SC TO-T/A

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

SCHEDULE TO

(Amendment No. 5)

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 an amended purchase price of (i) $.92 per share if more than 80% of the shares are properly tendered and not withdrawn as of the expiration date; (ii) $.90 per share if more than 70% (but not more than 80%) of the shares are properly tendered and not withdrawn as of the expiration date, and (iii) $.85 per share if 70% or less of the shares are properly tendered and not withdrawn as of the expiration date, 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 January 8, 2002, included as Exhibit (a)(1)(O) 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 published on or about December 12, 2001.*
(a)(1)(N)	—	Press Release issued by Super 8 Motel Developers, Inc. on or about December 12, 2001.*
(a)(1)(O)	—	Supplemental Letter to Shareholders dated January 8, 2002.
(a)(1)(P)	—	Summary Advertisement to be published on or about January 11, 2002.
(a)(1)(Q)	—	Press Release to be issued by Super 8 Motel Developers, Inc. on or about January 11, 2002.
(a)(1)(R)	—	Amendment to Letter Agreement effective as of January 2, 2002.
(a)(1)(S)	—	January 8, 2002 Amendment to Letter Agreement effective as of January 2, 2002.

*

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:	January 8, 2002

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

SIGNATURE

EX-99.(A)(1)(0)

[Super 8 Motel Developers, Inc. Letterhead]

    January 9, 2002

Dear World Services Shareholder:

    We are pleased to announce that we have received tenders of approximately 57% of World Services' shares in response to our tender offer. In addition, we have revised the pricing terms of the tender offer to provide an incentive for additional shareholders to participate. Under the amended price structure, we will increase the purchase price for tendered shares if higher percentages of shares are properly tendered and not withdrawn as of the expiration date as follows:

•

$.92 per share if more than 80% of the shares are tendered;



•

$.90 per share if more than 70% (but not more than 80%) of the shares are tendered; and



•

$.85 per share if 70% or less of the shares are tendered.

In light of these events, World Services' board of directors has approved the revised pricing terms and is recommending that you tender your shares to us. In addition, each director has agreed to tender his or her own shares in the offer. The basis for the board's decision is explained in its amended Schedule 14D-9, which is enclosed for your review and consideration.

    World Services has begun preparing proxy materials for a special meeting of shareholders to vote on an amendment of World Services' Articles of Incorporation to "opt out" of certain anti-takeover provisions of the South Dakota Statutes, which is a condition to our offer. The World Services' board of directors has agreed to recommend that you vote "FOR" this amendment. The special meeting has been tentatively set for February 20, 2002. If the amendment is approved and all other conditions are satisfied, payment will be made shortly thereafter. World Services will be mailing you proxy materials to vote on the amendment in the next few weeks. If you wish to receive payment for your shares, it is important that you promptly return your proxy card to World Services with your vote "FOR" the amendment. If you do not return your proxy card, it will count as a vote against the amendment, and if the amendment is not approved, we will not be required to complete the tender offer.

    We are also extending the expiration date for tenders and withdrawals of shares until February 21, 2002, to allow as many shareholders as possible the opportunity to tender. If we decide to extend the tender offer and withdrawal rights beyond February 21, 2002, we will publicly announce the extension no later than 9:00 a.m. Central time, on February 22, 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 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.

    We are pleased that the World Services' board members have decided to tender their shares and to recommend that you tender your shares as well. We are hopeful that enough shareholders will tender to maximize your purchase price at $.92 per share. We appreciate your patience during this process and express our thanks to all of you who have tendered shares.

Sincerely,

/s/ Harvey Aman

Harvey Aman
President and COO

EX-99.(A)(1)(P)

ATTENTION: WORLD SERVICES, INC. SHAREHOLDERS

TENDER OFFER AND WITHDRAWAL RIGHTS EXTENDED UNTIL
12:00 MIDNIGHT, CENTRAL TIME, ON FEBRUARY 21, 2002,
UNLESS THE OFFER IS FURTHER EXTENDED.

