________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO THE
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
BAREFOOT INC.
(Name of Subject Company)
BAREFOOT INC.
(Name of Person(s) Filing Statement)
Common Stock, $.01 Par Value, together with the associated
Series A Junior Participating Preferred Stock Purchase Rights
(Title of Class of Securities)
067512103
(CUSIP Number of Class of Securities)
Michael R. Goodrich
Chief Financial Officer, Principal Accounting Officer
Barefoot Inc.
450 West Wilson Bridge Road
Worthington, Ohio 43085
(614) 846-1800
(Name, address and telephone number of person
authorized to receive notice and communications
on behalf of the person(s) filing statement)
With a Copy to:
Roger E. Lautzenhiser, Esq.
Vorys, Sater, Seymour and Pease
52 East Gay Street
Columbus, Ohio 43215
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AMENDMENT NO. 1 TO THE SCHEDULE 14D-9
The subject company is Barefoot Inc., a Delaware corporation (the
"Company"), and the address of the principal executive offices of the Company is
450 West Wilson Bridge Road, Columbus, Ohio 43085. The title of the class of
equity securities to which this Amendment No. 1 to the Solicitation/
Recommendation Statement on Schedule l4D-9 (the "Amended Schedule l4D-9")
relates is the Company's common stock, par value $.01 per share (the "Shares"),
together with the associated Series A Junior Participating Preferred Stock
Purchase Rights (the "Stock Purchase Rights").
On December 17, 1996, the Company filed a Schedule 14D-9 (the "Schedule
14D-9") with the Securities and Exchange Commission (the "Commission") relating
to a tender offer (the "Offer") by ServiceMaster Limited Partnership
("ServiceMaster"), a Delaware limited partnership, disclosed in a Tender Offer
Statement on Schedule 14D-1, dated December 17, 1996, as amended (the "Schedule
14D-1"). The Board of Directors now amends ITEM 3 and ITEM 8 to the Schedule
14D-9, with the following information:
Effective as of 12:01 a.m. February 24, 1997, the Board of
Directors of the Company has redeemed all of the outstanding
Stock Purchase Rights under the Company's Rights Agreement, at a
price of $.01 per Stock Purchase Right. The redemption by the
Company of the Stock Purchase Rights terminates the Rights
Agreement, effective as of 12:01 a.m. today, and the rights of
the former stockholders of the Company to exercise the Stock
Purchase Rights also have terminated. As a result of such
redemption, the only continuing right associated with the
Company's Stock Purchase Rights is the right of a recordholder of
the Shares as of February 24, 1997, to receive the redemption
price of $.01 per Stock Purchase Right. The redemption payment
will be forwarded by mail in due course to each former
stockholder of the Company who is entitled to receive a
redemption payment.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit
No. Description
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1 Acquisition Agreement, dated December 5, 1996, among
ServiceMaster, the Company and Merger Sub (filed as Annex I to
ServiceMaster's Offering Circular/Prospectus (the "Offering
Circular/Prospectus") and incorporated herein by reference)*
2 Plan and Agreement of Merger, dated December 5, 1996, among
ServiceMaster, the Company and Merger Sub (filed as Annex II to
ServiceMaster's Offering Circular/Prospectus and incorporated
herein by reference)*
3(a) Rights Agreement, dated as of April 11, 1995, between the Company
and Bank One, Indianapolis, N.A., as rights agent (incorporated
herein by reference to the Company's Current Report on Form 8-K
filed April 12, 1995 (File No. 0-19602))
3(b) First Amendment to the Rights Agreement, dated as of October 10,
1995, between the Company and National City Bank, as rights agent
(incorporated herein by reference to the Company's Current Report
on Form 8-K filed October 20, 1995 (File No. 0-19602))
3(c) Second Amendment to the Rights Agreement, dated December 5, 1996,
between the Company and National City Bank, as rights agent
(incorporated herein by reference to Registrant's Current Report
on Form 8-K filed on December 11, 1996 (File No. 0-19602))
4 Confidentiality Agreement, dated November 11, 1996, between the
Company and ServiceMaster**
5(a) Change in Control Agreement, dated September 16, 1991, between
Barefoot Inc. and Patrick J. Norton (incorporated herein by
reference to Exhibit 10.29 to the Company's Registration Statement
on Form S-1 filed September 6, 1991 (Registration No.
