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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------
                               AMENDMENT NO. 2 to
                                 SCHEDULE 14D-9

                      SOLICITATION/RECOMMENDATION STATEMENT
                       PURSUANT TO SECTION 14(d)(4) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              WORLD SERVICES, INC.
                            (Name of Subject Company)

                              WORLD SERVICES, INC.
                        (Name of Person Filing Statement)

                     COMMON STOCK, PAR VALUE $.001 PER SHARE
                         (Title of Class of Securities)

                                   98151p 10 5
                       -----------------------------------
                      (CUSIP Number of Class of Securities)

                                   -----------

                            Ronne Tarrell, President
                              World Services, Inc.
                          724 North Kline, P.O. Box 786
                        Aberdeen, South Dakota 57406-0786
                                 (605) 225-4131
       (Name, Address and Telephone Number of Person Authorized to Receive
       Notice and Communications on Behalf of the Person Filing Statement)

                                    COPY TO:

                         Herrick K. Lidstone, Jr., Esq.
                              Norton Lidstone, P.C.
                             Suite 850, The Quadrant
                                5445 DTC Parkway
                        Greenwood Village, Colorado 80111
                                 (303) 221-5552

|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.


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                                  Introduction

     This Schedule 14D-9 relates to an offer by Super 8 Motel Developers, Inc.,
a South Dakota corporation ("Developers"), to purchase not less than a majority
and up to all of the 2,639,679 outstanding shares of common stock of World
Services, Inc., a South Dakota corporation ("World Services"). Developers is
making this offer in accordance with an agreement executed by World Services and
Developers effective September 10, 2001 (the "September 10 Agreement") that
defines the proposed tender offer and further defines certain obligations of
World Services and Developers.

     Developers has filed a Schedule TO with the Securities and Exchange
Commission. The Schedule TO includes Developers' offer to purchase the World
Services shares which has been or will be mailed to World Services'
shareholders, as well as the letter of transmittal World Services shareholders
who elect to accept the tender offer may use to do so. This Schedule 14D-9 uses
the term "Offer Documents" to refer to the Schedule TO, the offer to purchase,
and the letter of transmittal included in the Schedule TO.

     Each person reviewing this Schedule 14D-9 should also review the remaining
Offer Documents with his, her, or its personal legal, financial, investment, tax
and other advisors.

Item 1.   Subject Company Information.

     Name and Address. The name of the subject company is World Services, Inc.
The address of the principal executive office of World Services is 724 North
Kline, P.O. Box 786, Aberdeen, South Dakota 57406-0786. The telephone number of
World Services at its principal executive offices is (605) 225-4131.

     Securities. The title of the class of equity securities to which this
Schedule relates is the $.001 par value common stock of World Services. As of
June 30, 2001, there were 2,639,679 shares of common stock issued and
outstanding. World Services has not issued any additional shares since June 30,
2001. There are no options, rights or warrants to purchase additional shares of
World Services common stock that are outstanding.

Item 2.   Identity and Background of Filing Persons.

     Name and Address. The name, business address and business telephone number
of World Services are set forth in Item 1, above.

     Tender Offer. This Schedule relates to the offer by Developers to purchase
at least a majority and up to all outstanding shares of World Services common
stock. Developers has offered a purchase price of $.85 per share, net to the
seller in cash, without interest (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer Documents. The tender offer will expire
on October 31, 2001 unless Developers, in its sole discretion, elects to extend
the term of the tender offer.

     Developers' Plans for World Services. If Developers completes the tender
offer as described in the Offer Documents, Developers has advised that it has no
plans for the future conduct of any business by World Services other than a
change in the members of the World Services' board.



     Conditions to Developers' Tender Offer. The tender offer is generally
conditioned upon shares representing at least a majority of the outstanding
shares of World Services common stock having been tendered and not withdrawn
prior to the expiration of the tender offer (a condition that Developers may not
waive). In addition, notwithstanding any other provision of the Developers'
offer, Developers:

     is not required to accept for payment or pay for any shares,

     may delay the acceptance for payment of, or

     subject to any applicable rules and regulations of the Commission,
     including Rule 14e-1(c) under the Exchange Act (relating to Developers'
     obligation to pay for or return tendered shares after the termination or
     withdrawal of the Offer), the payment for any tendered shares,

                                       2




if at any time prior to acceptance for payment of or payment for shares in the
tender offer, any of the following events or conditions shall occur or exist:

     o    there shall have been instituted or be pending any action or
          proceeding by any governmental entity, whether or not having the force
          of law,

          (i) challenging or seeking to make illegal, to delay or otherwise
          directly or indirectly to restrain or prohibit the making of
          Developers' tender offer, the acceptance for payment of or payment for
          some of or all the shares of World Services stock by Developers or any
          affiliate of Developers or the completion by Developers of the tender
          offer, or seeking to obtain damages in connection with the tender
          offer,

