-----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, AZSDOxQ4zytYhTGfIIuK3Px9lgyI6A3KO69vPERAQYgWArqNNSMPEMZcVxMGhAIX I4MT9GhampMA7CgrpNNywg== 0000950130-98-002870.txt : 19980602 0000950130-98-002870.hdr.sgml : 19980602 ACCESSION NUMBER: 0000950130-98-002870 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980601 SROS: NONE SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-42118 FILM NUMBER: 98634919 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 FILED BY: 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 FILING VALUES: FORM TYPE: SC 13E4/A 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 SC 13E4/A 1 AMENDMENT NO. 1 TO SCHUDULE 13E-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 1998 FILE NO. 1-8827 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 1) ---------------- ARAMARK CORPORATION (NAME OF ISSUER AND PERSON FILING STATEMENT) COMMON STOCK, CLASS A, PAR VALUE $0.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ---------------- MARTIN W. SPECTOR EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY ARAMARK CORPORATION ARAMARK TOWER 1101 MARKET STREET PHILADELPHIA, PENNSYLVANIA 19107 (215) 238-3000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) ---------------- COPY TO: CHARLES I. COGUT, ESQ. SIMPSON THACHER & BARTLETT 425 LEXINGTON AVENUE NEW YORK, NEW YORK 10017-3954 (212) 455-2000 ---------------- MAY 15, 1998 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) ---------------- CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Transaction Valuation*........................................... $949,443,500* Amount of Filing Fee............................................. $189,889
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- * Based upon purchase of 1,898,887 shares at $500.00 per share [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $189,889 Filing Party: ARAMARK Corporation Form Or Registration No.: Schedule 13E-4 Date Filed: May 15, 1998 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- This Amendment No. 1 amends and supplements the Statement on Schedule 13E-4, filed May 15, 1998 (as amended, the "Statement") relating to the issuer tender offer by ARAMARK Corporation, a Delaware corporation (the "Company"), to purchase all outstanding shares of its Common Stock, Class A, par value $0.01 per share (the "Shares"), at a price of $500.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 1998 (the "Offer to Purchase") and the related Letter of Transmittal. The Statement is hereby amended and supplemented by incorporating by reference the information contained in the Supplement to the Offer to Purchase dated June 1, 1998 and the Letter to Stockholders from the Chairman of the Company, copies of which are filed as exhibits (a)(5) and (a)(6) hereto. Item 9 is hereby amended and supplemented to add the following:
EXHIBIT NO. DESCRIPTION ------- ----------- (a)(5) Form of Supplement to Offer to Purchase dated June 1, 1998. (a)(6) Letter to Stockholders from the Chairman of the Company.
2 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Aramark Corporation June 1, 1998 /s/ Martin W. Spector By: ----------------------------------- MARTIN W. SPECTOR EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 3 EX-99.1(A)(5) 2 SUPPLEMENT TO OFFER TO PURCHASE DATED JUNE 1, 1998 EXHIBIT 99.1(a)(5) SUPPLEMENT TO OFFER TO PURCHASE FOR CASH BY ARAMARK CORPORATION ALL OUTSTANDING SHARES OF ITS CLASS A COMMON STOCK AT $500.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., PHILADELPHIA TIME, ON JUNE 15, 1998, UNLESS THE OFFER IS EXTENDED. ARAMARK Corporation, a Delaware corporation (the "Company"), has invited its stockholders to tender all outstanding shares of its Common Stock, Class A, par value $0.01 per share (the "Shares"), to the Company at a price of $500.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 1998 and the related Letter of Transmittal (which together, as amended and supplemented by this Supplement, constitute the "Offer"). The Company as a matter of course obtains an appraisal of the fair market value of the Shares as of December 1, March 1, June 1, and September 1 of each year. The most recent appraisal of the fair market value per Share was $377.50, according to an appraisal completed by Houlihan, Lokey, Howard & Zukin Financial Advisors Inc. as of June 1, 1998. See Sections 6 and 7 of the Offer to Purchase. Payment for Shares accepted for payment pursuant to the Offer will be made by check unless a stockholder elects to receive payment by wire transfer. Stockholders electing to receive payment by wire transfer should call the Special Depositary Group (the "Depositary") at (215) 238-3246 no later than three business days prior to the Expiration Date (as defined in the Offer to Purchase) to give the Depositary proper wire instructions. After consummation of the Offer, the Company intends to refinance part of the outstanding borrowings under its Bank Facility (as defined in the Offer to Purchase) through the issuance of debt securities in the public markets, subject to market conditions. The Offer is conditioned upon, among other things, (1) at least 900,000 shares of Class A Common Stock being validly tendered and not withdrawn prior to the expiration of the Offer, and (2) the approval by the Court (as defined in the Offer to Purchase) of the terms of the