SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 1997
Superior Services, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 0-27508 39-1733405
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
10150 West National Avenue, West Allis, Wisconsin 53227
(Address of principal executive offices, including zip code)
(414) 328-2800
(Registrant's telephone number)
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Item 5. Other Events.
On February 21, 1997, the Board of Directors of Superior Services,
Inc. (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, $.01 par
value (the "Shares"), of the Company. The dividend is payable on March
24, 1997 to the shareholders of record on March 10, 1997 (the "Record
Date"). Each Right entitles the registered holder to purchase from the
Company one Share at a price of $90.00 per Share, subject to adjustment
(the "Purchase Price"). The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company
and LaSalle National Bank, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) the public announcement that a
person or group of affiliated or associated persons (other than the
Company, a subsidiary of the Company, an employee benefit plan of the
Company or a subsidiary, or certain existing shareholders as described
below) (an "Acquiring Person") has acquired beneficial ownership of 15% or
more of the outstanding Shares (the "Shares Acquisition Date") or (ii) 10
business days following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of
which would result in the beneficial ownership by a person or group (other
than the Company, a subsidiary of the Company, an employee benefit plan of
the Company or a subsidiary, or certain existing shareholders as described
below) of 15% or more of such outstanding Shares (the earlier of such dates
being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Share certificates outstanding as of the Record Date,
by such Share certificate. Notwithstanding the foregoing, any person or
group of affiliated or associated persons who, at the close of business on
February 21, 1997, was the beneficial owner of at least 2,611,217 Shares
(which number of Shares constituted 15% of the number of Shares outstanding
on such date) will not be deemed an "Acquiring Person" unless such person
or group of affiliated or associated persons is required to report bene-
ficial ownership of the Shares with the Securities and Exchange Commission
on Schedule 13D, or acquires beneficial ownership of additional Shares at
any time that such person or group of affiliated persons is or thereby
becomes the beneficial owner of 25% or more of the Shares then outstanding.
Joseph P. Tate, Chairman of the Board and a director of the Company, was
the only person or entity known to the Company who beneficially owned at
least 2,611,217 Shares as of February 21, 1997. To the knowledge of the
Company, on such date Mr. Tate beneficially owned 2,752,431 Shares.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Share certificates issued after the Record Date, upon transfer or new
issuance of Shares, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Shares, outstanding as of the Record Date, even without
such notation, will also constitute the transfer of the Rights associated
with the Shares represented by such certificate. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on February 21, 2007 (the "Final Expiration Date"),
unless the Rights are earlier redeemed or exchanged by the Company, or the
Rights Plan is amended, in each case as described below.
The Purchase Price payable, and the number of Shares or other
securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a
stock dividend on, or a subdivision, combination or reclassification of,
the Shares; (ii) upon the grant to holders of the Shares of certain rights
or warrants to subscribe for or purchase Shares at a price, or securities
convertible into Shares with a conversion price, less than the then
current market price of the Shares; or (iii) upon the distribution to
holders of the Shares of evidences of indebtedness or assets (excluding
regular quarterly cash dividends or dividends payable in Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of Shares issuable
upon exercise of each Right are also subject to adjustment in the event of
a stock split of the Shares or a stock dividend on the Shares payable in
Shares or subdivisions, consolidations or combinations of the Shares
occurring, in any such case, prior to the Distribution Date.
In the event that any person becomes an Acquiring Person (a
"Flip-In Event"), each holder of a Right will thereafter generally have
the right to receive upon exercise that number of Common Shares having a
market value of two times the then current Purchase Price.
Notwithstanding any of the foregoing, following the occurrence of a
Flip-In Event all Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, or subsequently become
beneficially owned by an Acquiring Person, related persons and transferees
will be null and void.
In the event that, at any time following the Shares Acquisition
Date, (i) the Company is acquired in a merger or other business
combination transaction or (ii) 50% or more of its consolidated assets or
earning power are sold (the events described in clauses (i) and (ii) are
herein referred to as "Flip-Over Events"), proper provision will be made
so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price, that number
of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the then current
Purchase Price.