          (ii) seeking to restrain or prohibit Developers' full rights of
          ownership or operation (or that of Developers' subsidiaries or
          affiliates) of any portion of the business or assets of World Services
          or Developers, or any of their respective subsidiaries or affiliates,
          or to compel Developers or any of its subsidiaries or affiliates to
          dispose of or hold separate all or any portion of the business or
          assets of World Services or Developers or any of their respective
          subsidiaries or affiliates,

          (iii) seeking to impose material limitations on the ability of
          Developers or any of its subsidiaries or affiliates effectively to
          exercise full rights of ownership of the shares of World Services
          stock, including, without limitation, the right to vote any shares of
          World Services stock acquired or owned by Developers or any of its
          subsidiaries or affiliates on all matters properly presented to the
          shareholders of World Services, or

          (iv) seeking to require divestiture by Developers or any of its
          subsidiaries or affiliates of any shares of World Services stock; or

     o    there shall have been any action taken or any statute, rule,
          regulation, judgment, administrative interpretation, injunction, order
          or decree enacted, enforced, promulgated, issued or deemed applicable
          to Developers or any other subsidiary or affiliate of Developers,
          World Services, or Developers' tender offer, the acceptance for
          payment of or payment for any shares of World Services stock, or any
          other transaction, by any governmental entity, that has, directly or
          indirectly, resulted, or is reasonably likely to, directly or
          indirectly, result in any of the consequences referred to in the
          immediately preceding paragraph; or

     o    there shall have occurred any change, effect, event, occurrence, state
          of facts or development that results in a material change in the
          financial condition, cash assets or results of operations of World
          Services, or any change, event or condition that, with the passage of
          time, would reasonably be expected to result in such an event or
          effect other than as contemplated by Developers' tender offer or the
          transactions contemplated hereby; or

     o    Developers' due diligence investigation of World Services shall have
          revealed any information which, in Developers' reasonable discretion,
          precludes it from proceeding with the tender offer; or

                                       3




     o    World Services' board shall have withdrawn its approval of Developers'
          acquisition of its shares pursuant to the tender offer for purposes of
          Section 47-33-17(1) of the South Dakota Domestic Public Corporation
          Takeover Act; or

     o    If World Services breaches the September 10 Agreement, and fails to
          cure such breach within the prescribed period.

     The Letter Agreement and the tender offer will terminate automatically upon
World Services' delivery of a notice to Developers that World Services has
accepted or agreed to a proposal for a business combination received from a
third party.

     In the event the above conditions are met, Developers has agreed to
purchase all shares that any World Services shareholder elects to tender.



All information in this Schedule or in any of the exhibits concerning Developers
or its affiliates, or actions or events in respect of any of them, was provided
by Developers, and World Services assumes no responsibility for that
information.


Item 3.   Past Contacts, Transactions, Negotiations and Agreements.

With Super 8 Motel Developers, Inc.
-----------------------------------
     Previous Offer by Developers to Purchase the Developers Stock held by World
Services. World Services owns 796,952 shares of Developers common stock that
constitute approximately 16% of the outstanding Developers shares. This
ownership has resulted in dividends paid to World Services in the amount of
approximately $199,000 per year during the past two fiscal years. On June 9,
1999, Developers offered to purchase those shares from World Services for $1.50
per Developers share (equivalent to about $.44 per share of World Services
common stock).

     At the time, World Services declined the June 9, 1999 offer because its
board felt that the price offered was too low. One of the World Services board
members made an oral statement to a representative of Developers that the World
Services board would consider an offer of $5.00 per share (equivalent to about
$1.50 per share of World Services common stock). Developers did not respond to
this oral statement. Developers has recently advised World Services that it did
not believe that World Services intended the statement to be a formal counter
offer.

     In the spring of 2001, World Services suggested to Developers that World
Services would consider distributing the Developers shares to the World Services
shareholders. Developers objected to this proposal and stated to World Services
that it would not register the shares for distribution. While World Services
believes that it had no control over Developers and therefore was not an
"affiliate" of Developers as defined in SEC Rule 144(k), World Services believes
that it could distribute the shares of Developers common stock to its
shareholders without registration. Developers has informed World Services that
it believes that World Services' "affiliate" status is presumed because of World
Services' ownership of more than 10% of Developers' stock, and that Developers
would not cooperate in making such a distribution. The World Services board
acknowledged that completing any such distribution would be much more difficult
in the face of Developers' opposition, even if permissible under the securities
laws.

     Previous Discussions Relating to Developers' Current Offer. To the
knowledge of World Services, Developers has been discussing the possibility of a
tender offer for the outstanding World Services shares from time-to-time in
2001. During a part of this time, Ronne Tarrell, president of World Services,
was on the board of directors of Developers. Because of potential conflicts of
interest should the tender offer proceed and at the request of the remaining
members of the Developers board of directors, Mr. Tarrell resigned from the
Developers board of directors in May 2001.

