EXHIBIT 99.5
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This announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares. The Offer is made solely by the Offering
Circular/Prospectus dated January , 1997, and the related Letter of
Transmittal/Form of Election and any amendments or supplements
thereto and is being made to all holders of Barefoot Shares. The
Offer is not being made to (nor will tenders be accepted from
or on behalf of) holders of Barefoot Shares in any
jurisdiction in which the making of the Offer or the
acceptance thereof would not be in compliance with
the laws of such jurisdiction. In any jurisdiction
where the securities, blue sky or other laws
require the Offer to be made by a licensed broker
or dealer, the Offer will be deemed to be made on
behalf of ServiceMaster by the Dealer Managers or
one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction
NOTICE OF OFFER TO ACQUIRE
EACH OUTSTANDING SHARE OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
PURCHASE RIGHTS)
OF
BAREFOOT INC.
BY
SERVICEMASTER LIMITED PARTNERSHIP
FOR, AT THE ELECTION OF THE HOLDER,
(I) $16.00 IN CASH OR (II) A FRACTION OF A SHARE OF SERVICEMASTER LIMITED
PARTNERSHIP
ServiceMaster Limited Partnership, a Delaware limited partnership (
"ServiceMaster"), is offering to acquire each outstanding share of common
stock, par value $0.01 per share (the "Barefoot Shares"), of Barefoot Inc., a
Delaware corporation ("Barefoot"), together with the associated Series A Junior
Participating Preferred Stock Purchase Rights, not already owned by
ServiceMaster, for, at the election of the holder, either: (i) $16.00 in cash,
without any interest thereon (the "Cash Consideration"); or (ii) a fraction
(the "Conversion Fraction") of a validly issued, fully paid and nonassessable
share ("ServiceMaster Share") of limited partnership interest in ServiceMaster,
determined by dividing $16.00 by the greater of (x) $23.00 or (y) the average
(without rounding) of the closing price (the "Average ServiceMaster Share
Price") of ServiceMaster Shares on the New York Stock Exchange ("NYSE") as
reported on the NYSE Composite Tape for the 15 consecutive NYSE trading days
ending on the fifth NYSE trading day immediately preceding the Expiration Date
(as defined in the Offering Circular/Prospectus) and rounding the result to the
nearest one one hundred thousandth of a share (the "Share Consideration" and
collectively with the Cash Consideration, the "Offer Consideration"). Pursuant
to the Offer (as defined below), Barefoot stockholders may elect to receive all
cash or all ServiceMaster Shares or any combination thereof. There is no limit
on the percentage of the Offer Consideration which may be received as cash or
as ServiceMaster Shares. The Offer is made upon the terms and subject to the
conditions set forth in the Offering Circular/Prospectus, dated January ,
1997 (the "Offering Circular/Prospectus"), and in the related Letter of
Transmittal/Form of Election (the "Letter of Transmittal/Form of Election",
together with the Offering Circular/Prospectus, the "Offer"). The purpose of
the Offer is to acquire as many outstanding Barefoot Shares as possible and
thereafter ServiceMaster intends to effect the merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME,
ON , FEBRUARY , 1997, UNLESS EXTENDED.
The Offer is conditioned on a minimum number of the outstanding Barefoot
Shares being tendered for either cash or ServiceMaster Shares pursuant to the
Offer such that, when added to all Barefoot Shares owned by ServiceMaster prior
to consummation of the Offer, ServiceMaster will own at least 75.0% of the
Barefoot Shares which shall be outstanding as of the consummation of the Offer.
ServiceMaster, as of the date hereof, beneficially owns 289,000 Barefoot Shares
or approximately 2.0% of the outstanding Barefoot Shares. The Offer is also
subject to certain other conditions, any or all of which may be waived by
ServiceMaster.
