SC TO-T/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 4)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

WORLD SERVICES, INC.
(Name of Subject Company (issuer))

SUPER 8 MOTEL DEVELOPERS, INC. (third party offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK
(Title of Class of Securities)

98151p105
(CUSIP Number of Class of Securities)

Mark S. Weitz, Marci K. Winga
Leonard, Street and Deinard Professional Association
150 South Fifth Street, Suite 2300
Minneapolis, MN 55402
Tel. (612) 335-1500
Fax (612) 335-1657
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction valuation:*	Amount of filing fee
$2,243,772	$449

*

For purposes of calculating the filing fee only, this calculation assumes the purchase of all 2,639,679 shares of common stock of World Services, Inc. outstanding as of June 30, 2001 at the tender offer price of $0.85 per Share.

/x/	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
			Amount Previously Paid:	$449
			Form or Registration No.:	5-62029
			Filing Party:	Super 8 Motel Developers, Inc.
			Date Filed:	October 2, 2001
/ /	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
		/x/	third-party tender offer subject to Rule 14d-1.
		/ /	issuer tender offer subject to Rule 13e-4.
		/ /	going-private transaction subject to Rule 13e-3.
		/ /	amendment to Schedule 13D under Rule 13d-2.

    Check the following box if the filing is a final amendment reporting the results of the tender offer:  / /

    This Tender Offer Statement on Schedule TO is being filed on behalf of Super 8 Motel Developers, Inc., a South Dakota corporation ("Developers") to amend and supplement Developers' Tender Offer Statement on Schedule TO, originally filed on October 2, 2001 (as amended and supplemented, the "Schedule TO"), with respect to the offer by Developers to purchase all the outstanding shares of common stock, par value $0.001 per share, of the subject company, World Services, Inc., a South Dakota corporation ("World Services"), at a purchase price of $0.85 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 3, 2001, as amended and supplemented (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in response to Items 1 through 11 of the Schedule TO, and is amended and supplemented by the information specifically provided herein.

    The information contained in the Schedule TO and the Offer to Purchase concerning World Services, including the outstanding share information, was taken from World Services' public filings with the Securities and Exchange Commission. Developers takes no responsibility for the accuracy of such information.

ITEM 4. TERMS OF THE TRANSACTION

    Item 4 of the Schedule TO is hereby amended and supplemented by the information provided in the Supplemental Letter to Shareholders dated December 13, 2001, included as Exhibit (a)(1)(L) to the Schedule TO, which is incorporated herein by reference.

ITEM 12. EXHIBITS.

Exhibit Number	Description
(a)(1)(A) —	Offer to Purchase dated October 3, 2001.*
(a)(1)(B) —	Letter of Transmittal.*
(a)(1)(C) —	Letter to Shareholders dated October 3, 2001.*
(a)(1)(D) —	Press Release issued by Super 8 Motel Developers, Inc. on October 3, 2001.*
(a)(1)(E) —	Summary Advertisement published October 3, 2001.*
(a)(1)(F) —	Letter Agreement effective as of September 10, 2001.**
(a)(1)(G) —	Release of Escrowed Shares Agreement dated September 25, 2001.***
(a)(1)(H) —	Supplemental Letter to Shareholders dated October 24, 2001.*
(a)(1)(I) —	Summary Advertisement published on or about October 29, 2001.*
(a)(1)(J) —	Press Release issued by Super 8 Motel Developers, Inc. on or about October 29, 2001.*
(a)(1)(K) —	Supplemental Letter to Shareholders dated December 3, 2001.*
(a)(1)(L) —	Supplemental Letter to Shareholders dated December 13, 2001.
(a)(1)(M) —	Summary Advertisement to be published on or about December 12, 2001.
(a)(1)(N) —	Press Release to be issued by Super 8 Motel Developers, Inc. on or about December 12, 2001.

*

Previously filed.

**

Included as Annex A to the Offer to Purchase previously filed as a part of this Schedule TO.

***

Included as Annex B to the Offer to Purchase previously filed as a part of this Schedule TO.

SIGNATURE

    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.

SUPER 8 MOTEL DEVELOPERS, INC.
By:	/s/ HARVEY AMAN
Name:	Harvey Aman
Title:	President and Chief Operating Officer
Date:	December 11, 2001

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ITEM 4. TERMS OF THE TRANSACTION
ITEM 12. EXHIBITS.

SIGNATURE

EX-1.(A)(L)

[Super 8 Motel Developers, Inc. Letterhead]

December 13, 2001

Dear World Services Shareholder:

    Due to the positive response we received from so many of you after sending our December 3, 2001 informational letter, Super 8 Motel Developers, Inc. has decided to extend the expiration date for our tender offer. We have been told that some shareholders did not receive the letter until late last week, and the December 11 deadline did not allow a reasonable time period for them to complete the documents for tendering their shares. Because the holiday season focuses attention on other understandably important matters, and because the mail is typically slower over the holiday season, we decided to provide everyone with some extra time and extend the tender offer deadline to January 14, 2002. This extended deadline should give all shareholders desiring to participate in our offer sufficient time to get the documents completed and returned to Wells Fargo Bank in Aberdeen.