                                       4




     Commencing in July 2001, representatives of Developers commenced more
specific discussions with Mr. Tarrell and World Services' legal advisors
regarding the possibility of making a tender offer with the cooperation of the
World Services board at a price of $.80 per share. As a result of discussions
with the World Services board members, Developers agreed to raise the price to
$.85 per share and also discussed other terms and conditions to be contained in
the agreement. These conversations continued until World Services and Developers
executed the final September 10 Agreement. During that period, counsel for
Developers and World Services also held independent conversations regarding the
prospective tender offer and exchanged preliminary drafts of the September 10
Agreement.

     During the period of these discussions and exchanges of draft agreements
and comments, the World Services board analyzed the proposed tender offer in
light of the best interests of all World Services shareholders and in light of
the Takeover Act. In the opinion of World Services, the Takeover Act in effect
in South Dakota (which is more fully discussed in Item 8, below) materially
influenced the negotiations with Developers and permitted World Services to
negotiate more favorable terms for the World Services shareholders in the
September 10 Agreement than originally proposed by Developers.

     World Services' Potential Conflicts of Interest. During the discussions
preceding the September 10 Agreement, Developers questioned whether certain of
the directors of World Services might have a potential conflict of interest
because certain of their shares are held pursuant to an escrow agreement entered
into on May 30, 1980. Pursuant to that agreement, those shares will continue to
be held in escrow until, if ever, World Services achieves net earnings per share
of $0.10 for any three-year period, two of which must be consecutive. The escrow
agreement further provides that:

     the Director of Securities may, in his discretion, terminate the escrow for
     any or all of the escrowed shares before the termination event "if he
     determines that the release of such securities to the Depositor(s) will not
     be detrimental to the Issuer, the public investors, or any other party
     concerned";

     any dividends payable on the escrowed shares must be deposited into escrow,
     and that the escrowed shares are not entitled to any proceeds on
     liquidation until such time as the "public" shareholders have received a
     return of the initial offering price (which as adjusted, is $2.00 per
     share); and

     no shareholder may transfer shares included in the escrow "without the
     prior written consent of the Director."

     Also during the discussions preceding the September 10 Agreement,
Developers orally questioned whether a reason the World Services board has
failed to pay dividends to date was to retain assets necessary to generate the
required income.

     The World Services board did not believe that the questions raised by
Developers were valid and were raised in an attempt to gain a negotiating
advantage. World Services has from time-to-time in the past considered making
certain distributions to shareholders, but in each case concluded that making
distributions would be inadvisable for several reasons:

     The cost of paying a small amount of dividends can be significant,
     especially where World Services does not have an administrative staff or a
     transfer agent capable of doing so. The World Services board, which
     includes two directors who do not have an interest in any escrowed
     securities, has concluded in the past that the expenses of declaring
     dividends and completion of the necessary additional administrative matters
     (including IRS Forms 1099) outweighed the benefit to shareholders of a
     nominal dividend.

                                       5




     World Services has considered other business combinations in the past, and
     in each case the availability of capital was attractive to the target
     company; consequently the World Services board was concerned that any
     attempt to distribute its cash assets would make a future business
     combination less likely to occur. World Services did not reach any
     agreement with any target, and no acquisition is being considered at the
     present time.

     In July 2001, Developers contacted the South Dakota Director of Securities
regarding the World Services common stock included in the 1980 escrow. As a
result of these communications between Developers and the Director of
Securities, the Director accepted an agreement that provides generally that,
should Developers tender for the shares of World Services,

     The Director will permit the holders of the escrowed shares to submit World
     Services shares and participate in the tender offer; and

     If the tender offer is successfully completed so that Developers owned at
     least 51% of the World Services shares, the Director will consent to the
     release of all shares from the escrow.

     Except as described in this Schedule 14D-9, to the knowledge of World
Services, as of the date of this Schedule there exists no material agreement,
arrangement or understanding or any actual or potential conflict of interest
between World Services or its affiliates and either (1) World Services, its
executive officers, directors or affiliates, or (2) Developers or its executive
officers, directors or affiliates.

     Developers Potential Conflicts of Interest. As discussed above, World
Services owns approximately 16% of the outstanding Developers common stock and
Developers previously made an offer to purchase the shares from World Services.
World Services believes that Developers may be concerned that World Services may
not always cooperate with the other Developers shareholders at meetings, and
that the World Services goals for its Developers ownership may differ from those
of the other Developers shareholders. Developers is currently a privately held
corporation and is not required to file reports with the Securities and Exchange
Commission or to make disclosure to its shareholders as required by the
Securities Exchange Act of 1934, as amended.

     Interests of Certain Persons. In considering the determination of the World
Services board with respect to the tender offer, the World Services shareholders
should consider the factors set forth above.

With Respect to Other Proposals

     During the past three years, World Services has had meetings with several
entities that have expressed interest in entering into a business combination
with World Services on various terms and has received information from other
companies expressing an interest. There have been two recent instances of this
sort of contact with World Services.