Super 8 Motel Developers, Inc. has revised the pricing terms of its tender offer to purchase all outstanding shares of the common stock of World Services, Inc., 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, as amended. The new price structure is as follows: (i) $.92 per share if more than 80% of the shares are properly tendered and not withdrawn as of the expiration date; (ii) $.90 per share if more than 70% (but not more than 80%) of the shares are properly tendered and not withdrawn as of the expiration date; and (iii) $.85 per share if 70% or less of the shares are properly tendered and not withdrawn as of the expiration date. All prices are net to the seller in cash, without interest. The offer has been extended until February 21, 2002. Tendered shares may be withdrawn at any time until February 21, 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 February 21, 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

EX-99.(A)(1)(Q)

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 FEBRUARY 21, 2002

January 11, 2002

    Aberdeen, South Dakota. Super 8 Motel Developers, Inc. has revised the pricing terms of its tender offer to purchase all outstanding shares of the common stock of World Services, Inc., 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, as amended. The new price structure is as follows:

(i)

$.92 per share if more than 80% of the shares are properly tendered and not withdrawn as of the expiration date;



(ii)

$.90 per share if more than 70% (but not more than 80%) of the shares are properly tendered and not withdrawn as of the expiration date; and



(iii)

$.85 per share if 70% or less of the shares are properly tendered and not withdrawn as of the expiration date.

All prices are net to the seller in cash, without interest. The offer has been extended until February 21, 2002. Tendered shares may be withdrawn at any time until February 21, 2002, or any extended expiration date. All other terms and conditions of the Offer to Purchase remain in effect.

EX-99.(A)(1)(R)

[Super 8 Motel Developers, Inc. Letterhead]

December 28, 2001

CONFIDENTIAL
Board of Directors of World Services, Inc.
724 N. Kline
P.O. Box 786
Aberdeen, SD 57402-0786

Re:  Amended Tender Offer Terms

Gentlemen and Ms. Bower:

    The purpose of this letter is to outline the material terms and conditions of an amendment to the agreement between Super 8 Motel Developers, Inc., a South Dakota corporation ("Developers") and World Services, Inc., a South Dakota corporation ("World Services") dated September 7, 2001 (but effective as of September 10, 2001, the "September 10^th Agreement") pursuant to which Developers has made and will continue to make a public tender offer for all of the outstanding shares of common stock, par value $.001 per share, of World Services (the "Tender Offer"), and if completed, acquire shares representing a controlling majority interest of World Services. Except as specifically modified hereby, the September 10^th Agreement remains in full force and effect.

The material terms and conditions of the Tender Offer are amended as follows:

Purchase Price	The purchase price for the outstanding shares of World Services common stock to be purchased by Developers in the Tender Offer will be eighty-five cents ($.85) per share net in cash (the "Tender Offer Price"); provided, however, that if more than 70%, but not more than 80%, of the outstanding shares of World Services common stock are properly tendered to Developers and not withdrawn prior to the expiration date, the Tender Offer Price for all properly tendered shares will be ninety cents ($.90) per share net in cash, and if more than 80% of the outstanding shares of World Services common stock are properly tendered to Developers and not withdrawn prior to the expiration date, the Tender Offer Price for all properly tendered shares will be ninety-two cents ($.92) per share net in cash.
Expiration Date	The Tender Offer will expire on February 14, 2002, subject to Developers' right, in its sole discretion, to extend it.
Tender of Shares	No change.
Schedule 14d9	•	On or before January 4, 2002 (or such later date on which Developers is prepared to file its amended Schedule TO and related tender offer materials), World Services will prepare and file with the Securities and Exchange Commission, and deliver to Developers for distribution to World Services shareholders, an amendment to its Schedule 14D-9 and related materials in which the World Services' Board of Directors will take the position that it supports Developers' offer and that it recommends that World Services shareholders tender their shares in

