ARAMARK CORPORATION
JOSEPH NEUBAUER
CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
January 26, 1998
Dear fellow owner:
I want you to know that last Wednesday, January 14, one of our outside
shareholders, Metropolitan Life Insurance Company, filed a civil action in
Chancery Court in Delaware to block our Share 100 plan. A supplement to the
proxy statement is attached, and it gives additional information.
It is unfortunate that a long-term partner would take this course of action.
Despite my personal disappointment with their decision, let me assure you that
we will defend our position vigorously to get this matter resolved quickly and
to our satisfaction. We believe strongly that Share 100 is in the best interest
of ARAMARK.
I will keep you advised as the matter progresses. At this time, I urge those of
you who are owner managers to keep focused on serving our customers and
continuing to build our Unlimited Partnerships.
I again thank those of you who are outside stockholders for your continuing
support.
Sincerely,
/s/ Joseph Neubauer
ARAMARK TOWER
1101 MARKET STREET
PHILADELPHIA, PA 19107-2988
215 238 3880
(ARAMARK LOGO APPEARS HERE)
__________________________________________
SUPPLEMENT TO PROXY STATEMENT
The following information supplements and amends the Proxy Statement, dated
January 8, 1998 (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 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 Supplement
should be read in conjunction with the Proxy Statement.
On January 14, 1998, Metropolitan Life Insurance Company commenced a
proceeding by filing a complaint (the "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 (the "Court") (Civil Action No. 16142-NC).
The Complaint alleges, among other things, that: (i) the Recapitalization
Plan violates Delaware law because it impermissibly discriminates among owners
of Class A Common Stock without any valid purpose; (ii) the Directors have
breached their fiduciary duty to act solely in the best interest of the Company
and its shareholders; and (iii) the Directors have breached their fiduciary duty
of candor to the shareholders of the Company.
The Complaint requests the Court to: (i) declare that the Recapitalization
Plan violates Delaware law; (ii) declare that the Directors have breached their
fiduciary obligations to the Company's shareholders by approving the
Recapitalization Plan; (iii) enjoin the consummation or closing of the
Recapitalization Plan; (iv) in the event the Recapitalization Plan is
consummated, grant rescission or rescissory damages; (v) award plaintiff
compensatory damages, together with prejudgment interest; (vi) award plaintiff
its costs and expenses; and (vii) grant such other and further relief as the
court deems just and proper.
A hearing on the motion to enjoin the Annual Meeting has been scheduled for
February 5, 1998. The Company believes the claims and allegations made in the
Complaint are without merit and plans to vigorously oppose any such allegations
and any attempts to enjoin the Annual Meeting. The Company intends to proceed
with the consideration of Share 100 at the Annual Meeting on February 10, 1998,
at 12:00 P.M., Philadelphia time as described in the Proxy Statement.
Philadelphia, Pennsylvania
January 26, 1998
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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.
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OWNERS PRIOR TO DECEMBER 29, 1997
PROXY REMINDER NOTICE
As an ARAMARK owner, you recently received Share 100 Proxy materials in the mail
and a Proxy Card. On the back of the Proxy Card, you need to indicate whether
you wish to exchange your current ARAMARK stock for Group Stock if Share 100 is
approved. You can do this by checking the block above the signature area. Be
sure to sign the Card and return it in the envelope provided with your Proxy
package for receipt at FUNB as soon as possible. Please note, if you do not
check the applicable box on the back of the Card, or return the card, and Share
100 is approved, you will receive cash, and will no longer own ARAMARK stock.
Please refer to your Proxy Statement for full details. In the event you have
already returned your Card, you may disregard this message. Should you have any
questions or wish to confirm the receipt your election, you may contact First
Union National Bank at 1-888-96-OWNER.
OWNERS PRIOR TO DECEMBER 29, 1997
SECOND PROXY REMINDER NOTICE
This notice is to again remind you that if you have not yet mailed your Proxy to
the Bank, you need to do so. In particular, it is critical that we know whether
you wish to exchange your current ARAMARK stock for Group stock, or to be
completely cashed-out. To make your election, you need to complete and sign the
back of your Proxy Card. Then, return the completed Card in the envelope
provided with your Proxy package as soon as possible. Please note, if you do
not check the applicable box on the back of the Card, or return the card, and
Share 100 is approved, you will receive cash, and will no longer own ARAMARK
stock. Please refer to your Proxy Statement for full details. In the event you
have already returned your Card, you may disregard this message. Should you
have any questions or wish to confirm the receipt your election, you may contact
First Union National Bank at 1-888-96-OWNER.
FIRST BUSINESS UNIT REMINDER--PROXY
(Business Unit Name) has been advised by the Corporate Shareholder
Administration Unit that as of Monday, your proxy has not yet been received at
First Union National Bank. For many of you, this is the third in a series of
reminder messages that have been sent. It is critical that we know as soon as
possible whether you wish to exchange your current ARAMARK stock for Group
stock, or to be completely cashed-out. To make your election, you need to
complete and sign the back of your Proxy Card. Then, return the completed Card
in the envelope provided with your Proxy package to the bank. Please note, if
you do not check the applicable box on the back of the Card, or return the card,
and Share 100 is approved, you will receive cash, and will no longer own ARAMARK
stock. Please refer to your Proxy Statement for full details. In the event you
have already returned your Card, you may disregard this message. Should you have
any questions or wish to confirm the receipt of your proxy card, you may contact
First Union National Bank at 1-888-96-OWNER.
