-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BM6cHRCB4Q01dQ358Dvrmon6KMxo+d2ow/Kka1+/gmsFbM74PCy5sO61q5/QPMRo E3RLCnZlNBAeBs2Fj1AGXg== 0001021408-03-007199.txt : 20030508 0001021408-03-007199.hdr.sgml : 20030508 20030508092820 ACCESSION NUMBER: 0001021408-03-007199 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030508 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP/DE 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16807 FILM NUMBER: 03687259 BUSINESS ADDRESS: STREET 1: ARAMARK TOWER STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK WORLDWIDE CORP DATE OF NAME CHANGE: 20010711 8-K 1 d8k.htm FORM 8-K FORM 8-K

 


 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 8, 2003

 


 

ARAMARK CORPORATION

(Exact name of registrant specified in charter)

 

Delaware

 

001-16807

 

23-3086414

(State or Other Jurisdiction

of Incorporation)

 

(Commission File

Number)

 

(I.R.S. Employer

Identification No.)

 

1101 Market Street

Philadelphia, Pennsylvania

 

19107

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 215-238-3000

 

(Former Name or Former Address, if Changed Since Last Report)

 



 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

 

  (c)   Exhibits – The following exhibits are furnished pursuant to the disclosure included under Item 9 and Item 12 of this Form 8-K.

 

99.1

  

Selected financial information reflecting ARAMARK’s Educational Resources segment as a discontinued operation.

99.2

  

Explanation of Revised Earnings Per Share Guidance.

 

Item 9. Regulation FD Disclosure (including information provided under Item 12, “Results of Operations and Financial              Condition”)

 

The following information is being furnished to the Commission under both Item 9 and Item 12. The information required by Item 12 is being furnished pursuant to this Item 9 in accordance with the interim filing guidance provided by the Securities and Exchange Commission in “Filing Guidance Related To: Conditions for Use of Non-GAAP Financial Measures; and Insider Trades During Pension Fund Blackout Periods” (Release No. 33-8216, March 27, 2003).

 

On March 4, 2003, ARAMARK Corporation (the “Company”) announced the signing of a definitive agreement to sell its Educational Resources segment. On May 8, 2003, the Company will post on the Investor Relations section of its website selected financial information reflecting the Educational Resources segment as a discontinued operation. A copy of the selected financial information is attached hereto as exhibit 99.1.

 

In addition, the following information is being provided under Item 9 only. On May 8, 2003, the Company issued a press release announcing its financial results for the quarter ended March 28, 2003 that contained updated earnings per share guidance for fiscal 2003. The Company will post to the Investor Relations section of its website the Explanation of Revised Earnings Per Share Guidance attached hereto as exhibit 99.2, which reconciles the Company’s current guidance to the Company’s previous guidance.

 

The information contained in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       

        ARAMARK CORPORATION

Date:

 

May 8, 2003


     

By:

 

/s/    L. FREDERICK SUTHERLAND        


           

Name:

 

L. Frederick Sutherland

           

Title:

 

Executive Vice President and Chief Financial Officer


 

Exhibit Index

 

Exhibit No.


  

Description


99.1

  

Selected financial information reflecting ARAMARK’s Educational Resources segment as a discontinued operation.

99.2

  

Explanation of Revised Earnings Per Share Guidance.

EX-99.1 3 dex991.htm SELECTED FINANCIAL INFORMATION REFLECTING ARAMARK'S EDUCATIONAL RESOURCES. Selected financial information reflecting ARAMARK's Educational Resources.

 

Exhibit 99.1

 

ARAMARK CORPORATION AND SUBSIDIARIES

DISCONTINUED OPERATIONS – RESTATEMENT OF HISTORICAL RESULTS OF OPERATIONS

(Unaudited)

(In Thousands, Except Per Share Amounts)

 


In the second quarter of fiscal 2003, ARAMARK executed a definitive agreement for the sale of ARAMARK Educational Resources (AER) to Knowledge Learning Corporation, Inc. for $225 million in cash and a note in the principal amount of $40 million, subject to a right of prepayment of $25 million within 12 months of closing. AER is accounted for as a discontinued operation in the accompanying financial schedules for all periods presented. The results of operations for each of the quarters in fiscal 2002, the full fiscal year 2002 and the first quarter of fiscal 2003 have been restated below to reflect this discontinued operations accounting treatment.


