Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 13e-4, 14a-12 and 14d-2
under the Securities Exchange Act of 1934
Subject Company ARAMARK Corporation
Commission File No. 333-65228
November 21, 2001
November 21, 2001
Name
Add1
Add2
Add3
City, State Zip
Dear Nickname:
This is a very exciting time for ARAMARK and all of our shareholders. As you can
imagine, the process of moving from our privately owned environment to public
ownership involves many steps. We want to make sure that, as a shareholder, you
understand the process and have the information you will need to make a number
of important decisions in the coming weeks.
Attached is a schedule of information and materials you will be receiving
concerning your stock ownership and how it will be affected by our proposed
initial public offering. The first of these communications, the pre-merger
letter and accompanying materials from Marie Paschall, is also enclosed in this
package. Please take time to carefully consider this first communication and
provide the requested information.
Also, please be aware of the following important information:
o The current schedule will result in the proposed initial public offering
occurring in mid-December. Obviously, there can be no guarantees this
schedule will remain in place.
o If the current schedule remains in place, the proposed tender offer will
occur during the annual stock exercise period. If so, it could result in
the stock-for-stock exchange and internal market features being unavailable
during this period due to SEC restrictions.
o If the stock-for-stock exchange and internal market features are
unavailable, the deferred payment program will be enhanced to provide 90%
financing on all installments that will expire at the end of this exercise
period. You will receive further information on this in future mailings.
Because of the nature of these transactions, we encourage you to discuss the
material you receive with your tax advisor, where appropriate. References to tax
treatment in the enclosed document are based on U. S. tax law. In the meantime,
if you have any questions, please call First Union National Bank Shareholder
Services at 1-888-966-9637, Monday through Friday, 9:00 a.m. to 5:00 p.m. EST.
To assist us throughout this process, the dedicated representatives for our
account are Kathy Biddle and Peggy Romanelli.
Sincerely,
/s/ Brian G. Mulvaney
Brian G. Mulvaney
Enclosures
- --------------------------------------------------------------------------------
Our company and certain other persons described below may be deemed to be
participants in the solicitation of proxies. The participants in this
solicitation may include our company's directors and executive officers. A list
of the names of our company's directors and executive officers is contained in
our joint proxy statement/prospectus contained in a Registration Statement on
Form S-4 which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov). As of the date of this communication, none of the
foregoing participants, other than Mr. Neubauer and certain entities affiliated
with Mr. Neubauer, individually beneficially owns in excess of 5% of our
company's common stock. Except as disclosed above and in our company's joint
proxy statement/prospectus contained in the Registration Statement on Form S-4
and other documents filed with the SEC including Mr. Neubauer's Schedule 13D
relating to ARAMARK common stock, to the knowledge of our company, none of the
directors or executive officers of our company has any material interest, direct
or indirect, by security holdings or otherwise, in the proposed merger.
More detailed information pertaining to our company's proposals will be set
forth in appropriate filings that have been and will be made with the SEC
including the joint proxy statement/prospectus contained in the Registration
Statement on Form S-4 relating to the proposed merger and the Schedule TO
relating to the proposed tender offer. Shareholders are urged to read such
documents that are or may be filed with the SEC when they are available because
they will contain important information. Shareholders will be able to obtain a
free copy of any filings containing information about our company, without
charge, at the SEC's Internet site (http://www.sec.gov). Copies of any filings
containing information about our company can also be obtained, without charge,
by directing a request to ARAMARK, ARAMARK Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107, Attention: Office of the Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
- --------------------------------------------------------------------------------
Name
Add1
Add2
Add3
City, State Zip
Dear Nickname:
ARAMARK has filed Registration Statements with the Securities and Exchange
Commission regarding a merger and an Initial Public Offering. If these
transactions are completed, your ARAMARK stock will convert to a new ARAMARK
Class A common stock.
You should make your decision whether or not to vote for the merger and related
transactions only after you have received and read the proxy statement, which we
will be mailing to you. We are providing you with some current information about
your account, so that you can plan ahead in the event the merger and public
offering take place.
Enclosed are:
o Shares Owned Report,
o Lost Certificate Affidavit,
o Collateral Swap Form and Instructions,
o Change of Address/E-mail Notification card and return envelope.
