<PAGE>



================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                    FORM 10-K

[X]   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934 for the fiscal year ended September 27, 1996 or

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 for the transition period from ________ to __________

Commission file number:      1-8827

                               ARAMARK CORPORATION
             (Exact name of registrant as specified in its charter)

       Delaware                                          23-2319139
(State of incorporation)                   (I.R.S. Employer Identification No.)

                                  ARAMARK Tower
                               1101 Market Street
                        Philadelphia, Pennsylvania 19107
                    (Address of principal executive offices)

                         Telephone Number: 215-238-3000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Class B Common
                                                            Stock, $.01 par
                                                            value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Aggregate market value of the voting stock held by nonaffiliates:   $626 million

<TABLE>

<S>                                             <C>                       <C>             
Common stock outstanding at October 25, 1996    Class A Common stock       1,981,169 shares
                                                Class B Common stock      21,742,472 shares
</TABLE>

Documents incorporated by reference: Portions of the registrant's Proxy
Statement for the 1996 annual meeting of stockholders are incorporated by
reference in Part III of this Report.
================================================================================




<PAGE>



      As used herein, references to the "Company" shall mean ARAMARK Corporation
and its subsidiaries (including ARAMARK Services, Inc.) unless the context
otherwise requires. References to "ARAMARK" shall mean ARAMARK Services, Inc.
and its subsidiaries unless the context otherwise requires.

                                     PART I
                                     ------
Item 1.     Business
------      --------
Description of Business Segments

      The Company is engaged in providing or managing services, including food
and support services, uniform services, health and education services and
distributive services. ARAMARK was organized in 1959 in Delaware. The Company
was formed in September 1984 by the management of ARAMARK and acquired ARAMARK
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.

      Financial information by business segment and geographic area appears in
note 11 to the consolidated financial statements. The businesses of the Company
have been grouped into the segments described below.

Food and Support Services

      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 leisure facilities such as convention
centers, stadiums, parks, arenas, race tracks and other recreational facilities.

      Food, refreshment, specialized dietary and support services are operated
at customer locations generally under contracts of indefinite duration which may
be subject to termination by either party. However, food and related services at
leisure facilities generally are for fixed contract terms well in excess of one
year. The Company's food and support services are performed under various
financial arrangements including a management-fee basis and a profit-and-loss
basis.

      At most customer food service locations, the equipment and facilities used
in providing these services are owned by the customer. Vending machines and
related equipment, however, are generally owned by the Company. At most leisure
facilities, the equipment is owned by the Company.


<PAGE>




      There is a high level of competition in the food and support services
business from local, regional and national companies as well as from businesses
and institutions which operate their own services. This competition takes a
number of different forms, including pricing, maintaining high food and service
standards, and innovative approaches to marketing with a strong emphasis on
securing and retaining customer accounts. The Company believes that it is a
significant provider of food and support services in the United States, Spain,
Germany, Belgium and Canada, but that its volume of such business is small in
relation to the total market. See note 10 to the consolidated financial
statements for information relating to the seasonal aspects of this business
segment.

Uniform Services

      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.

      Service contracts for the rental and laundering of work apparel and other
textile items are for well in excess of one year and typically for an initial
term of five years. Generally, the direct marketing business is conducted under
an invoice arrangement with customers.

      The uniform rental services business is highly competitive in the areas in
which the Company operates, with numerous competitors in each major operating
area. Although no one uniform rental services company is predominant in this
industry, the Company believes that it is a significant competitor.

      Competition in the direct marketing of work clothing, public safety
equipment and related items is from numerous retailers and other direct
marketers at local, regional and national levels. In this market, while the
Company is a significant competitor, the Company's volume of sales is small in
relation to the total market.

      The significant competitive factors in the uniform services business are
the quality of services provided to customers and the prices charged for such
services.

      At the beginning of fiscal 1996, the Company sold a division of its
uniform services business. See note 2 to the consolidated financial statements.

      At fiscal yearend 1996, the Company acquired a leading provider of uniform
apparel to the hospitality and healthcare markets. See note 2 to the
consolidated financial statements.

                                       2
<PAGE>


Health and Education Services

      The Company provides contract management services (including physician
staffing and other specialized services) to hospital emergency and other
departments and to military healthcare facilities and clinics, as well as
contract medical services to correctional institutions and to beneficiaries of
the Civilian Health and Medical Program of the Uniformed Services ("CHAMPUS").
The Company also provides educational and child care services primarily at
Company-operated facilities, and to a lesser extent on customer sites and in
before and after school programs.

      Revenues from emergency and primary care management services are received
generally from the hospitals and clinics at which the care is provided under
contracts generally with a term of one or more years and from third party
payors. Revenues from medical services to correctional institutions are received
directly from governmental authorities under contracts with terms of one or more
years.

      Educational and child care services are provided to and are primarily paid
for on a weekly or semester basis directly by individual families under
short-term agreements. The Company leases a significant number of its facilities
under long-term arrangements.

      The Company believes it is a significant provider of emergency care
management services, medical services to correctional institutions and CHAMPUS
beneficiaries, and educational and child care services in the United States.

      Competition in all phases of this business segment is from both national
and local providers of health and education services as well as from private and
public institutions which provide for their own health and education services.
Significant competitive factors in the Company's health and education services
businesses are the quality of care, reputation, physical appearance of
facilities, the types of programs offered to the users of these services and the
prices charged for such services.

Distributive Services

      The Company 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.

      Distribution services are generally rendered under short-term agreements
and for larger accounts under multi-year agreements, which ordinarily permit the
return of unsold magazines and books with full credit being given to the
retailer and with the Company in turn receiving full credit from its suppliers.

      Competition in the distribution of books and periodicals exists primarily
from magazine and book subscriptions, direct distribution by publishers to
retailers and from other wholesale distributors. While the Company's volume of
business in the distribution of books and periodicals is small in relation to
the total market, the Company believes the volume of its wholesale periodical
and book distribution makes it a significant wholesale distributor.

                                       3
<PAGE>



Employees

      The Company employs approximately 150,000 persons, both full and part
time, including approximately 40,000 employees outside the United States.
Approximately 16,000 employees in the United States are represented by various
labor unions.


Item 2.     Properties
-------     ----------
 
      The principal property and equipment of the Company are its service
equipment and fixtures (including vehicles) and real estate.

      The service equipment and fixtures include vending, commissary, warehouse
and janitorial and maintenance equipment used primarily by the Food and Support
Services segment, and laundry equipment used by the Uniform Services segment.
The vehicles include automobiles and delivery trucks used in the Food and
Support Services segment and in the Distributive Services and Uniform Services
segments. The service equipment and fixtures represent 63% of the net book value
of all fixed assets as of September 27, 1996.

      The Company's real estate is comprised of educational and child care
facilities, of which a significant number are held under long-term operating
leases. The Company also maintains other real estate and leasehold improvements
which it uses in its Distributive Services, Uniform Services and Food and
Support Services segments. Additional information concerning property and
equipment (including leases and noncancelable lease commitments) is included in
notes 1 and 8 to the consolidated financial statements. No individual parcel of
real estate owned or leased is of material significance to the Company's total
assets.

      See note 11 to the consolidated financial statements for information
concerning the identifiable assets of the Company's business segments.

Item 3.     Legal Proceedings
-------     -----------------

      The Company and its subsidiaries are not parties to any lawsuits (other
than ordinary routine litigation incidental to its business) which are material
to the Company's business or financial condition. See note 8 to the consolidated
financial statements for additional information concerning legal proceedings.

Item 4.     Submission of Matters to a Vote of Security Holders
-------     ---------------------------------------------------

      Not Applicable.

                                       4
<PAGE>


Item 4A.    Directors and Executive Officers of the Registrant
--------    --------------------------------------------------

Directors:
<TABLE>
<CAPTION>
Name                                        Principal Occupation
----                                        --------------------
<S>                                         <C>
Joseph Neubauer..........................   Chairman and Chief Executive Officer
                                            ARAMARK Corporation
Robert J.Callander.......................   Executive-in-Residence, Columbia University
                                            Retired Vice Chairman
                                            Chemical Banking Corporation
Alan K. Campbell.........................   Retired Executive Vice President and
                                            Vice Chairman, ARAMARK Corporation
Ronald R. Davenport......................   Chairman, Sheridan Broadcasting Corporation
Philip L. Defliese ......................   Professor Emeritus, Columbia University
                                            Retired Chairman, Coopers & Lybrand
Lee F. Driscoll, Jr......................   Corporate Director
Mitchell S. Fromstein....................   Chairman, President and Chief Executive Officer Manpower Inc.
Edward G. Jordan.........................   Former Chairman and Chief Executive Officer
                                            Consolidated Rail Corporation
Thomas H. Kean...........................   President, Drew University
                                            Former Governor of New Jersey
Reynold C. MacDonald.....................   Retired Chairman, Acme Metals Incorporated
James E.Preston..........................   Chairman, President and Chief Executive Officer
                                            Avon Products, Inc.
</TABLE>

Officers:
<TABLE>
<CAPTION>
Name  (Age as of November 1, 1996)             Office Held                                   Officer Since
----------------------------------             ------------                                  -------------

<S>                                         <C>                                                      <C> 
Joseph Neubauer (55).....................   President and Director...............................    1979
Julian L. Carr, Jr. (50).................   Executive Vice President.............................    1988
James E. Ksansnak (56)...................   Executive Vice President,
                                            Chief Financial Officer..............................    1986
William Leonard (48).....................   Executive Vice President.............................    1992
Brian G. Mulvaney (40)...................   Executive Vice President.............................    1993
Martin W. Spector (58)...................   Executive Vice President,
                                            General Counsel and Secretary........................    1976
L. Frederick Sutherland (44).............   Executive Vice President.............................    1983
Barbara A. Austell (43)..................   Senior Vice President
                                            and Treasurer........................................    1996
Brian J. Gail (49).......................   Senior Vice President................................    1994
Alan J. Griffith (42)....................   Vice President, Controller and
                                            Chief Accounting Officer.............................    1994
Dean E. Hill (45)........................   Vice President.......................................    1993
John P. Kallelis (58)....................   Vice President.......................................    1982
Michael R. Murphy (39)...................   Director of Audit and Controls.......................    1995
Joan C. Mazzotti (46)....................   Assistant Secretary and
                                            Associate General Counsel............................    1994
Donald S. Morton (48)....................   Assistant Secretary and
                                            Associate General Counsel............................    1985
Richard M. Thon (41).....................   Assistant Treasurer..................................    1994
</TABLE>

                                       5
<PAGE>

      Except as set forth below, the principal occupation of each executive
officer throughout the past five years has been the performance of the functions
of the corporate offices shown above.


      Mr. Leonard was president of ARAMARK Uniform Services from 1984 until
March 1992 when he was elected to his current position.

      Mr. Mulvaney was vice president of ARAMARK Uniform Services from 1988
until 1993 when he was elected vice president of the Company. He was elected
Senior Vice President in 1995 and to his current position in August 1996.

      Mr. Sutherland was vice president and treasurer of the Company from 1983
until February 1991 when he was elected senior vice president. In May 1993 he
was elected to his current position.

      Ms. Austell was elected senior vice president and treasurer of the Company
in August 1996. Prior to joining the Company in July 1996, she was a managing
director of J. P. Morgan & Co.

      Mr. Gail was elected senior vice president of the Company in August 1994.
Prior to joining the Company in May 1994, he was president and chief executive
officer and prior thereto senior vice president of FCB - Philadelphia.

