<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 1995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ARAMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2319139
(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification Number)
ARAMARK Tower, 1101 Market Street, Philadelphia, PA 19107
(Address, including zip code of principal executive offices)
ARAMARK CORPORATION
1991 Stock Ownership Plan
(Full title of the Plan)
Martin W. Spector
Executive Vice President, Secretary and
General Counsel
ARAMARK Corporation
ARAMARK TOWER, 1101 Market Street
Philadelphia, PA 19107
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(215) 238-3581
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed Maximum
securities to Amount to be offering price aggregate offering Amount of
be registered registered per share price registration fee
- ------------- ------------ ---------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 1,486,628 $13.25 $19,697,821 $6,792
Class B shares
($.01 par
Value)
</TABLE>
================================================================================
<PAGE> 2
Registration of Additional Securities
-------------------------------------
The Registrant has previously filed a registration statement on Form S-8
with respect to shares of its Class B Common Stock relating to its 1991 Stock
Ownership Plan.
This registration statement is being filed with respect to additional
shares of the Registrant's Class B Common Stock relating to its 1991 Stock
Ownership Plan.
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement No. 33-44002 on Form S-8 are incorporated
herein by reference.
This Registration Statement includes the following:
A. Signature page
B. Opinion of Counsel
C. Consents of accountants and securities appraiser
D. Powers of Attorney
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania, on February 17, 1995.
ARAMARK CORPORATION
By: Alan J. Griffith
-----------------------------------
Alan J. Griffith
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on February 17, 1995.
Signature Title
- --------- -----
Joseph Neubauer
- -------------------------- Chairman and President and Director
Joseph Neubauer (Principal Executive Officer)
James E. Ksansnak
- -------------------------- Executive Vice President
James E. Ksansnak (Principal Financial Officer)
Alan J. Griffith
- -------------------------- Controller
Alan J. Griffith (Principal Accounting Officer)
Robert J. Callander
Alan K. Campbell
Ronald R. Davenport
Davre J. Davidson
Philip L. Defliese
Lee F. Driscoll, Jr. Directors
Mitchell S. Fromstein
Edward G. Jordan
Thomas H. Kean
Reynold C. MacDonald
James E. Preston
Martin W. Spector
- --------------------------
Martin W. Spector
Attorney-in-Fact
<PAGE> 4
EXHIBIT 5
February 17, 1995
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Re: Up to 1,486,628 Shares of Common Stock, Class B
Par Value $.01 Per Share, of ARAMARK Corporation
------------------------------------------------
Dear Sir or Madam:
I am Assistant Secretary and Associate General Counsel of ARAMARK
Corporation, a Delaware corporation (the "Company").
I am delivering this opinion to you in connection with the Form S-8
Registration Statement (the "Registration Statement") proposed to be filed with
the Securities and Exchange Commission, for the registration, under the
Securities Act of 1933, of up to 1,486,628 additional shares (the "Shares") of
the Company's Common Stock, Class B, par value $.01 per share ("Common Stock"),
deliverable upon exercise of opportunities to purchase Shares pursuant to the
Company's 1991 Stock Ownership Plan (the "Plan").
In my opinion, the Shares will, when delivered upon exercise of
opportunities to purchase Shares in accordance with the terms of the Plan, be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I am
acting within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donald S. Morton
--------------------
Donald S. Morton
Assistant Secretary and
Associate General Counsel
<PAGE> 5
- --------------------------------------------------------------------------------
EXHIBIT 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
ARTHUR ANDERSEN LLP
- --------------------------------------------------------------------------------
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November 7, 1994
included in ARAMARK Corporation's Form 10-K for the year ended September 30,
1994 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Independent Public Accountants
Philadelphia, Pennsylvania
February 14, 1995
<PAGE> 6
- --------------------------------------------------------------------------------
EXHIBIT 23B
CONSENT OF CHARTERED ACCOUNTANTS
ERNST & YOUNG
- --------------------------------------------------------------------------------
We consent to the reference to our firm under the caption "Experts" in the
Prospectus constituting part of the Registration Statement on Form S-8 relating
to 1,486,628 shares of common stock, par value, of ARAMARK Corporation and to
the incorporation by reference in this Registration Statement of our report
dated November 16, 1994, included in the Annual Report of ARAMARK Corporation on
Form 10-K for the year ended September 30, 1994.
ERNST & YOUNG
Chartered Accountants
Mississauga, Canada
February 13, 1995
<PAGE> 7
- --------------------------------------------------------------------------------
EXHIBIT 23C
CONSENT OF SECURITIES APPRAISER
HOULIHAN LOKEY HOWARD AND ZUKIN
- --------------------------------------------------------------------------------
As independent valuation consultants, we hereby consent to the use of our
report, dated December 1, 1994 and to all references to it and Houlihan Lokey
Howard and Zukin included in or made a part of the Registration Statement on
Form S-8 to be filed with the SEC relating to the registration of additional
securities under the ARAMARK Corporation 1991 Stock Ownership Program.
HOULIHAN LOKEY HOWARD AND ZUKIN
Securities Appraiser
McLean, Virginia
February 1, 1995
<PAGE> 8
ALAN K. CAMPBELL
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Alan K. Campbell
---------------------
Alan K. Campbell
<PAGE> 9
DAVRE J. DAVIDSON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Davre J. Davidson
---------------------
Davre J. Davidson
<PAGE> 10
EDWARD G. JORDAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Edward G. Jordan
---------------------
Edward G. Jordan
<PAGE> 11
JAMES E. PRESTON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ James E. Preston
---------------------
James E. Preston
<PAGE> 12
JOSEPH NEUBAUER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Joseph Neubauer
--------------------
Joseph Neubauer
<PAGE> 13
LEE F. DRISCOLL, JR.
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Lee F. Driscoll, Jr.
------------------------
Lee F. Driscoll, Jr.
<PAGE> 14
MITCHELL S. FROMSTEIN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Mitchell S. Fromstein
--------------------------
Mitchell S. Fromstein
<PAGE> 15
PHILIP L. DEFLIESE
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Philip L. Defliese
----------------------
Philip L. Defliese
<PAGE> 16
REYNOLD C. MACDONALD
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Reynold C. MacDonald
------------------------
Reynold C. MacDonald
<PAGE> 17
ROBERT J. CALLANDER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Robert J. Callander
-----------------------
Robert J. Callander
<PAGE> 18
RONALD R. DAVENPORT
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Ronald R. Davenport
-----------------------
Ronald R. Davenport
<PAGE> 19
THOMAS H. KEAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W.
Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each
of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's 1991 Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and accounting
officers whose signatures to such report or amendments thereto shall be
conclusive evidence of such approval).
Dated: February 13, 1995 /s/ Thomas H. Kean
------------------
Thomas H. Kean
