UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SUPERIOR SERVICES, INC.
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(Name of Issuer)
Common Stock, $.01 par value (including the associated Common Stock
Purchase Rights)
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(Title of Class of Securities)
868316 10 0
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(CUSIP Number)
Joseph P. Tate
1115 N. Edison Street
Milwaukee, Wisconsin 53202
(414) 479-7800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 16, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph P. Tate
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO -N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
=========================== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF
-0- (See Item 5)
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH
-0- (See Item 5)
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON
-0-
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |X|
N/A
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
=========== ====================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE,
RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF
THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
================================================================================
<PAGE>
The following is the first and final amendment (the "Final Amendment")
to the Schedule 13D filed by the Reporting Person, Mr. Jospeh P. Tate, with the
Securities and Exchange Commission on June 11, 1999 (the "Original Statement").
Item 4. Purpose of Transaction:
Item 4 of the Original Statement is amended as follows: As previously
announced by the Company, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") dated June 11, 1999 with
Vivendi, a societe anonyme organized under the laws of France
("Parent"), and Onyx Solid Waste Acquisition Corp., a wholly-owned
subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has
completed a tender offer for the outstanding shares of Common Stock of
the Company. Concurrently with the execution of the Merger Agreement,
Mr. Tate entered into a Shareholder Tender Agreement with Parent and
Purchaser (the "Shareholder Tender Agreement") pursuant to which Mr.
Tate tendered shares of the Common Stock beneficially owned by him to
Purchaser and on July 16, 1999 Purchaser accepted such shares.
Pursuant to the Merger Agreement, on July 16, 1999, the date when
Purchaser accepted all tendered shares of Common Stock of the Company,
each outstanding option to purchase shares of the Company Common Stock
held by Mr. Tate, whether or not exercisable, was cancelled and in
consideration of such cancellation the Company paid Mr. Tate an amount
in respect thereof equal to the product of (i) the excess of $27.00
over the exercise price per share of the Common Stock underlying each
option and (ii) the number of shares previously subject thereto.
Accordingly, Mr. Tate no longer beneficially owns any shares of the
Company Common Stock.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is amended as follows:
(a) Mr. Tate has beneficial ownership of zero (0) shares of Common
Stock.
(b) Number of shares of Common Stock as to which Mr. Tate has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 0
(iv) shared power to dispose or to direct the disposition
of: 0
(c) Effective on July 16, 1999, Mr. Tate's previously tendered
2,500,660 shares of Common Stock beneficially owned by him
were accepted and purchased by the Purchaser for $27.00 per
share. In addition, pursuant to the terms of the Merger
Agreement, Mr. Tate's outstanding options to purchase 107,795
shares of Common Stock were canceled and cashed out pursuant
to which Mr. Tate received the product of (i) the difference
between $27.00 per share and the exercise price per share of
the Common Stock underlying each option and (ii) 107,795 which
represents the number of shares in which Mr. Tate has options
to purchase.
(e) Mr. Tate ceased to be a beneficial owner of any Common Stock
of the Company on July 16, 1999 as a result of the
transactions described in Item 5 (c) above.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 16, 1999
/s/Joseph P. Tate
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Joseph P. Tate
