Exhibit 99.1
LETTER OF TRANSMITTAL/
FORM OF ELECTION
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
PURCHASE RIGHTS)
OF
BAREFOOT INC.
PURSUANT TO THE OFFERING CIRCULAR/PROSPECTUS DATED JANUARY , 1997
BY
SERVICEMASTER LIMITED PARTNERSHIP
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON , FEBRUARY , 1997, UNLESS EXTENDED.
The Exchange Agent for the Offer is
HARRIS TRUST COMPANY OF NEW YORK
By Mail: By Hand: By Overnight Courier:
Harris Trust Company ofHarris Trust Company of New York
New York Harris Trust Company of
Receive Window New York
Wall Street Station 5th Floor 4th Floor
P.O. Box 1023 77 Water Street 77 Water Street
New York, New York 10268- New York, New York New York, New York
1023 10005
This Letter of Transmittal/Form of Election is to be completed by holders of
shares of common stock, par value $.01 per share (the "Barefoot Shares"), of
Barefoot Inc., a Delaware corporation ("Barefoot"), if certificates
representing Barefoot Shares, including the associated Series A Junior
Participating Preferred Stock Purchase Rights ("Certificate(s)") are to be
forwarded herewith. Holders of Barefoot Shares whose certificates are not
immediately available, or who are unable to deliver their certificates or a
confirmation of a book-entry transfer of their Barefoot Shares into the
Exchange Agent's account at a Book-Entry Transfer Facility (a "Book Entry
Confirmation") and all other documents required by this Letter of
Transmittal/Form of Election to the Exchange Agent on or prior to the
Expiration Date (as defined in the section of the Offering Circular/Prospectus
entitled "The OFFER--Terms of the Offer"), must tender their Barefoot Shares
according to the guaranteed delivery procedure set forth in the section of the
Offering Circular/Prospectus entitled "The OFFER--Procedures for Tendering
Shares." See Instruction B.
Facsimile copies of this Letter of Transmittal/Form of Election will not be
accepted. This Letter of Transmittal/Form of Election, Certificates and any
other required documents should be sent by each holder of Barefoot Shares to
the Exchange Agent at one of the addresses set forth above.
Delivery of this Letter of Transmittal/Form of Election to an address other
than as set forth above will not constitute a valid delivery.
If you have any questions regarding this Letter of Transmittal/Form of
Election, please call the Exchange Agent collect at (212) 701-7624.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
In connection with the offer by ServiceMaster Limited Partnership
("ServiceMaster") to acquire each outstanding share ("Barefoot Share") of
common stock, par value $0.01 per share, of Barefoot Inc. ("Barefoot"), a
Delaware corporation, together with the associated Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") not already owned
by ServiceMaster, the undersigned hereby submits the Certificates evidencing
Barefoot Shares referred to below and directs (the "Election") that each such
Barefoot Share be exchanged for (i) $16.00 in cash, without any interest
thereon (the "Cash Consideration") pursuant to a "Cash Election"; 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 and rounding the result to the nearest one one-
hundred thousandth of a share (the "Share Consideration") pursuant to a "Share
Election." It is understood that a tender of Barefoot Shares is subject to (i)
the terms, conditions and limitations set forth in the Offering
Circular/Prospectus, dated January , 1997, receipt of which is hereby
acknowledged by the undersigned, (ii) the terms of the Acquisition Agreement,
dated as of December 5, 1996 (the "Acquisition Agreement"), attached as Annex
A-I to the Offering Circular/Prospectus and (iii) the accompanying
instructions. The undersigned understands that tenders of Barefoot Shares
pursuant to any of the procedures described below or in the Offering
Circular/Prospectus will constitute the undersigned's acceptance of the terms
and conditions described herein. Unless the Barefoot Shares tendered with this
Letter of Transmittal/Form of Election have been properly withdrawn in
accordance with the instructions found below and in the Offering
Circular/Prospectus, ServiceMaster's acceptance of Barefoot Shares delivered
pursuant to this Form of Election/Letter of Transmittal will constitute a
binding agreement between the undersigned and ServiceMaster upon the terms and
subject to the conditions of (i), (ii) and (iii) listed above. The Offering
Circular/Prospectus and this Letter of Transmittal/Form of Election together
form, and are referred to herein as, the "Offer."
