CANADA
ISPO 1997
ARAMARK CORPORATION
CANADIAN SUPPLEMENT TO
ISPO PROSPECTUS
Dated December 1, 1997
This supplement addresses significant aspects of the ARAMARK Ownership
Program and Installment Stock Purchase Opportunities granted thereunder that
apply to Canadian-resident employees of Versa Services Ltd.
----------------------
The following sections of the Prospectus are amended by this
Supplement:
Questions and Answers on pages 5 - 13
Income Tax Considerations on pages 16-17 Exercise
Forms and Instructions in ISPO Prospectus on Page B-1
----------------------
If you have any questions concerning the Program, you should call any
of the individuals or the automated Shareholder Information Service listed on
page 4 of the Prospectus.
----------------------
The date of this Prospectus Supplement is December 1, 1997
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is not intended to be a complete statement of
the Canadian federal income tax consequences of the granting and exercise of
purchase opportunities pursuant to the Plans or the disposition of Class B
shares acquired upon exercise of such purchase opportunities. Because of the
complexities of the Canadian income tax law, offerees are urged to consult
their own tax advisors.
This summary applies to employees of Versa Services Ltd. who are
resident in Canada, who hold the purchase opportunities and Class B shares as
capital property and who deal at arm's length with Versa Services Ltd. and
ARAMARK for the purposes of the Income Tax Act (Canada), as amended.
With respect to the purchase opportunities, ARAMARK understands that,
under current Canadian federal income tax laws: (i) no income will be
recognized by the employee at the time of grant; (ii) upon exercise of a
purchase opportunity, the employee must treat as a taxable benefit from
employment, any excess of the fair market value on the date of exercise of the
Class B shares received on the exercise of a purchase opportunity over the
exercise price of the purchase opportunity; (iii) the employee may deduct
one-quarter of the benefit in computing taxable income; and (iv) the adjusted
cost base of the Class B shares acquired on the exercise of the purchase
opportunity will be equal to the exercise price plus the amount of the taxable
benefit realized. The adjusted cost base of the Class B shares will be
computed in Canadian dollars, using the Canada-U.S. exchange rate prevailing
on the date of exercise. The adjusted cost base of all Class B shares received
on the exercise of a purchase opportunity will then be averaged with the
adjusted cost base of other Class B shares owned by the employees; and (v) on
a subsequent disposition of the Class B shares, the amount by which the
proceeds of disposition exceed (or are exceeded by) the adjusted cost base of
the Class B shares, plus any costs of disposition, will be treated as capital
gain (or capital loss) of the employee.
If Class B shares are first disposed of by the employee to raise the
cash to exercise purchase opportunities, the same tax consequences as set out
above will apply. In addition, the employee will realize a capital gain (or
capital loss) equal to the amount by which the proceeds of disposition of the
Class B shares exceed (or are exceeded by) the adjusted cost base of the
disposed shares, plus any costs of disposition.
ARAMARK understands that tendering Class B shares already owned by the
holder of a purchase opportunity in order to exercise such purchase
opportunity (a "stock-for-stock exercise," so called) would not be considered
a disposition of such previously acquired shares and therefore would not
result in the recognition of capital gain or loss by the employee. An employee
electing to make a stock-for-stock exercise: (i) will be considered to have
realized a taxable benefit equal to any excess of the fair market value on the
date of exercise of the new Class B shares acquired over the exercise price of
the purchase opportunity (the fair market value of the old Class B shares
tendered); (ii) the employee may deduct one-quarter of the benefit in
computing taxable income; (iii) the adjusted cost base of the Class B shares
acquired on the exercise of the purchase opportunity will be equal to the
adjusted cost base of the old Class B shares plus the amount of the taxable
benefit realized (plus the amount of any cash paid on the stock-for-stock
exercise of the purchase opportunity). The adjusted cost base of the Class B
shares will be computed in Canadian dollars, using the Canada-U.S.
exchange rate prevailing on the date of
S-2
exercise. The adjusted cost base of all Class B shares received on the
exercise of a purchase opportunity will then be averaged with the adjusted
cost base of other Class B shares owned by the employee; and (v) on a
subsequent disposition of the Class B shares, the amount by which the proceeds
of disposition exceed (or are exceeded by) the adjusted cost base of the Class
B shares plus any costs of disposition, will be treated as a capital gain (or
capital loss) of the employee.
ARAMARK further understands that it is the administrative position of
Revenue Canada, Customs, Excise & Taxation ("Revenue Canada") that a taxable
benefit recognized upon the exercise of a purchase opportunity is not subject
to tax withholding. The Company will report to Revenue Canada the amount of
the taxable benefit generated by the exercise of a purchase opportunity, and
the employee is required to report that amount in his/her income tax return.
