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[ARAMARK LOGO]
MEMORANDUM
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TO: Executive Leadership FROM: Joseph Neubauer
Council
SUBJECT: Share 100 DATE: February 6, 1998
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On February 5 in Chancery Court in Delaware, Judge Bernard Balick issued an
injunction to temporarily halt the Share 100 transaction. This means that the
Share 100 transaction will not close as originally scheduled on February 10. His
decision was based on an interpretation of an unresolved point of Delaware law
concerning the applicability of a private company discount to outside
shareholders in the unique situation where shares are being repurchased in a
mandatory transaction. The judge did not question the appraisal of the value of
ARAMARK's stock.
Let me emphasize that the ruling is to temporarily halt the transaction which
allows us time to resolve certain issues related to the transaction. As a
result, we will postpone any action on Share 100 at the February 10 shareholders
meeting for 30 days, which will allow us to appeal the ruling to the Delaware
Supreme Court.
While I am disappointed at this temporary setback in light of our enthusiasm for
Share 100, it is important to emphasize our success and your efforts which have
positioned us as the world leader in managed services. Most importantly, let me
assure you that I remain committed to Share 100 and believe that it is in the
best interest of ARAMARK.
Let me urge you to continue to focus on the task at hand which is to serve our
customers and grow our business profitably through our Unlimited Partnerships,
and I will keep you informed of new developments as we move forward.
