SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(Amendment No. 1)
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934
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SUPERIOR SERVICES, INC.
(Name of Subject Company)
SUPERIOR SERVICES, INC.
(Names of Person(s) Filing Statement)
Common Stock, $.01 par value per share
(Including the associated Common Stock Purchase Rights)
(Title of Class of Securities)
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868316 10 0
(CUSIP Number of Class of Securities)
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Peter J. Ruud
Senior Vice President and Secretary
Superior Services, Inc.
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
(414) 479-7800
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
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With copies to:
Steven R. Barth
Russell E. Ryba
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5367
(414) 271-2400
<PAGE>
This Amendment No. 1 amends the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended, the "Schedule 14D-9") filed by Superior Services,
Inc. (the "Company") relating to the cash tender offer by Onyx Solid Waste
Acquisition Corp., a Wisconsin corporation ("Purchaser") and an indirect
wholly-owned subsidiary of Vivendi, a societe anonyme organized under the laws
of France ("Parent"), to purchase all outstanding shares of Common Stock of the
Company, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase, dated June 18, 1999, and in the related Letter of
Transmittal. Capitalized terms used and not otherwise defined herein have the
meanings ascribed to them in the Schedule 14D-9.
This Amendment No. 1 amends the Schedule 14D-9 by adding the attached
fairness opinion of Robert W. Baird & Co. Incorporated as Annex A to the
Schedule 14D-9. The opinion was inadvertently omitted from the Schedule 14D-9
when it was filed via the EDGAR System on June 18, 1999 due to a financial
printer error. The opinion was included as Annex A to the Schedule 14D-9
distributed to the shareholders of the Company.
<PAGE>
[Robert W. Baird & Co. Incorporated Letterhead]
INVESTMENT BANKING June 11, 1999
Board of Directors Annex A
Superior Services, Inc.
125 South 84th Street, Suite 200
Milwaukee, WI 53214
Dear Members of the Board:
Superior Services, Inc. (the "Company") proposes to enter into an Agreement
and Plan of Merger (the "Agreement") with Vivendi ("Purchaser") and Onyx Solid
Waste Acquisition Corp. ("Merger Sub"), an indirect wholly owned subsidiary of
Purchaser. Pursuant to the Agreement: (i) Merger Sub will commence a tender
offer (the "Offer") to purchase all of the outstanding shares of common stock,
par value $.01 per share (the "Company Common Stock"), including the associated
common stock purchase rights, at a purchase price per share of $27.00 in cash
(the "Consideration"), net to the seller and (ii) following completion of the
Offer, Merger Sub will be merged (the "Merger" and together with the Offer, the
"Transaction") with and into the Company. At the Effective Time (as defined in
the Agreement), each issued and outstanding share of Company Common Stock (other
than shares owned by Purchaser, Merger Sub, any other subsidiary of Purchaser,
or held in the Company's treasury or owned by any wholly owned subsidiary of the
Company, or held by any Dissenting Shareholder (as defined in the Agreement))
will be converted into the right to receive the Consideration.
You have requested our opinion as to the fairness, from a financial point
of view, of the Consideration to the holders of the Company Common Stock (other
than Purchaser and its affiliates).
Robert W. Baird & Co. Incorporated ("Baird"), as part of its investment
banking business, is engaged in the evaluation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements, and valuations for estate, corporate
and other purposes.
In conducting our investigation and analysis and in arriving at our opinion
herein, we have reviewed such information and taken into account such financial
and economic factors as we have deemed relevant under the circumstances. In that
connection, we have, among other things: (i) reviewed certain internal
information, primarily financial in nature, including projections, concerning
the business and operations of the Company furnished to us for purposes of our
analysis, as well as publicly available information including but not limited to
the Company's recent filings with the Securities and Exchange Commission and
equity analyst research reports prepared by various investment banking firms
including Baird; (ii) reviewed the draft Agreement in the form presented to the
Company's Board of Directors; (iii) compared the historical market prices and
trading activity of the Company Common Stock with those of certain other
publicly traded companies we deemed relevant; (iv) compared the financial
position and operating results of the Company with those of other publicly
traded companies we deemed relevant; and (v) compared the proposed financial
terms of the Transaction with the financial terms of certain other business
combinations we deemed relevant. We have held discussions with members of the
Company's senior management concerning the Company's historical and current
financial condition and operating results, as well as the future prospects of
the Company. Although as a part of our engagement we were not requested to, and
did not, solicit third party indications of interest in acquiring all or any
part of the Company, we understand that such solicitations were made by the
Company and its financial advisor. We have also considered such other
information, financial studies, analysis and investigations and financial,
economic and market criteria which we deemed relevant for the preparation of
this opinion.
<PAGE>
Superior Services
June 11, 1999
Page 2
In arriving at our opinion, we have assumed and relied upon the accuracy
and completeness of all of the financial and other information that was publicly
available or provided us by or on behalf of the Company, and have not been
engaged to independently verify any such information. We have assumed, with your
consent, that: (i) all material assets and liabilities (contingent or otherwise,
known or unknown) of the Company are as set forth in the Company's financial
statements, (ii) the Transaction will be accounted for under the purchase method
and (iii) the Transaction will be consummated in accordance with the terms of
the Agreement without any amendment thereto and without waiver by any party of
any condition of their respective obligations. We have also assumed that the
financial forecasts examined by us (including estimates of cost savings and
operating benefits) were reasonably prepared on bases reflecting the best
available estimates and good faith judgments of the Company's senior management
as to future performance of the Company. In conducting our review, we have not
undertaken nor obtained an independent evaluation or appraisal of any of the
assets or liabilities (contingent or otherwise) of the Company nor have we made
a physical inspection of the properties or facilities of the Company. Our
opinion necessarily is based upon economic, monetary and market conditions as
they exist and can be evaluated on the date hereof, and does not predict or take
into account any changes which may occur, or information which may become
available, after the date hereof.
Our opinion has been prepared at the request and for the information of the
Board of Directors of the Company, and shall not be used for any other purpose
or disclosed to any other party without the prior written consent of Baird;
provided, however, that this letter may be reproduced in full in the Schedule
14D-9 to be filed in connection with the Offer and in any Proxy Statement to be
provided to the Company's shareholders in connection with the Merger. This
opinion does not address the relative merits of the Transaction and any other
potential transactions or business strategies considered by the Company's Board
of Directors, and does not constitute a recommendation to any shareholder of the
Company as to how any such shareholder should vote with respect to the
Transaction. Baird will receive a fee for rendering this opinion. In the past,
we have provided investment banking services to the Company, including acting as
co-manager of the Company's initial public offering and a subsequent offering of
Company Common Stock, for which we received our customary compensation.
In the ordinary course of our business, we may from time to time trade the
securities of the Company or Purchaser for our own account or the accounts of
our customers and, accordingly, may at any time hold long or short positions in
such securities.
Based upon and subject to the foregoing, we are of the opinion that, as
of the date hereof, the Consideration is fair, from a financial point of view,
to the holders of Company Common Stock (other than Purchaser and its
affiliates).
Very truly yours,
ROBERT W. BAIRD & CO. INCORPORATED
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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.
SUPERIOR SERVICES, INC.
By /s/ George K. Farr
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George K. Farr
Chief Financial Officer
Dated: July 7, 1999