If payment of a portion of the exercise price is deferred under the
Deferred Payment Program, the interest paid at the time of making the deferred
payment may be deductible during the year the interest is paid. Employees are
urged to discuss this matter as well with their own tax advisors.
S-3
QUESTIONS AND ANSWERS
The following questions and answers have changed from those in the
original Prospectus to reflect the application of Canadian federal income tax
laws and Canadian securities laws:
14. Q: How do I purchase shares of Common Stock?
A: To exercise an installment of your purchase opportunity and
purchase shares, you must deliver to the Company, at the
address which appears on the exercise form included in this
Prospectus Supplement, (1) your completed exercise form and
(2) payment of the aggregate purchase price.
The aggregate purchase price is payable in U.S. dollars.
15. Q: How do I make payment for the purchase price?
A: You may be eligible to use a combination of any of the
following means to pay for the aggregate purchase price upon
exercise of your purchase opportunity:
(1) the ARAMARK Deferred Payment Program for up to 3/4 of the
purchase price, (2) the sale of Class B shares, (3) the use of
Class B shares that you currently own in a stock-for-stock
exercise for up to the purchase price, and (4) by personal
cheque or bank draft in U.S. dollars.
17. Q: Will the Company report to Revenue Canada the taxable benefit
(if any) that I realize upon the exercise of my purchase
opportunity?
A: Yes. Any taxable income will be reported on a T-4 form for the
year in which the purchase occurs. The purchase occurs at the
time your completed exercise form and your purchase price
payment are received by the Company. For example, if your
exercise form and purchase price payment for the appropriate
installment are received by the Company in December 1997, the
taxable income will be reported on a T-4 form for 1997; and if
they are received in January 1998, the taxable benefit will be
reported on a T-4 form for 1998. You may wish to consult with
your tax advisor when considering the time, within an
installment exercise period, to exercise a purchase
opportunity.
18. Not Applicable.
25. Q: How much of the purchase price payment may I defer under the
Deferred Payment Program?
A: You may defer payment of up to 3/4 of the purchase price for
the qualifying shares you are purchasing, but only for the
fourth, fifth and sixth installment of your ISPO.
31. Q: What are the anticipated Canadian income tax consequences to
me for participation in the Deferred Payment Program?
A: The tax consequences of exercising your stock purchase
opportunity installment will not change. Generally, under
current Canadian law, the interest would be deductible in the
year the interest is paid.
S-4
34. Q. What are the tax consequences if I sell Class B shares to
raise cash to exercise my purchase opportunity?
A. The sale of Class B shares is a taxable event. For a
discussion of the tax treatment accorded sales of Class B
shares, see "Canadian Federal Income Tax Considerations" in
this Supplement. The tax consequences of selling Class B
shares is not affected by whether or not you use the proceeds
of such sale to exercise other purchase opportunities. Taxes
due from the sale of shares must be paid in addition to the
taxes due on the exercise of purchase opportunities. Again,
you are urged to discuss your particular situation with your
tax advisor.
37. Q: What are the tax consequences if I use the stock-for-stock
exercise method?
A: There will be no capital gain or loss on the disposition of
the old shares. The tax cost of the new shares you receive on
the exercise will be equal to the tax cost of the old shares
plus the amount of the taxable benefit included in your income
in respect of the new shares (plus any other cash you pay
towards the purchase price). This tax cost is then averaged
with the tax cost of other Class B shares held by the
employee.
40. Q: How much of the purchase price can be paid using the
stock-for-stock exercise method?
A: You may use the stock-for-stock exercise method to cover up
to, but not more than, the exercise price. For example, if the
exercise price for 100 shares is U.S. $8.25 per share, or U.S.
$825.00, and the Appraisal Price is U.S. $20.00 per share,
then you may use 41 shares that you currently own in the
stock-for-stock exercise method to pay U.S. $820.00 of the
exercise price, with the balance of U.S. $5.00 being paid
through the other available methods. You may not use 42
shares, because 42 times U.S. $20.00 (or U.S. $840.00)
exceeds the exercise price of U.S. $825.00.
44. Q: Can I have the shares registered jointly in my name and my
spouse's name?
A: To register Class B shares as joint tenants in your name and
your spouse's name you must first transfer the Class B shares
to such joint holding following exercise of the ISPO by you.
Canadian securities laws generally do not permit a trade of
Class B shares by Canadian-resident holders. However, the
Company has obtained relief from each of the Ontario and
Quebec Securities Commissions from restrictions on transfer
that otherwise would apply. The relief granted by the
Commissions permits Employees to transfer Class B shares to
prescribed groups of persons, including their spouse (see
Question 48). To register Class B shares in the names of you
and your spouse as joint tenants, both you and your spouse
must sign the exercise form. (Introduction to the
Stockholders' Agreement.)