     On August 15, 2001, the World Services board met with a company from Texas
     known as Avix Telecom Solutions, and counsel to World Services and Avix had
     a telephone conversation on August 20. World Services anticipated receiving
     information from Avix within a short period of time following the initial
     meeting, but never did receive the information. Representatives of Avix
     have recently orally confirmed their interest in pursuing discussions, but
     have not submitted any information in writing.

     On August 27, 2001, World Services received information from Let's Play
     Sports, Inc., of San Diego, California, but the World Services board
     decided not to pursue a business combination.

     No discussions are ongoing at the present time, and none of these
discussions matured to a point where definitive proposals were presented or
considered. World Services knows of no conflicts of interest with respect to any
of the proposals.

                                       6




Item 4.   The Solicitation or Recommendation.

Position of the Board of Directors.
----------------------------------

     At a meeting held on September 7, 2001, the board of directors reviewed and
discussed Developers' proposed tender offer as set forth in the September 10
Agreement. At that meeting and in previous meetings, counsel to World Services
gave a presentation to the board of directors on the structure of the tender
offer and the fiduciary duties of the board of directors to shareholders.
Following a discussion of the terms of the proposed tender offer among members
of the board of directors, the board of directors unanimously:

     o    determined it supports the tender offer as set forth in the September
          10 Agreement because the tender offer provides liquidity to
          shareholders of World Services who may desire liquidity;

     o    resolved to remain neutral and offer no recommendation with respect to
          the adequacy of Developers' Offer Price; and

     o    approved the acquisition of the World Services shares under the
          business combination provision of the Takeover Act.

     A copy of a letter to World Services' shareholders communicating the
recommendation for the tender offer and the neutral position of the board of
directors with respect to the price per share offered thereby is filed herewith
as an exhibit.

Reasons for the Position of the Board of Directors.
---------------------------------------------------

     In making the determinations and recommending the tender offer for
liquidity but taking the neutral position as to price described above, the board
of directors considered a number of factors, including the following reasons
supporting the tender offer as a means of providing liquidity to the World
Services shareholders:

1.   Providing Liquidity for World Services Shareholders. A principal factor
     that influenced the World Services Board of Directors to cooperate with
     Developers in its efforts to complete the tender offer was that the tender
     offer provides liquidity to shareholders who may desire to sell their
     shares of World Services and who have not been able to do so thus far.
     World Services common stock is not eligible for listing on the Nasdaq
     system or on the OTC Bulletin Board. World Services does not believe that
     its shares have been quoted in the "pink sheets" published by National
     Quotation Bureau, Inc. World Services believes that any trading has been
     strictly limited to private transactions that are then submitted to World
     Services to complete. (World Services acts as its own transfer agent and
     registrar for the shares of common stock.)

2.   Developers Agreed to Provide a Number of Protections to Shareholders Who
     Elect Not to Accept the Tender Offer. The World Services board attempted to
     provide certain protections to shareholders who may choose not to accept
     the tender offer before the board was willing to recommend the tender offer
     for liquidity purposes (although remaining neutral as to price). These
     protections are described in more detail below.

3.   The Tender Offer, if Completed, Will Terminate the Escrow of World Services
     Shares. 421,286 shares of World Services common stock have been held in
     escrow for more than 21 years under a requirement imposed by the South
     Dakota Director of Securities in connection with the World Services'
     initial public offering. These shareholders include three members of the
     World Services board of directors and more than 20 other shareholders who
     are not members of the World Services board. The existence of the escrow
     imposes uncertainty on World Services capitalization and has made the
     consideration of potential business transactions more difficult. The
     elimination of the escrow upon completion of the tender offer will allow
     persons who have held World Services shares for more than 21 years to fully
     participate in the tender offer if they choose to do so, or to fully
     participate in the future of World Services as shareholders if they do not
     accept the tender offer.

                                       7




4.   Limited Conditions to Completion. The World Services board considered the
     high likelihood that the acquisition would be completed. The tender offer
     is subject to limited conditions all of which Developers may waive, except
     the condition that at least a majority of the outstanding shares of World
     Services common stock have been tendered and not withdrawn prior to the
     expiration of the tender offer. World Services notes that Developers has
     stated that it does not intend to waive the condition that World Services
     holds a special meeting of its shareholders and that at that meeting the
     shareholders approve an amendment to World Services' articles that will
     result in the shares to be acquired by Developers having voting rights
     under South Dakota law.

5.   World Services Is Not Currently Engaged in Business Operations. World
     Services is not currently engaged in any business operations, and has not
     been so engaged for several years. The board is not currently engaged in
     discussions with any other person for a prospective business combination,
     and there can be no assurance that World Services will commence business
     operations in the near future.

     The board of directors also considered a number of factors that led the
World Services board to remain neutral as to the adequacy of Developers' Offer
Price:

6.   Business of Developers. Developers has not defined any proposed business
     for World Services following the completion of the tender offer. Therefore,
     persons who elect to remain shareholders of World Services will be doing so
     without being able to rely on any business plan or proposal from
     Developers.

