UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
BAREFOOT, INC.
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
067512103
(CUSIP Number)
Gregory L. Jackson
303 W. Madison Street
Suite 1925
Chicago, Illinois 60606
(312) 201-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [X].
Check the following box if a fee is being paid with the statement [ ] .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 067512103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yacktman Asset Management Co. 36-3780592
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO Funds of Investment Advisory Clients
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF
SHARES 423,000
BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,114,300
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,114,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.562% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IA
1. Based upon an aggregate of 14,519,760 shares outstanding at September
30, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 067512103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald A. Yacktman ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF to extent shares are not also beneficially owned by
Yacktman Asset Management Co.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 50,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 423,000 (see footnote 1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 50,000
10 SHARED DISPOSITIVE POWER
2,114,300 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9059% (see footnote 2)
14 TYPE OF REPORTING PERSON*
IN
1. Represents shares beneficially owned by Yacktman Asset Management
Co.; the undersigned holds 100% of the outstanding shares of capital
stock of Yacktman Asset Management Co.
2. Based upon an aggregate of 14,519,760 shares outstanding at September
30, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 067512103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Yacktman Fund, Inc. 36-3831621
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,435,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,435,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.88% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IV
1. Based upon an aggregate of 14,519,760 shares outstanding at September
30, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1 Security and Issuer
This Schedule 13D relates to the Class A Common Stock, $.01 par value
(the "Common Stock") of Barefoot, Inc., which is a Delaware
corporation with its principal executive offices at 450 W. Wilson
Bridge Road, Worthington, Ohio 43085.
Item 2 Identity and Background
(a) The persons filing this Schedule 13D are (i) Donald A. Yacktman
("Yacktman"), (ii) Yacktman Asset Management Co. ("Yacktman
Asset Management"), and (iii) The Yacktman Fund, Inc. (the
"Yacktman Fund"). Attached as Exhibit 1 hereto, which is
incorporated by reference herein, is an agreement among
Yacktman, Yacktman Asset Management and the Yacktman Fund that
this Schedule 13D is filed on behalf of each of them. The
filing of this Schedule 13D should not be deemed an admission
that the reporting persons, or any combination of them, comprise
a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934 (the "Act").
This Schedule 13D contains information regarding shares of
Common Stock that may be deemed to be beneficially owned by
Yacktman Asset Management and, by virtue of his sole ownership
of Yacktman Asset Management, by Yacktman. Such shares are held
in the accounts of various investment advisory clients of
Yacktman Asset Management, including the Yacktman Fund, with
respect to which accounts Yacktman Asset Management has
investment discretion (the "Accounts"), and with respect to some
of which it has sole voting power. This Schedule 13D also
contains information regarding shares of Common Stock
individually owned by Yacktman.
(b) The business address of Yacktman and Yacktman Asset Management
is:
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
The business address of the Yacktman Fund is:
c/o Yacktman Asset Management Co.
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
(c) Yacktman Asset Management is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940.
Yacktman is the President, sole director and sole owner, of
Yacktman Asset Management. He is also a director, and the
President and Treasurer of the Yacktman Fund.
The Yacktman Fund is an investment company registered under the
Investment Company Act of 1940. Yacktman Asset Management is
the investment adviser to the Yacktman Fund.
For information required by Item 2(a)-(c) pursuant to
Instruction C to Schedule 13D with respect to the executive
officers and directors of Yacktman Asset Management and the
Yacktman Fund (collectively, the "Covered Persons"), reference
is hereby made to Schedule A annexed hereto and incorporated
herein by reference.
(d) None of Yacktman, Yacktman Asset Management, the Yacktman Fund,
nor any Covered Person has, during the last five years, been
convicted in any criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) None of Yacktman, Yacktman Asset Management, the Yacktman Fund,
nor any Covered Person has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which proceeding it or
he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violations with respect thereto.
(f) Yacktman Asset Management is an Illinois corporation, the
Yacktman Fund is a Maryland corporation, and each of the Covered
Persons is a United States citizen.
Item 3 Source and Amount of Funds or Other Consideration
All securities reported as beneficially owned by Yacktman Asset
Management on this Schedule 13D are held in Accounts and owned by its
investment advisory clients. To the knowledge of Yacktman Asset
Management, only one such client, the Yacktman Fund, beneficially
owns in excess of 5.0% of the Common Stock.
The Yacktman Fund used its working capital to purchase the 1,435,000
shares of Common Stock beneficially owned by it.
Yacktman used personal funds to purchase the 50,000 shares of Common
Stock individually owned by him.
Item 4 Purpose of Transaction
Each of the reporting persons has acquired the shares of Common Stock
beneficially owned by it or him for investment purposes and may
acquire additional shares, or dispose of some or all of the shares of
Common Stock, from time to time, depending upon price and market
conditions, evaluation of alternative investments and other factors.
On October 25, 1996, Yacktman Asset Management requested that either
its President, Donald Yacktman, or its Vice President, Gregory L.
Jackson, be elected to the issuer's board of directors for the
purpose of obtaining additional information regarding the issuer and
influencing the management of the issuer as to various business and
corporate matters, including its application of cash flow and net
income. Each of the reporting persons reserves the right to take any
and all appropriate actions to encourage management to maximize
shareholder value.
