
<PAGE>
 
                                                               EXHIBIT 99.(A)(1)
 
                          OFFER TO PURCHASE FOR CASH
 
                                      BY
 
                              ARAMARK CORPORATION
 
              ALL OUTSTANDING SHARES OF ITS CLASS A COMMON STOCK
 
                                      AT
 
                               $500.00 PER SHARE
 
             THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M.,
      PHILADELPHIA TIME, ON JUNE 15, 1998, UNLESS THE OFFER IS EXTENDED.
 
  ARAMARK Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender all outstanding shares of its Common Stock, Class A,
par value $0.01 per share (the "Shares"), to the Company at a price of $500.00
per Share, upon the terms and subject to the conditions set forth in this
Offer to Purchase and the related Letter of Transmittal (which together
constitute the "Offer").
 
  On May 12, 1998, the Board of Directors of the Company approved the Offer as
a means of increasing the employee ownership of the Company. The Offer is
expected to have such an effect because almost all of the outstanding Shares
(other than Shares owned by the Company's benefit plans) are owned by holders
other than directors and employees of the Company and all of the outstanding
shares of Common Stock, Class B, par value $0.01 per share, of the Company
(the "Class B Common Stock" and, collectively with the Shares, the "Common
Stock") are owned by such directors, employees and their permitted
transferees. In connection with the Offer, the three largest institutional
holders, Goldman, Sachs & Co., Chase Capital Partners and Metropolitan Life
Insurance Company, have advised the Company that they intend (but have not
committed) to tender not less than 163,440 (100% of its holdings), 73,520
(100% of its holdings) and 40,000 (25% of its holdings) Shares, respectively,
in the Offer. Based upon preliminary indications from the trustees of the
Company's benefit plans (which hold approximately 923,204 Shares or 49% of the
outstanding Shares), the Company also anticipates that such benefit plans will
tender approximately 400,000 Shares in the Offer. The Offer is also being made
in connection with the settlement of certain litigation initiated by certain
holders of the Shares. See "Background and Purpose of the Offer" and Section
8.
 
  THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) AT LEAST 900,000
SHARES OF CLASS A COMMON STOCK BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR
TO THE EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION"), AND (2) THE APPROVAL
BY THE COURT (AS DEFINED HEREIN) OF THE TERMS OF THE STIPULATION (AS DEFINED
HEREIN) (THE "SETTLEMENT CONDITION"). SEE SECTIONS 6 AND 8.
 
  On May 1, 1998, there were 1,898,887 Shares outstanding. The Shares are not
listed on any exchange nor is there any established trading market for the
Shares. The Company as a matter of course obtains an appraisal of the fair
market value of the Shares as of December 1, March 1, June 1 and September 1
of each year. The most recent appraisal of the fair market value per Share was
$352.50, according to an appraisal completed by Houlihan, Lokey, Howard &
Zukin Financial Advisors Inc. ("HLHZ") as of March 1, 1998. The results of the
June 1, 1998 appraisal of the Shares will be provided in a supplement to this
Offer to Purchase to the holders of record of the Shares prior to the
Expiration Date. See Sections 6 and 7.
 
  THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES.
 
May 15, 1998
 
<PAGE>
 
                                   IMPORTANT
 
  Any stockholders desiring to tender all or any portion of their Shares
should complete and sign the Letter of Transmittal or a facsimile thereof in
accordance with the instructions in the Letter of Transmittal and mail or
deliver it with any other required documents and the stock certificates for
such Shares to the Special Depositary Group, consisting of three members of
management of the Company and formed for the specific purpose of acting, and
authorized by the Board of Directors to act, as the Depositary with respect to
the Offer (the "Depositary").
 
  TO EFFECT A VALID TENDER OF SHARES, STOCKHOLDERS MUST VALIDLY COMPLETE THE
LETTER OF TRANSMITTAL.
 
  Questions and requests for assistance or for additional copies of this Offer
to Purchase or the Letter of Transmittal may be directed to the Depositary at
the address and telephone number set forth on the back cover of this Offer to
Purchase.
 
  THE COMPANY HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON
BEHALF OF THE COMPANY AS TO WHETHER STOCKHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES PURSUANT TO THE OFFER. THE COMPANY HAS NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION
WITH THE OFFER ON BEHALF OF THE COMPANY OTHER THAN THOSE CONTAINED IN THIS
OFFER TO PURCHASE OR IN THE LETTER OF TRANSMITTAL. DO NOT RELY ON ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATIONS, IF GIVEN OR MADE,
AS HAVING BEEN AUTHORIZED BY THE COMPANY.
 
                                       2
<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
SECTION                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
SUMMARY....................................................................   4
INTRODUCTION...............................................................   5
BACKGROUND AND PURPOSE OF THE OFFER........................................   6
THE OFFER..................................................................  10
   1. TERMS OF THE OFFER...................................................  10
   2. PROCEDURE FOR TENDERING SHARES.......................................  11
   3. WITHDRAWAL RIGHTS....................................................  12
   4. ACCEPTANCE FOR PAYMENT AND PAYMENT...................................  12
   5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES..............................  13
   6. CERTAIN CONDITIONS OF THE OFFER......................................  15
   7. APPRAISAL PRICE OF SHARES; DIVIDENDS.................................  16
   8. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS..........................  17
   9. SOURCE AND AMOUNT OF FUNDS...........................................  18
  10. CERTAIN INFORMATION ABOUT THE COMPANY................................  19
  11. CERTAIN EFFECTS OF THE OFFER.........................................  24
  12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES..................  24
  13. FEES AND EXPENSES....................................................  25
  14. MISCELLANEOUS........................................................  25
</TABLE>
 
 
                                       3
<PAGE>
 
                                    SUMMARY
 
  This general summary is provided for the convenience of the holders of Shares
and is qualified in its entirety by reference to the full text and more
specific details of this Offer to Purchase.
 
The Company.................  ARAMARK Corporation, a Delaware corporation.
 
The Shares..................  Common Stock, Class A, par value $0.01 per share,
                              of the Company.
 
Number of shares to be        All outstanding Shares as are validly tendered.
Purchased...................
 
Purchase Price..............  $500.00 per Share, without interest thereon.
 
How to Tender Shares........  See Section 2. Call the Depositary for assistance
                              at (215) 238-3246.
 
Brokerage Commissions.......  None.
 
Stock Transfer Tax..........  None.
 
Expiration Date.............  June 15, 1998, at 5:00 P.M. Philadelphia time,
                              unless extended by the Company.
 
Payment Date................  As soon as practicable after the Expiration Date.
 
Position of the Company and
 its Directors..............
                              Neither the Company nor its Board of Directors
                              makes any recommendation to any stockholder as to
                              whether to tender or refrain from tendering
                              Shares.
 
Withdrawal Rights...........  Tendered Shares may be withdrawn at any time
                              until 5:00 P.M., Philadelphia time, on June 15,
                              1998, unless the Offer is extended by the Company
                              and, unless previously purchased, after July 14,
                              1998. See Section 3.
 
Purpose of Offer............  The Offer is intended to increase employee
                              ownership of the Company since almost all Shares
                              (other than Shares owned by the Company's benefit
                              plans) are owned by holders other than directors
                              and employees of the Company.
 
Appraisal Price of Shares...  The most recent appraisal of the fair market
                              value per Share was $352.50, according to an
                              appraisal completed by HLHZ as of March 1, 1998.
                              The results of the June 1, 1998 appraisal of the
                              Shares will be provided in a supplement to this
                              Offer to Purchase to the holders of record of the
                              Shares prior to the Expiration Date. See Sections
                              6 and 7.
 
                                       4
<PAGE>
 
TO THE HOLDERS OF SHARES OF CLASS A
COMMON STOCK OF ARAMARK CORPORATION:
 
                                 INTRODUCTION
 
  ARAMARK Corporation, a Delaware corporation (the "Company"), invites its
stockholders to tender all outstanding shares of its Common Stock, Class A,
par value $0.01 per share (the "Shares"), to the Company at a price of $500.00
per Share, (the "Purchase Price"), upon the terms and subject to the
conditions set forth in this Offer to Purchase and the related Letter of
Transmittal (which together constitute the "Offer").
 
  The Company will pay the Purchase Price for all outstanding Shares validly
tendered prior to the Expiration Date (as defined in Section 1) and not
withdrawn, upon the terms and subject to the conditions of the Offer.
 
  THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) AT LEAST 900,000
SHARES OF CLASS A COMMON STOCK BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR
TO THE EXPIRATION OF THE OFFER (THE "MINIMUM CONDITION"), AND (2) THE APPROVAL
BY THE COURT (AS DEFINED HEREIN) OF THE TERMS OF THE STIPULATION (AS DEFINED
HEREIN) (THE "SETTLEMENT CONDITION"). SEE SECTIONS 6 AND 8.
 
  The Purchase Price will be paid to the tendering stockholder in cash for all
Shares purchased. Tendering stockholders will not be obligated to pay
brokerage commissions, solicitation fees or stock transfer taxes on the
Company's purchase of Shares pursuant to the Offer.
 
  THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS
MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN
FROM TENDERING SHARES.
 
  The Offer provides stockholders who are considering a sale of all or a
portion of their Shares with the opportunity to do so at a premium to the most
recent appraisal price of the Shares and without transaction costs. The Offer
also allows stockholders to sell a portion of their Shares while retaining a
continuing equity interest in the Company. The Purchase Price is not intended
to represent a stockholder's proportionate interest in the enterprise value of
the Company. Class A stockholders who do not tender any of their Shares in the
Offer will, and Class A stockholders who tender less than all of their Shares
in the Offer may, experience an increase in their percentage Share ownership
interests as a result of the consummation of the Offer and thus an increase in
their proportionate interest in the Company's assets and equity, and therefore
in the Company's future earnings and assets, subject to future corporate
action, including the issuance of additional securities. As a result,
stockholders who do not tender in the Offer may benefit, along with other
Class A stockholders who do not tender in the Offer and the holders of the
shares of Class B Common Stock, from any future growth in the Company's
business and equity value.
 
