PROSPECTUS SUPPLEMENT
(To Prospectus dated September 19, 1997)
2,211,670 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 Alabama Waste Services, Inc.,
an Alabama corporation ("AWS"), ACMAR Regional Landfill, Inc., an Alabama
corporation ("ACMAR"), and National Waste Services, Inc., a Kentucky
corporation ("NWS" and, together with AWS and ACMAR, collectively referred
to as "Sellers"), whose combined operations include a municipal solid
waste landfill on approximately 700 acres of land in St. Clair County,
Alabama, 16 miles from the center of Birmingham, one hauling operation on
the landfill property, a second hauling operation in Rainbow City,
Alabama, and one hauling and transfer station facility in Anniston that is
leased from Calhoun County. The merger with the Sellers was effective on
March 31, 1998, and will be accounted for as a "pooling of interest."
Pursuant to the terms of separate Merger Agreements dated March
25, 1998, (i) a subsidiary of the Company merged with and into AWS, and
(ii) substantially simultaneously therewith each of ACMAR and NWS merged
with and into a separate subsidiary of the Company. The Company issued
2,161,526 shares of Common Stock to the shareholders of Sellers in
exchange for their stock in Sellers and 50,144 shares to certain
shareholders in repayment of loans between the relevant shareholders and
Sellers.
Offer and Sale
This Prospectus Supplement also pertains to the offer and sale
of up to 2,211,670 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 Paul M. Burke, KitEllen Milo, Joseph Fiorillo, James Galante,
Frank Celli, Joseph Milo, Carmine Mascia, Louis Di Francesco and Louis
Cherico (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.
Information with Respect to
Selling Shareholder
Number of
Shares of Number of
Common Stock Shares of
Owned Number of Common Stock
Prior to Shares to be Owned
Name 1 Offering 1 Offered After Offering
Paul M. Burke 1,879,839 1,879,839 0
KitEllen Milo 144,744 144,744 0
Joseph Fiorillo 41,576 41,576 0
James Galante 41,576 41,576 0
Frank Celli 20,787 20,787 0
Joseph Milo 20,787 20,787 0
Carmine Mascia 20,787 20,787 0
Louis Di Francesco 20,787 20,787 0
Louis Cherico 20,787 20,787 0
_____________________________
1 Each of the Selling Shareholders acquired his or her shares of
Common Stock from the Company in consideration for Selling Shareholder's
ownership interest in one or more of the Sellers, pursuant to the
Company's acquisition of the Sellers. The acquisition was completed on
March 31, 1998.
The date of this Prospectus Supplement is April 8, 1998.
