-----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, TvKjN4BxXFd46snNDN9nGSsOmiV8DEsO86HzcVqvECizEpBI0RWQFgxzKcpMTDW4 wuixXo1AA7/Ut2r+GIN1Rg== 0000899140-06-000718.txt : 20060511 0000899140-06-000718.hdr.sgml : 20060511 20060511174031 ACCESSION NUMBER: 0000899140-06-000718 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060511 DATE AS OF CHANGE: 20060511 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS IX, LLC GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARAMARK CORP/DE CENTRAL INDEX KEY: 0001144528 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 233086414 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62375 FILM NUMBER: 06831477 BUSINESS ADDRESS: STREET 1: ARAMARK TOWER STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 FORMER COMPANY: FORMER CONFORMED NAME: ARAMARK WORLDWIDE CORP DATE OF NAME CHANGE: 20010711 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 IRS NUMBER: 202976029 FISCAL YEAR END: 1204 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 w3236469b.txt INITIAL FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* ARAMARK CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, Par Value $0.01 Per Share Class B Common Stock, Par Value $0.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) Class A Common Stock: None Class B Common Stock: 038521100 - -------------------------------------------------------------------------------- (CUSIP Number) Scott A. Arenare, Esq. Managing Director and General Counsel Warburg Pincus LLC 466 Lexington Avenue New York, NY 10017 (212) 878-0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Steven J. Gartner, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 - -------------------------------------------------------------------------------- May 1, 2006 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -2- - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 3 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Warburg Pincus Private Equity IX, L.P. - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------- ------------------------------------------------------------------ 3 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 4 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Warburg Pincus IX, LLC - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------- ------------------------------------------------------------------ 4 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 5 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Warburg Pincus Partners LLC - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------- ------------------------------------------------------------------ 5 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 6 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Warburg Pincus LLC - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ------------- ------------------------------------------------------------------ 6 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 7 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Warburg Pincus & Co. - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON PN - ------------- ------------------------------------------------------------------ 7 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 8 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles R. Kaye - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------- ------------------------------------------------------------------ 8 - -------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. - Class A Common Stock: None CUSIP No. - Class B Common Stock: 038521100 Page 9 of 16 pages - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joseph P. Landy - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) [X] - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS N/A - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF ----------- ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- EACH ----------- ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- ----------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% Class A Common Stock 0% Class B Common Stock - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------- ------------------------------------------------------------------ 9 Item 1. Security and Issuer This statement on Schedule 13D (the "Schedule 13D") relates to the Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and the Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), of ARAMARK Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. Each share of Class A Common Stock is convertible at the option of the holder into one share of Class B Common Stock. Therefore, the Warburg Pincus Reporting Persons (as defined in Item 2 below) may be deemed to beneficially own the shares of Class B Common Stock into which any Class A Common Stock the Warburg Pincus Reporting Persons may be deemed to beneficially own is convertible. In addition, subject to certain exceptions set forth in the Company's Amended and Restated Certificate of Incorporation, a transfer of Class A Common Stock will result in the automatic conversion of Class A