7.   Adequacy of the Offer Price. The World Services board considered a number
     of factors regarding the price offered by Developers for the World Services
     shares. In considering these factors, each director placed different weight
     on different factors, and the World Services board could not reach a
     consensus whether the price offered by Developers was adequate.
     Consequently, the World Services board determined that it could make no
     recommendation as to the adequacy of the price and would, therefore, remain
     neutral.

     As described above, the World Services board could not reach a consensus
determination whether the price being offered by Developers ($0.85 per share)
was adequate or represented the fair value of the World Services common stock.
Each of the directors (who are also the executive officers) considered whether
he or she would tender shares in response to the tender offer, and as of the
date of the meeting (September 7, 2001) and as of the date this Schedule 14D-9
is filed with the Securities and Exchange Commission, none of the directors has
reached a conclusion whether to tender none, some, or all of the shares of World
Services common stock each owns.

     The World Services board discussed and considered various valuation models
in making its determination that it could not reach a conclusion as to the
adequacy of the price offered by Developers. As is shown in the following chart,
some valuations resulted in prices higher than the $.85 being offered by
Developers, and some resulted in lower valuations. This chart, the footnotes to
the chart and the narrative information in this Schedule 14D-9 provide
information that shareholders may want to consider in determining whether to
tender their World Services shares to Developers. (1)


-------------------------
(1)  The chart does not include any consideration of the fair market value of
     Developers as a going concern. In such cases, one would also likely apply
     discounts to World Services' interest in Developers for "lack of
     marketability" and for the "minority interest." According to guidelines
     accepted by the Internal Revenue Service which have been used in a number
     of other contexts (including estate planning), a non-marketable minority
     interest in a privately-held corporation has a value equal to less than its
     proportionate interest in the whole entity as a going concern.

                                       8





--------------------------- --------------------------- ---------------------- -------------------
                                                        Per World Services     Resulting
                                                        share                  Valuation per
                                                                               share
--------------------------- --------------------------- ---------------------- -------------------
                                                                        
World Services book value
per share                                               $0.77 (2)              $0.77
--------------------------- --------------------------- ---------------------- -------------------
--------------------------- --------------------------- ---------------------- -------------------
World Services  current     Current assets
value plus Developers       per share (3)
offer in 1999                                           $0.58
--------------------------- --------------------------- ---------------------- -------------------
                            Developers offer to
                            purchase Developers stock
                            on June 9, 1999             $0.44 (4)              $1.02
--------------------------- --------------------------- ---------------------- -------------------
current value plus          Current assets per share
dividend multiple                                       $0.58
--------------------------- --------------------------- ---------------------- -------------------
                            Developers (4x (5)
                            dividends received of $0.08
                            per WS share (6)            $0.32                  $0.90
--------------------------- --------------------------- ---------------------- -------------------
--------------------------- --------------------------- ---------------------- -------------------
current value plus          Current assets per share
Developers book value                                   $0.58
--------------------------- --------------------------- ---------------------- -------------------
                            Developers book value per
                            share (7)                   $0.22                  $0.80
--------------------------- --------------------------- ---------------------- -------------------
--------------------------- --------------------------- ---------------------- -------------------
Multiple of net income      10x (8) average 2000 and
                            1999 income of $.081 per
                            WS share (9)                                       $0.81


(2)  Based on its June 30, 2001, Form 10-QSB, World Services had 2,639,679
     shares outstanding and a net book value of $2,045,344.

(3)  World Services' current assets as reflected in its June 30, 2001 Form
     10-QSB, were $1,533,591.

(4)  Upon receiving the offer, a member of the World Services board made an oral
     statement to a representative of Developers that the board would consider
     an offer of $5 per share for the Developers common stock, or approximately
     $1.50 per share of World Services common stock.

(5)  The World Services board recognizes that different multiples would suggest
     different conclusions. As it was evaluating the adequacy of the offer being
     made by Developers, the World Services board did not identify any companies
     in a situation similar to World Services that had been evaluated based on
     its price:earnings, per-share book value, or other multiples. The board
     members did consider elements of value they each had identified in their
     experiences as business men and women and as private investors, and
     selected this multiple for consideration because a majority of the
     directors believed it to be appropriate in the circumstances, based on
     their personal experience. Each shareholder should consider whether 4 is an
     appropriate multiple, or if a different multiple would be more accurate.

(6)  Developers has paid World Services cash dividends of approximately $199,000
     in both years 2000 and 1999, although there can be no assurance that
     Developers will continue to pay dividends at such rates, or that Developers
     will declare and pay any dividends in the future.

(7)  At June 30, 2001, World Services had a book value in its Developers
     investment of $568,000.

