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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Aramark Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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LOGO
OF ARAMARK
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SECOND SUPPLEMENT TO PROXY STATEMENT
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The following information supplements and amends the Proxy Statement, dated
January 8, 1998, and the Supplement to the Proxy Statement, dated January 26,
1998 (together, the "Proxy Statement"), of ARAMARK Corporation (the "Company")
furnished in connection with the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held on February 10, 1998, at 12:00 P.M.,
Philadelphia time, at the Company's executive offices at the ARAMARK Tower,
1101 Market Street, Philadelphia, Pennsylvania, and at any adjournments
thereof, for the purposes set forth in the Notice of Annual Meeting
accompanying the Proxy Statement. This Second Supplement should be read in
conjunction with the Proxy Statement, as supplemented.
On January 30, 1998, Metropolitan Life Insurance Company filed an amended
complaint (the "Amended Complaint") against the Company and each of its
directors (the "Directors") in the Court of Chancery of the State of Delaware
in and for New Castle County (Civil Action No. 16142-NC).
The Amended Complaint added one allegation to the Complaint as originally
filed. The Amended Complaint alleges that the Directors failed to disclose the
magnitude of the private company discount used to assess the fairness of the
$347.50 per share price of Class A Common Stock in Share 100. As disclosed in
the Proxy Statement, J.P. Morgan applied a private company discount in
determining the range of values for the Class A Common Stock of $32.31 to
$40.38 per share (on a Class B equivalent basis). The private company discount
used by J.P. Morgan was 32.5%. This 32.5% private company discount was
determined by J.P. Morgan to be appropriate to the valuation of the Class A
Common Stock for purposes of Share 100 without direction from the Company. The
Amended Complaint alleges that use of a private company discount is not
permitted in the context of a cash-out transaction such as Share 100.
As indicated in the earlier Supplement, a hearing on the motion to enjoin
the transactions to be voted on at the Annual Meeting has been scheduled for
February 5, 1998. The Company is opposing vigorously any injunction and plans
to hold the Annual Meeting as scheduled.
Philadelphia, Pennsylvania
January 30, 1998
WE URGE YOU TO SEND IN YOUR PROXY CARDS AND ELECTION FORMS AS SOON AS POSSIBLE
SO THAT THEY WILL BE RECEIVED PRIOR TO THE FEBRUARY 10 MEETING DATE.