The Offer is being made pursuant to an Acquisition Agreement (the
"Acquisition Agreement") and Plan and Agreement of Merger (the "Merger
Agreement"), both dated as of December 5, 1996, among ServiceMaster,
ServiceMaster Acquisition Corporation ("Merger Sub", a wholly owned subsidiary
of ServiceMaster) and Barefoot, pursuant to which, as promptly as possible
after the completion of the Offer, Merger Sub will be merged with and into
Barefoot (the "Merger"). On the effective date of the Merger, each outstanding
Barefoot Share, other than Barefoot Shares owned by ServiceMaster or any
subsidiary of ServiceMaster and Barefoot Shares which are held by stockholders
exercising appraisal rights pursuant to Section 262 of the Delaware General
Corporation Law, will be converted into and represent the right to receive
$16.00 in cash, without interest thereon (the "Merger Consideration"). The
Acquisition Agreement and the Merger Agreement are more fully described in the
section of the Offering Circular/Prospectus entitled "DESCRIPTION OF
ACQUISITION AGREEMENT AND MERGER AGREEMENT".
ServiceMaster and Barefoot believe that, for United States federal income tax
purposes: (i) the Cash Consideration received by any holder of Barefoot Shares
tendered and accepted by ServiceMaster pursuant to the Offer will be treated as
the receipt of cash in a taxable sale of the Shares, and (ii) for United States
persons who hold Barefoot Shares as a "capital asset" (generally, property held
for investment) within the meaning of Section 1221 of the Internal Revenue Code
("Code"), the exchange of Barefoot Shares for ServiceMaster Shares pursuant to
the Offer as provided for herein will qualify as a tax free contribution of
property to ServiceMaster within the meaning of Section 721 of the Code. The
foregoing is based upon the laws, regulations, rulings and decisions currently
in effect, all of which are subject to change. Barefoot stockholders should
consult their own tax advisors to determine the federal, state, local and other
tax consequences of participating in the Offer or the Merger. Stockholders
should note that no rulings have been or will be sought from the Internal
Revenue Service (the "IRS") with respect to the federal income tax consequences
of the Offer or the Merger, and no assurance can be given that the IRS will not
take contrary positions.
BAREFOOT'S BOARD OF DIRECTORS HAS DETERMINED THAT THE CASH CONSIDERATION
AVAILABLE IN THE OFFER AND THE MERGER CONSIDERATION ARE FAIR TO THE BAREFOOT
STOCKHOLDERS AND IN THEIR BEST INTERESTS. THE BAREFOOT BOARD HAS ALSO
DETERMINED THAT THE SHARE CONSIDERATION WHICH THE STOCKHOLDERS HAVE THE RIGHT
TO CHOOSE AS AN ALTERNATIVE TO RECEIVING $16.00 PER SHARE IN CASH IS FAIR TO
STOCKHOLDERS AND IN THEIR BEST INTERESTS, PROVIDED THAT THE BAREFOOT BOARD
EXPRESSES NO OPINION AS TO THE FAIRNESS OF THE SHARE CONSIDERATION IF THE
AVERAGE SERVICEMASTER SHARE PRICE TURNS OUT TO BE LESS THAN $23.00. SUBJECT TO
THIS PROVISO, THE BAREFOOT BOARD HAS CONCLUDED THAT THE OFFER AND THE MERGER
ARE IN THE BEST INTERESTS OF BAREFOOT AND ITS STOCKHOLDERS AND THAT SUCH
TRANSACTIONS ARE FAIR TO THE STOCKHOLDERS OF BAREFOOT, AND IT RECOMMENDS THAT
BAREFOOT STOCKHOLDERS ACCEPT THE OFFER, TENDER THEIR SHARES PURSUANT TO THE
OFFER AND, IF REQUIRED BY APPLICABLE LAW, APPROVE AND ADOPT THE MERGER
AGREEMENT.
Because the market price for ServiceMaster Shares will fluctuate, the market
price for the fraction of a ServiceMaster Share issuable in exchange for each
Share at any time on or after the Closing Date is likely to be higher or lower
than $16.00. Each Barefoot stockholder has the right to decide whether to
receive ServiceMaster Shares or cash in the Offer. Factors a Barefoot
stockholder may wish to consider in connection with such decision
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include: the value to the Barefoot stockholder of the ability to defer
recognition of any capital gain for federal income tax purposes by electing to
receive ServiceMaster Shares; the inclination of such stockholder to continue
to hold the ServiceMaster Shares received in the Offer (since a capital gain
tax may be imposed when the ServiceMaster Shares are sold); the stockholder's
willingness to assume the risk inherent in holding ServiceMaster equity
securities with a view to possibly realizing future gains (as to which no
assurance can be given); and the stockholder's evaluation of the attractiveness
of alternative investments which the stockholder would be able to make with the
net after-tax proceeds which the stockholder would receive if the stockholder
elected to receive the Cash Consideration. A stockholder who would be subject
to little or no tax upon the disposition of Shares will likely give little or
no weight to the tax related factors identified above and may accordingly
evaluate the relative attractiveness of the Share Consideration and Cash
Consideration differently from a stockholder who is in a taxable situation. The
foregoing does not purport to be a complete list of all of the factors which
may be relevant to a stockholder's decision to receive cash or ServiceMaster
Shares.
