-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UWvBX5OLJdtctZtFy7AtDtwVbrBmpWuhrsGdKQECkf5KwuEGbpBVaKwqFj8wPpXh j+R5BN1XjwyDPNufeZNagw== 0000950131-97-000387.txt : 19970129 0000950131-97-000387.hdr.sgml : 19970129 ACCESSION NUMBER: 0000950131-97-000387 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970128 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BAREFOOT INC /DE CENTRAL INDEX KEY: 0000878944 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE SERVICES [0700] IRS NUMBER: 311265715 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41802 FILM NUMBER: 97511747 BUSINESS ADDRESS: STREET 1: 450 W WILSON BRIDGE RD STREET 2: STE 160 CITY: WORTHINGTON STATE: OH ZIP: 43085 BUSINESS PHONE: 6148461800 MAIL ADDRESS: STREET 2: 450 WILSON BRIDGE RD CITY: WORTHINGTON STATE: OH ZIP: 43085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SERVICEMASTER LTD PARTNERSHIP CENTRAL INDEX KEY: 0000806027 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 363497008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE SERVICEMASTER WAY CITY: DOWNERS GROVE STATE: IL ZIP: 60515 BUSINESS PHONE: 7089641300 SC 14D1/A 1 AMENDMENT #1 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ SCHEDULE 14D-1 (Amendment No. 1) 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 _______________________ ================================================================================ 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)(9) Text of press release issued by ServiceMaster on January 23, 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: January 28, 1997 SERVICEMASTER LIMITED PARTNERSHIP By: /s/ Vernon T. Squires ------------------------------- Name : Vernon T. Squires Title: Senior Vice President and General Counsel EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION - ------ -------------------- (a)(9) Text of press release issued by ServiceMaster on January 23, 1997. EX-99.A9 2 NEWS RELEASE NEWS RELEASE - -------------------------------------------------------------------------------- SERVICEMASTER(R) THE SERVICEMASTER COMPANY L.P. One ServiceMaster Way Downers Grove, IL 60515-1700 630/271-1300 For further information contact: Ernie Mrozek, CFO, ext. 2637 Claire Buchan, VP Comm., ext. 2150 FOR IMMEDIATE RELEASE - --------------------- January 23, 1997 SERVICEMASTER ACHIEVES 26TH CONSECUTIVE YEAR OF GROWTH IN REVENUES AND PROFITS --------------------------------- DOWNERS GROVE, Illinois -- SERVICEMASTER (NYSE:SVM) today reported record revenue and net income for 1996, representing its 26th consecutive year of growth. Customer level revenue increased 9 percent to $4.9 billion, with earned revenue rising 8 percent to $3.5 billion. Net income of $245 million was up 43 percent over last year, while earnings per share of $1.70 represented a 17 percent increase. Cash flow from operations was strong, up 15 percent to $341 million, and again substantially exceeded net income. Return on weighted average equity was 32 percent, well above market averages. Fourth quarter 1996 revenue was $874 million, up 11 percent over 1995. Net income rose 43 percent to $65 million, with earnings per share up 18 percent to $.45. Operating income rose 23 percent, with double-digit increases in all four segments. As noted in previous quarters, the difference between net income and earnings per share growth rates is primarily attributable to the Company's December 1995 repurchase of a 28 Page 1 of 7 percent minority ownership interest in its Consumer Services subsidiary in exchange for 27 million unregistered and restricted ServiceMaster shares. Net income was favorably affected by the resulting reduction in minority interest expense, but there was no significant impact on earnings per share. ServiceMaster Consumer Services achieved another year of strong double-digit growth in 1996. Revenues were up 13 percent to $1.3 billion, while profits increased 23 percent to $166.5 million. TruGreen-ChemLawn posted double-digit increases in both revenues and profits, despite poor weather, with sharp improvements in commercial sales and ancillary services to residential customers. American Home Shield reported excellent growth and very strong performance in all aspects of the business. Each of the other market leading companies comprising the segment also achieved strong revenue growth and increased profits. ServiceMaster