<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 14D-1
(Amendment No. 4)
Tender Offer Statement Pursuant to Section
14(d)(1) of 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
---------
(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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<PAGE>
ServiceMaster Limited Partnership, a Delaware limited partnership
("ServiceMaster") hereby amends its Tender Offer Statement on Schedule 14D-1
relating to its offer to acquire 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.
ITEM 9. Financial Statements of Certain Bidders.
Share Repurchase Transaction With WMX Technologies, Inc.
On February 18, 1997, ServiceMaster Limited Partnership ("ServiceMaster" or the
"Partnership") and WMX Technologies, Inc. ("WMX") entered into a definitive
Share and Option Repurchase Agreement (the "Repurchase Agreement"), whereby WMX
agreed to sell and ServiceMaster agreed to purchase (i) the 27,160,715
ServiceMaster shares currently owned by WMX and (ii) the option currently held
by WMX to acquire an additional 1,875,000 ServiceMaster shares. The combined
purchase price for both the shares and the option is $625,978,141. The
transaction is scheduled to be closed not earlier than April 1, 1997 and not
later than April 14, 1997. ServiceMaster filed a copy of the Share and Option
Repurchase Agreement as an exhibit to an 8-K report filed with the Securities
and Exchange Commission on February 19, 1997 and as an exhibit to an amendment
to its Schedule 14D-1 filed on the same date and all summaries of the terms of
the transaction are qualified by reference to the Agreement as filed.
ServiceMaster expects to use bank debt financing for the transaction in the
short term. The transaction will require amendments to covenants in certain
existing debt agreements or for the debt to be refinanced. Subject to market
conditions, ServiceMaster currently anticipates that approximately fifty percent
of the funds needed for the Barefoot tender offer and the foregoing transaction
with WMX will be refinanced with equity issuances over the next twelve to
eighteen months. Because the timing and amount of potential equity reissuances
is subject to market conditions, no effect of equity reissuances is shown in the
following pro forma financial information.
The ServiceMaster shares which will be repurchased from WMX are priced at
approximately $23 per share (calculated as if the option had been exercised and
ServiceMaster had purchased both outstanding shares owned by WMX and the shares
issuable upon exercise of the option). This represents a discount from the
$25.375 price per share at which ServiceMaster shares closed on the New York
Stock Exchange on February 18, 1997 (the last trading day preceding the
announcement of the WMX repurchase transaction).
In addition, ServiceMaster will obtain a significant tax benefit from the
transaction because ServiceMaster, under Internal Revenue Code Section 734, will
be entitled to increase the tax basis in its assets by the difference between
the purchase price of $625,978,141 and WMX's tax basis in the ServiceMaster
shares. There is no corresponding adjustment to the book basis of the assets as
reported in ServiceMaster's financial statements and therefore there will be no
incremental amortization expense in the income statement. Under existing tax
laws, this opportunity was available to ServiceMaster only if the shares were
purchased while it was still in partnership form. ServiceMaster estimates that
this transaction will generate approximately $480,000,000 of incremental tax
basis. The step-up in tax basis can be taken as a tax deduction over the next 15
years, which generates an incremental tax deduction of approximately $32,000,000
per year. A step up in tax basis provides cash flow benefits, but does not
affect provision for income taxes. The incremental cash tax savings, assuming a
40% rate, arising from the pending WMX transaction are approximately $13,000,000
per year.
The effects of the share and option repurchase transaction with WMX are
reflected in the accompanying pro forma financial information.
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UNAUDITED PRO FORMA FINANCIAL INFORMATION
Selected Pro Forma Financial Data of ServiceMaster
The following tables set forth ServiceMaster's pro forma consolidated summaries
of operations for the nine months ended September 30, 1996 and the year ended
December 31, 1995 and the pro forma condensed consolidated balance sheet as of
September 30, 1996. The following tables present the pro forma impact of the
Repurchase Agreement as well as the acquisition of Barefoot Inc. and the
December 31, 1995 transaction with WMX, which are discussed below.
