0001021408-01-508513.txt : 20011029
0001021408-01-508513.hdr.sgml : 20011029
ACCESSION NUMBER: 0001021408-01-508513
CONFORMED SUBMISSION TYPE: 425
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011023
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: ARAMARK WORLDWIDE CORP
CENTRAL INDEX KEY: 0001144528
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 233086414
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 425
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-65226
FILM NUMBER: 1763868
BUSINESS ADDRESS:
STREET 1: ARAMARK TOWER
STREET 2: 1101 MARKET STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19107
BUSINESS PHONE: 2152383000
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ARAMARK WORLDWIDE CORP
CENTRAL INDEX KEY: 0001144528
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812]
IRS NUMBER: 233086414
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 425
BUSINESS ADDRESS:
STREET 1: ARAMARK TOWER
STREET 2: 1101 MARKET STREET
CITY: PHILADELPHIA
STATE: PA
ZIP: 19107
BUSINESS PHONE: 2152383000
425
1
d425.txt
PRESIDENTS COUNCIL LETTER
Filer: ARAMARK Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 13e-4, 14a-12 and 14d-2
under the Securities Exchange Act of 1934
Subject Company: ARAMARK Corporation
Commission File No. 333-65228
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[LOGO] ARAMARK
================================================================================
MEMORANDUM
TO: Presidents Council FROM: Joseph Neubauer
SUBJECT: IPO Update DATE: October 19, 2001
I wanted to take the opportunity to update you on our progress with plans for
the initial public offering of ARAMARK stock.
Two key events have affected the ARAMARK IPO process, one of which was outside
of our control. The first is the tragedy of September 11 and the uncertainty
that gripped the financial markets in the aftermath. While it appears that the
capital markets have stabilized somewhat, the element of uncertainty remains
high and we will continue to work with our investment bankers to monitor and
assess the situation.
The second event is our agreement to purchase ServiceMaster Management Services
signed on October 3, 2001. Our goal is to close this acquisition as soon as
possible. This proposed transaction carries with it a number of additional
filing requirements with the Securities and Exchange Commission as it relates to
the IPO.
In light of these two events, our timing for the IPO has been altered somewhat.
The current timetable targets completion of the IPO and the beginning of trading
on the New York Stock Exchange in December. The offer to repurchase a portion
of your shares would begin immediately after the IPO and, as a result, be
completed early next calendar year after the required 30 day tender period.
Please note that for those who chose to participate in the share repurchase,
this would result in a taxable event occurring in calendar year 2002 rather than
2001. In the coming weeks, you will
2
begin receiving more detailed information regarding the share repurchase as well
as the exercise of stock options.
As I have said previously, there are no guarantees as it relates to the timing.
We are proceeding aggressively on matters over which we have control. However,
we are in an uncertain environment and must live with the reality that events
beyond our control could affect the timing to complete the IPO and the share
repurchase. Let me encourage you to remain focused on our customers and on
growing our business. We will continue to keep you posted on our progress.
3
Our company and certain other persons described below may be deemed to be
participants in the solicitation of proxies. The participants in this
solicitation may include our company's directors and executive officers. A list
of the names of our company's directors and executive officers is contained in
our joint proxy statement/prospectus contained in a Registration Statement on
Form S-4 which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov). As of the date of this communication, none of the
foregoing participants, other than Mr. Neubauer and certain entities affiliated
with Mr. Neubauer, individually beneficially owns in excess of 5% of our
company's common stock. Except as disclosed above and in our company's joint
proxy statement/prospectus contained in the Registration Statement on Form S-4
and other documents filed with the SEC including Mr. Neubauer's Schedule 13D
relating to ARAMARK common stock, to the knowledge of our company, none of the
directors or executive officers of our company has any material interest, direct
or indirect, by security holdings or otherwise, in the proposed merger.
More detailed information pertaining to our company's proposals will be set
forth in appropriate filings that have been and will be made with the SEC
including the joint proxy statement/prospectus contained in the Registration
Statement on Form S-4 relating to the proposed merger and the Schedule TO
relating to the proposed tender offer. Shareholders are urged to read such
documents that are or may be filed with the SEC when they are available because
they will contain important information. Shareholders will be able to obtain a
free copy of any filings containing information about our company, without
charge, at the SEC's Internet site (http://www.sec.gov). Copies of any filings
containing information about our company can also be obtained, without charge,
by directing a request to ARAMARK, ARAMARK Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107, Attention: Office of the Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.