<PAGE>
PROSPECTUS ISPO 1995
ARAMARK CORPORATION
ARAMARK Ownership Program
Installment Stock Purchase Opportunity
12,395,742 Shares
Common Stock, Class B, $.01 Par Value
This Prospectus relates to a maximum of 12,395,742 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, 1995.
<PAGE>
TABLE OF CONTENTS
Available Information ........................................... 2
Prospectus Summary .............................................. 3
Questions and Answers ........................................... 5
The ARAMARK Ownership Program ................................... 15
The Deferred Payment Program .................................... 17
U.S. Income Tax Considerations .................................. 17
Description of Equity Securities ................................ 18
Experts ......................................................... 19
Incorporation of Certain Documents by Reference ................. 19
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>
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.
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. Purchase opportunities can take a number of
different forms, including Installment Stock Purchase Opportunities ("ISPOs")
and Expanded Stock Purchase Opportunities ("EXPOs"). This prospectus describes
ISPOs.
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>
Stockholders' Agreement
All of the management investors and other investors (except the ARAMARK
employee benefit plans, which are prohibited by law from doing so) have entered
into a Stockholders' Agreement. The Stockholders' Agreement has been 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. By exercising your purchase opportunity, you will be agreeing to be
bound by the terms of the Stockholders' Agreement.
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 1995. 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 information presented before electing to invest.
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
Marie Paschall at (215) 238-3194
Russ Garrison (215) 238-3238
Mari Fulginiti at (215) 238-3217
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>
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 changed its name from The ARA Group, Inc.
in 1994. The Company was formed by a group of investors led by
senior management 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>
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 no
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 Prospectus
6
<PAGE>
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 U.S. 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 U.S. 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 1995, the taxable income and the taxes
collected will be reported on your W-2 form for 1995; and if
they are received in January 1996, the taxable income and the
taxes collected will be reported on your W-2 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.
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, 1995 was $14.75.
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>
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 March 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 1996, the deferred payment is
due on March 15, 1999. Interest accrues at an annual rate of 8
3/4% 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 U.S. 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 U.S. tax law, the interest paid at the time of making
the deferred payment would be treated for U.S. 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
U.S. 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>
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 U.S. tax rules. For a
discussion of the different tax treatments accorded sales of
Class B and Series C Shares, see "U.S. 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 U.S. 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 U.S. 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>
Shares is $8.25 per share, or $825.00, and the Appraisal Price
is $14.75 per share, then you may use 55 shares that you
currently own in the stock-for-stock exercise method to pay
$811.25 of the exercise price, with the balance of $13.75 (as
well as the required withholding taxes) being paid through the
other available methods. You may not use 56 Shares, because 56
times $14.75 (or $826.00) exceeds the exercise price of $825.00.
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 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 o
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>
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>
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 1996 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:
Class B Shares Series C Shares
-------------- ---------------
Offering Periods: December 15 to January 15 Same as for Class
March 15 to April 15 B Shares
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
Appraisal Price as of: plus accrued and
December 1, 1995 unpaid dividends
March 1, 1996
June 1, 1996
September 1, 1996
Payment Terms: Cash Cash
Individual Generally, up to $50,000 Unlimited
Guideline or, if greater, 10% of
for each shares owned (up to a
Offering maximum of $150,000);
Period: requests for larger sales
can be made by contacting
one of the persons listed
on page 4 of this
Prospectus
Required Holding Shares owned for less than None
Period: six months are not eligible
for resale in the internal
market.
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>
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>
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 5.71% to
6.45% 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 U.S. 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>
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 51% of the equity. In addition, at October
27, 1995, management employees held installment stock purchase opportunities for
8,398,717 shares and stock options for an additional 1,378,246 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.
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 shares of Common Stock through the granting of
incentive stock options and/or nonqualified options. On October 27, 1995,
2,060,304 options were outstanding under the Plan. No additional options can be
granted under the Plan.
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 27, 1995,
2,369,713 options were outstanding under the Plan and 474,966 shares were
available for the grant of future options.
15
<PAGE>
The 1991 Ownership Plan was adopted by the Board of Directors in
November 1991 and was amended in 1994. The Plan was approved by stockholders in
February 1995. The Plan provides for the issuance of up to 10,000,000 shares of
Common Stock through the granting of nonqualified options. On October 27, 1995,
5,346,946 options were outstanding under the Plan and 2,143,813 shares were
available for the grant of future options.
