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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))
[X] Definitive Proxy Statement
[_] 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)
(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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A
[LOGO OF ARAMARK APPEARS HERE]
ELECTION FORM/LETTER OF TRANSMITTAL
ARAMARK CORPORATION
SHARE 100
TO: PERSONS WHO OWN SHARES OF ARAMARK CLASS A COMMON STOCK
CASH--IF YOU WISH TO RECEIVE CASH, YOU SHOULD COMPLETE ONLY THE SIGNATURE
BLOCK section and submit this Election Form/Letter of Transmittal with your
stock certificates.
NOTES--IF YOU WISH TO RECEIVE NOTES (AND ARE ELIGIBLE TO RECEIVE SUCH
CONSIDERATION), YOU MUST COMPLETE THE NOTES CONSIDERATION ELECTION FORM AND
THE SIGNATURE BLOCK section on the following pages. Then submit the completed
Election Form/Letter of Transmittal, along with your stock certificates, in
the enclosed return envelope. Your Election Form must be received by us no
later than 10:00 a.m., Philadelphia time, on February 10, 1998, the day of the
stockholders' meeting.
USE THE ENCLOSED GREEN RETURN ENVELOPE, OR MAIL YOUR MATERIALS TO:
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Attention: Exchange Agent--29th floor
<PAGE>
NOTES CONSIDERATION ELECTION FORM
DIRECTIONS FOR THOSE WISHING TO RECEIVE NOTES: Complete the information
required below and the Signature Block section. If shares are registered
jointly, both persons must sign. Please attach an additional sheet, if
necessary.
SHARE CERTIFICATE NUMBER TOTAL NUMBER OF SHARES
REPRESENTED BY CERTIFICATE(1)
TOTAL NUMBER OF SHARES FOR
WHICH YOU WISH TO
RECEIVE
NOTES CONSIDERATION(2)
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Total Shares:
(1) If you wish to make the same election for all shares represented by a
Certificate, make a check mark (X) in the third column. If you wish to
make an election as to fewer than all shares evidenced by a Certificate,
indicate the number of shares in the third column.
(2) In order to make the above election, a holder (or holders) must
demonstrate compliance with one of the Suitability Requirements set forth
below by checking the box next to the description of the requirement met
by such holder, and thereby affirmatively representing to ARAMARK
Corporation, upon which representation ARAMARK Corporation will rely, that
such holder(s) meets such requirement. Accordingly, you represent that you
are:
[_] (i) a bank, savings and loan association, trust company, insurance
company, investment company registered under the Investment Company Act of
1940, pension or profit-sharing trust (other than a pension or profit-
sharing trust of the Company, a self-employed individual retirement plan or
individual retirement account), an organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "CODE"),
which has total assets of not less than $5,000,000 according to its most
recent audited financial statements, a corporation having a net worth on a
consolidated basis, according to its most recent audited financial
statements, of not less than $14,000,000 or any wholly owned subsidiary
thereof;
[_] (ii) a director or executive officer of the Company;
[_] (iii) a person who makes a valid Election to receive Notes
Consideration in Share 100 with an aggregate value of $150,000 or more
provided such person is able to bear the economic risk of the investment,
the investment does not exceed 10% of such person's net worth (or joint net
worth with a
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spouse), or such person (or with such person's professional advisor who is
unaffiliated with and not compensated by the Company or any affiliate
thereof) has the capacity to protect its own interests in connection with
the transaction;
[_] (iv) an individual who elects to receive Notes Consideration in Share
100 whose net worth (or joint net worth with a spouse) exceeds $1,000,000,
provided such person is able to bear the economic risk of the investment,
the investment does not exceed 10% of such person's net worth (or joint net
worth with a spouse), or such person (or with such person's professional
advisor who is unaffiliated with and not compensated by the Company or any
affiliate thereof) has the capacity to protect its own interests in
connection with the transaction;
[_] (v) an individual who elects to receive Notes Consideration in Share
100 whose income (or whose joint income with a spouse) exceeded $200,000 in
each of the two most recent years and who reasonably expects an income in
excess of $200,000 in the current year, provided such person is able to
bear the economic risk of the investment, the investment does not exceed
10% of such person's net worth (or joint net worth with a spouse), or such
person (or with such person's professional advisor who is unaffiliated with
and not compensated by the Company or any affiliate thereof) has the
capacity to protect its own interests in connection with the transaction;
[_] (vi) a person who has preexisting personal or business contacts with
the Company or any officer, director or controlling person thereof of a
nature and duration such as would enable a reasonably prudent person to be
aware of the character, business acumen and general business and financial
circumstances of the person with whom the relationship exists;*
[_] (vii) a person who, by reason of its business or financial experience
or the business or financial experience of its professional advisor (who is
unaffiliated with and is not compensated by the Company or any affiliate of
the Company), could be reasonably assumed to have the capacity to protect
its own interests in the transaction;*
[_] (viii) any relative, spouse or relative of the spouse of an
individual who meets any one of the requirements of clauses (ii)-(vii)
above and who makes a valid Election to receive Notes Consideration in
Share 100 (an "INDIVIDUAL") who has the same principal residence as such
Individual (a "RELATED PERSON"), any trust or estate in which an Individual
and any Related Person collectively own more than 50% of the beneficial
interest, any corporation or other organization of which an Individual and
any Related Person collectively are beneficial owners of more than 50%
(excluding directors' qualifying shares) of the equity securities
("relative" means a person related by blood, marriage or adoption);
[_] (ix) any entity in which all the equity owners are persons specified
in (i), (ii), (iv) or (v) above;
NOTE: ARAMARK Corporation may request such additional documentation or
evidence with respect to any such representation as it deems
appropriate. The good faith determination by ARAMARK Corporation that a
holder does not meet the Suitability Requirements shall be conclusive as
to such holder. Holders who fail to demonstrate to ARAMARK Corporation's
satisfaction that they meet the Suitability Requirements are entitled to
receive in the recapitalization all cash (only) in redemption of their
shares.
* The Suitability Requirement options listed in (vi) and (vii) above are
available to only 35 holders. In the event that more than 35 persons rely on
either of these options, ARAMARK Corporation will determine which 35 persons
shall be allowed so to rely.
(PLEASE COMPLETE THE SIGNATURE BLOCK SECTION)
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SIGNATURE BLOCK
To The Exchange Agent:
Capitalized terms used herein without definition have the meanings given to
them in the Proxy Statement dated January 8, 1998 (the "PROXY STATEMENT"),
receipt of which is acknowledged by the undersigned.