Capitalized terms used but not defined herein shall have the meanings set
forth in the Offering Circular/Prospectus.
Unless Rights certificates are issued, a tender of Barefoot Shares pursuant
to the Offer will constitute a tender of the associated Rights evidenced by
the certificates for such Barefoot Shares. All references to Barefoot Shares
shall include the associated Rights.
NONE OF SERVICEMASTER, BAREFOOT, THE BAREFOOT BOARD OF DIRECTORS OR THE
SERVICEMASTER BOARD OF DIRECTORS 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.
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
the Certificates listed below and to receive on behalf of the undersigned, in
exchange for the Barefoot Shares represented thereby, any check for the cash
or any certificate for the ServiceMaster Shares issuable pursuant to the
Offer.
The undersigned represents and warrants that the undersigned has full power
and authority to surrender the Certificate(s) surrendered herewith or covered
by a guarantee of delivery, free and clear of any liens, claims, charges or
encumbrances whatsoever. The undersigned understands and acknowledges that the
method of delivery of the Certificate(s) and all other required documents is
at the option and risk of the undersigned and that the risk of loss of such
Certificate(s) shall pass only after the Exchange Agent has actually received
the
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Certificate(s). All questions as to the validity, form and eligibility of any
Election and surrender of Certificates hereunder shall be determined by
ServiceMaster (which may delegate such authority in whole or in part to the
Exchange Agent), and such determination shall be final and binding. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Exchange Agent or ServiceMaster to be necessary or desirable to
complete the sale, assignment, transfer, cancellation and retirement of the
Barefoot Shares delivered herewith. No authority hereby conferred or agreed to
be conferred hereby shall be affected by, and all such authority shall
survive, the death or incapacity of the undersigned. All obligations of the
undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
By executing this Letter of Transmittal/Form of Election, the undersigned
irrevocably appoints designees of ServiceMaster as the undersigned's
attorneys-in-fact and proxies, each with full power of substitution, to the
full extent of the undersigned's rights with respect to the Barefoot Shares
tendered by the undersigned and accepted for payment by ServiceMaster (and any
and all other Barefoot Shares or other securities issued or issuable in
respect of such Tendered Shares on or after the date of the Acquisition
Agreement). All such proxies shall be considered coupled with an interest in
the Tendered Shares. This appointment will be effective when, and only to the
extent that, ServiceMaster accepts Barefoot Shares for payment. Upon
acceptance for payment, all prior proxies given by the undersigned with
respect to the Barefoot Shares or other securities will, without further
action, be revoked, and no subsequent proxies may be given nor any subsequent
written consent executed by the undersigned (and, if given or executed, will
not be deemed to be effective) with respect thereto. The designees of
ServiceMaster will, with respect to the Barefoot Shares and other securities,
be empowered to exercise all voting and other rights of the undersigned as
they in their sole discretion may deem proper at any annual, special or
adjourned meeting of Barefoot's stockholders, by written consent or otherwise.
ServiceMaster reserves the right to require that, in order for Barefoot Shares
to be deemed validly tendered, immediately upon ServiceMaster's acceptance for
payment of such Barefoot Shares, ServiceMaster must be able to exercise full
voting and other rights of a record and beneficial holder, including rights in
respect of acting by written consent, with respect to such Barefoot Shares.
The undersigned understands that, in lieu of any fractional ServiceMaster
Share, ServiceMaster will pay to each former stockholder of Barefoot who
otherwise would be entitled to receive a fractional ServiceMaster Share an
amount in cash determined by multiplying (i) the greater of $23.00 or the
Average ServiceMaster Share Price by (ii) the fractional interest in a
ServiceMaster Share to which such holder would otherwise be entitled.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue any check and register any certificate for
ServiceMaster Shares in the name of the registered holder(s) of the Barefoot
Shares appearing below. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any check and any
certificate for ServiceMaster Shares to the registered holder(s) of the
Barefoot Shares at the addresses of the registered holder(s) appearing below
under the box entitled "Certificates Surrendered." In the event that the box
entitled "Special Payment Instructions" and the box entitled "Special Delivery
Instructions" both are completed, please issue any check and any certificate
for ServiceMaster Shares in the name(s) of, and mail such check and such
certificate to, the person(s) so indicated.