48. Q: May I transfer my shares of Common Stock for estate or tax
planning purposes?
A: Canadian securities laws generally do not permit trades of
Class B shares by Canadian-resident holders. The Company has
obtained certain relief from each of the Ontario and Quebec
Securities Commissions from restrictions on transfer that
otherwise would apply. The relief granted by the Ontario
Securities Commission permits Ontario-resident employees and
senior officers of Versa Services Ltd. and its subsidiaries
(collectively called "Employees") to transfer Class B shares
only to
S-5
"Eligible Persons" provided it is done in compliance
with the Stockholders' Agreement. Subsequent transfers of
Class B shares are similarly restricted to other Eligible
Persons. "Eligible Persons" are: (i) spouses of Employees,
(ii) minor children of Employees, (iii) corporations
controlled by Employees and/or their spouses where the
Employee is an officer and director of the corporation and
where all the shares of the corporation are owned at all times
by any combination of the Employee, the spouse of the Employee
and children of the Employee and/or the children of the
Employee's spouse or the respective offspring of the children
of the Employee, (iv) trusts where all the beneficiaries are
any combination of the Employee, the spouse of the Employee,
the children of the Employee and/or children of the Employee's
spouse and the offspring of the children of the Employee, and
where at least one of the trustees is the Employee, and (v)
registered retirement savings plans of the Employee or
Eligible Person and/or personal holding corporations of the
Employee or Eligible Persons. The relief granted by the Quebec
Securities Commission permits Quebec-resident holders of Class
B shares to transfer Class B shares in accordance with the
Stockholders' Agreement. Pursuant to the Stockholders'
Agreement, you may transfer your Class B shares for estate or
tax planning purposes as gifts to your spouse, child,
grandchild or parent or a trust for the benefit of any of them
or to a qualifying charitable organization. Pursuant to the
Stockholders' Agreement, you may also make other transfers to
your family members, their trusts or other entities if the
transfer is approved by the Company's Board of Directors.
(Section 3.01)
54. Q: Will I be able to sell shares back to the Company?
A: Yes. Primarily, you will be able to sell your Class B shares
to the Company in the internal market. Secondly, the Company
provides an Emergency Buyback Program to accommodate certain
limited instances when unanticipated emergencies arise. The
Company anticipates that the combination of the internal
market and the emergency buyback program should provide
adequate liquidity to all management investors on an orderly
and equitable basis. The Company also provides an
offer-to-sell procedure for the Class B shares that could be
utilized. These three methods for realizing liquidity are
described more fully in the Prospectus (see Questions 56, 57,
and 58). Of course, the ability of the Company to repurchase
any shares is subject to the Company's continued strong
operating and financial performance. (Section 3.03)
The purchase price will be payable in U.S. dollars. Since the
shares are valued in U.S. dollars and are purchased and sold
in U.S. dollars, the currency exchange risk is borne by the
employee investing.
58. Q: Will I be able to sell my Class B shares in any other way?
A: The anticipated normal procedure for selling Class B shares is
through the internal market. However, you could also offer a
portion of your Class B shares to the Company at the current
Appraisal Price of the Common Stock. The Canadian securities
laws generally do not allow any sale of shares other than
sales back to the Company. However, as described under
Question 54 above, the Company has obtained certain relief
from Canadian securities laws that would permit, in the case
of Ontario-resident Employees, a sale of Class B shares to
Eligible Persons and, in the case of Quebec-resident holders
of Class B shares, a sale of Class B shares to a third party,
provided that: (i) those Class B shares were not purchased by
the Company, (ii) the transfer to such Eligible Person, in the
case of Ontario-residents, and to such third party, in the
case of Quebec-residents, takes place
S-6
within 90 days of the offer to the Company, (iii) such transfer
takes place on the same terms offered to the Company, and (iv)
such Eligible Person or third party transferee, as the case may
be, agrees to abide by all the terms of the Stockholders'
Agreement (see Question 50 and Section 4 of the Stockholders'
Agreement).
Upon termination for any reason, subject to the Company's right
to Call your Class B shares (see Question 59), you could offer
to sell your Class B shares as described above.
70. Q: What are the terms of the installment notes?
A: The Stockholders' Agreement provides for the following terms
for the installment notes. Annual cash payments will equal the
least of 10% of the principal, U.S. $100,000 or your highest
base salary. At the end of the 10th year following
termination, any remaining balance on the notes will be paid
in cash. Interest will be paid semi-annually and the rate will
be fixed at the U.S. Applicable Federal Rate which currently
varies approximately from 5.60% to 6.21% depending upon the
term of the note. (Section 1.08) The interest is subject to a
withholding tax of 15%, which can be claimed as a foreign tax
credit or deducted on your tax return.