  In connection with the Offer, the three largest institutional holders,
Goldman, Sachs & Co. ("Goldman Sachs"), Chase Capital Partners and
Metropolitan Life Insurance Company ("MetLife") have advised the Company that
they intend (but have not committed) to tender not less than 163,440 (100% of
its holdings), 73,520 (100% of its holdings) and 40,000 (25% of its holdings)
Shares, respectively, in the Offer. Based upon preliminary indications from
the trustees of the Company's benefit plans (which hold approximately 923,204
Shares or 49% of the outstanding Shares), the Company also anticipates that
such benefit plans will tender approximately 400,000 Shares in the Offer. Any
of such Shares which are tendered by such stockholders may be withdrawn
pursuant to the procedures set forth in Section 3 hereof at any time prior to
the Expiration Date and, unless theretofore accepted for payment and paid for
by the Company pursuant to the Offer, may also be withdrawn at any time after
July 14, 1998.
 
  On May 1, 1998, there were 1,898,887 Shares outstanding, held by
approximately 200 holders of record. The Shares are not listed on any exchange
nor is there any established trading market for the Shares. The
 
                                       5
<PAGE>
 
Company as a matter of course obtains an appraisal of the fair market value of
the Shares as of December 1, March 1, June 1 and September 1 of each year. The
most recent appraisal of the fair market value per Share was $352.50,
according to an appraisal completed by Houlihan, Lokey, Howard & Zukin
Financial Advisors Inc. ("HLHZ") as of March 1, 1998. The results of the June
1, 1998 appraisal of the Shares will be provided in a supplement to this Offer
to Purchase to the holders of record of the Shares prior to the Expiration
Date. See Sections 6 and 7.
 
                      BACKGROUND AND PURPOSE OF THE OFFER
 
  During 1997, the Company's management began to review various alternatives
for increasing management ownership in the Company, aligning more closely the
investment interests of management owners with the performance of the business
groups for which they work and enhancing stockholder value. During the 1997
fiscal year, senior members of the Company's management began preliminary
discussions with J.P. Morgan Securities Inc. ("J.P. Morgan") and with Goldman
Sachs and other Outside Stockholders ("Outside Stockholders" are holders of
Shares other than benefit plans and certain former managers of the Company)
regarding the possible means of achieving the foregoing objectives. Goldman
Sachs and J.P. Morgan historically have been financial advisors to the
Company.
 
  The Company's senior management considered several alternatives for
achieving its objectives, including continuing current operations without
change; the spin-off of one or more of the subsidiaries comprising each of the
Company's business groups; the merger or sale of the Company or of one or more
of the subsidiaries comprising each of the business groups; the initial public
offering of the Company or any business group; or acquiring other businesses.
As a result of studying these alternatives, and discussing them with the
Company's advisors and certain Outside Stockholders, the Company's senior
management concluded a recapitalization of the Company that included as an
element the alignment of employees' investment interests would most nearly
achieve all of its objectives.
 
  Accordingly, in July and August 1997, after consultations with its financial
and legal advisors and after additional discussions with certain Outside
Stockholders, the Company's senior management developed a plan of
recapitalization (the "Recapitalization Plan") pursuant to which, among other
things:
 
  . the Company would redeem from the Outside Stockholders all of their
   Shares for $347.50 per Share in cash (or, at the election of certain
   eligible stockholders, such amount in installment notes);
 
  . the other holders of Shares would receive $347.50 per Share (in the case
   of the Company's benefit plans) or $295.50 per Share (in the case of the
   Company's former managers) in cash or, at their election, shares of a
   newly created class of "composite stock" reflecting an interest in all of
   the "Business Groups" of the Company (consisting of the ARAMARK education
   group, the ARAMARK food and support group and the ARAMARK uniform group)
   and all other businesses and investments of the Company; and
 
  . the holders of the Class B Common Stock would receive $29.55 per share in
   cash or, at their election, shares of one of three newly created classes
   of stock (each a "Business Group Stock") designed to track the performance
   of the particular "Business Group" for which such holder worked and shares
   of an additional newly created class of "composite stock" (except that
   holders who did not work for any particular Business Group, including
   executive officers and corporate staff of the Company, would receive only
   "composite stock" upon such election).
 
  At a meeting held on August 12, 1997, the Board of Directors received a
preliminary report from management concerning the Recapitalization Plan and
the other alternatives for achieving its objectives that management had
studied. The presentation indicated that the Recapitalization Plan was the
alternative which was considered the most likely to further the objective of
aligning management owners' investment interests with the performance of the
respective Business Groups for which they work, while preserving the
financial, strategic and operational benefits of remaining a single
corporation. Following the presentation, the Board of Directors directed
management to continue its review of the Recapitalization Plan with the
assistance of its outside legal counsel and financial advisors.
 
                                       6
<PAGE>
 
  Meetings of the Board of Directors were held on September 22, October 20,
and November 11, 1997 at which the Company's management made presentations
regarding the Recapitalization Plan. Presentations were also made by the
Company's financial advisors on October 20, 1997 and by the Company's legal
advisors on September 22 and October 20, 1997. On January 6, 1998 after having
received and considered more detailed and updated presentations, including a
fairness opinion from J.P. Morgan, the Board of Directors unanimously approved
the Recapitalization Plan.
 
  Thereafter, in its proxy statement dated January 8, 1998, the Company
submitted to the stockholders of the Company the Recapitalization Plan for
their approval at the 1998 annual meeting of stockholders to be held on
February 10, 1998.
 
  On January 14 and February 2, 1998, MetLife and several other Outside
Stockholders (collectively, the "Plaintiffs") commenced proceedings by filing
various complaints with respect to the Recapitalization Plan against the
Company and each of its directors in the Court of Chancery of the State of
Delaware in and for New Castle County (the "Court"). See Section 8. The
Plaintiffs claimed that, among other things, the consideration to be received
by the Outside Stockholders in the Recapitalization Plan was inconsistent with
the Delaware law concept that stockholders are entitled to the "fair value" of
their shares in an involuntary transaction. The Plaintiffs alleged that a
private company discount was inappropriately applied in establishing the per
share price at which the Shares were to be redeemed in the Recapitalization
and that such discount was not consistent with the Delaware law concept of
"fair value." One of the Plaintiffs contended that its financial expert,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, had applied five valuation
methods to estimate the true value of the Shares in an involuntary transaction
context and that such valuation methods yielded a per Share range of between
$460 to $870, which did not include the application of any private company
discount. This range was contrasted with the $323.10 to $403.80 per Share
range, after applying a private company discount, that resulted from J.P.
Morgan's analysis of the value of the Shares at January 6, 1998 in connection
with the Recapitalization Plan. Prior to applying that discount, J.P. Morgan's
valuation methods, which included a comparable companies analysis and a
discounted cash flow analysis of the Business Groups of the Company, yielded a
per Share range of between $478.60 and $598.20 at January 6, 1998.
 
  For each comparable company, J.P. Morgan reviewed the following multiples
using the most recent publicly available information: firm value (which
includes the market value of equity and preferred stock plus debt net of cash
and marketable securities) to latest twelve months ("LTM") earnings before
interest and taxes ("EBIT") and to projected 1998 and 1999 EBIT; firm value to
LTM EBIT plus depreciation and amortization ("EBITDA") and to projected 1998
and 1999 EBITDA; and equity value (which includes the market value of equity
and preferred stock) to LTM earnings and to projected 1998 and 1999 earnings.
The financial data and ratios that J.P. Morgan used in its comparable
companies analysis were based on information publicly available at the time
that the analysis was performed, in late December 1997. That information may
or may not be valid at the time that this Offer is made.
 
  J.P. Morgan conducted a discounted cash flow analysis for the purpose of
determining a range of firm values for each of the Business Groups. J.P.
Morgan calculated the unlevered free cash flows that each of the three
Business Groups was expected to generate during fiscal years 1998 through 2003
based upon financial projections prepared by the management of the Company. In
addition, J.P. Morgan performed sensitivity analyses to understand the effect
on firm values of adjustments to management projections, including adjustments
to reflect lower sales growth, lower operating margins, and higher capital
expenditures during the period. J.P. Morgan calculated a range of terminal
asset values of the three Business Groups at the end of fiscal year 2003 by
applying a perpetuity growth rate ranging from 2.5% to 4.0% of the unlevered
free cash flow of the relevant Business Group during the final year of the 6-
year period. The unlevered free cash flows and the range of terminal asset
values were then discounted to present values using a range of discount rates
from 9.0% to 10.0%, which were chosen by J.P. Morgan based upon an analysis of
the weighted average cost of capital of the three Business Groups. The present
value of the unlevered free cash flows and the range of terminal asset values
were then added to arrive at a range of firm values for each of the three
Business Groups. The financial data that J.P. Morgan used in its discounted
cash flow analysis may or may not be valid at the time that this Offer is
made.
 
                                       7
<PAGE>
 
  On February 5, 1998, the Court issued an oral ruling granting Plaintiffs'
motions for a preliminary injunction prohibiting the Company and the Board of
Directors from proceeding with the Recapitalization Plan (the "Ruling") and
entered an order on February 10, 1998 preliminarily enjoining the Company and
the Board of Directors from voting on, implementing or consummating the
Recapitalization Plan except for making supplemental disclosures. On the same
day, the Company and its directors sought an interlocutory appeal of the
Ruling to the Delaware Supreme Court. Due to the Ruling, the annual meeting of
stockholders was adjourned, and the stockholder proceedings with respect to
the Recapitalization Plan were thereby postponed, pending the outcome of such
appeal.
 
  Following the Ruling, the Company's senior management explored various
modifications and alternatives to the Recapitalization Plan which would permit
the Company to achieve its goals in a manner consistent with the Ruling and
some or all of the concerns raised by the Plaintiffs. In connection therewith,
the Company retained an additional outside legal advisor in February 1998. The
Company's senior management also held several additional discussions with
certain Outside Stockholders, including Goldman Sachs and MetLife, relating to
structuring a transaction which would be acceptable to such Outside
Stockholders.
 