What is the Shares Owned Report?
The enclosed "Shares Owned Report" gives you a snapshot of the stock you own in
your account as of November 14, 2001, i.e., before the effect of the proposed
transactions. If you own stock that is registered in a different name, you will
receive a separate report and communication regarding those shares. On the back
of each page, you will find a description ("Legend") of the terms used.
If the merger and IPO occur, you will receive an updated Shares Owned Report
reflecting the effect of the merger on your ARAMARK stock portfolio. Also, the
Board has approved a tender offer that is further described in the Registration
Statement. You will be notified of the tender offer's specific terms and offer
price and given instructions in a separate mailing.
How many shares will I be able to sell in the tender offer?
What about after the tender offer?
As specified in the Registration Statements, the company may offer to purchase
up to 10%, and possibly as much as 13%, of your new Class A shares in the tender
offer. After completion of the tender offer, the remaining Class A shares owned
by you will be subject to sales restrictions over a period of 180, 360, and 540
days, from the effective date of the public offering.
How can I use this Report's information?
If a tender offer occurs and If you decide to sell shares, you will need to
identify which shares you wish to sell. Even though the enclosed Report reflects
the status of your account on a pre-merger basis, you can use this information
to prepare for the possible tender offer by:
o Reviewing the tax basis and planning for taxes you may need to pay on the
sale of your stock in the tender offer;
o Swapping shares held as collateral for loans in order to minimize the taxes
on the sale in the tender offer.
Here is a brief description of some of the items on the Report and why they are
important to you in planning ahead:
o Certificated--this indicates whether or not a physical stock certificate
was issued to you.
If "Yes" and "Pledge to" field is blank, you should have a physical
stock certificate in your possession. If the "Pledge to" field
identifies the name of your lender and the Certificated field indicates
"Yes", your lender is in possession of the physical stock certificate.
If "No", you were not issued a physical stock certificate. These shares
are "uncertificated" and held in book entry form on ARAMARK's stock
administration system.
Adjusted Tax Basis-- This is our estimate of your tax basis on the shares you
currently own. At the time you sell shares you own, you will be responsible for
tax on the difference ("gain") between the estimated adjusted tax basis and the
price in effect at the time of the sale (i.e., the price of the Tender Offer).
Why is the tax basis important to me?
Note: All references to tax treatment in this letter pertain to U.S. taxes.
If you live outside the U. S., please consult your personal tax advisor
about your country's specific tax rules and regulations.
In general, most sellers may find it advantageous to sell the stock that has the
highest tax basis in order to minimize the taxable "gain" at the time of sale
and corresponding tax obligation.
Taxable `Gain' Calculation Example:
All figures shown here are for example purposes only. Assume:
- ------------------------------------------------------------------------------------------------
Taxable Gain Calculation
- ------------------------------------------------------------------------------------------------
1 2 3 4
- ------------------------------------------------------------------------------------------------
Taxable Gain
CERT # Tax Basis Sale Price Per Share
Per Share Col 3 - Col 2
- ------------------------------------------------------------------------------------------------
1 $9.00 $20.00 $11.00
- ------------------------------------------------------------------------------------------------
2 $12.00 $20.00 $8.00
- ------------------------------------------------------------------------------------------------
This stockholder might prefer to sell the shares represented by Certificate #2,
as she will then have a lower taxable gain at the time of sale.
A note on taxes: Because everyone's personal and financial situation is
different, you should consult with a professional tax advisor before
selling stock and before deciding which stock to sell.
Page2
What are Pledged Shares?
The Shares Owned Report indicates if any of your shares are pledged (meaning
they are being held as collateral due to a Deferred Payment Obligation or a bank
loan) and if so, the lender to whom they are pledged.
If you wish to sell pledged shares, you must apply the proceeds to pay off or
pay down the deferred payment obligation or bank loan associated with the shares
sold or request a collateral swap. If, in addition to the pledged shares, you
have shares that are not pledged and do not wish to payoff the deferred payment
obligation or bank loan, you may ask your lender to consider a "collateral
swap."
What is a Collateral Swap?