Common Stock into Class B Common Stock. To the extent any shares of Class A Common Stock that may be deemed to be beneficially owned by the Warburg Pincus Reporting Persons are converted into Class B Common Stock, each Warburg Pincus Reporting Person's beneficial ownership of Class A Common Stock, if any, will be reduced by an equal number of shares. Item 2. Identity and Background (a) This Schedule 13D is being filed by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership ("WP IX"), Warburg Pincus IX, LLC, a New York limited liability company and the sole general partner of WP IX ("WP IX LLC"), Warburg Pincus Partners LLC, a New York limited liability company and the sole member of WP IX LLC ("WPP LLC"), Warburg Pincus LLC, a New York limited liability company that manages WP IX ("WP LLC"), Warburg Pincus & Co., a New York general partnership and the managing member of WPP LLC ("WP"), and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Co-President and Managing Member of WP LLC (WP IX, WP IX LLC, WPP LLC, WP LLC, WP, Mr. Kaye and Mr. Landy collectively being referred to as the "Warburg Pincus Reporting Persons"). The agreement among the Warburg Pincus Reporting Persons to file this Schedule 13D jointly in accordance with rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is attached hereto as Exhibit 1. (b) The address of the principal business and principal office of each of the Warburg Pincus Reporting Persons is c/o Warburg Pincus LLC, 466 Lexington Avenue, New York, New York 10017. The general partners of WP and the members of WP LLC, and their respective business addresses, are set forth on Schedule I hereto. (c) The principal business of WP IX is that of making private equity and related investments. The principal business of WP is acting as the managing member of WPP LLC. The principal business of WPP LLC is acting as general partner to certain private equity funds and as the sole member of WP IX LLC. The principal business of WP IX LLC is acting as general partner of WP IX. The principal business 10 of WP LLC is managing certain private equity funds, including WP IX. The principal business of each of Mr. Kaye and Mr. Landy is acting as a Managing General Partner of WP and Co-President and Managing Member of WP LLC. The principal occupation of each of the general partners of WP and the members of WP LLC is set forth on Schedule I hereto. (d) During the last five years, none of the Warburg Pincus Reporting Persons and, to the knowledge of the Warburg Pincus Reporting Persons, none of the partners, members or directors named on Schedule I, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Warburg Pincus Reporting Persons and, to the knowledge of the Warburg Pincus Reporting Persons, none of the partners, members or directors named on Schedule I, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws. (f) WP IX is a limited partnership organized under the laws of the State of Delaware. WP IX LLC, WPP LLC and WP LLC are each limited liability companies organized under the laws of the State of New York. WP is a general partnership organized under the laws of the State of New York. Messrs. Kaye and Landy are citizens of the United States of America. Except as otherwise indicated on Schedule I hereto, each of individuals referred to on Schedule I hereto is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration It is anticipated that funding for the Proposal (as defined in Item 4 below) will be in the form of (1) cash contributed to the acquisition vehicle formed by the Investors (as defined in Item 4 below) and (2) debt financing. In addition, it is anticipated that a portion of the shares of Class A Common Stock and Class B Common Stock currently held by Joseph Neubauer, the Chairman of the Board of Directors and Chief Executive Officer of the Company, will be contributed to the acquisition vehicle. Members of the Company's senior management team also may contribute shares of Class A Common Stock or Class B Common Stock to the acquisition vehicle. The description of the Proposal set forth in Item 4 below is incorporated by reference in its entirety into this Item 3. The Investors have obtained a "highly confident" letter regarding the debt financing, as described in the Proposal Letter (as defined in Item 4 below). A copy of the "highly confident" letter is filed as Exhibit 2 to this Schedule 13D, and is incorporated by reference into this Item 3. Item 4. Purpose of Transaction On May 1, 2006, a letter (the "Proposal Letter") was delivered to the Board of Directors of the Company in which it was proposed that Mr. Neubauer and other investors that are expected to include funds managed by GS Capital Partners, J.P. 11 Morgan Partners, Thomas H. Lee Partners and WP LLC (collectively, 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 Company's Class A Common Stock and Class B Common Stock, other than any shares held by any of the Investors and members of the Company's senior management team that are to be invested in the transaction (the "Proposal"). As described in the Proposal