ARAMARK Corporation - MRRS Decision

Headnote

MutualReliance Review System for Exemptive Relief Applications - clause104(2)(c) - issuer bid made by non-reporting U.S. company with126 security holders in Ontario holding approximately 1% ofthe total issued and outstanding securities subject to the issuerbid - Relief from issuer bid requirements granted provided thatthe issuer bid is effected in accordance with applicable U.S.laws (other than those relating to proportionate take-up) andthat all materials sent to U.S. security holders are sent toOntario security holders and filed with the Commission.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O., c.S.5, as am., ss. 95, 96, 97, 98, 100, 104(2)(c)

StatutesCited

UnitedStates Securities Act of 1934

IN THE MATTER OF

THESECURITIES LEGISLATION OF

BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,

ONTARIO,NOVA SCOTIA AND NEWFOUNDLAND AND LABRADOR

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

ARAMARKCORPORATION

MRRSDECISION DOCUMENT

WHEREASthe local securities regulatory authority or regulator (the"Decision Makers") in each of the Provinces of British Columbia,Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia and Newfoundlandand Labrador (collectively the "Jurisdictions") have receivedan application from ARAMARK Corporation ("ARAMARK") on behalfof ARAMARK and on behalf of a proposed corporation resultingfrom the amalgamation of ARAMARK and ARAMARK Worldwide Corporation("Mergeco"), for a decision pursuant to the securities legislationof each of the Jurisdictions (the "Legislation") exempting Mergecofrom the requirements contained in the Legislation relatingto the delivery of an offer and issuer bid circular and anynotices of change or variation thereto, minimum deposit periodsand withdrawal rights, payments for securities tendered to anissuer bid, disclosure, restrictions upon purchases of securities,financing, identical consideration and collateral benefits (the"Issuer Bid Requirements") in connection with a proposed all-cashissuer bid (the "Bid") by Mergeco for a portion of the outstandingNew Class A Shares (as hereinafter defined) of Mergeco;

ANDWHEREAS pursuant to the Mutual Reliance Review Systemfor Exemptive Relief Applications (the "System"), the OntarioSecurities Commission is the principal jurisdiction for thisapplication;

AND WHEREAS ARAMARK and Mergeco have represented tothe Decision Makers that:

1.ARAMARK is a corporation organized and existing under the lawsof the State of Delaware.

2.There is at present no public market for the trading of ARAMARKsecurities. ARAMARK intends to effect a primary public offeringof its securities in the United States (defined below as the"IPO"). ARAMARK is not a reporting issuer (or equivalent) underthe laws of any Canadian jurisdiction.

3.In order to restructure its capital structure to facilitatethe said public offering, ARAMARK will merge with ARAMARK WorldwideCorporation, its wholly-owned subsidiary, pursuant to a proposedAgreement and Plan of Merger (the "Merger"). Mergeco, the companyresulting from the Merger will be named ARAMARK Corporation.

4.The authorized capital of ARAMARK presently consists of 175,000,000shares, which includes 25,000,000 shares of class A common stock,par value $0.01 per share (the "Old Class A Shares") and 150,000,000of class B common stock, par value $0.01 (the "Old Class B Shares").As at November 14, 2001, 2,385,438 Old Class A Shares and 59,591,005Old Class B Shares were issued and outstanding.

5.Under the Merger, each Old Class A Share will convert into twenty(20) shares of new class A-1 common stock of Mergeco and eachOld Class B Share will convert into two (2) shares of new classA common stock, divided as equally as possible among three differentseries of new class A common stock categorized as class A-1,class A-2 and class A-3 (collectively referred to as the "NewClass A Shares"). Mergeco's authorized capital will also includeclass B common stock (the "New Class B Shares"). On completionof the Merger, assuming no changes in outstanding capital priorto such time, Mergeco's issued equity capital would then consistof 47,707,600 New Class A Shares and 119,462,156 New Class BShares for a total of 167,169,756 Shares outstanding.

6.New Class A Shares will be entitled to ten votes each whileNew Class B Shares will have the same economic rights as NewClass A Shares but will be entitled to only one vote each. Theshares of class A-1, class A-2 and class A-3 common stock willbe identical except for the applicable sale restriction periods,which will expire as follows:

7.The New Class B Shares to be issued under the IPO will be listedon the New York Stock Exchange and will be the only securitiesof Mergeco listed on a stock exchange.