      Mr. Griffith was elected vice president of the Company in February 1995.
He was assistant controller of the Company from May 1985 until November 1991
when he became the director of corporate planning. In December 1993 he became
controller and chief accounting officer.

      Mr. Hill was elected vice president of the Company in January 1993. Prior
to joining the Company in 1993, he was vice president of Farley Industries, Inc.
and Fruit of the Loom, Inc.

      Mr. Murphy became director of audit and controls in September 1995. He
joined the Company as senior audit manager in January 1993. Prior to that time
he was a senior audit manager with Arthur Andersen LLP.

      Ms. Mazzotti was elected assistant secretary in 1994. She has been with
the Company since 1977 as assistant and then associate general counsel.

      Mr. Thon was elected assistant treasurer of the Company in August 1994.
Previously he held various treasury analyst positions since joining the Company
in 1987.

                                       6

<PAGE>


                                     PART II
                                     -------

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters
-------   ---------------------------------------------------------------------

       There are currently approximately 1,450 record holders of Class B common
stock of the Company, all of whom are employees or directors of the Company (or
members of their families or trusts created by them). There are currently 124
record holders of the Class A common stock of the Company, all of whom are
institutional investors, Company benefit plans or individuals not employed by
the Company.

       There is no established public trading market for the common stock of the
Company. However, employees of the Company are able to sell shares of common
stock through various programs maintained by the Company. See note 7 to the
consolidated financial statements for information regarding the Company's
shareholders' agreement.


                                       7
<PAGE>


Item 6.     Selected Financial Data
-------     -----------------------

       The following table presents summary consolidated financial data for the
Company. The following data should be read in conjunction with the consolidated
financial statements and the related notes thereto and Management's Discussion
and Analysis of Results of Operations and Financial Condition, each included
elsewhere herein.

<TABLE>
<CAPTION>
                                                                      ARAMARK Corporation and Subsidiaries
                                                                         Fiscal Year Ended on or near
                                                                                  September 30                                 
                                                    -----------------------------------------------------------------------
                                                        1996         1995           1994         1993        1992 (1)
                                                      --------     --------       --------     --------     --------

                                                                   (in millions, except per share amounts and ratios)
<S>                                                   <C>          <C>            <C>          <C>          <C>     
Income Statement Data:
Revenues...........................................   $6,122.5     $5,600.6       $5,161.6     $4,890.7     $4,865.3
Earnings before depreciation and
   amortization, interest, and income taxes........      478.0        433.9          415.7        399.4        387.4
Earnings before interest
   and income taxes (2)............................      295.2        277.0          272.0        268.9        261.6
Interest expense, net..............................      116.0        109.4          108.5        125.7        137.9
Income before extraordinary item
   and cumulative effect of
   change in accounting for
   income taxes (3)................................      112.2        100.2           95.0         84.3         70.7
Net income.........................................      109.5         93.5           86.1         77.1         67.4
Earnings per share: (4)
   Income before extraordinary item
     and cumulative effect
     of change in accounting for
     income taxes (3)..............................      $2.37        $2.01          $1.87        $1.64         $1.40
Net income.........................................      $2.31        $1.88          $1.69        $1.49         $1.33
Ratio of earnings to fixed charges (5).............       2.1x         2.1x           2.1x         1.9x          1.7x
Balance Sheet Data (at period end):
Total assets.......................................   $2,830.8     $2,643.3       $2,122.0     $2,040.6      $2,005.0
Long-term borrowings: (6)
   Senior..........................................    1,160.7      1,109.4          691.5        533.8         629.5
   Subordinated....................................      161.2        165.4          290.4        474.9         413.5
Common stock subject to potential
   repurchase (7)..................................       18.6         19.1           20.8         21.7          20.4
Shareholders' equity...............................      296.2        252.3          182.6        124.1         103.8
</TABLE>
----------------------------
       (1)    Fiscal 1992 is a fifty-three week period. See note 1 to the
              consolidated financial statements.
       (2)    See note 2 to the consolidated financial statements.
       (3)    See notes 3 and 6 to the consolidated financial statements.
       (4)    Based on weighted average shares of common stock outstanding for
              all periods. See note 1 to the consolidated financial statements.
       (5)    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).
       (6)    See note 4 to the consolidated financial statements.
       (7)    See note 7 to the consolidated financial statements.

                                       8
<PAGE>



Item 7.     Management's Discussion and Analysis of Results of Operations and
-------     -----------------------------------------------------------------
            Financial Condition
            -------------------

RESULTS OF OPERATIONS

Fiscal 1996 Compared to Fiscal 1995

      Overview. Revenues for the fiscal year ended September 27, 1996 were $6.1
billion, a 9% increase over fiscal 1995, with increases being recorded by all
business segments. Operating income of $295.2 million increased 7% compared to
the prior year. Earnings increased substantially in both the Food and Support
Services segment, including the positive impact in fiscal 1996 from the return
of hockey and baseball, and the Uniform Services segment. Earnings were equal to
last year for the Health and Education segment and declined dramatically in the
Distributive segment. Total Company operating income includes other income of
$2.9 million described in note 2 to the consolidated financial statements. The
Company's operating income margin decreased to 4.8% from 4.9%, primarily due to
the decreased earnings of the Distributive segment. Excluding the Distributive
segment, the fiscal 1996 margin was 5.3% and operating income increased 20%
compared to the prior year period.

      Interest expense increased $6.6 million or 6% over the prior year due to
increased debt levels to finance acquisitions, partially offset by the favorable
impact of refinancing certain of the Company's subordinated debt and lower
interest rates. The effective income tax rate decreased to 37% in fiscal 1996
from 40% in fiscal 1995 due to the favorable impact resulting from the June 1996
settlement of certain prior years' tax returns. Fiscal 1996 and 1995 net income
reflect extraordinary items for early extinguishment of debt of $2.8 million and
$6.7 million, respectively, as described in note 3 to the consolidated financial
statements.

      Segment Results. Food and Support Services segment revenues were 8% higher
than the prior year due to new accounts and increased volume at both U.S. and
international food businesses, acquisitions and the return of hockey and
baseball (see notes 2 and 11 to the consolidated financial statements). Uniform
Services segment revenues increased 17% as a result of yearend 1995 acquisitions
and increased volume in the uniform rental business, partially offset by
decreased volume from direct marketing of work clothing and the divestiture
described in note 2 to the consolidated financial statements. Health and
Education segment revenues increased 5% as a result of enrollment growth and
pricing at Children's World and new contracts at correctional institutions in
the healthcare business. Revenue for the Distributive segment increased 7% due
to acquisitions completed during fiscal 1995 and the impact of the change in
customer mix in 1996.

      Operating income for the Food and Support Services segment increased 19%
due to increased revenues, including those resulting from the return of hockey
and baseball, although the baseball labor contract negotiations have not yet
been concluded. Fiscal 1996 operating income for the Uniform Services segment
includes the $37 million gain on the sale of a division and charges of $5
million related to changes in estimates regarding asset realization and
environmental matters described in note 11 to the consolidated financial
statements; excluding the impact of these items, as well as the operating
results of the 1996 divestiture,

                                       9
<PAGE>


the increase in segment operating income was approximately 16% as compared to
fiscal 1995. Health and Education segment operating income was equal to the
prior year with revenue related increases being offset by higher operating costs
and increased reserves for real estate values (see note 11 to the consolidated
financial statements). The Distributive segment incurred an operating loss of
$5.6 million in fiscal 1996 versus operating income of $27.4 million in fiscal
1995. Results continue to be severely impacted by higher operating expenses due
to costs of servicing new customers and reduced margins resulting from the
increased competition and consolidation in the magazine wholesale distribution
industry. The Company believes it is well positioned to take advantage of the
current competitive conditions in this industry, however, the future impact of
these changes is uncertain at this time. The Company currently projects that
fiscal 1997 operating income in the Distributive segment will continue to be
significantly below historical levels prior to fiscal 1996. The increase in
fiscal 1996 General Corporate and Other Expenses is due primarily to reserves
established for asset realization, legal and other matters described in note 11
to the consolidated financial statements.

Fiscal 1995 Compared to Fiscal 1994

      Overview. Revenues for the fiscal year ended September 29, 1995 were $5.6
billion, a 9% increase over fiscal 1994. Operating income of $277 million
increased 4% compared to the prior year. Revenues increased over the prior year
in all business segments and, with the exception of Health and Education, all
business segments posted year-over-year improvements in operating earnings.
Fiscal 1995 consolidated results were adversely impacted by the National Hockey
League strike and Major League Baseball situation in the United States and
Canada. The hockey strike, which ended in January 1995, resulted in a season
that was approximately half the normal schedule. The baseball strike, which
began in August 1994 and also adversely impacted fiscal 1994 results, ended in
April 1995 resulting in a shortened 1995 season. A decline in average attendance
from prior year was experienced after the resumption of the season. The baseball
situation is still unsettled and may impact fiscal 1996. Had the hockey strike
and baseball situation not occurred, management estimates that consolidated
operating income and income before extraordinary items would have been
approximately 5% and 8% higher in fiscal 1995, and 3% and 5% higher in fiscal
1994, respectively.

      The Company's operating income margin, excluding "other income" of $5.8
million in 1994, decreased to 4.9% from 5.1%. The decrease in margin is due
primarily to the impact of the baseball and hockey situation described above.

      Interest expense increased approximately $1.0 million or 1%, due primarily
to increased debt levels to finance acquisitions and increased interest rates,
largely offset by the impact of refinancing certain of the Company's
indebtedness. See notes 2 and 3 to the consolidated financial statements. Fiscal
1995 and 1994 net income include an extraordinary item for early extinguishment
of debt of $6.7 million and $7.7 million, respectively, as described in note 3
to the consolidated financial statements. Fiscal 1994 net income also included a
charge of $1.3 million related to the cumulative effect of adopting Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes. See note 6
to the consolidated financial statements.

                                       10
<PAGE>
      Segment Results. Food and Support Services segment revenues were 8%
higher than the prior year due to new accounts and increased volume at both U.S.
and international food businesses plus the impact of the current year
acquisition, partially offset by the effects of the hockey and baseball
situation (see notes 2 and 11 to the consolidated financial statements). Uniform
Services segment revenues increased 10% as a result of increased volume at both
the uniform rental and direct marketing businesses. Health and Education segment
revenues increased 10% as a result of new contracts at correctional institutions
and enrollment growth and pricing at Children's World. Revenue for the
Distributive segment increased 10% due primarily to the current year
acquisitions. See notes 2 and 11 to the consolidated financial statements.

      Operating income for the Food and Support Services segment increased 6%.
Increased earnings were due to revenue growth and improved margins in the
U.S. food business plus the current year acquisition. However, earnings were
adversely impacted by the hockey and baseball situation described above (see
note 11 to the consolidated financial statements). Fiscal 1994 operating income
for the Food and Support Services segment also included the $5.8 million gain on
the sale of stock of an affiliate. Uniform Services segment operating income
increased 7% as a result of revenue growth, reduced by higher merchandise and
other operating costs. Operating income for the Health and Education segment
decreased 23% from the prior year due primarily to higher operating costs and an
increase in insurance reserves in the healthcare services business (see note 11
to the consolidated financial statements), partially offset by revenue related
increases at Children's World. Distributive segment operating income increased
3%, with revenue related increases being partially offset by increased operating
expenses.