In addition, if, and to the extent, the Average ServiceMaster Share Price
should turn out to be below $23.00, the risk that the market value on the
Closing Date of the Share Consideration will be less than the $16.00 Cash
Consideration available to Barefoot stockholders would increase. ServiceMaster
will issue a press release and file an amendment to its Schedule 14D-1 with the
SEC promptly after the Average ServiceMaster Share Price is determined
disclosing the amount of that price. Since Barefoot stockholders have the
ability to switch their elections between Share Consideration and Cash
Consideration until midnight on the Expiration Date of the Offer, Barefoot
stockholders should review this ServiceMaster announcement so that their final
election can take into account the Average ServiceMaster Share Price as well as
the market price for ServiceMaster Shares on or near the Expiration Date.
Patrick J. Norton (Barefoot's Chief Executive Officer) has advised
ServiceMaster that it is his present intention to tender all of his Barefoot
Shares (which represent approximately 9.5% of all outstanding Barefoot Shares)
and to elect the Share Consideration for substantially all of such tendered
Shares. Mr. Norton's action is not intended to constitute advice or a
recommendation as to whether or not any stockholder should tender or how any
other Barefoot stockholder should choose between the Cash Consideration and
Share Consideration alternatives.
NEITHER BAREFOOT NOR SERVICEMASTER MAKES ANY RECOMMENDATION AS TO WHETHER
STOCKHOLDERS SHOULD ELECT TO RECEIVE THE CASH CONSIDERATION OR THE SHARE
CONSIDERATION PURSUANT TO THE OFFER. EACH BAREFOOT STOCKHOLDER MUST MAKE THEIR
OWN DECISION WITH RESPECT TO SUCH ELECTION.
On December 4, 1996, the last full trading day prior to the announcement by
ServiceMaster and Barefoot that they had entered into the Acquisition
Agreement, the closing price of ServiceMaster Shares as reported by the NYSE
Composite Tape, was $24.625 per ServiceMaster Share and the closing price of
the Barefoot Shares, as reported on the Nasdaq National Market, was $12.75 per
Barefoot Share. The closing prices of ServiceMaster Shares and the Barefoot
Shares on January 15, 1997, the most recent date prior to the printing of this
Summary Advertisement, as reported by the NYSE Composite Tape and the Nasdaq
National Market, respectively, were $26.125 per ServiceMaster Share and $15.75
per Barefoot Share, respectively. STOCKHOLDERS ARE URGED TO OBTAIN CURRENT
MARKET QUOTATIONS.
For purposes of the Offer, ServiceMaster will be deemed to have accepted for
payment and/or exchange Barefoot Shares validly tendered and not withdrawn as,
if and when ServiceMaster gives oral or written notice to Harris Trust Company
of New York (the "Exchange Agent") of its acceptance for payment and/or
exchange of such Barefoot Shares pursuant to the Offer. Payment for, or
exchange of, Barefoot Shares accepted for payment or exchange pursuant to the
Offer will be made by deposit of the Cash Consideration or certificates
representing ServiceMaster Shares therefore with the Exchange Agent, which will
act as agent for the tendering stockholders for the purpose of receiving
payments or share certificates from ServiceMaster and transmitting such
payments or certificates to the tendering stockholders. UNDER NO CIRCUMSTANCES
WILL INTEREST ON THE PAYMENT OF THE CASH CONSIDERATION FOR BAREFOOT SHARES BE
PAID, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
In all cases, payment for and/or exchange of Barefoot Shares tendered and
accepted pursuant to the Offer will be made only after timely receipt by the
Exchange Agent of (i) certificates for such Barefoot Shares or timely
confirmation of the book-entry transfer of such Barefoot Shares into the
Exchange Agent's account at The Depository Trust Company or the Philadelphia
Depository Trust Company (each a "Book-Entry Transfer Facility") pursuant to
the procedures set forth in the section of the Offering Circular/Prospectus
entitled "THE OFFER--Procedures for Tendering Shares," (ii) the Letter of
Transmittal/Form of Election, properly completed and duly executed, with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message (as defined in the section of the Offering Circular/Prospectus
entitled "THE OFFER--Procedures for Tendering Shares")) and (iii) any other
documents required by such Letter of Transmittal/Form of Election.