8.Following the expiration of the applicable resale restrictionperiod, each New Class A Share will automatically convert intoone freely transferable New Class B Share upon transfer, exceptfor non-conversion transfers which shall not convert into NewClass B Shares. Non-conversion transfers include transfers toand among family members of New Class A shareholders, bona fidepledges of New Class A Shares by shareholders to lending orfinancial institutions for indebtedness of the holder and transfersapproved as non-conversion transfers by the board of directorsof Mergeco.

9.In the event that an employee shareholder's employment withMergeco is terminated prior to the pricing of the IPO, thatshareholder's New Class A Share will be converted into a restrictedNew Class B Share upon the earlier of 180 days after the pricingof the IPO and the date the Bid is completed. Such restrictedNew Class B Share can not be transferred by the former employeefor a period of 180 days following the date of the IPO.

10.Immediately following the Merger, Mergeco intends to go publicby selling to the public a number of New Class B Shares (the"IPO"). The preliminary prospectus contemplates an offeringof 30,000,000 New Class B Shares, up to a maximum of 34,500,000if the over allotment option is exercised in full. A portionof this offering may be privately placed in Canada pursuantto exemptions from applicable prospectus requirements. The quantumof the offering into Canada is expected to represent approximately2% (690,000 shares, based on maximum IPO size indicated above)to 5% (1,725,000 shares, based on maximum IPO size indicatedabove), of the total offering, and is anticipated to be distributedevenly amongst four provinces, including Ontario, Alberta andBritish Columbia (the "Canadian Private Placements"). Mergecoplans to use a portion of the net proceeds of the IPO to purchasea portion of the New Class A Shares under the Bid.

11.As a result of the IPO, Mergeco will be subject to the requirementsof the Securities Exchange Act of 1934 (the "1934 Act") andwill not be exempt from the reporting requirements of the 1934Act under any rule. Mergeco will not be a reporting issuer (orequivalent) under the laws of any Canadian jurisdiction.

12.As Mergeco will be subject to the rules of the 1934 Act, theBid will be made in compliance with the 1934 Act and the rulesof the United States Securities and Exchange Commission (the"SEC"). The U.S. issuer bid rules, like the Ontario Issuer BidRequirements, contemplate an issuer bid for a specific numberof shares with tendering shareholders participating on a pro-ratabasis. Mergeco has obtained relief from the SEC in the formof a "no action" letter dated November 20, 2001 to permit Mergecoto acquire a stated percentage of New Class A Shares under theBid from any one shareholder, rather than purchasing New ClassA Shares on a pro rata basis if a shareholder tenders more thanthe maximum number (the "SEC Tender Offer Relief").

13.Mergeco obtained the SEC Tender Offer Relief because, underthe terms of the Bid, each shareholder may tender up to a maximumof 13% of his or her New Class A Shares. If the tender offeris fully subscribed by all New Class A Share shareholders Mergecowill accept no more than 10% of each shareholders New ClassA Shares. To the extent that some shareholders have tenderedless than 10% of their New Class A Shares, the shortfall willbe allocated to shareholders that have tendered more than the10% (but in no event more than 13%) on a pro rata basis.

14.Mergeco intends to make the Bid available to all holders ofNew Class A Shares including all employees and senior managersof ARAMARK prior to the Merger and their permitted transferees.Many employee shareholders of ARAMARK have transferred theirOld Class A Shares to their Registered Retirement Savings Plans("Employee RRSPs"), directly to their spouses and/or minor children(collectively, "Immediate Family Members") or to trusts, thebeneficiaries of which are one or more Immediate Family Members("Family Trusts") or to companies which shares are owned bythe employee and/or one or more Immediate Family Members ("FamilyCompanies"), in each case in reliance upon orders granted byvarious of the Decision Makers and by the Quebec SecuritiesCommission exempting trades made by employees to Eligible Transferees(as described below) from the prospectus and registration requirementsof the Act and other securities legislation. As a result ofsuch transfers, Employee RRSPs, Immediate Family Members, FamilyTrusts and Family Companies (collectively "Eligible Transferees")are the holders of some of the New Class A Shares.