Letter, the Investors anticipate that the Company will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the "Special Committee") to consider the Proposal. To facilitate that review, the Investors intend to provide shortly (1) equity and debt commitment letters for all amounts necessary to effect the transaction and (2) a proposed form of merger agreement and other transaction documentation. The Investors noted that they are prepared to move very quickly to finalize the definitive transaction and related documents. No binding obligation on the part of any Warburg Pincus Reporting Person, any Investor or the Company will arise with respect to the Proposal or any transaction unless and until a definitive merger agreement and other transaction documentation satisfactory to the Investors and recommended by the Special Committee and approved by the Company's Board of Directors is executed and delivered. The Proposal could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the present board of directors of the Company, a change to the present capitalization or dividend policy of the Company, the delisting of the Company's securities from the New York Stock Exchange, and the causing of a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. One or more of the Warburg Pincus Reporting Persons are expected to take actions in furtherance of the Proposal or any amendment thereof. A copy of the Proposal Letter is filed as Exhibit 3 herein, and is incorporated by reference into this Item 4. Item 5. Interest in Securities of the Issuer (a) As of the date hereof, none of the Warburg Pincus Reporting Persons, nor to the knowledge of the Warburg Pincus Reporting Persons, any of the persons named on Schedule I hereto, as of the date hereof, beneficially own any shares of Class A Common Stock or Class B Common Stock. As a result of the matters described in Item 4 above, the Warburg Pincus Reporting Persons may be deemed to constitute a "group", within the meaning of Section 13(d)(3) of the Exchange Act, with Mr. Neubauer, GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners, and certain of their affiliates. As a result, the Warburg Pincus Reporting Persons may be deemed to beneficially own any shares of Class A Common Stock and Class B Common Stock that may be beneficially owned by such persons. Accordingly, on this basis, the Warburg Pincus Reporting Persons might be deemed to beneficially own, in the aggregate, (A)(i) the 23,945,683 shares of Class A Common Stock reported as beneficially owned by Mr. Neubauer on that certain 12 Amendment No. 16 to Schedule 13D filed by Mr. Neubauer with the Securities and Exchange Commission on May 1, 2006 (the "Neubauer 13D/A") and (ii) the 23,945,683 shares of Class B Common Stock reported as beneficially owned by Mr. Neubauer on the Neubauer 13D/A, which shares constitute the 23,945,683 shares issuable upon conversion of the equal number of shares of Class A Common Stock beneficially owned by Mr. Neubauer and (B) the 2,038,672 shares of Class B Common Stock that the Warburg Pincus Reporting Persons have been advised may be deemed to be beneficially owned by Goldman, Sachs & Co. ("Goldman Sachs") or another wholly owned broker or dealer subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Except as described above with respect to Mr. Neubauer and Goldman Sachs, the Warburg Pincus Reporting Persons do not have actual knowledge of any shares of Class A Common Stock or Class B Common Stock that may be beneficially owned by Mr. Neubauer, GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners, and certain of their affiliates, including, without limitation, Goldman Sachs and GS Group. The foregoing summary of the Neubauer 13D/A is qualified in its entirety by reference to such filing. The percentage of outstanding Class A Common Stock and Class B Common Stock that may be deemed to be beneficially owned by the Warburg Pincus Reporting Persons is approximately 41.2% and 17.9%, respectively. The foregoing percentages are based on 58,116,549 shares of Class A Common Stock and 121,287,341 shares of Class B Common Stock outstanding at April 28, 2006, as reported in the Company's Form 10-Q for the fiscal quarter ended March 31, 2006, filed with the Securities and Exchange Commission on May 10, 2006. Each of the Warburg Pincus Reporting Persons hereby disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock that may be beneficially owned by Mr. Neubauer, GS Capital Partners, J.P. Morgan Partners or Thomas H. Lee Partners, and their respective affiliates, including, without limitation, Goldman Sachs and GS Group. