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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 24, 1997
BAREFOOT INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19602 31-1265715
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(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
450 West Wilson Bridge Road 43085
Worthington, Ohio ------------------------
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(Address of principal
executive offices)
Registrant's telephone number, including area code: (614) 846-1800
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Item 1. Change in Control of Registrant
On February 24, 1997 ServiceMaster Limited Partnership consummated its
tender offer (the "Tender Offer") to acquire each outstanding share ("Barefoot
Share") of common stock, par value $.01 per share, of Barefoot Inc. (the
"Company"), together with the associated Series A Junior Participating Preferred
Stock Purchase Rights not already owned by ServiceMaster. Prior to the Tender
Offer ServiceMaster owned approximately 2.0% of the outstanding Barefoot Shares.
ServiceMaster acquired 97.44% of the outstanding Barefoot Shares pursuant to the
Tender Offer.
The Tender Offer was made pursuant to an Acquisition Agreement (the
"Acquisition Agreement") dated December 5, 1996, among ServiceMaster,
ServiceMaster Acquisition Corporation ("Merger Sub"), a Delaware corporation and
wholly-owned subsidiary of ServiceMaster, and the Company. The consideration
paid for each Barefoot Share tendered pursuant to the Tender Offer was, at the
election of the holder, either (i) $16.00 in cash, without any interest thereon
(the "Cash Consideration"); or (ii) 0.62971 of a share ("ServiceMaster Share")
limited partnership interest in ServiceMaster (the "Share Consideration").
The number of Barefoot Shares tendered pursuant to the Tender Offer was
14,148,269. 5,021,258 of such Barefoot Shares were tendered for the Cash
Consideration, and 9,127,011 were tendered for the Share Consideration. The
total amount of cash paid by ServiceMaster to former Barefoot stockholders
pursuant to the Tender Offer was $80,340,128 and the total number of
ServiceMaster Shares issued to former Barefoot Stockholders was 5,747,730, with
an aggregate value of $146,031,076. The aggregate Cash Consideration was paid
with borrowings under ServiceMaster's previously existing credit facilities.
ServiceMaster, Merger Sub and the Company are parties to a Plan and
Agreement of Merger (the "Merger Agreement") dated December 5, 1996. Pursuant
to the Acquisition Agreement and the Merger Agreement, ServiceMaster intends to
file a notice of the merger of Merger Sub with and into the Company with the
Delaware Secretary of State on February 26, 1997 (the "Effective Time"). The
approval of the holders Barefoot Shares (other than ServiceMaster and
Acquisition) will not be required to effect the Merger pursuant to the
applicable provisions of the Delaware General Corporation Law ("DGCL"). The
Barefoot Shares issued and outstanding immediately prior to the Effective Time
(other than those held by ServiceMaster, Merger Sub or any other wholly owned
subsidiary of Servicemaster or held in the treasury of the Company, all of which
were cancelled, and Barefoot Shares held by holders who properly exercise
dissenters' rights under DGCL) will be converted into the right to receive
$16.00 in cash per share, without any interest thereon (the "Merger
Consideration"). The funds necessary to effectuate the Merger , approximately
$1,319,856, will consist of cash on hand and borrowings under existing credit
facilities.
Pursuant to the Acquisition Agreement and the Merger Agreement, the
Company's former directors agreed, upon the consummation of the Tender Offer,
to resign and appoint successors designated by ServiceMaster.
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Item 7. Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Exhibits
2.1 Acquisition Agreement dated December 5, 1996 by and
among ServiceMaster Limited Partnership, ServiceMaster
Acquisition Corporation and Barefoot Inc. is incorporated by
reference to Exhibit 2.1 to ServiceMaster Limited
Partnership's Registration Statement on Form S-4, effective
January 16, 1997 (SEC File No. 333-17759).
2.1 Plan and Agreement of Merger dated December 5, 1996 by
and among ServiceMaster Limited Partnership, ServiceMaster
Acquisition Corporation and Barefoot Inc. is incorporated by
reference to Exhibit 2.1 to ServiceMaster Limited
Partnership's Registration Statement on Form S-4, effective
January 16, 1997 (SEC File No. 333-17759).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BAREFOOT INC.
Dated: February 26, 1997 By:/s/ Vernon T. Squires
____________________________
Name: Vernon T. Squires
Title: Secretary
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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2.1 Acquisition Agreement dated December 5, 1996 by and among
ServiceMaster Limited Partnership, ServiceMaster Acquisition
Corporation and Barefoot Inc. is incorporated by reference to
Exhibit 2.1 to ServiceMaster Limited Partnership's Registration
Statement on Form S-4, effective January 16, 1997 (SEC File No.
333-17759).
2.2 Plan and Agreement of Merger dated December 5, 1996 by and among
ServiceMaster Limited Partnership, ServiceMaster Acquisition
Corporation and Barefoot Inc. is incorporated by reference to
Exhibit 2.1 to ServiceMaster Limited Partnership's Registration
Statement on Form S-4 effective January 16, 1997 (SEC File No.
333-17759).
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