------------------------- Deferred Amount $------------ Shares Exchanged --------------
</TABLE>
(PLEASE TURN OVER)
<PAGE> 49
DEFERRED PAYMENT OBLIGATION See General Instructions, page B-1
INSTRUCTIONS
1. Insert the Payment Amount You Want To Defer (Line 13 from the Exercise Form)
in the first paragraph below.
2. Insert the Number of New Shares Acquired (Line 21 from the Exercise Form) in
the second paragraph below.
3. Print and sign your name exactly as on the Exercise Form. If your spouse
signed the Exercise Form, he/she must also sign this Deferred Payment
Obligation form. By signing this form, your spouse joins in the agreement
you are making to pay the amount of the Deferred Payment Obligation.
I/We promise to pay to the order of ARAMARK CD Company (a subsidiary of ARAMARK
and referred to as the "Company") $_______ , and to pay interest from January
15, 1995, at the rate of 8.5% per year, simple interest. Payment of the deferred
obligation and interest will be due February 15, 1998, but may be prepaid at any
time.
I/We grant to the Company a security interest in _______ shares of ARAMARK
Common Stock (the "Pledged Shares") and agree that the Pledged Shares will be
held as collateral by the Company until the amount is paid in full. If the
amount is not paid when due, the Company will be entitled to exercise the legal
remedies available under applicable law. If any of the Pledged Shares are to be
sold or otherwise transferred, then the amount will become due immediately.
This agreement may be assigned by the Company at any time and will be governed
by the laws of the Commonwealth of Pennsylvania.
- ------------------------------------ --------------------------------------
(Print Name) (Print Name)
- ------------------------------------ --------------------------------------
(Signature) (Signature)
- ------------------------------------ --------------------------------------
(Date) (Date)
THIS COMPLETED FORM MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
<PAGE> 50
<TABLE>
<CAPTION>
SECTION I - INTERNAL MARKET WORKSHEET - See General Instructions, page B-1
(Use one form per registered owner.)
SALE OF COMMON SHARES
<C> <C> <C>
1 Number of Common Shares to be Sold:...................................................... 1
---------
2 Sale Price Per Common Share:............................................................. 2 $13.25
---------
3 Total Sale Price of Common Shares (Line 1 x Line 2)...................................... 3 $
---------
Note: If shares to be sold are pledged under a prior Deferred Payment Obligation, Line 8 must also be completed.
SALE OF PREFERRED SHARES
4 Number of Preferred Shares to be Sold:................................................... 4
---------
5 Sale Price Per Preferred Share:.......................................................... 5 $1,005.67
---------
6 Total Sale Price of Preferred Shares (Line 4 x Line 5)................................... 6 $
---------
7 TOTAL PROCEEDS (Line 3 + Line 6):..................................................... 7 $
---------
DISTRIBUTION OF TOTAL PROCEEDS
8 Amount to be Applied to Pay Off Related Deferred Payment Obligation* (write "N/A" if not applicable)
(a) Principal Due:....................................................................... 8(a) $
---------
(b) Accrued Interest Due:................................................................ 8(b) $
---------
(c) Total Deferred Payment Due (Line 8a + Line 8b):...................................... 8(c) $
--------
9 Amount to be Applied to Current Exercise
(a) Grant Date: ...................................................... 9(a) $
------------------ ---------
(b) Grant Date: ...................................................... 9(b) $
------------------ ---------
(c) Grant Date: ...................................................... 9(c) $
------------------ ---------
(d) Grant Date: ...................................................... 9(d) $
------------------ ---------
(e) Grant Date: ...................................................... 9(e) $
------------------ ---------
(f) Total (Lines 9a + 9b + 9c + 9d + 9e):................................................ 9(f) $
--------
10 Cash Back to You (Line 7 - Line 8c - Line 9f):........................................... 10 $
--------
11 Total Distribution (Line 8c + Line 9f + Line 10) Total must equal Line 7:.............. 11 $
--------
</TABLE>
SECTION II - INTERNAL MARKET REQUEST FORM
SIGNATURES
By signing below, you are offering to sell to ARAMARK the shares indicated in
Lines 1 and/or 4 above, subject to the terms and conditions of the Internal
Market. You also are acknowledging that: you have full authority to sell the
shares; you have received and read Form 10-K for fiscal 1994; you are under no
obligation to sell; and that the offer price is the appraisal value, reflecting
the shares' current lack of marketability and is less than it would be if the
shares were publicly traded. Please sign below exactly as your name(s) appear on
the stock certificate(s). Also, sign the back of the stock certificate(s).