Share Repurchase Transaction with WMX
The following pro forma adjustments (the "Pro Forma WMX Share Repurchase
Adjustments") reflected in the tables give effect to the share repurchase
transaction with WMX as if the transaction had occurred at September 30, 1996
for purposes of the pro forma condensed consolidated balance sheet, and, for
purposes of the pro forma Consolidated Summaries of Operations on January 1,
1995 and 1996, respectively.
The Pro Forma Financial Data does not purport to represent what ServiceMaster's
financial position as of September 30, 1996 or results of operations for the
nine months ended September 30, 1996 or the year ended December 31, 1995 would
actually have been had the transaction in fact occurred on that date or at the
beginning of the periods indicated or to project ServiceMaster's financial
position or results of operations for any future date or period.
The transaction involves the repurchase of Partnership shares in exchange for
cash. The favorable impact of the repurchase of the shares on earnings per
share will increase in relation to any increases in the Partnership's earnings.
The tables and accompanying notes should be read in conjunction with
ServiceMaster's historical financial statements and the related notes thereto.
Barefoot Acquisition
ServiceMaster has offered to acquire each outstanding share of Barefoot Inc.'s
common stock for, at the election of the holder, either (i) $16.00 in cash
without any interest thereon or (ii) a fraction of limited partner interest in
ServiceMaster, determined by dividing $16.00 by the greater of (x) $23.00 or (y)
the average of ServiceMaster's closing price on the New York Stock Exchange for
the 15 consecutive NYSE trading days ending on the fifth NYSE trading day
immediately preceeding the expiration of the offer. "Pro Forma Merger
Adjustments" reflected in the tables give effect to the acquisition of Barefoot
Inc. (the "Merger") and the related purchase accounting adjustments as if the
Merger had occurred at September 30, 1996 for purposes of the Pro Forma
Condensed Consolidated Balance Sheet, and on January 1, 1995 and 1996,
respectively for purposes of the Pro Forma Consolidated Summaries of Operations.
For further information related to this acquisition see ServiceMaster's
Registration Statement filed on form S-4 (File No. 333-17759) dated January 17,
1997.
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The Pro Forma Financial Data does not purport to represent what ServiceMaster's
financial position as of September 30, 1996 or results of operations for the
nine months ended September 30, 1996 or the year ended December 31, 1995 would
actually have been had the Merger in fact occurred on that date or at the
beginning of the periods indicated or to project ServiceMaster's financial
position or results of operations for any future date or period.
The Merger will be accounted for under the "purchase" method of accounting,
whereby the purchase price will be allocated based upon the fair value of the
assets acquired and the liabilities assumed. The pro forma merger adjustments
are based upon currently available information and certain assumptions which
ServiceMaster believes are reasonable in the circumstances. These adjustments
include additional interest cost, amortization expense and estimated cost
savings. The actual acquisition adjustments are subject to the completion of
due diligence and will be based upon more precise appraisals, evaluations and
estimates of fair value, which are not currently available, and may differ
substantially from the pro forma merger adjustments. Financial effects of
potential operating synergies attainable upon the combination of Barefoot and
ServiceMaster are not reflected. The tables and accompanying notes should be
read in conjunction with ServiceMaster's and Barefoot's historical financial
statements and the related notes thereto.
Previous Transaction With WMX
The following Pro Forma Consolidated Summary of Operations for the year ended
December 31, 1995 includes pro forma adjustments (the "Pro Forma WMX Transaction
Adjustments") related to a previous transaction with WMX. On December 31, 1995,
ServiceMaster issued 27,160,715 (adjusted for the three-for-two share split in
June 1996) unregistered and restricted ServiceMaster shares, representing
approximately 19% of the adjusted total number of ServiceMaster shares
outstanding, in exchange for WMX's 27.76% minority interest ownership interest
in ServiceMaster Consumer Services L.P. The unregistered ServiceMaster shares
also include a number of voting and trading restrictions, including significant
limitations on both the timing and magnitude of open market sales and
underwritten offerings, with ServiceMaster retaining a right of first refusal
with respect to any proposed sales thereof.