                                       9




(8)  As discussed above, the World Services board recognizes that different
     multiples would suggest different conclusions. As it was evaluating the
     adequacy of the offer being made by Developers, the World Services board
     did not identify any companies in a situation similar to World Services
     that had been evaluated based on its price:earnings, per-share book value,
     or other multiples. The board members did consider elements of value they
     each had identified in their experiences as business men and women and as
     private investors, and selected this multiple for consideration because a
     majority of the directors believed it to be appropriate in the
     circumstances, based on their personal experience. Each shareholder should
     consider whether 10 is an appropriate multiple in these circumstances, or
     if a different multiple would be more accurate.

(9)  World Services' net income was $13,278 for the six months ended June 30,
     2001, $232,000 for the year ended December 31, 2000, and $197,000 for the
     year ended December 31, 1999. A substantial part of World Services' net
     income derived from dividends received from Developers as described in Note
     6 to this chart. The balance is interest income.

     The World Services board also considered other, more subjective factors in
determining to remain neutral as to the price being offered by Developers. These
factors included the following:

     a.   Developers advised that it would re-evaluate the tender offer and the
          $.85 per share price if the World Services board took a negative
          position with respect to the Offer Price.

     b.   The World Services Form 10-KSB makes disclosure that World Services
          "may be considered an `investment company' as that term is defined in
          the [Investment Company] Act [of 1940]." This risk may result in a
          reduction of the value of World Services from numerical calculations.

Developers Protections for World Services Shareholders Who Elect Not to Accept
the Tender Offer.
--------------------------------------------------------------------------------

         The World Services board expressed its concern to Developers that the
Takeover Act provided certain protections to shareholders who choose not to
tender their shares and consequently remain owners of a minority interest.
Developers expressed its concern that the provisions of the Takeover Act would
substantially reduce or even eliminate the value of its contemplated investment
in World Services because the Takeover Act would restrict Developers' ability to
act as a majority shareholder in the future. After negotiations among the
     principals of World Services and Developers, Developers agreed to the
following
covenants designed to protect the interests of the minority shareholders should
Developers complete the tender offer:

     (i)  Developers will not cause World Services to divest or sell any
          material assets through a distribution, dividend, payment of any sort
          or to conduct any merger, consolidation, exchange or other
          transaction, in a manner which is inconsistent with the fiduciary
          duties or other legal obligations that a majority shareholder owes to
          any minority shareholders under all applicable state or federal laws;

     (ii) Developers will not cause World Services to make any payment to
          Developers in exchange for any property or services other than at fair
          market value as determined in good faith by the Board of Directors of
          World Services at the time of such transaction;

                                       10




    (iii) For so long as World Services is subject to the Securities Exchange
          Act of 1934, Developers will cause World Services to comply with
          financial reporting and other obligations pursuant to such Act, and if
          Developers determines to take World Services private through filing a
          Form 15, engaging in a 13e-3 Transaction, or other means, Developers
          will (and will cause World Services to) comply with all relevant rules
          and statutes; and

     (iv) For a period of twenty-four (24) months following the completion of
          the tender offer,

          *    Developers will not cause World Services to make any dividend or
               distribution of cash, stock or other assets or consideration to
               its shareholders, or conduct any sale, merger, consolidation,
               exchange or other transaction, pursuant to which Developers would
               receive a disproportionate amount of cash, stock or other assets
               or consideration on a per share basis in comparison to World
               Services' other shareholders;

          *    Developers will not cause World Services to enter into any sale
               of all or substantially all of its assets, merger, consolidation,
               exchange, voluntary dissolution or other transaction that would
               have the effect of eliminating the interests of the non-tendering
               shareholders and give rise to dissenters' rights under ss.47-6-23
               of the South Dakota business corporations statutes, unless either
               (i) the per share price to be paid to the non-tendering
               shareholders is not less than the tender offer Price plus
               interest calculated from the date the tender offer is completed,
               minus dividends, as provided in ss.47-33-18(1)(a) of the business
               combinations provisions under the Takeover Act, or (ii) the World
               Services Board has received a fairness opinion from an
               independent appraiser indicating that the per share price to be
               paid to the minority shareholders is fair (without applying a
               minority interest or lack of marketability discounts); and

          *    Developers will not cause World Services to enter into any
               transaction with Developers or its affiliates not giving rise to
               dissenters' rights as provided above, other than at fair market
               value (as provided above), and if World Services were to enter
               into any such transaction Developers would cause the World
               Services board to give all World Services shareholders notice of
               the transaction with an explanation of how the board reached its
               determination as to the value of the consideration that is
               detailed enough for the shareholders to reasonably evaluate the
               board's decision. Any shareholder(s) objecting to the amount or
               nature of the consideration will have the right to require World
               Services to have an independent appraisal completed, and

                    (A) if the appraised value is within 10% of the price set by
               the board, then the price will stand and World Services will pay
               for the appraisal;

                    (B) if the appraised value is more than 10% higher than the
               price set by the board, Developers will be required to pay such
               additional consideration to World Services and reimburse World
               Services for the reasonable cost of the appraisal; and

                    (C) if the appraised value is more than 10% lower than the
               price set by the board, the price will stand and the
               shareholder(s) requesting the appraisal will reimburse World
               Services for the reasonable cost of the appraisal.