  On March 1, 1998, HLHZ rendered its quarterly appraisal of the fair market
value of the Shares and the shares of Class B Common Stock as of such date.
Such appraisal indicated that the fair market value of the Shares and the
shares of Class B Common Stock was $352.50 and $29.95, respectively.
 
  After a great deal of consideration, the Company's management, after
consultation with directors, decided that the Company would not go forward
with the Recapitalization Plan. Consequently, on March 26, 1998, the Company
moved to dismiss the interlocutory appeal to the Delaware Supreme Court. The
Delaware Supreme Court dismissed the appeal on March 31, 1998. On April 10,
1998, the annual meeting of stockholders was reconvened and concluded without
consideration of the Recapitalization Plan.
 
  On April 10, a telephonic meeting of the Board of Directors was convened.
The Company's management reported to the Board of Directors management's view
that it was not desirable to attempt to accomplish through a single
transaction the goals of increasing employee ownership of the Company and of
aligning more closely the investment interests of the employee stockholders
with the performance of their Business Groups. Management's presentation
indicated that the separation of the objective of further aligning employee
ownership interests from the objective of increasing employee ownership also
provided more time to study the Business Group Stock structure and other
alternatives for achieving the alignment objective. Moreover, the Company's
management also suggested that there was a significant opportunity to settle
the litigation and further the Company's goal of increasing employee ownership
if the Company was prepared to purchase on a more expedited basis from the
Plaintiffs and other stockholders their Shares at a price acceptable to the
Company and such stockholders. Based on a review by the Company's advisors,
management reported to the Board of Directors that it had determined that a
tender offer could be the most efficient and least complex procedure for
increasing employee ownership of the Company at this time. Following
management's presentation, the Board of Directors authorized management to
continue to pursue, in consultation with the Company's legal advisors, the
possibility of a tender offer by the Company as a means to further the
Company's objective of increasing employee ownership. The Board of Directors
also authorized the engagement of Morgan Stanley & Co. Incorporated ("Morgan
Stanley") to assist management in its review of the financial impact on the
Company of a potential tender offer and to potentially render a fairness
opinion to the Company in connection with any such tender offer.
 
  During April and early May 1998, prior to the announcement of the tender
offer, the Company's management held discussions with certain Outside
Stockholders, including the Plaintiffs, relating to the purchase of such
holders' Shares in a potential tender offer. The Company and its advisors also
negotiated with the Plaintiffs the terms of a settlement agreement relating to
the Ruling which would be entered into in connection with the tender offer.
 
  At a meeting held on May 12, 1998, the Board of Directors unanimously
approved the Offer. In connection therewith, Morgan Stanley delivered to the
Board of Directors its opinion that the consideration to be paid by
 
                                       8
<PAGE>
 
the Company to the holders of the Shares in the Offer is fair from a financial
point of view to the Company. The Board of Directors also received from HLHZ
an opinion relating to the solvency of the Company giving effect to the Offer.
In its presentation to the Board of Directors concerning the fairness of the
Offer to the Company, Morgan Stanley delivered its oral opinion, which was
confirmed in a written opinion dated May 12, 1998, that on the date thereof
and subject to the assumptions made, matters considered and limitations on the
review undertaken, the consideration to be paid pursuant to the Offer was fair
from a financial point of view to the Company. Morgan Stanley indicated that
in connection with its fairness opinion it had applied two valuation methods
(a discounted cash flow analysis and a comparable companies analysis) and such
valuation analyses yielded per Share ranges of between $690.80 and $949.00 and
$637.20 and $814.90, respectively. Morgan Stanley did not apply any private
company discounts in connection with such valuation analyses. THE OPINION
DELIVERED BY MORGAN STANLEY WAS NOT AN OPINION AS TO THE VALUE OF THE SHARES,
NOR WAS IT AN OPINION RESPECTING THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW
OR OTHERWISE, TO THE HOLDERS OF THE SHARES TO WHOM THE OFFER IS BEING
EXTENDED.
 
  On May 15, 1998, the Company and the Plaintiffs in the Class Action (as
defined in Section 8) filed with the Court a stipulation of settlement. See
Section 8.
 
  The Company is making the Offer because the Board of Directors believes
that, given the Company's financial condition and outlook, the purchase of
Shares at this time is a prudent use of its financial resources, taking into
account the increased interest expense associated with the borrowing required
in connection with the Offer. In the view of the Board of Directors, the Offer
will further the Company's goal of increasing employee ownership and will
enhance stockholder value in the long term while providing an opportunity for
Outside Stockholders to sell their Shares at a premium over their original
investment in the Company. In addition, the Offer will provide a basis for
resolving the outstanding litigation that was commenced in connection with the
Recapitalization Plan. The Offer also preserves the Company's flexibility to
engage in future strategic transactions, if appropriate. The Purchase Price is
not intended to represent a stockholder's proportionate interest in the
enterprise value of the Company. Class A stockholders who do not tender any of
their Shares in the Offer will, and Class A stockholders who tender less than
all of their Shares in the Offer may, experience an increase in their
percentage Share ownership interests as a result of the consummation of the
Offer and thus an increase in their proportionate interest in the Company's
assets and equity, and therefore in the Company's future earnings and assets,
subject to future corporate action, including the issuance of additional
securities. As a result, stockholders who do not tender in the Offer may
benefit, along with other Class A stockholders who do not tender in the Offer
and the holders of the shares of Class B Common Stock, from any future growth
in the Company's business and equity value.
 
  The Company remains committed to the goal of more closely aligning
employees' investment interests with the business group for which they work.
Management is working with the Company's new legal advisors, as well as the
Company's human resources consultant, to study the optimum methodology for
achieving this goal. Management expects to present the results of this study
and any related proposal, which management expects will take several months to
complete, to the Company's Board of Directors.
 
  NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO
ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES.
STOCKHOLDERS MUST MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES AND, IF
SO, HOW MANY SHARES TO TENDER.
 
                                       9
<PAGE>
 
                                   THE OFFER
 
  1. TERMS OF THE OFFER
 
  Upon the terms and subject to the conditions of the Offer, the Company will
accept for payment and pay for all outstanding Shares as are validly tendered
prior to the Expiration Date and not theretofore withdrawn in accordance with
Section 3. The term "Expiration Date" means 5:00 P.M., Philadelphia time, on
Monday, June 15, 1998, unless and until the Company, in its sole discretion,
shall have extended the period of time during which the Offer is open, in
which event the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Company, will expire.
 
  The Offer is conditioned upon the satisfaction of certain conditions set
forth in Section 6.
 
  Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission"), the Company expressly reserves the
right, in its sole discretion, at any time and from time to time, and
regardless of whether or not any of the events or facts set forth in Section 6
hereof shall have occurred, to extend the period of time during which the
Offer is open, and thereby delay acceptance for payment of and the payment for
any Shares, by giving oral or written notice of such extension to the
Depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE
FOR TENDERED SHARES, WHETHER OR NOT THE COMPANY EXERCISES ITS RIGHT TO EXTEND
THE OFFER.
 
  Subject to the applicable regulations of the Commission, the Company also
expressly reserves the right, in its sole discretion, at any time and from
time to time, to (i) delay acceptance for payment of, or, regardless of
whether such Shares were theretofore accepted for payment, payment for, any
Shares pending receipt of the court approval specified in Section 8 or in
order to comply in whole or in part with any applicable law, (ii) terminate
the Offer and not accept for payment any Shares if any of the conditions
referred to in Section 6 have not been satisfied and (iii) waive any condition
or otherwise amend the Offer in any respect, in each case, by giving oral or
written notice of such delay, termination, waiver or amendment to the
Depositary.
 
  There can be no assurance that the Company will exercise its right to extend
the Offer. Any extension, amendment or termination will be followed as
promptly as practicable by public announcement or other means of
dissemination. In the case of an extension, Rule 14e-1(d) under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), requires that the
announcement be issued no later than 9:00 a.m., Philadelphia time, on the next
business day after the previously scheduled Expiration Date in accordance with
the public announcement requirements of Rule 14d-4(c) under the Exchange Act.
Subject to applicable law (including Rules 14d-4(c) and 14d-6(d) under the
Exchange Act, which requires that any material change in the information
published, sent or given to stockholders in connection with the Offer be
promptly disseminated to stockholders in a manner reasonably designed to
inform stockholders of such change), and without limiting the manner in which
the Company may choose to make any public announcement or other dissemination,
the Company will not have any obligation to publish, advertise or otherwise
communicate any such public announcement or other dissemination other than by
either making a release to the Dow Jones News Service or mailing a supplement
to this Offer to Purchase to the holders of record of the Shares. As used in
this Offer to Purchase, "business day" has the meaning set forth in Rule 14d-1
under the Exchange Act.
 
  If the Company extends the Offer or if the Company is delayed in its
acceptance for payment of or payment (whether before or after its acceptance
for payment of Shares) for Shares or it is unable to pay for Shares pursuant
to the Offer for any reason, then, without prejudice to the Company's rights
under the Offer, the Depositary may retain tendered Shares on behalf of the
Company, and such Shares may not be withdrawn except to the extent tendering
stockholders are entitled to withdrawal rights as described in Section 3.
However, the ability of the Company to delay the payment for Shares that the
Company has accepted for payment is limited by Rule 14e-l(c) under the
Exchange Act, which requires that a bidder pay the consideration offered or
return the securities deposited by or on behalf of holders of securities
promptly after the termination or withdrawal of such bidder's offer.
 
                                      10
<PAGE>
 
  If the Company makes a material change in the terms of the Offer or the
information concerning the Offer or waives a material condition of the Offer,
the Company will disseminate additional tender offer materials and extend the
Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Exchange Act. The minimum period during which an offer must remain open
following material changes in the terms of the offer or information concerning
the offer, other than a change in price or a change in the percentage of
securities sought, will depend upon the facts and circumstances then existing,
including the relative materiality of the changed terms or information. With
respect to a change in price or a change in the percentage of securities
sought, a minimum period of ten business days is generally required to allow
for adequate dissemination to stockholders and investor response.
 