In a "collateral swap," you request and your lender agrees to replace shares
currently held as collateral with shares you own that are not used as collateral
for any other obligation or loan. This transaction is completed on a
share-for-share basis. If the lender agrees to the swap, no loan payoff is
triggered since the shares you wish to sell would no longer be pledged. You MUST
complete a Collateral Swap Form and submit it to ARAMARK as soon as possible
prior to the merger. If you are interested in swapping collateral, you should
first consult your tax advisor to determine if this transaction is appropriate
for you.
If the shares are pledged to ARAMARK, ARAMARK CD, ARAMARK-PNC, First Union
National Bank or Wachovia Bank, you do not need to contact the lender. These
lenders have pre-approved any collateral swaps as long as it is on a
share-for-share basis.
If your lender is a financial institution other than those previously listed,
your lender MUST authorize the swap by issuing a letter on their company's
letterhead authorizing the swap. The letter MUST be attached to your completed
Collateral Swap form.
Generally, you would want to consider swapping shares with a lower Adjusted Tax
Basis for shares with a higher Adjusted Tax Basis, with the intent to sell those
higher tax basis shares. Please see the example below.
Collateral Swap Example:
Expanding upon the previous "Taxable Gain Calculation" example, assume:
o The shares represented by Certificate #2 are pledged and owned for one
year.
o Certificate # 1 and Certificate # 2 each represent 1,000 shares.
o The stockholder wishes to sell 1,000 shares in the tender offer (represents
10% of account).
Generally, the stockholder will find it more advantageous from a tax standpoint
to sell the shares from Certificate #2. They have a higher tax basis and
therefore, a lower taxable gain, as explained above. However, sale of pledged
shares may require immediate repayment of the loan.
So, the stockholder may choose to "swap collateral" i.e., request the release of
the 1,000 shares the lender holds (Certificate #2) in return for the 1,000
shares that are not currently pledged (Certificate #1). After the swap, the
lender would hold Certificate #1 (which would now be pledged), and the
stockholder would take possession of Certificate # 2 (which is no longer
pledged). In this way, the stockholder can gain the advantage of selling shares
with a higher tax basis, without triggering an immediate loan repayment.
Page3
This collateral swap example is depicted in the table below:
- -----------------------------------------------------------------------------------------------------------------------
Collateral Swap Example
- -----------------------------------------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8
- -----------------------------------------------------------------------------------------------------------------------
Taxable Shares Pledge Pledge
Gain Number Swapped Cert # Cert #
CERT Tax Basis Sale Price Per Share of as Before After
# Per Share Col 3 - Col 2 Shares Collateral Collateral Swap Collateral Swap
- -----------------------------------------------------------------------------------------------------------------------
1 $9.00 $20.00 $11.00 1,000 1,000 Not Pledged Pledged
- -----------------------------------------------------------------------------------------------------------------------
2 $12.00 $20.00 $8.00 1,000 1,000 Pledged Not Pledged
- -----------------------------------------------------------------------------------------------------------------------
How can I access the Shareholder Services Online (SSO) website?
o Holder ID--You will need the Holder ID at the top right of the Shares Owned
Report, plus your personal identification number (PIN). In a few days, you
will receive a PIN by mail that you can use in conjunction with your Holder
ID to enter the SSO site at:
http://sso.thestarnet.com/sms/
o After receiving your PIN, if you have any difficulty accessing the SSO
site, contact Shareholder Customer Service at First Union National Bank:
1-888-966-9637, Monday through Friday, 9 a.m. to 5 p.m. ET. o To ensure
security, NEW PINS have been issued.
o Look for more information soon on how the SSO website is being expanded to
help you manage your stock account and conduct various transactions.
Should I complete the Change of Address and E-mail Notification card?
Yes. In order for communications regarding your stock to reach you, we MUST have
your correct mailing address on file. From time to time, we may send information
to you by e-mail. Therefore, we are also building a database of e-mail
addresses.
Even if your mailing address has not changed, we ask that you complete the card
for each stock account (if you have more than one) and submit it to us with your
current office and home telephone numbers and e-mail addresses. Alternatively,
you can enter this information yourself through the Shareholder Services Online
(SSO) website.
