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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 5 - Final Amendment)
and
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Barefoot Inc.
(Name of Subject Company)
ServiceMaster Limited Partnership
(Bidder)
Common Stock, $.01 par value
(Title of Class of Securities)
067512103
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(CUSIP Number of Class of Securities)
Vernon T. Squires
Senior Vice President and General Counsel
One ServiceMaster Way
Downers Grove, Illinois 60515-9869
Telephone: (630) 271-1300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
Copies to:
Robert H. Kinderman
Kirkland & Ellis
200 E. Randolph Drive
Chicago, Illinois 60601
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CUSIP NO. 067512103 SCHEDULE 14-D-1
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NAME OF REPORTING PERSON
1
ServiceMaster Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 36-3497008
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
BK, WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(D) or 2(E) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7
14,437,269
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
8 [_]
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9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
99.43%
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10 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This statement, which is being filed by ServiceMaster Limited Partnership,
a Delaware limited partnership ("ServiceMaster"), constitutes Amendment No. 5
(Final Amendment) to the Tender Offer Statement on Schedule 14D-1, filed with
the Securities and Exchange Commission (the "Commission") on December 17, 1996,
with respect to ServiceMaster's offer (the "Offer") to purchase each outstanding
share ("Barefoot Share") of common stock, par value $.01 per share, of Barefoot
Inc. ("Barefoot") a Delaware corporation, together with the associated Series A
Junior Participating Preferred Stock Purchase Rights not already owned by
ServiceMaster for, at the election of the holder (i) $16.00 in cash, without
interest thereon (the "Cash Consideration") or (ii) 0.62971 of a share of
limited partnership interest in ServiceMaster (the "Share Consideration"). This
Amendment No. 5 also constitutes the first report of ServiceMaster on Schedule
13D. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Schedule 14D-1.
Item 6. Interest in the Securities of the Subject Company.
(a) and (b) The Offer expired as scheduled at 12:00 midnight, New York City
time, on Friday, February 21, 1997. Based upon information provided by the
Exchange Agent, a total of 14,148,269 Barefoot Shares, representing
approximately 97.44% of the outstanding Barefoot Shares, were tendered, with
5,021,258 of such Barefoot Shares tendered for the Cash Consideration and
9,127,011 of such Barefoot Shares tendered for the Share Consideration.
ServiceMaster accepted all of the tendered Barefoot Shares on Monday, February
24, 1997. After adding the number of Barefoot Shares owned by ServiceMaster
prior to the Offer, ServiceMaster, as of February 24, 1997 owned 99.43% of the
outstanding Barefoot Shares. On February 25, 1997, ServiceMaster contributed the
Barefoot Shares acquired pursuant to the Offer to Merger Sub. On February 26,
1997 Merger Sub will be merged (the "Merger") with and into Barefoot, and
pursuant to the Merger, ServiceMaster will own 100% of Barefoot. Any Barefoot
Shares which were not tendered in the Offer will be canceled and will represent
only the right to receive $16.00 per share in cash without interest thereon.
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of press release issued by ServiceMaster on February 24,
1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: February 26, 1997
SERVICEMASTER LIMITED PARTNERSHIP
By: /s/ Vernon T. Squires
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Name: Vernon T. Squires
Title: Senior Vice President and General
Counsel
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
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(a)(13) Text of press release issued by ServiceMaster on February 24, 1997.
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Exhibit (a)(13)
News Release
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Servicemaster(R) The ServiceMaster
Company L.P.
One ServiceMaster Way
Downers Grove, IL 60515-1700
For further information contact:
ServiceMaster
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Claire Buchan, ext. 2150 (media)
Bruce Duncan, ext. 2187 (analyst)
Barefoot
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Mike Goodrich, 614-846-1800
FOR IMMEDIATE RELEASE
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February 24, 1997
SERVICEMASTER ANNOUNCES COMPLETION
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OF BAREFOOT TENDER OFFER
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DOWNERS GROVE, Illinois -- ServiceMaster (NYSE:SVM) and Barefoot Inc.,
(NASDAQ:BARE) today announced successful completion of the ServiceMaster tender
offer for the stock of Barefoot Inc. (NASDAQ:BARE). The tender offer expired at
midnight on February 21. ServiceMaster has accepted all tendered shares and,
after consummation of the closing today, will hold approximately 99 percent of
the Barefoot shares outstanding. A total of 5,021,258 Barefoot shares were
tendered for cash and 9,127,011 Barefoot shares were tendered for 5,747,370
ServiceMaster shares. ServiceMaster will promptly proceed with a short-form
merger in which the remaining Barefoot shares will be converted to cash in the
amount of $16 per share.
ServiceMaster expects that the checks and share certificates will be sent
to the former Barefoot shareholders later this week.
"We are pleased with the overwhelmingly positive response to our tender
offer and excited about the opportunities created by combining Barefoot with our
TruGreen-ChemLawn business. This acquisition represents the strategic expansion
of one of
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our most profitable business units and will provide great benefits to the
customers, associates and shareholders of both companies. Adding the
considerable skills and experience of the Barefoot associates to our own
outstanding team at TruGreen-ChemLawn, the nation's largest lawn care company,
will help us deliver additional value to our customers. The substantial
economies of scale and productivity improvements that will be achieved through
this acquisition will better position us to capitalize on the significant
opportunities that exist in the fast-growing professional lawn care industry. We
also look forward to offering Barefoot's 500,000 customers an expanded array of
services available through the ServiceMaster Quality Service Network and to the
positive effect the acquisition will have on ServiceMaster earnings in 1997 and
beyond," said Carlos Cantu, ServiceMaster President and Chief Executive Officer.
Barefoot is the nation's second largest lawn care company, with over
500,000 system-wide customers, spanning 103 metropolitan markets, with 53
company-owned markets, 50 franchises, and annualized customer level revenues in
excess of $125 million.
TruGreen-ChemLawn is the nation's largest lawn care company, with customer
level revenues of over $630 million, serving 2.5 million customers through over
260 service centers across the country.
ServiceMaster serves more than 6 million customers in the United States and
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in 32 countries around the world, with annual customer level revenue of almost
$5 billion. ServiceMaster is a network of quality service companies with two
major operating segments, ServiceMaster Consumer Services and ServiceMaster
Management Services, and two emerging units, ServiceMaster Diversified Health
Services and International.
ServiceMaster Consumer Services includes seven market-leading companies --
TruGreen-ChemLawn, Terminix, ServiceMaster Residential and Commercial Services,
Merry Maids, American Home Shield, AmeriSpec and Furniture Medic -- which
operate through the ServiceMaster Quality Service Network of over 5,800 U.S.
company-owned and franchised businesses.
ServiceMaster Management Services serves over 2,500 facilities as the
leading facilities management company serving education, health care and
business and industrial facilities with management of plant operations and
maintenance, housekeeping, clinical equipment maintenance, food service,
laundry, grounds and energy.
ServiceMaster Diversified Health Services provides a broad range of
services to home health care, assisted living, subacute and long-term care
markets, with more than 145 health care facilities under contract.
ServiceMaster International includes both direct operations and a variety
of license agreements in 32 foreign countries, which provide the broad range of
the company's services.
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