72. Q: If the Company purchases my Class B shares using, in part, an
installment note, will I have to pay tax on the entire gain in
the first year?
A: Generally, no. The purchase using a note usually will qualify
for installment treatment under the Canadian income tax laws.
You should be able to recognize the taxable gain in proportion
to the cash payments of principal you will receive over the
years if you file Revenue Canada form T2017 with your tax
returns, but at a minimum you must recognize one fifth of the
gain each year for five years. You should consult with your
tax advisor to determine if installment sale treatment is
advantageous to you and how you should report it on your tax
returns.
73. Q: How will the Canadian/U.S. dollar exchange rate affect my
participation in the plan?
A: The shares of ARAMARK stock are valued in U.S. dollars and you
will need to pay for your stock in U.S. dollars.
Any taxable benefit in the year of purchase will be
calculated on the Canadian dollar equivalent of excess of
the Appraisal Price at exercise over the grant price.
74. Q: Is there any Canadian/U.S. dollar exchange risk?
A: Yes, there is an exchange risk representing the change in the
Canadian dollar as compared to the U.S. dollar between the
date of purchase of the stock and the sale of the stock. If
the Canadian dollar weakens as compared to the U.S. dollar,
you stand to gain. If the Canadian dollar strengthens as
compared to the U.S. dollar, you may lose.
S-7
GENERAL INSTRUCTIONS TO FORMS--ISPO -- B-1
In this section, you will find the forms that you will need in order to
complete all of your stock-related transactions. Several copies of each form
have been included. These forms have been color-coded for ease of reference. As
you complete the forms, have the following materials handy, as you will need to
transfer information from them onto the form(s):
o Certificate of Grant--if you are exercising the first installment of a grant.
o Ownership Statement
We urge you to carefully read this Prospectus, as well as all of the other
materials you have received, so that you will be fully informed of the terms
and conditions of the stock purchase program and the payment options available
to you.
- ------------------------------------------------------------------------------------------------------------------------------------
There are up to four ways to finance your stock purchase under the Program. Of course, you may choose to utilize a combination of
the methods listed below.
- ------------------------------------------------------------------------------------------------------------------------------------
DEFERRED INTERNAL STOCK-FOR-
CASH PAYMENT MARKET STOCK
- ------------------------------------------------------------------------------------------------------------------------------------
Who Is All grant holders. Those exercising the 4th, 5th, All owners who have held Those exercising the 4th
Eligible? or 6th installments of a grant. shares at least 6 months 5th, or 6th installments
from purchase or from of a grant. Those with
stock-for-stock exchange three or more
date. exercisable
Installment Stock
Purchase
Opportunity grants can
use for any installment
---
- ------------------------------------------------------------------------------------------------------------------------------------
What Is It? Payment in full at Postponing payment of up to Selling shares back to the Exchanging shares you
the time of 75% of your purchase amount. company and applying all or own (at the current
exercise. (Interest, due at the end of part of the proceeds toward appraisal price), for
the deferral period, will be the purchase of more shares. new ones (at your grant
charged.) exercise price.
- ------------------------------------------------------------------------------------------------------------------------------------
THE FOLLOWING CHART LISTS THE FORMS TO BE COMPLETED AND RETURNED ACCORDING TO THE
INSTRUCTIONS AT THE BOTTOM OF THE PAGE.
- ------------------------------------------------------------------------------------------------------------------------------------
FOR THIS TRANSACTION . . . COMPLETE AND SUBMIT THESE FORMS . . . AND ALSO SEND IN . . .
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Stock
Payment Internal Certificates or
Obligation(1) Market Your Check Confirmation
(Beige) - On Worksheet/ Stock-For- Payable To Statements
Exercise Reverse Of Request Stock ARAMARK For Shares
Form(1) Exercise Form(2) Worksheet For Any To Be Sold Or
(Beige) Form (Green) (Gray)(2) Balance Exchanged
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Exercise (Purchase) X X
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Payment X X X
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Sale(3) (If applied to purchase) X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
Stock-For-Stock Exercise X X X X
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Complete a separate form for each exercise.
(2) For multiple transactions, compile onto one form per registered owner.
(Note: If shares are held jointly in your and your spouse's names, that
is considered as one owner.
(3) If you are not applying proceeds toward a purchase, only submit the
Internal Market form and the Stock Certificate(s) (or Confirmation
Statement) for the shares you are selling.
U.S. EMPLOYEES and EMPLOYEES in countries other than Germany, Belgium and
United Kingdom: Send this completed form and your check, made payable to
ARAMARK Corporation, in U.S. currency to: First Union National Bank, N.A.,
Shareholder Services Group, P.O. Box 13675, Philadelphia, PA 19101-9024 or 123
South Broad Street, MCPA1328, Philadelphia, PA 19109. You may wish to use the
enclosed postage-paid return envelope. Be sure to mail your materials far
enough in advance to reach the Shareholder Services Group by the deadline of
January 15, 1998.