<TABLE>
<CAPTION>
<S> <C>
Print Name(s) Social Security Number(s)
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature(s) Date
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
</TABLE>
CERTIFICATES ENCLOSED AND DELIVERY ADDRESS(ES)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number Shares COMMON Certificate Numbers Number Shares PRE- Certificate Numbers
Stock To Be Sold Enclosed FERRED Stock To Be Sold Enclosed
- -------------------------- -------------------------- -------------------------- ------------------------
- -------------------------- -------------------------- -------------------------- ------------------------
TOTAL: TOTAL:
-------------------- --------------------
Send Check For Net Sale Proceeds To: Send Stock Certificate(s)** To:
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
* Call Marie Paschall at (215) 238-3194 to obtain the exact amounts of Principal Due and Accrued Interest Due.
------------- ---------------------
** In cases where the number of shares on the stock certificate(s) you are submitting exceeds the number of shares you are
selling, a certificate for the balance will be sent to you upon request, by indicating an address above. If your shares
are pledged to an outside lender, the lender may require that the stock certificate for unsold shares be returned to them.
THIS COMPLETED FORM AND SIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
------
</TABLE>
<PAGE> 51
<TABLE>
<CAPTION>
SECTION I - INTERNAL MARKET WORKSHEET - See General Instructions, page B-1
(Use one form per registered owner.)
SALE OF COMMON SHARES
<C> <C> <C>
1 Number of Common Shares to be Sold:...................................................... 1
---------
2 Sale Price Per Common Share:............................................................. 2 $13.25
---------
3 Total Sale Price of Common Shares (Line 1 x Line 2)...................................... 3 $
---------
Note: If shares to be sold are pledged under a prior Deferred Payment Obligation, Line 8 must also be completed.
SALE OF PREFERRED SHARES
4 Number of Preferred Shares to be Sold:................................................... 4
---------
5 Sale Price Per Preferred Share:.......................................................... 5 $1,005.67
---------
6 Total Sale Price of Preferred Shares (Line 4 x Line 5)................................... 6 $
---------
7 TOTAL PROCEEDS (Line 3 + Line 6):..................................................... 7 $
---------
DISTRIBUTION OF TOTAL PROCEEDS
8 Amount to be Applied to Pay Off Related Deferred Payment Obligation* (write "N/A" if not applicable)
(a) Principal Due:....................................................................... 8(a) $
---------
(b) Accrued Interest Due:................................................................ 8(b) $
---------
(c) Total Deferred Payment Due (Line 8a + Line 8b):...................................... 8(c) $
--------
9 Amount to be Applied to Current Exercise
(a) Grant Date: ...................................................... 9(a) $
------------------ ---------
(b) Grant Date: ...................................................... 9(b) $
------------------ ---------
(c) Grant Date: ...................................................... 9(c) $
------------------ ---------
(d) Grant Date: ...................................................... 9(d) $
------------------ ---------
(e) Grant Date: ...................................................... 9(e) $
------------------ ---------
(f) Total (Lines 9a + 9b + 9c + 9d + 9e):................................................ 9(f) $
--------
10 Cash Back to You (Line 7 - Line 8c - Line 9f):........................................... 10 $
--------
11 Total Distribution (Line 8c + Line 9f + Line 10) Total must equal Line 7:.............. 11 $
--------
</TABLE>
SECTION II - INTERNAL MARKET REQUEST FORM
SIGNATURES
By signing below, you are offering to sell to ARAMARK the shares indicated in
Lines 1 and/or 4 above, subject to the terms and conditions of the Internal
Market. You also are acknowledging that: you have full authority to sell the
shares; you have received and read Form 10-K for fiscal 1994; you are under no
obligation to sell; and that the offer price is the appraisal value, reflecting
the shares' current lack of marketability and is less than it would be if the
shares were publicly traded. Please sign below exactly as your name(s) appear on
the stock certificate(s). Also, sign the back of the stock certificate(s).