  All Shares purchased pursuant to the Offer will be purchased at the Purchase
Price. All Shares not purchased pursuant to the Offer, including Shares
tendered and withdrawn, will be returned to the tendering stockholders at the
Company's expense as promptly as practicable following the Expiration Date or
as promptly as practicable following withdrawal, as the case may be. The
Company, upon the terms and subject to the conditions of the Offer, will
purchase at the Purchase Price all Shares properly tendered and not withdrawn.
 
  2. PROCEDURE FOR TENDERING SHARES
 
  VALID TENDER. For a stockholder validly to tender Shares pursuant to the
Offer, a Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, together with the stock certificates for the tendered Shares
(except in the case of uncertificated Shares), and any other required
documents, must be received by the Depositary at the address set forth on the
back cover of this Offer to Purchase prior to the Expiration Date.
 
  THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER.
SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY.
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ENSURE TIMELY DELIVERY.
 
  For a tender of Shares to be valid, such Shares must be free and clear of
all liens, restrictions, charges and encumbrances and not subject to any
adverse claim. By tendering Shares and signing the Letter of Transmittal, the
stockholder will be making a representation and warranty to the Company to
such effect.
 
  The valid tender of Shares pursuant to the procedures described above will
constitute a binding agreement between the tendering stockholder and the
Company upon the terms and subject to the conditions of the Offer.
 
  DETERMINATION OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of any tender of Shares
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the absolute right to reject
any or all tenders determined by it not to be in proper form or the acceptance
for payment of or payment for which may, in the opinion of the Company's
counsel, be unlawful. The Company also reserves the absolute right to waive
any defect or irregularity in the tender of any Shares of any particular
stockholder whether or not similar defects or irregularities are waived in the
case of other stockholders. No tender of Shares will be deemed to have been
validly made until all defects or irregularities relating thereto have been
cured or waived. None of the Company, the Depositary or any other person will
be under any duty to give notification of any defects or irregularities in
tenders or incur any liability for failure to give any such notification. The
Company's interpretation of the terms and conditions of the Offer (including
the Letter of Transmittal and the instructions thereto) will be final and
binding.
 
  LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificates for the Shares
have been lost, destroyed or stolen, stockholders should contact the
Depositary immediately at the address and telephone number set forth on the
back cover of this Offer to Purchase. In such event, the Depositary will
forward additional documentation
 
                                      11
<PAGE>
 
necessary to be completed in order to surrender effectively such lost,
destroyed or stolen certificates. The Purchase Price with respect to the
relevant Shares will not be paid until the procedures for replacing lost,
destroyed or stolen certificates have been followed.
 
  UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE
SHARES TO BE PAID BY THE COMPANY, REGARDLESS OF ANY EXTENSION OF THE OFFER OR
ANY DELAY IN MAKING SUCH PAYMENT.
 
  3. WITHDRAWAL RIGHTS
 
  Except as otherwise provided in this Section 3, a tender of Shares is
irrevocable. Shares tendered pursuant to the Offer may be withdrawn pursuant
to the procedures set forth below at any time prior to the Expiration Date
and, unless theretofore accepted for payment and paid for by the Company
pursuant to the Offer, may also be withdrawn at any time after July 14, 1998.
 
  For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
the address set forth on the back cover of this Offer to Purchase and must
specify the name of the person having tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from the name of the person who tendered
the Shares. Withdrawals of tenders of Shares may not be rescinded, and any
Shares properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer. However, withdrawn Shares may be retendered again
following the procedures described in Section 2 at any time prior to the
Expiration Date.
 
  All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Company in its sole
discretion, which determination will be final and binding. None of the
Company, the Depositary or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
 
  4. ACCEPTANCE FOR PAYMENT AND PAYMENT
 
  Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any such extension
or amendment), the Company will accept for payment and will pay for all
outstanding Shares as are validly tendered prior to the Expiration Date and
not properly withdrawn in accordance with Section 3 promptly after the
Expiration Date. All questions as to the satisfaction of such terms and
conditions will be determined by the Company in its sole discretion, which
determination will be final and binding. See Sections 1 and 6. The Company
expressly reserves the right, in its sole discretion, to delay acceptance for
payment of or payment for Shares pending receipt of the court approval
specified in Section 8 or in order to comply in whole or in part with any
applicable law. Any such delays will be effected in compliance with Rule 14e-
1(c) under the Exchange Act (relating to a bidder's obligation to pay for or
return tendered securities promptly after the termination or withdrawal of
such bidder's offer). For purposes of the Offer, the Company will be deemed to
have accepted for payment (and thereby purchased) Shares which are tendered
and not withdrawn when, as and if it gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
 
  In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (a) certificates
or receipt numbers for such Shares, (b) a Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, and (c) any other documents
required by the Letter of Transmittal. The per Share consideration paid to any
stockholder pursuant to the Offer will be the highest per Share consideration
paid to any other stockholder pursuant to the Offer.
 
  Payment for Shares accepted for payment pursuant to the Offer will be made
by deposit of the Purchase Price therefor with the Company's transfer agent
for the Shares, which will act as agent for tendering stockholders for the
purpose of receiving payment from the Company and transmitting payment to
tendering stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE
PURCHASE PRICE OF THE SHARES TO BE PAID BY THE COMPANY, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.
 
                                      12
<PAGE>
 
  If the Company is delayed in its acceptance for payment of or payment for
Shares or is unable to accept for payment or pay for Shares pursuant to the
Offer for any reason, then, without prejudice to the Company's rights under
the Offer (but subject to compliance with Rule 14e-1(c) under the Exchange
Act), the Depositary may, nevertheless, on behalf of the Company, retain
tendered Shares, and such Shares may not be withdrawn except to the extent
tendering stockholders are entitled to exercise, and duly exercise, withdrawal
rights as described in Section 3.
 
  If any tendered Shares are not purchased pursuant to the Offer for any
reason, certificates for any such Shares will be returned, without expense to
the tendering stockholder, as promptly as practicable after the expiration or
termination of the Offer.
 
  5. CERTAIN FEDERAL INCOME TAX CONSEQUENCES
 
  Sales of Shares by stockholders pursuant to the Offer will be taxable
transactions for federal income tax purposes and may also be taxable
transactions under applicable state, local, foreign and other tax laws. The
federal income tax consequences to a stockholder may vary depending upon the
stockholder's particular facts and circumstances.
 
  Under section 302 of the Internal Revenue Code of 1986, as amended (the
"Code"), a sale of Shares pursuant to the Offer will, as a general rule, be
treated as a sale or exchange if the receipt of cash upon such sale (a) is
"substantially disproportionate" with respect to the stockholder, (b) results
in a "complete redemption" of the stockholder's interest in the Company or (c)
is "not essentially equivalent to a dividend" with respect to the stockholder.
If any of those three tests is satisfied, a tendering stockholder will
recognize gain or loss equal to the difference between the amount of cash
received by the stockholder pursuant to the Offer and the stockholder's tax
basis in the Shares sold pursuant to the Offer. Recognized gain or loss will
be capital gain or loss, assuming the Shares are held as capital assets, which
will be long-term capital gain or loss if the Shares are held for more than
one year.
 
  Net capital gain recognized by an individual upon the sale of, or otherwise
attributable to, a capital asset that has been held for more than 18 months
will generally be subject to tax at a rate not to exceed 20%. Net capital gain
recognized by an individual from the sale of, or otherwise attributable to, a
capital asset that has been held for more than 12 months but not more than 18
months will continue to be subject to tax at a rate not to exceed 28%, and
capital gain recognized from the sale of, or otherwise attributable to, a
capital asset held for 12 months or less will continue to be subject to tax at
the ordinary income tax rates. In addition, capital gain recognized by a
corporate taxpayer will continue to be subject to tax at the ordinary income
tax rates applicable to corporations. The deductibility of capital losses is
subject to certain limitations.
 
  In determining whether any of the tests under section 302 of the Code is
satisfied, stockholders must take into account not only the shares of Common
Stock they actually own, but also any shares of Common Stock they are deemed
to own pursuant to the constructive ownership rules of section 318 of the
Code. Pursuant to those constructive ownership rules, a stockholder is deemed
to own Common Stock actually owned, and in some cases constructively owned, by
certain related individuals or entities, and any Common Stock that the
stockholder has the right to acquire by exercise of an option or by conversion
or exchange of a security.
 
  The receipt of cash will be "substantially disproportionate" with respect to
a stockholder if, among other things, the percentage of the outstanding Common
Stock actually and constructively owned by the stockholder immediately
following the sale of Shares pursuant to the Offer (treating as no longer
outstanding all Shares purchased pursuant to the Offer) is less than 80% of
the percentage of the outstanding Common Stock actually and constructively
owned by such stockholder immediately before the sale of Shares pursuant to
the Offer (treating as outstanding all Shares purchased pursuant to the
Offer). Stockholders should consult their tax advisors with respect to the
application of the "substantially disproportionate" test to their particular
facts and circumstances.
 
                                      13
<PAGE>
 
  The receipt of cash by a stockholder will result in a "complete redemption"
of the stockholder's interest in the Company if either (a) all the Common
Stock actually and constructively owned by the stockholder is sold pursuant to
the Offer or otherwise or (b) all the Common Stock actually owned by the
stockholder is sold pursuant to the Offer or otherwise and the stockholder is
eligible to waive and does effectively waive attribution of all Common Stock
constructively owned by the stockholder in accordance with section 302(c) of
the Code.
 
  Even if the receipt of cash by a stockholder fails to satisfy the
"substantially disproportionate" test or the "complete redemption" test, such
stockholder may nevertheless satisfy the "not essentially equivalent to a
dividend" test, if the stockholder's sale of Shares pursuant to the Offer
results in a "meaningful reduction" in the stockholder's proportionate
interest in the Company. Whether the receipt of cash by a stockholder will be
"not essentially equivalent to a dividend" will depend upon the individual
stockholder's facts and circumstances. In certain circumstances, even a small
reduction in a stockholder's proportionate interest may satisfy this test. For
example, the IRS has indicated in a published ruling that a 3.3% reduction in
the proportionate interest of a small minority (substantially less than 1%)
stockholder in a publicly held corporation who exercises no control over
corporate affairs constitutes such a "meaningful reduction." Stockholders
expecting to rely upon the "not essentially equivalent to a dividend" test
should, therefore, consult their tax advisors as to its application in their
particular situations.
 