EMPLOYEES in Germany, Belgium or United Kingdom: If you live in Germany,
Belgium or the United Kingdom, send this completed form and your check to your
Human Resources Department by January 9, 1998. Your check should be in your
own country's currency, payable to ARAMARK Corporation.
Cumulative ISPO
EXERCISE FORM -- See General Instructions, page B-1
SECTION I - WORKSHEET
- -------------------------------- ----------------------------------------------
DETERMINING YOUR COST FOR SHARES Note: Calculations are done in U.S. Dollars*
- -------------------------------- ----------------------------------------------
DEFINITION SOURCE
- ---------- ------
1 Grant Date ...................................................... Ownership Statement................................ 1
-------
2 This Year's Installment Number .................................. Ownership Statement................................ 2
-------
3 Number of Shares Now Exercisable ................................ Ownership Statement................................ 3
-------
4 Exercise Price Per Share ........................................ Ownership Statement................................ 4 $
-------
5 Number of Shares You Want To Exercise............................ Minimum 100 - Maximum can't exceed Line 3 ........ 5
-------
6 Total Cost of Shares ..................................... Line 4 x Line 5 ................................... 6 $
-------
- ---------------------------------------------------------------------
CALCULATING YOUR TAX WITHHOLDINGS, APPLICABLE TO U.S. BASED EMPLOYEES
- ---------------------------------------------------------------------
7 Appraisal Price Per Share .......................................................................................... 7 $24.90
-------
8 Appraisal Price x Shares Exercised ............................ Line 5 x Line 7 .................................... 8 $
-------
9 Total Appreciation Subject To Taxes ........................... Line 8 - Line 6 .................................... 9 $
-------
10 Total Withholding Tax Due At Purchase(38%) .................... Line 9 x .38........................................ 10 $
-------
11 Total Amount Due ........................................ Line 6 + Line 10.................................... 11 $
-------
- --------------------------------------------------------------------------------
DETERMINING YOUR DEFERRAL -- INSTALLMENTS 4, 5 OR 6 ONLY - ALSO COMPLETE REVERSE
- --------------------------------------------------------------------------------
12 Maximum Amount Eligible To Be Deferred ........................ Line 11 x .75 for Installments 4, 5, or 6 .......... 12 $
-------
13 Payment Amount You Want To Defer(also complete reverse side)... Can't exceed Line 12 - Enter "0" if no deferral .... 13 $
-------
14 Balance After Deferral ........................................ Line 11 - Line 13 .................................. 14 $
-------
- ----------------------------
EXCHANGING OR SELLING SHARES
- ----------------------------
15 Number Of Shares Exchanged .................................... Line 6 of gray Stock-For-Stock Worksheet ........... 15 $
-------
16 Appraisal Price x Shares Exchanged............................. Line 7 of gray Stock-For-Stock Worksheet ........... 16 $
-------
17 Proceeds From Internal Market - Enclose certificates
and green worksheet ........................................ Lines 5 a-e of green Internal Market Worksheet ..... 17 $
-------
- ----------------
EXERCISE SUMMARY
- ----------------
18 Total Cash Due -- Send Check For This Amount in U.S. Dollars* . Line 14 - Line 16 - Line 17 ....................... 18 $
-------
19 Shares Exercised .............................................. Line 5 ............................................ 19
-------
20 Shares Exchanged - Enclose certificates and gray worksheet .... Line 15 ........................................... 20
-------
21 Number of New Shares Acquired ................................. Line 19 - Line 20 ................................. 21
-------
* Employees in Germany, Belgium or United Kingdom will need to convert this
amount to their own country's currency. See mailing instructions below.
SECTION II - REGISTRATION AND SIGNATURES
Shares must be registered initially either in your name or in the names of
you and your spouse, as joint tenants. If shares are to be registered jointly
in the names of both you and your spouse, you must print both names below,
enter your Social Security number, if applicable, and you both must sign. If
you are deferring payment, you (and your spouse, if applicable) must also
complete and sign the reverse side. Your shares will be registered to the
address to which the Prospectus containing the exercise form was mailed. If
you have moved or the address is otherwise incorrect, please complete and
return the blue Address Change Card.
I/We hereby represent, warrant, and agree as follows:
A. I/We have received and read copies of (a) the Prospectus dated December 1,
1997, including the Amended and Restated Stockholders' Agreement and (b)
ARAMARK's annual report on Form 10-K.
B. I/We have full power and authority to enter into the Amended and Restated
Stockholders' Agreement.