33-42633) (the "Company's Form S-1"))
5(b) Change in Control Agreement, dated September 16, 1991, between
Barefoot Inc. and Michael R. Goodrich** (Change in Control
Agreements that were identical to the Change in Control Agreement
entered into by and between the Company and Mr. Goodrich and filed
as Exhibit 7(b) to this Schedule 14D-9 were also entered into by
and between the Company and Jeffrey K. Shufelt (oral) and the
Company and Donald R. Nichols (written))
6(a) Senior Management Agreement, dated March 31, 1989, by and between
the Company and Patrick J. Norton (the "Senior Management
Agreement") (incorporated herein by reference to Exhibit 10.5 to
the Company's Form S-1)
6(b) First Amendment to the Senior Management Agreement, dated
September 9, 1991 (amending Exhibit 8(a)) (incorporated herein by
reference to Exhibit 10.24 to the Company's Form S-1)
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7(a) Management Agreement, dated April 28, 1989, entered into by and
between the Company and Michael R. Goodrich (the "Management
Agreement") (Management Agreements that were identical to the
Management Agreement were also entered into by the Company and
each of Jeffrey K. Shufelt, Donald R. Nichols and seven other
employees of the Company, one of whom is no longer an employee
(incorporated by reference to Exhibit 10.10 of the Company's
Form S-1)
7(b) First Amendment to the Management Agreement (the First Amendment
to the Management Agreement), dated June 15, 1989 (amending
Exhibit 9(a) (First Amendments of the various management
agreements referenced in the description of Exhibit 9(a) above
that were identical to the First Amendment to the Management
Agreement were also entered into by the Company and each of
Jeffrey K. Shufelt, Donald R. Nichols and seven other employees,
one of whom is no longer an employee (incorporated by reference
to Exhibit 10.11 of the Company's Form S-1))
7(c) Second Amendment to the Management Agreement (the Second
Amendment to the Management Agreement), dated September 9, 1991
(further amending Exhibit 9(a)) (Second Amendments of the
various management agreements referenced in the description of
Exhibit 9(a) above that were identical to the Second Amendment
to the Management Agreement were also entered into by the
Company and each of Jeffrey K. Shufelt, Donald R. Nichols and
seven other employees, one of whom is no longer an employee
(incorporated herein by reference to Exhibit 10.11 of the
Company's Form S-1))
8 Restated Certificate of Incorporation of Barefoot Inc.
(incorporated herein by reference to Exhibit 3.4 to the
Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995 (File No. 0-19602)
9 Restated By-laws of Barefoot Inc. (incorporated herein by
reference to Exhibit 10.23 to the Company's Form S-1 filed
September 6, 1991)
10 Letter dated January 17, 1997, to the stockholders of the Company
from the Chief Executive Officer of the Company on behalf of the
Board of Directors of the Company*
11 Opinion of Robert W. Baird & Co. Incorporated dated December 4,
1996 (attached as Annex B to the Offering Circular/Prospectus
and incorporated herein by reference)*
* These documents were included with the materials mailed to stockholders
pursuant to the Offer.
** These documents were filed with the Securities and Exchange Commission as
exhibits to the Schedule 14D-9, but were not included in the mailing to
stockholders.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned hereby certify that the information set forth in this Statement is
true, complete and correct.
BOARD OF DIRECTORS OF BAREFOOT INC.
February 24, 1997
____________________________________________
Date
/s/ Patrick J. Norton
____________________________________________
Patrick J. Norton
/s/ Donald R. Brattain
____________________________________________
Donald R. Brattain
/s/ J. Martin Erbaugh
____________________________________________
J. Martin Erbaugh
/s/ Stanley C. Golder
____________________________________________
Stanley C. Golder
/s/ William R. Griffin
____________________________________________
William R. Griffin
