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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 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. 1)
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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. 1 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.
The Statement is hereby amended and supplemented by incorporating by
reference the information contained in the Supplement to the Offer to Purchase
dated June 1, 1998 and the Letter to Stockholders from the Chairman of the
Company, copies of which are filed as exhibits (a)(5) and (a)(6) hereto.
Item 9 is hereby amended and supplemented to add the following:
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EXHIBIT
NO. DESCRIPTION
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(a)(5) Form of Supplement to Offer to Purchase dated June 1, 1998.
(a)(6) Letter to Stockholders from the Chairman of the Company.
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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 1, 1998
/s/ Martin W. Spector
By:
-----------------------------------
MARTIN W. SPECTOR EXECUTIVE VICE
PRESIDENT,
GENERAL COUNSEL AND SECRETARY
3
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EXHIBIT 99.1(a)(5)
SUPPLEMENT 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 (which
together, as amended and supplemented by this Supplement, constitute the
"Offer").
The Company as a matter of course obtains an appraisal of the fair market
value of the Shares as of December 1, March 1, June 1, and September 1 of each
year. The most recent appraisal of the fair market value per Share was
$377.50, according to an appraisal completed by Houlihan, Lokey, Howard &
Zukin Financial Advisors Inc. as of June 1, 1998. See Sections 6 and 7 of the
Offer to Purchase.
Payment for Shares accepted for payment pursuant to the Offer will be made
by check unless a stockholder elects to receive payment by wire transfer.
Stockholders electing to receive payment by wire transfer should call the
Special Depositary Group (the "Depositary") at (215) 238-3246 no later than
three business days prior to the Expiration Date (as defined in the Offer to
Purchase) to give the Depositary proper wire instructions.
After consummation of the Offer, the Company intends to refinance part of
the outstanding borrowings under its Bank Facility (as defined in the Offer to
Purchase) through the issuance of debt securities in the public markets,
subject to market conditions.
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 1, 1998
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EXHIBIT 99.2 (a)(6)
QUARTER 2 SHAREHOLDER LETTER - May 29, 1998
Dear Shareholder
With the close of the second quarter, we have reached the half-way mark for the
year which allows us both to reflect on what's past and to assess what the full
year might bring. This past quarter's performance was somewhat boosted by
differing impacts of holidays compared with the same quarter last year. However,
I am pleased to report that our company has shown strong growth.
Net new business gained for the first six months was in excess of $200 million,
which is over 30% ahead of the same period last year. This is a strong
performance and one we can all be proud of, especially as lost business has
remained flat for the same period.
Included in these wins were Uniform Services gains of Pepsi, Harley Davidson and
Sears, Business Services' JP Morgan win, Campus Services' Brandeis University
gain and School Support Services with their Atlantic City School District gain.
QUARTER II RESULTS
Revenues from operations grew to almost $1.6 billion, representing an increase
of 9% for the quarter. EBIT grew 8%, to $60 million, while net income increased
20% to $19 million. For comparative purposes, the gain from the sale of Spectrum
in the second quarter of last year has been excluded.
FOOD & SUPPORT SERVICES
The Food & Support Services Group followed up their strong start to the year
with another excellent quarter which saw their EBIT climb in excess of 20% on a
solid revenue growth of 11%.
Domestically each line of business performed well, with especially good gains
recorded by Business Services, Campus Services and School Support Services. The
group's international businesses also grew strongly with revenues up 6%, and
EBIT more than 50% - after taking into account the impact of currency. Spain
has turned the corner and is on track to contributing significantly to the
international group's performance. Canada, the United Kingdom and Germany
continued to perform strongly.
Business Week magazine named HSS's SelectService system as one of its 25 best
new products for 1997. The system, a new managed services performance solution
for hospitals, joined products from Mercedes-Benz, Intel, Toshiba and other
leading companies, and was the only managed services product on their list.
-2-
UNIFORM & CAREER APPAREL
Uniform Services, with revenue and EBIT up 7% and 12% respectively, and Gall's,
with top and bottom line up 15% and over 50% respectively - continue to drive
the performance of this business group, with the latter gaining from an improved
product mix and new lines. Revenue for the entire group grew by 6% while EBIT
performance was flat compared to the same period last year. El Nino can be
blamed for some of WearGuard's woes with the continuation of the mildest winter
on record during the quarter which severely curtailed their sales of outerwear.
Crest's disappointing performance was exacerbated by a combination of lower than
expected margins and lower than anticipated new business gains.
EDUCATIONAL RESOURCES
This business group grew their top and bottom line a healthy 12%, maintaining
their positive momentum. New business wins included the opening of a Daybridge
Center to serve a technology business consortium in La Jolla, California, and
six new before and after school programs in a Dallas school district.
MAGAZINE & BOOK
The geographic repositioning of this group was achieved at the end of the first
quarter and the second quarter has been spent assimilating the acquired
operations and their attendant costs. Unfortunately, we again sustained a loss
for the period. We are examining various alternatives to reduce our losses.
INCREASING EMPLOYEE OWNERSHIP
Most of you are aware of the one-time Tender Offer to outside Class A
shareholders which is expected to grow the employee-ownership of ARAMARK from
80% to between 90 and 95%. This offer expires on June 15 and I'll keep you
posted on our progress.
FOCUS
We have had a strong six-month performance. Net new business gains have been
very encouraging and we must continue to focus on this area if we are to build
on this performance for the balance of the year. I believe we are well
positioned to meet our goals for the full year. Our goals accelerate in the
second half of the year which makes the task even more challenging - especially
with a 52-week year compared with last year's 53-week year.
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However, most of our business groups are trading well in an economy which
remains upbeat. I urge you to accept these challenges and continue to
innovatively turn them into opportunities for our customers so that we can
jointly share in the rewards.
Yours sincerely
/s/ Joe Neubauer
Joe Neubauer