  If none of the three tests under section 302 is satisfied then, to the
extent the Company has sufficient earnings and profits, the tendering
stockholder will be treated as having received a dividend includible in gross
income (and treated as ordinary income) in an amount equal to the entire
amount of cash received by the stockholder pursuant to the Offer (without
regard to gain or loss, if any).
 
  In the case of a corporate stockholder, if the cash paid is treated as a
dividend, the dividend income may be eligible for the 70% dividends-received
deduction. The dividends-received deduction is subject to certain limitations,
and may not be available if the corporate stockholder does not satisfy certain
holding period requirements with respect to the Shares or if the Shares are
treated as "debt financed portfolio stock" within the meaning of section
246A(c) of the Code. Generally, if a dividends-received deduction is
available, it is expected that the dividend will be treated as an
"extraordinary dividend" under section 1059(a) of the Code, in which case such
corporate stockholder's tax basis in Shares retained by such stockholder would
be reduced, but not below zero, by the amount of the nontaxed portion of the
dividend. Any amount of the nontaxed portion of the dividend in excess of the
stockholder's basis will generally be treated as capital gain and will be
recognized in the taxable year in which the extraordinary dividend is
received. If a redemption of Shares from a corporate stockholder pursuant to
the Offer is treated as a dividend as a result of the stockholder's
constructive ownership of other Common Stock that it has an option or other
right to acquire, the portion of the extraordinary dividend not otherwise
taxed because of the dividends-received deduction would reduce the
stockholder's adjusted tax basis only in its Shares sold pursuant to the
Offer, and any excess of such non-taxed portion over such basis would be
currently taxable as gain on the sale of such Shares. Corporate stockholders
should consult their tax advisors as to the availability of the dividends-
received deduction and the application of section 1059 of the Code.
 
  "Backup withholding" at a rate of 31% will apply to payments made to
stockholders pursuant to the Offer unless the stockholder has furnished its
taxpayer identification number in the manner prescribed in applicable Treasury
regulations, has certified that such number is correct, has certified as to no
loss of exemption from backup withholding and meets certain other conditions.
Any amounts withheld from a stockholder of Shares under the backup withholding
rules generally will be allowed as a refund or a credit against such
stockholder's United States federal income tax liability, provided the
required information is furnished to the Internal Revenue Service.
 
  The foregoing discussion may not apply to Shares acquired pursuant to
certain compensation arrangements with the Company.
 
                                      14
<PAGE>
 
  THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND IS BASED ON THE FEDERAL INCOME TAX LAW NOW IN EFFECT, WHICH IS SUBJECT TO
CHANGE, POSSIBLY RETROACTIVELY. THE TAX CONSEQUENCES OF A SALE PURSUANT TO THE
OFFER MAY VARY DEPENDING UPON, AMONG OTHER THINGS, THE PARTICULAR
CIRCUMSTANCES OF THE TENDERING STOCKHOLDER. NO INFORMATION IS PROVIDED HEREIN
AS TO THE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF THE TRANSACTION
CONTEMPLATED BY THE OFFER. STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS TO DETERMINE THE PARTICULAR FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF SALES MADE BY THEM PURSUANT TO THE OFFER AND THE EFFECT OF THE
CONSTRUCTIVE STOCK OWNERSHIP RULES MENTIONED ABOVE.
 
  6. CERTAIN CONDITIONS OF THE OFFER
 
  Notwithstanding any other provision of the Offer, the Company shall not be
required to accept for payment, purchase or pay for any Shares tendered, and
may terminate or amend the Offer or may postpone the acceptance for payment
of, or the purchase of and the payment for Shares tendered, subject to Rule
13e-4(f) promulgated under the Exchange Act, if, in the sole judgment of the
Company, the Minimum Condition and the Settlement Condition (See Section 8)
shall not have been satisfied or if at any time on or after May 15, 1998, and
prior to the time of payment for any such Shares (whether any Shares have
theretofore been accepted for payment, purchased or paid for pursuant to the
Offer), any of the following events shall have occurred (or shall have been
determined by the Company to have occurred) that, in the Company's sole
judgment in any such case and regardless of the circumstances giving rise
thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
 
    (i) there shall have been threatened, instituted or pending before any
  court, agency, authority or other tribunal any action, suit or proceeding
  by any government or governmental, regulatory or administrative agency or
  authority or by any other person, domestic or foreign, or any judgment,
  order or injunction entered, enforced or deemed applicable by any such
  court, authority, agency or tribunal, which (a) challenges or seeks to make
  illegal, or to delay or otherwise directly or indirectly to restrain,
  prohibit or otherwise affect the making of the Offer, the acquisition of
  Shares pursuant to the Offer or is otherwise related in any manner to, or
  otherwise affects, the Offer; or (b) could, in the sole judgment of the
  Company, materially affect the business, condition (financial or other),
  income, operations or prospects of the Company and its subsidiaries, taken
  as a whole, or otherwise materially impair in any way the contemplated
  future conduct of the business of the Company and its subsidiaries, taken
  as a whole, or materially impair the Offer's contemplated benefits to the
  Company; or
 
    (ii) there shall have been any action threatened or taken, or any
  approval withheld, or any statute, rule or regulation invoked, proposed,
  sought, promulgated, enacted, entered, amended, enforced or deemed to be
  applicable to the Offer or the Company or any of its subsidiaries, by any
  government or governmental, regulatory or administrative authority or
  agency or tribunal, domestic or foreign, which, in the sole judgment of the
  Company, would or might directly or indirectly result in any of the
  consequences referred to in clause (a) or (b) of paragraph (i) above; or
 
    (iii) there shall have occurred (a) the declaration of any banking
  moratorium or any suspension of payments in respect of banks in the United
  States (whether or not mandatory); (b) any general suspension of trading
  in, or limitation on prices for, securities on any United States national
  securities exchange or in the over-the-counter market; (c) the commencement
  of a war, armed hostilities or any other national or international crisis
  directly or indirectly involving the United States; (d) any limitation
  (whether or not mandatory) by any governmental, regulatory or
  administrative agency or authority on, or any event which, in the sole
  judgment of the Company, might materially affect, the extension of credit
  by banks or other lending institutions in the United States; (e) any
  significant decrease in the market prices of equity securities generally in
  the United States or any change in the general political, market, economic
  or financial conditions or in the commercial paper markets in the United
  States or abroad that could have in the sole judgment of the Company a
  material adverse effect on the trading of such equity securities or on the
  business, condition (financial or otherwise), income, operations or
  prospects of the Company and its subsidiaries, taken as a whole; (f) in the
  case of any of the foregoing existing at the time of the announcement of
  the Offer, a material acceleration or worsening thereof; (g) any
  significant decline in the
 
                                      15
<PAGE>
 
  appraisal price of the Shares as determined by HLHZ; or (h) any decline in
  either the Dow Jones Industrial Average or the S&P 500 Composite Index by
  an amount in excess of 10% measured from the close of business on May 14,
  1998; or
 
    (iv) any change shall occur or be threatened in the business, condition
  (financial or other), income, operations or prospects of the Company and
  its subsidiaries, taken as a whole, which in the sole judgment of the
  Company is or may be material to the Company and its subsidiaries taken as
  a whole; or
 
    (v) if more than 1.4 million Shares are tendered in the Offer, the
  Company shall not have received additional financing to purchase Shares in
  excess of such 1.4 million Shares in the Offer on terms and conditions
  satisfactory to the Company.
 
  The foregoing conditions are for the Company's sole benefit and may be
asserted by the Company regardless of the circumstances giving rise to any
such condition (including any action or inaction by the Company) or may be
waived by the Company in whole or in part. The Company's failure at any time
to exercise any of the foregoing rights shall not be deemed a waiver of any
such right, and each such right shall be deemed an ongoing right that may be
asserted at any time and from time to time. Any determination by the Company
concerning the events described above and any related judgment or decision by
the Company regarding the inadvisability of proceeding with the purchase of or
payment for any Shares tendered will be final and binding on all parties.
 
  7. APPRAISAL PRICE OF SHARES; DIVIDENDS
 
  The Shares are not listed on any exchange nor is there any established
trading market for the Shares.
 
  The Company as a matter of course obtains from HLHZ, an investment banking
firm, an appraisal of the fair market value of its Common Stock as of December
1, March 1, June 1 and September 1 of each year. The appraisals are based on
market capitalization approaches and on income approaches, including
discounted cash flow analysis, to arrive at an aggregate equity value.
Consideration is also given to various qualitative factor considerations,
including limitations on the marketability of the Common Stock resulting in
part from the restrictions imposed by the Amended and Restated Stockholders'
Agreement, dated as of December 14, 1994 (the "Stockholders' Agreement") to
which certain of the holders of the Common Stock are parties. The most recent
appraisal, dated March 1, 1998, included an approximate 30% discount from
aggregate equity value with respect to qualitative factor considerations. The
Company has used HLHZ for its quarterly appraisals since 1994.
 
  In rendering its appraisals, HLHZ: (i) generally holds interviews and
discussions with key senior corporate officers at the Company's corporate
headquarters in Philadelphia, Pennsylvania; (ii) reviews the history and
nature of the Company; (iii) reviews the financial data bearing upon recent
and prospective operations, including the Company's 10-K and 10-Q filings with
the Commission, other recent filings with the Commission, audited and interim
financial statements, and internal financial and operating segment data as
well as long-term financial forecasts of the Company; (iv) reviews and
analyzes the Company's operating segments and their prospects; (v) examines
industry and capital market information deemed relevant to the assessment of
investment risk and investment return attributes of the Class A Common Stock
and Class B Common Stock; and (vi) analyzes any other factors that it
considers necessary under the circumstances. The internal data and forecasts
reviewed by HLHZ include operating results, business plans and strategic plans
that are not made generally available to the stockholders of the Company.
 