The Pro Forma WMX Adjustments reflected in the following Pro Forma Consolidated
Summary of Operations for the year ended December 31, 1995 give effect to the
transaction with WMX and the related purchase accounting adjustments as if the
transaction had occurred on January 1, 1995. Since the transaction occurred on
December 31, 1995, the historical results of operations for the nine months
ended September 30, 1996 already include the impacts of this transaction, and
hence no pro forma adjustments are necessary for this period. For further
information related to this transaction, see ServiceMaster's Report on Form 8-K
dated January 15, 1996.
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<TABLE>
<CAPTION>
SERVICEMASTER LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED SUMMARY OF OPERATIONS (UNAUDITED)
(In thousands, except per share information)
Nine Months Ended September 30, 1996
Pro Forma Pro Forma
Barefoot WMX Share
ServiceMaster Barefoot Merger ServiceMaster Repurchase ServiceMaster
Historical Historical Adjustments Pro Forma Adjustments Pro Forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------- ----------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenue $ 2,584,457 $ 83,427 $ $ 2,667,884 $ $ 2,667,884
Operating Costs and Expenses:
Cost of services rendered and
products sold 2,001,709 32,109 2,033,818 2,033,818
Selling and administrative
expenses 367,470 31,934 (4,671)(A),(B) 394,733 394,733
----------- --------- -------- ---------- -------- ----------
Total operating costs and
expenses 2,369,179 64,043 (4,671) 2,428,551 - 2,428,551
----------- --------- -------- ---------- -------- ----------
Operating Income 215,278 19,384 4,671 239,333 239,333
Non-operating Expense (Income):
Interest expense 28,658 826 9,361 (C) 38,845 34,081 (5) 72,926
Interest and investment income (7,465) (274) (7,739) (7,739)
Minority interest 8,221 - 164 (F) 8,385 (678)(6) 7,707
----------- --------- -------- ---------- -------- ----------
Income before Income Taxes 185,864 18,832 (4,854) 199,842 (33,403) 166,439
Provision for (benefit of)
income taxes 5,287 6,636 (726) (D) 11,197 - 11,197
----------- --------- -------- ---------- -------- ----------
Net Income $ 180,577 $ 12,196 $ (4,128) $ 188,645 $ (33,403) $ 155,242
=========== ========= ======== ========== ======== ==========
Partnership shares outstanding 144,529 2,668 (E) 147,197 (27,161)(7) 120,036
Net Income Per Share $ 1.25 $ 1.28 $ 1.29
=========== ========== ==========
</TABLE>
5
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<TABLE>
<CAPTION>
SERVICEMASTER LIMITED PARTNERSHIP
PRO FORMA CONSOLIDATED SUMMARY OF OPERATIONS
(In thousands, except per share information)
Year Ended December 31, 1995
Barefoot
Pro Forma Three Months Barefoot
WMX Ended Nine Months
Transaction ServiceMaster 3/31/95 Ended
ServiceMaster Adjustments Pro Forma Historical 12/31/95
Historical (Unaudited) (Unaudited) (Unaudited) Historical
------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Operating Revenue $3,202,504 $ $3,202,504 $ 9,585 $ 93,431
Operating Costs and Expenses:
Cost of services rendered and products sold 2,486,292 2,486,292 6,288 33,877
Selling and administrative expenses 464,345 5,875 (1) 470,220 7,705 38,222
---------- --------- ---------- -------- --------
Total operating costs and expenses 2,950,637 5,875 2,956,512 13,993 72,099
---------- --------- ---------- -------- --------
Operating Income 251,867 (5,875) 245,992 (4,408) 21,332
Non-operating Expense (Income):
Interest expense 35,855 205 (2) 36,060 261 778
Interest and investment income (7,310) (7,310) (277) (543)
Minority interest 45,715 (37,099) (3) 8,616 -- --
---------- --------- ---------- -------- --------
Income before Income Taxes 177,607 31,019 208,626 (4,392) 21,097