Election. The undersigned hereby makes the election, if any, in the foregoing
Notes Consideration Election Form section subject to the terms, conditions and
limitations set forth in (i) the Proxy Statement and (ii) the accompanying
instructions.
Surrender of Certificates. The undersigned hereby surrenders the shares
evidenced by the Certificates enclosed herewith and confirmation statements, if
any, for the Cash Consideration and/or Notes Consideration receivable by the
undersigned in Share 100, subject to the terms, conditions and limitations set
forth in (i) the Proxy Statement and (ii) the accompanying instructions.
Can't find your certificates? Check (X) here and we'll send you
further instructions. This will delay processing of your cash payment.
Representations as to Title and Authority. The undersigned hereby represents
and warrants that the undersigned has good title to the shares evidenced by the
Certificates and confirmation statements, if any, being delivered and
surrendered to the Exchange Agent, free and clear of all liens, restrictions,
charges and encumbrances, and that such shares are not subject to any adverse
claim. The undersigned also represents and warrants that the undersigned has
full power and authority to make the elections, if any, made herein and to
surrender the shares, if any, surrendered herewith. In addition, the
undersigned represents that the undersigned fulfills those Suitability
Requirements checked in the Notes Consideration Election Form, if such election
was made, and is acquiring Notes Consideration for investment purposes only and
not with a view to resale or public distribution thereof. The undersigned will,
upon request, execute and deliver any additional documents reasonably deemed
appropriate or necessary by the Exchange Agent in connection with such
elections and/or surrender of the shares. All authority conferred or agreed to
be conferred in this Election Form/Letter of Transmittal shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
SIGNATURE BLOCK
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(Print name(s) of Holder(s)) (Signature(s) of Holder(s))
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(Print name(s) of Holder(s)) (Signature(s) of Holder(s))
Dated: _________________ , 1998
(Must be signed by the holder exactly as name appears on the
Certificate(s). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please provide the
following information.)
Name: _____________________________ Capacity (Full Title): ____________
(Please Type or Print)
Address: __________________________ Area Codes and Telephone Numbers: _
(Home)
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(Include Zip Code)
(Business)
Taxpayer Identification or Social Security No.: _____________________________
4
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE ELECTION FORM/LETTER OF
TRANSMITTAL
1. Certain Definitions. Capitalized terms used herein without definition
have the meanings given to them in the Proxy Statement.
2. Who should use this Form.
AS AN ELECTION FORM
. Holders of Common Stock, Class A, $.01 par value per share, of the
Company ("CLASS A COMMON STOCK") who wish to elect the Notes
Consideration.
AS A LETTER OF TRANSMITTAL
. Holders of Class A Common Stock who wish to receive the Cash
Consideration.
. Holders of Class A Common Stock who wish to receive the Notes
Consideration.
In connection with making an Election, a holder should carefully consider
the election and the enclosed materials, including, without limitation, the
information contained in the Proxy Statement under "Share 100 --Certain U.S.
Federal Income Tax Considerations." You are encouraged to consult your own tax
advisor before making an Election.
3. Election Option. You may elect (an "ELECTION") to receive for each share
of Class A Common Stock, in lieu of $347.50 in cash (the "CASH
CONSIDERATION"), $347.50 principal amount (the "NOTES CONSIDERATION") of 7.25%
Guaranteed Convertible Installment Promissory Notes due 2007, subject to
certain Suitability Requirements (see Instruction 4).
4. Suitability Requirements. In order to ensure compliance with federal and
certain state securities laws which may be applicable to Share 100, the
opportunity for any holder of Class A Common Stock to make an Election to
accept the offer of the Company to receive the Notes Consideration in Share
100 is being offered only to any holder of Class A Common Stock who
demonstrates to the Company's satisfaction, by an affirmative representation
in note 2 on the Notes Consideration Election Form herein, that such holder
fulfills one of the Suitability Requirements.
5. Certain Contingent Payments. Any holder of Class A Common Stock who
receives the Cash Consideration or the Notes Consideration will also be
entitled to a contingent cash payment (a "CONTINGENT PAYMENT") if, within two
years (or two years and three months in the case of clause (d) below) from the
effective time of Share 100, one of the following events shall occur: (a) the
Company consummates a stock sale, merger, consolidation or business
combination in which the holders of Class A Composite Stock and Class B
Composite Stock receive consideration for their shares and in which the
holders of the Company's common stock before the transaction do not hold at
least a majority of the common stock after the transaction ("FUTURE MERGER");
(b) the Company consummates a sale of all or substantially all of its assets
in which the holders of Class A Composite Stock and Class B Composite Stock
receive consideration for their shares ("SALE"); provided that the educational
resources business, food and support services business or uniform and career
apparel business (each, a "BUSINESS GROUP") shall not be deemed to be
substantially all of its assets; (c) the Company consummates an underwritten
public offering of more than 15% of its Class A Composite Stock and Class B
Composite Stock ("PUBLIC OFFERING"); (d) the Company repurchases 1/3rd or more
of its outstanding Class A Composite Stock and Class B Composite Stock within
any three-month period for consideration other than its common stock, provided
that such three-month period shall have commenced within the two years after
the effective time of Share 100 ("EXTRAORDINARY REDEMPTION"); and (e) the
Company pays an extraordinary dividend to holders of its Class A Composite
Stock and Class B Composite Stock in excess of $34.75 per share
("EXTRAORDINARY DIVIDEND"). The right to receive a Contingent Payment, if any,
may be evidenced by a
5
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certificate issued by the Company and delivered simultaneously with the Cash
Consideration or Notes Consideration. A "Future Merger" shall not include a
stock sale, merger, consolidation or business combination involving any
Business Group. A "Public Offering" shall not include any public offering,
secondary offering or other distribution of any Business Group Stock. All
computations are to be done on a Class B Composite Stock equivalent basis.
