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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. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
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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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
30,452,969
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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 93.9%
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10. TYPE OF REPORTING PERSON
CO
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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
30,452,969
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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 93.9%
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10. TYPE OF REPORTING PERSON
CO
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This Amendment No. 3 ("Amendment No. 3") 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) On July 19, 1999, Vivendi and Superior Services, Inc. announced that
Purchaser accepted for payment all of the 30,452,969 shares which
were validly tendered pursuant to the Offer and not withdrawn prior
to the expiration of the Offer, which occurred at 12:00 midnight,
New York City Time, on Friday July 16, 1999, including 1,084,012
shares validly tendered and not withdrawn pursuant to Notices of
Guaranteed Delivery.
(b) The business address of the Purchaser has been changed to the
following:
c/o Vivendi North America Operations, Inc.
800 Third Avenue, 38th Floor
New York, NY 10022
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
Item 11 is hereby amended by adding the following exhibit:
(a)(9) Press release issued by Vivendi and Superior Services, Inc., dated
July 19, 1999, announcing the expiration of the Offer.
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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: July 19, 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
EXHIBIT 99(A)(9)
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 outstanding 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.