C. By signing below, I/We hereby execute and deliver and agree to be bound by
the Amended and Restated Stockholders' Agreement.
D. I/We will, upon request, execute any additional documents necessary or
desirable for me/us to become a party to the Amended and Restated
Stockholders' Agreement.
Print Name(s) Signature(s) Social Security Number Date
- ----------------------------- ---------------------------- ------------------------------ ---------------
- ----------------------------- ---------------------------- ------------------------------ ---------------
Home Phone #: Business Phone #: Business Unit: Component #:
-------------- -------------------- ------------------ --------------
MAILING INSTRUCTIONS:
U.S. EMPLOYEES and EMPLOYEES in countries other than Germany, Belgium and
United Kingdom: Send this completed form and your check, made payable to
ARAMARK Corporation, in U.S. Currency to: First Union National Bank, N.A.,
Shareholder Services Group, P.O. Box 13675, Philadelphia, PA 19101-9024 or 123
South Broad Street, MCPA1328, Philadelphia, PA 19109. You may wish to use the
enclosed postage-paid return envelope. Be sure to mail your materials far
enough in advance to reach the Shareholder Services Group by the deadline of
January 15, 1998.
EMPLOYEES in Germany, Belgium or United Kingdom: If you live in Germany,
Belgium or the United Kingdom, send this completed form and your check to your
Human Resources Department by January 9, 1998. Your check should be in your
own country's currency, payable to ARAMARK Corporation.
For Transfer Agent Check Number Check Amount $
---------------- ------------------------
use only: Account # Deferred Amount $ Shares Exchanged
-------------------- --------------------- ---------------
Expiration: 1/15/98
Cumulative ISPO
SECTION I -- INTERNAL MARKET SALE REQUEST FORM
Use one form per registered owner.
INSTRUCTIONS: In this Section, you will be listing the certificate(s) or
confirmation statement(s) that you are enclosing, and indicating the number of
shares listed on each, and the number of shares you would like to sell.
NAME (PLEASE PRINT) ACCOUNT OR SOCIAL SECURITY NUMBER
- ----------------------------------------- ----------------------------------
- ----------------------------------------- ----------------------------------
----------------------------------------------
SALE OF COMMON SHARES -- CLASS B
----------------------------------------------
NO. OF SHARES NO. OF SHARES TO
CERTIFICATE/ SHOWN ON THIS BE SOLD FROM THIS
LINE STATEMENT LINE CERTIFICATE/ LINE CERTIFICATE/
NO. NUMBER ENCLOSED NO. STATEMENT NO. STATEMENT
--- --------------- --- --------- --- ---------
1a 1a 1a
--------- --------------------------- -------- -------------------------- -------- --------------------------
1b 1b 1b
--------- --------------------------- -------- -------------------------- -------- --------------------------
1c 1c 1c
--------- --------------------------- -------- -------------------------- -------- --------------------------
1d 1d 1d
--------- --------------------------- -------- -------------------------- -------- --------------------------
1e 1e 1e
--------- --------------------------- -------- -------------------------- -------- --------------------------
1f 1f 1f
--------- --------------------------- -------- -------------------------- -------- --------------------------
1g 1g 1g
--------- --------------------------- -------- -------------------------- -------- --------------------------
1h 1h 1h
--------- --------------------------- -------- -------------------------- -------- --------------------------
1i 1i 1i
--------- --------------------------- -------- -------------------------- -------- --------------------------
1j 1j 1j
--------- --------------------------- -------- -------------------------- -------- --------------------------
TOTAL SHARES TO BE
SOLD
(COPY 1l TO LINE 1 ON
TOTAL SHARES REVERSE SIDE)
SHOWN
- -------------------------------------- ----------------------------------- -------- --------------------------
1k TOTAL SHARES 1k 1l
(ADD 1a - 1j IN EACH COLUMN)
- -------------------------------------- -------- ----------------------------------- -------------------------
TOTAL COMMON SHARES LEFT
OVER (1k MINUS 1l) 1m
- -------------------------------------- -------- -----------------------------------
Note: Shares used in a stock-for-stock exchange or purchased within prior six
(6) months cannot be sold. If shares to be sold are pledged under a prior
Deferred Payment Obligation, Lines 4a, b, and c on front of form must also be
completed.
Complete Sections II and III on reverse side of this form.
EXPIRATION: 1/15/98
(Please see reverse.)
Cumulative ISPO
SECTION II -- INTERNAL MARKET WORKSHEET -- See General Instructions, p. B-1
PLEASE COMPLETE THE REVERSE SIDE FIRST. (Use one form per registered owner.)