Upon consummation of a Future Merger or Sale, each such former holder of
Class A Common Stock will be entitled to receive for each share of Class A
Common Stock for which Cash Consideration or Notes Consideration was received
in Share 100, the amount, if any, by which the fair market value of the per
share consideration received by the holders of Class B Composite Stock exceeds
the sum of $34.75 per share plus an amount equal to simple interest at 5%
annually computed on $34.75 per share from the effective date of Share 100 to
the relevant date. Upon consummation of a Public Offering, each such former
holder of Class A Common Stock will be entitled to receive for each share of
Class A Common Stock for which Cash Consideration or Notes Consideration was
received in Share 100, the amount, if any, by which the average of the closing
prices of the Class B Composite Stock issued in the Public Offering during the
period commencing 91 days, and ending 120 days, after the consummation of the
Public Offering exceeds the sum of $34.75 per share plus an amount equal to
simple interest at 5% annually computed on $34.75 per share from the effective
date of Share 100 to the relevant date. Upon the occurrence of an
Extraordinary Redemption, each such former holder of Class A Common Stock will
be entitled to receive for each share of Class A Common Stock for which Cash
Consideration or Notes Consideration was received in Share 100, the amount, if
any, equal to the product of (a) the average purchase price of Class B
Composite Stock repurchased by the Company in the Extraordinary Redemption,
less the sum of $34.75 per share plus an amount equal to simple interest at 5%
annually computed on $34.75 per share from the effective date of Share 100 to
the relevant date and (b) a factor equal to (i) the number of shares of Class
B Composite Stock repurchased by the Company in the Extraordinary Redemption
(the "REPURCHASED SHARES") divided by (ii) the sum of (x) the larger of the
number of Repurchased Shares or the number of shares of Class B Composite
Stock tendered to the Company in connection with the Extraordinary Redemption
plus (y) the number of shares of Class A Common Stock that were redeemed by
the Company in Share 100 for Cash Consideration or Notes Consideration. Upon
the occurrence of an Extraordinary Dividend, each such former holder of Class
A Common Stock will be entitled to receive for each share of Class A Common
Stock for which Cash Consideration or Notes Consideration was received in
Share 100, the amount, if any, equal to the total amount per share distributed
by the Company in the Extraordinary Dividend, less the sum of $34.75 per share
plus an amount equal to simple interest at 5% annually computed on $34.75 per
share from the effective date of Share 100 to the relevant date.
6. Election Deadline. To make an effective Election, a duly completed and
signed Election Form/Letter of Transmittal, together with the other documents
required hereby, must be received by the Exchange Agent no later than 10:00
A.M., Philadelphia time, on February 10, 1998, the day of the annual meeting
(the "ANNUAL MEETING") or, if the Annual Meeting is postponed or adjourned
without approval and adoption of Share 100, no later than 10:00 A.M.,
Philadelphia time, on the day on which Share 100 is approved and adopted by
the Company's stockholders (the later of such times being referred to herein
as the "ELECTION DEADLINE").
Even if you plan to vote against Share 100, you should nonetheless make a
proper and timely election to ensure that you will receive the desired
consideration in the event Share 100 is ultimately approved and becomes
effective.
A duly completed and signed Election Form/Letter of Transmittal need not be
accompanied by certificates representing Class A Common Stock ("CERTIFICATES")
to be an effective Election.
7. Surrender of Certificates. It is recommended that if you are to receive
Cash Consideration or Notes Consideration in Share 100 in respect of your
shares, you surrender your Certificates accompanied by a duly completed and
signed Election Form/Letter of Transmittal prior to the Effective Time of
Share 100. The Company will not pay any cash or Installment Notes until the
Certificates with respect to which payment is to be made have been properly
surrendered to the Exchange Agent. To effectively surrender your Certificates,
they must be accompanied by a duly completed and signed Election Form/Letter
of Transmittal, even if you have previously submitted an Election Form/Letter
of Transmittal.
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8. Delivery of Election Form/Letter of Transmittal and Certificates. An
Election Form/Letter of Transmittal, the Certificates, if applicable, and any
other required documents must be properly received by the Exchange Agent at
the address set forth below, in form satisfactory to the Exchange Agent, in
order for the delivery and surrender to be effective and the risk of loss of
the Certificates to pass to the Exchange Agent. The method of delivery (either
by hand, mail or overnight delivery) of Certificates and other documents is at
the election and risk of the holder. In all cases, sufficient time should be
allowed to ensure timely delivery. A mailing envelope addressed to the
Exchange Agent is enclosed for your convenience.
EXCHANGE AGENT:
By mail or hand:
ARAMARK Corporation
The ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Attention: Exchange Agent--29th floor
9. Inadequate Space. If the space provided herein in the Election Form is
inadequate, the information should be listed on a separate signed schedule and
attached to this Election Form/Letter of Transmittal.
10. Signatures on Election Form/Letter of Transmittal. The signature(s) of
the stockholder(s) submitting this Election Form/Letter of Transmittal must
correspond with the name(s) as written on the face of the Certificates or on
the Certificate Report evidencing the shares held by such stockholder(s)
without alteration, enlargement or any other change whatsoever.
If any shares are owned by two or more persons (as written on the face of
the Certificates evidencing such shares), all such persons must sign this
Election Form/Letter of Transmittal.
If any of the shares are registered in different forms of the name of any
person signing this Election Form/Letter of Transmittal (e.g., "John Smith" on
one Certificate and "J. Smith" on another), it will be necessary for such
person to sign this Election Form/Letter of Transmittal in each way in which
the Certificates are registered.
If this Election Form/Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and proper evidence satisfactory to the
Exchange Agent of such person's authority so to act must be submitted.
11. Revocation and Modification. An Election may be revoked no later than
the Election Deadline by the person who submitted the Election Form/Letter of
Transmittal to the Exchange Agent by written notice duly executed specifying
the person in whose name the election was made, and if applicable, the name of
the holder thereof.
At any time prior to the Election Deadline, a holder of shares who has made
an effective Election may change such Election by notifying the Exchange Agent
of such change and submitting to the Exchange Agent a revised Election
Form/Letter of Transmittal properly completed and signed.
If a joint Election Form/Letter of Transmittal is submitted by two or more
holders of shares, all such holders must jointly revoke or change their
Election.
12. Automatic Revocation of Elections. In the event the Reclassification is
not consummated for any reason, all Election Forms/Letters of Transmittal will
be void and of no effect, and Certificates, if any, tendered for redemption in
Share 100 will be promptly returned to the persons who submitted them.
13. Payment of Cash or Notes Consideration. As promptly as practicable after
the Effective Time, the Exchange Agent will mail to each holder of shares as
to which Certificates have been surrendered together with a properly completed
and signed Election Form/Letter of Transmittal a check in the amount of the
Cash Consideration or the Notes Consideration for the shares previously
represented by the Certificate(s) so surrendered.
