UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
SUPERIOR SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value (including the associated Common
Stock Purchase Rights)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
868316100
------------------------------------------------------------------------
(CUSIP Number)
Scott S. Cramer
Vice President-General Counsel and Assistant 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)
June 11, 1999
------------------------------------------------------------------------
(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.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box |X|.
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>
========= =====================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph P. Tate
========== =====================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
========== =====================================================================
3 SEC USE ONLY
========== =====================================================================
4 SOURCE OF FUNDS*
OO - shares issued by Company in several acquisition transactions
========== =====================================================================
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
========== =====================================================================
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
=========================== ========= ==========================================
7 SOLE VOTING POWER
NUMBER OF 2,608,455(1)
SHARES ========= ==========================================
8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ========= ==========================================
9 SOLE DISPOSITIVE POWER
EACH 2,608,455(1)
REPORTING ========= ==========================================
10 SHARED DISPOSITIVE POWER
PERSON -0-
WITH
=========== ====================================================================
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,608,455(1)
=========== ====================================================================
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |X|
N/A
=========== ====================================================================
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.06%
=========== ====================================================================
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.
================================================================================
(1) Includes 68,524 shares of Common Stock subject to stock options which may be
exercisable within 60 days of June 11, 1999.
<PAGE>
Item 1. Security and Issuer:
Title of Class of Securities
Common Stock, $.01 par value (including the associated Common Stock
Purchase Rights, the "Common Stock").
Issuer
Superior Services, Inc. (the "Company")
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
Item 2. Identiy and Background:
(a) Joseph P. Tate
(b) c/o Superior Services, Inc.
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
(c) Chairman of the Board of Directors of Superior Services, Inc.
Superior Services, Inc.
125 South 84th Street, Suite 200
Milwaukee, Wisconsin 53214
(d) During the last five years, Mr. Tate has not been convicted in
a criminal proceeding.
(e) During the last five years, Mr. Tate has not been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction in which a judgment, decree or final
order was entered enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws, or in which there was a finding of a
violation with respect to such laws.
(f) Mr. Tate is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration:
Mr. Tate acquired his Common Stock of the Company pursuant to (1) the
Company's October 27, 1992 acquisition of various companies (the
"Original Consolidation") of which Mr. Tate was a significant
shareholder, (2) the Company's November 18, 1993 acquisition of Emerald
Park, Inc. of which Mr. Tate was a significant shareholder and (3) Mr.
Tate's various rights to acquire Common Stock via the grant of stock
options by the Company.
Item 4. Purpose of Transaction:
As previously announced by the Company, the Company has entered into an
Agreement and Plan of Merger (the "Merger Agreement"), date 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 commenced a tender offer for all the outstanding shares
of Common Stock of the Company. Concurrently with the execution of the
Merger Agreement, Mr. Tate entered
<PAGE>
into a Shareholder Tender Agreement with Parent and Purchaser pursuant
to which Mr. Tate agreed to tender all shares of the Common Stock
beneficially owned by him ( whether currently owned or subsequently
acquired) to the Purchaser and to vote his shares of Common Stock in
favor of the second step merger and against any action or agreement
that would impede, interfere with, delay, postpone or attempt to
discourage the second step merger or the tender offer. Pursuant to the
Shareholder Tender Agreement, Mr. Tate also granted Purchaser an
irrevocable option to purchase the shares of Common Stock beneficially
owned by Mr. Tate (whether currently owned or subsequently acquired)
upon the occurrence of certain events.