- --------------------------------------
SALE OF COMMON SHARES
- --------------------------------------
1 Number of Common Shares to be Sold (Section I, Line 1l):......................................... 1
------
2 Sale Price Per Common Share (December 1, 1997 appraisal price):.................................. 2 $24.90
------
3 Total Sale Price of Common Shares (Line 1 x Line 2).............................................. 3 $
------
Note: If shares to be sold are pledged under a prior Deferred Payment Obligation, Lines 4a, b, and c must also be
completed.
- --------------------------------------------------
DISTRIBUTION OF TOTAL PROCEEDS
- --------------------------------------------------
4 Amount to be Applied to Pay Off Related Deferred Payment Obligation* (write "N/A" if not applicable)
(a) Principal Due:.............................................................................. 4(a) $
------
(b) Accrued Interest Due:....................................................................... 4(b) $
------
(c) Total Deferred Payment Due (Line 4a + Line 4b):............................................. 4(c) $
------
5 Amount to be Applied to Current Exercise (if applicable)
(a) Grant Date:__________....................................................................... 5(a) $
------
(b) Grant Date:__________....................................................................... 5(b) $
------
(c) Grant Date:__________....................................................................... 5(c) $
------
(d) Grant Date:__________....................................................................... 5(d) $
------
(e) Grant Date:__________....................................................................... 5(e) $
------
(f) Total (Lines 5a + 5b + 5c + 5d + 5e):....................................................... 5(f) $
------
6 Cash Back to You (Line 3 minus Line 4c minus Line 5f):........................................... 6 $
------
7 Total Distribution (Line 4c + Line 5f + Line 6) - Total must equal Line 3:....................... 7 $
------
SECTION III -- INTERNAL MARKET REQUEST FORM
- --------------------
SIGNATURES
- --------------------
By signing below, you are offering to sell to ARAMARK the shares indicated in
Line 1, subject to the terms and conditions of the Internal Market. You also
are acknowledging that: you have full authority to sell the shares; you have
received and read Form 10-K for fiscal 1997; you are under no obligation to
sell; and the offer price is the most recent appraisal price, reflecting the
shares' current lack of marketability and is less than it would be if the
shares were publicly traded. The Board reserves the right to reduce on a pro
rata basis the number of Class B shares sold by all management owners in the
Internal Market, depending upon the overall number of Class B shares submitted
to the Company for sale. Subject to complying with applicable laws and
regulations (including SEC Rule 13e-3), the Company will not repurchase shares
of Class B Common stock from any stockholder if the repurchase causes such
shares to be held of record by less than 300 holders. Please sign below
exactly as your name(s) appear on the stock certificate(s).
Print Name(s) Social Security or Account Number(s)
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- ------------------------------------- ---------------------------------------
Signature(s) Date
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- ------------------------------------- ---------------------------------------
- ----------------------------------
DELIVERY ADDRESS(ES)
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Send Check For Net Sale Proceeds To: Send Stock Certificate(s)** To:
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* Call the ARAMARK Shareholder Services Group at 1-888-96-OWNER to obtain
the exact amounts of Principal Due and Accrued Interest Due.
** In cases where the number of shares on the stock certificate(s) or
confirmation statement(s) you are submitting exceeds the number of shares
you are selling, a certificate for the balance will be sent to you upon
request, by indicating an address above. If your shares are pledged to an
outside lender, the lender may require that the stock certificate for
unsold shares be returned to the lender.
U.S. EMPLOYEES and EMPLOYEES in countries other than Germany, Belgium and
United Kingdom: Send this completed form and, if applicable, your check, made
payable to ARAMARK Corporation, in U.S. Currency to: First Union National
Bank, N.A., Shareholder Services Group, P.O. Box 13675, Philadelphia, PA
19101-9024 or 123 South Broad Street, MCPA1328, Philadelphia, PA 19109. You
may wish to use the enclosed postage-paid return envelope. Be sure to mail
your materials far enough in advance to reach the Shareholder Services Group
by the deadline of January 15, 1998.
EMPLOYEES in Germany, Belgium or United Kingdom: If you live in Germany,
Belgium or the United Kingdom, send this completed form and, if applicable,
your check to your Human Resources Department by January 9, 1998.
EXPIRATION: 1/15/98
Cumulative ISPO
STOCK-FOR-STOCK WORKSHEET -- See General Instructions, p. B-1
Note: Stock-for-stock transactions are available for Installments 4, 5, or
6, OR for any installment if you have 3 or more exercisable Installment Stock
Purchase Opportunity Grants. (Use one form per registered owner.)