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A holder of Class A Common Stock who makes an effective Election to receive
consideration consisting in whole or in part of Installment Notes will not be
entitled to receive Installment Notes in stated face amounts of less than
$10,000, or in stated face amounts in excess of $10,000 (or an integral
multiple of $10,000) but less than the next highest integral multiple of
$10,000 ("FRACTIONAL AMOUNTS"). Instead, such holder will be entitled to
receive promptly from the Exchange Agent a cash payment in lieu of any such
Fractional Amounts equal to such Fractional Amount. Interest will be paid on
the Installment Notes only to the extent the Installment Notes by their terms
involve the accrual or payment of interest.
14. Lost, Destroyed or Stolen Certificates. If the Certificates have been
lost, destroyed or stolen, such should be indicated in the Signature Block
section of this Election Form/Letter of Transmittal. In such event, the
Exchange Agent will forward additional documentation necessary to be completed
in order to surrender effectively such lost, destroyed or stolen Certificates.
Cash Consideration and Notes Consideration cannot be paid until the procedures
for replacing lost, destroyed or stolen Certificates have been followed. No
interest will be paid on the Cash Consideration and on the Notes Consideration
(except pursuant to the terms thereof).
15. Notice of Defects; Resolution of Disputes. Neither the Company nor the
Exchange Agent will be under any obligation to notify you or anyone else that
the Exchange Agent has not received a properly completed Election Form/Letter
of Transmittal or that any Election Form/Letter of Transmittal submitted is
defective in any way. Any and all disputes with respect to an Election
Form/Letter of Transmittal (including but not limited to matters relating to
time limits, defects or irregularities in the surrender of any Certificates),
will be resolved by the Company (or Exchange Agent in the event discretion is
delegated) and its decision will be conclusive and binding on all concerned.
The Exchange Agent shall have the absolute right in its sole discretion to
reject any surrender of Certificates which it deems to be not in proper form
or to waive any immaterial irregularities in the surrender of any Certificate.
The Company may seek such clarification from any stockholder with respect to
any Election intended to be made by such stockholder. Elections and/or
surrenders of Certificates will not be deemed to have been made until all
defects or irregularities that have not been waived have been cured. The terms
and conditions of Share 100 as discussed and set forth in the Proxy Statement
are deemed to be incorporated herein by reference and to form part of the
terms and conditions of any Election instruction given on this Election
Form/Letter of Transmittal.
16. Inquiries; Assistance. All questions regarding appropriate procedures
for making elections and surrendering Certificate(s) or any questions
regarding this Election Form/Letter of Transmittal should be directed to the
Exchange Agent, by telephone at (215) 238-3246. Requests for additional copies
of the Proxy Statement and this Election Form/Letter of Transmittal may be
obtained from the Exchange Agent.
Dated: January 8, 1998
(DO NOT WRITE IN THIS SPACE)
Date Received _______ Checked by __________ Date Checked ________
Approved by _________ Date Approved _______
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No. of Shares Received
Cert. No. Note No.
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Note Amt. Check No. Check Amt.
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B
[LOGO OF ARAMARK APPEARS HERE]
ELECTION FORM/LETTER OF TRANSMITTAL
ARAMARK CORPORATION
SHARE 100
TO: PERSONS WHO OWN SHARES OF ARAMARK CLASS B COMMON STOCK AND/OR
PERSONS WHO HOLD GRANTS TO PURCHASE SUCH STOCK:
If the Share 100 proposal is approved by the ARAMARK stockholders, you will
have the opportunity to exchange your existing shares/grants for those of the
new class(es) of ARAMARK stock created by Share 100.
. NEW STOCK FOR EXISTING STOCK/GRANTS--IF YOU WISH TO EXCHANGE YOUR
SHARES/GRANTS, YOU DO NOT NEED TO SUBMIT THIS ELECTION FORM/LETTER OF
TRANSMITTAL. However, you must mark the appropriate box on your proxy card
and return it to the Company prior to the stockholder's meeting. Specific
instructions on exchanging certificates will be mailed to you upon
stockholder approval of Share 100. No other action is required from you at
this time.
. CASH FOR EXISTING GRANTS--If you wish to receive cash for any grants you
hold to buy stock, you must complete the Election Form AND the Signature
Block sections. Then submit the completed Election Form/Letter of
Transmittal, and if applicable, your stock certificates, in the enclosed
return envelope. Your Election Form must be received by us no later than
10:00 a.m., Philadelphia time, on February 10, 1998, the day of the
stockholder's meeting.
. CASH FOR EXISTING STOCK--If you wish to receive cash for stock you already
own you should complete ONLY the Signature Block section and submit this
Election Form/Letter of Transmittal with your stock certificates.
. MAGAZINE AND BOOK EMPLOYEES--ALL Magazine & Book employees (including
permitted transferees) should complete ONLY the Signature Block section and
submit this Election Form/Letter of Transmittal with their stock
certificates.
USE THE ENCLOSED BLUE RETURN ENVELOPE, OR MAIL YOUR MATERIALS TO:
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Attention: Exchange Agent--29th floor
HOLDERS OF CLASS B COMMON STOCK WHO DESIRE TO RECEIVE GROUP STOCK
CONSIDERATION IN SHARE 100 SHOULD NOT COMPLETE OR RETURN THIS ELECTION
FORM/LETTER OF TRANSMITTAL BUT SHOULD MARK THE APPROPRIATE BOX ON YOUR PROXY
CARD.
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CASH FOR GRANTS ELECTION FORM
DIRECTIONS FOR THOSE WISHING TO RECEIVE CASH FOR GRANTS YOU HOLD: Complete by
checking (X) the statement that applies, and complete the Signature Block
section.
IF YOU CURRENTLY OWN STOCK:
YOU MAY ELECT CASH FOR EXISTING GRANTS ONLY IF YOU DID NOT
EFFECTIVELY ELECT ON THE PROXY CARD TO EXCHANGE YOUR SHARES FOR
GROUP STOCK.
I wish to receive CASH in the amount of U.S. $29.55 per
share, less my grant price, for ALL UNEXERCISED SHARES OF ARAMARK
STOCK FOR WHICH I HOLD GRANTS as of February 10, 1998. I
understand that this amount will be paid to me at future date(s)
if and when the installments under these grants would otherwise
have become exercisable by me under the terms of the stock
ownership program.
IF YOU DO NOT CURRENTLY OWN STOCK, BUT YOU HOLD GRANTS:
I wish to receive CASH in the amount of U.S. $29.55 per
share, less my grant price, for ALL UNEXERCISED SHARES OF ARAMARK
STOCK FOR WHICH I HOLD GRANTS as of February 10, 1998. I
understand that this amount will be paid to me at future date(s)
if and when the installments under these grants would otherwise
have become exercisable by me under the terms of the stock
ownership program.
