SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
ARAMARK Holdings Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
03852U106
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“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).
13G
| CUSIP No. 03852U106 | Page 2 of 7 Pages |
| 1. | Name of Reporting Person
Joseph Neubauer | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (A) ¨ (B) x
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
U.S.A. | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power:
17,689,695 shares, Common Stock | ||||
| 6. | Shared Voting Power:
515,000 shares, Common Stock (1) | |||||
| 7. | Sole Dispositive Power:
17,689,695 shares, Common Stock | |||||
| 8. | Shared Dispositive Power:
515,000 shares, Common Stock (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,204,695 shares, Common Stock (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
x (3) | |||||
| 11. | Percent of Class Represented by Amount in Row 9
7.9% (4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Constitutes 515,000 shares held by a limited partnership for which the Reporting Person serves as general partner (the “Limited Partnership”). The Reporting Person disclaims any beneficial ownership of such shares of Common Stock. |
| (2) | Includes (i) 17,689,695 shares and (ii) 515,000 shares held by the Limited Partnership. The Reporting Person disclaims any beneficial ownership of the shares of Common Stock noted in clause (ii) of this footnote. |
| (3) | See Exhibit 99 (Item 8 Information). |
| (4) | This percentage was calculated using a denominator of 229,958,467, or the number of shares of Common Stock outstanding as of the last day of the Issuer’s quarter ended December 27, 2013. |
| CUSIP No. 03852U106 |
13G | Page 3 of 7 Pages |
| Item 1(a). | Name of Issuer: |
ARAMARK Holdings Corporation
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
| Item 2(a). | Name of Person Filing: |
Joseph Neubauer
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
c/o ARAMARK Holdings Corporation
ARAMARK Tower
1101 Market Street
Philadelphia, Pennsylvania 19107
| Item 2(c). | Citizenship: |
United States of America
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share
| Item 2(e). | CUSIP Number: |
03852U106
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| CUSIP No. 03852U106 |
13G | Page 4 of 7 Pages |
| (f) ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership. |
The information set forth in Rows 5 through 11 of the cover page for the Reporting Person is incorporated herein by reference. Ownership is stated as of December 31, 2013, except where otherwise indicated.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Under certain circumstances, a person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the shares of Common Stock reported on this statement. Such interest relates to shares representing less than 1% of the outstanding Common Stock.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| CUSIP No. 03852U106 |
13G | Page 5 of 7 Pages |
| Item 10. | Certifications. |
Not applicable.
| CUSIP No. 03852U106 |
13G | Page 6 of 7 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2014
| JOSEPH NEUBAUER |
| /s/ Joseph Neubauer |
| CUSIP No. 03852U106 |
13G | Page 7 of 7 Pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99 | Item 8 Information | |
EXHIBIT 99
ITEM 8 INFORMATION
The Reporting Person is a party to a Stockholders Agreement, originally dated as of January 26, 2007, and as amended and restated on December 10, 2013, by and among the Issuer, ARAMARK Intermediate HoldCo Corporation (an entity wholly owned by the Issuer), funds affiliated with each of GS Capital Partners (“GSCP”), CCMP Capital Advisors, LLC (“CCMP”) and J.P. Morgan Partners, LLC (“JPM”), Thomas H. Lee Partners, L.P. (“THL”) and Warburg Pincus LLC (“WP” and, together with the Reporting Person, GSCP, CCMP, JPM and THL, the “Investor Stockholders”), the Reporting Person and each of the Management Stockholders party thereto (the “Stockholders Agreement”).
The Stockholders Agreement provides that the funds affiliated with each of GSCP, CCMP, THL and WP will each have the right to designate up to one of the Issuer’s directors, and that the Reporting Person is entitled to serve as a director. The Stockholders Agreement requires the Investor Stockholders to vote their shares of Common Stock for directors that are designated in accordance with the provisions of the Stockholders Agreement; the Management Stockholders have agreed to grant an irrevocable proxy to do so only if and when required by, and as directed by, the Coordination Committee established pursuant to the Stockholders Agreement. The Stockholders Agreement also contains certain transfer restrictions with respect to the shares of Common Stock owned by the parties thereto.
The aggregate number of shares beneficially owned collectively by the Investor Stockholders, and based on available information, is 178,513,588, which represents approximately 77.6% of the shares of Common Stock of the Issuer outstanding as of the last day of the Issuer’s quarter ended December 27, 2013. The Reporting Person disclaims any actual knowledge of any shares of Common Stock that may be beneficially owned by the other parties to the Stockholders Agreement.
The share ownership reported by the Reporting Person does not include any shares of Common Stock owned by the other parties to the Stockholders Agreement, except to the extent disclosed in this Schedule 13G. The Reporting Person may be deemed to be a member of a “group” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the other parties to the Stockholders Agreement. This Schedule 13G shall not be deemed to be an admission that the Reporting Person is a member of such a “group”. The Reporting Person disclaims beneficial ownership of any shares of Common Stock owned by the other parties to the Stockholders Agreement and the inclusion of such other parties’ shares in this Schedule 13G shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 13(d) of the Exchange Act or otherwise.
Exhibit 99