What do I need to do now?
1. Complete and submit the Change of Address/E-Mail Notification card, or
enter the information on the SSO website.
2. Review the Shares Owned Report.
3. Locate your stock certificates (if applicable) or submit a Lost Certificate
Application (if your stock certificate is lost and you wish to use those
certificates in a collateral swap.
4. Consider which shares you may wish to sell in the event of a tender offer.
5. Consider if you wish to swap collateral (Collateral Swap Request Form is
enclosed).
6. Consult a tax advisor.
Page4
If you have any questions, please call First Union National Bank Shareholder
Services at 1-888-966-9637, Monday through Friday, 9 a.m. to 5 p.m. ET. To
assist us throughout this process, the dedicated representatives for our account
are Kathy Biddle and Peggy Romanelli. Thank you.
Sincerely,
/s/ Marie E. Paschall
Marie E. Paschall
Manager, Shareholder Relations
- --------------------------------------------------------------------------------
Our company and certain other persons described below may be deemed to be
participants in the solicitation of proxies. The participants in this
solicitation may include our company's directors and executive officers. A list
of the names of our company's directors and executive officers is contained in
our joint proxy statement/prospectus contained in a Registration Statement on
Form S-4 which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov). As of the date of this communication, none of the
foregoing participants, other than Mr. Neubauer and certain entities affiliated
with Mr. Neubauer, individually beneficially owns in excess of 5% of our
company's common stock. Except as disclosed above and in our company's joint
proxy statement/prospectus contained in the Registration Statement on Form S-4
and other documents filed with the SEC including Mr. Neubauer's Schedule 13D
relating to ARAMARK common stock, to the knowledge of our company, none of the
directors or executive officers of our company has any material interest, direct
or indirect, by security holdings or otherwise, in the proposed merger.
More detailed information pertaining to our company's proposals will be set
forth in appropriate filings that have been and will be made with the SEC
including the joint proxy statement/prospectus contained in the Registration
Statement on Form S-4 relating to the proposed merger and the Schedule TO
relating to the proposed tender offer. Shareholders are urged to read such
documents that are or may be filed with the SEC when they are available because
they will contain important information. Shareholders will be able to obtain a
free copy of any filings containing information about our company, without
charge, at the SEC's Internet site (http://www.sec.gov). Copies of any filings
containing information about our company can also be obtained, without charge,
by directing a request to ARAMARK, ARAMARK Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107, Attention: Office of the Corporate Secretary.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such jurisdiction.
- --------------------------------------------------------------------------------
Page5
[ARAMARK LOGO]
- --------------------------------------------------------------------------------
Communications Timeline
Communication Description Timeframe
- ----------------------------------------------------------------------------------------------------------------------
Proxy Statement and Proxy You will be asked to vote on a number of November 19
proposals.
- ----------------------------------------------------------------------------------------------------------------------
Shareholder Services Online (SSO) and You will receive your new personal November 28
PIN Mailing identification number (PIN), steps on how to
access the online system and information on its
new features.
- ----------------------------------------------------------------------------------------------------------------------
Annual Stock Exercise Mailing Employees holding exercisable grants under the Early
Stock Purchase Opportunity Program will receive December
information regarding this year's annual
exercise period.
- ----------------------------------------------------------------------------------------------------------------------
Shares Owned Report or Statement of These reports reflect any new activity to your November 2001 and
Stock Ownership account such as, Merger, Exercise, Tender Offer February 2002
Participation, etc. An updated report will be
mailed to you shortly after each transaction
takes place.
- ----------------------------------------------------------------------------------------------------------------------
Tender Offer Mailing If the IPO takes place, you will receive Mid
materials that will help you participate in the December
Tender Offer.
- ----------------------------------------------------------------------------------------------------------------------
Tender Offer Payment A check will be mailed to you representing the Late
net proceeds from your tender offer transaction. January 2002
- ----------------------------------------------------------------------------------------------------------------------
ARAMARK Corporation
Collateral Swap Request Form
Tax Identification #:
----------------------------
Account ID:
----------------------------
Registration:
------------------------------------------------------
If the name in the Pledge To column of the Shares Owned Report is other than
ARAMARK, ARAMARK-CD, ARAMARK-PNC, First Union or Wachovia, you must provide
ARAMARK with satisfactory, specific written instructions from the lending
institution evidencing its approval of this collateral swap transaction.