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person or any of its affiliates is the beneficial owner of any shares of Class A Common Stock or Class B Common Stock for purposes of Section 13(d) of the Exchange Act or for any other purpose or that any Warburg Pincus Reporting Person has an obligation to file this Schedule 13D. (b) None of the Warburg Pincus Reporting Persons, nor to the knowledge of the Warburg Pincus Reporting Persons, any of the persons named on Schedule I hereto, as of the date hereof, has power to vote or to direct the vote or to dispose or direct the disposition of any shares of Class A Common Stock or Class B Common Stock. (c) Except as disclosed in this Schedule 13D, none of the Warburg Pincus Reporting Persons, nor to the knowledge of Warburg Pincus Reporting Persons, any of the persons named on Schedule I hereto, has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Class A Common Stock or Class B Common Stock. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer 13 The responses to Item 2, Item 3, Item 4 and Item 5 are incorporated herein by reference. Except as set forth in response to other Items of this 13D and the agreements incorporated herein by reference and set forth as exhibits hereto, to the best knowledge of the Warburg Pincus Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Company, including but not limited to, transfer or voting of any of the securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Company. Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement, dated May 11, 2006, among the Warburg Pincus Reporting Persons, relating to the filing of a joint statement on Schedule 13D. Exhibit 2 Highly Confident Letter, dated April 30, 2006. Exhibit 3 Proposal Letter, dated May 1, 2006. 14 SIGNATURES After reasonable 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. Dated: May 11, 2006 WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX, LLC, its General Partner, By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS IX, LLC By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS PARTNERS, LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Managing Director WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner By: /s/ Charles R. Kaye -------------------------------------------- Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact* By: /s/ Joseph P. Landy -------------------------------------------- Name: Joseph P. Landy By: Scott A. Arenare, Attorney-in-Fact** * Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. ** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006 as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. SCHEDULE I ---------- Set forth below is the name, position and present principal occupation of each of the general partners of Warburg Pincus & Co. ("WP") and members of Warburg Pincus LLC ("WP LLC"). The sole general partner of Warburg Pincus Private Equity IX, L.P. ("WP IX") is Warburg Pincus Partners, LLC ("WP Partners LLC"), a direct subsidiary of WP. WP, WP IX, WP Partners LLC and WP LLC are hereinafter collectively referred to as the "Reporting Entities". Except as otherwise indicated, the business address of each of such persons is 466 Lexington Avenue, New York, New York 10017, and each of such persons is a citizen of the United States. GENERAL PARTNERS OF WP ---------------------- PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP, AND POSITIONS NAME WITH THE REPORTING ENTITIES - ------------------------- ------------------------------------------------------ Joel Ackerman Partner of WP; Member and Managing Director of WP LLC Scott A. Arenare Partner of WP; Member and Managing Director of WP LLC Gregory Back Partner of WP; Member and Managing Director of WP LLC David Barr Partner of WP; Member and Managing Director of WP LLC Harold Brown Partner of WP; Member and Managing Director of WP LLC Sean D. Carney Partner of WP; Member and Managing Director of WP LLC Mark Colodny Partner of WP; Member and Managing Director of WP LLC David A. Coulter Partner of WP; Member and Managing Director of WP LLC Timothy J. Curt Partner of WP; Member and Managing Director of WP LLC W. Bowman Cutter Partner of WP; Member and Managing Director of WP LLC Cary J. Davis Partner of WP; Member and Managing Director of WP LLC Michael Graff Partner of WP; Member and Managing Director of WP LLC Patrick T. Hackett Partner of WP; Member and Managing Director of WP LLC Jeffrey A. Harris Partner of WP; Member and Managing Director of WP LLC Stewart J. Hen Partner of WP; Member and Managing Director of WP LLC William H. Janeway Partner of WP; Member and Vice Chairman of WP LLC Julie A. Johnson Staples Partner of WP; Member and Managing Director of WP LLC Chansoo Joung Partner of WP; Member and Managing Director of WP LLC Peter R. Kagan Partner of WP; Member and Managing Director of WP LLC Charles R. Kaye Managing General Partner of WP; Managing Member and Co-President of WP LLC Henry Kressel Partner of WP; Member and Managing Director of WP LLC Kevin Kruse Partner of WP; Member and Managing Director of WP LLC Joseph P. Landy Managing General Partner of WP; Managing Member and Co-President of WP LLC Sidney Lapidus Partner of WP; Member and Managing Director of WP LLC Kewsong Lee Partner of WP; Member and Managing Director of WP LLC Jonathan S. Leff Partner of WP; Member and Managing Director of WP LLC Philip Mintz Partner of WP; Member and Managing Director of WP LLC Rodman W. Moorhead III Partner of WP; Member and Managing Director of WP LLC James Neary Partner of WP; Member and Managing