FINANCIAL CONDITION AND LIQUIDITY

      Cash flows generated from operating activities were $239 million. Debt
increased by $65 million from the prior year due primarily to the yearend 1996
acquisition, partially offset by the sale of a division (see note 2 to the
consolidated financial statements). The Company expects to continue to fund
capital expenditures, acquisitions and other liquidity needs from cash provided
by operating activities, normal disposals of property and equipment and
borrowings available under its credit facilities. As of September 27, 1996, the
Company has capital commitments of approximately $34 million related to several
long-term concession contracts at stadiums and arenas.

      During fiscal 1996 the Company amended its U.S. and Canadian credit
facilities and established a $125 million credit facility for its childcare
business (see note 4 to the consolidated financial statements). Currently, the
Company has approximately $430 million of unused committed credit availability
under the above credit facilities. Also, during fiscal 1996, the Company issued
a $125 million, 6.79% note which was used primarily to refinance the redemption
of its $80 million, 8.25% senior note (see note 3 to the consolidated financial
statements).

      During fiscal 1996, the Company redeemed its remaining outstanding
Series C Preferred Stock for $6.4 million in cash and the issuance of $8.6
million of its Class B Common Stock. The Company also repurchased $28 million of
its Class A Common Stock and $55 million of its Class B Common Stock, with $27
million of subordinated installment notes issued as partial consideration.
Additionally, the Company issued $14 million of Class B Common Stock to eligible
employees, primarily through the exercise of installment stock purchase
opportunities (see note 7 to the consolidated financial statements).


                                       11
<PAGE>


Item 8.     Financial Statements and Supplementary Data
-------     -------------------------------------------  

      See Index to Financial Statements and Schedules at page S-1.

Item 9.     Changes in and Disagreements with Accountants on Accounting and
-------     ---------------------------------------------------------------
            Financial Disclosure
            --------------------

      Not Applicable.

                                    PART III
                                    -------- 

      Items 10, 11, 12, and 13 of Part III are incorporated by reference to the
registrant's Proxy Statement for its 1996 Annual Stockholders' Meeting to be
filed with the Commission pursuant to Regulation 14A (except for the stock price
performance graph and the committee report on executive compensation in the
Company's Proxy Statement).

                                     PART IV
                                     -------
  
Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K
--------    ---------------------------------------------------------------

      (a)   Index to Financial Statements

            See Index to Financial Statements and Schedules at page S-1.

      (b)   Reports on Form 8-K

            None.

      (c)   Exhibits Required by Item 601 of Regulation S-K

            See Index to Exhibits.

      (d)   Financial Statement Schedules

            See Index to Financial Statements and Schedules at page S-1.

                                       12
<PAGE>


                                   SIGNATURES
                                   ----------

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                                      ARAMARK CORPORATION


                                                By: Alan J. Griffith
                                                    ----------------------------
                                                    Alan J. Griffith
                                                    Vice President, Controller
                                                    and Chief Accounting Officer

November 19, 1996

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on November 19, 1996.

Signature                                                Title
---------                                                -----

Joseph Neubauer                              Chairman and President and Director
--------------------------------             (Principal Executive Officer)
Joseph Neubauer

James E. Ksansnak                            Executive Vice President
--------------------------------             (Principal Financial Officer)
James E. Ksansnak

Alan J. Griffith                             Vice President, Controller
--------------------------------             and Chief Accounting Officer
Alan J. Griffith                             (Principal Accounting Officer)

Robert J. Callander
Alan K. Campbell
Ronald R. Davenport
Philip L. Defliese
Lee F. Driscoll, Jr.                                Directors
Mitchell S. Fromstein
Edward G. Jordan
Thomas H. Kean
Reynold C. MacDonald
James E. Preston


Martin W. Spector
--------------------------------
Martin W. Spector
Attorney-in-Fact

                                       13
<PAGE>

                      ARAMARK CORPORATION AND SUBSIDIARIES

                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES


                                                                  Page
                                                                  ----

Report of Independent Public Accountants                           S-2


Report of Chartered Accountants                                    S-3


Consolidated Balance Sheets:
  As of September 27, 1996 and September 29, 1995                  S-4


Consolidated Statements of Income:
  Fiscal Years 1996, 1995 and 1994                                 S-6


Consolidated Statements of Cash Flows:
  Fiscal Years 1996, 1995 and 1994                                 S-7


Consolidated Statements of Shareholders' Equity:
  Fiscal Years 1996, 1995 and 1994                                 S-8


Notes to Consolidated Financial Statements                         S-11


Consolidated Supporting Schedules Filed:


Schedule
 Number
 ------

  I    Condensed Financial Information of Registrant               S-25


  II   Valuation and Qualifying Accounts and Reserves              S-29




    All other schedules are omitted because they are not applicable, not
required, or the information required to be set forth therein is included in the
consolidated financial statements or in the notes thereto.

                                      S-1
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To ARAMARK Corporation:

We have audited the accompanying consolidated balance sheets of ARAMARK
Corporation (a Delaware corporation) and subsidiaries as of September 27, 1996
and September 29, 1995, and the related consolidated statements of income,
shareholders' equity and cash flows for each of the three fiscal years in the
period ended September 27, 1996. These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules based on our audits. We did not audit the financial
statements of Versa Services Ltd., the Company's Canadian subsidiary, prior to
fiscal 1995, which statements reflect revenues representing 5.6% of consolidated
revenues for fiscal year 1994. Those statements were audited by other auditors
whose report has been furnished to us and our opinion, insofar as it relates to
the amounts included for Versa Services Ltd. for fiscal year 1994, is based
solely on the report of the other auditors.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the report of other auditors provide a reasonable
basis for our opinion.

In our opinion, based on our audits and the report of other auditors for fiscal
1994, the financial statements referred to above present fairly, in all material
respects, the financial position of ARAMARK Corporation and subsidiaries as of
September 27, 1996 and September 29, 1995, and the results of their operations
and their cash flows for each of the three fiscal years in the period ended
September 27, 1996, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index to
financial statements are presented for purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to be set
forth therein in relation to the basic financial statements taken as a whole.

As discussed in Note 6 to the consolidated financial statements, ARAMARK
Corporation changed its method of accounting for income taxes in fiscal 1994.



                                              ARTHUR ANDERSEN LLP


Philadelphia, Pennsylvania
    November 11, 1996

                                      S-2
<PAGE>


                         REPORT OF CHARTERED ACCOUNTANTS



To The Directors of Versa Services Ltd.:


We have audited the consolidated balance sheet of Versa Services Ltd. as at
September 28, 1994 and the consolidated statements of income and retained
earnings and cash flows for the fifty-two week period then ended (not presented
separately herein). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material 
respects, the financial position of the company as at September 28, 1994, and 
the results of its operations and the changes in its financial position for the 
fifty-two week period then ended in accordance with accounting principles 
generally accepted in Canada.




Mississauga, Canada                                               ERNST & YOUNG
November 16, 1994                                         Chartered Accountants


                                      S-3
<PAGE>
                      ARAMARK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
September 27, 1996 and September 29, 1995

(dollars in thousands, except share amounts)

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                                          1996            1995
------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>       
ASSETS
Current Assets:
         Cash and cash equivalents                                                    $   25,283        $   23,082

         Receivables (less allowances:  1996, $16,351;
            1995, $15,996)                                                               576,447           503,835


         Inventories                                                                     316,043           312,818

         Prepayments and other current assets                                             67,977            70,675
------------------------------------------------------------------------------------------------------------------

           Total current assets                                                          985,750           910,410
------------------------------------------------------------------------------------------------------------------

Property and Equipment, at Cost:
         Land, buildings and improvements                                                445,086           419,522
         Service equipment and fixtures                                                1,137,387         1,047,559
         Leased property under capital leases                                             12,489            10,213
------------------------------------------------------------------------------------------------------------------
                                                                                       1,594,962         1,477,294

         Less-Accumulated depreciation                                                   770,327           705,082
------------------------------------------------------------------------------------------------------------------

                                                                                         824,635           772,212
------------------------------------------------------------------------------------------------------------------

Goodwill                                                                                 643,880           657,707
------------------------------------------------------------------------------------------------------------------
Other Assets (including $95 million invested
  in an acquisition made at yearend 1996)                                                376,505           302,987
------------------------------------------------------------------------------------------------------------------
                                                                                      $2,830,770        $2,643,316
==================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      S-4
<PAGE>



                      ARAMARK CORPORATION AND SUBSIDIARIES




<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                                          1996            1995
------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>            <C>       
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
         Current maturities of long-term borrowings                                  $    26,041     $     8,384
         Accounts payable                                                                496,040         448,518
         Accrued payroll and related expenses                                            163,151         157,106
         Other accrued expenses and current liabilities                                  278,609         257,752
----------------------------------------------------------------------------------------------------------------

              Total current liabilities                                                  963,841         871,760
----------------------------------------------------------------------------------------------------------------

Long-Term Borrowings:
         Senior                                                                        1,183,047       1,115,371
         Subordinated                                                                    161,189         165,414
         Obligations under capital leases                                                  3,670           2,370
----------------------------------------------------------------------------------------------------------------

                                                                                       1,347,906       1,283,155

         Less-current portion                                                             26,041           8,384
----------------------------------------------------------------------------------------------------------------

            Total long-term borrowings                                                 1,321,865       1,274,771
----------------------------------------------------------------------------------------------------------------

Deferred Income Taxes and Other Noncurrent Liabilities                                   230,249         225,441

Common Stock Subject to Potential Repurchase Under
  Provisions of Shareholders' Agreement                                                   18,614          19,060

Shareholders' Equity Excluding Common Stock
  Subject to Repurchase:
         Series C preferred stock, redemption value $1,000;
           authorized: 40,000 shares; issued: 1996 - 0 shares;
           1995 - 14,965 shares                                                               --          14,965
         Class A common stock, par value $.01; authorized:
           25,000,000 shares; issued: 1996 - 1,978,326 shares;
           1995 - 2,148,069 shares                                                            20              21
         Class B common stock, par value $.01; authorized:
           150,000,000 shares; issued: 1996 - 22,732,673 shares;
           1995 - 23,499,782 shares                                                          227             235
         Earnings retained for use in the business                                       309,437         247,805
         Cumulative translation adjustment                                                 5,131           8,318
         Impact of potential repurchase feature of common stock                          (18,614)        (19,060)
-----------------------------------------------------------------------------------------------------------------

               Total                                                                     296,201         252,284
----------------------------------------------------------------------------------------------------------------

                                                                                      $2,830,770      $2,643,316
----------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      S-5
<PAGE>



                      ARAMARK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
For the Fiscal Years Ended September 27, 1996, September 29, 1995
and September 30, 1994

(dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                         1996              1995          1994
----------------------------------------------------------------------------------------------------------------

<S>                                                                   <C>              <C>            <C>       
Revenues                                                              $6,122,500       $5,600,645     $5,161,578
----------------------------------------------------------------------------------------------------------------

Costs and Expenses:
         Cost of services provided                                     5,565,038        5,094,179      4,686,086
         Depreciation and amortization                                   182,785          156,869        143,763
         Selling and general corporate expense                            82,354           72,602         70,196
         Other expense (income), net                                      (2,850)              --         (5,792)
-----------------------------------------------------------------------------------------------------------------

                                                                       5,827,327        5,323,650      4,894,253
----------------------------------------------------------------------------------------------------------------

            Operating income                                             295,173          276,995        267,325

Gain on Issuance of Stock by an Affiliate                                     --               --          4,658
----------------------------------------------------------------------------------------------------------------

            Earnings before interest and income taxes                    295,173          276,995        271,983