Stipulation (as defined in the Offer to Purchase). See Sections 6 and 8 of the Offer to Purchase. Stockholders who have previously validly tendered and not properly withdrawn their Shares pursuant to the Offer are not required to take any further action. Except as otherwise set forth in this Supplement, the terms and conditions previously set forth in the Offer to Purchase remain applicable in all respects to the Offer, and this Supplement should be read in conjunction with the Offer to Purchase. THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. June 1, 1998 EX-99.2(A)(6) 3 LETTER TO STOCKHOLDERS FROM CHAIRMAN OF THE COMPANY EXHIBIT 99.2 (a)(6) QUARTER 2 SHAREHOLDER LETTER - May 29, 1998 Dear Shareholder With the close of the second quarter, we have reached the half-way mark for the year which allows us both to reflect on what's past and to assess what the full year might bring. This past quarter's performance was somewhat boosted by differing impacts of holidays compared with the same quarter last year. However, I am pleased to report that our company has shown strong growth. Net new business gained for the first six months was in excess of $200 million, which is over 30% ahead of the same period last year. This is a strong performance and one we can all be proud of, especially as lost business has remained flat for the same period. Included in these wins were Uniform Services gains of Pepsi, Harley Davidson and Sears, Business Services' JP Morgan win, Campus Services' Brandeis University gain and School Support Services with their Atlantic City School District gain. QUARTER II RESULTS Revenues from operations grew to almost $1.6 billion, representing an increase of 9% for the quarter. EBIT grew 8%, to $60 million, while net income increased 20% to $19 million. For comparative purposes, the gain from the sale of Spectrum in the second quarter of last year has been excluded. FOOD & SUPPORT SERVICES The Food & Support Services Group followed up their strong start to the year with another excellent quarter which saw their EBIT climb in excess of 20% on a solid revenue growth of 11%. Domestically each line of business performed well, with especially good gains recorded by Business Services, Campus Services and School Support Services. The group's international businesses also grew strongly with revenues up 6%, and EBIT more than 50% - after taking into account the impact of currency. Spain has turned the corner and is on track to contributing significantly to the international group's performance. Canada, the United Kingdom and Germany continued to perform strongly. Business Week magazine named HSS's SelectService system as one of its 25 best new products for 1997. The system, a new managed services performance solution for hospitals, joined products from Mercedes-Benz, Intel, Toshiba and other leading companies, and was the only managed services product on their list. -2- UNIFORM & CAREER APPAREL Uniform Services, with revenue and EBIT up 7% and 12% respectively, and Gall's, with top and bottom line up 15% and over 50% respectively - continue to drive the performance of this business group, with the latter gaining from an improved product mix and new lines. Revenue for the entire group grew by 6% while EBIT performance was flat compared to the same period last year. El Nino can be blamed for some of WearGuard's woes with the continuation of the mildest winter on record during the quarter which severely curtailed their sales of outerwear. Crest's disappointing performance was exacerbated by a combination of lower than expected margins and lower than anticipated new business gains. EDUCATIONAL RESOURCES This business group grew their top and bottom line a healthy 12%, maintaining their positive momentum. New business wins included the opening of a Daybridge Center to serve a technology business consortium in La Jolla, California, and six new before and after school programs in a Dallas school district. MAGAZINE & BOOK The geographic repositioning of this group was achieved at the end of the first quarter and the second quarter has been spent assimilating the acquired operations and their attendant costs. Unfortunately, we again sustained a loss for the period. We are examining various alternatives to reduce our losses. INCREASING EMPLOYEE OWNERSHIP Most of you are aware of the one-time Tender Offer to outside Class A shareholders which is expected to grow the employee-ownership of ARAMARK from 80% to between 90 and 95%. This offer expires on June 15 and I'll keep you posted on our progress. FOCUS We have had a strong six-month performance. Net new business gains have been very encouraging and we must continue to focus on this area if we are to build on this performance for the balance of the year. I believe we are well positioned to meet our goals for the full year. Our goals accelerate in the second half of the year which makes the task even more challenging - especially with a 52-week year compared with last year's 53-week year. -3- However, most of our business groups are trading well in an economy which remains upbeat. I urge you to accept these challenges and continue to innovatively turn them into opportunities for our customers so that we can jointly share in the rewards. Yours sincerely /s/ Joe Neubauer Joe Neubauer -----END PRIVACY-ENHANCED MESSAGE-----