Director of WP LLC Bilge Ogut Partner of WP; Member and Managing Director of WP LLC Dalip Pathak Partner of WP; Member and Managing Director of WP LLC Lionel I. Pincus Partner of WP; Member and Chairman of WP LLC Michael F. Profenius Partner of WP; Member and Managing Director of WP LLC Stan Raatz Partner of WP; Member and Managing Director of WP LLC Henry B. Schacht Partner of WP; Member and Managing Director of WP LLC Steven G. Schneider Partner of WP; Member and Managing Director of WP LLC Mimi Strouse Partner of WP; Member and Managing Director of WP LLC Patrick Sullivan Partner of WP; Member and Managing Director of WP LLC Barry Taylor Partner of WP; Member and Managing Director of WP LLC Christopher H. Turner Partner of WP; Member and Managing Director of WP LLC John L. Vogelstein Partner of WP; Member and Vice Chairman of WP LLC John R. Vrolyk Partner of WP; Member and Managing Director of WP LLC Elizabeth H. Weatherman Partner of WP; Member and Managing Director of WP LLC David J. Wenstrup Partner of WP; Member and Managing Director of WP LLC Rosanne Zimmerman Partner of WP; Member and Managing Director of WP LLC Pincus & Company LLC* WP & Co. Partners, L.P.** Warburg Pincus VP Partnership, L.P.*** - ------------------------- ------------------------------------------------------ - ------------------ * New York limited liability company; primary activity is ownership interest in WP and WP LLC ** New York limited partnership; primary activity is ownership interest in WP *** Delaware limited partnership; primary activity is ownership interest in WP MEMBERS OF WP LLC ----------------- - ------------------------- ------------------------------------------------------ PRESENT PRINCIPAL OCCUPATION IN ADDITION TO POSITION WITH WP LLC, AND POSITIONS NAME WITH THE REPORTING ENTITIES - ------------------------- ------------------------------------------------------ Joel Ackerman Member and Managing Director of WP LLC; Partner of WP Scott A. Arenare Member and Managing Director of WP LLC; Partner of WP Gregory Back Member and Managing Director of WP LLC; Partner of WP David Barr Member and Managing Director of WP LLC; Partner of WP Harold Brown Member and Managing Director of WP LLC; Partner of WP Sean D. Carney Member and Managing Director of WP LLC; Partner of WP Stephen John Coates (1) Member and Managing Director of WP LLC Mark Colodny Member and Managing Director of WP LLC; Partner of WP David A. Coulter Member and Managing Director of WP LLC; Partner of WP Timothy J. Curt Member and Managing Director of WP LLC; Partner of WP W. Bowman Cutter Member and Managing Director of WP LLC; Partner of WP Cary J. Davis Member and Managing Director of WP LLC; Partner of WP Rajiv Ghatalia (2) Member and Managing Director of WP LLC Michael Graff Member and Managing Director of WP LLC; Partner of WP Patrick T. Hackett Member and Managing Director of WP LLC; Partner of WP Jeffrey A. Harris Member and Managing Director of WP LLC; Partner of WP Stewart J. Hen Member and Managing Director of WP LLC; Partner of WP William H. Janeway Member and Vice Chairman of WP LLC; Partner of WP Julie A. Johnson Staples Member and Managing Director of WP LLC; Partner of WP Chansoo Joung Member and Managing Director of WP LLC; Partner of WP Peter R. Kagan Member and Managing Director of WP LLC; Partner of WP Charles R. Kaye Managing Member and Co-President of WP LLC; Managing General Partner of WP Rajesh Khanna (2) Member and Managing Director of WP LLC Henry Kressel Member and Managing Director of WP LLC; Partner of WP Kevin Kruse Member and Managing Director of WP LLC; Partner of WP Joseph P. Landy Managing Member and Co-President of WP LLC; Managing General Partner of WP Sidney Lapidus Member and Managing Director of WP LLC; Partner of WP Kewsong Lee Member and Managing Director of WP LLC; Partner of WP Jonathan S. Leff Member and Managing Director of WP LLC; Partner of WP Jeff Leng (3) Member and Managing Director of WP LLC David Li (4) Member and Managing Director of WP LLC Nicholas J. Lowcock (1) Member and Managing Director of WP LLC Philip Mintz Member and Managing Director of WP LLC; Partner of WP Rodman W. Moorhead III Member and Managing Director of WP LLC; Partner of WP James Neary Member and Managing Director of WP LLC; Partner of WP Bilge Ogut Member and Managing Director of WP LLC; Partner of WP Dalip Pathak Member and Managing Director of WP LLC; Partner of WP Lionel I. Pincus Member and Chairman of WP LLC; Partner of WP Pulak Chandan Prasad (2) Member and Managing Director of WP LLC Michael F. Profenius Member and Managing Director of WP LLC; Partner of WP Stan Raatz Member and Managing Director of WP LLC; Partner of WP Henry B. Schacht Member and Managing Director of WP LLC; Partner of WP Steven G. Schneider Member and Managing Director of WP LLC; Partner of WP Joseph C. Schull (5) Member and Managing Director of WP LLC Mimi Strouse Member and Managing Director of WP LLC; Partner of WP Patrick Sullivan Member and Managing Director of WP LLC; Partner of WP Chang Q. Sun (4) Member and Managing Director of WP LLC