Interest Expense, net                                                    116,014          109,418        108,499
----------------------------------------------------------------------------------------------------------------

            Income before income taxes                                   179,159          167,577        163,484

Provision For Income Taxes                                                66,931           67,388         67,119

Minority Interest                                                             --               --          1,332
----------------------------------------------------------------------------------------------------------------

Income Before Extraordinary Item and Cumulative
  Effect of Change in Accounting for Income Taxes                        112,228          100,189         95,033

Extraordinary Item Due to Early Extinguishments
   of Debt (net of income taxes of $1,839 in 1996,
   $4,458 in 1995 and $5,118 in 1994)                                      2,758            6,686          7,677

Cumulative Effect of Change in Accounting for
  Income Taxes                                                                --               --          1,277
----------------------------------------------------------------------------------------------------------------


Net Income                                                            $  109,470      $    93,503    $    86,079
================================================================================================================

Earnings Per Share:
         Income before extraordinary item and
           cumulative effect of change in
           accounting for income taxes                                     $2.37            $2.01          $1.87
         Net income                                                        $2.31            $1.88          $1.69
================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      S-6
<PAGE>





                      ARAMARK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Fiscal Years Ended September 27, 1996, September 29,1995
and September 30, 1994 (in thousands)
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                       1996               1995            1994
-----------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>               <C>              <C>    
Cash flows from operating activities:
   Net income                                                         $  109,470       $   93,503    $    86,079
   Adjustments to reconcile net income to net
     cash provided by operating activities:
         Depreciation and amortization                                   182,785          156,869        143,763
         Income taxes deferred                                           (27,604)           4,920         (2,174)
         Minority interest                                                    --               --          1,332
         Cumulative effect of accounting change                               --               --          1,277
         Gain on issuance of stock by affiliate                               --               --         (4,658)
         Extraordinary item                                                2,758            6,686          7,677
   Changes in noncash working capital:
         Receivables                                                     (62,239)         (25,162)       (40,557)
         Inventories                                                      (9,734)         (13,992)        (6,915)
         Prepayments                                                        (209)          13,244        (15,675)
         Accounts payable                                                 28,973           25,186         36,956
         Accrued expenses                                                 27,245           22,737         36,926
   Changes in other noncurrent liabilities                                  (461)          (6,525)        (1,368)
   Changes in other assets                                                (9,217)           4,020         (6,445)
   Other                                                                  (2,494)          (2,232)        (9,186)
-----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                239,273          279,254        227,032
-----------------------------------------------------------------------------------------------------------------


Cash flows from investing activities:
   Purchases of property and equipment                                  (190,896)        (193,470)      (145,935)
   Disposals of property and equipment                                    13,099           16,063         11,525
   Sale of investments                                                        --           16,203         13,543
   Divestiture of certain businesses                                      51,285            1,719          7,297
   Increase in short-term investments                                         --               --        (16,203)
   Purchase of subsidiary stock                                               --          (20,491)       (17,623)
   Acquisition of certain businesses:
         Working capital other than cash acquired                             (8)         (12,227)        (3,066)
         Property and equipment                                           (8,076)         (36,261)          (573)
         Additions to intangibles and other assets                      (104,679)        (306,067)        (6,734)
   Other                                                                  (8,362)          (2,268)         7,758
----------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                   (247,637)        (536,799)      (150,011)
-----------------------------------------------------------------------------------------------------------------

Cash flows from financing activities:
    Proceeds from additional long-term borrowings                        155,510          486,844        167,329
    Payment of long-term borrowings including premiums                   (95,510)        (209,742)      (210,511)
    Redemption of preferred stock                                         (6,359)          (1,984)       (17,647)
    Proceeds from issuance of common stock                                13,949            9,718         12,416
    Repurchase of common stock                                           (54,849)         (26,435)       (25,729)
    Payment of preferred stock dividend                                   (1,067)          (1,049)        (1,917)
    Other                                                                 (1,109)          (4,151)        (1,337)
-----------------------------------------------------------------------------------------------------------------
Net cash provided by/(used in) financing activities                       10,565          253,201        (77,396)
-----------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                           2,201           (4,344)          (375)
Cash and cash equivalents, beginning of year                              23,082           27,426         27,801
-----------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year                                $   25,283       $   23,082    $    27,426
=================================================================================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      S-7
<PAGE>

ARAMARK CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 1996
(in thousands)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                                    Impact of
                                                                                                                    Potential
                                           Series C    Class A      Class B                            Cumulative   Repurchase
                                           Preferred   Common       Common        Capital   Retained   Translation  Feature of
                                           Stock       Stock        Stock         Surplus   Earnings   Adjustment   Common Stock
                                           ----------  -----------  ---------     -------   --------   -----------  ------------
<S>                                          <C>         <C>          <C>        <C>        <C>          <C>          <C>      
Balance,  September 29, 1995                 $14,965     $21         $235        $     --   $247,805     $8,318       $(19,060)


Net income                                                                                   109,470

Dividends on preferred stock                                                                    (769)


Issuance of Class A common stock to
  employee benefit plans                                                            5,728


Issuance of Class B common stock                                       25          30,519


Retirement of common and preferred stock     (14,965)     (1)         (33)        (36,247)   (47,069)


Change during the period                                                                                 (3,187)           446
                                         -----------   -----      -------       ---------  ---------    -------     ----------


Balance,  September 27, 1996             $        --     $20         $227        $     --   $309,437    $ 5,131       $(18,614)
                                         ===========   =====      =======       =========   ========    =======       ========

</TABLE>



The accompanying notes are an integral part of these financial statements.

                                      S-8
<PAGE>


ARAMARK CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 29, 1995
(in thousands)


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------



                                                                                                                       Impact of
                                                                                                                       Potential
                                        Series C       Class A     Class B                              Cumulative     Repurchase
                                        Preferred      Common      Common      Capital      Retained    Translation    Feature of
                                        Stock          Stock       Stock       Surplus      Earnings    Adjustment     Common Stock
                                        -----------    ---------   ---------   -------      --------    ----------     ------------

<S>                                      <C>            <C>        <C>         <C>          <C>            <C>         <C>      
Balance, September 30, 1994              $16,949        $21        $243        $    -       $178,587       $7,550      $(20,791)


Net income                                                                                    93,503


Dividends on preferred stock                                                                  (1,046)


Issuance of Class A common stock to
   employee benefit plans                                                         6,576


Issuance of Class B common stock                                     31          20,637



Retirement of common and preferred stock  (1,984)                   (39)        (27,213)     (23,239)


Change during the period                                                                                      768         1,731
                                         -------         -----     -----       ---------    ---------      -------     ---------

Balance, September 29, 1995              $14,965         $ 21      $235        $   -        $247,805       $8,318      $(19,060)
                                         =======         =====     =====       =========    =========      =======     =========
</TABLE>





The accompanying notes are an integral part of these financial statements.

                                      S-9
<PAGE>


ARAMARK CORPORATION AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1994
(in thousands)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                        Impact of
                                                                                                                        Potential
                                            Series C    Class A      Class B                               Cumulative   Repurchase
                                            Preferred   Common       Common        Capital     Retained    Translation  Feature of
                                            Stock       Stock        Stock         Surplus     Earnings    Adjustment   Common Stock
                                            ---------   ----------   ---------     -------     --------    -----------  ------------

<S>                                         <C>           <C>         <C>         <C>          <C>           <C>        <C>      
Balance, October 1, 1993                    $34,596       $21         $243       $    --       $104,827      $6,037     $(21,651)


Net income                                                                                       86,079


Dividends on preferred stock                                                                     (1,337)


Issuance of Class A common stock to
  employee benefit plans                                    1                      8,881


Issuance of Class B common stock                                        25        18,910


Retirement of common and preferred stock    (17,647)       (1)         (25)      (27,791)       (10,982)


Change during the period                                                                                      1,513         860
                                            -------       ---         ----       ---------     --------      ------     -------

Balance, September 30, 1994                 $16,949       $21         $243       $    --       $178,587      $7,550     $(20,791)
                                            =======       ===         ====       =========     ========      ======     ======== 
                                                                                                                                
</TABLE>





The accompanying notes are an integral part of these financial statements.

                                      S-10
<PAGE>






ARAMARK CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

FISCAL YEAR

The Company's fiscal year is the fifty-two or fifty-three week period which ends
on the Friday nearest September 30th. The fiscal years ended September 27, 1996,
September 29, 1995 and September 30, 1994 are fifty-two week periods.

PRINCIPLES OF CONSOLIDATION, ETC.

The consolidated financial statements include the accounts of the Company and
all its subsidiaries. All significant intercompany balances and transactions
have been eliminated. Certain reclassifications were made to the prior year
financial statements to conform to the fiscal 1996 presentation.

In fiscal 1997, the Company is required to adopt the provisions of Statement of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The adoption
will not have a material impact on the consolidated financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CURRENCY TRANSLATION

Gains and losses resulting from the translation of financial statements of
non-U.S. subsidiaries are reflected as a currency translation adjustment in
shareholders' equity. Currency transaction gains and losses included in
operating results for fiscal 1996, 1995 and 1994 were not significant.

CURRENT ASSETS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

Inventories are valued at the lower of cost (principally the first-in, first-out
method) or market. The LIFO (last-in, first-out) method of determining cost is
used to value directly marketed work clothing and public safety clothing and
equipment. The stated value of inventories determined using the LIFO method is
not significantly different from replacement or current cost. Personalized work
apparel and linens in service are recorded at cost and are amortized over their
estimated useful lives, approximately two years. In accordance with industry
practice, magazines and books are sold to retailers with the right to return
unsold items for ultimate credit from the publishers.

The components of inventories are as follows:

                                                         1996              1995
--------------------------------------------------------------------------------
Food                                                     24.2%            23.4%
Work clothing, safety equipment and linens               59.4%            61.0%
Magazines and books                                       7.5%             8.0%
Parts, supplies and novelties                             8.9%             7.6% 
--------------------------------------------------------------------------------
                                                        100.0%           100.0%
--------------------------------------------------------------------------------

                                      S-11
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and are depreciated over their
estimated useful lives on a straight-line basis. Gains and losses on
dispositions are included in operating results. Maintenance and repairs are
charged to operations currently, and replacements and significant improvements
are capitalized. The estimated useful lives for the major categories of property
and equipment are 10 to 40 years for buildings and improvements and 3 to 10
years for service equipment and fixtures. Depreciation expense in fiscal 1996,
1995 and 1994 was $129.1 million, $116.4 million and $107.5 million,
respectively.

GOODWILL

Goodwill, which represents the excess of cost over fair value of the net assets
of acquired businesses, is being amortized on a straight-line basis principally
over 40 years. The Company develops operating income projections for each of its
lines of business and evaluates the recoverability and amortization period of
goodwill using these projections. Based upon management's current assessment,
the estimated remaining amortization period of goodwill is appropriate and the
remaining balance is fully recoverable. Accumulated amortization at September
27, 1996 and September 29, 1995 is $150.5 million and $130.2 million,
respectively.

OTHER ASSETS

Other assets consist primarily of investments in less than 50% owned entities,
contract rights, customer lists, and long-term receivables. Investments in which
the Company owns more than 20% but less than a majority are accounted for using
the equity method. Contract rights and customer lists are being amortized on a
straight-line basis over the expected period of benefit, 3 to 20 years. As
discussed in Note 2, at September 27, 1996, other assets includes approximately
$95 million related to the purchase price of an acquisition consummated at
yearend.