  Consistent with its objective of increasing employee ownership, the Company
has historically repurchased Shares in privately negotiated transactions at
the then prevailing appraisal price of the Shares from stockholders who have
expressed an interest in selling their Shares. While the Company expects to
continue its practice of repurchasing Shares in privately negotiated
transactions following the Offer, the ability of the Company to repurchase
Shares in such transactions is subject to the Company's continued operating
and financial performance and the requirements of applicable law.
 
                                      16
<PAGE>
 
  The appraisal prices for the Shares as of the following appraisal dates are
set forth below:
 
<TABLE>
<CAPTION>
                                                                       APPRAISAL
                                                                         PRICE
                                                                       ---------
      <S>                                                              <C>
      Fiscal Year 1996:
        December 1, 1995.............................................   $
                                                                         166.00
        March 1, 1996................................................    173.00
        June 1, 1996.................................................    179.00
        September 1, 1996............................................    182.00
      Fiscal Year 1997:
        December 1, 1996.............................................    186.00
        March 1, 1997................................................    193.00
        June 1, 1997.................................................    201.00
        September 1, 1997............................................    215.00
      Fiscal Year 1998:
        December 1, 1997.............................................    264.00
        March 1, 1998................................................    352.50
</TABLE>
 
  HLHZ has not conducted any appraisal of the Shares since March 1, 1998. The
results of the June 1, 1998 appraisal of the Shares will be provided in a
supplement to this Offer to Purchase to the holders of record of the Shares
prior to the Expiration Date.
 
  The Company has not declared or paid any cash dividends on the Shares since
April of 1993 and presently has no plans to declare or pay cash dividends. As
of May 1, 1998, there were approximately 200 holders of record of the Shares.
 
  8. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS
 
  On January 14, 1998, MetLife commenced a proceeding by filing a complaint
(the "MetLife Complaint") against the Company and each of its directors (the
"Directors") in the Court (Civil Action No. 16142-NC), seeking to enjoin the
consummation of the Recapitalization Plan (the "MetLife Action").
 
  The MetLife Complaint alleged, among other things, that (i) the
Recapitalization Plan violated Delaware law because it impermissibly
discriminated among owners of Shares without any valid purpose; (ii) the
Directors had breached their fiduciary duty to act solely in the best interest
of the Company and its stockholders; and (iii) the Directors had breached
their fiduciary duty of candor to the stockholders of the Company.
 
  The MetLife Complaint requested that the Court: (i) declare that the
Recapitalization Plan violated Delaware law; (ii) declare that the Directors
had breached their fiduciary obligations to the Company's stockholders by
approving the Recapitalization Plan; (iii) enjoin the consummation or closing
of the Recapitalization Plan; or (iv) in the event the Recapitalization Plan
was consummated, grant rescission or rescissory damages; (v) award the
plaintiff compensatory damages, together with prejudgment interest; (vi) award
the plaintiff its costs and expenses; and (vii) grant such other and further
relief as the Court deemed just and proper.
 
  On January 30, 1998, MetLife filed an amended complaint (the "Amended
MetLife Complaint") against the Company and the Directors. The Amended MetLife
Complaint added one allegation to the Complaint as originally filed. The
Amended MetLife Complaint alleged that the Directors failed to disclose the
magnitude of the private company discount used to assess the fairness of the
$347.50 per share price of the Shares in the Recapitalization Plan. The
Amended MetLife Complaint alleged that the use of a private company discount
is not permitted in the context of a cash-out transaction such as the
Recapitalization Plan.
 
  On February 2, 1998, Michael P. Recht (as trustee for The Michael P. Recht
Revocable Trust), Michael Paul Recht (as custodian for Brian Recht), Myra
Judd, Myra Judd (as custodian for Kevin Scott Judd), Myra
 
                                      17
<PAGE>
 
Judd (as custodian for Robert L. Judd) and Joe Carol Recht (collectively, the
"Class Plaintiffs"), commenced a proceeding by filing a complaint in the Court
(Civil Action No. 16170) (the "Class Action Complaint") against the Company
and its Directors (the "Class Action"). The Class Plaintiffs brought their
action individually and as a purported class action on behalf of all similarly
situated stockholders (except the defendants and MetLife). Also on February 2,
1998, Clay M. Webb, III, Jeanette E. Webb, Helen R. Biegert, Ruth Helen Webb
Trust-30 and Virginia Irene Webb Trust-30 (collectively, the "Webb
Plaintiffs") filed a complaint with the Court (Civil Action No. 16171) against
the Company and the Directors (the "Webb Action").
 
  After expedited discovery and argument, on February 5, 1998, Vice Chancellor
Bernard Balick ruled that a preliminary injunction should issue enjoining the
consummation of the Recapitalization Plan.
 
  On February 10, 1998, the Court entered an order enjoining consummation of
the Recapitalization Plan (the "Preliminary Injunctions") and granted
certification of an interlocutory appeal by the Company and the Directors. The
Supreme Court accepted the interlocutory appeal on February 12, 1998 and
scheduled expedited proceedings on the appeal. Following briefing in the
Supreme Court, the Company determined that it would not proceed with the
Recapitalization Plan, and on March 31, 1998 the interlocutory appeal was
dismissed with the consent of the parties.
 
  On May 15, 1998, the parties to the Class Action executed and filed with the
Court a Stipulation and Agreement of Compromise and Settlement (the
"Stipulation"), the terms of which are set forth in a Notice of Pendency of
Class Action, Class Action Determination, Proposed Settlement of Class Action,
Settlement Hearing and Right to Appear (the "Notice"). As set forth in the
Notice, the Court has scheduled a hearing to be held on June 15, 1998, to
determine whether the proposed settlement of the Class Action as described in
the Notice is fair, reasonable and adequate and should be approved by the
Court. The plaintiffs in each of the MetLife and the Webb Actions have agreed
to dismiss their respective actions, upon consummation of the Offer, and the
Company has agreed to pay their respective reasonable fees and expenses. If
the settlement of the Class Action is approved, the Preliminary Injunctions
will be vacated and each of the MetLife, Class and Webb Actions will be
dismissed. The Court's approval of the settlement in the Class Action on the
terms set forth in the Stipulation, including the vacating of the Preliminary
Injunctions, is a condition to the Company's obligation to accept for payment,
purchase or pay for any Shares tendered in the Offer (See Section 6).
 
  The Company is not aware of any license or regulatory permit that appears to
be material to its business that might be adversely affected by its
acquisition of Shares as contemplated in the Offer or of any approval or other
action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
Company's acquisition or ownership of Shares as contemplated by the Offer.
Should any such approval or other action be required, the Company currently
contemplates that it will seek such approval or other action. The Company
cannot predict whether it may determine that it is required to delay the
acceptance for payment of, or payment for, Shares tendered pursuant to the
Offer pending the outcome of any such matter. There can be no assurance that
any such approval or other action, if needed, would be obtained or would be
obtained without substantial conditions or that the failure to obtain any such
approval or other action might not result in adverse consequences to the
Company's business. The Company's obligations under the Offer to accept for
payment and pay for Shares are subject to certain conditions. See Introduction
and Section 6.
 
  9. SOURCE AND AMOUNT OF FUNDS
 
  The total amount of funds required by the Company to consummate the Offer is
estimated to be approximately $553 million (assuming that 1.1 million of the
Shares are validly tendered and not withdrawn). If all of the outstanding
Shares were validly tendered and not withdrawn, the total amount of funds that
would be
 
                                      18
<PAGE>
 
required to consummate the Offer is estimated to be approximately $953
million. The Company plans to finance the Offer through a combination of
available cash and borrowings under its existing credit facility (the "Bank
Facility").
 
  The Bank Facility is an unsecured revolving credit facility in the initial
amount of $1.4 billion provided by a group of lenders led by The Chase
Manhattan Bank and J.P. Morgan. The borrowers under the Bank Facility are
ARAMARK Services, Inc. and ARAMARK Uniform Services Group, Inc., and the
guarantors are the Company and certain wholly-owned domestic subsidiaries of
the Company and the two borrowers. The outstanding commitments under the Bank
Facility will reduce through scheduled amortizations to $1 billion at the end
of the fourth year (2002) and will continue at that level to a final maturity
at the end of the seventh year (2005). Interest under the Bank Facility is
based upon the London Interbank Offered Rate (LIBOR) plus a spread of .18% to
 .70%, or the Certificate of Deposit Rate plus a spread of .28% to .80%, or the
Prime Rate at the option of the borrower. The spread is based on certain
financial ratios and credit ratings. The borrowers will also pay an annual fee
of .10% to .30% on the entire Bank Facility. The Bank Facility contains
restrictive covenants which provide, among other things, limitations on: (i)
the creation of mortgages and security interests; (ii) dispositions of
material assets; and (iii) certain significant changes of control of the
Company. Under the Bank Facility, the Company is required to maintain certain
specified minimum ratios of cash flow to fixed charges and to total borrowings
and certain minimum levels of net worth. The Bank Facility contains various
event of default provisions, including default in payment of principal or
interest, material misrepresentation in the Bank Facility, default in
compliance with other terms of the Bank Facility or the related guarantees,
bankruptcy, default on other indebtedness, failure to satisfy or stay certain
judgments or orders entered against the Company or any of its subsidiaries,
failure to pay when due certain amounts with respect to certain employee
benefit plans, and other events with respect to such plans.
 
  After consummation of the Offer, the Company intends to explore various
possible plans for long-term debt financing that might be considered to
refinance part of the outstanding borrowings under the Bank Facility,
including the issuance of debt securities in the public or private markets,
depending upon market conditions.
 
  If more than 1.4 million Shares are tendered in the Offer, the Company will
require additional financing. In such an event, the Offer will be subject to
the Company obtaining such additional financing. See Section 6. The Company
expects to obtain such additional financing, if necessary, through a
combination of increasing the availability under the Bank Facility and issuing
debt securities in the public or private markets. Based upon preliminary
indications from the trustees of the Company's benefit plans as to the number
of Shares that such benefit plans will tender in the Offer, the Company does
not currently expect that additional financing will be required.
 