<TABLE>
<CAPTION>
<S> <C>
Print Name(s) Social Security Number(s)
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature(s) Date
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
</TABLE>
CERTIFICATES ENCLOSED AND DELIVERY ADDRESS(ES)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number Shares COMMON Certificate Numbers Number Shares PRE- Certificate Numbers
Stock To Be Sold Enclosed FERRED Stock To Be Sold Enclosed
- -------------------------- -------------------------- -------------------------- ------------------------
- -------------------------- -------------------------- -------------------------- ------------------------
TOTAL: TOTAL:
-------------------- --------------------
Send Check For Net Sale Proceeds To: Send Stock Certificate(s)** To:
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
* Call Marie Paschall at (215) 238-3194 to obtain the exact amounts of Principal Due and Accrued Interest Due.
------------- ---------------------
** In cases where the number of shares on the stock certificate(s) you are submitting exceeds the number of shares you are
selling, a certificate for the balance will be sent to you upon request, by indicating an address above. If your shares
are pledged to an outside lender, the lender may require that the stock certificate for unsold shares be returned to them.
THIS COMPLETED FORM AND SIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
------
</TABLE>
<PAGE> 52
<TABLE>
<CAPTION>
SECTION I - INTERNAL MARKET WORKSHEET - See General Instructions, page B-1
(Use one form per registered owner.)
SALE OF COMMON SHARES
<C> <C> <C>
1 Number of Common Shares to be Sold:...................................................... 1
---------
2 Sale Price Per Common Share:............................................................. 2 $13.25
---------
3 Total Sale Price of Common Shares (Line 1 x Line 2)...................................... 3 $
---------
Note: If shares to be sold are pledged under a prior Deferred Payment Obligation, Line 8 must also be completed.
SALE OF PREFERRED SHARES
4 Number of Preferred Shares to be Sold:................................................... 4
---------
5 Sale Price Per Preferred Share:.......................................................... 5 $1,005.67
---------
6 Total Sale Price of Preferred Shares (Line 4 x Line 5)................................... 6 $
---------
7 TOTAL PROCEEDS (Line 3 + Line 6):..................................................... 7 $
---------
DISTRIBUTION OF TOTAL PROCEEDS
8 Amount to be Applied to Pay Off Related Deferred Payment Obligation* (write "N/A" if not applicable)
(a) Principal Due:....................................................................... 8(a) $
---------
(b) Accrued Interest Due:................................................................ 8(b) $
---------
(c) Total Deferred Payment Due (Line 8a + Line 8b):...................................... 8(c) $
--------
9 Amount to be Applied to Current Exercise
(a) Grant Date: ...................................................... 9(a) $
------------------ ---------
(b) Grant Date: ...................................................... 9(b) $
------------------ ---------
(c) Grant Date: ...................................................... 9(c) $
------------------ ---------
(d) Grant Date: ...................................................... 9(d) $
------------------ ---------
(e) Grant Date: ...................................................... 9(e) $
------------------ ---------
(f) Total (Lines 9a + 9b + 9c + 9d + 9e):................................................ 9(f) $
--------
10 Cash Back to You (Line 7 - Line 8c - Line 9f):........................................... 10 $
--------
11 Total Distribution (Line 8c + Line 9f + Line 10) - Total must equal Line 7:.............. 11 $
--------
</TABLE>
SECTION II - INTERNAL MARKET REQUEST FORM
SIGNATURES
By signing below, you are offering to sell to ARAMARK the shares indicated in
Lines 1 and/or 4 above, subject to the terms and conditions of the Internal
Market. You also are acknowledging that: you have full authority to sell the
shares; you have received and read Form 10-K for fiscal 1994; you are under no
obligation to sell; and that the offer price is the appraisal value, reflecting
the shares' current lack of marketability and is less than it would be if the
shares were publicly traded. Please sign below exactly as your name(s) appear on
the stock certificate(s). Also, sign the back of the stock certificate(s).