Item 5 Interest in Securities of the Issuer
(a) As of November 4, 1996, each of the persons named in Item 2
beneficially owned the aggregate number and percentage of the
shares of Common Stock set forth below:
Percentage of
Person Number of Shares Common Stock
Donald A. Yacktman 2,164,300 14.9059%
Yacktman Asset Management Co. 2,114,300 14.562%
The Yacktman Fund, Inc. 1,435,000 9.88%
Jon D. Carlson 0 0
Ronald W. Ball 0 0
Thomas R. Hanson 0 0
Stanislaw Maliszewski 0 0
Stephen E. Upton 0 0
(b) Yacktman Asset Management has sole power to vote or to direct
the vote of 423,000 shares of Common Stock, and sole power to
dispose or to direct the disposition of 2,114,300 shares of
Common Stock.
Yacktman has sole power to vote or to direct the vote of, and
sole power to dispose or to direct the disposition of, 50,000
shares of Common Stock. By virtue of his ownership of Yacktman
Asset Management, Yacktman has shared power to vote or to direct
the vote of 423,000 shares of Common Stock, and shared power to
dispose or to direct the disposition of, 2,114,300 shares of
Common Stock.
The Yacktman Fund has sole power to vote or to direct the vote
of 1,435,000 shares of Common Stock, and has no power to dispose
or to direct the disposition of the Common Stock beneficially
owned by it.
(c) During the 60 day period ended as of the date hereof, the
reporting persons have no shares of the Common Stock and have
acquired shaes of the Common Stock in open market transactions,
as follows:
No. of
Shares Price Per
Person Date Acquired Share
Donald A. Yacktman 10/25/96 15,000 10-1/4
10/31/96 5,000 10-1/4
The Yacktman Fund, Inc. ________ -0- ______
Yacktman Asset Management Co. 09/04/96 10,000 10-3/8
09/05/96 10,000 10-1/2
09/18/96 10,000 10-7/8
09/18/96 10,000 11
09/19/96 2,000 11-1/8
09/23/96 7,500 10-5/8
10/04/96 1,900 11
10/08/96 10,000 10-1/2
10/09/96 2,500 10-1/2
10/10/96 2,500 10-3/8
11/10/96 14,000 10.805
(d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Except as otherwise described herein, none of Yacktman, Yacktman
Asset Management, the Yacktman Fund, nor, to the best knowledge of
the undersigned, any other person named in Item 2 hereof, has any
contract, arrangement, understanding or relationship with respect to
any securities of Barefoot, Inc.
Item 7 Material to Be Filed as Exhibits
Exhibit 1 - Agreement pursuant to Rule 13d-1(f)
<PAGE>
Signature
Each of the undersigned, after reasonable inquiry and to the best of its
or his knowledge and belief, hereby certify that the information set forth
in this statement is true, complete and correct.
Dated: November 4, 1996 YACKTMAN ASSET MANAGEMENT CO.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
Dated: November 4, 1996 /s/ Donald A. Yacktman
Donald A. Yacktman
Dated: November 4, 1996 THE YACKTMAN FUND, INC.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
<PAGE>
SCHEDULE A
ITEM 2(a)-(c) INFORMATION WITH RESPECT TO
EXECUTIVE OFFICERS AND DIRECTORS
1. Jon D. Carlson
Executive Vice President of Yacktman Asset Management Co., Director,
Vice President and Secretary of The Yacktman Fund, Inc.
Business Address: c/o Yacktman Asset Management Co.
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
2. Ronald W. Ball
Senior Vice President of Yacktman Asset Management Co.
Business Address: c/o Yacktman Asset Management Co.
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
3. Thomas R. Hanson
Director of The Yacktman Fund, Inc.
Partner of Fleming/Hanson Sales, a manufacturers representative firm
in the commercial and industrial air conditioning industry.
Business Address: c/o Fleming/Hanson Sales
3010 Woodcreek Drive
Downers Grove, Illinois 60515
4. Stanislaw Malizewski
Director of The Yacktman Fund, Inc.
Managing Director of Gateway Asset Management, Inc., an investment
management and marketing company for large institutional investors.
Business Address: c/o Gateway Asset Management, Inc.
180 North LaSalle Street
Suite 1420
Chicago, Illinois 60601
5. Stephen E. Upton
Director of The Yacktman Fund, Inc.
Retired
Residence Address: 100 Ridgeway Road
St. Joseph, Michigan 49085
EXHIBIT 1
AGREEMENT dated as of November 1, 1996 by and among Donald A.
Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois
corporation ("Yacktman Asset Management") and The Yacktman Fund, Inc., a
Maryland corporation (the "Yacktman Fund").
WHEREAS, in accordance with Rule 13d-1(f) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed
whenever two or more persons are required to file a statement pursuant to
Section 13(d) of the Act with respect to the same securities, provided
that said persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Each of Yacktman, Yacktman Asset Management and the Yacktman
Fund does hereby agree, in accordance with Rule 13d-1(f) under the Act, to
file one Statement on Schedule 13D relating to their ownership of the
Class A Common Stock of Barefoot, Inc., and does hereby further agree that
said Statement shall be filed on behalf of each of Yacktman, Yacktman
Asset Management and the Yacktman Fund. Nothing herein shall be deemed to
be an admission that the parties hereto, or any of them, are members of a
"group" (within the meaning of Section 13(d) of the Act and the rules
promulgated thereunder) with respect to any securities of Barefoot, Inc.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first written above.
YACKTMAN ASSET MANAGEMENT CO.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUND, INC.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