  10. CERTAIN INFORMATION ABOUT THE COMPANY
 
  GENERAL. The Company is engaged in providing or managing services, including
food and support services, uniform and career apparel, educational resources
and magazine distribution. ARAMARK Services, Inc. was organized in 1959 in
Delaware. The Company was formed in September 1984 by the management of
ARAMARK Services, Inc. and acquired ARAMARK Services, Inc. in December 1984
through a merger. The Company provides most of its services in the United
States. The Company also conducts operations, primarily the management of food
services, in Belgium, Canada, the Czech Republic, Germany, Hungary, Japan,
Korea, Mexico, Spain and the United Kingdom. The Company employs approximately
150,000 persons, both full and part time, including approximately 40,000
employees outside the United States.
 
  The Company provides food, refreshment, specialized dietary and support
services (including maintenance and housekeeping) to businesses, and to
educational, governmental and medical institutions. Food, lodging and
merchandise services are also provided at sports and entertainment facilities
such as convention centers, stadiums, parks, arenas, race tracks and other
recreational facilities.
 
                                      19
<PAGE>
 
  The Company rents, sells, cleans, maintains and delivers personalized work
apparel and other textile items for customers throughout the United States on
a contract basis. Also provided are walk-off mats, cleaning cloths, disposable
towels, and other environmental control items. The Company operates one of the
largest direct marketers of personalized work clothing, uniforms and related
accessories, primarily in the United States. The Company also operates one of
the largest direct marketers of public safety equipment and public employee
uniforms in the United States and is a leading provider of uniform apparel to
the hospitality and healthcare markets.
 
  The Company provides infant, toddler, preschool and school-age learning
programs. The Company operates community-based child care centers, before and
after school programs on the premises of elementary schools, private
elementary schools and employer on-site child care centers.
 
  The Company also provides wholesale distribution of magazines, books and
other printed matter. These materials are purchased from national distributors
and publishers and are delivered to retail locations patronized by the general
public.
 
  PLANS OF THE COMPANY AFTER THE OFFER. Following the consummation of the
Offer, the business and operations of the Company will be continued
substantially as they are currently being conducted. Except as otherwise
described in this Offer to Purchase, the Company has no current plans or
proposals which relate to or would result in (a) the acquisition by any person
of additional securities of the Company or the disposition of securities of
the Company, other than in the ordinary course of business; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company; (c) a public offering of the capital stock
of the Company; (d) a sale or transfer of a material amount of assets of the
Company; (e) any change in the present Board of Directors or management of the
Company; (f) any material change in the present dividend rate or policy or
indebtedness or capitalization of the Company; (g) any other material change
in the Company's corporate structure or business; (h) a change in the
Company's Certificate of Incorporation or By-laws; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Exchange Act; or (j) the suspension of the
Company's obligation to file reports pursuant to Section 15(d) of the Exchange
Act.
 
                                      20
<PAGE>
 
  SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA. Set forth below is certain
summary historical consolidated financial data of the Company which has been
derived from the Company's audited consolidated financial statements as of
October 3, 1997 and September 27, 1996 and the fiscal years then ended, and
the Company's unaudited condensed consolidated financial statements as of
April 3, 1998 and March 28, 1997 and for the six month periods then ended. The
following financial data should be read in conjunction with, and is qualified
in its entirety by reference to, the Company's Consolidated Financial
Statements and notes thereto contained in the Company's Annual Report on Form
10-K for the fiscal year ended October 3, 1997 (the "Form 10-K") and the
Company's Quarterly Report on Form 10-Q for the period ended April 3, 1998
(the "Form 10-Q"), each of which is hereby incorporated herein by reference.
 
                SUMMARY CONSOLIDATED HISTORICAL FINANCIAL DATA
              (IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
 
<TABLE>
<CAPTION>
                                         SIX MONTHS ENDED    YEARS ENDED ON OR
                                         ON OR NEAR APRIL     NEAR SEPTEMBER
                                                3,                  30,
                                         ------------------  ------------------
                                           1998      1997    1997(1)     1996
                                         --------  --------  --------  --------
<S>                                      <C>       <C>       <C>       <C>
INCOME STATEMENT DATA:
Revenues...............................  $3,182.9  $3,144.8  $6,310.4  $6,122.5
Earnings before depreciation and
 amortization, interest, and
 income taxes..........................     236.3     300.6     523.6     478.0
Earnings before interest and income
 taxes (2).............................     139.3     204.8     331.9     295.2
Interest expense, net..................      53.8      60.0     116.0     116.0
Income before extraordinary item.......      48.7     115.6     146.1     112.2
Net income.............................  $   47.2  $  115.6  $  146.1  $  109.5
Earnings per share: (3)
 Income before extraordinary item:
  Basic................................  $   1.18  $   2.72  $   3.49  $   2.51
  Diluted..............................  $   1.11  $   2.57  $   3.31  $   2.38
 Net income per share:
  Basic................................  $   1.14  $   2.72  $   3.49  $   2.45
  Diluted..............................  $   1.08  $   2.57  $   3.31  $   2.32
Ratio of earnings to fixed charges (4).       2.1x      2.8x      2.3x      2.1x
BALANCE SHEET DATA (AT PERIOD END):
Total assets...........................  $2,805.8  $2,816.0  $2,753.6  $2,844.8
Long-term borrowings(5)................   1,210.8   1,319.6   1,213.9   1,322.0
Common stock subject to potential
 repurchase(6).........................      24.9      23.4      23.3      18.6
Shareholders' equity...................     396.1     375.3     370.0     296.2
Book value per share (7)...............  $  10.15  $   9.44  $   9.65  $   7.28
</TABLE>
--------
(1) Fiscal 1997 was a fifty-three week period.
(2) See note 2 to the consolidated financial statements for the fiscal year
    ended October 3, 1997 contained in the Form 10-K and note 2 to the
    condensed consolidated financial statements  for the period ended April 3,
    1998 contained in the Form 10-Q.
(3) Fiscal 1997 and 1996 earnings per share amounts have been restated to
    reflect the adoption of Statement of Financial Standards No. 128,
    "Earnings Per Share" which was effective beginning in fiscal 1998.
(4) For the purpose of determining the ratio of earnings to fixed charges,
    earnings include pre-tax income plus fixed charges (excluding capitalized
    interest). Fixed charges consist of interest on all indebtedness
    (including capitalized interest) plus that portion of operating lease
    rentals representative of the interest factor (deemed to be one-third of
    operating lease rentals).
(5) See note 4 to the annual consolidated financial statements contained in
    the Form 10-K and notes to the quarterly consolidated financial statements
    contained in the Form 10-Q.
(6) See note 7 to the annual consolidated financial statements contained in
    the Form 10-K.
(7) Book value per share is presented on a Class B equivalent basis (which
    reflects Class A shares converted to a Class B basis, ten for one) and was
    computed by dividing shareholders' equity plus common stock subject to
    potential repurchase by the number of common shares outstanding at the end
    of each period presented.
 
                                      21
<PAGE>
 
  SUMMARY CONSOLIDATED PRO FORMA FINANCIAL DATA. The following unaudited
summary consolidated pro forma financial data of the Company gives effect to
the purchase of the Shares pursuant to the Offer and related borrowings by the
Company, as if such transactions had occurred on April 3, 1998 and October 3,
1997 for Balance Sheet data and as of the beginning of the respective periods
presented for Income Statement data. The unaudited summary consolidated pro
forma data should be read in conjunction with the Company's Consolidated
Financial Statements and notes thereto contained in the Form 10-K and the Form
10-Q, each of which is hereby incorporated herein by reference. The pro forma
data does not purport to be indicative of the results that would actually have
been obtained, or that may be obtained in the future, had the purchase of the
Shares pursuant to the Offer been completed at the dates indicated.
 
                        UNAUDITED SUMMARY CONSOLIDATED
                           PRO FORMA FINANCIAL DATA
              (IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)
 
<TABLE>
<CAPTION>
                                  SIX MONTHS ENDED            YEAR ENDED
                                   APRIL 3, 1998           OCTOBER 3, 1997
                              ------------------------ ------------------------
                              HISTORICAL PRO FORMA (1) HISTORICAL PRO FORMA (1)
                              ---------- ------------- ---------- -------------
<S>                           <C>        <C>           <C>        <C>
INCOME STATEMENT DATA:
Revenues....................   $3,182.9    $3,182.9     $6,310.4    $6,310.4
Earnings before depreciation
 and amortization, interest,
 and income taxes ..........      236.3       236.3        523.6       523.6
Earnings before interest and
 income taxes...............      139.3       139.3        331.9       331.9
Interest expense, net.......       53.8        72.6        116.0       152.7
Income before extraordinary
 item.......................       48.7        37.4        146.1       124.1
Net income..................   $   47.2    $   35.9     $  146.1    $  124.1
Earnings per share:
 Income before extraordinary
  item:
  Basic.....................      $1.18       $1.24        $3.49       $4.02
  Diluted...................      $1.11       $1.14        $3.31       $3.74
 Net income:
  Basic.....................      $1.14       $1.18        $3.49       $4.02
  Diluted...................      $1.08       $1.09        $3.31       $3.74
Ratio of earnings to fixed
 charges(2).................       2.1x        1.7x         2.3x        1.9x
<CAPTION>
                                  AT APRIL 3, 1998        AT OCTOBER 3, 1997
                              ------------------------ ------------------------
                              HISTORICAL PRO FORMA (1) HISTORICAL PRO FORMA (1)
                              ---------- ------------- ---------- -------------
<S>                           <C>        <C>           <C>        <C>
BALANCE SHEET DATA:
Total assets................   $2,805.8    $2,805.8     $2,753.6    $2,753.6
Long-term borrowings........    1,210.8     1,763.8      1,213.9     1,766.9
Common stock subject to
 potential repurchase.......       24.9        20.0         23.3        20.0
Shareholders' equity
 (deficit)..................      396.1      (152.0)       370.0      (179.7)
Book value per share(3).....   $  10.15    $  (4.33)    $   9.65    $  (5.37)
</TABLE>
--------
(1) The pro forma information assumes the purchase of 1.1 million Shares at
    $500 per Share and $3 million of estimated transaction costs, financed
    through additional borrowings under the Bank Facility.
(2) See note (4) to "--Summary Consolidated Historical Financial Data."
(3) See note (7) to "--Summary Consolidated Historical Financial Data."
 
