-----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, IJR0OWoatgVwnJTguNWpE2TLhGSKKCRmwNRfO0Uss/aMCHfnaah9jJOoQwstEmGe kh/Xe4kU1o7nxoL2gczWyw== 0000950131-97-001293.txt : 19970227 0000950131-97-001293.hdr.sgml : 19970227 ACCESSION NUMBER: 0000950131-97-001293 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970224 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970226 SROS: NASD FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19602 FILM NUMBER: 97543586 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 8-K 1 FORM 8-K 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 - ----------------------- ------------------ ----------------------- (State or other juris- (Commission File Number) (IRS Employer diction of incorporation) Identification No.) 450 West Wilson Bridge Road 43085 Worthington, Ohio ------------------------ - ------------------------ (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (614) 846-1800 --------------------- 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. 2 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). 3 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 4 EXHIBIT INDEX Exhibit No. Description of Exhibit ----------- ---------------------- 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). 5 -----END PRIVACY-ENHANCED MESSAGE-----