-----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, Q0EsnbzG2N1pNVF5Y0Tdz4sQzClaCIQYXtxhbRcaLp4KMsW0fxb9txsroF5DGXjK rMdioH8HtVvLEVpr9lhCNA== 0000950131-97-001167.txt : 19970222 0000950131-97-001167.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950131-97-001167 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970220 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: 97539072 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 NO. 4 TO SCHEDULE 14D-1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- SCHEDULE 14D-1 (Amendment No. 4) 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 9. Financial Statements of Certain Bidders. Share Repurchase Transaction With WMX Technologies, Inc. On February 18, 1997, ServiceMaster Limited Partnership ("ServiceMaster" or the "Partnership") and WMX Technologies, Inc. ("WMX") entered into a definitive Share and Option Repurchase Agreement (the "Repurchase Agreement"), whereby WMX agreed to sell and ServiceMaster agreed to purchase (i) the 27,160,715 ServiceMaster shares currently owned by WMX and (ii) the option currently held by WMX to acquire an additional 1,875,000 ServiceMaster shares. The combined purchase price for both the shares and the option is $625,978,141. The transaction is scheduled to be closed not earlier than April 1, 1997 and not later than April 14, 1997. ServiceMaster filed a copy of the Share and Option Repurchase Agreement as an exhibit to an 8-K report filed with the Securities and Exchange Commission on February 19, 1997 and as an exhibit to an amendment to its Schedule 14D-1 filed on the same date and all summaries of the terms of the transaction are qualified by reference to the Agreement as filed. ServiceMaster expects to use bank debt financing for the transaction in the short term. The transaction will require amendments to covenants in certain existing debt agreements or for the debt to be refinanced. Subject to market conditions, ServiceMaster currently anticipates that approximately fifty percent of the funds needed for the Barefoot tender offer and the foregoing transaction with WMX will be refinanced with equity issuances over the next twelve to eighteen months. Because the timing and amount of potential equity reissuances is subject to market conditions, no effect of equity reissuances is shown in the following pro forma financial information. The ServiceMaster shares which will be repurchased from WMX are priced at approximately $23 per share (calculated as if the option had been exercised and ServiceMaster had purchased both outstanding shares owned by WMX and the shares issuable upon exercise of the option). This represents a discount from the $25.375 price per share at which ServiceMaster shares closed on the New York Stock Exchange on February 18, 1997 (the last trading day preceding the announcement of the WMX repurchase transaction). In addition, ServiceMaster will obtain a significant tax benefit from the transaction because ServiceMaster, under Internal Revenue Code Section 734, will be entitled to increase the tax basis in its assets by the difference between the purchase price of $625,978,141 and WMX's tax basis in the ServiceMaster shares. There is no corresponding adjustment to the book basis of the assets as reported in ServiceMaster's financial statements and therefore there will be no incremental amortization expense in the income statement. Under existing tax laws, this opportunity was available to ServiceMaster only if the shares were purchased while it was still in partnership form. ServiceMaster estimates that this transaction will generate approximately $480,000,000 of incremental tax basis. The step-up in tax basis can be taken as a tax deduction over the next 15 years, which generates an incremental tax deduction of approximately $32,000,000 per year. A step up in tax basis provides cash flow benefits, but does not affect provision for income taxes. The incremental cash tax savings, assuming a 40% rate, arising from the pending WMX transaction are approximately $13,000,000 per year. The effects of the share and option repurchase transaction with WMX are reflected in the accompanying pro forma financial information. 2 UNAUDITED PRO FORMA FINANCIAL INFORMATION Selected Pro Forma Financial Data of ServiceMaster The following tables set forth ServiceMaster's pro forma consolidated summaries of operations for the nine months ended September 30, 1996 and the year ended December 31, 1995 and the pro forma condensed consolidated balance sheet as of September 30, 1996. The following tables present the pro forma impact of the Repurchase Agreement as well as the acquisition of Barefoot Inc. and the December 31, 1995 transaction with WMX, which are discussed below. Share Repurchase Transaction with WMX The following pro forma adjustments (the "Pro Forma WMX Share Repurchase Adjustments") reflected in the tables give effect to the share repurchase transaction with WMX as if the transaction had occurred at September 30, 1996 for purposes of the pro forma condensed consolidated balance