- --------------------------------------------------------------------------------
If you wish to swap shares but do not want ARAMARK Corporation to select the
shares to be swapped on your behalf, please complete this section.
================================================================================
Please release the pledge on the following shares:
Certificate Number # of Shares Lender Name
- ---------------------------------- ------------------------------------- -----------------------------------------------------
- ---------------------------------- ------------------------------------- -----------------------------------------------------
- ---------------------------------- ------------------------------------- -----------------------------------------------------
- ---------------------------------- ------------------------------------- -----------------------------------------------------
- ---------------------------------- ------------------------------------- -----------------------------------------------------
Total # of Shares Released:
-------------------------------------
Please release the pledge on the following shares:
# of Shares # of Shares
Certificate Number (from Report) (to be pledged) Lender Name
- ----------------------------------- -------------------- -------------------- --------------------------------------------
- ----------------------------------- -------------------- -------------------- --------------------------------------------
- ----------------------------------- -------------------- -------------------- --------------------------------------------
- ----------------------------------- -------------------- -------------------- --------------------------------------------
- ----------------------------------- -------------------- -------------------- --------------------------------------------
*# of Shares Pledged MUST equal # of Shares
Total # of Shares Pledged: Released in Total and per Bank.
--------------------
- --------------------------------------------------------------------------------
If you wish ARAMARK Corporation to identify those shares which are pledged and
have a higher Adjusted Tax Basis (according to ARAMARK's f records) than
unpledged shares and "swap" them, please check the box below and sign the
authorization line as the registered owner(s) o the shares to be swapped.
- --------------------------------------------------------------------------------
[_] I authorize ARAMARK Corporation to identify those shares which are pledged
and have a higher Adjusted Tax Basis (according to ARAMARK's records) than
unpledged shares and "swap" them.
- --------------------------------------------------------------------------------
I (we) have completed this form and authorize ARAMARK Corporation to complete
the transaction as instructed. I (we) understand and acknowledge that ARAMARK
Corporation cannot assure me (us) that my (our) actual tax basis is as reflected
in ARAMARK's records or that swapping shares will have a beneficial tax effect
for me (us). I (we) hold harmless ARAMARK Corporation and it's employees and
agents from the tax and other consequences of the collateral swap.
- --------------------------------------------------------------------------------
Signature(s) Date
- ------------------------ -------------------------
Work E-mail Address Home E-mail Address
- ------------------------ -------------------------
Home Telephone # Work Telephone #
ARAMARK Corporation
Collateral Swap Request Form
INSTRUCTIONS
A collateral swap is an exchange of shares which are pledged, on a
share-for-share basis, with shares that are not currently pledged. The swap does
not change the total number of shares you own or the total number of shares that
are pledged. Since different shares may have different tax bases, a swap may
affect taxes payable if you sell any shares. You may want to consider swapping
shares if you intend to sell shares in the proposed Tender Offer.
[X] If you wish to have ARAMARK Corporation identify those shares
which are pledged and which have a higher Adjusted Tax Basis (according to
ARAMARK's records) than unpledged shares and "swap" them on your behalf, simply
check the box on the Collateral Swap Request Form and sign and date where
indicated. If you wish to swap shares but do not want ARAMARK Corporation to
select the shares to be swapped on your behalf, please follow the instructions
listed below. We cannot assure you that your actual tax basis is as reflected in
ARAMARK's records or that swapping shares will have a beneficial tax effect for
you. You should consult with your tax advisor.
Note: Shares may only be swapped within a single account, you may not swap
shares between different accounts without specific written authorization from
the lending institution.
- --------------------------------------------------------------------------------
The following institutions have pre-authorized collateral swap transactions:
ARAMARK, ARAMARK-CD, ARAMARK-PNC, First Union or Wachovia. If you are requesting
a collateral swap involving a lender other than these institutions, you MUST
attach a letter from the lender (on their company letterhead) authorizing
ARAMARK Corporation to perform the collateral swap.