                                       11




     Any shareholder's right to require an appraisal under the foregoing
provisions is subject to World Services' receipt of the prior written agreement
of such shareholder not to disclose any confidential information about World
Services or Developers contained in the appraisal and to reimburse World
Services for the appraisal cost if the appraised value is more than 10% lower
than the price set by the board (or its pro rata share of such cost if multiple
shareholders request the appraisal).

Summary and Conclusion
----------------------

     The foregoing discussion of the information and factors considered and
given weight by the World Services board of directors is not intended to be
exhaustive. In view of its many considerations, the board of directors did not
find it practicable to, and did not, quantify or otherwise assign relative
weights to the various individual factors considered. In addition, individual
members of the board of directors may have given different weights to the
various factors considered.

     After weighing all of these considerations and other matters, the board of
directors unanimously recommended the tender offer as providing liquidity to
shareholders who may desire liquidity, but remained neutral as to the adequacy
of the Offer Price.

Item 5.   Persons/Assets Retained, Employed, Compensated or Used.

     Neither World Services nor any person acting on its behalf currently
intends to employ, retain or compensate any person to make solicitations or
recommendations to shareholders on its behalf concerning the tender offer.

Item 6.   Interest in Securities of the Subject Company.

     To the knowledge of World Services, no transactions in shares of common
stock have been effected during the past 60 days by World Services or by any
executive officer, director, affiliate or subsidiary of World Services.

Item 7.   Purposes of the Transaction and Plans or Proposals.

     Except as set forth in this Schedule 14D-9, World Services is not currently
undertaking or engaged in any negotiations in response to the tender offer that
relate to:

     (1) a tender offer for, or other acquisition of, World Services' securities
     by World Services or by any subsidiary or any other person;

     (2) any extraordinary transaction, such as a merger, reorganization or
     liquidation, involving World Services or any subsidiary;

     (3) any purchase, sale or transfer of a material amount of assets of World
     Services or any subsidiary; or

     (4) any material change in the present dividend rate or policy, or
     indebtedness or capitalization of World Services.

     Except as set forth in this Schedule 14D-9, there are no transactions,
resolutions of the board of directors, agreements in principle, or signed
contracts in response to the tender offer that relate to one or more of the
events referred to in the preceding paragraph.

     In compliance with its duties to the World Services shareholders, however,
the board of directors will consider other bona fide proposals that may be
received from other persons, although none have been received to date.

                                       12




Item 8.   Additional Information.

General
-------

     Reference is hereby made to the Offer Documents that have been sent by
Developers.

South Dakota Anti-Takeover Statute.
----------------------------------

     South Dakota has adopted a statute entitled the "Domestic Public
Corporation Takeover Act." This statute is found at ss.47-33-1 et seq. of the
South Dakota laws. The statute places significant restrictions on an acquiring
person's ability to participate in or manage the affairs of any corporation it
acquires unless the acquiring person receives the prior approval and/or
cooperation of the corporation's board and/or shareholders.

     The Supreme Court of the United States has scrutinized the validity of
similar statutes in other states. In 1982, in Edgar v. MITE Corp., the U.S.
Supreme Court invalidated on constitutional grounds the Illinois Business
Takeover statute, which, as a matter of state securities law, made certain
corporate acquisitions more difficult. However, in 1987, in CTS Corp. v.
Dynamics Corp. of America, the U.S. Supreme Court held that the State of Indiana
may, as a matter of corporate law and, in particular, with respect to those
aspects of corporate law concerning corporate governance, constitutionally
disqualify a potential acquirer from voting on the affairs of a target
corporation without the prior approval of the remaining shareholders. The state
law before the U.S. Supreme Court was by its terms applicable only to
corporations that had a substantial number of shareholders in the state and were
incorporated there.

     World Services believes that the Domestic Public Corporation Takeover Act
applies to the transaction contemplated by Developers and is enforceable under
the principles expressed in the Edgar v. MITE and the CTS Corp. v. Dynamics Corp
of America cases. In adopting the statute, the South Dakota legislature also
apparently reached the same conclusion when it stated, in ss.47-33-2(1):

     "This state [South Dakota] has traditionally regulated the affairs of
     corporations organized in this state, including the regulation of mergers
     and other business combinations and the rights of shareholders. The United
     States Supreme Court has recently reaffirmed the power of states to
     regulate these affairs."

     In adopting the statute, the South Dakota legislature similarly expressed
its interest in protecting South Dakota public corporations and their
shareholders from transactions that are coercive, involve substantial risk of
unfair business dealings or deprive shareholders from realizing the full value
of their holdings. At the same time, the South Dakota legislature drafted the
statute in such a way to allow for transactions which have the support of a
company's board and/or shareholders. In these instances, the legislature
apparently felt that the board and/or shareholders would address the public
policy concerns. As part of the tender offer negotiations, Developers has
required that World Service's board and shareholders approve measures that would
eliminate the applicability of the Takeover Act and provide Developers with
greater freedom to manage the on-going business in its discretion.