sheet, and, for purposes of the pro forma Consolidated Summaries of Operations on January 1, 1995 and 1996, respectively. The Pro Forma Financial Data does not purport to represent what ServiceMaster's financial position as of September 30, 1996 or results of operations for the nine months ended September 30, 1996 or the year ended December 31, 1995 would actually have been had the transaction in fact occurred on that date or at the beginning of the periods indicated or to project ServiceMaster's financial position or results of operations for any future date or period. The transaction involves the repurchase of Partnership shares in exchange for cash. The favorable impact of the repurchase of the shares on earnings per share will increase in relation to any increases in the Partnership's earnings. The tables and accompanying notes should be read in conjunction with ServiceMaster's historical financial statements and the related notes thereto. Barefoot Acquisition ServiceMaster has offered to acquire each outstanding share of Barefoot Inc.'s common stock for, at the election of the holder, either (i) $16.00 in cash without any interest thereon or (ii) a fraction of limited partner interest in ServiceMaster, determined by dividing $16.00 by the greater of (x) $23.00 or (y) the average of ServiceMaster's closing price on the New York Stock Exchange for the 15 consecutive NYSE trading days ending on the fifth NYSE trading day immediately preceeding the expiration of the offer. "Pro Forma Merger Adjustments" reflected in the tables give effect to the acquisition of Barefoot Inc. (the "Merger") and the related purchase accounting adjustments as if the Merger had occurred at September 30, 1996 for purposes of the Pro Forma Condensed Consolidated Balance Sheet, and on January 1, 1995 and 1996, respectively for purposes of the Pro Forma Consolidated Summaries of Operations. For further information related to this acquisition see ServiceMaster's Registration Statement filed on form S-4 (File No. 333-17759) dated January 17, 1997. 3 The Pro Forma Financial Data does not purport to represent what ServiceMaster's financial position as of September 30, 1996 or results of operations for the nine months ended September 30, 1996 or the year ended December 31, 1995 would actually have been had the Merger in fact occurred on that date or at the beginning of the periods indicated or to project ServiceMaster's financial position or results of operations for any future date or period. The Merger will be accounted for under the "purchase" method of accounting, whereby the purchase price will be allocated based upon the fair value of the assets acquired and the liabilities assumed. The pro forma merger adjustments are based upon currently available information and certain assumptions which ServiceMaster believes are reasonable in the circumstances. These adjustments include additional interest cost, amortization expense and estimated cost savings. The actual acquisition adjustments are subject to the completion of due diligence and will be based upon more precise appraisals, evaluations and estimates of fair value, which are not currently available, and may differ substantially from the pro forma merger adjustments. Financial effects of potential operating synergies attainable upon the combination of Barefoot and ServiceMaster are not reflected. The tables and accompanying notes should be read in conjunction with ServiceMaster's and Barefoot's historical financial statements and the related notes thereto. Previous Transaction With WMX The following Pro Forma Consolidated Summary of Operations for the year ended December 31, 1995 includes pro forma adjustments (the "Pro Forma WMX Transaction Adjustments") related to a previous transaction with WMX. On December 31, 1995, ServiceMaster issued 27,160,715 (adjusted for the three-for-two share split in June 1996) unregistered and restricted ServiceMaster shares, representing approximately 19% of the adjusted total number of ServiceMaster shares outstanding, in exchange for WMX's 27.76% minority interest ownership interest in ServiceMaster Consumer Services L.P. The unregistered ServiceMaster shares also include a number of voting and trading restrictions, including significant limitations on both the timing and magnitude of open market sales and underwritten offerings, with ServiceMaster retaining a right of first refusal with respect to any proposed sales thereof. The Pro Forma WMX Adjustments reflected in the following Pro Forma Consolidated Summary of Operations for the year ended December 31, 1995 give effect to the transaction with WMX and the related purchase accounting adjustments as if the transaction had occurred on January 1, 1995. Since the transaction occurred on December 31, 1995, the historical results of operations for the nine months ended September 30, 1996 already include the impacts of this transaction, and hence no pro forma adjustments are necessary for this period. For further information related to this transaction, see ServiceMaster's Report on Form 8-K dated January 15, 1996. 4