Management Services profits increased 11 percent due to strong cost controls and improved customer retention, as well as the elimination of losses from the Education Food Service business that was sold in 1995. Revenues of $1.8 billion were up 3 percent, with stronger growth experienced during the fourth quarter. Healthcare profits increased modestly, as improved efficiencies offset a slight decline in revenues. Education achieved a solid increase in revenues and improved customer retention, while profits were below prior year levels due to lower margins on a higher mix of large school district contracts. The Business and Industry Group posted double-digit growth in revenues and profits, with a substantial increase in services to the aviation industry. Page 2 of 7 ServiceMaster Diversified Health Services had another year of exceptional growth in both revenues and profits, with significant improvements in management and rehabilitation services and a sharp increase in transaction-related fees and gains. ServiceMaster International continued to experience strong growth in revenues and profits from its direct pest control operations and its licensed partners. Revenues increased 15 percent with a 23 percent improvement in operating income. Net income was adversely affected by a nonrecurring charge associated with a joint venture, and was consistent with prior year levels. ServiceMaster Chief Executive Officer Carlos H. Cantu said, "1996 financial results were excellent and we are pleased with the continuing momentum of the ServiceMaster enterprise. Our Consumer Services segment continued its outstanding track record, demonstrating the market demand for reliable, professional home services. Management Services again achieved double-digit profit growth, reflecting the benefits of our market-based reorganization. Diversified Health Services had another exceptional year, and is well poised to capitalize on the significant opportunities in long-term care that are presented by the aging population. Our International operations reflect opportunities for successful expansion in both our direct operations and licensed businesses. We are excited about the new leadership in our major segments as we capitalize on these growth opportunities. Page 3 of 7 "As we celebrate the 50th anniversary of ServiceMaster in 1997, we are proud of our long record of outstanding customer service, financial performance and returns to shareholders. ServiceMaster shareholders realized a total return on their investment of 33 percent in 1996, and total compounded annual returns in excess of 20 percent over the last five, ten and twenty year periods, all significantly exceeding market averages," Cantu said. 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. Page 4 of 7 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. SERVICEMASTER LIMITED PARTNERSHIP Consolidated Statements of Income (In thousands, except per share data)
Three Months Ended Twelve Months Ended December 31, December 31, 1996 1995 1996 1995 -------- -------- ---------- ---------- Operating Revenue................................. $873,871 $787,566 $3,458,328 $3,202,504 Operating Costs and Expenses: Cost of services rendered and products sold....... 679,299 618,632 2,681,008 2,499,700 Selling and administrative expenses............... 114,632 104,028 482,102 450,937 -------- -------- ---------- ---------- Total operating costs and expenses................ 793,931 722,660 3,163,110 2,950,637 -------- -------- ---------- ---------- Operating Income.................................. 79,940 64,906 295,218 251,867 Non-operating Expense (Income): Interest expense.................................. 9,640 8,673 38,298 38,855 Interest and investment income.................... (2,718) (1,764) (10,183) (7,310) Minority interest................................. 6,485 10,820 14,706 45,715 -------- -------- ---------- ---------- Income before Income Taxes........................ 66,533 47,177 252,397 177,607 Provision for income taxes........................ 1,970 1,948 7,257 5,588 -------- -------- ---------- ---------- Net Income........................................ $ 64,563 $ 45,229 $ 245,140 $ 172,019 ======== ======== ========== ========== Per Limited Partners' Share................... $0.45 $0.38 $1.70 $1.45 ===== ===== ===== ===== Number of Shares.................................. 144,752 118,965 144,439 118,970 ======= ======= ======= ======= Cash Distributions Per Share...................... $0.17 $0.16 $0.66 $0.63 ===== ===== ===== ===== Price Range Per Share: High Price...................................... $26.63 $20.25 $26.63 $20.25 Low Price....................................... $23.75 $18.38 $19.38 $14.38 - --------------------------------------------------------------------------------------------------------------