Releasing the pledge on certificate(s)
- --------------------------------------
"Certificate Number" Enter the certificate numbers (as
shown on the stock certificates or Shares
Owned Report) for which you would like the
pledge released.
"# of Shares" Enter the total # of shares
associated with the corresponding
certificate number and calculate the "Total
# of Shares Released".
"Bank Name" Enter the name of the bank to which the
shares are currently pledged (as shown on
the Shares Owned Report).
If a physical stock certificate was issued for a pledged certificate (see
"Certificated" section of the Shares Owned Report), we will automatically
convert the certificate to book receipt ("uncertificated") once the pledge is
released.
Pledging certificate(s)
- -----------------------
"Certificate Number" Enter the certificate numbers (as shown on
the stock certificates or Shares Owned
Report) from which you would like to pledge
shares.
"# of Shares (from report)" Enter the total # of shares associated with
the corresponding certificate (as indicated
on the Shares Owned Report).
"# of Shares (to be pledged)" Enter the # of shares you would like to
pledge and calculate the "Total # of Shares
Pledged".
o The "Total # of Shares Pledged" MUST equal
the "Total # of Shares Released".
o The "# of Shares (to be pledged)" may not
equal the number of shares as listed on
the Shares Owned Report. If you do not
need to pledge all of the shares from a
given certificate, we will issue you a new
book receipt for the remaining shares.)
"Bank Name" Enter the name of the bank to which the
shares are to be pledged.
- --------------------------------------------------------------------------------
ALL registered shareholders (as they appear on the stock certificates or Shares
Owned Report) MUST sign and date the "Signature(s)" line.
Please send your completed Collateral Swap Form, Certificates and the Letter
from your Lender (if applicable) to:
ARAMARK Corporation
Attn: Jennifer Pachuta
1101 Market Street
Philadelphia, PA 19107
Once the collateral swap transaction is complete, we will send you an updated
Shares Owned Report as confirmation. If you have any questions, please contact
First Union Shareholder Services at 1-888-96-OWNER.
ARAMARK CORPORATION
AFFIDAVIT AND AGREEMENT OF STOCKHOLDER TO INDEMNIFY
ARAMARK CORPORATION UPON ISSUANCE OF NEW CERTIFICATE
----------------------------------------------------
State of ________________________
County of ______________________ :
Deponent hereby agrees to indemnify and hold free and harmless
ARAMARK Corporation from and against all manner of loss, damage and liability
arising from or by reason of the action of the Company in issuing to me a
certificate(s) or receipt number for the following shares of Common stock of the
Company in place of the Certificate(s) listed below for the same number of
shares issued in my name as follows:
Certificate Date No. of Name(s) in Which
No. Class of Issue Shares Issued
- -------------------- --------------- ----------------- ------------- ----------------------------
Deponent believes that said certificate(s) has been (lost - destroyed - stolen)
because:
- --------------------------------------------------------------------------------
This affidavit is being made to induce ARAMARK Corporation to issue a
new or duplicate certificate(s)or receipt number to deponent in place of said
certificate(s)
Deponent further states that he/she is the true, lawful, present and
sole owner of such certificate(s), that the certificate(s) was not endorsed,
that it has not been pledged, sold, delivered, transferred or assigned, and
he/she does hereby agree that in the event of the recovery of any one or more of
the certificates at any time, after the issuance of a new certificate or receipt
number in place thereof, the deponent will cause the same to be returned to the
corporation for cancellation.
Date: ------------------------------------
------------------------ (Signature of Stockholder/ Deponent)
(If shares are jointly registered,
both parties must sign) -----------------------------------
(Signature of Stockholder/ Deponent)
Sworn to before me this _______ day of , 200___.
---------------
- -------------------------------
Notary Public
This Affidavit must be signed exactly as the name(s) appeared on the lost stock
certificate(s). Return completed, signed and notarized form to ARAMARK
Corporation, Attn: Marie E. Paschall, Manager, Shareholder Relations, 1101
Market Street, Philadelphia, PA USA, 19107. Please call ARAMARK Shareholder
Relations at 215-238-3214 if you have any questions.