(PLEASE COMPLETE THE SIGNATURE BLOCK SECTION)
If you do not make an election, your grants to purchase Class B Common Stock
will, in most circumstances, be converted into grants to purchase Group Stock,
as described in the Proxy Statement.
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<PAGE>
SIGNATURE BLOCK
To The Exchange Agent:
Capitalized terms used herein without definition have the meanings given to
them in the Proxy Statement dated January 8, 1998 (the "PROXY STATEMENT"),
receipt of which is acknowledged by the undersigned.
Elections. The undersigned hereby makes the elections, if any, in the
foregoing Election Form section subject to the terms, conditions and
limitations set forth in (i) the Proxy Statement and (ii) the accompanying
instructions.
Surrender of Shares. The undersigned hereby surrenders the shares evidenced
by the Certificates enclosed herewith and the uncertificated shares, if any,
held by the undersigned for the Class B Cash Consideration receivable by the
undersigned in Share 100, subject to the terms, conditions and limitations set
forth in (i) the Proxy Statement and (ii) the accompanying instructions.
Can't find your stock certificates? Check (X) here, and we'll send
you further instructions. This will delay processing of your cash payment.
Representations as to Title and Authority. The undersigned hereby represents
and warrants that the undersigned has good title to the shares evidenced by the
Certificates and confirmation statements, if any, being delivered and
surrendered to the Exchange Agent, free and clear of all liens, restrictions,
charges and encumbrances, and that such shares are not subject to any adverse
claim. The undersigned also represents and warrants that the undersigned has
full power and authority to make the elections, if any, made herein and to
surrender the shares, if any, surrendered herewith. The undersigned will, upon
request, execute and deliver any additional documents reasonably deemed
appropriate or necessary by the Exchange Agent in connection with such
elections and/or surrender of the shares. All authority conferred or agreed to
be conferred in this Election Form/Letter of Transmittal shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
SIGNATURE BLOCK
------------------------------- -----------------------------------------
(Print name(s) of Holder(s)) (Signature(s) of Holder(s))
------------------------------- -----------------------------------------
(Print name(s) of Holder(s)) (Signature(s) of Holder(s))
------------------------------- -----------------------------------------
(Must be signed by the holder exactly as name appears on the Certificate(s).
Phone #(s) W: __________________ Number of Shares being submitted:
H: __________________ (if any):
-------------------------------------
Social Security Number: __________________________ Dated: _____________, 1998
3
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE ELECTION FORM/LETTER OF
TRANSMITTAL
1. Certain Definitions. Capitalized terms used herein without definition
have the meanings given to them in the Proxy Statement.
2. Who should use this Form.
AS AN ELECTION FORM
. Continuing holders of Class B Common Stock who will be receiving the Class
B Cash Consideration and who wish to elect to receive $29.55 in cash (less
the exercise price) at the time their option becomes exercisable in lieu
of being able to exercise the option for stock
. Employees who do not own any shares (and who do not have permitted
transferees who own any shares) and who wish to elect to receive $29.55 in
cash (less the exercise price) at the time their option becomes
exercisable in lieu of being able to exercise the option for stock
AS A LETTER OF TRANSMITTAL
. Continuing holders of Class B Common Stock who wish to receive the Class B
Cash Consideration
. Magazine and Book Employees (including their permitted transferees)
3. Election Deadline. To make an effective Election, a duly completed and
signed Election Form/Letter of Transmittal, must be received by the Exchange
Agent no later than 10:00 A.M., Philadelphia time, on February 10, 1998, the
day of the Annual Meeting or, if the Annual Meeting is postponed or adjourned
without approval and adoption of Share 100, no later than 10:00 A.M.,
Philadelphia time, on the day on which Share 100 is approved and adopted by
the Company's stockholders (the later of such times being referred to herein
as the "ELECTION DEADLINE").
Even if you plan to vote against Share 100, you should nonetheless make a
proper and timely Election to ensure that you will receive the desired
consideration in the event Share 100 is ultimately approved and becomes
effective.
A duly completed and signed Election Form/Letter of Transmittal need not be
accompanied by certificates representing Class B Common Stock ("CERTIFICATES")
to be an effective Election.
4. Surrender of Certificates. It is recommended that if you are to receive
cash in Share 100 in respect of your shares, you surrender your Certificates
accompanied by a duly completed and signed Election Form/Letter of Transmittal
prior to the Effective Time of Share 100. The Company will not pay any cash
until the Certificates with respect to which payment is to be made have been
properly surrendered to the Exchange Agent. To effectively surrender your
Certificates, they must be accompanied by a duly completed and signed Election
Form/Letter of Transmittal, even if you have previously submitted an Election
Form/Letter of Transmittal.
5. Delivery of Election Form/Letter of Transmittal and Certificates. An
Election Form/Letter of Transmittal, the Certificates and any other required
documents must be properly received by the Exchange Agent at the address set
forth below, in form satisfactory to the Exchange Agent, in order for the
delivery and surrender to be effective and the risk of loss of the
Certificates to pass to the Exchange Agent. The method of delivery (either by
hand, mail or overnight delivery) of Certificates and other documents is at
the election and risk of the holder. In all cases, sufficient time should be
allowed to ensure timely delivery. A mailing envelope addressed to the
Exchange Agent is enclosed for your convenience.
4
<PAGE>
EXCHANGE AGENT:
By mail or hand:
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Attention: Exchange Agent--29th floor
6. Signatures on Election Form/Letter of Transmittal. The signature(s) of the
stockholder(s) or grantholder(s) submitting this Election Form/Letter of
Transmittal must correspond with the name(s) as written on the face of the
Certificates or on the Certificate Report evidencing the shares held by such
stockholder(s), or on the grant held by such grantholder(s), without
alteration, enlargement or any other change whatsoever.
If any shares are owned by two or more persons (as written on the face of the
Certificates evidencing such shares), all such persons must sign this Election
Form/Letter of Transmittal.
If any of the shares are registered in different forms of the name of any
person signing this Election Form/Letter of Transmittal (e.g., "John Smith" on
one Certificate and "J. Smith" on another), it will be necessary for such
person to sign this Election Form/Letter of Transmittal in each way in which
the shares are registered.
If this Election Form/Letter of Transmittal is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and proper evidence satisfactory to the Exchange Agent
of such person's authority so to act must be submitted.
