-----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, MPL4nqB9qXHATy1WqVFmGHbycl8mw1Oli/thqpdGcdl/UjuN43MTDDshlmlxyI9f 1WX3N3c7FOi54SSYBECcBg== 0000899140-06-000715.txt : 20060511 0000899140-06-000715.hdr.sgml : 20060511 20060511171031 ACCESSION NUMBER: 0000899140-06-000715 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20060501 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDY JOSEPH CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831060 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831061 BUSINESS ADDRESS: BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP CENTRAL INDEX KEY: 0000757523 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 232319139 STATE OF INCORPORATION: DE FISCAL YEAR END: 0927 BUSINESS ADDRESS: STREET 1: THE ARA TOWER STREET 2: 1101 MARKET ST CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 MAIL ADDRESS: STREET 1: ARA GROUP INC STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 FORMER COMPANY: FORMER CONFORMED NAME: ARA GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ARA HOLDING CO DATE OF NAME CHANGE: 19880515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831062 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831063 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831064 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831066 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus IX LLC CENTRAL INDEX KEY: 0001342445 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831065 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 3 1 wppe9_aramark3-051006ex.xml X0202 3 2006-05-01 0 0000757523 ARAMARK CORP RMK 0001332737 Warburg Pincus Private Equity IX, L.P. C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See footnote 1 0001342445 Warburg Pincus IX LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See footnote 1 0001322709 Warburg Pincus Partners LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See footnote 1 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See footnote 1 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY NY 100173147 0 0 0 1 See footnote 1 0001239318 KAYE CHARLES R C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See footnote 1 0001220638 LANDY JOSEPH C/O WARBURG PINCUS LLC 466 LEXINGTON AVE NEW YORK NY 10017 0 0 0 1 See footnote 1 No securities beneficially owned 0 D See Exhibit 99.1. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX, LLC, its General Partner, By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member, By: /s/ Scott A. Arenare, Name: Scott A. Arenare, Title: Partner 2006-05-11 EX-99 2 w051006a.txt EXHIBIT 99.1 - EXPLANATION OF RESPONSES Designated Filer: Warburg Pincus Private Equity IX, LLP Issuer & Ticker Symbol: ARAMARK Corporation (RMK) Date of Event Requiring Statement: May 1, 2006 Exhibit 99.1 Explanation of Responses: (1) This Form 3 is filed on behalf of Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), Warburg Pincus IX, LLC, a New York limited liability company ("WP IX LLC") , Warburg Pincus Partners LLC, a New York limited liability company ("WPP LLC"), Warburg Pincus LLC, a New York limited liability company ("WP LLC"), Warburg Pincus & Co., a New York general partnership ("WP"), and Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the "Reporting Persons"). On May 1, 2006, a letter was delivered to the Board of Directors of ARAMARK Corporation, a Delaware corporation (the "Company"), in which it was proposed that Joseph Neubauer, the Chairman of the Board of Directors and Chief Executive Officer of the Company, and other investors that are expected to include funds managed by GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and WP LLC (collectively, the "Investors"), would offer to acquire by merger, for a purchase price of $32.00 in cash per share, all of the outstanding shares of the Company's Class A Common Stock and Class B Common Stock, other than any shares held by any of the Investors and members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). As a result of the Proposal, the Reporting Persons, together with Mr. Neubauer, GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners, and certain of their affiliates (collectively, the "Non-WP Investors"), may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that beneficially owns more than 10% of the outstanding shares of Class A Common Stock and Class B Common Stock of the Company. The sole general partner of WP IX is WP IX LLC. WPP LLC is the sole member of WP IX LLC. WP is the managing member of WPP LLC. WP LLC manages WP IX. Charles R. Kaye and Joseph P. Landy are each Managing General Partners of WP and Co-Presidents and Managing Members of WP LLC. By reason of the provisions of Rule 16a-1 of the Exchange Act, WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by WP IX or the Non-WP Investors. Each of WP IX, WP, WP LLC, WPP LLC, WP IX LLC, Mr. Kaye and Mr. Landy all disclaim beneficial ownership of all shares of Class A Common Stock and Class B Common Stock, including any such shares beneficially owned by the Non-WP Investors, except to the extent of any indirect pecuniary interest therein. This Form 3 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Class A Common Stock or Class B Common Stock for purposes of Section 16 of the Exchange Act or for any other purpose or that any Reporting Person has an obligation to file this Form 3. EX-99 3 w051006b.txt EXHIBIT 99.2 - JOINT FILERS' NAMES AND ADDRESSES Designated Filer: Warburg Pincus Private Equity IX, LLP Issuer & Ticker Symbol: ARAMARK Corporation (RMK) Date of Event Requiring Statement: May 1, 2006 Exhibit 99.2 JOINT FILERS' NAMES AND ADDRESSES 1. Name: Warburg Pincus IX LLC Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 2. Name: Warburg Pincus Partners LLC Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 3. Name: Warburg Pincus LLC Address: 466 Lexington Avenue New York, NY 10017 4. Name: Warburg Pincus & Co. Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 5. Name: Charles R. Kaye Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 6. Name: Joseph P. Landy Address: c/o Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 EX-99 4 w051006c.txt EXHIBIT 99.3 - JOINT FILERS' SIGNATURES Designated Filer: Warburg Pincus Private Equity IX, LLP Issuer & Ticker Symbol: ARAMARK Corporation (RMK) Date of Event Requiring Statement: May 1, 2006 Exhibit 99.3 JOINT FILERS' SIGNATURES WARBURG PINCUS IX, LLC By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Scott A. Arenare Title: Partner WARBURG PINCUS PARTNERS, LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Scott A. Arenare Title: Partner WARBURG PINCUS & CO. By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Scott A. Arenare Title: Partner By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact* By: /s/ Scott A. Arenare ------------------------------- Date: May 11, 2006 Name: Joseph P. Landy By: Scott A. Arenare, Attorney-in-Fact** * Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. -----END PRIVACY-ENHANCED MESSAGE-----