SERVICEMASTER LIMITED PARTNERSHIP PRO FORMA CONSOLIDATED SUMMARY OF OPERATIONS (UNAUDITED) (In thousands, except per share information) Nine Months Ended September 30, 1996 Pro Forma Pro Forma Barefoot WMX Share ServiceMaster Barefoot Merger ServiceMaster Repurchase ServiceMaster Historical Historical Adjustments Pro Forma Adjustments Pro Forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- ----------- ----------- ------------ ----------- ----------- Operating Revenue $ 2,584,457 $ 83,427 $ $ 2,667,884 $ $ 2,667,884 Operating Costs and Expenses: Cost of services rendered and products sold 2,001,709 32,109 2,033,818 2,033,818 Selling and administrative expenses 367,470 31,934 (4,671)(A),(B) 394,733 394,733 ----------- --------- -------- ---------- -------- ---------- Total operating costs and expenses 2,369,179 64,043 (4,671) 2,428,551 - 2,428,551 ----------- --------- -------- ---------- -------- ---------- Operating Income 215,278 19,384 4,671 239,333 239,333 Non-operating Expense (Income): Interest expense 28,658 826 9,361 (C) 38,845 34,081 (5) 72,926 Interest and investment income (7,465) (274) (7,739) (7,739) Minority interest 8,221 - 164 (F) 8,385 (678)(6) 7,707 ----------- --------- -------- ---------- -------- ---------- Income before Income Taxes 185,864 18,832 (4,854) 199,842 (33,403) 166,439 Provision for (benefit of) income taxes 5,287 6,636 (726) (D) 11,197 - 11,197 ----------- --------- -------- ---------- -------- ---------- Net Income $ 180,577 $ 12,196 $ (4,128) $ 188,645 $ (33,403) $ 155,242 =========== ========= ======== ========== ======== ========== Partnership shares outstanding 144,529 2,668 (E) 147,197 (27,161)(7) 120,036 Net Income Per Share $ 1.25 $ 1.28 $ 1.29 =========== ========== ==========
5
SERVICEMASTER LIMITED PARTNERSHIP PRO FORMA CONSOLIDATED SUMMARY OF OPERATIONS (In thousands, except per share information) Year Ended December 31, 1995 Barefoot Pro Forma Three Months Barefoot WMX Ended Nine Months Transaction ServiceMaster 3/31/95 Ended ServiceMaster Adjustments Pro Forma Historical 12/31/95 Historical (Unaudited) (Unaudited) (Unaudited) Historical ------------ ----------- ----------- ----------- ---------- Operating Revenue $3,202,504 $ $3,202,504 $ 9,585 $ 93,431 Operating Costs and Expenses: Cost of services rendered and products sold 2,486,292 2,486,292 6,288 33,877 Selling and administrative expenses 464,345 5,875 (1) 470,220 7,705 38,222 ---------- --------- ---------- -------- -------- Total operating costs and expenses 2,950,637 5,875 2,956,512 13,993 72,099 ---------- --------- ---------- -------- -------- Operating Income 251,867 (5,875) 245,992 (4,408) 21,332 Non-operating Expense (Income): Interest expense 35,855 205 (2) 36,060 261 778 Interest and investment income (7,310) (7,310) (277) (543) Minority interest 45,715 (37,099) (3) 8,616 -- -- ---------- --------- ---------- -------- -------- Income before Income Taxes 177,607 31,019 208,626 (4,392) 21,097 Provision for (benefit of) income taxes 5,588 5,588 (1,688) 8,216 ---------- --------- ---------- -------- -------- Net Income $ 172,019 $ 31,019 $ 203,038 $ (2,704) $ 12,881 ========== ========= ========== ======== ======== Partnership shares outstanding 118,970 27,161 (4) 146,131 Net Income Per Share $ 1.45 $ 1.39 ========== ========== Pro Forma Pro Forma Barefoot WMX Share Merger ServiceMaster Repurchase ServiceMaster Adjustments Pro Forma Adjustments Pro Forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ------------ ----------- ------------ Operating Revenue $ $3,305,520 $ $3,305,520 Operating Costs and Expenses: Cost of services rendered and products sold 2,526,457 2,526,457 Selling and administrative expenses (6,281) (A), (B) 509,866 509,866 ---------- ---------- ---------- ---------- Total operating costs and expenses (6,281) 3,036,323 -- 3,036,323 ---------- ---------- ---------- ---------- Operating Income 6,281 269,197 -- 269,197 Non-operating Expense (Income): Interest expense 12,563 (C) 49,662 45,471 (5) 95,133 Interest and investment income (8,130) (8,130) Minority interest 97 (F) 8,713 (905) (6) 7,808 ---------- ---------- ---------- ---------- Income before Income Taxes (6,379) 218,952 (44,566) 174,386 Provision for (benefit of) income taxes (1,000)(D) 11,116 -- 11,116 ---------- ---------- ---------- ---------- Net Income $ (5,379) $ 207,836 $ (44,566) $ 163,270 ========== ========== ========== ========== Partnership shares outstanding 2,668 (E) 148,799 (27,161)(7) 121,638 Net Income Per Share $ 1.40 $ 1.34 ========== ==========