7. Revocation and Modification. An election may be revoked no later than the
Election Deadline by the person who submitted the Election Form/Letter of
Transmittal to the Exchange Agent by written notice duly executed specifying
the person in whose name the election was made.
At any time prior to the Election Deadline, a person who has made an
effective Election may change such Election by notifying the Exchange Agent of
such change and submitting to the Exchange Agent a revised Election Form/Letter
of Transmittal properly completed and signed.
If a joint Election Form/Letter of Transmittal is submitted by two or more
Continuing Holders of shares, all such holders must jointly act in order to
revoke or change their election.
8. Automatic Revocation of Elections. In the event Share 100 is not
consummated for any reason, all Forms of Election/Letters of Transmittal will
be void and of no effect, and Certificates tendered for conversion in Share 100
will be promptly returned to the persons who submitted them.
9. Payment of Cash Consideration. As promptly as practicable after the
Effective Time of Share 100, the Exchange Agent will mail to each holder of
shares as to which Certificates have been surrendered, or to each holder of
grants, who has delivered a properly completed and signed Election Form/Letter
of Transmittal a check in the amount of (i) the Class B Cash Consideration for
the shares previously represented by the Certificate(s) so surrendered and (ii)
the cash to be received in exchange for exercisable performance options.
10. Lost, Destroyed or Stolen Certificates. If the Certificates have been
lost, destroyed or stolen, such should be indicated on the front of this
Election Form/Letter of Transmittal. In such event, the Exchange Agent will
forward additional documentation necessary to be completed in order to
surrender effectively such lost, destroyed or stolen Certificates. This
Election Form/Letter of Transmittal and related documents cannot be processed
until the procedures for replacing lost, destroyed or stolen Certificates have
been followed. No interest will be paid on the Class B Cash Consideration.
5
<PAGE>
11. Notice of Defects; Resolution of Disputes. Neither the Company nor the
Exchange Agent will be under any obligation to notify you or anyone else that
the Exchange Agent has not received a properly completed Election Form/Letter
of Transmittal or that any Election Form/Letter of Transmittal submitted is
defective in any way. Any and all disputes with respect to an Election
Form/Letter of Transmittal (including but not limited to matters relating to
time limits, defects or irregularities in the surrender of any Certificates),
will be resolved by the Company (or Exchange Agent in the event discretion is
delegated) and its decision will be conclusive and binding on all concerned.
The Exchange Agent shall have the absolute right in its sole discretion to
reject any election and/or any surrender of Certificates which it deems to be
not in proper form or to waive any immaterial irregularities in the election
and/or in the surrender of any Certificate. The Company may seek clarification
from any stockholder with respect to any election intended to be made by such
stockholder. Elections and/or surrenders of Certificates will not be deemed to
have been made until all defects or irregularities that have not been waived
have been cured. The terms and conditions of Share 100 as discussed and set
forth in the Proxy Statement are deemed to be incorporated herein by reference
and to form part of the terms and conditions of any election instruction given
on this Election Form/Letter of Transmittal.
12. Inquiries; Assistance. All questions regarding appropriate procedures for
making elections and/or surrendering Certificate(s) or any questions regarding
this Election Form/Letter of Transmittal should be directed to the Exchange
Agent, by telephone at 215-238-3246. Requests for additional copies of the
Proxy Statement and this Election Form/Letter of Transmittal may be obtained
from the Exchange Agent.
Dated: January 8, 1998
(DO NOT WRITE IN THIS SPACE)
Date Received _______ Checked by __________ Date Checked ________
Approved by _________ Date Approved _______
- --------------------------------------------------------------------------------
No. of Shares
HID No. Received
Check No. Check Amt.
- --------------------------------------------------------------------------------
Option cashed in: Yes No N/A
Spread on vested: _______________
Spread on nonvested: Payment Date Payment
1. ___________ Amount
$ ____________
2. ___________ $ ____________
3. ___________ $ ____________
4. ___________ $ ____________
5. ___________ $ ____________
Option calculations verified by: ________________________ Date: ____________
- --------------------------------------------------------------------------------
Notice sent to Payroll on: __________
6
<PAGE>
FM
[LOGO OF ARAMARK APPEARS HERE]
ELECTION FORM/LETTER OF TRANSMITTAL
ARAMARK CORPORATION
SHARE 100
TO: FORMER MANAGERS WHO OWN SHARES OF ARAMARK CLASS A COMMON STOCK
STOCK--If you wish to receive shares of new Class A Composite Stock in
exchange for your shares of Class A Common Stock (the "CLASS A STOCK
EXCHANGE"), you must complete this Election Form/Letter of Transmittal, and
then submit the completed Election Form/Letter of Transmittal in the enclosed
return envelope. Your Election Form must be received by us no later than 10:00
a.m., Philadelphia time, on February 10, 1998, the day of the stockholders'
meeting. Do NOT include your stock certificates--specific instructions on
exchanging certificates will be mailed to you upon stockholder approval of
Share 100.
CASH--The Company is exercising its right, under the Amended and Restated
Stockholders' Agreement, to call (the "CALL OPTION") all shares of Class A
Common Stock owned by any Former Manager that are not exchanged in the Class A
Stock Exchange. The shares will be repurchased by the Company for $29.55 per
Class B Common Stock equivalent share. The closing of the repurchase of shares
pursuant to the Call Option will occur immediately prior to the
Reclassification Effective Time and concurrently with the Class A Stock
Exchange (whether or not this Election Form/Letter of Transmittal has been
completed or Certificates have been surrendered). However, in order to receive
payment, you must complete this Election Form/Letter of Transmittal and submit
the completed Election Form/Letter of Transmittal with your stock
certificates.
WHETHER YOU PARTICIPATE IN THE CLASS A STOCK EXCHANGE OR THE COMPANY
REPURCHASES YOUR SHARES PURSUANT TO THE CALL OPTION, YOUR SHARES WILL BE
CANCELED IMMEDIATELY PRIOR TO THE RECLASSIFICATION EFFECTIVE TIME.
USE THE ENCLOSED GREEN RETURN ENVELOPE, OR MAIL YOUR MATERIALS TO:
ARAMARK Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, PA 19107
Attention: Exchange Agent--29th floor
<PAGE>
To The Exchange Agent:
Capitalized terms used herein without definition have the meanings given to
them in the Proxy Statement dated January 8, 1998 (the "PROXY STATEMENT"),
receipt of which is acknowledged by the undersigned.
