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): October 30, 1998
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)
One Honey Creek Corporate Center
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
-----------------------------------------------------------------
(Address of principal executive offices including zip code)
(414) 479-7800
----------------------------------
(Registrant's telephone number)
Page 1 of 4 pages
Exhibit Index on Page 4
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 30, 1998, Superior Services, Inc. ("Superior") consummated
the acquisition of GeoWaste Incorporated ("GeoWaste") pursuant to the terms of
an Agreement and Plan of Merger (the "Agreement") dated July 2, 1998. In
accordance with the Agreement, a wholly owned subsidiary of Superior merged with
and into GeoWaste and GeoWaste became a wholly owned subsidiary of Superior (the
"Merger"). The description of the acquisition transaction set forth herein is
qualified in its entirety by reference to the Agreement which is incorporated by
reference herein.
As a result of the Merger, each issued and outstanding share of
GeoWaste Common Stock was converted into and represents the right to receive
0.0964 shares of Superior's Common Stock, $.01 par value per share, including
the Common Stock Purchase Rights associated therewith under the Rights Agreement
dated February 21, 1997, between Superior and LaSalle National Bank, as rights
agent. The number of shares of Superior Common Stock to be issued to holders of
issued and outstanding shares of GeoWaste Common Stock in connection with the
Merger is approximately 2,052,505 shares (representing approximately 6.4% of the
number of shares of Superior Common Stock outstanding on November 3, 1998,
assuming the issuance of such number of shares of Superior Common Stock on
October 30, 1998, the date of the consummation of the Merger).
GeoWaste is an integrated non-hazardous solid waste services
company with its principal assets in Southern Georgia and North-Central Florida
and estimated annualized revenues of approximately $24 million. GeoWaste has
landfill and collection operations in Valdosta, Georgia, a transfer station and
collection operations in Ocala, Florida, and transports solid waste under a
contract with Waste Management, Inc. in the New York City area.
Page 2 of 4 pages
Exhibit Index on Page 4
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
Not Applicable
(B) PRO FORMA FINANCIAL INFORMATION
Not Applicable
(C) EXHIBITS
The exhibits listed in the accompanying Exhibit Index are incorporated
by reference as part of this Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: November 5, 1998 SUPERIOR SERVICES, INC.
By: /s/ George K. Farr
George K. Farr,
Chief Financial Officer
Page 3 of 4 pages
Exhibit Index on Page 4
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
10.1 Agreement and Plan of Merger made as of July 2, 1998, by and between
Superior Services, Inc., GeoWaste Acquisition Sub, Inc. and GeoWaste
Incorporated [Incorporated by reference to Annex A filed with the
Company's Form S-4 Registration Statement No. 333-64025, dated
September 22, 1998.]
Page 4 of 4 pages
Exhibit Index on Page 4
