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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1998
FILE NO. 1-8827
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
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ARAMARK CORPORATION
(NAME OF ISSUER AND PERSON FILING STATEMENT)
COMMON STOCK, CLASS A, PAR VALUE
$0.01 PER SHARE (TITLE OF CLASS OF SECURITIES)
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MARTIN W. SPECTOR
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
ARAMARK CORPORATION
ARAMARK TOWER
1101 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19107
(215) 238-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
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COPY TO:
CHARLES I. COGUT, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
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MAY 15, 1998
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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Transaction Valuation*........................................... $949,443,500*
Amount of Filing Fee............................................. $189,889
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* Based upon purchase of 1,898,887 shares at $500.00 per share
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $189,889 Filing Party: ARAMARK Corporation
Form Or Registration No.: Schedule 13E-4 Date Filed: May 15, 1998
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This Amendment No. 2 amends and supplements the Statement on Schedule 13E-4,
filed May 15, 1998 (as amended, the "Statement") relating to the issuer tender
offer by ARAMARK Corporation, a Delaware corporation (the "Company"), to
purchase all outstanding shares of its Common Stock, Class A, par value $0.01
per share (the "Shares"), at a price of $500.00 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 15,
1998 (the "Offer to Purchase") and the related Letter of Transmittal.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
The information provided in Supplement No. 2 to the Offer to Purchase dated
June 8, 1998 is incorporated herein by reference, a copy of which is filed as
exhibit (a)(7)-- hereto.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented to add the following:
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EXHIBIT
NO. DESCRIPTION
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<C> <S>
(a)(7) Form of Supplement No. 2 to Offer to Purchase dated June 8, 1998.
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2
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Aramark Corporation
June 8, 1998
/s/ Martin W. Spector
By:
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MARTIN W. SPECTOR
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
3
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EXHIBIT 99(A)(7)
SUPPLEMENT NO. 2 TO OFFER TO PURCHASE FOR CASH
BY
ARAMARK CORPORATION
ALL OUTSTANDING SHARES OF ITS CLASS A COMMON STOCK
AT
$500.00 PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
PHILADELPHIA TIME, ON JUNE 15, 1998, UNLESS THE OFFER IS EXTENDED.
ARAMARK Corporation, a Delaware corporation (the "Company"), has invited its
stockholders to tender all outstanding shares of its Common Stock, Class A,
par value $0.01 per share (the "Shares"), to the Company at a price of $500.00
per Share, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated May 15, 1998 and the related Letter of Transmittal and the
Supplement to the Offer to Purchase dated June 1, 1998 (which together, as
amended and supplemented by this Supplement, constitute the "Offer").
The Company's distributive segment sustained operating losses of $6.4
million for the second quarter and $7.9 million for the current six month
period compared to an operating loss of $3.3 million and $5.6 million for the
comparable prior year periods. The Company has examined various strategic
alternatives to improve the operations of this segment. Also, with respect to
this segment, the Company continues to implement its plan to improve operating
results as a result of selected acquisitions in certain geographic areas, the
divestiture of certain operations and through initiatives to increase volume
and margins and reduce costs. The Company is presently in discussions with
another party relating to the formation of a joint venture for its
distributive business. It is contemplated that the Company would contribute
substantially all of the segment's assets and liabilities, including $10.0
million of the segment's indebtedness, to the venture in exchange for a
significant minority equity interest in the venture. It is anticipated that
this transaction may be finalized in the near future. However, there is no
assurance that this or any transaction involving this segment will be
consummated, or, if consummated, that it will have terms identical to those
outlined above.
The Offer is conditioned upon, among other things, (1) at least 900,000
shares of Class A Common Stock being validly tendered and not withdrawn prior
to the expiration of the Offer, and (2) the approval by the Court (as defined
in the Offer to Purchase) of the terms of the Stipulation (as defined in the
Offer to Purchase). See Sections 6 and 8 of the Offer to Purchase.
Stockholders who have previously validly tendered and not properly withdrawn
their Shares pursuant to the Offer are not required to take any further
action. Except as otherwise set forth in this Supplement, the terms and
conditions previously set forth in the Offer to Purchase remain applicable in
all respects to the Offer, and this Supplement should be read in conjunction
with the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS
WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NEITHER THE
COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
June 8, 1998
