-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Qn/CTGAAsBAKc+0N3d5PfUqtM/6PbhQyKJsGkuUFQFhYmfoNfI9GKg+ZHfH7LRzr elOdjJK3n4OP3YBxWviBcQ== 0000950116-95-000029.txt : 19950301 0000950116-95-000029.hdr.sgml : 19950301 ACCESSION NUMBER: 0000950116-95-000029 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19950224 EFFECTIVENESS DATE: 19950315 SROS: PHLX FILER: 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: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57825 FILM NUMBER: 95515098 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on February 24, 1995 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- ARAMARK CORPORATION (Exact name of registrant as specified in its charter) Delaware 23-2319139 (State or other jurisdiction of (I.R.S. Employer corporation or organization) Identification Number) ARAMARK Tower, 1101 Market Street, Philadelphia, PA 19107 (Address, including zip code of principal executive offices) ARAMARK CORPORATION 1991 Stock Ownership Plan (Full title of the Plan) Martin W. Spector Executive Vice President, Secretary and General Counsel ARAMARK Corporation ARAMARK TOWER, 1101 Market Street Philadelphia, PA 19107 (Name and address of agent for service) Telephone number, including area code, of agent for service: (215) 238-3581 ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
Title of Proposed maximum Proposed Maximum securities to Amount to be offering price aggregate offering Amount of be registered registered per share price registration fee - ------------- ------------ ---------------- ------------------ ---------------- Common Stock 1,486,628 $13.25 $19,697,821 $6,792 Class B shares ($.01 par Value)
================================================================================ 2 Registration of Additional Securities ------------------------------------- The Registrant has previously filed a registration statement on Form S-8 with respect to shares of its Class B Common Stock relating to its 1991 Stock Ownership Plan. This registration statement is being filed with respect to additional shares of the Registrant's Class B Common Stock relating to its 1991 Stock Ownership Plan. Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statement No. 33-44002 on Form S-8 are incorporated herein by reference. This Registration Statement includes the following: A. Signature page B. Opinion of Counsel C. Consents of accountants and securities appraiser D. Powers of Attorney 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on February 17, 1995. ARAMARK CORPORATION By: Alan J. Griffith ----------------------------------- Alan J. Griffith Chief Accounting Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 17, 1995. Signature Title - --------- ----- Joseph Neubauer - -------------------------- Chairman and President and Director Joseph Neubauer (Principal Executive Officer) James E. Ksansnak - -------------------------- Executive Vice President James E. Ksansnak (Principal Financial Officer) Alan J. Griffith - -------------------------- Controller Alan J. Griffith (Principal Accounting Officer) Robert J. Callander Alan K. Campbell Ronald R. Davenport Davre J. Davidson Philip L. Defliese Lee F. Driscoll, Jr. Directors Mitchell S. Fromstein Edward G. Jordan Thomas H. Kean Reynold C. MacDonald James E. Preston Martin W. Spector - -------------------------- Martin W. Spector Attorney-in-Fact EX-5 2 EXHIBIT 5 4 EXHIBIT 5 February 17, 1995 ARAMARK Corporation ARAMARK Tower 1101 Market Street Philadelphia, PA 19107 Re: Up to 1,486,628 Shares of Common Stock, Class B Par Value $.01 Per Share, of ARAMARK Corporation ------------------------------------------------ Dear Sir or Madam: I am Assistant Secretary and Associate General Counsel of ARAMARK Corporation, a Delaware corporation (the "Company"). I am delivering this opinion to you in connection with the Form S-8 Registration Statement (the "Registration Statement") proposed to be filed with the Securities and Exchange Commission, for the registration, under the Securities Act of 1933, of up to 1,486,628 additional shares (the "Shares") of the Company's Common Stock, Class B, par value $.01 per share ("Common Stock"), deliverable upon exercise of opportunities to purchase Shares pursuant to the Company's 1991 Stock Ownership Plan (the "Plan"). In my opinion, the Shares will, when delivered upon exercise of opportunities to purchase Shares in accordance with the terms of the Plan, be legally issued, fully paid and non-assessable shares of Common Stock of the Company. I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, I do not thereby admit that I am acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Donald S. Morton -------------------- Donald