15.Holders of the New Class A Shares in each of the Jurisdictionsare either employees of ARAMARK or its subsidiaries or theirEligible Transferees.

16.As of August 21, 2001, there were the following number of registeredholders of Old Class B Shares on the books of ARAMARK with addressesin each of the Jurisdictions:

17.The Bid will be made only for New Class A Shares. Mergeco anticipatesthat each holder of New Class A Shares will be able to tenderup to 13% of its New Class A Shares to the Bid. If the Bid isfully subscribed, Mergeco will accept no more than 10% of eachshareholder's New Class A Shares. A holder of New Class A Sharesmay tender to the Bid as many shares of class A-1 as it desires,subject to the maximum percentage of shares allowed to tender.Of the New Class A Shares tendered, no more than 1/3 may beshares of class A-2 and no more than 1/3 may be shares of classA-3. The maximum of New Class A Shares that may be tenderedunder the Bid would be proportionately reduced to the extentthat the Bid price exceeds the public offering price for theNew Class B Shares.

18.Currently there are two shareholders holding in excess of 10%of the issued and outstanding Old Class A Shares: the Trusteefor the ARAMARK Retirement Savings Plan and the Uniform andCareer Apparel Group Retirement Savings Plan (the "Trustee")(19.6%); and Joseph Neubauer ("Neubauer") (17.2%). It is anticipatedthat Neubauer will participate in the Bid. In lieu of the Trusteeparticipating in the Bid, Mergeco will enter into an agreementwith the Trustee to purchase 10% of the New Class A Shares heldby the Trustee following the Merger and the IPO.

19.Mergeco anticipates that the price offered under the Bid willbe equal to the initial offering price in the IPO. However,the Bid price, as determined by the board of directors of Mergecoor its executive committee, may be adjusted to take accountof the post-IPO market price of the New Class B Shares; however,it is not anticipated that the Bid price will be at a premiumto the market price prevailing at the time the Bid is made.

20.The Bid will be made to the holders of New Class A Shares whoselast address, as shown on the books of Mergeco is in one ofthe Jurisdictions, on the same basis, including extending tothose holders identical rights and identical consideration,as to holders of New Class A Shares resident in the United States.

21.All material relating to the Bid that is sent to holders ofNew Class A Shares in non-Canadian jurisdictions will be concurrentlysent to Shareholders resident in the Jurisdictions and willbe filed with the securities regulatory authorities of the Jurisdictions.

22.Upon completion of the Merger and the IPO, it is anticipatedthat the Shareholders in each of the Jurisdictions (before givingeffect to the Canadian Private Placements or the Bid) will ownapproximately, in the aggregate, the following number of ClassA Shares:

After giving effect to the Canadian Private Placements, assumingthat the maximum 5% of the maximum IPO size described in paragraph10 hereof has been placed and distributed evenly between eachof the four provinces, including Ontario, Alberta and BritishColumbia and before giving effect to the Bid, it is anticipatedthat the Shareholders in the jurisdictions of Ontario, Albertaand British Columbia will own approximately, in the aggregate,the following number of Shares:

ANDWHEREAS pursuant to the System, this MRRS DecisionDocument evidences the decision of each of the Decision Makers(collectively, the "Decision");

ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMakers with the jurisdiction to make the Decision has been met;

THE DECISION of each of the Decision Makers pursuantto the Legislation is that Mergeco is exempt from the IssuerBid Requirements in respect of the Bid, provided that:

(a) the Bid, including any amendment thereto is made in compliancewith the requirements of applicable United States securitieslaws other than as provided for in the SEC Tender Offer Relief;

(b) all materials relating to the Bid that are sent to the holdersof New Class A Shares in non-Canadian jurisdictions are sentconcurrently to the shareholders resident in the Jurisdictions;and

(c) copies of such materials are filed concurrently with thesecurities regulatory authorities of the Jurisdictions.

THE FURTHER DECISION of each of the Decision Makerspursuant to the Legislation is that the Application and theDecision shall be held in confidence by the Decision Makersuntil the earlier of (i) the date of the mailing of the Bidmaterials, and (ii) January 31, 2002.

December20th, 2001.

"PaulM. Moore"       "H. Lorne Morphy"