UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) : July 16, 1999
SUPERIOR SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 0-27508 39-1733405
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)
South 84th Street, Suite 200,
Milwaukee, Wisconsin 53214
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(414) 479-7800
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Item 1. Change in Control of Registrant.
On July 19, 1999, Vivendi, a societe anonyme organized under the laws
of France ("Parent"), announced that its wholly-owned subsidiary Onyx Solid
Waste Acquisition Corp., a Wisconsin corporation ("Purchaser"), completed the
tender offer which was commenced on June 18, 1999 (the "Offer") to purchase all
outstanding shares of common stock, $.01 par value per share, including the
associated Common Stock Purchase Rights (together with the common stock, the
"Shares") of Superior Services, Inc. (the "Company") at $27.00 per Share in
cash. Approximately 29.4 million Shares were tendered and not withdrawn prior to
the expiration of the Offer at midnight, New York City time, on July 16, 1999.
At such time, the tendered Shares represented approximately 90.6% of the
Company's outstanding Shares and approximately 80.2% of the outstanding Shares
on a fully diluted basis. The Offer was made pursuant to an Agreement and Plan
of Merger, dated as of June 11, 1999, by and among the Company, Purchaser and
Parent (the "Merger Agreement") which provides, among other things, for the
subsequent merger of Purchaser with and into the Company (the "Merger").
Pursuant to the Merger Agreement, following the completion of the Offer
and the satisfaction of the other conditions to the Merger (including the
receipt of necessary state solid waste regulatory approvals), Purchaser will be
merged with and into the Company, with the Company continuing as the surviving
corporation. As a result of the Merger, each Share previously outstanding (other
than Shares owned by Parent, Purchaser or any other subsidiary of Parent, held
in the treasury of the Company or owned by any wholly-owned subsidiary of the
Company, and other than Shares held by dissenting shareholders) will represent
the right to receive $27.00 per Share in cash, without interest, upon surrender
of the certificate formerly representing such Share.
Pursuant to the Merger Agreement, the Company will take, consistent
with applicable law and its Restated Articles of Incorporation and By-Laws, all
actions necessary to convene a meeting of holders of Shares as promptly as
practicable to consider and vote upon the approval of the Merger Agreement and
the Merger. Subject to fiduciary requirements of applicable law, the Company's
Board of Directors will recommend such approval. At such meeting of the
Company's shareholders, all of the Shares then owned by Parent, Purchaser and
any other subsidiary of Parent will be voted in favor of the Merger Agreement.
The Merger Agreement provides that, if requested by Parent in writing,
promptly following the purchase by Purchaser of Shares pursuant to the Offer,
Parent will be entitled to designate such number of directors, rounded up to the
next whole number, on the Company's Board of Directors ("Parent's Designees") as
is equal to the product of the total number of directors on the Company's Board
of Directors multiplied by the percentage that the aggregate number of Shares
beneficially owned by Purchaser or its affiliates bears to the total number of
Shares then outstanding, and the Company will, subject to compliance with
Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder,
promptly take all actions necessary to cause Parent's Designees to be so elected
or appointed, including increasing the size of the Company's Board of Directors
or using its reasonable best efforts to secure the resignations of one or more
existing directors, or both; provided, however, that prior to the effective time
of the Merger, the Company's Board of Directors shall always have at least two
members who are neither officers, directors, shareholders or designees of Parent
or any of its affiliates. As indicated in the Tender Offer Statement on Schedule
14D-1, dated and filed by Purchaser and Parent with the Securities Exchange
Commission (the "Commission") on June 18, 1999 (the "Schedule 14D-1"), Parent
has informed the Company and has indicated in the Schedule 14D-1 that Parent's
Designees are Henri Proglio, Denis Gasquet, and Michel Gourvennec. Additional
information regarding the Parent's Designees is contained in the Schedule 14D-1.