Provision for (benefit of) income taxes 5,588 5,588 (1,688) 8,216
---------- --------- ---------- -------- --------
Net Income $ 172,019 $ 31,019 $ 203,038 $ (2,704) $ 12,881
========== ========= ========== ======== ========
Partnership shares outstanding 118,970 27,161 (4) 146,131
Net Income Per Share $ 1.45 $ 1.39
========== ==========
Pro Forma Pro Forma
Barefoot WMX Share
Merger ServiceMaster Repurchase ServiceMaster
Adjustments Pro Forma Adjustments Pro Forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Operating Revenue $ $3,305,520 $ $3,305,520
Operating Costs and Expenses:
Cost of services rendered and products sold 2,526,457 2,526,457
Selling and administrative expenses (6,281) (A), (B) 509,866 509,866
---------- ---------- ---------- ----------
Total operating costs and expenses (6,281) 3,036,323 -- 3,036,323
---------- ---------- ---------- ----------
Operating Income 6,281 269,197 -- 269,197
Non-operating Expense (Income):
Interest expense 12,563 (C) 49,662 45,471 (5) 95,133
Interest and investment income (8,130) (8,130)
Minority interest 97 (F) 8,713 (905) (6) 7,808
---------- ---------- ---------- ----------
Income before Income Taxes (6,379) 218,952 (44,566) 174,386
Provision for (benefit of) income taxes (1,000)(D) 11,116 -- 11,116
---------- ---------- ---------- ----------
Net Income $ (5,379) $ 207,836 $ (44,566) $ 163,270
========== ========== ========== ==========
Partnership shares outstanding 2,668 (E) 148,799 (27,161)(7) 121,638
Net Income Per Share $ 1.40 $ 1.34
========== ==========
</TABLE>
ServiceMaster's per share data reflect the three-for-two share split in June
1996.
6
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Notes to Pro Forma Consolidated Summaries of Operations
Periods ended September 30, 1996 and December 31, 1995
Pro Forma Adjustments Related to the Barefoot Acquisition
Pro forma merger adjustments reflect the assumed impact of the consummation of
the offer and the Merger upon ServiceMaster's existing operations for the
periods presented. Pro forma adjustments consist of:
(A) The reduction of salary and overhead expenses that is expected to result
from the closing of certain of Barefoot's branch, regional and corporate
administrative facilities.
(B) Amortization of intangible assets are increased based upon the preliminary
allocation of purchase price as shown in note (M) to the ServiceMaster
Limited Partnership Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1996. The allocation is preliminary and subject to change
during 1997 as due diligence is completed and additional information is
obtained. The pro forma merger adjustment represents the incremental
amortization in excess of amounts previously recognized by Barefoot.
Acquisition Intangible Assets, which are expected to consist primarily of
tradenames and goodwill, are amortized over 40 years.
(C) The acquisition debt bears interest at an estimated long term annual rate of
7 1/4%. The pro forma Merger adjustment includes interest on the acquisition
debt as well as interest on cash flows from the merger adjustments. These
cash flows consist of the costs discussed in note (L) and the increased
interest and dividend payments partially offset by the expected costs
savings.
(D) Federal and state income taxes are reduced due to the tax deductibility of
interest expense related to financing the Merger, which is significantly
offset by the increased taxes due on the expected annual cost savings
discussed in note (A).
(E) Represents the number of ServiceMaster shares estimated to be issued in the
Merger. See note (K) regarding the number of ServiceMaster shares estimated
to be issued.
(F) Reflects additional general partners' minority interest expense that is
expected to result from the Merger and resulting pro forma adjustments.