    Over 1,200,000 shares have been fully tendered and thousands more are being processed as we follow-up with shareholders to obtain miscellaneous documents and information. In addition, shareholders owning many more thousands of shares have called to express their intent to tender their shares. We were very pleased with the favorable response to our December 3 letter and are hopeful that the tender offer will be successfully completed in early 2002.

    If we decide to extend the tender offer and withdrawal rights beyond January 14, 2002, we will publicly announce the extension no later than 9:00 a.m. Central time, on January 15, 2002, by issuing a press release and publishing an announcement in designated newspapers. The terms of our offer to purchase all of the outstanding World Services, Inc. common stock for a purchase price of $0.85 per share are more fully described in the Offer to Purchase dated October 3, 2001 and related tender offer materials that we have mailed to you. If you have misplaced those documents, need another copy or have any questions regarding completing the documentation, please call our office at 605-229-8899.

    Thank you again to all of you who have tendered shares and to those who have expressed your intent to tender.

Sincerely,

/s/ Harvey Aman

Harvey Aman
President and COO

EX-1.(A)(M)

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ATTENTION: WORLD SERVICES, INC. SHAREHOLDERS

TENDER OFFER AND WITHDRAWAL RIGHTS EXTENDED UNTIL
12:00 MIDNIGHT, CENTRAL TIME, ON JANUARY 14, 2002,
UNLESS THE OFFER IS FURTHER EXTENDED.

    On October 3, 2001, Super 8 Motel Developers, Inc., commenced a tender offer to purchase all outstanding shares of the common stock of World Services, Inc., at a price of $0.85 per share, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 3, 2001, and in the related Letter of Transmittal. The offer, which was scheduled to expire on December 11, 2001, has been extended a second time until January 14, 2002. Tendered shares may be withdrawn at any time until January 14, 2002, or any extended expiration date. All other terms and conditions of the Offer to Purchase remain in effect.

    The tender offer is conditioned on, among other things, a majority of the outstanding shares of World Services, Inc., being validly tendered and not withdrawn prior to the expiration of the offer and the adoption of an amendment to the Articles of Incorporation of World Services, Inc. Super 8 Motel Developers, Inc. may extend its offer and withdrawal rights beyond January 14, 2002, if all the conditions to its offer have not been fulfilled by that date, or for other reasons in its discretion. Any further extension will be publicly announced no later than 9:00 a.m. Central time, on the next business day after the previously scheduled expiration date by issuing a press release and publishing an announcement in designated newspapers.

    This announcement is neither an offer to purchase nor a solicitation of an offer to sell the shares of World Services, Inc. Super 8 Motel Developers, Inc.'s tender offer is made to all World Services, Inc. shareholders solely by the Offer to Purchase, dated October 3, 2001, and the related Letter of Transmittal, as amended. The offer is not being made to (nor will tenders be accepted from or on behalf of) shareholders in any jurisdiction in which the making of the offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction or any administrative or judicial action pursuant thereto.

    Questions and requests for assistance may be directed to Super 8 Motel Developers, Inc. as set forth below. Requests for copies of the Offer to Purchase and the related Letter of Transmittal and all other tender offer materials may be directed to Super 8 Motel Developers, Inc., and copies will be furnished promptly at no cost to the shareholder.

Super 8 Motel Developers, Inc.
Attention: Tender Offer Coordinator
523 Camelot Drive
P.O. Box 4800
Aberdeen, South Dakota 57402-4800
Telephone: (605) 229-8899
Facsimile: (605) 229-8914

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ATTENTION: WORLD SERVICES, INC. SHAREHOLDERS TENDER OFFER AND WITHDRAWAL RIGHTS EXTENDED UNTIL 12:00 MIDNIGHT, CENTRAL TIME, ON JANUARY 14, 2002, UNLESS THE OFFER IS FURTHER EXTENDED.

EX-1.(A)(N)

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FOR IMMEDIATE RELEASE

Contact:
	Harvey Aman, President and Chief Operation Officer Super 8 Motel Developers, Inc. (605) 229-8899

SUPER 8 MOTEL DEVELOPERS, INC. EXTENDS
OFFER TO PURCHASE WORLD SERVICES, INC. COMMON STOCK
TO JANUARY 14, 2002

December 12, 2001

    Aberdeen, South Dakota. On October 3, 2001, Super 8 Motel Developers, Inc., commenced a tender offer to purchase all outstanding shares of common stock of World Services, Inc., at a price of $0.85 per share, net to the seller in cash, without interest thereon on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 3, 2001, and in the related Letter of Transmittal. The offer, which was scheduled to expire on December 11, 2001, has been extended a second time until January 14, 2002. Tendered shares may be withdrawn at any time until January 14, 2002, or any extended expiration date. All other terms and conditions of the Offer to Purchase remain in effect.

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SUPER 8 MOTEL DEVELOPERS, INC. EXTENDS OFFER TO PURCHASE WORLD SERVICES, INC. COMMON STOCK TO JANUARY 14, 2002