-----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, Opsq1HoJE6kIiOKKJv12TsqAOF9HRb4o1h8XvD/356HozqT5Fzju9elcHdNim873 7jWg1OCVvfDuwGLhdzFA/w== 0001021408-02-012295.txt : 20021007 0001021408-02-012295.hdr.sgml : 20021007 20021007171210 ACCESSION NUMBER: 0001021408-02-012295 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021007 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62375 FILM NUMBER: 02783408 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: NEUBAUER JOSEPH CENTRAL INDEX KEY: 0000905129 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THE ARA GROUP INC STREET 2: 1101 MARKET STREET CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2152383000 SC 13D/A 1 dsc13da.txt AMENDMENT NO.7 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 7 )* ARAMARK CORPORATION ------------------- (Name of Issuer) Common Stock, Class A, $.01 Par Value Per Share Common Stock, Class B, $.01 Par Value Per Share ------------------------------------------------ (Title of Class of Securities) Common Stock, Class A: none Common Stock, Class B: 038521100 -------------------------------- (CUSIP Number) Bart J. Colli, General Counsel ARAMARK Corporation, 1101 Market Street, Philadelphia, PA 19107 (215) 238-6846 ------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 7, 2002 ------------------------------------------------------------ (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 Rule 13d-1(e), 13d-1(f) or 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 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 (the "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). (Continued on following pages) -1- SCHEDULE 13D CUSIP No. None 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only) Joseph Neubauer - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS PF/1/ - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2 (d) or 2 (e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 26,138,049 Class A Common Stock SHARES 17,531,031 Class B Common Stock/2/ BENEFICIALLY -------------------------------------------------------------- OWNED BY EACH 8. SHARED VOTING POWER REPORTING None PERSON WITH -------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 26,138,049 Class A Common Stock 17,531,031 Class B Common Stock/2/ -------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- _____________________ /1/ Some of the shares of Class A Common Stock are pledged to secure the lines of credit disclosed in Item 6. -2- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,138,049 Class A Common Stock 17,531,031 Class B Common Stock/2/ - -------------------------------------------------------------------------------- 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) 20.4% Class A Common Stock/3/ 22.2% Class B Common Stock/3/ - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- ___________________ /2/ Includes 39,000 shares currently outstanding and 17,492,031 shares issuable upon conversion of an equal number of shares of Class A Common Stock. The total number of shares of Class A Common Stock reflected herein also include the 17,492,031 shares referenced in the preceding sentence, which are currently, or will be within 60 days, convertible into an equal number of shares of Class B Common Stock. Upon conversion of any shares of Class A Common Stock, beneficial ownership of Class A Common Stock will be reduced by the number of shares converted. /3/ Based on the number of the shares of Class A Common Stock and Class B Common Stock outstanding as of July 26, 2002, as reported in the Issuer's Form 10-Q for the quarter ended June 28, 2002. -3- SCHEDULE 13D This Amendment No. 7 amends the Schedule 13D, as amended, filed by Joseph Neubauer (the "Reporting Person") with the Securities and Exchange Commission (the "Commission"). Item 1. Security and Issuer. This Amendment No. 7 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 (the "Issuer"). The principal executive office of the Issuer is located at ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. On December 14, 2001, in connection with the merger of the previously existing ARAMARK Corporation ("Old ARAMARK") into the Issuer (the "Merger"), the Issuer issued two shares of its Class A Common Stock in exchange for each outstanding share of Old ARAMARK class B common stock, par value $0.01 per share (the "Old Class B Common Stock"). The shares of Class A Common Stock into which the shares of Old Class B Common Stock were converted were classified as follows: one-third of which as Class A-1 Common Stock, par value $0.01 per share (the "Class A-1 Common Stock"), one-third of which as Class A-2 Common Stock, par value $0.01 per share (the "Class A-2 Common Stock") and one-third of which as Class A-3 Common Stock, par