SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Under
the Securities Exchange Act of 1934*
ARAMARK
CORPORATION
(Name
of
Issuer)
Common
Stock, Class A, par value $0.01 per share
Common
Stock, Class B, par value $0.01 per share
(Title
of
Class of Securities)
Class
A:
None
Class
B:
038521100
(CUSIP
Number)
Gregory
Gilbert, Esq.
O’Melveny
& Myers LLP
7
Times
Square
New
York,
NY 10036
(212)
326-2000
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May
1,
2006
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See§240.13d-7
for other parties to whom copies are to be sent.
(Continued
on following pages)
(Page
1
of 8 Pages)
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The
remainder of this cover page shall be filled out for a reporting
person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which
would alter disclosures provided in a prior cover
page.
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The
information required on this cover page shall not be deemed to
be “filed”
for the purpose of Section 18 of the Securities Exchange Act of
1934
(“Act”) or otherwise subject to the liabilities of that section of the
Act
but shall be subject to all other provisions of the Act (however,
see
the Notes)
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SCHEDULE
13D
Page
2 of
8
Pages
CUSIP
No. - Class
A
Common Stock: None
CUSIP
No. - Class
B
Common Stock: 038521100
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1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas
H. Lee Equity Fund VI, L.P.
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2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
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3 SEC
USE ONLY
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4 SOURCE
OF FUNDS
OO
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5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEMS 2(d) or 2(e) ¨
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
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7 SOLE
VOTING POWER
-0-
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8 SHARED
VOTING POWER
-0-
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9 SOLE
DISPOSITIVE POWER
-0-
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10 SHARED
DISPOSITIVE POWER
-0-
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11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ¨
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13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
Class A Common Stock
0%
Class B Common Stock
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14 TYPE
OF REPORTING PERSON
PN
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SCHEDULE
13D
Page 3
of
8
Pages
Item
1. Security
and Issuer.
This
statement on Schedule 13D (the “Statement”) relates to the Class A Common Stock,
par value $0.01 per share (the “Class A Common Stock”), and the Class B Common
Stock, par value $0.01 per share (the “Class B Common Stock”), of ARAMARK
Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal
executive offices are located at ARAMARK Tower, 1101 Market Street,
Philadelphia, Pennsylvania 19107.
Each
share of Class A Common Stock is convertible at the option of the holder into
one share of Class B Common Stock. Therefore, the THL Reporting
Person (as defined in Item 2 below) may be deemed to beneficially own the shares
of Class B Common Stock into which any shares of Class A Common Stock are
convertible. In
addition, subject to certain exceptions set forth in the Issuer’s Amended and
Restated Certificate of Incorporation, a transfer of Class A Common Stock will
result in the automatic conversion of Class A Common Stock into Class B Common
Stock. To
the
extent that any shares of Class A Common Stock in which the THL
Reporting Person may be deemed to have beneficial ownership are converted into
Class B Common Stock, the THL
Reporting Person’s deemed beneficial ownership of Class A Common Stock will be
reduced by an equal number of shares.
Item
2. Identity
and Background.
This
Statement is being filed by Thomas H. Lee Equity Fund VI, L.P., a limited
partnership organized under the laws of the State of Delaware, (the “THL
Reporting Person”).
The
principal business and principal office the THL Reporting Person is located
at
100 Federal Street, Boston, Massachusetts 02110.
The
general partner of the THL Reporting Person is THL Equity Advisors VI, LLC,
a
limited liability company organized under the laws of the State of Delaware.
THL
Equity Advisors VI, LLC is a single member limited liability company, whose
sole
member is Thomas H. Lee Partners, L.P., a limited partnership organized under
the laws of the State of Delaware. The sole general partner of Thomas H. Lee
Partners, L.P. is Thomas H. Lee Advisors, LLC, a limited liability company
organized under the laws of the State of Delaware. The managers of Thomas H.
Lee
Advisors, LLC are Anthony J. DiNovi, Scott A. Schoen, Scott M. Sperling and
Thomas M. Hagerty. All such entities and individuals have a principal business
address of 100 Federal Street, Boston, Massachusetts 02110.