  CERTAIN PROJECTIONS. The following projections cover the fiscal years 1998
through 2000. The Company does not as a matter of course publish projections
as to future results of operations or financial condition. However, in
connection with developing the terms of the Recapitalization Plan, certain
similar projections of the
 
                                      22
<PAGE>
 
Company's future operating performance were furnished to certain Outside
Stockholders and included in the Proxy Statement for the Recapitalization
Plan. In addition, in connection with seeking to obtain financing for the
Recapitalization Plan, substantially similar projections over the expected
term of the financing were furnished to certain current and prospective
lending institutions. In connection with the Offer, certain similar
projections of the Company's future operating performance were furnished to
the Company's financial advisor, Morgan Stanley.
 
  THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE BASED ON A
VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY
THE COMPANY, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO SIGNIFICANT
BUSINESS, ECONOMIC AND COMPETITIVE UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY. THERE CAN BE NO ASSURANCE THAT THE PROJECTIONS WILL BE
REALIZED, AND ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE SHOWN. THE COMPANY
DOES NOT INTEND IN THE FUTURE TO RELEASE PUBLICLY, ON A PERIODIC BASIS OR
OTHERWISE, UPDATES TO THE PROJECTIONS SET FORTH HEREIN.
 
  The projections assume that 1.1 million Shares (including 400,000 Shares
from the Company's benefit plans) are purchased by the Company pursuant to the
Offer at the beginning of fiscal 1998 for total consideration of $553 million,
including $3 million for expenses to be incurred in connection with the Offer.
 
  The projections should be read in conjunction with the Company's
Consolidated Financial Statements and notes thereto contained in the Form 10-
K, which is hereby incorporated herein by reference.
 
                                  PROJECTIONS
                                 (IN MILLIONS)
 
<TABLE>
<CAPTION>
                                                           1998    1999   2000
                                                          ------  ------ ------
<S>                                                       <C>     <C>    <C>
INCOME STATEMENT DATA:
  Revenues............................................... $6,583  $7,142 $7,829
  Income before depreciation and amortization, interest
   and income taxes......................................    564     623    688
  Operating income.......................................    365     409    455
  Interest, net..........................................    161     151    143
  Net income............................................. $  119  $  150 $  182
FUNDS FLOW DATA:
  Net income............................................. $  119  $  150 $  182
  Depreciation and amortization..........................    199     214    233
                                                          ------  ------ ------
    Total sources........................................ $  318  $  364 $  415
                                                          ------  ------ ------
  Net capital additions..................................    237     225    226
  Change in working capital..............................     15       5      6
  Other use/(source).....................................    (15)     44     62
                                                          ------  ------ ------
    Total uses........................................... $  237  $  274 $  294
                                                          ------  ------ ------
  Cash available to service debt and acquisitions........ $   81  $   90 $  121
                                                          ======  ====== ======
</TABLE>
 
  ADDITIONAL INFORMATION. The Company is subject to the information filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 2120, Washington, D.C. 20549, at its regional offices
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511;
and 7 World Trade Center, New York, New York 10048. Copies of such material
may also be obtained by mail, upon payment of the Commission's customary
charges, from the Public Reference Section of the Commission at
 
                                      23
<PAGE>
 
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Web site on the World Wide Web at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission.
 
  11. CERTAIN EFFECTS OF THE OFFER
 
  Shares the Company acquires pursuant to the Offer will be retired by the
Company.
 
  The Company may in the future purchase additional Shares in private
transactions, pursuant to the Stockholders' Agreement, through tender offers
or otherwise. Any such purchases may be on the same terms as, or on terms that
are more or less favorable to stockholders than, the terms of the Offer.
However, Rule 13e-4 promulgated under the Exchange Act generally prohibits the
Company and its affiliates from purchasing any Shares, other than pursuant to
the Offer, until at least ten business days after the expiration or
termination of the Offer. Any possible future purchases by the Company will
depend on many factors, including the appraised price of the Shares, the
results of the Offer, the Company's business and financial position and
general economic and market conditions.
 
  The Company's purchase of Shares pursuant to the Offer is expected to
significantly reduce the number of outstanding Shares. As of May 1, 1998,
there were approximately 200 holders of record of the Shares. Although there
is no established trading market for the Shares, the consummation of the Offer
may further limit the liquidity of the Shares.
 
  The Shares are not registered under the Exchange Act.
 
  12. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE SHARES
 
  None of the officers, directors or affiliates of the Company beneficially
owns any Shares with the exception of one director, and such director has
advised the Company that he intends to tender a portion of his Shares.
 
  Since March 1, 1998, the Company has repurchased the following Shares
pursuant to the Stockholders' Agreement based on the appraisal price of the
shares of Class B Common Stock: 10 Shares at $190.81 per Share from 1 former
employee, 70 Shares at $200.00 per Share from 1 former employee, 35,495 Shares
at $295.50 per Share from 43 former employees and from their permitted
transferees, and 57,466 Shares at $299.50 per Share from 33 former employees
and from their permitted transferees.
 
  Based upon the Company's records and upon information provided to the
Company by its directors, executive officers, associates and subsidiaries,
neither the Company nor any of its associates or subsidiaries or persons
controlling the Company nor, to the best of the Company's knowledge, any of
the directors or executive officers of the Company or any of its subsidiaries,
nor any associates or subsidiaries of any of the foregoing, has effected any
transactions in the Shares during the 40 business days prior to the date
hereof.
 
  The Stockholders' Agreement generally contains certain limitations on the
ability of the holders of the Shares to transfer the Shares to a third party
without providing the Company with the opportunity within a limited time
period to acquire such Shares at the price provided in the proposed third
party transaction. The Company and certain of the holders of the Shares are
parties to an Amended and Restated Registration Rights Agreement pursuant to
which, subject to the terms and conditions thereof, such holders have demand
registration rights with respect to their Shares.
 
  Except as set forth in this Offer to Purchase, neither the Company or any
person controlling the Company nor, to the Company's knowledge, any of its
directors or executive officers, is a party to any contract, arrangement,
understanding or relationship with any other person relating, directly or
indirectly, to the Offer with respect to any securities of the Company
(including, but not limited to, any contract, arrangement, understanding or
relationship concerning the transfer or the voting of any such securities,
joint ventures, loan or option arrangements, puts or calls, guarantees of
loans, guarantees against loss or the giving or withholding proxies, consents
or authorizations).
 
                                      24
<PAGE>
 
  13. FEES AND EXPENSES
 
  The Company has paid fees of approximately $487,500 plus reimbursement of
certain expenses to HLHZ for appraisal services rendered to the Company during
the 12 months prior to the date of this Offer to Purchase and for solvency
opinions rendered to the Board of Directors in connection with the Offer and
the Recapitalization Plan. In addition, the Company has agreed to indemnify
HLHZ against certain liabilities which it might incur in connection with the
preparation of the opinion and the appraisals referred to above or otherwise
as a result of the services which it rendered.
 
  The Company has retained Morgan Stanley to render a financial opinion letter
to the Board of Directors as to whether the consideration to be paid for the
Shares in the Offer is fair from a financial point of view to the Company.
Pursuant to an engagement letter with Morgan Stanley, the Company paid Morgan
Stanley an "opinion fee" of $1.5 million upon the delivery of such opinion
letter on May 12, 1998. The Company also has agreed to reimburse Morgan
Stanley for certain expenses incurred in connection with its engagement,
including out-of-pocket expenses and the reasonable fees and disbursements of
its counsel and to indemnify Morgan Stanley and certain related parties
against certain liabilities in connection with its engagement. Morgan Stanley
may render investment banking services to the Company in the future. Morgan
Stanley has not been retained to make solicitations or recommendations in
connection with the Offer.
 
  The Company will not pay fees or commissions to any broker, dealer,
commercial bank, trust company or other person for soliciting any Shares
pursuant to the Offer. The Company will, however, on request, reimburse such
persons for customary handling and mailing expenses incurred in forwarding
materials in respect of the Offer to the beneficial owners for which they act
as nominees. No such broker, dealer, commercial bank or trust company has been
authorized to act as the Company's agent for purposes of the Offer. The
Company will pay (or cause to be paid) any stock transfer taxes on its
purchase of Shares.
 
  14. MISCELLANEOUS
 
  The Company is not aware of any jurisdiction where the making of the Offer
is not in compliance with applicable law. If the Company becomes aware of any
jurisdiction where the making of the Offer is not in compliance with any valid
applicable law, the Company will make a good faith effort to comply with such
law. If, after such good faith effort, the Company cannot comply with such
law, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in such jurisdiction.
 
  Pursuant to Rule 13e-4 promulgated under the Exchange Act, the Company has
filed with the Commission an Issuer Tender Offer Statement on Schedule 13E-4
(the "Schedule 13E-4") which contains additional information with respect to
the Offer. The Schedule 13E-4, including the exhibits and any amendments
thereto, may be examined, and copies may be obtained, at the same places and
in the same manner as is set forth in Section 10 with respect to information
concerning the Company.
 
  NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE COMPANY IN CONNECTION WITH THE OFFER OTHER
THAN THOSE CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF
TRANSMITTAL. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
 
                                          Aramark Corporation
 
May 15, 1998
 
                                      25
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  Any questions or requests for assistance may be directed to the Depositary
at the telephone number and address listed below. Requests for additional
copies of this Offer to Purchase, the Letter of Transmittal or other tender
offer materials may be directed to the Depositary, and such copies will be
furnished promptly at the Company's expense.
 
                       The Depositary for the Offer is:
 
                         THE SPECIAL DEPOSITARY GROUP
 
                              ARAMARK CORPORATION
                                 ARAMARK TOWER
                              1101 MARKET STREET
                            PHILADELPHIA, PA 19107
                     ATTENTION: THE DEPOSITARY--29TH FLOOR
                           TELEPHONE: (215) 238-3246
 