     If a majority of the outstanding World Services shares are tendered, the
     September 10 Agreement requires that World Services seek shareholder
     approval of an amendment of the World Services' Articles of Incorporation
     to "opt out" of the control share acquisitions provisions (ss.ss.47-33-8
     through 47-33-16, inclusive) of the Takeover Act (the "Voting Rights
     Provision") and, if approved at the Special Meeting, to amend World
     Services' Articles of Incorporation accordingly; and

     Developers also required that the World Services board approve Developers'
     acquisition of a majority of World Services shares from shareholders who
     elect to participate in the Tender Offer for purposes of ss.47-33-17(1) of
     the Takeover Act (the "Business Combination Provision").

     These two actions have significant potential impact on World Services
shareholders who choose not to tender their shares to Developers.

                                       13




     Waiver of the Voting Rights Provision. The Voting Rights Provision provides
that a person acquiring a significant number of shares of a corporation
organized under South Dakota law may not vote those shares unless the
shareholders of the corporation specifically grant the person the right to vote.
However, a corporation may "opt out" of these provisions by amendment to its
articles of incorporation. World Services has not previously adopted such an
amendment and, therefore, without a vote of the World Services shareholders
waiving the Voting Rights Provision, Developers may acquire a majority of the
shares but would not be able to vote those shares.

     Developers has required, as a condition of completing the tender offer,
that the World Services shareholders approve, and that World Services amend its
articles of incorporation to "opt out" of the Voting Rights Provision. As a
result of the amendment to World Services' articles of incorporation, Developers
would be entitled to vote the shares acquired in the tender offer just as any
other World Services' shareholder is able to vote his or her shares.

     World Services has not yet prepared the proxy statement for this meeting,
but at the September 7, 2001 meeting, the World Services board agreed to
recommend that all shareholders who tendered their shares to Developers vote for
the amendment of articles to opt out of the Voting Rights Provision to permit
Developers to complete the tender offer. Since none of the directors or
executive officers has determined whether to tender their shares to Developers
in response to the tender offer, none of the directors has yet determined how
they intend to cast their vote on this provision.

     Waiver of the Business Combination Provision. The Business Combination
Provision imposes significant limitations on an acquiring person's ability to
enter into future business combinations with the acquired corporation, unless
the original acquisition is approved by the corporation's board or the business
combination is approved by a majority of the corporation's minority
shareholders. As a condition to the tender offer, Developers is requiring that
the World Services board approve its acquisition of shares; otherwise,
Developers would be in the unusual position where, the more successful its
tender offer, the more difficult it would be to complete a subsequent business
combination.

     In light of this, and in light of the protections that Developers offered
for the minority shareholders, the World Services board approved Developers'
purchase of shares pursuant to the tender offer at the September 7, 2001, board
meeting. This board approval also resulted in a waiver of the Business
Combination Provision.


Antitrust.
---------

     Under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended,
and the rules that have been promulgated thereunder by the Federal Trade
Commission (the "FTC"), certain transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice and the FTC and certain waiting period requirements have
been satisfied. However, the proposed acquisition of the shares by Developers
pursuant to its contemplated tender offer is not subject to these requirements
because (to the knowledge of World Services) Developers does not have either (i)
total assets of $100,000,000 or more, as stated on the last regularly prepared
balance sheet of Developers, or (ii) annual net sales of $100,000,000 or more,
as stated on Developers' last regularly prepared annual statement of income and
expense, as those terms are defined in the FTC's implementing regulations under
the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.


                                       14




Item 9.   Exhibits.

Exhibit No.        Description
-----------        -----------

     (a)(1)*       World Services' letter to shareholders
     (a)(2)        See exhibit (a)(1)
     (a)(3)        Not applicable, as this is not considered to be a going
                   private transaction
     (a)(4)        Not applicable, as there is no prospectus being used in
                   this transaction
     (a)(5)        Not applicable.
       (b)         Not applicable, as the filing person is not obtaining
                   any financing
       (c)         Not applicable, as no report, opinion, or appraisal has
                   been obtained
       (d)*        September 10 Agreement (as defined in the Schedule 14D-9)
       (e)         See exhibit (d)
       (f)         Not applicable, as there are no security holder appraisal
                   rights in connection with this transaction
       (g)         Not applicable, as World Services does not intend to make
                   any oral solicitations
       (h)         Not applicable, as World Services has not obtained any
                   written legal opinion as to the tax consequences of the
                   transaction

*        Previously filed.
-------------------


                                    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.

                                    WORLD SERVICES, INC.


                                    By: /s/ Ronne Tarrell
                                        ----------------------------------------
                                           Ronne Tarrell
                                           President and Chief Executive Officer


Dated:  October 23, 2001

                                       15