Notes: 1. The Partnership is not currently subject to federal and state income taxes. However, under current law this tax status will expire at the end of 1997, after which the Partnership will be taxed as a corporation. A reincorporating plan has been approved by the shareholders and the Partnership currently expects to reincorporate, on a tax-free basis to shareholders, on December 31, 1997. It is currently estimated that the effective tax rate upon reincorporation will be approximately 40% of pretax earnings. This estimate is necessarily subject to change based on changes in circumstances, statutory tax rates, etc. Pro forma earnings per share for the years ended December 31, 1996 and 1995 would be $1.04 and $0.89, respectively, assuming reincorporation had occurred at the beginning of each respective year. 2. All share and per share data have been restated for all periods presented to reflect the three-for-two share split effective June 24, 1996. SERVICEMASTER LIMITED PARTNERSHIP Condensed Consolidated Balance Sheets (In thousands)
AS OF December 31, December 31, ASSETS 1996 1995 ------------ ------------ Current Assets: Cash and marketable securities, including cash and cash equivalents of $72,009 and $23,113, respectively $ 114,413 $ 49,429 Receivables, net of allowances 270,401 243,649 Inventories and other current assets 114,520 100,161 ---------- ----------- Total current assets 499,334 393,239 ---------- ----------- Intangible assets, primarily trade names and goodwill, net of accumulated amortization 1,088,444 1,021,050 Property and equipment, net of accumulated depreciation 146,400 145,852 Notes receivable, long-term securities, and other assets 112,663 89,749 ---------- ----------- Total assets 1,846,841 1,649,890 ========== =========== LIABILITIES AND EQUITY Current liabilities $ 425,525 $ 372,930 Long-term debt 482,315 411,903 Other long-term obligations 125,299 105,700 Minority interest 16,908 12,697 Shareholders' equity 796,767 746,660 ---------- ----------- Total liabilities and shareholder's equity $1,846,841 $ 1,649,890 ========== =========== CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) Twelve Months Ended December 31, 1996 1995 ---------- ----------- CASH AND CASH EQUIVALENTS AT JANUARY 1 $ 23,113 $ 14,333 CASH FLOWS FROM OPERATIONS: NET INCOME 245,140 172,019 Adjustments to reconcile net income to net cash flows from operations: Depreciation 41,658 38,332 Amortization 37,348 27,656 Change in working capital, net of acquisitions 9,294 10,039 Minority interests and other, net 7,946 49,379 ---------- ----------- NET CASH PROVIDED FROM OPERATIONS 341,386 297,425 ---------- ----------- Property additions (42,952) (44,624) ---------- ----------- FREE OPERATING CASH FLOWS 298,434 252,801 ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Business acquisitions net of cash acquired (58,473) (42,763) Net purchases of investments securities (20,075) (6,820) Proceeds from sale of businesses 4,526 23,255 Notes receivble and financial investments 3,304 (12,250) Payments to sellers of acquired businesses (3,742) (2,908) Sales of equipment and other assets 2,664 2,250 ---------- ----------- NET CASH USED FOR INVESTING ACTIVITIES (71,796) (39, 236) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings, net 123,732 96,067 Payment of borrowings and other obligations (82,857) (85,945) Distributions to shareholders and shareholders' trust (146,520) (127,070) Distributions to holders of minority interests (3,074) (32,794) Purchase of treasury shares (76,556) (58,500) Proceeds from employee share option plans 6,835 3,183 Other 698 274 ---------- ----------- NET CASH USED FOR FINANCING ACTIVITIES (177,742) (204,785) ---------- ----------- CASH INCREASE DURING THE PERIOD 48,896 8,780 ---------- ----------- CASH AND CASH EQUIVALENTS AT DECEMBER 31 $ 72,009 $ 23,113 ========== ===========
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