ServiceMaster's per share data reflect the three-for-two share split in June 1996. 6 Notes to Pro Forma Consolidated Summaries of Operations Periods ended September 30, 1996 and December 31, 1995 Pro Forma Adjustments Related to the Barefoot Acquisition Pro forma merger adjustments reflect the assumed impact of the consummation of the offer and the Merger upon ServiceMaster's existing operations for the periods presented. Pro forma adjustments consist of: (A) The reduction of salary and overhead expenses that is expected to result from the closing of certain of Barefoot's branch, regional and corporate administrative facilities. (B) Amortization of intangible assets are increased based upon the preliminary allocation of purchase price as shown in note (M) to the ServiceMaster Limited Partnership Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1996. The allocation is preliminary and subject to change during 1997 as due diligence is completed and additional information is obtained. The pro forma merger adjustment represents the incremental amortization in excess of amounts previously recognized by Barefoot. Acquisition Intangible Assets, which are expected to consist primarily of tradenames and goodwill, are amortized over 40 years. (C) The acquisition debt bears interest at an estimated long term annual rate of 7 1/4%. The pro forma Merger adjustment includes interest on the acquisition debt as well as interest on cash flows from the merger adjustments. These cash flows consist of the costs discussed in note (L) and the increased interest and dividend payments partially offset by the expected costs savings. (D) Federal and state income taxes are reduced due to the tax deductibility of interest expense related to financing the Merger, which is significantly offset by the increased taxes due on the expected annual cost savings discussed in note (A). (E) Represents the number of ServiceMaster shares estimated to be issued in the Merger. See note (K) regarding the number of ServiceMaster shares estimated to be issued. (F) Reflects additional general partners' minority interest expense that is expected to result from the Merger and resulting pro forma adjustments. Pro Forma Adjustments Related to the Previous WMX Transaction - 1995 Statements Only The following are the pro forma adjustments related to the WMX transaction described in "Previous Transaction With WMX". As this transaction occurred on December 31, 1995, its related pro forma adjustments impact only results of operations for the year ended December 31, 1995. The historical results of operations for the nine months ended September 30, 1996 already include the impact of this transaction. (1) The ServiceMaster shares issued in the WMX transaction, which are unregistered and restricted, were valued based upon the average market price of the registered and freely transferable ServiceMaster shares at the time the transaction was agreed to and announced, adjusted to reflect the significant voting and trading restrictions on the ServiceMaster shares and other considerations. The valuation of the unregistered and restricted ServiceMaster shares issued to WMX was determined in part based on a review performed by an international investment banking firm. The transaction resulted in approximately 7 $235,000,000 of intangible assets for financial statement (but not tax) purposes, primarily tradenames and goodwill, which are being amortized on a straight-line basis over 40 years. (2) Interest expense consists of the interest cost related to the dividends that would have been paid on the ServiceMaster shares issued in the transaction. This expense is partially offset by the fact that other distributions that would have been made to WMX had it retained its minority interest in Consumer Services are no longer required. Interest expense is computed at an average short term borrowing rate of 6.2%. (3) Reflects the elimination of minority interest expense associated with WMX's prior status as a 27.76% minority partner in Consumer Services. (4) Reflects the 27,160,715 unregistered and restricted ServiceMaster shares issued to WMX in exchange for its minority ownership interest in Consumer Services. Pro Forma Adjustments Related to the WMX Share Repurchase The following are the pro forma adjustments related to the repurchase of the Partnership shares described in "Share Repurchase Transaction with WMX" section. The pro forma adjustments reflect the assumed impact of the consummation of the repurchase of shares upon ServiceMaster's existing operations for the periods presented. Pro forma adjustments consist of: (5) The debt assumed to be incurred to acquire the shares is assumed to bear interest at an estimated annual rate of 7 1/4%. This rate is consistent with the assumptions reflected in Note (C) of the pro forma adjustments for the acquisition of Barefoot. The pro forma adjustments includes interest on the debt as well as interest on the cash flows from the pro forma adjustments. These cash flows consist of the increased interest payments partially offset by the reduction in dividend payments and the annual cash savings resulting from the incremental tax deduction explained in the "Share Repurchase Transaction with WMX" section. (6) Reflects a reduction in general partners' minority interest expense that is expected to result from the share repurchase and resulting pro forma adjustments. (7) Represents the number of ServiceMaster shares expected to be repurchased. 8
