PROSPECTUS SUPPLEMENT
(To Prospectus dated March 30, 1998)
1,759,957 SHARES
SUPERIOR SERVICES, INC.
COMMON STOCK
-------------------------
Superior is a solid waste services company. We provide solid waste
collection, transfer, recycling and disposal services to over 750,000
residential, commercial and industrial customers in Alabama, Florida, Georgia,
Illinois, Michigan, Minnesota, Missouri, New Jersey, Ohio, Pennsylvania, West
Virginia and Wisconsin.
This Prospectus Supplement covers up to 1,759,957 shares of our Common
Stock which we issued to the shareholders or partners of PenPac, Inc., Heritage
Recycling, Inc., Iorio Carting, Inc., ACS Services, Inc., Recycling Techniques,
Inc., Iocal Associates, Advanced Waste Technologies, Inc., Baray, Inc. and
Nicholas Enterprises, Inc. (collectively, "PenPac") in connection with our
acquisition of such entities.
This Prospectus Supplement also relates to the sale or other
distribution of such Shares by the persons listed below that received such
Shares as a result of the PenPac acquisition.
We will not receive any portion of the proceeds from the re-sale of the
Shares by the Selling Shareholders.
Our Common Stock is quoted on the Nasdaq National Market under
the symbol "SUPR." On December 3, 1998, the last reported sales price for our
Common Stock on the Nasdaq National Market was $17.63 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities or determined
if this Prospectus Supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
December 7, 1998.
<PAGE>
THE COMPANY
As of September 30, 1998, our operations consisted of 17 owned solid
waste landfills, four third-party managed landfills, 49 solid waste collection
operations, 16 recycling facilities and 15 solid waste transfer stations. We
also provide other integrated waste services, most of which are project-based
and a substantial number of which provide additional waste volumes to our
landfills.
Our objective is to be one of the largest and most profitable fully
integrated providers of solid waste collection and disposal services in each
market where we have operations. Our strategy to achieve this objective is to
(i) continue to expand our operations and customer base in markets where we have
existing operations and to enter new markets by acquiring other solid waste
operations; (ii) pursue internal growth opportunities in markets where we have
existing operations; and (iii) achieve continuing operating improvements in our
business. Our principal strategy for future growth is through the acquisition of
additional solid waste disposal, transfer and collection operations. We believe
that our reputation, strategy, culture and financial strength make us an
attractive buyer to acquisition candidates. Our operating strategy emphasizes
the integration of our solid waste collection and disposal operations and the
internalization of waste collected.
We are a Wisconsin corporation. Our principal executive offices are
located at Suite 200, 125 South 84th Street, Milwaukee, Wisconsin 53214. Our
telephone number is (414) 479-7800.
RECENT DEVELOPMENTS
The Acquisition
On September 30, 1998, we acquired PenPac, Inc. and several related
companies. PenPac, Inc. and the related companies own four transfer stations and
three collection operations. The companies provide solid waste collection and
transfer services in northern New Jersey.
On October 30, 1998, we acquired GeoWaste Incorporated in a stock for
stock transaction. GeoWaste has landfill and collection operations in Valdosta,
Georgia and a transfer station and collection operation in Ocala, Florida.
USE OF PROCEEDS
This Prospectus Supplement relates to Shares we issued in order to
effect the acquisition of PenPac as well as the re-sale of such shares by the
Selling Shareholders set forth below. We will not receive any proceeds from the
re-sale of the Shares by the Selling Shareholders.
-2-
<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers in transactions on the Nasdaq
National Market, in privately negotiated transactions, or in the
over-the-counter market, or in brokerage transactions, or in a combination of
such transactions. Such transactions may be effected by the Selling Shareholders
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, agents or underwriters participating in such
transactions as agent may receive compensation in the form of discounts,
concessions or commissions from the Selling Shareholders (and, if they act as
agent for the purchaser of such shares, from such purchaser). Such discounts,
concessions or commissions as to a particular broker, dealer, agent or
underwriter might be in excess of those customary in the type of transaction
involved. To the extent required, we will file, during any period in which
offers or sales are being made, one or more supplements to this Prospectus
Supplement to set forth any other material information with respect to the plan
of distribution not previously disclosed.
The Selling Shareholders and any such underwriters, brokers, dealers or
agents that participate in such distribution could be considered to be
"underwriters" within the meaning of the Securities Act, and any discounts,
commissions or concessions received by any such underwriters, brokers, dealers
or agents could be considered to be underwriting discounts and commissions under
the Securities Act of 1933, as amended. We cannot presently estimate the amount
of such compensation.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended, any person engaged in a distribution of any of the
Shares may not simultaneously engage in market activities with respect to the
Common Stock for the applicable period under Rule 10b-6 prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the Selling Shareholders will be subject to applicable provisions of
the Exchange Act and the rules and regulations thereunder, including without
limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of any of the Shares by the Selling Shareholders. All of
the foregoing may affect the marketability of the Common Stock.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the Common Stock may
not be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.
-3-
<PAGE>
<TABLE>
INFORMATION WITH RESPECT TO
SELLING SHAREHOLDER
<CAPTION>
Number of Shares of
Common Stock Owned Number of Shares to
Prior Number of be Owned
Name to the Offering1 Shares Offered After the Offering
---- ---------------- -------------- ------------------
<S> <C> <C> <C>
Ronald Stamato 128,393 128,393 -0-
Patrick Stamato 128,393 128,393 -0-
Ronald Sinclair 576 576 -0-
Gary Marashlein 576 576 -0-
Raymond Nicholas 223,119 223,119 -0-
Samuel Iorio 187,112 187,112 -0-
Michael Iorio 186,759 186,759 -0-
Concetta Iorio 85,901 85,901 -0-
Gail DeFuria 46,798 46,798 -0-
Dominick Capone 270,949 270,949 -0-
Philip Capone 270,949 270,949 -0-
August Nicholas 223,119 223,119 -0-
Raymon Barbiere 7,313 7,313 -0-
</TABLE>
- ---------------
1 Each of the Selling Shareholders acquired all of his or her Shares from
us in consideration for his or her ownership interest in PenPac, Inc.
and/or several related companies.
-4-