Except as set forth in this Item 4, Mr. Tate has no present plans or
proposals that would relate to or result in any of the events or
effects described in the subparagraphs (a) through (j) of Item 4 of
Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Common Stock to which
this Schedule 13D relates is 2,608,455 shares of Common Stock
representing 8.06% of the 32,365,094 shares of Company Common
Stock outstanding as of June 7, 1999. The Company Common Stock
to which this Schedule 13D relates is beneficially owned as
follows: (i) 2,011,231 shares of Common Stock held by the
Joseph P. Tate Revocable Trust of which Mr. Tate is a trustee;
(ii) 228,700 shares held in the Joseph P. Tate 1996 Charitable
Remainder Unitrust of which Mr. Tate is a trustee; (iii)
300,000 shares held by JPTDLM, LP of which Mr. Tate is a
partner; (v) 39,271 shares of vested options; and (vi) 68,524
shares of Common Stock subject to stock options which may be
exercisable within 60 days of June 11, 1999.
(b) Number of shares of Company Common Stock as to which Mr. Tate
has:
(i) sole power to vote or to direct the vote: 2,608,455
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 2,608,455
(iv) shared power to dispose or to direct the disposition
of: 0
(c) Transactions effected during the last sixty days:
(i) 5/28/99 sale of 12,500 shares of Common Stock by the
Joseph P. Tate Revocable Trust at $21.75 per share;
(ii) 5/3/99 transfer of 150,000 shares of Common Stock
owned by Mr. Tate to the Joseph P. Tate Revocable
Trust;
(iii) 4/27/99 transfer of 3,000 shares of Common Stock from
the Joseph P. Tate Revocable Trust to PTDLM
Investments Inc.;
(iv) 4/27/99 transfer of 297,000 shares of Common Stock
from the Joseph P. Tate Revocable Trust to JPTDLM,
LP; and
(v) 4/27/99 transfer of 3,000 shares of Common Stock from
JPTDLM Investments Inc. to JPTDLM, LP.
(d) Pursuant to the Shareholder Tender Agreement, Mr. Tate also
granted Purchaser an irrevocable option to purchase the shares
of Common Stock beneficially owned by Mr. Tate (whether
currently owned or subsequently acquired) upon the occurrence
of certain events.
<PAGE>
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
130,800 shares of Company Common Stock issued to Mr. Tate in February 1999 are
held in escrow to indemnify the Company against up to $1,308,000 of contingent
liabilities in connection with the Original Consolidation.
Mr. Tate is party to the following agreements with the Company: (a) Agreement
and Plan of Reorganization among Superior Environmental Services, Inc., Emerald
Park, Inc., Emerald Park Acquisition Corp. and certain shareholders of Emerald
Park, Inc., dated November 18, 1993; (b) Waste Holding Co., Inc. Consolidation
Agreement, dated October 27, 1992; (c) Key Executive Employment and Severance
Agreement between Superior Services, Inc. and Joseph P. Tate, dated August 18,
1998; and (d) stock option agreements evidencing the grant of stock options
under certain employee benefit plans of the Company.
Item 7. Material to Be Filed as Exhibits.
Exhibit 99.1 Agreement and Plan of Merger, dated as of June 11, 1999, by
and among Vivendi, Onyx Solid Waste Acquisition Corp. and
Superior Services, Inc. [Incorporated by reference to Exhibit
2.1 to Superior Services Inc.'s Current Report on Form 8-K
dated June 11, 1999 and filed June 14, 1999, as amended by a
Form 8-K/A filed June 21, 1999]
Exhibit 99.2 Shareholder Tender Agreement, dated as of June 11, 1999, by
and among Vivendi, Onyx Solid Waste Acquisition Corp. and
Joseph P. Tate. [Incorporated by reference to Exhibit 99.1 to
Superior Services, Inc.'s Current Report on Form 8-K dated
June 11, 1999 and filed June 14, 1999, as amended by a Form
8-K/A filed June 21, 1999]
Exhibit 99.3 Joint Press Release dated June 14, 1999. [Incorporated by
reference to Exhibit 99.5 to Superior Services, Inc.'s Current
Report on Form 8-K dated June 11, 1999 and filed June 14,
1999, as amended by a Form 8-K/A filed June 21, 1999]
<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 June 21, 1999
/s/Joseph P. Tate
Joseph P. Tate