Pro Forma Adjustments Related to the Previous WMX Transaction - 1995 Statements
Only
The following are the pro forma adjustments related to the WMX transaction
described in "Previous Transaction With WMX". As this transaction occurred on
December 31, 1995, its related pro forma adjustments impact only results of
operations for the year ended December 31, 1995. The historical results of
operations for the nine months ended September 30, 1996 already include the
impact of this transaction.
(1) The ServiceMaster shares issued in the WMX transaction, which are
unregistered and restricted, were valued based upon the average market price
of the registered and freely transferable ServiceMaster shares at the time
the transaction was agreed to and announced, adjusted to reflect the
significant voting and trading restrictions on the ServiceMaster shares and
other considerations. The valuation of the unregistered and restricted
ServiceMaster shares issued to WMX was determined in part based on a review
performed by an international investment banking firm. The transaction
resulted in approximately
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$235,000,000 of intangible assets for financial statement (but not tax)
purposes, primarily tradenames and goodwill, which are being amortized on a
straight-line basis over 40 years.
(2) Interest expense consists of the interest cost related to the dividends that
would have been paid on the ServiceMaster shares issued in the transaction.
This expense is partially offset by the fact that other distributions that
would have been made to WMX had it retained its minority interest in
Consumer Services are no longer required. Interest expense is computed at an
average short term borrowing rate of 6.2%.
(3) Reflects the elimination of minority interest expense associated with WMX's
prior status as a 27.76% minority partner in Consumer Services.
(4) Reflects the 27,160,715 unregistered and restricted ServiceMaster shares
issued to WMX in exchange for its minority ownership interest in Consumer
Services.
Pro Forma Adjustments Related to the WMX Share Repurchase
The following are the pro forma adjustments related to the repurchase of the
Partnership shares described in "Share Repurchase Transaction with WMX" section.
The pro forma adjustments reflect the assumed impact of the consummation of the
repurchase of shares upon ServiceMaster's existing operations for the periods
presented. Pro forma adjustments consist of:
(5) The debt assumed to be incurred to acquire the shares is assumed to bear
interest at an estimated annual rate of 7 1/4%. This rate is consistent with
the assumptions reflected in Note (C) of the pro forma adjustments for the
acquisition of Barefoot. The pro forma adjustments includes interest on the
debt as well as interest on the cash flows from the pro forma adjustments.
These cash flows consist of the increased interest payments partially offset
by the reduction in dividend payments and the annual cash savings resulting
from the incremental tax deduction explained in the "Share Repurchase
Transaction with WMX" section.
(6) Reflects a reduction in general partners' minority interest expense that is
expected to result from the share repurchase and resulting pro forma
adjustments.
(7) Represents the number of ServiceMaster shares expected to be repurchased.
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<TABLE>
<CAPTION>
SERVICEMASTER LIMITED PARTNERSHIP
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
(In thousands)
September 30, 1996
Pro Forma Pro Forma
Barefoot WMX Share
ServiceMaster Barefoot Merger ServiceMaster Repurchase ServiceMaster
Historical Historical Adjustments Pro Forma Adjustments Pro Forma
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash and marketable securities $ 85,980 $ 6,799 $ $ 92,779 $ $ 92,779
Accounts and notes receivable, net 283,508 16,587 300,095 300,095
Inventories and other current assets 123,386 7,349 130,735 130,735
---------- ---------- ---------- ---------- ---------- ----------
Total current assets 492,874 30,735 - 523,609 - 523,609
---------- ---------- ---------- ---------- ---------- ----------
Intangible assets, primarily trade
names and goodwill, net 1,070,839 31,909 (31,909) (J) 1,308,636 1,308,636
Property and equipment, net 151,948 13,164 237,797 (M) 165,112 165,112