Parent and Purchaser have indicated in the Schedule 14D-1 that the
total amount of funds required to purchase all of the outstanding Shares
pursuant to the Offer and the subsequent Merger, to cash-out certain outstanding
options to purchase Shares pursuant to the Merger Agreement, to assume the
Company's outstanding funded indebtedness and to pay related fees and expenses
will be approximately $1 billion. Approximately $793 million was expended to
purchase the approximately 29.4 million shares tendered in the Offer. Parent has
indicated in its Schedule 14D-1 that it will obtain sufficient funds from
available cash on hand and available lines of credit.
Additional information regarding the Merger and the terms of the Merger
Agreement is contained in the Solicitation/Recommendation Statement on Schedule
14D-9 dated and filed by the Company with the Commission on June 18, 1999 and in
the Schedule 14D-1.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits. The exhibits listed in the accompanying Exhibit
Index are filed as part of this Current Report on Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.
SUPERIOR SERVICES, INC.
By: /s/Peter J. Ruud
Peter J. Ruud
Senior Vice President & Corporate Secretary
Date: July 19, 1999
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EXHIBIT INDEX
Exhibit
Number Description
(2.1) 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.]
(4) Amendment to Rights Agreement, dated as of June 11, 1999, by
and between Superior Services, Inc. and LaSalle National Bank.
[Incorporated by reference to Exhibit 4 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.]
(99.1) 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.]
(99.2) Joint Press Release dated July 19, 1999.
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NEWS RELEASE
FOR IMMEDIATE RELEASE
Vivendi Superior Services, Inc.
Contact: Alain Delrieu Contact: George K. Farr
Telephone: 011-331-171711711 Chief Financial Officer
Fax: 011-331-171713711 Telephone: (414) 479-7834
or
Sandra Sokoloff
Telephone: (212) 367-6892
VIVENDI COMPLETES TENDER OFFER FOR SUPERIOR SERVICES, INC.
PARIS, FRANCE and MILWAUKEE, WIS. -- July 19, 1999 -- Vivendi, the
world's largest environmental services provider and one of Europe's
fastest-growing companies, today announced its successful completion of its
tender offer to acquire the common stock of Superior Services, Inc.
(NASDAQ:SUPR), headquartered in Milwaukee, Wisconsin, for US $27.00 per share in
cash.
Approximately 29.3 million shares of Superior Services, Inc. common
stock, or approximately 82% of the shares on a fully diluted basis, were validly
tendered and not withdrawn prior to the expiration of Vivendi's tender offer at
12:00 midnight Friday, July 16, according to a preliminary count by ChaseMellon
Shareholder Services, L.L.C., the depository for the tender offer.
Vivendi has accepted for payment the shares which were tendered and,
after receipt of all necessary state solid waste permit approvals, will,
pursuant to the terms of the merger agreement between Vivendi and Superior
Services Inc., acquire the remaining Superior shares that Vivendi does not
already own through a merger in which Superior's remaining shares will be
converted into the right to receive $27.00 per share in cash. As a result of the
merger, Superior will become a subsidiary of Vivendi.
Vivendi is a leading participant in Europe's communications and
environmental services. Vivendi has 235,000 employees, annual sales of about $40
billion and a market capitalization of over $41 billion.
Superior Services, Inc. is an acquisition-oriented, fully-integrated
solid waste services company providing solid waste collection, transfer,
recycling and disposal services to more than 750,000 residential, commercial and
industrial customers in 12 states. Since its original consolidation of 22
businesses in 1993, Superior has acquired more than 100 businesses to build its
network of 23 company-owned or operated solid waste landfills, 49 solid waste
collection operations, 20 transfer stations and 15 recycling facilities.
CONTACT: Alain Delrieu, 011-331-171711711, Fax: 011-331-171713711, or
Sandra Sokoloff, (212) 367-6892, both of Vivendi or George K. Farr, (414)
479-7834, Chief Financial Officer for Superior.