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Enclosed are the following Certificates representing Barefoot Shares, which
are tendered pursuant to the Offer:
BOX A: CERTIFICATES SURRENDERED
Please list in Box A all the Certificates that you are tendering regardless
of which Election you make. If there is not enough space below to list all of
your Certificates, please attach a separate sheet. Use Box B to specify how
many shares, if any, are covered by each Election. A separate Letter of
Transmittal/Form of Election should be submitted for shares registered in
different names (see General Instruction H-2).
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NAME(S) AND ADDRESS OF REGISTERED HOLDER(S)
(PLEASE FILL IN OR MAKE CORRECTIONS NEEDED IF LABEL IS CERTIFICATES
AFFIXED) ENCLOSED
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NUMBER OF
CERTIFICATE BAREFOOT NUMBER OF BAREFOOT
NUMBER(S) SHARES SHARES TENDERED*
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TOTAL TOTAL
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*Unless otherwise indicated, it will be assumed that all Barefoot Shares
being delivered to the Exchange Agent are being tendered.
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BOX B: ELECTION FORM
PLEASE READ CAREFULLY INSTRUCTIONS A THROUGH G
PRIOR TO COMPLETING THIS FORM.
CHECK ONLY ONE OF THE BOXES BELOW. You may make a Cash Election or a Share
Election as to any Barefoot Share or combination of Barefoot Shares that you
hold. If you wish to make multiple elections, check the "Multiple Election" box
below and indicate in the space provided below the number of Barefoot Shares
represented by the Certificate(s) submitted for which a Cash Election or a
Share Election is being made. IF YOU FAIL TO MAKE AN EFFECTIVE ELECTION, YOU
WILL BE DEEMED TO HAVE MADE A CASH ELECTION.
[_] The CASH ELECTION ($16.00 in cash per share) is made as to all of the
Barefoot Shares represented by the Certificate(s) submitted with this
Letter of Transmittal/Form of Election.
[_] The SHARE ELECTION (The fraction of a ServiceMaster Share per Barefoot
Share determined by dividing $16.00 by the greater of (i) $23.00 or (ii)
the Average ServiceMaster Share Price) is made as to all of the Barefoot
Shares represented by the Certificate(s) submitted with this Letter of
Transmittal/Form of Election.
[_] Multiple Elections are made as to the Barefoot Shares represented by
the Certificate(s) submitted with this Letter of Transmittal/Form of
Election, in the following proportions:
NUMBER OF SHARES AS NUMBER OF SHARES AS
TO WHICH A CASH TO WHICH A SHARE
ELECTION IS MADE ELECTION IS MADE
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If a Multiple Election has been made, the total number of Barefoot Shares
subject to the Multiple Election must equal the total number of Barefoot Shares
being tendered hereby as reflected in Box A.
For information as to certain Federal income tax consequences of an Election,
see the section of the Offering Circular/Prospectus entitled "CERTAIN FEDERAL
INCOME TAX CONSEQUENCES".
NOTE: IF YOU HAVE SUBMITTED A NOTICE OF GUARANTEED DELIVERY FOR THE BAREFOOT
SHARES DELIVERED WITH THIS LETTER OF TRANSMITTAL/FORM OF ELECTION AND THE OFFER
HAS EXPIRED PRIOR TO DELIVERY HEREOF, THEN THE ELECTION MADE IN SUCH NOTICE OF
GUARANTEED DELIVERY MAY NOT BE CHANGED BY THIS LETTER OF TRANSMITTAL /FORM OF
ELECTION.
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Except as otherwise requested in the "Special Payment Instructions" or the
"Special Delivery Instructions" boxes below, the undersigned requests that the
check for any cash payment and the certificate for any ServiceMaster Shares to
which the undersigned is entitled be made payable to the order of and
registered in the name of, and be delivered to, the registered holder(s) set
forth in Box A above at the address set forth in Box A above.
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BOX C: SPECIAL PAYMENT INSTRUCTIONS
Fill in ONLY if the check and/or certificate(s) are to be issued in a name
OTHER than the name appearing in Box A above. (If this Box C is filled in,
then unless otherwise indicated in Box D, any check or certificates issued in
exchange for Barefoot Shares will be mailed to the address indicated in this
Box C.)