[_] Election to Participate in Class A Stock Exchange. The undersigned hereby
elects to participate in the Class A Stock Exchange subject to the terms,
conditions and limitations set forth in (i) the Proxy Statement and (ii) the
accompanying instructions. AS A CONDITION TO SUCH ELECTION, THE UNDERSIGNED
HEREBY WAIVES ALL RIGHTS UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION
LAW (APPRAISAL RIGHTS) WITH RESPECT TO THE MERGER. Instruction: If you are
participating with respect to fewer than all of your shares, write the number
of shares (on a Class B equivalent basis) for which you are participating
here: .
[_] Surrender of Certificates Pursuant to Call Option. The undersigned hereby
surrenders the shares evidenced by the Certificates enclosed herewith and
confirmation statements, if any, in exchange for the right to receive $29.55
per Class B Common Stock equivalent share in cash pursuant to the terms of the
Call Option, subject to the terms, conditions and limitations set forth in (i)
the Stockholders' Agreement, (ii) the Proxy Statement and (iii) the
accompanying instructions. Instruction: If you are surrendering fewer than all
of such shares, write the number of shares (on a Class B equivalent basis)
that you are surrendering here: .
Representations as to Title and Authority. The undersigned hereby represents
and warrants that the undersigned has good title to the shares evidenced by
the Certificates and confirmation statements, if any, being delivered and
surrendered to the Exchange Agent, free and clear of all liens, restrictions,
charges and encumbrances, and that such shares are not subject to any adverse
claim. The undersigned also represents and warrants that the undersigned has
full power and authority to participate in the Class A Stock Exchange, if so
elected, and to surrender the shares, if any, surrendered herewith. The
undersigned will, upon request, execute and deliver any additional documents
reasonably deemed appropriate or necessary by the Exchange Agent in connection
with such election and/or surrender of the shares. All authority conferred or
agreed to be conferred in this Election Form/Letter of Transmittal shall be
binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of the undersigned and shall
not be affected by, and shall survive, the death or incapacity of the
undersigned.
SIGNATURE BLOCK
____________________________________
_____________________________________ (Signature(s) of Holder(s))
(Print name(s) of Holder(s))
____________________________________
_____________________________________ (Signature(s) of Holder(s))
(Print name(s) of Holder(s))
Dated: _______________________ , 1998
(Must be signed by the holder exactly as name appears on the
Certificate(s). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer of a corporation or other person
acting in a fiduciary or representative capacity, please provide the
following information.)
Name: _______________________________________________________________________
(Please Type or Print)
Capacity (Full Title): ______________________________________________________
Address: ____________________________________________________________________
_____________________________________________________________________________
(Include Zip Code)
Area Codes and Telephone Numbers: ________ --------------
Home Business
Taxpayer Identification or Social Security No.: _____________________________
2
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE ELECTION FORM/LETTER OF
TRANSMITTAL
1. Certain Definitions. Capitalized terms used herein without definition
have the meanings given to them in the Proxy Statement.
2. Who should use this Form.
. Former Managers who wish to participate in the Class A Stock Exchange.
. Former Managers who do not wish to participate in the Class A Stock
Exchange and who wish to surrender their stock certificates to receive
the $29.55 per Class B Common Stock equivalent share payable pursuant to
the Call Option.
Regardless of whether or not you elect to participate in the Class A Stock
Exchange, immediately prior to the Reclassification Effective Time your shares
will be canceled and thereafter will represent a right to receive shares of
Class A Composite Stock (if you elect to participate in the Class A Stock
Exchange) or $29.55 in cash per Class B Common Stock equivalent share (if you
do not elect to participate and your shares are repurchased pursuant to the
Call Option).
3. Terms of the Exchange. If you participate in the Class A Stock Exchange,
you will receive for each share of Class A Common Stock, one share of a new
class of common stock of the Company, designated as Class A-Composite Group,
$.01 per value per share (the "CLASS A COMPOSITE STOCK"). The Class A Stock
Exchange is subject to Share 100 being implemented and will be effective
immediately prior to the filing of the Reclassification Certificate with the
Secretary of State of the State of Delaware as part of Share 100 (the
"RECLASSIFICATION EFFECTIVE TIME"). The shares of Class A Composite Stock will
be subject to the Stockholders' Agreement.
4. Must be a Former Manager. In order to participate in the Class A Stock
Exchange, you must be an individual who at one time owned (or whose Permitted
Transferee owned) ARAMARK Corporation's Common Stock, Class B, $.01 par value
per share, which was converted into ARAMARK Corporation's Common Stock, Class
A, $.01 par value per share ("CLASS A COMMON STOCK") pursuant to the terms of
the Certificate of Incorporation upon the termination of employment with the
Company, or a Permitted Transferee of such an individual (a "FORMER MANAGER").
A Former Manager is entitled to participate in the Class A Stock Exchange with
respect to only those shares of Class A Common Stock that were so converted
from Class B Common Stock.
5. Call of Unexchanged Shares. The Company is exercising its right, under
the Amended and Restated Stockholders' Agreement, to call (the "CALL OPTION")
all shares of Class A Common Stock that are owned by any Former Manager, that
could be exchanged for Class A Composite Shares in the Class A Stock Exchange,
and that are not exchanged for Class A Composite Shares in the Class A Stock
Exchange. The purchase price under the Call Option is $29.55 per Class B
Common Stock equivalent share. The closing of the repurchase under the Call
Option is subject to Share 100 being implemented and will be effective
concurrently with the Class A Stock Exchange.
6. Uncertificated Shares. The Company will not issue share certificates with
respect to the Class A Composite Stock. Instead, the Company will issue such
shares in uncertificated form. You will receive shortly after completion of
Share 100, an initial ownership statement or certificate profile report
indicating the shares held in your and your Permitted Transferee's names as a
group, and will receive an updated ownership statement periodically
thereafter. You will also receive additional statements of registered shares
after any future stock transactions as confirmation. You may nevertheless
obtain new certificates by following the procedure which will be set forth on
the statement of registered shares.
7. Participation Deadline. To participate in the Class A Stock Exchange, a
duly completed and signed Election Form/Letter of Transmittal, together with
the other documents required hereby, must be received by the
3
<PAGE>
Exchange Agent no later than 10:00 A.M., Philadelphia time, on February 10,
1998, the day of the annual meeting (the "ANNUAL MEETING") or, if the Annual
Meeting is postponed or adjourned without approval and adoption of Share 100,
no later than 10:00 A.M., Philadelphia time, on the day on which Share 100 is
approved and adopted by the Company's stockholders (the later of such times
being referred to herein as the "PARTICIPATION DEADLINE").
