PROSPECTUS SUPPLEMENT Registration Rule No. 424(b4)
(To Prospectus dated September 19, 1997) Registration No. 333-28223
1,764,114 SHARES
SUPERIOR SERVICES, INC.
COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Acquisition
This Prospectus Supplement in part describes the acquisition by
Superior Services, Inc. (the "Company") of Resource Recovery Transfer &
Transportation, Inc., a Georgia corporation ("R2T2"), whose operations
include a municipal solid waste landfill on approximately 400 acres in St.
Clair County, Alabama, about 40 miles east of Birmingham; two collection
operations in Central Alabama, and a construction and demolition landfill
near Tuscaloosa, Alabama. The merger with the Acquired Company was
effective on July 27, 1997, and will be accounted for as a "pooling of
interest."
Pursuant to the terms of a Merger Agreement dated June 27, 1997,
a subsidiary of the Company merged with and into R2T2. The Company issued
1,705,000 shares of Common Stock to the shareholders of R2T2 in exchange
for their stock in R2T2, and 59,114 shares to certain shareholders in
repayment of loans and to buyout certain leases between the relevent
shareholders and R2T2.
Offer and Sale
This Prospectus Supplement also pertains to the offer and sale
of up to 1,764,114 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), of Superior Services, Inc. (the "Company"), by or for the
account of The Cash Family Limited Partnership, Raymond M. Cash, Jimmie
Faye Harmon, Tolva Ludford Harmon, III, Beverly Bouvier Staples, Edward L.
Cash, Dwight Faulk, Randall P. Coerver, Dwight Cash, Elaine M. Russell,
Gena Hard and Sue Rogala (each a "Selling Shareholder").
This Prospectus Supplement does not contain complete information
regarding the offering of Common Stock by the Selling Shareholder and
should be read only in conjunction with the Prospectus annexed hereto.
The Company will not receive any proceeds from the sale of
shares of Common Stock by the Selling Shareholder.
See "Risk Factors" commencing on page 3 of the Prospectus for a
discussion of certain factors that should be considered by investors in
evaluating an investment in the Common Stock offered hereby.
The Common Stock may be offered from time to time in negotiated
transactions or otherwise at market prices prevailing at the time of each
sale, subject to the right to reject any order in whole or in part.
<TABLE>
Information with Respect to
Selling Shareholder
<CAPTION>
Number of Shares of Number of Shares of Common
Common Stock Owned Number of Stock to be Owned
Name (1) Prior to Offering (1) Shares Offered After Offering
<C> <S> <S> <S>
The Cash Family Limited
Partnership 960,974 960,974 0
Raymond M. Cash 549,326 549,326 0
Jimmie Faye Harmon 45,470 45,470 0
Tolva Ludford Harmon, III 45,470 45,470 0
Beverly Bouvier Staples 45,470 45,470 0
Edward L. Cash 53,080 53,080 0
Dwight Faulk 21,432 21,432 0
Randall P. Coerver 16,513 16,513 0
Dwight Cash 9,892 9,892 0
Elaine M. Russell 6,595 6,595 0
Gena Hard 4,946 4,946 0
Sue Rogala 4,946 4,946 0
_____________________________
(1) Each of the Selling Shareholders acquired his, her, or its shares of Common Stock from the Company in consideration
for Selling Shareholder's ownership interest in Resource Recovery Transfer & Transportation, Inc., a Georgia corporation
("Acquired Company"), pursuant to the Company's acquisition of the Acquired Company. The acquisition was completed on
June 27, 1997.
</TABLE>
The date of this Prospectus Supplement is October 4, 1997.