Subject to the terms of the Acquisition Agreement, the Merger Agreement and
the applicable rules and regulations of the Securities and Exchange Commission,
ServiceMaster expressly reserves the right, in its sole discretion, at any time
or from time to time, to extend the period of time during which the Offer is
open by giving oral or written notice of such extension to the Exchange Agent.
Any such extension will also be publicly announced by press release issued no
later than 9:00 A.M., New York City time, on the next business day after the
previously scheduled expiration date of the Offer.
Tenders of Barefoot Shares made pursuant to the Offer are irrevocable except
that Barefoot Shares tendered pursuant to the Offer may be withdrawn at any
time prior to the expiration of the Offer and, unless theretofore accepted for
payment by ServiceMaster pursuant to the Offer, may also be withdrawn at any
time after , 1997.
For a withdrawal to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Exchange Agent
at one of its addresses set forth on the back cover of the Offering
Circular/Prospectus. Any such notice of withdrawal must specify the name of the
person having tendered the Barefoot Shares to be withdrawn, the number of
Barefoot Shares to be withdrawn and the names in which the certificate(s)
evidencing the Barefoot Shares to be withdrawn are registered, if different
from that of the person who tendered such Barefoot Shares. If certificates for
Barefoot Shares to be withdrawn have been delivered or otherwise identified to
the Exchange Agent, then prior to the physical release of such certificates,
the certificate numbers of the particular certificates evidencing the Barefoot
Shares to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution (as defined in the section of the
Offering Circular/Prospectus entitled "THE OFFER--Procedure for Tendering
Shares"), except in the case of Barefoot Shares tendered for the account of an
Eligible Institution, must also be furnished to the Exchange Agent as described
above. If Barefoot Shares have been tendered pursuant to the procedures for
book-entry transfer as set forth in the section of the Offering
Circular/Prospectus entitled "THE OFFER--Procedures for Tendering Shares," any
notice of withdrawal must also specify the name and number of the account at
the appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Barefoot Shares. All Barefoot Shares properly withdrawn will be deemed to be
not validly tendered for the purposes of the Offer. However, withdrawn Barefoot
Shares may be retendered by again following one of the procedures described in
the section of the Offering Circular/Prospectus entitled "THE OFFER--Procedures
for Tendering Shares" at any time prior to the Expiration Date.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offering Circular/Prospectus and is
incorporated herein by reference.
Barefoot has provided ServiceMaster with Barefoot's stockholder list and
security position listings for the purpose of disseminating the Offer to
holders of Barefoot Shares. The Offering Circular/Prospectus and the Letter of
Transmittal/Form of Election and, if required, other relevant materials, will
be mailed by ServiceMaster to record holders of Barefoot Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on Barefoot's
stockholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Barefoot Shares.
THE OFFERING CIRCULAR/PROSPECTUS AND LETTER OF TRANSMITTAL/FORM OF ELECTION
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
Questions and requests for assistance may be directed to the Information
Agent or to the Dealer Managers at their respective addresses and telephone
numbers set forth below. Requests for additional copies of the Offering
Circular/Prospectus, the Letter of Transmittal/Form of Election and other
tender offer materials may be directed to the Information Agent or to brokers,
dealers, commercial banks or trust companies. All questions as to the form and
validity (including time of receipt) of any notice of withdrawal will be
determined by ServiceMaster, in its sole discretion, which determination shall
be final and binding.
THE INFORMATION AGENT FOR THE OFFER IS:
D. F. KING & CO., INC.
77 WATER STREET
NEW YORK, NEW YORK 10005
TOLL FREE (800) 848-3410
THE DEALER MANAGERS FOR THE OFFER ARE:
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
(212) 902-1000