OTHER LIABILITIES

Other noncurrent liabilities consist primarily of deferred compensation,
insurance accruals, deferred gains arising from sale and leaseback transactions
and subordinated installment notes arising from repurchases of common stock.

The Company is self-insured for a limited portion of the risk retained under its
general liability and workers' compensation and malpractice insurance
arrangements. Self-insurance reserves are determined based on actuarial
analyses. The self-insurance reserves for workers' compensation insurance are
accrued on a present value basis using a discount rate which approximates a
risk-free rate.

EARNINGS PER SHARE

Earnings per share is reported on a fully diluted Common Stock, Class B
equivalent basis (which reflects Common Stock, Class A shares converted to a
Class B basis, ten for one) and is based upon the weighted average number of
common shares outstanding during the respective periods, plus the common
equivalent shares, if dilutive, that would result from the exercise of stock
options. Fully diluted earnings per share approximates primary earnings per
share and is equivalent to fully diluted earnings per share under the
"two-class" method.

                                      S-12
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

SUPPLEMENTAL CASH FLOW INFORMATION

                                     1996            1995            1994
                                     ----            ----            ----
                                                 (in millions)

      Interest Paid                 $108.1          $107.4           $108.2  
      Income Taxes Paid              $91.4           $53.5            $54.0

Significant noncash investing and financing activities are as follows:

o    During fiscal 1996, 1995 and 1994, the Company contributed $5.7 million,
     $6.6 million and $8.9 million, respectively, of Class A Common Stock to
     its employee benefit plans to fund previously accrued obligations. In
     addition, during fiscal 1996, 1995 and 1994, the Company contributed $1.7
     million, $1.8 million and $1.8 million, respectively, of stock units to its
     stock unit retirement plan in satisfaction of its accrued obligations. See
     Note 5.


o    During fiscal 1996, 1995 and 1994, the Company received $7.2 million, $9.4
     million and $4.0 million, respectively, of employee notes under its
     Deferred Payment program as partial consideration for the issuance of
     Common Stock Class B. Also, during fiscal 1996, 1995, and 1994, the Company
     issued subordinated installment notes of $26.8 million, $22.5 million and
     $13.2 million, respectively, as partial consideration for repurchases of
     Common Stock. See Note 7.

NOTE 2.  ACQUISITIONS AND DIVESTITURES, ETC.:

In the first quarter of fiscal 1996, the Company sold a division of its Uniform
Services business. The net selling price was approximately $51 million in cash
and resulted in a pre-tax gain of $37 million, which was offset by other charges
related to asset realization ($20 million) and insurance, legal and other
matters ($14 million) and is reflected as "Other expense (income)" in the
accompanying consolidated statements of income. The divested operations were not
material to the Company's consolidated revenues or operating income.

At fiscal 1996 yearend, the Company acquired a provider of uniform apparel
to the hospitality and healthcare markets for cash of approximately $95
million. The acquisition will be accounted for under the purchase method of
accounting. Due to the timing of the closing of the transaction, the cost of the
acquisition has been included in "Other Assets" until appraisals and other
valuations have been completed. The Company's pro forma results of operations
for fiscal 1996 and 1995 would not have been materially different assuming the
acquisition had occurred as of the beginning of the respective periods.

During fiscal 1995, the Company acquired a number of businesses: a provider of
food and support services to stadiums and arenas late in the first quarter; two
magazine and book distribution companies, one in the first quarter and one late
in the third quarter; a uniform rental business late in the fourth quarter; and
a direct marketer of public safety clothing and equipment late in the fourth
quarter; all for aggregate consideration of approximately $360 million in cash.
The acquisitions were accounted for under the purchase method of accounting and
the fiscal 1995 financial statements reflect the results of operations and cash
flows of the acquired companies from the dates of the acquisitions. Had these
acquisitions occurred as of the beginning of the fiscal period, pro forma
consolidated revenues and earnings before interest, taxes, depreciation and
amortization would have been approximately 4% and 6%, and 6% and 7% greater in
fiscal 1995 and 1994, respectively. Additionally, net income and earnings per
share would have been approximately 9% and 18% lower in fiscal 1995 and 1994,
respectively.

                                      S-13
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.  ACQUISITIONS AND DIVESTITURES, ETC.: (Continued)

Pro forma results are unaudited and are based on historical results, adjusted
for the impact of certain acquisition related adjustments, such as: increased
amortization of intangibles, increased interest expense on acquisition debt, and
the related income tax effects. Pro forma results do not reflect any synergies
that might be achieved from combined operations and therefore, in management's
opinion, are not indicative of what actual results would have been if the
acquisitions had occurred at the beginning of the respective periods. In
addition, they are not intended to be a projection of future results.

In the fourth quarter of fiscal 1994, the Company initiated a tender offer for
the 30% minority interest of its Canadian subsidiary. The transaction was
completed in fiscal 1995 for total cash consideration of approximately $38
million, of which $20.5 million was paid in fiscal 1995.

During the fourth quarter of fiscal 1994, an affiliate, 33% owned by the
Company, sold common stock through a public offering. The Company sold
approximately 9% of its equity investment in connection with the public
offering, received net proceeds of $6.9 million and recorded a gain of $5.8
million, which is included in "Other expense (income)." At the time a
subsidiary/affiliate sells its stock to third parties, the Company recognizes
the resultant change in its net investment in the subsidiary/affiliate through
the income statement in accordance with the Securities and Exchange Commission
Staff Accounting Bulletin No. 51 (SAB No. 51). In accordance with SAB No. 51,
the Company recognized a pre-tax gain of $4.7 million, and recorded a related
tax provision of $1.9 million, representing the increase in book value of the
Company's remaining investment created by the sale of the incremental new shares
in the public offering. The Company's percentage ownership of the affiliate
after the transaction is 28%.

NOTE 3.  EXTRAORDINARY ITEM:

The following have been reflected as extraordinary items in the consolidated
financial statements:

During fiscal 1996, the Company redeemed its $80 million 8-1/4% senior notes for
a premium. The debt extinguishment was financed through the issuance of a $125
million 6.79% senior note. Additionally, the Company replaced its credit
facility with a new $1 billion credit facility (see Note 4), writing off the
unamoritized balance of financing costs related to the old credit facility. The
resultant extraordinary charge on these transactions was $2.8 million or $0.06
per share.

During fiscal 1995, the Company redeemed its $125 million 12% subordinated
debentures and its $50 million 10.25% senior note for a premium. The debt
extinguishment was financed through the issuance of 8.15% and 8% senior notes
(see Note 4). The resultant extraordinary charge was $6.7 million or $0.13 per
share.

During fiscal 1994, the Company redeemed the remaining $182.3 million of its
12-1/2% subordinated debentures for a premium. The debt extinguishment was
financed through borrowings under the Company's revolving credit facility. The
resultant extraordinary charge was $7.7 million or $0.15 per share.

                                      S-14
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  BORROWINGS:

Long-term borrowings at September 27, 1996 and September 29, 1995 are summarized
in the following table:
<TABLE>
<CAPTION>

                                                                           1996               1995
                                                                           ----               ----
                                                                              (in thousands)
<S>                                                                     <C>                 <C>      
SENIOR:
Credit facility borrowings                                              $  596,400          $ 592,900
Canadian credit facility                                                    45,123             50,674
6.79% note, payable in installments through 2003                           125,000               -   
8% notes, due April 2002                                                   100,000            100,000
8.15% notes, due May 2005                                                  150,000            150,000
10-5/8% notes, due August 2000                                             100,000            100,000
8-1/4% notes, redeemed in 1996                                                -                80,000
Other                                                                       66,524             41,797
-----------------------------------------------------------------------------------------------------
                                                                         1,183,047          1,115,371
-----------------------------------------------------------------------------------------------------

SUBORDINATED:
8-1/2% subordinated notes, due June 2003                                   100,000            100,000
10% exchangeable debentures and notes, due August 2000                      58,849             59,299
Other                                                                        2,340              6,115
-----------------------------------------------------------------------------------------------------
                                                                           161,189            165,414
-----------------------------------------------------------------------------------------------------

OBLIGATIONS UNDER CAPITAL LEASES                                             3,670              2,370
-----------------------------------------------------------------------------------------------------
                                                                         1,347,906          1,283,155

Less-current portion                                                        26,041              8,384
-----------------------------------------------------------------------------------------------------

                                                                        $1,321,865         $1,274,771
=====================================================================================================
</TABLE>

The non-amortizing $1.0 billion revolving credit facility ("Credit Agreement")
is provided by a group of banks and matures in June 2001. Interest under the
Credit Agreement is based on the Prime Rate, LIBOR plus a spread of .15% to
 .625% (as of September 27, 1996 - .33%) or the Certificate of Deposit Rate plus
a spread of .25% to .725% (as of September 27, 1996 - .43%), at the option of
the Company. The Company pays a fee of .10% to .375% (as of September 27, 1996 -
 .17%) on the entire credit facility. The spread and fee margins are based on
certain financial ratios as defined.

The non-amortizing C$80 million Canadian revolving credit facility provides for
either U.S. dollar or Canadian dollar borrowings and matures in June 2001.
Interest on this facility is based on the Canadian Bankers Acceptance Rate, U.S.
Prime Rate, Canadian Prime Rate or LIBOR plus a spread of up to 5/8%, as
defined. As of September 27, 1996, all borrowings under this facility are
payable in Canadian dollars, with a weighted average interest rate of 4.6%. The
Company pays a fee of .17% on the entire credit facility.

The Company's Children's World Learning Centers, Inc. (CWLC) subsidiary also has
a $125 million revolving credit facility with a group of banks. The credit
facility matures in August 2003, with quarterly commitment reductions of $5
million starting in September 2001, which increase to $6.25 million starting
September 2002. Interest under the credit facility is based on the Prime Rate
plus a spread of 0% to 1/4% or LIBOR plus a spread of 1/2% to 1%, at the option
of CWLC. CWLC pays a fee of .2% to .375% (as of September 27, 1996 - 1/4%) on
the unborrowed portion of the credit facility. The spread and fee margins are
based on certain financial ratios as defined. As of September 27, 1996 there
were no borrowings outstanding under this credit facility.

                                      S-15
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4:  BORROWINGS: (Continued)

The 6.79% note is payable in $25 million annual installments beginning January
1999, with a final maturity of January 2003.

The 10-5/8% senior notes require a sinking fund payment of $50 million in August
1999 with a final maturity in August 2000.

The 8-1/2% subordinated notes may be redeemed at the Company's option, in whole
or in part, beginning June 1998 at a price equal to 104.25% of their principal
amount and thereafter at prices declining to par in 2002, together with accrued
interest.

The 10% subordinated exchangeable debentures and notes may be exchanged at any
time in whole or part, at the option of the holder, for 10-5/8% senior notes due
August 2000 at an exchange ratio of .93.

Accrued interest on borrowings totaling $24.3 million at September 27, 1996 and
$22.0 million at September 29, 1995 is included in current liabilities as "Other
accrued expenses."

The Company utilizes derivative financial instruments, such as interest rate
swap and forward exchange agreements to manage changes in market conditions
related to debt obligations and foreign currency exposures. At September 27,
1996 and September 29, 1995, the Company has $250 million and $175 million of
interest rate exchange agreements fixing the rate on a like amount of borrowings
under the Credit Agreement at an average effective rate of 6.2% and 6.3%,
respectively. As of September 27, 1996, interest rate exchange agreements remain
in effect for periods ranging from 9 to 34 months. All interest rate agreements
are accounted for as hedges and the related gains or losses are recognized in
income as a component of interest expense over the period being hedged. During
fiscal 1996, the Company entered into a $24 million foreign currency swap
agreement maturing in August 1998, which hedges the currency exposure of its net
investment in Spain. The counterparties to the above derivative agreements are
major international banks. The Company continually monitors its positions and
credit ratings of its counterparties, and does not anticipate nonperformance by
the counterparties.