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional Shares will be issued. In lieu
thereof, an adjustment in cash will be made based on the market price of
the Shares on the last trading day prior to the date of exercise.
The Purchase Price is payable by certified check, cashier's check,
bank draft or money order or, if so provided by the Company, the Purchase
Price following the occurrence of a Flip-In Event and until the first
occurrence of a Flip-Over Event may be paid in Shares having an equivalent
value.
At any time after a person becomes an Acquiring Person and prior to
the acquisition by any Acquiring Person of 50% or more of the outstanding
Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by any Acquiring Person which have become void),
in whole or in part, at an exchange ratio of one Share, per Right (subject
to adjustment).
At any time prior to a person becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis
and with such conditions as the Board of Directors in its sole discretion
may establish. Immediately upon any redemption of the Rights, the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
Other than provisions relating to principal economic terms of the
Rights, the terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights, including
an amendment to lower the threshold for exercisability of the Rights from
15% to not less than 10%, with appropriate exceptions for any person then
beneficially owning a percentage of the number of Shares then outstanding
equal to or in excess of the new threshold, except that from and after the
Distribution Date no such amendment may adversely affect the interests of
the holders of the Rights. The Board of Directors of the Company may also
amend the Rights Plan to exclude certain potential acquirors proposing to
acquire the Company in a transaction that the Board of Directors deems to
be in the best interests of the Company, its shareholders and other
constituencies of the Company.
Until a Right is exercised, the holder thereof, as such, will have
no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
While distribution of the Rights will not constitute a taxable
event to the shareholders of the Company, the shareholders may, depending
on the circumstances, recognize taxable income in the event that the
Rights become exercisable for Shares (or other consideration) of the
Company or for common stock of the acquiring company, as set forth above.
As of February 21, 1997, there were 17,408,116 Shares issued and
outstanding (and 2,031,783 Shares reserved for issuance). Each
outstanding Share on the Record Date will receive one Right. As long as
the Rights are attached to the Shares, the Company will issue one Right
for each Share which becomes outstanding between the Record Date and the
Distribution Date so that all such shares will have attached Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire
the Company without conditioning the offer on redemption of the Rights or
on a substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination approved by the
Board of Directors of the Company prior to the time that the Rights may
not be redeemed (as described above) since the Board of Directors may, at
its option, at any time until the Shares Acquisition Date redeem all but
not less than all the then outstanding Rights at $.01 per Right. The
Rights are designed to provide additional protection against abusive
takeover tactics such as offers for all shares at less than full value or
at an inappropriate time (in terms of maximizing long-term shareholder
value), partial tender offers and selective open-market purchases. The
Rights are intended to assure that the Company's Board of Directors has
the ability to protect shareholders and the Company if efforts are made to
gain control of the Company in a manner that is not in the best interests
of the Company and its shareholders.
The Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the Form
of Right Certificate, is attached hereto as an exhibit. The foregoing
description of the Rights does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(4.1) Rights Agreement, dated as of February 21, 1997,
between Superior Services, Inc. and LaSalle National
Bank. [Incorporated by reference to Exhibit (4.1)
to Superior Services, Inc.'s Registration Statement
on Form 8-A, dated as of February 28, 1997
(Commission File No. 0-27508)]
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SIGNATURES
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 thereunto duly authorized.
SUPERIOR SERVICES, INC.
Date: February 28, 1997 By: /s/ Peter J. Ruud
Peter J. Ruud
Vice President and General
Counsel
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SUPERIOR SERVICES, INC.
Exhibit Index to Current Report on Form 8-K
Dated February 21, 1997
Exhibit
Number
(4.1) Rights Agreement, dated as of February 21, 1997, between
Superior Services, Inc. and LaSalle National Bank.
[Incorporated by reference to Exhibit (4.1) to Superior
Services, Inc.'s Registration Statement on Form 8-A, dated as
of February 28, 1997 (Commission File No. 0-27508)]