 

    

Quarter Ended

December 28, 2001


  

Quarter Ended

March 29, 2002


  

Quarter Ended

June 28, 2002


    

Quarter Ended

September 27, 2002


    

Fiscal Year Ended

September 27, 2002


  

Quarter Ended

December 27, 2002


Sales from Continuing Operations

  

$

2,000,888

  

$

2,037,696

  

$

2,136,498

    

$

2,180,925

    

$

8,356,007

  

$

2,275,940

    

  

  

    

    

  

Operating Income

  

$

110,328

  

$

125,767

  

$

131,789

    

$

161,697

    

$

529,581

  

$

128,506

    

  

  

    

    

  

Income from Continuing Operations

  

$

46,906

  

$

58,101

  

$

65,273

    

$

81,040

    

$

251,320

  

$

58,416

Income from Discontinued Operations, net

  

$

4,537

  

$

6,270

  

$

7,299

    

$

486

    

$

18,592

  

$

4,283

    

  

  

    

    

  

Net Income

  

$

51,443

  

$

64,371

  

$

72,572

    

$

81,526

    

$

269,912

  

$

62,699

    

  

  

    

    

  

Diluted Earnings Per Share:

                                             

Income from continuing operations

  

$

0.25

  

$

0.28

  

$

0.32

    

$

0.40

    

$

1.25

  

$

0.29

    

  

  

    

    

  

Net income

  

$

0.27

  

$

0.31

  

$

0.35

    

$

0.40

    

$

1.34

  

$

0.31

    

  

  

    

    

  

Diluted Share Base

  

 

187,717

  

 

209,223

  

 

204,684

    

 

201,684

    

 

200,924

  

 

199,177

 

EX-99.2 4 dex992.htm EXPLANATION OF REVISED EARNINGS PER SHARE GUIDANCE. Explanation of Revised Earnings Per Share Guidance.

 

Exhibit 99.2

 

ARAMARK CORPORATION AND SUBSIDIARIES

EXPLANATION OF REVISED EARNINGS PER SHARE GUIDANCE

MAY 8, 2003

(Unaudited)

 

    

Fiscal 2003 Per Share Amounts


 
    

Low


    

High


 

Original management guidance provided on November 13, 2002—Net income per diluted share

  

$

1.33

 

  

$

1.38

 

Estimated effect of Fine Host Corporation acquisition

  

 

(0.01

)

  

 

(0.01

)

Earnings per share from discontinued operations—ARAMARK Educational Resources

  

 

(0.06

)

  

 

(0.06

)

Reduction in management earnings per share estimate resulting from weaker economic conditions. Last year, when we provided our original annual guidance, we anticipated an improvement in the economic environment in the second half of our fiscal year. As of today, we are not seeing any meaningful recovery in the economy or employment levels.

  

 

(0.02

)

  

 

(0.03

)

    


  


Revised management guidance as of May 8, 2003—Income per diluted share from continuing operations

  

$

1.24

 

  

$

1.28

 

    


  


 

Forward-Looking Statements

 

The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements that reflect our current views as to future events and financial performance with respect to our operations. These statements can be identified by the fact that they do not relate strictly to historical or current facts.

 

They use words such as “aim,” “anticipate,” “estimate,” “expect,” “will be,” “will continue,” “will likely result,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in conjunction with a discussion of future operating or financial performance.


 

Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements.

 

The forward-looking statements regarding such matters are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances.

 

Factors that might cause such a difference include: unfavorable economic conditions, including ramifications of any future terrorist attacks; increased operating costs; shortages of qualified personnel; currency risks and other risks associated with international markets; risks associated with acquisitions, including acquisition integration costs; our ability to integrate and derive the expected benefits from recent acquisitions including our acquisition of ServiceMaster Management Services; competition; decline in attendance at client facilities; unpredictability of sales and expenses due to contract terms and terminations; high leverage; claims relating to the provision of food services; costs of compliance with governmental regulations; liability associated with non-compliance with governmental regulations, including regulations pertaining to food services, the environment and childcare service; seasonality; adverse publicity concerning incidents at childcare centers; and levels of enrollment in our education business.

 

For further information regarding risks and uncertainties associated with ARAMARK’s business, please refer to the “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and “Risk Factors” sections of ARAMARK’s SEC filings, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q, copies of which may be obtained by contacting ARAMARK’s investor relations department at www.aramark.com.

 

Forward-looking statements speak only as of the date made. We undertake no obligation to update any forward-looking statements to reflect the events or circumstances arising after the date as of which they are made. As a result of these risks and uncertainties, readers are cautioned not to place undue reliance on the forward-looking statements included herein or that may be made elsewhere from time to time by, or on behalf of, us.

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