CONFIDENTIAL Board of Directors of World Services, Inc. December 31, 2001 Page 2
		response to Developers' offer; and
	•	the individual members of the Board of Directors will announce their intention to tender the World Services shares they own in response to Developers' offer.
	World Services' Board will not directly or indirectly change such recommendation unless it determines in good faith by a majority vote that such action is likely required to satisfy its fiduciary duties to its shareholders.
Shareholders Meeting	World Services has set February 14, 2002, as the tentative date for a special meeting of its shareholders (the "Special Meeting"). World Services agrees to file preliminary proxy materials for the Special Meeting with the SEC by January 10, 2002, and to file and distribute final proxy materials to its shareholders by January 21, 2001, or as soon thereafter as is reasonably practicable if World Services receives comments from the SEC on the preliminary proxy materials. The primary purpose of the special meeting will be to vote on an amendment of the World Services' Articles of Incorporation to "opt out" of the control share acquisitions provisions (Sections 47-33-8 through 47-33-16, inclusive) of the South Dakota Domestic Public Corporation Takeover Act (the "Takeover Act"). World Services agrees to hold the Special Meeting on February 14, 2002, or as soon thereafter as is legally and reasonably practicable, and if approved at the Special Meeting, to duly amend World Services' Articles of Incorporation accordingly. If sufficient proxies to approve the proposed action have not been submitted as of the date of the Special Meeting, World Services agrees to adjourn the Special Meeting for the purpose of soliciting additional proxies and to hold it at a later date to be agreed upon with Developers, provided that at least a majority of World Services outstanding shares have been tendered to Developers and not withdrawn as of such date and provided that, in any event, the meeting is held on or before April 30, 2002. World Services Board of Directors will recommend that all World Services shareholders approve such amendment of World Services' Articles of Incorporation. World Services' Board will not directly or indirectly change such recommendation unless it determines in good faith by a majority vote that such action is likely required to satisfy its fiduciary duties to its shareholders.
	Notwithstanding the foregoing, World Services will have no obligation to hold the Special Meeting unless the "Release of Escrowed Shares Agreement" dated September 25, 2001, as extended on December 20, 2001, among Developers, World Services and the Director of the South Dakota Division of Securities, remains in effect as of the date of the Special Meeting and the date for the completion of the Tender Offer. World Services agrees to execute and enter into any reasonable extension of such agreement.
Conditions	No change.

CONFIDENTIAL Board of Directors of World Services, Inc. December 31, 2001 Page 3
Covenants of Developers	No change.
Covenants and Representation of World Services	No change.
Document Review & Approval	No change.
Notification	No change.
Due Diligence	No change.
Termination	No change.
Fees and Expenses	No change.
Shareholder List	No change.
Resignations	No change.
Cooperation	No change.

    Should the foregoing accurately reflect your understanding of our amended agreement, please execute the additional copy of this agreement enclosed herewith and return it to me as soon as possible. By execution hereof, you represent (a) that this amended agreement, and the acquisition of World Services shares by Developers contemplated hereby, has been duly authorized by the Board of Directors of World Services, (b) that you have been duly authorized to execute this amended agreement on behalf of World Services, and (c) that upon execution, this amended agreement will be a valid and binding obligation of World Services, enforceable in accordance with its terms.

    The signature of Developers below constitutes a representation by the undersigned (a) that this amended agreement has been duly authorized by the Board of Directors of Developers, (b) that the undersigned has been duly authorized to execute this amended agreement on behalf of Developers, and (c) that upon acceptance of this amended agreement by World Services by signing below, this amended agreement will be a valid and binding obligation of Developers, enforceable in accordance with its terms.

    Thank you, in advance, for your cooperation.

Very truly yours,

/s/ Harvey Aman

Harvey Aman
President and Chief Operating Officer
Super 8 Motel Developers, Inc.

CONFIDENTIAL
Board of Directors of World Services, Inc.
December 31, 2001
Page 4

AGREED TO AND ACCEPTED BY

World Services, Inc.

/s/ Ronne Tarrell

Ronne Tarrell, President
January 2, 2002

EX-99.(A)(1)(S)

[Super 8 Motel Developers, Inc. Letterhead]

January 8, 2002

Board of Directors of World Services, Inc.
724 N. Kline
P.O. Box 786
Aberdeen, SD 57402-0786

Re:  Tender Offer

Gentlemen and Ms. Bower:

    The purpose of this letter is to clarify certain obligations of the parties under the amendment to that certain Letter Agreement between Super 8 Motel Developers, Inc. ("Developers") and World Services, Inc. ("World Services") entered into effective January 2, 2002 (the "Letter Agreement"). The parties agree that World Services shall hold the Special Meeting of shareholders described therein on February 20, 2002 (instead of February 14, 2002 as originally set forth therein), or as soon thereafter as legally and reasonably practicable if the SEC reviews and comments on the proxy materials. All other terms and conditions of the Letter Agreement, as amended, shall remain in effect.

    If this accurately reflects our mutual understanding of our agreement, please sign below. Thank you for your cooperation.

	Very truly yours,
	/s/ Harvey Aman
	Harvey Aman President and Chief Operating Officer Super 8 Motel Developers, Inc.
Agreed to and acknowledged by:
/s/ Ronne Tarrell
Ronne Tarrell, President World Services, Inc.