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Employee Name (please print) Social Security or Account Number Date
- --------------------------------------------------- ------------------------------------------------------- -----------------------
Use One Column For Each Exercise
Involving a Stock-For-Stock Exchange
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EXERCISE
--------------------------------------------------------
Line
# Definition Source #1 #2 #3 #4 #5 Total
---------- ---------- ----------- ---------- ---------- ----------
1 Grant Date Line 1 on beige Exercise
Form
N/A
---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------- ---------- ---------- ----------
2 This Year's Installment # Line 2 on beige Exercise
Form
N/A
---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------- ---------- ---------- ----------
3 Maximum Dollar Amount Line 6 on beige Exercise
Eligible To Be Covered By Form
Exchange $ $ $ $ $ $
---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------- ---------- ---------- ----------
4 Approximate Dollar Value Portion of Line 3 you wish
Of Shares You Wish To to cover via
Exchange Stock-For-Stock (can't $ $ $ $ $ $
exceed Line 3)
---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------- ---------- ---------- ----------
5 Current Appraisal Price Per
Share
$24.90 $24.90 $24.90 $24.90 $24.90 $24.90
---------- ---------- ----------- ---------- ---------- ----------
---------- ---------- ----------- ---------- ---------- ----------
6 Number Of Shares To Be Line 4 (above) / Line 5
Exchanged (above). Rounded down to
next full share
---------- ---------- ----------- ---------- ---------- ----------
(Transfer to Line 15 of beige Exercise Form)
---------- ---------- ---------- ----------- ---------- ----------
7 Appraisal Price x Shares Line 5 (above) x Line 6
Exchanged (above)
$ $ $ $ $ $
---------- ---------- ---------- ----------- ---------- ----------
(Transfer to Line 16 of beige Exercise Form)
SHARE EXCHANGE SUMMARY
----------------------
NUMBER OF SHARES TO BE EXCHANGED
----------------------------------------------------------------
Certificate Shares Shown
Number(s) On This
Enclosed Certificate #1 #2 #3 #4 #5 Total
------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
Note: Use additional
Stock-For-Stock Worksheets
if you are submitting more than ------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
5 stock certificates
------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
------------ ------------------ ---------- ---------- ---------- ---------- ---------- ---------
---------- ---------- ---------- ---------- ---------- ---------
Totals
----------------------------------------------------------------
Must Equal Line 6 Above For Each Exercise And In Total
----------------------------------------------------------------
THIS COMPLETED FORM AND UNSIGNED STOCK CERTIFICATES MUST BE RECEIVED AT THE
ARAMARK SHAREHOLDER SERVICES GROUP NO LATER THAN JANUARY 15, 1998.
Employees in Germany, the United Kingdom, and Belgium should submit all forms
to their Human Resources Department no later than January 9, 1998.
EXPIRATION: 1/15/98
Cumulative ISPO
DEFERRED PAYMENT OBLIGATION -- See General Instructions, page B-1
- --------------------------------------------------------------------------------
INSTRUCTIONS
1. Insert the Payment Amount You Want To Defer (Line 13 from the Exercise
Form) in the first paragraph below.
2. Insert the Number of New Shares Acquired (Line 21 from the Exercise Form)
in the second paragraph below.
3. Print and sign your name exactly as on the Exercise Form. If your spouse
signed the Exercise Form, he/she must also sign this Deferred Payment
Obligation form. By signing this form, your spouse joins in the agreement
you are making to pay the amount of the Deferred Payment Obligation.
- --------------------------------------------------------------------------------
I/We promise to pay to the order of ARAMARK CD Company (a subsidiary of
ARAMARK Corporation) if deferring less than $5,000 or ARAMARK Corporation if
deferring $5,000 or more, $______, and to pay interest from the date the
associated exercise is effected at the rate of 8.5% per year, simple interest.
Payment of the deferred obligation and interest will be due March 15, 2001, or
on demand by the applicable payee, and may be prepaid at any time.
I/We grant to the applicable payee a security interest in ______ shares of
ARAMARK Common Stock (the "Pledged Shares") and agree that the Pledged Shares
will be held as collateral by the applicable payee until the amount is paid in
full. If the amount is not paid when due, the applicable payee will be
entitled to exercise the legal remedies available under applicable law. If any
of the Pledged Shares are to be sold or otherwise transferred, then the amount
will become due immediately.
This agreement may be assigned by the applicable payee at any time and will be
governed by the laws of the Commonwealth of Pennsylvania.
- ----------------------------------------- -------------------------------------
(Print Name) (Print Name)
- ----------------------------------------- -------------------------------------
(Signature) (Signature)
- ----------------------------------------- -------------------------------------
(Date) (Date)
THIS COMPLETED FORM MUST BE RECEIVED AT THE ARAMARK SHAREHOLDER SERVICES GROUP
NO LATER THAN JANUARY 15, 1998.
Employees in Germany, the United Kingdom, and Belgium should submit all forms
to their Human Resources Department no later than January 9, 1998.