SC 14D1/A

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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                SCHEDULE 14D-1
                               (Amendment No. 2)

                  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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     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 11.  MATERIAL TO BE FILED AS EXHIBITS.

          (a)(10) Text of press release issued by ServiceMaster on February 14,
1997.

 
                                   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 14, 1997

                           SERVICEMASTER LIMITED PARTNERSHIP



                           By: Vernon T. Squires
                               ------------------------------------------------
                               Name:  Vernon T. Squires
                               Title: Senior Vice President and General Counsel

 
                                 EXHIBIT INDEX
 
 
EXHIBIT                           
NUMBER                              EXHIBIT DESCRIPTION
- -------      -------------------------------------------------------------------
 
(a)(10)      Text of press release issued by ServiceMaster on February 14, 1997.
 
 

EX-99.(A)(10)

 
                                                                 Exhibit (a)(10)


                                                For further information contact:
                                                Claire Buchan, ext. 2150 (media)
                                               Bruce Duncan, ext. 2187 (analyst)

FOR IMMEDIATE RELEASE
- ---------------------
February 14, 1997


                        SERVICEMASTER ANNOUNCES AVERAGE
                        -------------------------------
           SERVICEMASTER SHARE PRICE IN THE BAREFOOT TENDER OFFER  
           ------------------------------------------------------

     DOWNERS GROVE, Illinois--ServiceMaster (NYSE:SVM) and Barefoot Inc.
(Nasdaq: BARE) today announced that the Average ServiceMaster Share Price
pertaining to the pending tender offer for Barefoot Inc. stock is $25.40833. For
Barefoot stockholders who elect to receive ServiceMaster shares in exchange for
their Barefoot stock, the conversion ratio will be 0.62971 ServiceMaster share
for each Barefoot share tendered. The Average ServiceMaster Share Price was
determined by the 15-day average New York Stock Exchange composite tape closing
price of ServiceMaster shares for the period ending February 13, 1997. The
tender offer will close at midnight Eastern Standard Time on February 21, 1997.

     ServiceMaster serves more than 6 million customers in the United States and
in 30 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 5,500 U.S. 
company-owned and franchised businesses.

     ServiceMaster Management Services has over 2,500 customers and is 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 30 foreign countries, which provide the broad range of 
the company's services.