Notes receivable, long-term securities,
and other assets 112,775 4,813 117,588 117,588
---------- ---------- ---------- ---------- ---------- ----------
Total assets $1,828,436 $ 80,621 $ 205,888 $2,114,945 $ - $2,114,945
========== ========== ========== ========== ========== ==========
LIABILITIES AND EQUITY
Current liabilities $ 402,249 $ 25,052 $ 18,800 (L) $ 446,101 $ $ 446,101
Long-term debt 501,140 1,737 162,622 (K) 665,499 626,000 (N) 1,291,499
Other long-term obligations 123,300 8,603 131,903 131,903
Minority and general partners' interest 15,226 - 15,226 15,226
Limited partners' equity 786,521 69,695 (K) 856,216 (626,000)(N) 230,216
Common stock 168 (168)(J) - -
Additional paid-in capital 50,040 (50,040)(J) - -
Treasury stock, at cost (26,868) 26,868 (J) - -
Excess purchase price (5,286) 5,286 (J) - -
Retained earnings 27,175 (27,175)(J) - -
---------- ---------- ---------- ---------- ---------- ----------
Shareholders' equity 786,521 45,229 24,466 856,216 (626,000) 230,216
---------- ---------- ---------- ---------- ---------- ----------
Total liabilities and
shareholders' equity $1,828,436 $ 80,621 $ 205,888 $2,114,945 $ - $2,114,945
========== ========== ========== ========== ========== ==========
</TABLE>
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Notes to Pro Forma Consolidated Balance Sheet
September 30, 1996
(Dollars in thousands, except per share information)
Pro Forma Adjustments Related to the Barefoot Acquisition
Pro forma merger adjustments to the consolidated balance sheet reflect the
acquisition of all the Barefoot shares at the time the Merger is consummated in
exchange for cash and shares of ServiceMaster; payment of legal and investment
banking fees, lease termination fees and severance costs related to the
anticipated closing of certain Barefoot branch and administrative locations and
other fees associated with the Merger. Specific descriptions of the pro forma
transaction adjustments follow:
(J) The existing stockholders' equity and intangible asset balance of Barefoot
are eliminated as a result of the Merger.
(K) For purposes of the unaudited selected pro forma financial information,
ServiceMaster has assumed that holders of 30% of the Barefoot shares will
elect to receive ServiceMaster shares. The value of the ServiceMaster shares
issued is based on the closing price of ServiceMaster shares ($26.125) on
January 15, 1997. For purposes hereof, the following is assumed value of the
share consideration and the cash consideration:
<TABLE>
<CAPTION>
<S> <C>
Cash consideration $162,622
Share consideration 69,695
--------
$232,317
========
</TABLE>
(L) Represents estimated legal, investment banking fees and other costs related
to the transaction, the anticipated costs associated with the planned
closing of certain Barefoot branch, regional and corporate administrative
facilities, the estimated severance costs to be paid to Barefoot employees
not retained by ServiceMaster, and the estimated cost of refurbishing
certain operating equipment.
(M) The Merger will be accounted for as a purchase; therefore, an allocation of
the purchase price to the assets and liabilities of Barefoot is required to
reflect fair values. The preliminary allocation is subject to change as due
diligence is completed and additional information is obtained. The pro forma
adjustments to reflect a preliminary allocation of purchase price is
summarized below.
<TABLE>
<CAPTION>
<S> <C>
Purchase price $232,317
Transaction costs - see Note (L) 5,000
Lease termination, severance and other - see Note (L) 13,800
--------
Purchase price to be allocated 251,117
Net tangible assets acquired 13,320
--------
Acquired intangible assets, primarily tradenames and
goodwill $237,797
========
</TABLE>
Pro Forma Adjustments Related to the WMX Share Repurchase
(N) Pro forma adjustments to the consolidated balance sheet reflect the
acquisition of the ServiceMaster shares from WMX in exchange for cash, as
well as the debt that is expected to be incurred to finance the acquisition.
10
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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 20, 1997
SERVICEMASTER LIMITED PARTNERSHIP
By: Vernon T. Squires
-----------------------------------------
Name: Vernon T. Squires
Title: Senior Vice President and General
Counsel
