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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SUPERIOR SERVICES, INC.
(NAME OF SUBJECT COMPANY)
ONYX SOLID WASTE ACQUISITION CORP.
an indirect wholly owned subsidiary of
VIVENDI
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE COMMON STOCK)
(TITLE OF CLASS OF SECURITIES)
868316 10 0
(CUSIP NUMBER OF CLASS OF SECURITIES)
Henri Proglio
42, Avenue de Friedland
75380 Paris Cedex 08
France
(011) 33-171-71-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPIES TO:
David M. Kies, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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<PAGE>
SCHEDULE 14D-1
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CUSIP NO. 868316 10 0
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Onyx Solid Waste Acquisition Corp.
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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
AF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
2,539,931*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 7.8%
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10. TYPE OF REPORTING PERSON
CO
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* On June 11, 1999, Vivendi ("Parent") and Onyx Solid Waste Acquisition
Corp., an indirect wholly owned subsidiary of Parent (the "Purchaser"),
entered into a Shareholder Tender Agreement with a shareholder (the
"Shareholder") of Superior Services, Inc. (the "Company") who owns
2,539,931 shares of the common stock, par value $.01 per share, of the
Company, including the associated rights to purchase common stock (the
"Shares"), and who has agreed to tender in the Offer and not withdraw all
such Shares owned by him. Pursuant to the Shareholder Tender Agreement,
the Shareholder has granted to the Purchaser an option to purchase such
Shares. This option is not currently exercisable, but will become
exercisable upon the occurrence of certain events specified in the
Shareholder Tender Agreement. The Shareholder Tender Agreement is
described in Section 11 of the Offer to Purchase. Parent and the Purchaser
disclaim beneficial ownership of Shares that are purchasable by the
Purchaser upon exercise of the option granted pursuant to the Shareholder
Tender Agreement, because such option is exercisable only upon the
occurrence of certain contingent events, none of which have occurred as of
the date hereof. If the option granted pursuant to the Shareholder Tender
Agreement were exercised, the Purchaser would have sole right to vote or
dispose of the Shares issued or acquired as a result of such exercise.
<PAGE>
SCHEDULE 14D-1
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CUSIP NO. 868316 10 0
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NAME OF REPORTING PERSON
1. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vivendi
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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
WC
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(E) OR 2(F) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
8,980,584*
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES [_]
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 27.7%
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10. TYPE OF REPORTING PERSON
CO
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* On June 11, 1999, Parent entered into a Stock Option Agreement with the
Company, pursuant to which the Company granted to Parent an option (the
"Option") to purchase 6,440,653 Shares, at an exercise price of $23.75 per
share. The Option is not currently exercisable but would become
exercisable upon the occurrence of certain events set forth in the Stock
Option Agreement. On June 11, 1999, Parent and the Purchaser also entered
into a Shareholder Tender Agreement with a shareholder (the "Shareholder")
of the Company who owns 2,539,931 Shares and who has agreed to tender in
the Offer and not withdraw all Shares owned by him. In addition, pursuant
to the Shareholder Tender Agreement, the Shareholder has granted to the
Purchaser an option to purchase such Shares. This option is not currently
exercisable, but will become exercisable upon the occurrence of certain
events specified in the Shareholder Tender Agreement. The Stock Option
Agreement and the Shareholder Tender Agreement are described in Section 11
of the Offer to Purchase. Parent and the Purchaser disclaim any beneficial
ownership of Shares that are purchasable by Parent or the Purchaser upon
exercise of the Option, because the Option is exercisable only upon the
occurrence of certain contingent events, none of which have occurred as of
this date. Parent and the Purchaser also disclaim beneficial ownership of
Shares that are purchasable by the Purchaser upon exercise of the option
granted pursuant to the Shareholder Tender Agreement, because such option
is exercisable only upon the occurrence of certain contingent events, none
of which have occurred as of this date. If either the Option or the option
granted pursuant to the Shareholder Tender Agreement were exercised,
Parent or the Purchaser, respectively, would have sole right to vote or
dispose of the Shares issued or acquired as a result of such exercise.
<PAGE>
This Amendment No. 1 ("Amendment No. 1") is to the Tender Offer
Statement on Schedule 14D-1 and the statement of beneficial ownership on
Schedule 13D, originally filed on June 18, 1999 (the "Statement"), that relates
to the offer (the "Offer") by Onyx Solid Waste Acquisition Corp., a Wisconsin
corporation (the "Purchaser") and an indirect wholly owned subsidiary of
Vivendi, a societe anonyme organized under the laws of France, to purchase all
of the outstanding shares of common stock, par value $.01, of Superior Services,
Inc., a Wisconsin corporation (the Company"), including the associated common
stock purchase rights issued pursuant to the Rights Agreement, dated as of
February 21, 1997, as amended as of June 11, 1999, between the Company and
LaSalle Bank National Association (f/k/a LaSalle National Bank), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated June 18,
1999 (the "Offer to Purchase") (a copy of which was filed as Exhibit (a)(1) to
the Statement) and the related Letter of Transmittal (a copy of which was filed
as Exhibit (a)(2) to the Statement).
Capitalized terms used herein but not defined herein shall have the
meanings assigned to such terms in the Offer to Purchase and the Statement, as
applicable.
ITEM 10. ADDITIONAL INFORMATION
Section 11 of the Offer to Purchase is hereby amended by deleting the first
paragraph under the subheading "Employment Agreements" on page 22 thereof
and replacing it in its entirety with the following:
"Prior to the execution of the Merger Agreement, Superior entered
into employment agreements and Key Employee Employment and
Severance Agreements (together, the "prior agreements") with each
of Joseph P. Tate, G. William Dietrich, George K. Farr, and Peter
J. Ruud (collectively, the "executives"), which provided for,
among other things, the payment of severance amounts and benefits
upon certain terminations of employment in connection with a
change in control of the Company. Pursuant to the terms of the
prior agreements, Mr. Tate will receive a payment of $1,417,477,
Mr. Dietrich will receive a payment of $5,222,429, Mr. Farr will
receive a payment of $2,724,170, and Mr. Ruud will receive a
payment of $3,495,188 (with each such payment including the
estimated amounts necessary to satisfy excise tax on excess
parachute payments) upon the closing of the tender offer (the
"effective date")."
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SIGNATURES
After due 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.
Dated: June 24, 1999
VIVENDI
By: /s/ Henri Proglio
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Name: Henri Proglio
Title: Senior Executive
Vice President
ONYX SOLID WASTE ACQUISITION CORP.
By: /s/ Denis Gasquet
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Name: Denis Gasquet
Title: Chief Executive Officer