Barry Taylor Member and Managing Director of WP LLC; Partner of WP Christopher H. Turner Member and Managing Director of WP LLC; Partner of WP Simon Turton (1) Member and Managing Director of WP LLC John L. Vogelstein Member and Vice Chairman of WP LLC; Partner of WP John R. Vrolyk Member and Managing Director of WP LLC; Partner of WP Elizabeth H. Weatherman Member and Managing Director of WP LLC; Partner of WP David J. Wenstrup Member and Managing Director of WP LLC; Partner of WP Peter Wilson (1) Member and Managing Director of WP LLC Jeremy S. Young (1) Member and Managing Director of WP LLC Rosanne Zimmerman Member and Managing Director of WP LLC; Partner of WP Pincus & Company LLC* - ------------------------- ------------------------------------------------------ (1) Citizen of United Kingdom (2) Citizen of India (3) Citizen of China (4) Citizen of Hong Kong (5) Citizen of Canada * New York limited liability company; primary activity is ownership interest in WP and WP LLC EX-1 3 w3236469c.txt JOINT FILING AGREEMENT EXHIBIT 1 --------- JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT is entered into as of May 11, 2006, by and among the parties signatories hereto. The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of ARAMARK Corporation, a Delaware corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended. WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX, LLC, its General Partner, By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS IX, LLC By: Warburg Pincus Partners, LLC, its Sole Member, By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS PARTNERS, LLC By: Warburg Pincus & Co., its Managing Member By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner WARBURG PINCUS LLC By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Managing Director WARBURG PINCUS & CO. By: /s/ Scott A. Arenare ----------------------------------------------- Name: Scott A. Arenare Title: Partner By: /s/ Charles R. Kaye -------------------------------------------- Name: Charles R. Kaye By: Scott A. Arenare, Attorney-in-Fact By: /s/ Joseph P. Landy -------------------------------------------- Name: Joseph P. Landy By: Scott A. Arenare, Attorney-in-Fact EX-2 4 w3236469d.txt CONFIDENTIAL LETTER EXHIBIT 2 --------- Goldman, Sachs & Co. J.P. Morgan Securities Inc. Goldman Sachs Credit Partners L.P. 270 Park Avenue 85 Broad Street New York, New York 10017 New York, New York 10004 PERSONAL AND CONFIDENTIAL April 30, 2006 Joseph Neubauer c/o ARAMARK Corporation ARAMARK Tower 1101 Market Street Philadelphia, Pennsylvania 19107 GS Capital Partners V Fund, L.P. 85 Broad Street New York, New York 10004 J.P. Morgan Partners, LLC 1221 Avenue of the Americas New York, New York 10020 Thomas H. Lee Partners, L.P. 100 Federal Street, 35th Floor Boston, MA 02110 Warburg Pincus Private Equity IX, L.P. 466 Lexington Avenue New York, NY 10017 Ladies and Gentlemen: You have advised Goldman, Sachs & Co. ("Goldman Sachs"), Goldman Sachs Credit Partners L.P. ("GSCP") and J.P. Morgan Securities Inc. ("JPMorgan" and together with Goldman Sachs and GSCP, "we" or "us") that GS Capital Partners V Fund, L.P., J.P. Morgan Partners, LLC, Thomas H. Lee Partners, L.P. and Warburg Pincus Private Equity IX, L.P. (together, the "Sponsors") and Joseph Neubauer are submitting a proposal to acquire (the "Acquisition") all of the outstanding capital stock of ARAMARK Corporation (the "Acquired Business"). You have advised us that the Acquisition will be financed from a combination of equity contributed by the Sponsors in cash and the rollover and/or purchase of equity by Joseph Neubauer and certain other members of management of the Acquired Business (the "Equity Contribution") and funded indebtedness of approximately $6.25 billion to be incurred by the Acquired Business (1) through the sale or placement of senior and/or subordinated debt securities (the "Securities") or, in the event market conditions do not permit the issuance of the Securities at the closing of the Acquisition, interim financing in lieu thereof (the "Bridge Facility") and/or (2) under a senior credit facility (the "Credit Facility") and/or (3) an accounts receivable securitization facility (the "A/R Facility") and/or (4) the assumption of existing indebtedness of the Acquired Business ("Existing Indebtedness"). You have consulted with Goldman Sachs and GSCP, respectively, and JPMorgan concerning the sale of the Securities and the structuring and syndication of the Credit Facility, the Bridge Facility and the A/R Facility. Based on the information that you have provided to us to date and publicly available information, our analysis of the current market for loans and securities issued by entities engaged in similar industries and for transactions of this type and subject to the foregoing and such other matters as we consider relevant, we are pleased to inform you that, as of the date hereof, we are highly confident that the sale and placement of the Securities and the structuring and syndication of the Credit Facility, the Bridge Facility and the A/R Facility