Issue check and/or certificates to:
Name: ___________________________________________________
(PLEASE PRINT)
Address: ________________________________________________
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(ZIP CODE)
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SOCIAL SECURITY OR TAXPAYER IDENTIFICATION NUMBER OF PERSON NAMED ABOVE
BOX D: SPECIAL DELIVERY INSTRUCTIONS
Fill in ONLY if the check and/or certificate(s) are to be sent to an
address OTHER than the address appearing in Box A above, or if Box C is
filled in, to an address OTHER than the address appearing in Box C.
Mail check and/or certificates to:
Name: ___________________________________________________
(PLEASE PRINT)
Address: ________________________________________________
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(ZIP CODE)
BOX E: GUARANTEE OF DELIVERY
[_] CHECK THIS BOX IF THE BAREFOOT SHARES WHICH ARE THE SUBJECT OF THIS
LETTER OF TRANSMITTAL/FORM OF ELECTION HAVE BEEN PREVIOUSLY TENDERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY ENDORSED BY AN ELIGIBLE INSTITUTION.
Name of Registered Holder: ___________________________________________________
Name of Eligible Institution Guaranteeing Delivery: __________________________
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SIGNATURES
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STOCKHOLDERS SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9)
Dated: _____________, 1997
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) or by persons authorized to become registered holders by
certificates and documents transmitted herewith. If signature is by an
officer of a corporation, attorney-in-fact, executor, administrator, trustee,
guardian or other persons acting in a fiduciary or representative capacity,
please set forth full title and see General Instructions H-2, 4 and 5.)
Names ________________________________________________________________________
(Please Print)
Capacity (full title) ________________________________________________________
Address ______________________________________________________________________
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(Zip Code)
Area Code and
Tel. No. _____________________________________________________________________
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(Tax Identification or Social Security No.)
(Also complete Substitute Form W-9 below)
GUARANTEE OF SIGNATURES
(IF REQUIRED--SEE GENERAL INSTRUCTIONS H-3 AND H-4)
Authorized Signature of
Guarantor's Representative ___________________________________________________
Name _________________________________________________________________________
(Please Print)
Name of Firm _________________________________________________________________
Address ______________________________________________________________________
(Zip Code)
Area Code and
Tel. No. _____________________________________________________________________
Dated: _____________, 1997
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PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
SUBSTITUTE
PART 1--PLEASE Social security number(s) or IRS
PROVIDE YOUR TIN IN Identification Number(s)
THE BOX AT RIGHT AND
CERTIFY BY SIGNING
AND DATING BELOW.
FORM W-9
DEPARTMENT --------------------------
OF THE (If awaiting TIN write "Applied For")
TREASURY
INTERNAL ----------------------------------------------------------------
REVENUE
SERVICE PART 2--Certificates--Under penalties of perjury, I certify
that:
PAYER'S (1) The number shown on this form is my correct taxpayer
REQUEST FOR identification number (or I am waiting for a number to be
TAXPAYER issued for me), and
IDENTIFICATION (2) I am not subject to backup withholding because: (a) I am
NUMBER exempt from backup withholding, or (b) I have not been
("TIN") notified by the Internal Revenue Service (IRS) that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
CERTIFICATION INSTRUCTIONS--You must cross out item (2)
above if you have been notified by the IRS that you are
currently subject to backup withholding because of under
reporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 3 OF THE SUBSTITUTE FORM W-9.
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PART 3--
SIGNATURE DATE
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
Awaiting
TIN ^ [_]
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all payments made to me thereafter will be withheld
until I provide a number.
Signature ___________________________________________ Date _________________
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INSTRUCTIONS FOR COMPLETION OF LETTER OF TRANSMITTAL/FORM OF ELECTION
This Letter of Transmittal/Form of Election should be properly filled in,
dated, signed and delivered, together with the Certificates representing the
Barefoot Shares currently held by you, to the Exchange Agent.
This Letter of Transmittal/Form of Election and the Election you make herein,
are subject to the terms and conditions set forth herein, in the Offering
Circular/Prospectus which has been enclosed herewith and in the Acquisition
Agreement which is attached as Annex A-I thereto.