<TABLE>
<CAPTION>
<S> <C>
Print Name(s) Social Security Number(s)
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
Signature(s) Date
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
</TABLE>
CERTIFICATES ENCLOSED AND DELIVERY ADDRESS(ES)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Number Shares COMMON Certificate Numbers Number Shares PRE- Certificate Numbers
Stock To Be Sold Enclosed FERRED Stock To Be Sold Enclosed
- -------------------------- -------------------------- -------------------------- ------------------------
- -------------------------- -------------------------- -------------------------- ------------------------
TOTAL: TOTAL:
-------------------- --------------------
Send Check For Net Sale Proceeds To: Send Stock Certificate(s)** To:
- ----------------------------------------------------- -----------------------------------------------------
- ----------------------------------------------------- -----------------------------------------------------
* Call Marie Paschall at (215) 238-3194 to obtain the exact amounts of Principal Due and Accrued Interest Due.
------------- ---------------------
** In cases where the number of shares on the stock certificate(s) you are submitting exceeds the number of shares you are
selling, a certificate for the balance will be sent to you upon request, by indicating an address above. If your shares
are pledged to an outside lender, the lender may require that the stock certificate for unsold shares be returned to them.
THIS COMPLETED FORM AND SIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
------
</TABLE>
<PAGE> 53
STOCK-FOR-STOCK WORKSHEET - See General Instructions, p. B-1
(Use one form per registered owner.)
Note: Stock-for-stock transactions are only available for Installments 4, 5, or
6, OR for any installment if you have more than 2 Installment Stock Purchase
Opportunity Grants.
Employee Name (please print) Social Security Number Date
<TABLE>
<CAPTION>
Involving a Stock-For-Stock Exchange
EXERCISE
---------------------------------------
Line
# Definition Source #1 #2 #3 #4 #5 Total
<S> <C> <C> <C> <C> <C> <C>
1 Grant Date Line 1 on beige Exercise N/A
Form
2 This Year's Installment # Line 2 on beige Exercise N/A
Form
3 Maximum Dollar Amount Line 7 on beige Exercise $ $ $ $ $ $
Eligible To Be Covered By Form
Exchange
4 Approximate Dollar Value Portion of Line 3 you wish $ $ $ $ $ $
Of Shares You Wish to cover via Stock-For-
To Exchange Stock (can't exceed Line 3)
5 Current Appraisal Price $13.25 $13.25 $13.25 $13.25 $13.25 $13.25
Per Share
6 Number Of Shares To Be Line 4 (above) + Line 5
Exchanged (above). Rounded down to (Transfer to Line 15 of beige Exercise Form.)
next full share
7 Appraisal Price x Shares Line 5 (above) x Line 6 $ $ $ $ $ $
Exchanged (above)
(Transfer to Line 16 of beige Exercise Form.)
SHARE EXCHANGE SUMMARY
---------------------- NUMBER OF SHARES TO BE EXCHANGED
Certificate Shares Shown On
Number(s) This
Enclosed Certificate #1 #2 #3 #4 #5 Total
Note: Use additional
Stock-For-Stock
Worksheets if you are
submitting more than 5
stock certificates.
Totals
Must Equal Line 6 Above For Each Exercise And In Total
THIS COMPLETED FORM AND UNSIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
--------
</TABLE>
<PAGE> 54
STOCK-FOR-STOCK WORKSHEET - See General Instructions, p. B-1
(Use one form per registered owner.)