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 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,
1995 was $14.75. 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.
16
<PAGE>
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 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, 1995 and January 15, 1996, the Deferred Payment Program is
available for holders of purchase opportunities that were first granted prior to
December 1992.
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 3/4% 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 Compensation and Benefits (telephone: 215-238-3194).
U.S. INCOME TAX CONSIDERATIONS
The following discussion is not intended to be a complete statement of
the U.S. 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 U.S.
income tax law, offerees are urged to consult their own tax advisor.
With respect to the purchase opportunities, ARAMARK understands that,
under current U.S. 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
17
<PAGE>
income. Consequently, ARAMARK requires the exercising employee to deposit with
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 27, 1995, 22,667,009 shares of Class B Common Stock were
issued and outstanding (not including 10,423,736 shares subject to options,
installment stock purchase opportunities and deferred stock units granted and
outstanding under the Company's Plans), 2,182,300 shares of Class A Common Stock
were issued and outstanding and 14,677 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
18
<PAGE>
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 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 29, 1995, 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.
19
<PAGE>
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.
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.
20
<PAGE>
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
A-1
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
accordance with the terms of this 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 maturity; and with the first
A-2
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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 be deemed to
establish compliance with the provisions of this Section 2.03(b)
A-3
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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 or all transfers or proposed transfers, unless, prior to
such revocation, the shares have been presented to the transfer agent for the
A-4
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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 the consent of the Stockholder who has made the
A-5
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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
A-6
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
purported transfer on its books. Two or more Stockholders owning in
the 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,
A-7
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
heirs or personal representative, and such Investor Group member's Permitted
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
A-8
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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 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 tha 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
A-9
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
ARAMARK. In respect of shares of Common Stock distributed by 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
necessary, to subdivide the outstanding shares of Common Stock of ARAMARK, in
A-10
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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 of such
A-11
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
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>
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
A-13
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
agreement or similar agreement and (c) any subordinated indebtedness of a
corporation merged with or into or 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
A-14
AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
<PAGE>
the 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>
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):
o Certificate of Grant - if you are exercising the first installment of a grant.
o 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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
| 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. |
|------------------|--------------------|---------------------------------|---------------------------|----------------------------|
| | | DEFERRED | INTERNAL |
| | CASH | PAYMENT | MARKET | STOCK-FOR-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 | Exchanging shares you |
| | the time | 75% of your purchase amount. | the company and apply- | own (at the current |
| | of exercise. | (Interest, due at the end of the| ing all or part of the | appraisal price), for new |
| | | deferral period, will be | proceeds toward the pur- | ones (at your grant |
| | | charged.) | chase of more shares. | exercise price). |
|------------------|--------------------|---------------------------------|---------------------------|----------------------------|
</TABLE>
THE FOLLOWING CHART LISTS 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 |
|------------------------------------------|-----------|----------------|------------|-------------|------------|---------------|
</TABLE>
(1) Complete a separate form for each exercise.
(2) For multiple transactions, compile onto one form per registered owner. Note:
If shares are held jointly in your and your spouse's names, that is
considered as one owner.
(3) If you are not applying proceeds toward a purchase, only submit the Internal
Market form and the Stock Certificate(s) for the shares you are selling.
- --------------------------------------------------------------------------------
Send all completed documents including, where applicable, your worksheets, stock
certificates (or confirmation statements), and your checks, made payable to
ARAMARK Corporation, 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, 1996.
NOTE: You will receive written confirmation of your stock purchases; stock
certificates will only be issued upon request.
<PAGE>
EXERCISE FORM - See General Instructions, page B-1
SECTION I - WORKSHEET
DETERMINING YOUR COST FOR SHARES
<TABLE>
<CAPTION>
DEFINITION SOURCE
---------- ------
<S> <C> <C>
1 Grant Date . . . . . . . . . . . . . . . . . . . . . . . . . . . Ownership Statement* . . . . . . . . . . . . . . . . 1
2 This Year's Installment Numbe . . . . . . . . . . . . . . . . . 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 $14.75
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 worksheet . . . . . . . . . . . . . . . . . . . . . . . . . Lines 9 a-e of green Internal Market Worksheet . . .17 $
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,
1995, 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.