EACH HOLDER OF BAREFOOT SHARES IS STRONGLY ENCOURAGED TO READ THE OFFERING
CIRCULAR/PROSPECTUS IN ITS ENTIRETY AND TO DISCUSS THE CONTENTS THEREOF AND
THIS LETTER OF TRANSMITTAL/FORM OF ELECTION WITH HIS OR HER FINANCIAL AND TAX
ADVISORS PRIOR TO DECIDING UPON AN ELECTION.
A. ELECTIONS
This Letter of Transmittal/Form of Election provides for your Election as to
the form of consideration to be received by you in exchange for your Barefoot
Shares. At your direction, subject to the terms and conditions set forth in
this Letter of Transmittal/Form of Election and in the Offering
Circular/Prospectus, each Barefoot Share will be converted into either:
. $16.00 in cash (the "Cash Consideration") pursuant to a "CASH ELECTION;"
or
. The fraction of a ServiceMaster Share determined by dividing $16.00 by
the greater of (i) $23.00 or (ii) the Average ServiceMaster Share Price
(the "Share Consideration") pursuant to a "SHARE ELECTION".
You may make a Cash Election or a Share Election as to any Barefoot Share or
combination of Barefoot Shares that you hold.
If you have previously submitted a Notice of Guaranteed Delivery for the
Barefoot Shares which are the subject of this Letter of Transmittal/Form of
Election and the Offer has expired, then the election made in such Notice of
Guaranteed Delivery may not be changed by this Letter of Transmittal/Form of
Election.
B. TIME IN WHICH TO MAKE A TENDER AND AN ELECTION
In order for a tender of Barefoot Shares and an Election to be effective, the
Exchange Agent must receive a properly completed and executed Letter of
Transmittal/Form of Election, accompanied by all Certificates (or a proper
Guarantee of Delivery, as described below), NO LATER THAN 12:00 MIDNIGHT NEW
YORK CITY TIME ON THE EXPIRATION DATE. HOLDERS WHOSE LETTER OF TRANSMITTAL/FORM
OF ELECTION (OR GUARANTEE OF DELIVERY) DOES NOT CONTAIN A PROPERLY COMPLETED
ELECTION WILL BE DEEMED TO HAVE MADE A CASH ELECTION.
If your Certificates are not immediately available, you may also make an
effective tender of Barefoot Shares if all of the following guaranteed delivery
procedures are satisfied:
(i) such tender is made by or through a member in good standing of the
Securities Transfer Agents Medallion Program, the New York Stock Exchange,
Inc. Medallion Signature Program or the Stock Exchanges' Medallion Program
(an "Eligible Institution"), such as a commercial bank or trust company or
a broker or dealer that is a member of the National Association of
Securities Dealers, Inc., or by a member of the National Association of
Securities Dealers, Inc.;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, in the form enclosed herewith, is received by the Exchange Agent
no later than 12:00 midnight, New York City time on the Expiration Date;
and
(iii) the Certificates guaranteed by the Notice of Guaranteed Delivery
(in proper form for transfer in accordance with General Instructions 3 and
4 below) (or a Book-Entry Confirmation) together with a Letter of
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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) are received by the Exchange Agent within
three Nasdaq National Market trading days after the execution of the Notice
of Guaranteed Delivery.
The Notice of Guaranteed Delivery must include an endorsement by an Eligible
Institution in the form set forth in such Notice of Guaranteed Delivery.
C. FAILURE TO MAKE AN EFFECTIVE ELECTION
If you fail to make an effective Election, or if your Election is deemed by
ServiceMaster to be defective in any way, you will be deemed to have made a
Cash Election.
D. BAREFOOT SHARES AS TO WHICH AN ELECTION IS MADE
You may make a CASH ELECTION or a SHARE ELECTION with respect to all or any
portion of your Barefoot Shares by checking the appropriate box and, in the
case of multiple elections, listing the number of shares with which you wish to
make a specific Election, in the appropriate column on the Election Form (Box
B) contained herein. If there is insufficient space to list all of your
Certificates being submitted to the Exchange Agent or to respond to any other
request for information, please attach a separate sheet.