During
the last five years, none of THL Reporting Person, THL Equity Advisors VI,
LLC,
Thomas H. Lee Partners, L.P., Thomas H. Lee Advisors, LLC, Anthony J. DiNovi,
Scott A. Schoen, Scott M. Sperling or Thomas M. Hagerty have been (1) convicted
in a criminal proceeding (excluding traffic violations and other similar
misdemeanors) or (2) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
SCHEDULE
13D
Page 4
of
8
Pages
Item
3. Source
and Amount of Funds or Other Consideration.
It
is
anticipated that funding for the Proposal (as defined in Item 4 below) will
be
in the form of (1) cash contributed to the acquisition vehicle formed by the
Investors (as defined in Item 4 below) and (2) debt financing. In addition
it is
anticipated that a portion of the Class A Common Stock and Class B Common Stock
currently held by Joseph Neubauer, Chairman of the Board of Directors and Chief
Executive Officer of the Issuer, will be contributed to the acquisition vehicle.
Members of the Issuer’s senior management team also may contribute shares of
Class A Common Stock or Class B Common Stock to the acquisition vehicle. The
description of the Proposal set forth in Item 4 below is incorporated by
reference into this Item 3.
The
Investors have obtained a “highly confident” letter regarding the debt
financing, as described in the Proposal Letter (as defined in Item 4 below).
A
copy of the “highly confident” letter is filed as Exhibit 7.02 to this
Statement, and is incorporated by reference into this Item 3.
Item
4. Purpose
of Transaction.
On
May 1,
2006, the THL Reporting Person delivered a letter (the “Proposal Letter”) to the
Board of Directors of the Issuer in which it was proposed that the THL Reporting
Person, together with Joseph
Neubauer, Chairman and Chief Executive Officer of the Issuer, and other
investors
that are expected to include funds managed by GS
Capital Partners, J.P. Morgan Partners, and Warburg Pincus LLC
(collectively, the “Investors”), would offer to acquire by merger, for a
purchase price of $32.00 in cash per share, all of the outstanding shares of
the
Class A Common Stock and Class B Common Stock, other than any shares held by
any
of the Investors and members of the Issuer’s senior management team that are to
be invested in the transaction (the “Proposal”).
As
described in the Proposal Letter, the Investors anticipate that the Issuer
will
establish a special committee of independent directors authorized to retain
independent financial and legal advisors (the “Special Committee”) to consider
the Proposal. To facilitate that review, the Investors intend to provide shortly
(1) equity and debt commitment letters for all amounts necessary to effect
the
transaction and (2) a proposed form of merger agreement and other transaction
documentation. The Investors noted that they are prepared to move very quickly
to finalize the definitive transaction and related documents. No binding
obligation on the part of the THL Reporting Person, any Investor or the Issuer
will arise with respect to the Proposal or any transaction unless and until
a
definitive merger agreement and other transaction documentation satisfactory
to
the Investors and recommended by the Special Committee and approved by the
Issuer’s Board of Directors is executed and delivered.
SCHEDULE
13D
Page 5
of
8
Pages
The
Proposal could result in one or more of the actions specified in clauses (a)-(j)
of Item 4 of Schedule 13D, including the acquisition or disposition of
additional securities of the Issuer, a merger or other extraordinary transaction
involving the Issuer, a change to the present board of directors of the Issuer,
a change to the present capitalization or dividend policy of the Issuer, the
delisting of the Issuer’s securities from the New York Stock Exchange, and the
causing of a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). The THL Reporting Person
is expected to take actions in furtherance of the Proposal or any amendment
thereof.
A
copy of
the Proposal Letter is filed as Exhibit 7.01 to
this
Statement,
and is
incorporated by reference into this Item 4.
Item
5. Interest
in Securities of the Issuer.
(a) As
of the
date hereof, the THL Reporting Person does not beneficially own any shares
of
Class A Common Stock or Class B Common Stock. As a result of the matters
described in Item 4 above, the THL Reporting Person may be deemed to constitute
a “group”, within the meaning of Section 13(d)(3) of the Exchange Act, with Mr.