S. Morton Assistant Secretary and Associate General Counsel EX-23 3 EXHIBIT 23A 5 - -------------------------------------------------------------------------------- EXHIBIT 23A CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ARTHUR ANDERSEN LLP - -------------------------------------------------------------------------------- As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated November 7, 1994 included in ARAMARK Corporation's Form 10-K for the year ended September 30, 1994 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Independent Public Accountants Philadelphia, Pennsylvania February 14, 1995 EX-23 4 EXHIBIT 23B 6 - -------------------------------------------------------------------------------- EXHIBIT 23B CONSENT OF CHARTERED ACCOUNTANTS ERNST & YOUNG - -------------------------------------------------------------------------------- We consent to the reference to our firm under the caption "Experts" in the Prospectus constituting part of the Registration Statement on Form S-8 relating to 1,486,628 shares of common stock, par value, of ARAMARK Corporation and to the incorporation by reference in this Registration Statement of our report dated November 16, 1994, included in the Annual Report of ARAMARK Corporation on Form 10-K for the year ended September 30, 1994. ERNST & YOUNG Chartered Accountants Mississauga, Canada February 13, 1995 EX-23 5 EXHIBIT 23C 7 - -------------------------------------------------------------------------------- EXHIBIT 23C CONSENT OF SECURITIES APPRAISER HOULIHAN LOKEY HOWARD AND ZUKIN - -------------------------------------------------------------------------------- As independent valuation consultants, we hereby consent to the use of our report, dated December 1, 1994 and to all references to it and Houlihan Lokey Howard and Zukin included in or made a part of the Registration Statement on Form S-8 to be filed with the SEC relating to the registration of additional securities under the ARAMARK Corporation 1991 Stock Ownership Program. HOULIHAN LOKEY HOWARD AND ZUKIN Securities Appraiser McLean, Virginia February 1, 1995 EX-24 6 EXHIBIT 24 8 ALAN K. CAMPBELL POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Alan K. Campbell --------------------- Alan K. Campbell 9 DAVRE J. DAVIDSON POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Davre J. Davidson --------------------- Davre J. Davidson 10 EDWARD G. JORDAN POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Edward G. Jordan --------------------- Edward G. Jordan 11 JAMES E. PRESTON POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ James E. Preston --------------------- James E. Preston 12 JOSEPH NEUBAUER POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Joseph Neubauer -------------------- Joseph Neubauer 13 LEE F. DRISCOLL, JR. POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Lee F. Driscoll, Jr. ------------------------ Lee F. Driscoll, Jr. 14 MITCHELL S. FROMSTEIN POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Mitchell S. Fromstein -------------------------- Mitchell S. Fromstein 15 PHILIP L. DEFLIESE POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Philip L. Defliese ---------------------- Philip L. Defliese 16 REYNOLD C. MACDONALD POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Reynold C. MacDonald ------------------------ Reynold C. MacDonald 17 ROBERT J. CALLANDER POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Robert J. Callander ----------------------- Robert J. Callander 18 RONALD R. DAVENPORT POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Ronald R. Davenport ----------------------- Ronald R. Davenport 19 THOMAS H. KEAN POWER OF ATTORNEY The undersigned director of ARAMARK Corporation, a Delaware corporation (the "Company"), hereby appoints Joseph Neubauer, James E. Ksansnak, Martin W. Spector and Donald S. Morton, as his Attorney-in-Fact and hereby grants to each of them acting alone without the others, for him and in his name as such director, full power to: (a) sign the Registration Statement on Form S-8 and any amendments thereto relating to the registration of shares under the Company's 1991 Stock Ownership Program which the Company proposes to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933; and (b) perform every other action which any such Attorney-in-fact may deem necessary or proper in connection with the registration statement or amendments (all as approved by the Company's principal executive, financial and accounting officers whose signatures to such report or amendments thereto shall be conclusive evidence of such approval). Dated: February 13, 1995 /s/ Thomas H. Kean ------------------ Thomas H. Kean -----END PRIVACY-ENHANCED MESSAGE-----