value $0.01 per share (the "Class A-3 Common Stock"). The terms of the Class A-1 Common Stock, Class A-2 Common Stock and Class A-3 Common Stock are identical except that, subject to limited exceptions, the Class A-1 Common Stock cannot be converted into unrestricted Class B Common Stock for a period of 180 days following the December 10, 2001 pricing of the initial public offering of the Class B Common Stock of the Issuer (the "IPO"), the Class A-2 Common Stock cannot be converted into unrestricted Class B Common Stock for a period of 360 days following the IPO and the Class A-3 Common Stock cannot be converted into unrestricted Class B Common Stock until 540 days following the IPO. As of October 7, 2002, the Reporting Person was deemed to beneficially own the shares of Class B Common Stock into which his Class A-1 Common Stock are convertible, and into which his Class A-2 Common Stock could be converted on or after December 6, 2002. To the extent any shares of Class A Common Stock beneficially owned by the Reporting Person are converted into Class B Common Stock, the Reporting Person's beneficial ownership of Class A Common Stock will be reduced by an equal number of shares. Item 2. Identity and Background. (a) The name of the person filing this Amendment No. 7 is Joseph Neubauer. -4- (b) The Reporting Person's business address is c/o ARAMARK Corporation, ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. (c) The Reporting Person is Chairman and Chief Executive Officer and a Director of the Issuer, ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in the Reporting Person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person has fully paid all loans used for the purpose of acquiring Issuer's Common Stock. Item 5. Interest in Securities of the Issuer. (a) The aggregate number of shares of Class A Common Stock beneficially owned by the Reporting Person as of the date hereof is 26,138,049. Of these shares, 2,125,469 are held by the Neubauer Family Foundation (the "Foundation"), of which the Reporting Person is sole trustee, and 17,531,031 are, or will be within 60 days, convertible into an equal number of shares of Class B Common Stock. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as of the date hereof is 17,531,031. Of these shares of Class B Common Stock (i) 17,492,031 shares are issuable currently or within 60 days, upon conversion of an equal number of shares of Class A Common Stock (including 1,416,980 shares held by the Foundation) and (ii) the Foundation currently holds 39,000 outstanding shares. The percentage of outstanding Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person is approximately 20.4% and 22.2%, respectively. /2/ To the extent any shares of Class A Common Stock beneficially owned by the Reporting Person are converted into Class B Common Stock, the Reporting Person's beneficial ownership of Class A Common Stock will be reduced by an equal number of shares. -5- (b) The Reporting Person has sole power to vote and sole power to dispose or direct the disposition of the 26,138,049 shares of Class A Common Stock and the 17,531,031 shares of Class B Common Stock referenced in the preceding paragraph. (c) Not applicable. (d) The Banks referred to in Item 6 below have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of their respective Pledged Shares referred to in Item 6 below. In each case, such Pledged Shares represent less than 5% of the Class A Common Stock and less than 5% of the Class B Common Stock. The Foundation has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 2,125,469 shares of Class A Common Stock and the 1,455,980 shares of Class B Common Stock beneficially owned by the Foundation. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Shares of the Class A Common Stock described in Item 5 above (the "Pledged Shares") have been pledged as follows: (i) the Reporting Person has pledged 920,538 shares and 3,085,290 shares, respectively, to two banks (respectively, "Bank 1" and "Bank 2" and collectively the "Banks") to secure borrowings by the Reporting Person from time to time outstanding under lines of credit made available by the Banks and (ii) the Foundation has pledged 91,500 shares to Bank 2 to secure borrowings by the Foundation from time to time outstanding under a line of credit made available by Bank 2. Approximately two-thirds of the shares of Class A Common Stock pledged to each Bank are convertible currently or within 60 days into an equal number of shares of Class B Common Stock. -6- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information in this statement is true, complete and correct. Date: October 7, 2002 /s/ Joseph Neubauer -------------------------- Joseph Neubauer -7- -----END PRIVACY-ENHANCED MESSAGE-----