Neubauer, GS Capital Partners, J.P. Morgan Partners, Warburg Pincus LLC and
certain of their affiliates. As a result, the THL Reporting Person may be deemed
to beneficially own any shares of Class A Common Stock and Class B Common Stock
that may be beneficially owned by such persons. Accordingly, on this basis,
the
THL Reporting Person might be deemed to beneficially own, in the aggregate,
(A)(i) the 23,945,683 shares of Class A Common Stock reported as beneficially
owned by Mr. Neubauer on that certain Amendment No. 16 to Schedule 13D filed
by
Mr. Neubauer with the Securities and Exchange Commission on May 1, 2006 (the
“Neubauer 13D/A”) and (ii) the 23,945,683 shares of Class B Common Stock
reported as beneficially owned by Mr. Neubauer on the Neubauer 13D/A, which
shares constitute the 23,945,683 shares issuable upon conversion of the equal
number of shares of Class A Common Stock beneficially owned by Mr. Neubauer
and
(B) the 2,038,672 shares of Class B Common Stock that the THL Reporting Person
has been advised may be deemed to be beneficially owned by Goldman, Sachs &
Co. (“Goldman Sachs”) or another wholly owned broker or dealer subsidiary of The
Goldman Sachs Group, Inc. (“GS Group”). Except as described above with respect
to Mr. Neubauer and Goldman Sachs, the THL Reporting Person does not have actual
knowledge of any shares of Class A Common Stock or Class B Common Stock that
may
be beneficially owned by Mr. Neubauer, GS Capital Partners, J.P. Morgan
Partners, Warburg Pincus LLC and certain of their affiliates, including, without
limitation, Goldman Sachs and GS Group. The foregoing summary of the Neubauer
13D/A is qualified in its entirety by reference to such filing.
The
percentage of outstanding Class A Common Stock and Class B Common Stock that
may
be deemed to be beneficially owned by the THL Reporting Person is approximately
41.2% and 17.9%, respectively. The foregoing percentages are based on 58,116,549
shares of Class A Common Stock and 121,287,341 shares of Class B Common Stock
outstanding at April 28, 2006, as reported in the Issuer’s Form 10-Q for the
fiscal quarter ended March 31, 2006, filed with the Securities and Exchange
Commission on May 10, 2006.
SCHEDULE
13D
Page 6
of
8Pages
The
THL
Reporting Person hereby disclaims beneficial ownership of any shares of Class
A
Common Stock and Class B Common Stock that may be beneficially owned by Mr.
Neubauer, GS Capital Partners, J.P. Morgan Partners or Warburg Pincus LLC,
and
their respective affiliates, including, without limitation, Goldman Sachs and
GS
Group. Neither the filing of this Statement nor any of its contents shall be
deemed to constitute an admission that the THL Reporting Person or any of its
affiliates is the beneficial owner of any shares of Class A Common Stock or
Class B Common Stock for purposes of Section 13(d) of the Exchange Act or for
any other purpose or that the THL Reporting Person has an obligation to file
this Statement.
(b) The
THL
Reporting Person has no power to vote or to direct the vote or to dispose or
direct the disposition of any shares of Class A Common Stock or Class B Common
Stock.
(c) Except
as
disclosed in this Statement, the THL Reporting Person has no beneficial
ownership of, and has not engaged in any transaction during the past 60 days
in,
any shares of Class A Common Stock or Class B Common Stock.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts,
Arrangements, Understandings or Relationships With Respect
to
Securities of the Issuer.
The
responses to Item 2, Item 3, Item 4 and Item 5 are incorporated herein by
reference. Except as set forth in response to other Items of this Statement
and
the agreements incorporated herein by reference and set forth as exhibits
hereto, to the best knowledge of the THL Reporting Person, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the securities of the Issuer, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting power
over
the securities of the Issuer.
Item
7. Material
to be Filed as Exhibits.
EXHIBIT
7.01
Proposal
Letter, dated May 1, 2006.
SCHEDULE
13D
Page 7
of 8
Pages
EXHIBIT
7.02
Highly
Confident Letter, dated April 30, 2006
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify
that
the information set forth in this statement is true, complete and
correct.
Dated:
May 11, 2006
THOMAS
H. LEE EQUITY FUND VI, L.P.
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By:
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Thomas
H. Lee Equity Advisors VI, LLC, its general
partner
|
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By:
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Thomas
H. Lee Partners, L.P., its sole
member
|
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By:
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Thomas
H. Lee Advisors, LLC, its general
partner
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By:
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/s/
Todd Abbrecht
Name:
Todd Abbrecht
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