E. SPECIAL CONDITIONS
1. Change of Election
You may change any Election or revoke or change any other instruction in this
Letter of Transmittal/Form of Election only by written notice, signed and dated
by you, to the Exchange Agent. Such written notice must identify the name of
the holder of record of the Barefoot Shares subject to such notice and the
Certificate number shown on the Certificate(s) representing such Barefoot
Shares. The written notice must be received by the Exchange Agent prior to
12:00 midnight, New York City time on the Expiration Date.
2. Withdrawal of Tendered Barefoot Shares
Barefoot Shares tendered pursuant to the Offer may be withdrawn only by a
written, telegraphic or facsimile transmission notice of withdrawal, signed by
you and received by the Exchange Agent by 12:00 midnight, New York City time on
the Expiration Date. Any such notice of withdrawal must specify the name of the
person who tendered the Barefoot Shares to be withdrawn, the number of Barefoot
Shares to be withdrawn and the name of the registered holder, if different from
that of the person who tendered such Barefoot Shares. If Certificates for
Barefoot Shares have been delivered or otherwise identified to the Exchange
Agent, then, prior to the 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, 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, 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. If you withdraw
your tender of Barefoot Shares in accordance with these procedures, the
Certificate(s) for your Barefoot Shares shall be promptly returned to you.
3. Shares Held by Nominees, Trustees or other Representatives
Holders of record of Barefoot Shares who hold such Barefoot Shares as
nominees, trustees or in other representative or fiduciary capacities (each a
"Representative") may submit one or more Letters of Transmittal/Forms of
Election covering the aggregate number of Barefoot Shares held by such
Representative for the beneficial owners for whom the Representative is making
an Election. Any Representative who makes an
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Election may be required to provide the Exchange Agent with such documents
and/or additional certifications, if requested, in order to satisfy the
Exchange Agent that such Representative holds such Barefoot Shares for a
particular beneficial owner of such shares.
F. NO FRACTIONAL SERVICEMASTER SHARES
The undersigned understands that in lieu of the issuance of any fractional
ServiceMaster Share pursuant to the Offer, ServiceMaster will pay to each
former stockholder of Barefoot who otherwise would be entitled to receive a
fractional ServiceMaster Share an amount in cash determined by multiplying (i)
the greater of $23.00 or the Average ServiceMaster Share Price by (ii) the
fractional interest in a ServiceMaster Share to which such holder would
otherwise be entitled.
G. PARTIAL TENDERS
If fewer than all of the Barefoot Shares evidenced by the Certificates
submitted are to be tendered, fill in the number of Barefoot Shares that are to
be tendered in Box A entitled "Certificates Surrendered." In such case, as soon
as practicable after the Expiration Date, new certificates for the remainder of
the Barefoot Shares that were evidenced by your old Certificates will be sent
to you, unless otherwise provided in Box C or D on this Letter of
Transmittal/Form of Election. ALL BAREFOOT SHARES REPRESENTED BY CERTIFICATES
DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS
OTHERWISE INDICATED.
H. GENERAL INSTRUCTIONS
1. Execution and Delivery of Letter of Transmittal/Form of Election and
Certificates.
This Letter of Transmittal/Form of Election, or a photocopy of it, should be
properly completed, dated and signed, and should be delivered, together with
your Certificate(s) representing your Barefoot Shares (or a properly completed
Notice of Guaranteed Delivery) to the Exchange Agent at the appropriate address
set forth on the cover page to this Letter of Transmittal/Form of Election.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL/FORM OF ELECTION, THE
CERTIFICATES FOR BAREFOOT SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED FOR SUCH DOCUMENTS
TO REACH THE EXCHANGE AGENT. EXCEPT AS OTHERWISE PROVIDED, DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT.
No alternative, conditional or contingent tenders will be accepted. All
tendering stockholders, by execution of this Letter of Transmittal/Form of
Election, waive any right to receive any notice of the acceptance of their
Barefoot Shares for payment.
2. Signatures.
The signature (or signatures, in the case of Certificate(s) owned by two or
more joint holders) on this Letter of Transmittal/Form of Election must
correspond exactly to the name as written on the face of the Certificate(s)
sent to the Exchange Agent, unless the Barefoot Shares have been transferred by
the holder of record. If there has been any such transfer, the signatures on
this Letter of Transmittal/Form of Election should be signed in exactly the
same form as the name of the last transferee indicated on the accompanying
stock powers attached to or endorsed on the Certificate(s) (see General
Instruction 4 below).