The following summarizes the fair value of the Company's financial instruments
as of September 27, 1996 and September 29, 1995. The fair values were computed
using market quotes, if available, or based on discounted cash flows using
market interest rates as of the end of the respective periods.

<TABLE>
<CAPTION>

                                                         1996                              1995
                                            ------------------------------      -------------------------
                                             Carrying              Fair         Carrying            Fair
Asset/(Liability) in millions                Amount               Value         Amount              Value
-----------------------------                ------               -----         ------              -----
<S>                                         <C>               <C>               <C>              <C>       
Long-term debt                              $(1,347.9)        $(1,364.6)        $(1,283.2)       $(1,313.3)
Interest rate swap agreements                     -                 0.1               -                0.7
Foreign currency swap agreement                   0.4               0.1              (2.6)            (2.5)
</TABLE>

The Credit Agreement contains restrictive covenants which provide, among other
things, limitations on liens, dispositions of material assets and repurchases of
capital stock. The terms of the Credit Agreement also require that the Company
maintain certain specified minimum ratios of cash flow to fixed charges and to
total borrowings and certain minimum levels of net worth (as defined). At
September 27, 1996, the Company was in compliance with all of these covenants.

                                      S-16
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.  BORROWINGS:  (Continued)

Long-term borrowings maturing in the next five years, excluding capital lease
obligations, are as follows:
                                                           Amount
                                                        --------------
                                                        (in thousands)

                        1997                                $ 26,041
                        1998                                   4,061
                        1999                                  79,719
                        2000                                 142,487
                        2001                                 686,941

NOTE 5:  EMPLOYEE PENSION AND PROFIT SHARING PLANS:

In the United States, the Company maintains qualified contributory and
non-contributory retirement plans for eligible employees, with Company
contributions to the plans based on earnings performance or salary level.
Qualified non-contributory profit sharing plans are maintained by certain
businesses, with annual contributions determined by management. The Company has
a non-qualified stock unit retirement plan for certain employees. The total
expense of the above plans for fiscal 1996, 1995 and 1994 was $15.7 million,
$15.3 million and $14.5 million, respectively. During fiscal 1996, 1995 and
1994, the Company contributed 32,475 shares, 41,114 shares and 59,919 shares,
respectively, of Common Stock, Class A to these plans to partially fund
previously accrued obligations. In addition, during fiscal 1996, 1995 and 1994,
the Company contributed to the stock unit retirement plan 104,938 stock units,
120,700 stock units and 143,125 stock units, respectively, which are convertible
into Common Stock, Class B, in satisfaction of its accrued obligations. The
value of the stock units was credited to capital surplus. The Company
participates in various multi-employer union administered pension plans.
Contributions to these plans, which are primarily defined benefit plans, result
from contractual provisions of labor contracts and were $13.6 million, $13.1
million and $11.9 million for fiscal 1996, 1995 and 1994, respectively.

Additionally, the Company maintains several contributory and noncontributory
defined benefit pension plans, primarily in Canada and the United Kingdom. The
projected benefit obligation of these plans as of September 27, 1996, which is
fully funded, is $44.7 million. Pension expense related to these plans is not
material to the consolidated financial statements.

NOTE 6.  INCOME TAXES:

Effective October 2, 1993, the Company adopted SFAS No. 109, "Accounting for
Income Taxes." SFAS No. 109 requires deferred tax assets or liabilities to be
recognized for the estimated future tax effects of temporary differences between
the financial reporting and tax bases of the Company's assets and liabilities
based on the enacted tax law and statutory tax rates applicable to the periods
in which the temporary differences are expected to affect taxable income. The
cumulative effect of this change in accounting principle was a charge of $1.3
million, or $0.03 per share, in the first quarter of fiscal 1994. In June 1996
the Company settled certain prior years' tax returns.

                                      S-17
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  INCOME TAXES:  (Continued)

The components of income before income taxes by source of income are as follows:

                                           1996          1995          1994
------------------------------------------------------------------------------
                                                    (in thousands)

United States                             $172,572     $159,851      $143,052
Non-U.S.                                     6,587        7,726        20,432
-----------------------------------------------------------------------------
                                          $179,159     $167,577      $163,484
=============================================================================

Non-U.S. income before income taxes includes the gain on the sale of an
affiliate's stock in fiscal 1994 (see Note 2), and increased interest expense
subsequent to fiscal 1994 due to increased borrowing levels.

The provision for income taxes consists of:

                                            1996          1995         1994
--------------------------------------------------------------------------------
                                                      (in thousands)
Current:
  Federal                                 $73,919      $46,579       $51,935
  State and local                          17,335       12,064        11,827
  Non-U.S.                                  3,281        3,825         5,531
--------------------------------------------------------------------------------
                                           94,535       62,468        69,293
--------------------------------------------------------------------------------


Deferred:
  Federal                                 (23,210)       3,189       (1,516)
  State and local                          (5,379)         739         (351)
  Non-U.S.                                    985          992         (307)
--------------------------------------------------------------------------------
                                          (27,604)       4,920       (2,174)
--------------------------------------------------------------------------------
                                          $66,931      $67,388      $67,119
================================================================================

The provision for income taxes varies from the amount determined by applying the
United States Federal statutory rate to pre-tax income as a result of the
following:

                                               1996          1995         1994
--------------------------------------------------------------------------------
                                                     (% of pre-tax income)

United States statutory income tax rate         35.0%         35.0%        35.0%
Increase (decrease) in taxes, resulting from:
  State income taxes, net of Federal tax
    benefit                                      4.3           4.7          4.6
  Permanent book/tax differences, primarily
    resulting from purchase accounting           2.1           1.7          3.0
  Favorable impact of June 1996 tax settlement  (2.8)          -            -
  Tax credits and other                         (1.2)         (1.2)        (1.6)
--------------------------------------------------------------------------------
Effective income tax rate                       37.4%         40.2%        41.0%
================================================================================

As of September 27, 1996 and September 29, 1995, the components of deferred 
taxes are as follows (in thousands):

                                                   1996                1995
                                                 --------            --------
Deferred tax liabilities:
         Property and equipment                  $ 61,095            $ 65,901
         Inventory                                  5,549              10,451
         Investments                               12,813              12,406 
         Other                                     10,837              14,053
                                                 --------            --------
              Gross deferred tax liability         90,294             102,811
                                                 --------            --------

                                      S-18
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.  INCOME TAXES: (Continued)

                                                          1996           1995
                                                       ---------       --------
Deferred tax assets:
         Insurance                                     $ 26,455        $23,579 
         Employee compensation and benefits              34,889         34,693
         Accruals and allowances                         30,638         27,530
         Intangibles                                      3,415          6,534 
         Other                                            8,709          3,223
         Valuation allowance                               (815)        (1,240)
                                                       --------        -------
            Net deferred tax asset                      103,291         94,319
                                                       --------        -------
                                                    
            Net deferred tax liability/(asset)         $(12,997)       $ 8,492
                                                       ========        =======

NOTE 7.  CAPITAL STOCK:

There are two classes of common stock authorized and outstanding, Common Stock,
Class A and Common Stock, Class B. Each Class A and Class B Share is entitled to
one vote on all matters submitted to shareholders, voting together as a single
class except where otherwise required by law. Each Class A Share is entitled to
ten times the dividends and other distributions payable on each Class B Share.
Class B Shares may be held only by employees, directors and their family
members, and upon termination of employment each Class B Share is automatically
converted into 1/10 of a Class A Share.

During fiscal 1996, the Company redeemed, at par, all its outstanding Series C
Preferred Stock for $6.4 million in cash and the issuance of $8.6 million of
Common Stock, Class B. During fiscal 1995 and 1994 the Company repurchased 1,984
and 17,647 preferred shares for $2.0 million and $17.6 million, respectively.

As of September 27, 1996, the Company's stock option plans provided for the
issuance of up to 44,861,642 options to purchase shares of Common Stock, Class
B. The Company granted installment stock purchase opportunities under its stock
ownership program in fiscal 1996, 1995 and 1994 which provide for the purchase
of shares of Common Stock, Class B. Installment stock purchase opportunities are
exercisable in six annual installments with the exercise price of each purchase
opportunity equal to the current fair market value at the time the purchase
opportunity is granted. The Company has a program to grant non-qualified stock
options to additional qualified employees on an annual basis. Under the program,
options vest after three years and may be exercised for a period of three years
after vesting. The exercise price of each option is equal to the current fair
market value at the date of grant. In fiscal 1995 and 1996, the Company granted
cumulative installment stock purchase opportunities under its existing stock
ownership program which are similar to the installment stock purchase
opportunities discussed above, however, any purchase opportunities not exercised
during an installment period may be carried forward to subsequent installment
periods. The Company has a Deferred Payment Program which enables holders of
non-qualified stock options and installment purchase opportunities to defer a
portion of the total amount required to exercise the options. Interest currently
accrues on deferred payments at 8.25% compounded annually and is payable when
the deferred payments are due. At September 27, 1996 and September 29, 1995 the
receivables from individuals under the Deferred Payment Program were $19.0
million and $17.5 million, respectively, which are reflected as a reduction of
Shareholders' Equity. The Company holds as collateral all shares purchased in
which any portion of the purchase price is financed under the Deferred Payment
Program until the deferred payment is received from the individual by the
Company. Status of the options, including installment stock purchase
opportunities, under the various ownership programs follows:
<TABLE>
<CAPTION>

                                                 Number of Shares                          Average Option Price
                                      ----------------------------------------        -----------------------------
                                          1996          1995           1994             1996       1995       1994
                                      ----------  -------------  -------------         ------     ------     ------
<S>                                     <C>            <C>          <C>                <C>        <C>        <C>   
Options granted                         4,133,100      4,409,920    4,314,635          $14.75     $13.11     $11.19
Options exercised                       1,938,142      3,084,830    2,588,030           $8.83      $6.17      $6.33
Options outstanding                    10,367,984     10,107,199   10,383,764          $12.17     $10.47      $8.05
</TABLE>

                                      S-19
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7.  CAPITAL STOCK: (Continued)

At September 27, 1996, 539,720 of the outstanding option shares were exercisable
at an average option price of $3.72. The Company has reserved 11,117,149 shares
of Common Stock, Class B at September 27, 1996 for issuance of stock pursuant to
its employee ownership and benefit programs.

The Company and its shareholders are parties to an Amended and Restated
Shareholders' Agreement. Pursuant to this agreement, holders of common stock who
are individuals, upon their death, complete disability or normal retirement, may
cause the Company to repurchase up to 30% of their shares for cash at the then
appraised value, but only to the extent such repurchase by the Company is
permitted under the Credit Agreement. Under this Credit Agreement restriction,
repurchases of capital stock cannot exceed an aggregate limit, which amount was
$18.6 million at September 27, 1996 and $19.1 million at September 29, 1995.
Pursuant to interpretations of its rules related to "Redeemable Preferred
Stock," the Securities and Exchange Commission has requested that these amounts
representing the Company's potential repurchase of its Common Stock be presented
as a separate item and accordingly, the Company's Shareholders' Equity reflects
this reclassification in the consolidated financial statements. Also, the
Shareholders' Agreement provides that the Company may, at its option, repurchase
shares from individuals who are no longer employees. Such repurchased shares may
be resold to others including replacement personnel at prices equal to or
greater than the repurchase price. Generally, payment for shares repurchased can
be, at the Company's option, in cash or subordinated installment notes, which
are subordinated to all other indebtedness of the Company. Interest on these
notes is payable semi-annually and principal payments are made annually over
varying periods not to exceed ten years. The noncurrent portion of these notes
($49.2 million as of September 27, 1996 and $36.8 million as of September 29,
1995) is included in the consolidated balance sheets as "Other Noncurrent
Liabilities" and the current portion of these notes ($13.4 million as of
September 27, 1996 and $11.3 million as of September 29, 1995) is included in
the consolidated balance sheets as "Accounts Payable."