can be accomplished by Goldman Sachs and GSCP, respectively, and JPMorgan as part of the financing for the Acquisition as described above. We are pleased to confirm that we have received approval from our respective credit committees to deliver this letter to you. Obtaining financing for the Acquisition is inherently subject to uncertainties and contingencies beyond our control; accordingly, this letter is not a commitment to place or purchase the Securities or to place, purchase or provide any loans under the Credit Facility or the Bridge Facility or provide any advances under the A/R Facility, and there can be no assurance that the sale and placement of the Securities and/or the structuring and syndication of the Credit Facility, the Bridge Facility or the A/R Facility will in fact be accomplished. The provision of any such commitment would be subject to satisfactory completion of due diligence, satisfactory structure and documentation for the Acquisition and the financing and any such commitment, if issued by us, would be subject to satisfaction of conditions that are customary for these types of financings of acquisitions of public companies with you or your affiliates. In connection with this letter, we have relied without independent verification upon the accuracy and completeness of all of the financial, accounting, tax and other information reviewed by us for purposes of this letter. In addition, please note that Goldman Sachs, GSCP and JPMorgan do not provide, and nothing herein shall be construed to be, accounting, tax or legal advice. Very truly yours, /s/ Goldman, Sachs & Co. ---------------------------------------------- (Goldman, Sachs & Co.) Goldman Sachs Credit Partners L.P. By: /s/W. Archer ----------------------------------------- Authorized Signatory J.P. Morgan Securities Inc. By: /s/ B.J. Lillis ----------------------------------------- Name: Title: EX-3 5 w3236469e.txt LETTER FROM ARAMARK CORPORATION EXHIBIT 3 --------- May 1, 2006 ARAMARK Corporation Board of Directors ARAMARK Tower 1101 Market Street Philadelphia, Pennsylvania 19107 Ladies and Gentlemen: I am, together with funds managed by GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC (the "Sponsors"), pleased to propose to acquire by merger, for a purchase price of $32.00 in cash per share, all of the outstanding shares of Class A Common Stock and Class B Common Stock of ARAMARK Corporation (the "Company"). Our proposal would provide a substantial premium for all of the Company's public stockholders. I would participate by making a significant investment in the transaction and I expect that we would provide members of the Company's senior management team with the opportunity to participate in the transaction as well. I would continue as chairman and CEO following the transaction, and would expect that our senior leadership team would continue to lead the Company into the future with me. The transaction would be financed through a combination of (1) equity from investment funds managed by the four Sponsors and equity investments by myself and members of our senior management team, and (2) approximately $6.25 billion of debt financing to be arranged by Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities, Inc. We have received a "highly confident" letter from these institutions stating that they are highly confident of raising the approximately $6.25 billion of debt financing necessary to complete the transaction. A copy of this letter is enclosed for your interest. We anticipate that you will establish a special committee of independent directors authorized to retain independent financial and legal advisors (the "Special Committee") to consider our proposal. To facilitate that review, we intend to provide shortly (1) equity and debt commitment letters for all amounts necessary to effect the transaction and (2) a proposed merger agreement that we would be prepared to enter into. We are prepared to move very quickly to finalize the definitive transaction and related documents. Of course, no binding obligation on the part of the undersigned or the Company shall arise with respect to the proposal or any transaction unless and until a definitive merger agreement satisfactory to us and recommended by the Special Committee and approved by the Board of Directors is executed and delivered. We look forward to discussing our proposal with you further in the near future. Very truly yours, /s/ Joseph Neubauer ---------------------------------- Joseph Neubauer GS Capital Partners By: /s/ Sanjeev K. Mehra --------------------------------------- Name: Sanjeev K. Mehra Title: Managing Director J.P. Morgan Partners, LLC By: /s/ Stephen P. Murray --------------------------------------- Name: Stephen P. Murray Title: Managing Director Thomas H. Lee Partners, L.P. By: /s/ Todd M. Abbrecht --------------------------------------- Name: Todd M. Abbrecht Title: Managing Director Warburg Pincus LLC By: /s/ Kewsong Lee --------------------------------------- Name: Kewsong Lee Title: Managing Director -----END PRIVACY-ENHANCED MESSAGE-----