AMENDMENT NO 2 TO 13G

-----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, GTd3lgajZuPPohkcvjzwN5go9jSA1L49f/Fd0FzfselMNYscgg+I3CEoWDRcrbJR C/lCpv056fEdJDNkRm6Paw== 0001193125-04-024863.txt : 20040217 0001193125-04-024863.hdr.sgml : 20040216 20040217143853 ACCESSION NUMBER: 0001193125-04-024863 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040217 GROUP MEMBERS: HIGHFIELDS CAPITAL LTD GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S JACOBSON GROUP MEMBERS: RICHARD L GRUBMAN 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62375 FILM NUMBER: 04607385 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: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SC 13G/A 1 dsc13ga.htm AMENDMENT NO 2 TO 13G AMENDMENT NO 2 TO 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ARAMARK CORPORATION

(Name of Issuer)

CLASS B COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

038521100

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)


CUSIP No. 038521100		13G/A		Page 2 of 12 Pages



1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Highfields Capital Management LP

2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

5,385,899

6. Shared Voting Power

7. Sole Dispositive Power

5,385,899

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,385,899

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 5.1%

12.		Type of Reporting Person PN


CUSIP No. 038521100		13G/A		Page 3 of 12 Pages



1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Highfields GP LLC

2.		Check the Appropriate Box if a Member of a Group (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

5,385,899

6. Shared Voting Power

7. Sole Dispositive Power

5,385,899

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,385,899

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 5.1%

12.		Type of Reporting Person OO


CUSIP No. 038521100		13G/A		Page 4 of 12 Pages



1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Jonathon S. Jacobson

2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

5,385,899

6. Shared Voting Power

7. Sole Dispositive Power

5,385,899

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,385,899

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 5.1%

12.		Type of Reporting Person IN


CUSIP No. 038521100		13G/A		Page 5 of 12 Pages



1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Richard L. Grubman

2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization United States

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

5,385,899

6. Shared Voting Power

7. Sole Dispositive Power

5,385,899

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 5,385,899

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 5.1%

12.		Type of Reporting Person IN


CUSIP No. 038521100		13G/A		Page 6 of 12 Pages



1.		Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) Highfields Capital Ltd.

2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨

3.		SEC Use Only

4.		Citizenship or Place of Organization Cayman Islands, B.W.I.

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. Sole Voting Power

3,743,311

6. Shared Voting Power

7. Sole Dispositive Power

3,743,311

8. Shared Dispositive Power


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 3,743,311

10.		Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares ¨

11.		Percent of Class Represented by Amount in Row (9) 3.6%

12.		Type of Reporting Person PN


CUSIP No. 038521100		13G/A		Page 7 of 12 Pages


Item 1.	(a)	Name of Issuer:

		Aramark Corporation

	(b)	Address of Issuer’s Principal Executive Offices

		1101 Market Street, Philadelphia, PA 19107

Item 2.	(a)	Name of Person Filing:

		This statement is being filed by the following persons with respect to the shares of Class B Common Stock of the Issuer directly owned by Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd. (collectively, the “Funds”):

		(i)	Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

		(ii)	Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

		(iii)	Jonathon S. Jacobson, a Managing Member of Highfields GP; and

		(iv)	Richard L. Grubman, a Managing Member of Highfields GP.

		This statement is also being filed by Highfields Capital Ltd., an exempted limited company organized under the laws of the Cayman Islands, B.W.I., with respect to the shares of Class B Common Stock of the Issuer owned by Highfields Capital Ltd. (which shares of Common Stock are also included in the filings for Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman).

		Highfields Capital Management, Highfields GP, Mr. Jacobson, Mr. Grubman and Highfields Capital Ltd. are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2.	(b)	Address of Principal Business Office or, if None, Residence:

		Address for Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman: c/o Highfields Capital Management 200 Clarendon Street, 51st Floor Boston, Massachusetts 02116

		Address for Highfields Capital Ltd.: c/o Goldman Sachs (Cayman) Trust, Limited Harbour Centre, Second Floor


CUSIP No. 038521100		13G/A		Page 8 of 12 Pages

George Town, Grand Cayman

Cayman Islands, B.W.I.

Item 2.

(c)

Citizenship:

Highfields Capital Management – Delaware

Highfields GP – Delaware

Jonathon S. Jacobson – United States

Richard L. Grubman – United States

Highfields Capital Ltd. – Cayman Islands, B.W.I.

Item 2.

(d)

Title of Class of Securities:

Class B Common Stock, par value $0.01 per share

Item 2.

(e)

CUSIP Number:

038521100

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

Investment company registered under Section 8 of the Investment Company Act.

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;


CUSIP No. 038521100		13G/A		Page 9 of 12 Pages

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

(a)

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman:

(a)

Amount beneficially owned:

5,385,899 shares of Class B Common Stock

(b)

Percent of class:

5.1%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 5,385,899

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 5,385,899

(iv)

Shared power to dispose or to direct the disposition of: 0

For Highfields Capital Ltd.:

(a)

Amount beneficially owned:

3,743,311 shares of Class B Common Stock

(b)

Percent of class:

3.6%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,743,311

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 3,743,311


CUSIP No. 038521100		13G/A		Page 10 of 12 Pages

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The shares beneficially owned by Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman are owned by the Funds. Highfields Ltd. owns 3.6% of the shares; both Highfields Capital I LP and Highfields Capital II LP individually own less than 5% of the shares. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Mr. Jacobson and Mr. Grubman has the power to direct the dividends from or the proceeds of the sale of the shares owned by the Funds.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 038521100		13G/A		Page 11 of 12 Pages

SIGNATURE

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.

February 17, 2004

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title

RICHARD L. GRUBMAN

/s/ Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title


CUSIP No. 038521100		13G/A		Page 12 of 12 Pages

HIGHFIELDS CAPITAL LTD.

By: Highfields Capital Management LP, its Investment Manager

By: Highfields GP LLC, its General Partner

Kenneth H. Colburn

Signature

Kenneth H. Colburn, Authorized Signatory

Name/Title

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