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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. 2)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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. 2 ("Amendment No. 2") 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
(a) Section 8 of the Offer to Purchase is hereby amended by deleting the
words ", and none of such persons assumes any responsibility for the
accuracy thereof" from the 13th and 14th lines of the last paragraph
of Section 8, on page 14 of the Offer to Purchase.
(b) Section 13 of the Offer to Purchase is hereby amended by adding the
following at the end thereof: "There are no current plans or
arrangements by Parent or the Purchaser to repay borrowings under such
lines of credit."
(c) Section 14 of the Offer to Purchase is hereby amended by deleting the
words "(whether or not any Shares have theretofore been accepted for
payment)" from the 16th and 17th lines of the first paragraph of
Section 14, on page 25 of the Offer to Purchase.
(d) Section 14 of the Offer to Purchase is hereby amended by deleting the
last full paragraph on page 27 of the Offer to Purchase.
<PAGE>
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: July 9, 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