Print Name(s) Signature(s) Social Security Number Date
- --------------------- ---------------------- ---------------------- --------
- --------------------- ---------------------- ---------------------- --------
Home Address:
-------------------------------------------------------------------
(Street) (City) (State) (Zip Code)
Home Phone #: Business Phone #: Business Unit: Component #:
-------- ------ ----- -----
Send all completed documents, including worksheets and your check (if
applicable), made payable to ARAMARK Corporation, 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 1/15/96.
- --------------------------------------------------------------------------------
For Transfer Agent Check Number Check Amount $
use only: ----- ---------
HID# Deferred Amount $ Shares Exchanged
------------- ----- ----
- --------------------------------------------------------------------------------
(PLEASE TURN OVER)
<PAGE>
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, 1996, at the rate of 8 3/4% per year, simple interest. Payment of
the deferred obligation and interest will be due March 15, 1999, 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 1/15/96.
<PAGE>
SECTION I INTERNAL MARKET SALE REQUEST FORM
Use one form per registered owner
INSTRUCTIONS: In this Section, you will be listing the certificate(s) or
confirmation statement(s) that you are enclosing, and indicating the number of
shares listed on each, and the number of shares you would like to sell.
NAME (PLEASE PRINT) SOCIAL SECURITY NUMBER
- ------------------------------------- --------------------------------------
| | | |
| ------------------------------- | | -------------------------------- |
| | | |
- ------------------------------------- --------------------------------------
SALE OF COMMON SHARES - CLASS B
NO. OF SHARES NO. OF SHARES TO
CERTIFICATE/ SHOWN ON THIS BE SOLD FROM THIS
LINE STATEMENT LINE CERTIFICATE/ LINE CERTIFICATE/
NO. NUMBER ENCLOSED NO. STATEMENT NO. STATEMENT
- ----- --------------- ---- -------------- ---- -------------------
1a | | 1a | | 1a |
- ------|---------------------|----|--------------------|----|--------------------
1b | | 1b | | 1b |
- ------|---------------------|----|--------------------|----|--------------------
1c | | 1c | | 1c |
- ------|---------------------|----|--------------------|----|--------------------
1d | | 1d | | 1d |
- ------|---------------------|----|--------------------|----|--------------------
1e | | 1e | | 1e |
- --------------------------------------------------------------------------------
| | TOTAL SHARES TO
| | BE SOLD
| | (COPY 1g TO LINE
TOTAL SHARES SHOWN | | 1 ON REVERSE SIDE)
- --------------------------------------------------------------------------------
1f TOTAL SHARES | 1f | 1g|
(ADD 1a - 1e IN EACH COLUMN)| | |
- ----------------------------|---------------------------------------------------
TOTAL COMMON SHARES LEFT | | |
OVER | 1h | |
(1f MINUS 1g) | | |
- -------------------------------------------------------
Note: Shares used in a stock-for-stock exchange or purchased within prior six
(6) months cannot be sold. If shares to be sold are pledged under a prior
Deferred Payment Obligation, Lines 8a, b, and c on front of form must also be
completed.
SALE OF PREFERRED SHARES - SERIES C
NO. OF SHARES NO. OF SHARES TO
CERTIFICATE/ SHOWN ON THIS BE SOLD FROM THIS
LINE STATEMENT LINE CERTIFICATE/ LINE CERTIFICATE/
NO. NUMBER ENCLOSED NO. STATEMENT NO. STATEMENT
- ----- --------------- ---- -------------- ---- -------------------
4a | | 4b | | 4c |
- ----------------------------|----|--------------------|----|--------------------
TOTAL PREFERRED SHARES LEFT | | | (COPY 4c TO LINE 4 ON
OVER | 4d | | REVERSE SIDE)
(4b MINUS 4c) | | |
- --------------------------------------------------------------------------------
Complete Sections II and III on reverse side of this form.
(Please see reverse.)
<PAGE>
SECTION II, INTERNAL MARKET WORKSHEET - See General Instructions
PLEASE COMPLETE THE REVERSE SIDE FIRST. (Use one form per registered owner.)