SERVICEMASTER LIMITED PARTNERSHIP PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) (In thousands) September 30, 1996 Pro Forma Pro Forma Barefoot WMX Share ServiceMaster Barefoot Merger ServiceMaster Repurchase ServiceMaster Historical Historical Adjustments Pro Forma Adjustments Pro Forma (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ----------- ----------- ----------- ----------- ----------- ASSETS Current Assets: Cash and marketable securities $ 85,980 $ 6,799 $ $ 92,779 $ $ 92,779 Accounts and notes receivable, net 283,508 16,587 300,095 300,095 Inventories and other current assets 123,386 7,349 130,735 130,735 ---------- ---------- ---------- ---------- ---------- ---------- Total current assets 492,874 30,735 - 523,609 - 523,609 ---------- ---------- ---------- ---------- ---------- ---------- Intangible assets, primarily trade names and goodwill, net 1,070,839 31,909 (31,909) (J) 1,308,636 1,308,636 Property and equipment, net 151,948 13,164 237,797 (M) 165,112 165,112 Notes receivable, long-term securities, and other assets 112,775 4,813 117,588 117,588 ---------- ---------- ---------- ---------- ---------- ---------- Total assets $1,828,436 $ 80,621 $ 205,888 $2,114,945 $ - $2,114,945 ========== ========== ========== ========== ========== ========== LIABILITIES AND EQUITY Current liabilities $ 402,249 $ 25,052 $ 18,800 (L) $ 446,101 $ $ 446,101 Long-term debt 501,140 1,737 162,622 (K) 665,499 626,000 (N) 1,291,499 Other long-term obligations 123,300 8,603 131,903 131,903 Minority and general partners' interest 15,226 - 15,226 15,226 Limited partners' equity 786,521 69,695 (K) 856,216 (626,000)(N) 230,216 Common stock 168 (168)(J) - - Additional paid-in capital 50,040 (50,040)(J) - - Treasury stock, at cost (26,868) 26,868 (J) - - Excess purchase price (5,286) 5,286 (J) - - Retained earnings 27,175 (27,175)(J) - - ---------- ---------- ---------- ---------- ---------- ---------- Shareholders' equity 786,521 45,229 24,466 856,216 (626,000) 230,216 ---------- ---------- ---------- ---------- ---------- ---------- Total liabilities and shareholders' equity $1,828,436 $ 80,621 $ 205,888 $2,114,945 $ - $2,114,945 ========== ========== ========== ========== ========== ==========
9 Notes to Pro Forma Consolidated Balance Sheet September 30, 1996 (Dollars in thousands, except per share information) Pro Forma Adjustments Related to the Barefoot Acquisition Pro forma merger adjustments to the consolidated balance sheet reflect the acquisition of all the Barefoot shares at the time the Merger is consummated in exchange for cash and shares of ServiceMaster; payment of legal and investment banking fees, lease termination fees and severance costs related to the anticipated closing of certain Barefoot branch and administrative locations and other fees associated with the Merger. Specific descriptions of the pro forma transaction adjustments follow: (J) The existing stockholders' equity and intangible asset balance of Barefoot are eliminated as a result of the Merger. (K) For purposes of the unaudited selected pro forma financial information, ServiceMaster has assumed that holders of 30% of the Barefoot shares will elect to receive ServiceMaster shares. The value of the ServiceMaster shares issued is based on the closing price of ServiceMaster shares ($26.125) on January 15, 1997. For purposes hereof, the following is assumed value of the share consideration and the cash consideration:
Cash consideration $162,622 Share consideration 69,695 -------- $232,317 ========
(L) Represents estimated legal, investment banking fees and other costs related to the transaction, the anticipated costs associated with the planned closing of certain Barefoot branch, regional and corporate administrative facilities, the estimated severance costs to be paid to Barefoot employees not retained by ServiceMaster, and the estimated cost of refurbishing certain operating equipment. (M) The Merger will be accounted for as a purchase; therefore, an allocation of the purchase price to the assets and liabilities of Barefoot is required to reflect fair values. The preliminary allocation is subject to change as due diligence is completed and additional information is obtained. The pro forma adjustments to reflect a preliminary allocation of purchase price is summarized below.
Purchase price $232,317 Transaction costs - see Note (L) 5,000 Lease termination, severance and other - see Note (L) 13,800 -------- Purchase price to be allocated 251,117 Net tangible assets acquired 13,320 -------- Acquired intangible assets, primarily tradenames and goodwill $237,797 ========
Pro Forma Adjustments Related to the WMX Share Repurchase (N) Pro forma adjustments to the consolidated balance sheet reflect the acquisition of the ServiceMaster shares from WMX in exchange for cash, as well as the debt that is expected to be incurred to finance the acquisition. 10 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 20, 1997 SERVICEMASTER LIMITED PARTNERSHIP By: Vernon T. Squires ----------------------------------------- Name: Vernon T. Squires Title: Senior Vice President and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----