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LOGO
OF ARAMARK
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FIFTH SUPPLEMENT TO PROXY STATEMENT
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The following information supplements and amends the Proxy Statement, dated
January 8, 1998 and the Supplements dated January 26, 1998, January 30, 1998,
February 3, 1998 and February 20, 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 which was
originally scheduled to be held on February 10, 1998 at 12:00 P.M.,
Philadelphia time, at the Company's executive offices (the "Company's
Executive Offices") at the ARAMARK Tower, 1101 Market Street, Philadelphia,
Pennsylvania. On February 10, 1998, the Annual Meeting was convened and
immediately adjourned until March 12, 1998 at 12:00 P.M., Philadelphia time,
at the Company's Executive Offices. On March 12, 1998, the previously
adjourned Annual Meeting was convened for the purpose of electing eleven
directors to the Company's Board of Directors and immediately thereafter was
further adjourned until April 10, 1998 at 12:00 P.M., Philadelphia time, at
the Company's Executive Offices. This Fifth Supplement should be read in
conjunction with the Proxy Statement, as supplemented.
As you know, in the course of soliciting proxies in connection with the
Annual Meeting and the proposed Share 100 transaction, several holders of
Class A Common Stock (the "Plaintiffs") commenced proceedings by filing
various complaints with respect to Share 100 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 (the "Court"). On February 5, 1998, the
Court issued an oral ruling granting Plaintiffs' motions for a preliminary
injunction prohibiting the Company and the Directors from proceeding with
Share 100 (the "Ruling") and entered an order on February 10, 1998
preliminarily enjoining the Company and the Directors from voting on,
implementing or consummating Share 100 except for making supplemental
disclosures. On February 10, 1998, the Court also granted the Company's and
the Directors' application to take an interlocutory appeal of the Ruling and
order granting a preliminary injunction to the Delaware Supreme Court. On
February 12, 1998, the Delaware Supreme Court accepted the interlocutory
appeal and granted the Company's and the Directors' motion for expedited
proceedings. Briefs were filed by the parties to the appeal between February
27, 1998 and March 25, 1998. Oral argument on the appeal was scheduled to be
held thereafter.
After a great deal of consideration, including discussions with one of the
Plaintiffs, the Company decided that it would not go forward with the Share
100 transaction in its present form. Consequently, on March 26, 1998, the
Company moved to dismiss the interlocutory appeal to the Delaware Supreme
Court. The Delaware Supreme Court dismissed the appeal on March 31, 1998.
The Company remains committed to the two primary goals of Share 100. Those
goals are to more closely align employees' investment interests with the
business group for which they work and to increase employee ownership of the
Company. The Company is exploring potential alternative transactions that
would be designed to achieve these goals. There can be no assurance that the
Company will determine to undertake any alternative transaction or what the
terms of such alternative transaction might be.
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Accordingly, on April 10, 1998, the previously adjourned Annual Meeting will
be convened solely for the purpose of concluding the meeting, there being no
further business to attend to. The Company is not soliciting proxies with
respect to the reconvened Annual Meeting on April 10, 1998 as the stockholders
of the Company will not be asked to vote on any matter. If and when the
Company announces an alternative transaction requiring a vote of its
stockholders, a special meeting of stockholders will be called and a form of
proxy will be furnished to all stockholders of the Company in connection with
any such transaction.
Philadelphia, Pennsylvania
April 1, 1998
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