If Barefoot Shares are registered in different names on several Certificates,
it will be necessary to complete, sign and submit a separate Letter of
Transmittal/Form of Election for each different registration of Certificates.
For example, if some Certificates are registered solely in your name, some are
registered solely in your spouse's name and some are registered jointly in the
name of you and your spouse, three separate Letters of Transmittal/Forms of
Election should be submitted.
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3. Checks and/or Certificates in Same Name.
If checks in payment of any cash and/or any new share certificates are to be
payable to the order of and/or registered in exactly the same name as inscribed
on the surrendered Certificate(s) (representing Barefoot Shares), you will not
be required to endorse the old Certificates or make payment for transfer taxes
or have your signature guaranteed. For corrections in name or changes in name
not involving changes in ownership, see General Instruction 4(d).
4. Checks and/or Certificates in Different Names.
(IGNORE THIS INSTRUCTION 4 IF THE FIRST SENTENCE OF INSTRUCTION 3 APPLIES)
If checks in payment of any cash and/or any new share certificates are to be
payable to the order and/or registered in a different name from exactly the
registered name inscribed on the surrendered Certificate(s) (representing
Barefoot Shares), please follow these instructions:
(a) Endorsement and Stock Transfer Guarantee. The Certificate(s) surrendered
must be properly endorsed or accompanied by appropriate stock power(s) properly
executed by the record holder of such Certificate(s) to the person who is to
receive the check or certificate representing ServiceMaster Shares. The
signature of the record holder on the endorsement(s) or stock power(s) must
correspond with the name that appears on the face of the Certificate(s) in
every particular and must be guaranteed by an Eligible Institution. If this
General Instruction 4 applies, please check with your financial institution or
brokerage firm immediately to determine whether it is an Eligible Institution
or will need to help you locate an Eligible Institution. The criteria to
identify Eligible Institutions are set forth in Instruction B. NOTARIES PUBLIC
CANNOT EXECUTE ACCEPTABLE GUARANTEES OF SIGNATURES.
(b) Transferee's Signature. If a certificate has previously been properly
transferred but the transfer has not yet been recorded on the books of
Barefoot, this Letter of Transmittal/Form of Election must be signed by the
transferee or by his agent and should not be signed by the transferor. The
signature of such transferee or agent on this Letter of Transmittal/Form of
Election must be guaranteed by an Eligible Institution.
(c) Transfer Taxes. In the event that any transfer or other tax becomes
payable by reason of the issuance of a check in payment of any Cash
Consideration and/or the issuance of any share certificates representing
ServiceMaster Shares in any name other than that of the record holder, the
transferee or assignee must pay such tax to the Exchange Agent or must
establish to the satisfaction of the Exchange Agent that such tax has been
paid. You should consult your own tax advisor as to any possible tax
consequences resulting from the issuance of shares or cash in a name different
from that of the holder of record of the surrendered Certificate.
(d) Correction of or Change in Name. For a correction in name which does not
involve a change in ownership, the surrendered Certificate(s) should be
appropriately endorsed; for example, "John A. Doe, incorrectly inscribed as
John B. Doe," with the signature guaranteed by an Eligible Institution. For a
change in name by marriage, etc., the surrendered Certificate(s) should be
appropriately endorsed; for example, "Mary Doe, now by marriage Mrs. Mary
Jones," with the signature guaranteed by an Eligible Institution.
5. Supporting Evidence.
If this Letter of Transmittal/Form of Election or any certificate or stock
power is signed by a trustee, executor, administrator, guardian, attorney-in-
fact, agent, officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to ServiceMaster of such person's authority to so
act must be submitted.
6. Notice of Defects; Resolution of Disputes.
NONE OF SERVICEMASTER, BAREFOOT AND THE EXCHANGE AGENT WILL BE UNDER ANY
OBLIGATION TO NOTIFY YOU OR ANYONE ELSE THAT THE EXCHANGE AGENT HAS NOT
RECEIVED A PROPERLY COMPLETED LETTER OF TRANSMITTAL/FORM OF ELECTION OR THAT
THE LETTER OF TRANSMITTAL/FORM OF ELECTION SUBMITTED BY YOU IS DEFECTIVE IN ANY
WAY.