NOTE 8.  COMMITMENTS AND CONTINGENCIES:
--------------------------------------------------------------------------------
                                                       1996              1995 
--------------------------------------------------------------------------------
                                                          (in thousands)
Facilities under capital leases                       $12,489          $10,213
Less-accumulated amortization                           9,269            8,211
--------------------------------------------------------------------------------
                                                      $ 3,220          $ 2,002
================================================================================

Rental expense for all operating leases was $128.6 million, $124.2 million and
$121.2 million for fiscal 1996, 1995 and 1994, respectively.

Following is a schedule of the future minimum rental commitments under all
noncancelable leases as of September 27, 1996:

Fiscal Year                                  Operating              Capital
--------------------------------------------------------------------------------
                                                      (in thousands)

    1997                                     $128,812                $1,220
    1998                                       73,228                 1,088 
    1999                                       66,948                   837
    2000                                       60,500                   691
    2001                                       54,393                   255
    Subsequent years                          151,346                   244
---------------------------------------------------------------------------
Total minimum rental obligations             $535,227                 4,335
=====================================================
Less-amount representing interest                                       665
---------------------------------------------------------------------------

Present value of capital leases                                       3,670
Less-current portion                                                    796
---------------------------------------------------------------------------
Noncurrent obligations under capital leases                          $2,874
===========================================================================

                                      S-20
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.  COMMITMENTS AND CONTINGENCIES: (Continued)

The Company has capital commitments of approximately $34 million at September
27, 1996 in connection with several long-term concession contracts at stadiums
and arenas. The Company is party to certain claims and litigation arising in the
ordinary course of business. The Company believes it has meritorious defenses to
these claims and is of the opinion that adequate reserves have been provided for
the ultimate resolution of these matters.

NOTE 9.  ARAMARK SERVICES, INC. AND SUBSIDIARIES:

The following financial information has been summarized from the separate
consolidated financial statements of ARAMARK Services, Inc. (a wholly owned
subsidiary of ARAMARK Corporation) and the subsidiaries which it currently owns.
ARAMARK Services, Inc. is the borrower under the Credit Agreement and certain
other senior debt described in Note 4 and incurs the interest expense
thereunder. This interest expense is only partially allocated to all of the
other subsidiaries of ARAMARK Corporation.

                                        1996            1995             1994
                                   -------------    ------------      ----------
                                                    (in thousands)

      Revenues                      $3,200,388         $2,975,397     $2,763,098
      Cost of services provided      3,024,136          2,808,554      2,594,291
      Net income                        15,503             14,749         18,677

                                         1996            1995
                                    ------------    -------------
                                          (in thousands)

      Current assets                $  395,243         $  366,370   
      Noncurrent assets              1,630,023          1,545,474
      Current liabilities              495,147            435,289       
      Noncurrent liabilities         1,419,648          1,377,799

                                      S-21
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. QUARTERLY RESULTS (Unaudited):

The following table summarizes quarterly financial data for
fiscal 1996 and 1995:

<TABLE>
<CAPTION>

                                                             Fiscal Quarter
                                         -------------------------------------------------------
1996                                        First          Second         Third          Fourth         Year
----------------------------------------------------------------------------------------------------------------
                                                    (in thousands, except earnings per share)
<S>                                        <C>            <C>            <C>            <C>            <C>      
Revenues                                  $1,549,374     $1,464,626     $1,546,296     $1,562,204     $6,122,500
Cost of services provided                  1,413,632      1,343,275      1,407,732      1,400,399      5,565,038
Income before extraordinary item              24,989         15,299         29,805         42,135        112,228
Extraordinary item (1)                            --          1,589          1,169             --          2,758
Net income                                    24,989         13,710         28,636         42,135        109,470
Earnings per share:
  Income before extraordinary item              $.52           $.32           $.64           $.92          $2.37
  Net income                                    $.52           $.28           $.61           $.92          $2.31


                                                              Fiscal Quarter
                                         -------------------------------------------------------
1995                                       First(2)        Second        Third(3)        Fourth         Year
----------------------------------------------------------------------------------------------------------------
                                                    (in thousands, except earnings per share)

Revenues                                  $1,380,516     $1,364,518     $1,423,824     $1,431,787     $5,600,645
Cost of services provided                  1,264,665      1,255,607      1,290,258      1,283,649      5,094,179
Income before extraordinary item              20,753         13,350         28,057         38,029        100,189
Extraordinary item (1)                            --             --          6,686             --          6,686
Net income                                    20,753         13,350         21,371         38,029         93,503
Earnings per share:
  Income before extraordinary item              $.42           $.26           $.56           $.77          $2.01
  Net income                                    $.42           $.26           $.43           $.77          $1.88
</TABLE>

(1)  See Note 3.
(2)  Fiscal 1995 first quarter results were adversely impacted by the National
     Hockey League strike (see Note 11).
(3)  Fiscal 1995 third quarter results were adversely impacted by the Major
     League Baseball strike (see Note 11).

In the first and second fiscal quarters, within the Food and Support Services
segment there is a lower level of activity at the higher margin leisure and
recreational food service operations which is partly offset by increased
activity in the educational market. In addition, there is a seasonal increase in
volume of directly marketed work clothing during the first quarter. Whereas in
the third and fourth fiscal quarters, there is a significant increase at leisure
and recreational accounts which is partially offset by the effect of summer
closings in the educational market.

                                      S-22
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. BUSINESS SEGMENTS:

The Company provides or manages services in the following business segments:

Food and Support Services - Food, refreshment, specialized dietary and support
services, including maintenance and housekeeping, provided to business,
educational, governmental and medical institutions and in recreational and other
facilities serving the general public. Fiscal 1994 operating income includes a
$5.8 million gain on the sale of stock of an affiliate as described in Note 2.
The 1995 and 1994 segment operating results were adversely impacted by the Major
League Baseball strike in the U.S. and Canada. Additionally, the fiscal 1995
segment operating results were adversely impacted by the National Hockey League
strike in the U.S. and Canada and a decrease in average attendance at Major
League Baseball games subsequent to the resumption of the season in April 1995.
Had the hockey strike and baseball situation not occurred, it is estimated that
segment reported results for revenues and operating income would have been
approximately 2% and 10% greater in fiscal 1995, and 2% and 6% greater in fiscal
1994, respectively. Also, total Company operating income and income before
extraordinary items would have been approximately 5% and 8% higher in fiscal
1995, and 3% and 5% higher in fiscal 1994, respectively.

Uniform Services - Rental of personalized work apparel and linens for business
and institutions on a contract basis and the direct marketing of work clothing,
safety equipment and accessories. Fiscal 1996 operating income includes the $37
million gain on the sale of a division and charges of $5 million related to
changes in estimates regarding asset realization and environmental matters (see
Note 2); excluding the impact of these items as well as the impact of the
operating results of the 1996 divestiture the increase in segment operating
income was approximately 16%. The impact on revenues was not material. The
acquisition for $95 million consummated in the fourth quarter of fiscal 1996
discussed in Note 2 is included in the identifiable asset disclosure in fiscal
1996.

Health and Education - General management of child care centers, and specialized
services to emergency rooms, and other hospital specialties, and medical
services to correctional institutions. Fiscal 1996 operating income includes
additional charges of approximately $13 million for insurance claims and real
estate exposures (see Note 2). Fiscal 1995 segment operating income is lower
than 1994 primarily due to an increase in insurance reserves, reflecting a
refinement in the claims estimation methodology.

Distributive - Wholesale distribution of magazines and other published materials
to retail locations patronized by the general public. In fiscal 1996, the
Distributive Segment operating results were severely impacted by higher
operating costs related to servicing new customers and reduced margins resulting
from increased competition and consolidation in the magazine wholesale
distribution industry.

Revenues by segment are substantially comprised of services to unaffiliated
customers and clients. Operating income reflects expenses directly related to
individual segments plus an allocation of expenses applicable to more than one
segment. General corporate expenses include expenses not specifically
identifiable with an individual segment. The increase in fiscal 1996 General
Corporate expenses is due primarily to reserves established for asset
realization, legal and other matters (see Note 2). Direct selling expenses are
approximately 1% of revenues for fiscal 1996, 1995 and 1994. Corporate assets
consist principally of goodwill not allocable to any individual segment and
other noncurrent assets.

                                      S-23
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11.  BUSINESS SEGMENTS:  (Continued)
<TABLE>
<CAPTION>


                                            Revenues                                 Operating Income
                             ---------------------------------------     --------------------------------------
                                1996          1995           1994           1996           1995            1994
                             ----------    ----------     ----------     ----------     ----------      -------
                                                                    (in millions)
<S>                           <C>            <C>            <C>              <C>          <C>             <C>   
Food and Support
   Services                    $3,816.0      $3,521.2       $3,274.3          $174.2      $146.4          $138.4
Uniform Services                1,049.2         893.4          810.5           144.2       102.6            96.0
Health and Education              781.0         742.9          673.3            28.1        28.5            37.2
Distributive                      476.3         443.1          403.5            (5.6)       27.4            26.5              
                              ---------      --------       --------           -----       -----           -----
Total                          $6,122.5      $5,600.6       $5,161.6           340.9       304.9           298.1
                              =========      ========       ========                                             

General Corporate and Other Expenses                                           (45.7)      (27.9)         (30.8)
                                                                               -----       -----           ----
Operating Income                                                               295.2       277.0           267.3
Gain on Issuance of Stock by an Affiliate                                         -          -               4.7
Interest Expense, net                                                         (116.0)     (109.4)         (108.5)
                                                                             -------     --------         -------
Income Before Income Taxes, Minority Interest,
   Extraordinary Item, and Accounting Change                                  $179.2      $167.6          $163.5
                                                                              ======      ======          ======
</TABLE>

<TABLE>
<CAPTION>


                                           Depreciation                                   Capital
                                        and Amortization                                Expenditures
                                 ---------------------------------            ----------------------------------
                                  1996        1995           1994              1996        1995             1994
                                 ------      ------         ------            ------      ------           -----
                                                                     (in millions)
<S>                              <C>          <C>            <C>              <C>           <C>          <C>       
Food and Support
  Services                       $ 96.5       $  89.7        $  85.5          $ 99.5        $128.2       $  83.2   
Uniform Services                   52.2          40.7           36.3            54.7          66.7          39.9
Health and Education               19.6          18.2           16.5            39.2          26.6          18.4
Distributive                        8.3           3.5            2.3             4.6           3.9           2.0
                                 ------       -------        -------          ------        ------       -------
                                  176.6         152.1          140.6           198.0         225.4         143.5

Corporate                           6.2           4.8            3.2             1.0           4.3           3.0
                                 ------       -------        -------          ------        ------       -------
                                 $182.8        $156.9        $ 143.8          $199.0        $229.7       $ 146.5
                                 ======       =======        =======          ======        ======       =======

                                        Identifiable Assets
                              -----------------------------------------

                                 1996           1995             1994
                              ---------      ----------        --------
                                           (in millions)
Food and Support
  Services                     $1,286.4        $1,264.5        $1,085.7
Uniform Services                  986.8           891.2           608.7
Health and Education              308.3           272.0           280.2
Distributive                      174.1           131.5            74.2
                               --------        --------        --------
                                2,755.6         2,559.2         2,048.8

Corporate                          75.2            84.1            73.2
                               --------        --------        --------

                               $2,830.8        $2,643.3        $2,122.0
                               ========        ========        ========
</TABLE>

Most services are provided in the United States, with operations also being
conducted in Belgium, Canada, the Czech Republic, Germany, Hungary, Japan,
Korea, Mexico, Spain and the United Kingdom. The Company's non-U.S. operations
for each year contributed approximately 15% of total revenues and 8% of total
operating income, and identifiable assets for these operations were
approximately 10% of the total.