<TABLE>
<CAPTION>
SALE OF COMMON SHARES
<S> <C> <C> <C>
1 Number of Common Shares to be Sold (Section I, Line 1g): 1
------
2 Sale Price Per Common Share (December 1, 1995 appraisal price): 2 $14.75
------
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, Lines 8a, b, and c must also be completed.
SALE OF PREFERRED SHARES
4 Number of Preferred Shares to be Sold (Section I, Line 4c): 4
---------
5 Sale Price Per Preferred Share: 5 $1,005.83
---------
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 (if applicable)
(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 minus Line 8c minus 9f): 10 $
-------
11 Total Distribution (Line 8c + Line 9f + Line 10) - Total must equal Line 7: 11 $
-------
</TABLE>
SECTION III - 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 1995; you are under no
obligation to sell; and the offer price is the most recent appraisal price,
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).
Print Name(s) Social Security Number(s)
- ------------------------------- --------------------------------------
- ------------------------------- --------------------------------------
Signature(s) Date
- ------------------------------- --------------------------------------
- ------------------------------- --------------------------------------
DELIVERY ADDRESS(ES)
================================================================================
| 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) or
confirmation statement(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 the lender.
THIS COMPLETED FORM AND SIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK NO
LATER THAN 1/15/96.
(If certificates were not sent to you for the shares, attach a copy of the
confirmation statement(s) in lieu of certificate.)
Send the form(s) and signed stock certificate(s) or confirmation statement(s),
to: L. Annette Nedd, 29th Floor/Legal Department, ARAMARK Corporation, 1101
Market Street, Philadelphia, PA 19107-2988.
EXPIRATION: 1/15/96
<PAGE>
STOCK-FOR-STOCK WORKSHEET - See General Instructions, p. B-1
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. (Use one form per registered owner.)
- -------------------------------------------------------------------------------
| Employee Name (please print) | Social Security Number | Date |
| | | |
| | | |
- ------------------------------------------------------------------------------|
Use One Column For Each Exercise
Involving a Stock-For-Stock Exchange
EXERCISE
----------------------------------------
<TABLE>
<CAPTION>
Line
<S> <C> <C> <C> <C> <C> <C> <C> <C>
# Definition Source #1 #2 #3 #4 #5 Total
---------------------------------------------------------
1 Grant Date Line 1 on beige Exercise | | | | | | |
Form | | | | | | |
| | | | | | N/A |
---------------------------------------------------------
---------------------------------------------------------
2 This Year's Installment # Line 2 on beige Exercise | | | | | | |
Form | | | | | | |
| | | | | | N/A |
---------------------------------------------------------
---------------------------------------------------------
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 to cover via Stock-For- | | | | | | |
Exchange Stock (can't exceed Line 3) | $ | $ | $ | $ | $ | $ |
---------------------------------------------------------
---------------------------------------------------------
5 Current Appraisal Price Per | | | | | | |
Share | | | | | | |
| $14.75 | $14.75 | $14.75 | $14.75 | $14.75 | $14.75 |
---------------------------------------------------------
---------------------------------------------------------
6 Number Of Shares To Be Line 4 (above) - Line 5 | | | | | | |
Exchanged (above). Rounded down to | | | | | | |
next full share | | | | | | |
---------------------------------------------------------
(Transfer to Line 15 of beige Exercise Form)
---------------------------------------------------------
7 Appraisal Price x Shares Line 5 (above) x Line 6 | |
Exchanged (above) | |
| $ $ $ $ $ $ |
---------------------------------------------------------
(Transfer to Line 16 of beige Exercise Form)
</TABLE>
SHARE EXCHANGE SUMMARY
<TABLE>
<CAPTION>
NUMBER OF SHARES TO BE EXCHANGED
----------------------------------------------------------------
Certificate Shares Shown | |
Number(s) On This | |
Enclosed Certificate | #1 #2 #3 #4 #5 Total |
<S> <C> <C> <C> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------------
| | | | | | | | |
--------------------------------------------------------------------------------------------------
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 |
----------------------------------------------------------------
</TABLE>
THIS COMPLETED FORM AND UNSIGNED STOCK CERTIFICATES MUST BE RECEIVED AT ARAMARK
NO LATER THAN 1/15/95.