Even if you plan to vote against Share 100, you should nonetheless make a
proper and timely election to ensure that you will be able to participate in
the Class A Stock Exchange in the event Share 100 is ultimately approved and
becomes effective.
A duly completed and signed Election Form/Letter of Transmittal need not be
accompanied by certificates representing Class A Common Stock ("CERTIFICATES")
to be effective.
8. Surrender of Certificates. If you are not participating in the Class A
Stock Exchange and your shares are being repurchased by the Company pursuant
to the Call Option, you should surrender your Certificates accompanied by a
duly completed and signed Election Form/Letter of Transmittal. The Company
will not pay any cash until the Certificates with respect to which payment is
to be made have been properly surrendered to the Exchange Agent. To
effectively surrender your Certificates, they must be accompanied by a duly
completed and signed Election Form/Letter of Transmittal, even if you have
previously submitted an Election Form/Letter of Transmittal.
If you are participating in the Class A Stock Exchange, you should not
concurrently deliver your Certificates representing such Class A Common Stock
to the Exchange Agent. You should deliver the Certificates pursuant to
specific instructions on exchanging Certificates to be mailed to you after the
Effective Time of Share 100.
9. Delivery of Election Form/Letter of Transmittal and Certificates. An
Election Form/Letter of Transmittal, the Certificates, if applicable, and any
other required documents must be properly received by the Exchange Agent at
the address set forth below, in form satisfactory to the Exchange Agent, in
order for the delivery and surrender to be effective and the risk of loss of
the Certificates to pass to the Exchange Agent. The method of delivery (either
by hand, mail or overnight delivery) of Certificates and other documents is at
the election and risk of the holder. In all cases, sufficient time should be
allowed to ensure timely delivery. A mailing envelope addressed to the
Exchange Agent is enclosed for your convenience.
EXCHANGE AGENT:
By mail or hand:
ARAMARK Corporation
The ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
Attention: Exchange Agent--29th floor
10. Signatures on Election Form/Letter of Transmittal. The signature(s) of
the stockholder(s) submitting this Election Form/Letter of Transmittal must
correspond with the name(s) as written on the face of the Certificates or on
the Certificate Report evidencing the shares held by such stockholder(s)
without alteration, enlargement or any other change whatsoever.
If any shares are owned by two or more persons (as written on the face of
the Certificates evidencing such shares), all such persons must sign this
Election Form/Letter of Transmittal.
If any of the shares are registered in different forms of the name of any
person signing this Election Form/Letter of Transmittal (e.g., "John Smith" on
one Certificate and "J. Smith" on another), it will be necessary for such
person to sign this Election Form/Letter of Transmittal in each way in which
the Certificates are registered.
4
<PAGE>
If this Election Form/Letter of Transmittal is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing, and proper evidence satisfactory to the
Exchange Agent of such person's authority so to act must be submitted.
11. Revocation. An election to participate may be revoked no later than the
Participation Deadline by the person who submitted the Election Form/Letter of
Transmittal to the Exchange Agent by written notice duly executed specifying
the person in whose name the election was made, and if applicable, the name of
the holder thereof.
If a joint Election Form/Letter of Transmittal is submitted by two or more
holders of shares, all such holders must jointly revoke their election.
12. Automatic Revocation. In the event the Class A Stock Exchange is not
consummated for any reason, all Election Forms/Letters of Transmittal will be
void and of no effect, and any Certificates tendered will be promptly returned
to the persons who submitted them.
13. Surrender of Certificates upon election to Participate; Payment of Cash
Pursuant to Call Option. As soon as practicable after the effective time of
Share 100 (the "EFFECTIVE TIME"), the Exchange Agent will mail to each holder
of Class A Common Stock who elected to participate in the Class A Stock
Exchange specific instructions on exchanging Certificates.
As promptly as practicable after the Effective Time, the Exchange Agent will
mail to each Former Manger who did not elect to participate in the Class A
Stock Exchange and who surrendered his or her Certificates together with a
properly completed and signed Election Form/Letter of Transmittal a check in
the amount of $29.55 per Class B Common Stock equivalent share for the shares
previously represented by the Certificate(s) so surrendered.
14. Lost, Destroyed or Stolen Certificates. If the Certificates have been
lost, destroyed or stolen, please contact the Exchange Agent at the telephone
number referred to in instruction 16. In such event, the Exchange Agent will
forward additional documentation necessary to be completed in order to
surrender effectively such lost, destroyed or stolen Certificates. No interest
will be paid on the cash payable pursuant to the Call Option.
15. Notice of Defects; Resolution of Disputes. Neither the Company nor the
Exchange Agent will be under any obligation to notify you or anyone else that
the Exchange Agent has not received a properly completed Election Form/Letter
of Transmittal or that any Election Form/Letter of Transmittal submitted is
defective in any way. Any and all disputes with respect to an Election
Form/Letter of Transmittal (including but not limited to matters relating to
time limits, defects or irregularities in the surrender of any Certificates),
will be resolved by the Company (or Exchange Agent in the event discretion is
delegated) and its decision will be conclusive and binding on all concerned.
The Exchange Agent shall have the absolute right in its sole discretion to
reject any surrender of Certificates which it deems to be not in proper form
or to waive any immaterial irregularities in the surrender of any Certificate.
The Company may seek such clarification from any stockholder with respect to
any election intended to be made by such stockholder. Elections and/or
surrenders of Certificates will not be deemed to have been made until all
defects or irregularities that have not been waived have been cured. The terms
and conditions of Share 100 as discussed and set forth in the Proxy Statement
are deemed to be incorporated herein by reference and to form part of the
terms and conditions of any instruction given on this Election Form/Letter of
Transmittal.
16. Inquiries; Assistance. All questions regarding appropriate procedures
for making elections and surrendering Certificate(s) or any questions
regarding this Election Form/Letter of Transmittal should be directed to the
Exchange Agent, by telephone at (212) 238-3246. Requests for additional copies
of the Proxy Statement and this Election Form/Letter of Transmittal may be
obtained from the Exchange Agent.
Dated: January 8, 1998
5
<PAGE>
(DO NOT WRITE IN THIS SPACE)
Date Received _______ Checked by __________
Date Checked ________
Approved by _________ Date Approved _______
- --------------------------------------------------------------------------------
No. of Shares Received
Cert. No.
- --------------------------------------------------------------------------------
Check No. Check Amt.
6