                                      S-24
<PAGE>


                      ARAMARK CORPORATION AND SUBSIDIARIES
           SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

                               ARAMARK CORPORATION
                                 BALANCE SHEETS
                    SEPTEMBER 27, 1996 AND SEPTEMBER 29, 1995
                                 (in thousands)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                              1996                1995
                                                                           ----------           ---------
<S>                                                                      <C>                                
Current Assets:
         Receivables                                                       $   1,946            $   1,261
         Inventories                                                             289                  292              
         Prepayments                                                           1,817                1,560
                                                                           ---------             --------
                  Total current assets                                         4,052                3,113
                                                                           ---------             --------
Property & Equipment, net                                                     10,819               11,924

Investment in Subsidiaries                                                   838,439              732,156

Notes Receivable from ARAMARK Services, Inc.                                 100,000              100,000

Other Assets                                                                   2,126               10,245
                                                                           ---------             --------
                                                                           $ 955,436             $857,438
                                                                           =========             ========

                                        LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
         Accounts payable                                                  $  17,013             $ 12,546 
         Accrued expenses                                                     17,289               13,901
                                                                           ---------             --------
                  Total current liabilities                                   34,302               26,447
                                                                           ---------             --------

Long-Term Borrowings                                                         161,189              165,414

Other Noncurrent Liabilities                                                  63,172               54,936

Payable to Subsidiaries                                                      381,958              339,297

Common Stock Subject to Potential Repurchase Under
  Provisions of Shareholders' Agreement                                       18,614               19,060

Shareholders' Equity Excluding Common Stock
  Subject to Repurchase:
         Series C preferred stock, redemption value $1,000                        --               14,965               
         Class A common stock, par value $.01                                     20                   21
         Class B common stock, par value $.01                                    227                  235
         Earnings retained for use in the business                           309,437              247,805
         Cumulative translation adjustment                                     5,131                8,318
         Impact of potential repurchase feature of
            common stock                                                     (18,614)             (19,060)
                                                                           ---------             --------
                  Total                                                      296,201              252,284
                                                                           ---------             --------
                                                                           $ 955,436             $857,438
                                                                           =========             ========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      S-25
<PAGE>


                      ARAMARK CORPORATION AND SUBSIDIARIES
     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                               ARAMARK CORPORATION
                              STATEMENTS OF INCOME
                 FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 1996,
                   SEPTEMBER 29, 1995 AND SEPTEMBER 30, 1994
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                    1996             1995             1994
                                                                 ----------       ----------        --------
<S>                                                              <C>               <C>              <C>    
Equity in Net Income of Subsidiaries                             $109,470          $ 93,503          $86,079
                                                                 --------          --------          -------

Management Fee Income                                              49,677            56,360           67,571
                                                                 --------          --------          -------
General and Administrative Expenses                                39,425            39,322           45,808
                                                                 --------          --------          -------

Interest (Income) Expense -

             Intercompany interest income                          (8,477)          (16,532)         (38,778)

             Interest expense                                      18,729            25,916           47,746
                                                                 --------          --------          -------

Interest Expense, net                                              10,252             9,384            8,968
                                                                 --------          --------          -------
             Income before income taxes                           109,470           101,157           98,874

Provision for Income Taxes                                             --             3,062            5,118
                                                                 --------          --------          -------

Income Before Extraordinary Item                                  109,470            98,095           93,756

Extraordinary Item Due to Early Extinguishments
  of Debt (net of income taxes  $3,062 in 1995 and
  $5,118 in 1994)                                                      --             4,592            7,677
                                                                 --------          --------          -------

             Net income                                          $109,470          $ 93,503          $86,079
                                                                 ========          ========          =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      S-26
<PAGE>



                      ARAMARK CORPORATION AND SUBSIDIARIES

     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                               ARAMARK CORPORATION
                            STATEMENTS OF CASH FLOWS
                 FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 1996,
                   SEPTEMBER 29, 1995 AND SEPTEMBER 30, 1994
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                          1996            1995             1994
                                                                       ----------      ----------       ---------
<S>                                                                    <C>            <C>               <C>
Cash flows from operating activities:
      Net income                                                       $ 109,470        $  93,503        $ 86,079           
      Equity in net income of subsidiaries                              (109,470)         (93,503)        (86,079)
      Extraordinary item                                                      --            4,592           7,677 
      Other, primarily noncash working capital                               445          (22,264)         (8,408)
                                                                       ---------        ---------        --------

Net cash provided by (used in) operating activities                          445          (17,672)           (731)
                                                                       ---------        ---------        --------

Cash flows from investing activities:
      Purchases of property and equipment                                   (968)          (4,258)         (3,023)
      Other                                                                3,474              119           2,072
                                                                       ---------        ---------        --------
Net cash provided by (used in) investing activities                        2,506           (4,139)           (951)
                                                                       ---------        ---------        --------

Cash flows from financing activities:
      Payment of long-term borrowings including
         premiums                                                         (4,225)        (131,250)       (194,694)
      Change in notes receivable from
         ARAMARK Services, Inc.                                               --          125,000         175,000
      Change in intercompany payable to
         subsidiaries                                                     49,600           47,811          54,253           
      Redemption of preferred stock                                       (6,359)          (1,984)        (17,647)
      Proceeds from issuance of common stock                              13,949            9,718          12,416
      Repurchase of common stock                                         (54,849)         (26,435)        (25,729)
      Payment of preferred stock dividend                                 (1,067)          (1,049)         (1,917)
                                                                       ---------        ----------       --------
  
Net cash provided by (used in) financing activities                       (2,951)          21,811           1,682
                                                                       ---------        ----------       --------

Change in cash                                                         $      --        $      --       $     --
                                                                       =========        ==========      =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      S-27
<PAGE>


                      ARAMARK CORPORATION AND SUBSIDIARIES
     SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT (Continued)

                               ARAMARK CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 1.

             These statements should be read in conjunction with the Company's
consolidated financial statements and notes thereto beginning on page S-4.

             Property and equipment are stated at cost and are depreciated over
their estimated useful lives on a straight-line basis.

             Other noncurrent liabilities consist primarily of deferred
compensation and subordinated installment notes arising from repurchases of
common stock.




Note 2.

             The Company has guaranteed certain obligations of ARAMARK Services,
Inc., its wholly-owned subsidiary, primarily those incurred pursuant to the
Credit Agreement borrowings. See Note 4 to the Company's consolidated financial
statements. Total guarantees were $1.2 billion on September 27, 1996.

                                      S-28
<PAGE>



                      ARAMARK CORPORATION AND SUBSIDIARIES

          SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                 FOR THE FISCAL YEARS ENDED SEPTEMBER 27, 1996,
                    SEPTEMBER 29, 1995 AND SEPTEMBER 30, 1994

<TABLE>
<CAPTION>

                                                                     Additions                    Reductions
                                                          --------------------------    ------------------------------
                                            Balance,      Acquisition                   Divestiture   Deductions         Balance,
                                         Beginning of         of         Charged to         of           from             End of
Description                               Fiscal Year     Businesses       Income       Businesses     Reserves  (1)   Fiscal Year
-----------                              ------------     -----------    ----------     ----------    ----------       -----------
                                         - - - - - - - - - - - - - - - - - - (in  thousands) - - - - - - - - - -  - - - - - - - - -

<S>                                       <C>                <C>            <C>          <C>             <C>             <C>    
Fiscal Year 1996

Reserve for doubtful accounts,
advances & current notes receivable       $15,996            $209           $6,875       $   -           $6,729          $16,351
                                          =======            ====           ======       ==========      ======          =======




Fiscal Year 1995

Reserve for doubtful accounts,
advances & current notes receivable       $12,423          $3,828           $6,357       $   -           $6,612           $15,996
                                          =======          ======           ======       ==========      ======           =======



Fiscal Year 1994

Reserve for doubtful accounts,
advances & current notes receivable       $10,242          $1,288           $6,141        $    -         $5,248           $12,423
                                          =======          ======           ======        =========      ======           =======

</TABLE>



(1)   Allowances granted and amounts determined not to be collectible.

                                      S-29
<PAGE>

                                INDEX TO EXHIBITS

 3.1         Restated Certificate of Incorporation is incorporated by reference
             to the Company's quarterly report on Form 10-Q for the fiscal
             quarter ended December 29, 1995.

 3.2         Corporate By-laws, as amended, are incorporated by reference to the
             Company's Registration Statement on Form S-8 (No. 33-14365).

 4.1         Amended and Restated Stockholders' Agreement.*

 4.2         Amended and Restated Registration Rights Agreement is
             incorporated by reference to the Company's quarterly
             report on Form 10-Q for the fiscal quarter ended April 1,
             1988.


             Long-term debt instruments authorizing debt which does not
             exceed 10% of the total consolidated assets of the Company
             are not filed herewithin but will be furnished on request
             of the Commission.

10.1         Restated Employment Agreement dated November 13, 1991 with
             Joseph Neubauer is incorporated by reference to the
             Company's Annual Report on Form 10-K for the fiscal year
             ended September 27, 1991.

10.2         Agreement relating to employment and post-employment competition
             dated October 1, 1991 with Julian L. Carr, Jr., *

10.3         Agreement relating to employment and post-employment
             competition dated May 6, 1986 with James E. Ksansnak is
             incorporated by reference to the Company's Annual Report
             on Form 10-K for the fiscal year ended September 29, 1989.

10.4         Agreement relating to employment and post-employment
             competition dated October 4, 1991 with William Leonard is
             incorporated by reference to the Company's Annual Report
             on Form 10-K for the fiscal year ended October 1, 1993.

10.5         Agreement relating to employment and post-employment
             competition dated December 19, 1983 with Martin W. Spector
             is incorporated by reference to the Company's Annual
             Report on Form 10-K for the fiscal year ended September
             29, 1989.

10.6         Agreement relating to employment and post-employment competition
             dated June 7, 1993 with L. Frederick Sutherland.

10.7         Agreement relating to employment and post-employment competition
             dated July 1, 1996 with Barbara A. Austell.

10.8         Credit and Guaranty Agreement dated as of May 29, 1996.

11           Computation of Earnings Per Share.

12           Ratio of Earnings to Fixed Charges.

21           Subsidiaries of Registrant.

23.1         Consent of Arthur Andersen LLP,  Independent Public Accountants.

23.2         Consent of Ernst & Young, Chartered Accountants.

24           Powers of Attorney.

27           Financial Data Schedule.

*Incorporated by reference to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994.