Unassociated Document

0001144204-06-019567.txt : 20060511 0001144204-06-019567.hdr.sgml : 20060511 20060511170644 ACCESSION NUMBER: 0001144204-06-019567 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060501 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 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: JPMP CAPITAL CORP CENTRAL INDEX KEY: 0001330534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831009 BUSINESS ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-899-3900 MAIL ADDRESS: STREET 1: 1221 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JPMP MASTER FUND MANAGER L P CENTRAL INDEX KEY: 0001243235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831010 BUSINESS ADDRESS: STREET 1: JP MORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212 899-3400 MAIL ADDRESS: STREET 1: C/O JPMORGAN PARTNERS LLC STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FL. CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JP MORGAN PARTNERS BHCA LP CENTRAL INDEX KEY: 0001106607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08827 FILM NUMBER: 06831011 BUSINESS ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2128993400 MAIL ADDRESS: STREET 1: J.P. MORGAN PARTNERS STREET 2: 1221 AVENUE OF THE AMERICAS 40TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: CHASE EQUITY ASSOCIATES LLC DATE OF NAME CHANGE: 20000214 3 1 v042669_ex.xml X0202 3 2006-05-01 1 0000757523 ARAMARK CORP RMK 0001106607 JP MORGAN PARTNERS BHCA LP C/O J.P. MORGAN PARTNERS, LLC 1221 AVENUE OF THE AMERICAS, 40TH FLOOR NEW YORK NY 10020 0 0 0 1 See Exhibits 99 and 99.1 0001243235 JPMP MASTER FUND MANAGER L P C/O JPMORGAN PARTNERS LLC 1221 AVENUE OF THE AMERICAS 40TH FL. NEW YORK NY 10020 0 0 0 1 See Exhibits 99 and 99.1 0001330534 JPMP CAPITAL CORP 1221 AVENUE OF THE AMERICAS 39TH FLOOR NEW YORK NY 10020 0 0 0 1 See Exhibits 99 and 99.1 See Exhibit 99 J.P. MORGAN PARTNERS (BHCA), L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P., /s/ Jeffrey C. Walker 2006-05-01 J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P., /s/ Jeffrey C. Walker 2006-05-01 JPMP MASTER FUND MANAGER, L.P., /s/ Jeffrey C. Walker, President 2006-05-01 JPMP GLOBAL INVESTORS, L.P., /s/ Jeffrey C. Walker, President 2006-05-01 JPMP CAPITAL CORP., /s/ Jeffrey C. Walker, President 2006-05-01 EX-99 2 v042669_ex99.htm Unassociated Document

Exhibit 99

Explanation of Responses:

(1)

This Form 3 is being filed by (i) J.P. Morgan Partners (BHCA), L.P., a limited partnership organized under the laws of Delaware (“JPMP (BHCA)”), (ii) J.P. Morgan Partners Global Investors, L.P., a limited partnership organized under the laws of Delaware (“JPMP Global”), (iii) J.P. Morgan Partners Global Investors A, L.P., a limited partnership organized under the laws of Delaware (“JPMP Global A”), (iv) J.P. Morgan Partners Global Investors (Cayman), L.P., a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman”), (v) J.P. Morgan Partners Global Investors (Cayman) II, L.P. a limited partnership organized under the laws of the Cayman Islands (“JPMP Cayman II”), (vi) J.P. Morgan Partners Global Investors (Selldown), L.P., a limited partnership organized under the laws of Delaware (“JPMP Selldown”), (vii) J.P. Morgan Partners Global Investors (Selldown) II, L.P., a limited partnership organized under the laws of Delaware (“JPMP Selldown II”), (viii) JPMP Master Fund Manager, L.P., a limited partnership organized under the laws of Delaware (“JPMP Master Fund”), (ix) JPMP Global Investors, L.P., a limited partnership organized under the laws of Delaware (“JPMP Investors”) and (x) JPMP Capital Corp., a corporation organized under the laws of New York (“JPMP Capital Corp.” and collectively with JPMP (BHCA), JPMP Global, JPMP Global A, JPMP Cayman, JPMP Cayman II, JPMP Selldown, JPMP Selldown II, JPMP Master Fund and JPMP Investors, the “Reporting Persons”).

On May 1, 2006, Joseph Neubauer, the Chairman of the Board of Directors and Chief Executive Officer of ARAMARK Corporation, a corporation organized under the laws of Delaware (the “Issuer”), delivered a letter to the Board of Directors of the Issuer in which it was proposed that the Reporting Persons, together with investors that are expected to include Mr. Neubauer and funds managed by GS Capital Partners, Thomas H. Lee Partners and Warburg Pincus LLC (the “Non-JPMP Investors” and collectively with the Reporting Persons 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 Issuer’s Class A Common Stock and Class B Common Stock, other than any shares held by any of the Investors and members of the Issuer’s senior management team that are to be invested in the transaction (the “Proposal”). As a result of the Proposal the Investors and certain of their affiliates 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 Issuer's Class A Common Stock and Class B Common Stock of the Issuer.

By reason of the provisions of Rule 16a-1 of the Exchange Act, the Reporting Persons may be deemed to be the beneficial owners of any securities that may be deemed to be beneficially owned by the Non-JPMP Investors. Each of the Reporting Persons disclaims beneficial ownership of all shares of Issuer's Class A Common Stock and Class B Common Stock, including any such shares beneficially owned by the Non-JPMP Investors. This Form 3 shall not be deemed an admission that any Reporting Person is a beneficial owner of any shares of Issuer's 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-99.1 3 v042669_ex99-1.htm Unassociated Document

JPMP BHCA/ARAMARK Corporation Exhibit 99.1

Name and Address of Reporting Person⁽¹⁾	Designated Reporter⁽¹⁾	Date of Event Requiring Statement	Issuer Name, Ticker or Trading Symbol	Title and Amount of Security	Title of Derivative Securities and Title and Amount of Securities Underlying Derivative Securities	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership	Disclaims Pecuniary Interest
J.P. Morgan Partners Global Investors, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
J.P. Morgan Partners Global Investors A, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
J.P. Morgan Partners Global Investors (Cayman), L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
J.P. Morgan Partners Global Investors (Cayman) II, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
J.P. Morgan Partners Global Investors (Selldown), L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
J.P. Morgan Partners Global Investors (Selldown) II, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
JPMP Master Fund Manager, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas - 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
JPMP Global Investors, L.P. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas-40^th Floor New York, New York 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes
JPMP Capital Corp. c/o J.P. Morgan Partners, LLC 1221 Avenue of the Americas - 40th Floor New York, NY 10020	J.P. Morgan Partners (BHCA), L.P.	May 1, 2006	ARAMARK Corporation (“RMK”)	Not Applicable	Not Applicable	Not Applicable	Not Applicable	Yes

Explanatory Note:

(1)	The Designated Reporter is executing this report on behalf of all Reporting Persons, each of whom has authorized it to do so. Each of the Reporting Persons disclaims beneficial ownership of the Issuer’s securities to the extent it exceeds such Reporting Person’s pecuniary interest.