Note: Stock-for-stock transactions are only available for Installments 4, 5, or
6, OR for any installment if you have more than 2 Installment Stock Purchase
Opportunity Grants.
Employee Name (please print) Social Security Number Date
<TABLE>
<CAPTION>
Use One Column For Each Exercise
Involving a Stock-For-Stock Exchange
EXERCISE
---------------------------------------
Line
# Definition Source #1 #2 #3 #4 #5 Total
<S> <C> <C> <C> <C> <C> <C>
1 Grant Date Line 1 on beige Exercise N/A
Form
2 This Year's Installment # Line 2 on beige Exercise N/A
Form
3 Maximum Dollar Amount Line 7 on beige Exercise $ $ $ $ $ $
Eligible To Be Covered By Form
Exchange
4 Approximate Dollar Value Portion of Line 3 you wish $ $ $ $ $ $
Of Shares You Wish to cover via Stock-For-
To Exchange Stock (can't exceed Line 3)
5 Current Appraisal Price $13.25 $13.25 $13.25 $13.25 $13.25 $13.25
Per Share
6 Number Of Shares To Be Line 4 (above) + Line 5
Exchanged (above). Rounded down to (Transfer to Line 15 of beige Exercise Form.)
next full share
7 Appraisal Price x Shares Line 5 (above) x Line 6 $ $ $ $ $ $
Exchanged (above)
(Transfer to Line 16 of beige Exercise Form.)
SHARE EXCHANGE SUMMARY
---------------------- NUMBER OF SHARES TO BE EXCHANGED
Certificate Shares Shown On
Number(s) This
Enclosed Certificate #1 #2 #3 #4 #5 Total
Note: Use additional
Stock-For-Stock
Worksheets if you are
submitting more than 5
stock certificates.
Totals
Must Equal Line 6 Above For Each Exercise And In Total
THIS COMPLETED FORM AND UNSIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
--------
</TABLE>
<PAGE> 55
STOCK-FOR-STOCK WORKSHEET - See General Instructions, p. B-1
(Use one form per registered owner.)
Note: Stock-for-stock transactions are only available for Installments 4, 5, or
6, OR for any installment if you have more than 2 Installment Stock Purchase
Opportunity Grants.
Employee Name (please print) Social Security Number Date
<TABLE>
<CAPTION>
Use One Column For Each Exercise
Involving a Stock-For-Stock Exchange
EXERCISE
---------------------------------------
Line
# Definition Source #1 #2 #3 #4 #5 Total
<S> <C> <C> <C> <C> <C> <C>
1 Grant Date Line 1 on beige Exercise N/A
Form
2 This Year's Installment # Line 2 on beige Exercise N/A
Form
3 Maximum Dollar Amount Line 7 on beige Exercise $ $ $ $ $ $
Eligible To Be Covered By Form
Exchange
4 Approximate Dollar Value Portion of Line 3 you wish $ $ $ $ $ $
Of Shares You Wish to cover via Stock-For-
To Exchange Stock (can't exceed Line 3)
5 Current Appraisal Price $13.25 $13.25 $13.25 $13.25 $13.25 $13.25
Per Share
6 Number Of Shares To Be Line 4 (above) + Line 5
Exchanged (above). Rounded down to (Transfer to Line 15 of beige Exercise Form.)
next full share
7 Appraisal Price x Shares Line 5 (above) x Line 6 $ $ $ $ $ $
Exchanged (above)
(Transfer to Line 16 of beige Exercise Form.)
SHARE EXCHANGE SUMMARY
---------------------- NUMBER OF SHARES TO BE EXCHANGED
Certificate Shares Shown On
Number(s) This
Enclosed Certificate #1 #2 #3 #4 #5 Total
Note: Use additional
Stock-For-Stock
Worksheets if you are
submitting more than 5
stock certificates.
Totals
Must Equal Line 6 Above For Each Exercise And In Total
THIS COMPLETED FORM AND UNSIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO LATER THAN 1/15/95.
--------
</TABLE>