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Any and all disputes with respect to Letters of Transmittal/Forms of
Elections and Elections made in respect of Barefoot Shares (including but not
limited to matters relating to the Expiration Date, time limits, defects or
irregularities in the surrender of any Certificate and effectiveness of any
Election) will be resolved by ServiceMaster and its decision will be final and
binding on all parties concerned. ServiceMaster will have the absolute right in
its sole discretion to reject any and all Letters of Transmittal/Forms of
Election, Notices of Guaranteed Delivery and surrenders of Certificates which
are deemed by it to be not in proper form or to waive any immaterial
irregularities in any Letter of Transmittal/Form of Election or Notice of
Guaranteed Delivery or in the surrender of any Certificate. Surrenders of
Certificates will not be deemed to have been made until all defects or
irregularities that have not been waived have been cured.
7. Federal Tax Withholding/Substitute Form W-9.
Under federal income tax law, the Exchange Agent is required to file a report
with the Internal Revenue Service (IRS) disclosing the cash payments being made
to you as an exchanging stockholder. Federal law also required each stockholder
to provide the Exchange Agent with such stockholder's current Taxpayer
Identification Number ("TIN") on a Substitute Form W-9 set forth above. If such
stockholder is an individual, the TIN is his social security number. If the
Exchange Agent is not provided with the correct TIN, the stockholder or other
payee may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, cash payments that are made to such stockholder or other payee
with respect to Barefoot Shares acquired pursuant to the Offer may be subject
to 31% backup withholding.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that stockholder must submit to the Exchange Agent a properly
completed Internal Revenue Service Form W-8, signed under penalties of perjury,
attesting to that individuals exempt status. A form W-8 can be obtained from
the Exchange Agent. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies the Exchange Agent is required to withhold 31%
of any cash payment made to the stockholder or other payee. Backup withholding
is not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the Internal Revenue Service.
If the box in Part 3 of the Substitute Form W-9 is checked and the Exchange
Agent is not provided with a TIN by the time of payment the Exchange Agent will
withhold 31% on all such cash payments to be made to you until a TIN is
provided to the Exchange Agent. You must also complete the Certificate of
Awaiting Taxpayer Identification Number.
The stockholder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the record owner of the
Barefoot Shares. If the Barefoot Shares are registered in more than one name or
are not registered in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9," for additional guidance on which number to report.
8. Special Payment and Delivery Instructions.
Any checks representing Cash Consideration, any certificates representing
ServiceMaster Shares, or any Certificates representing untendered Barefoot
Shares will be mailed to the address of the holder of record as indicated in
Box A or to the person identified in Box C (if completed), unless instructions
to the contrary are given in Box D.
9. Lost Stock Certificates.
If you are unable to locate the Certificate(s) representing your Barefoot
Shares, contact the Exchange Agent by a collect call at (212) 701-7624. The
Exchange Agent will instruct you on the procedures to follow. In order to make
an effective Election with respect to the lost Certificate(s) and receive the
Cash Consideration or the Share
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Consideration, you will be required to complete certain additional
documentation and pay for an indemnity bond covering the lost Certificate(s).
The cost of the bond will be based on the value of the Barefoot Shares
represented by the lost Certificates.
10. Miscellaneous.
As soon as practicable after acceptance of tendered Barefoot Shares by
ServiceMaster, the Exchange Agent will begin mailing and delivering checks and
share certificates for ServiceMaster Shares in exchange for Certificates
representing Barefoot Shares that have been received by the Exchange Agent.
There will be a delay, however, if backup withholding pursuant to General
Instruction 7 applies.
Requests for assistance may be directed to the Exchange Agent at the address
set forth on the first page of this Letter of Transmittal/Form of Election.
Additional copies of the Offering Circular/Prospectus or this Letter of
Transmittal/Form of Election may be obtained from the Exchange Agent at the
address set forth on the cover page of this Letter of Transmittal/Form of
Election or from the Information Agent at the address set forth below.
IMPORTANT: THIS LETTER OF TRANSMITTAL/FORM OF ELECTION, TOGETHER WITH
CERTIFICATES (OR A NOTICE OF GUARANTEED DELIVERY, OR A FACSIMILE THEREOF),
MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE AS
SET FORTH ON THE COVER PAGE HERETO.
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
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