<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ARAMARK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-2319139
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification Number)
ARAMARK Tower, 1101 Market Street, Philadelphia, PA 19107
------------------------------------------------------------
(Address, including zip code of principal executive offices)
ARAMARK CORPORATION
COMBINED STOCK OWNERSHIP PLAN
-----------------------------
(Full title of the Plan)
Martin W. Spector
Executive Vice President, Secretary and
General Counsel
ARAMARK Corporation
ARAMARK Tower, 1101 Market Street
Philadelphia, PA 19107
---------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(215) 238-3581
<TABLE>
<CAPTION>
=========================================================================================================================
CALCULATION OF REGISTRATION FEE
=========================================================================================================================
Proposed maximum Proposed Maximum
Title of Amount to be offering price aggregate offering Amount of
securities to registered per share price registration fee
be registered ------------- ----------------- ------------------- ------------------
- -------------
<S> <C> <C> <C> <C>
Common Stock 10,000,000 $29.95 $299,500,000 $88,352.00
Class B shares
($.01 par value)
=========================================================================================================================
</TABLE>
<PAGE>
Registration of Additional Securities
The Registrant previously filed a registration statement on Form S-8
with respect to shares of its Class B Common Stock relating to its 1991 Stock
Ownership Plan (the "Plan"). The Plan was later combined with the Registrant's
1987 Stock Option Plan and called the Combined Stock Ownership Plan.
This registration statement is being filed with respect to additional
shares of the Registrant's Class B Common Stock relating to its Combined Stock
Ownership Plan.
Pursuant to General Instruction E of Form S-8, the contents of the
Registrant's Registration Statement No. 33-44002 on Form S-8 are incorporated
herein by reference.
This Registration Statement includes the following:
A. Signature page
B. Opinion of Counsel (Exhibit 5)
C. Consent of Independent Public Accountants (Exhibit 23A)
D. Consent of Securities Appraiser (Exhibit 23B)
E. Powers of Attorney (Exhibit 24)
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Philadelphia, Pennsylvania, on May 20, 1998.
ARAMARK CORPORATION
By: /s/ Alan J. Griffith
----------------------------------
Alan J. Griffith
Vice President, Controller and
Chief Accounting Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated on May 20, 1998.
Signature Title
/s/ Joseph Neubauer Chairman and Director
- -----------------------------------
Joseph Neubauer (Principal Executive Officer)
/s/ L. Frederick Sutherland Executive Vice President
- -----------------------------------
L. Frederick Sutherland (Principal Financial Officer)
/s/ Alan J. Griffith Vice President, Controller and Chief
- ----------------------------------- Accounting Officer
Alan J. Griffith (Principal Accounting Officer)
Patricia Barron
Robert J. Callander
Ronald R. Davenport
Lee F. Driscoll, Jr.
Mitchell S. Fromstein
Edward G. Jordan Directors
Thomas H. Kean
James E. Ksansnak
Reynold C. MacDonald
James E. Preston
/s/ Martin W. Spector
- -----------------------------------
Martin W. Spector
Attorney-in-Fact
3
<PAGE>
EXHIBIT 5
May 20, 1998
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Re: Registration Statement on Form S-8, for up to
10,000,000 Shares of Common Stock, Class B
Par Value $.01 Per Share, of ARAMARK Corporation
------------------------------------------------
Dear Sir or Madam:
I am Assistant Secretary and Associate General Counsel of ARAMARK
Corporation, a Delaware corporation (the "Company").
I am delivering this opinion to you in connection with the
Registration Statement on Form S-8 (the "Registration Statement") proposed to
be filed with the Securities and Exchange Commission, for the registration,
under the Securities Act of 1933, of up to 10,000,000 shares (the "Shares") of
the Company's Common Stock, Class B, par value $.01 per share ("Common
Stock"), deliverable upon exercise of opportunities to purchase Shares
pursuant to the Company's Combined Stock Ownership Plan (the "Plan").
In my opinion, the Shares will, when delivered upon exercise of
opportunities to purchase Shares in accordance with the terms of the Plan, be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, I do not thereby admit that I
am acting within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules or
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donald S. Morton
-------------------------
Donald S. Morton
Assistant Secretary and
Associate General Counsel
<PAGE>
- ------------------------------------------------------------------------------
EXHIBIT 23A
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------------------------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
November 10, 1997, included in the Annual Report of ARAMARK Corporation on
Form 10-K for the fiscal year ended October 3, 1997 and to all references to our
Firm included in or made part of this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pennsylvania
May 19, 1998
<PAGE>
- ------------------------------------------------------------------------------
EXHIBIT 23B
HOULIHAN LOKEY HOWARD & ZUKIN
FINANCIAL ADVISORS
- ------------------------------------------------------------------------------
As independent valuation consultants, we hereby consent to the use of
our fair market value opinion, dated March 1, 1998 and to all references to it
and Houlihan Lokey Howard & Zukin Financial Advisors, Inc. included in or made
a part of the Registration Statement on Form S-8 to be filed with the SEC
relating to the registration of additional securities under the ARAMARK
Corporation Combined Stock Ownership Plan.
May 20, 1998
/s/ Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc.
- ------------------------------------------------------------
Houlihan, Lokey, Howard & Zukin Financial Advisors, Inc.
<PAGE>
ROBERT J. CALLANDER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Robert J. Callander
-----------------------
Robert J. Callander
<PAGE>
PATRICIA BARRON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as her Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for her and in her name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Patricia Barron
--------------------
Patricia Barron
<PAGE>
EDWARD G. JORDAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Edward G. Jordan
---------------------
Edward G. Jordan
<PAGE>
JAMES E. PRESTON
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ James E. Preston
---------------------
James E. Preston
<PAGE>
JOSEPH NEUBAUER
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Joseph Neubauer
--------------------
Joseph Neubauer
<PAGE>
LEE F. DRISCOLL, JR.
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Lee F. Driscoll, Jr.
------------------------
Lee F. Driscoll, Jr.
<PAGE>
MITCHELL S. FROMSTEIN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Mitchell S. Fromstein
--------------------------
Mitchell S. Fromstein
<PAGE>
REYNOLD C. MACDONALD
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Reynold C. MacDonald
------------------------
Reynold C. MacDonald
<PAGE>
RONALD R. DAVENPORT
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Ronald R. Davenport
-----------------------
Ronald R. Davenport
<PAGE>
THOMAS H. KEAN
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Plan which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ Thomas H. Kean
------------------
Thomas H. Kean
<PAGE>
JAMES E. KSANSNAK
POWER OF ATTORNEY
The undersigned director of ARAMARK Corporation, a Delaware corporation (the
"Company"), hereby appoints Joseph Neubauer, L. Frederick Sutherland, Martin
W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to
each of them acting alone without the others, for him and in his name as such
director, full power to:
(a) sign the Registration Statement on Form S-8 and any
amendments thereto relating to the registration of
shares under the Company's Combined Stock Ownership
Program which the Company proposes to file with the
Securities and Exchange Commission pursuant to the
Securities Act of 1933; and
(b) perform every other action which any such
Attorney-in-Fact may deem necessary or proper in
connection with the registration statement or
amendments
(all as approved by the Company's principal executive, financial and
accounting officers whose signatures to such report or amendments thereto
shall be conclusive evidence of such approval).
Dated: May 11, 1998 /s/ James E. Ksansnak
---------------------
James E. Ksansnak
