-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N6CM4oRSGc2sgM8EmI17yW9ZAarBF5svwWn5VQCBLlayiDa6a1vTU/Qa6dgl98ce 549n3s1lqEY//zYxV/syRQ== 0000950152-96-006326.txt : 19961202 0000950152-96-006326.hdr.sgml : 19961202 ACCESSION NUMBER: 0000950152-96-006326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961115 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961126 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REVCO D S INC CENTRAL INDEX KEY: 0000083496 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341527876 STATE OF INCORPORATION: DE FISCAL YEAR END: 0602 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-91774 FILM NUMBER: 96672322 BUSINESS ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 BUSINESS PHONE: 2164259811 MAIL ADDRESS: STREET 1: 1925 ENTERPRISE PKWY CITY: TWINSBURG STATE: OH ZIP: 44087 8-K 1 REVCO D.S., INC. 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): November 15, 1996 REVCO D.S., INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-5025 34-1527876 -------- ------ ---------- (State or Other Jurisdiction of (Commission File Number) (IRS Employer Incorporation) Identification No.) 1925 Enterprise Parkway, Twinsburg, Ohio 44087 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (216) 425-9811. 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On November 15, 1996, the Registrant announced that it had completed its previously reported cash tender offer (the "Tender") for all of the outstanding shares of Big B, Inc. ("Big B"). As disclosed in the Registrant's Schedules 14D-1 and 13D filed with the Commission on September 10, 1996, the Registrant utilized available cash on hand and borrowings under the Registrant's Revolving Credit Facility to pay for the tendered Big B shares. As a result of the completion of the Tender, the Registrant owns, through its wholly-owned subsidiary, RDS Acquisition Inc., 18,422,501 shares of Big B's common stock, including 1,190,000 previously acquired shares, which represents approximately 87.9% of Big B's outstanding shares of common stock. The aggregate purchase price for Big B's shares held by the Company, including the shares acquired upon consummation of the Tender, was $297,261,000 which is approximately 14% of the assets of the Registrant and its consolidated subsidiaries. A copy of the Registrant's press release issued in connection with the completion of the Tender and execution of the Merger Agreement is attached to this Form 8-K as Exhibit "99.1". ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of businesses acquired. In accordance with the applicable provisions of Regulation S-X, no financial statements have been filed with this report since the assets acquired by the Company comprise less than 20% of the assets of the Registrant and its consolidated subsidiaries. (b) Pro forma financial information. In accordance with the applicable provisions of Regulation S-X, no pro forma financial information has been filed with this report since the assets acquired by the Company comprise less than 20% of the assets of the Registrant and its consolidated subsidiaries. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REVCO D.S., INC. Date: November 25, 1996 By: /s/ JACK A. STAPH --------------------------------- Jack A. Staph Senior Vice President, Secretary and General Counsel EX-99.1 2 EXHIBIT 99.1 1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACT: INVESTOR CONTACT: Thomas Dingledy Dianne McCormick 216/425-9811 x6145 216/425-9811 x1900 Joele Frank/Dan Katcher Abernathy MacGregor Group 212/371-5999 REVCO COMPLETES TENDER OFFER FOR BIG B ------------------------------------------------------------------ TWINSBURG, OHIO (NOVEMBER 15, 1996) - Revco D.S., Inc. [NYSE: RXR] announced today that it has completed its cash tender offer for all of the outstanding shares of Big B, Inc. [NASDAQ: BIGB] at a price of $17.25 per share in cash. The offer expired, as scheduled, at 9:00 a.m. (EST), on Friday, November 15, 1996. As of the termination of the offer, based on a preliminary count from the depositary for the offer, approximately 16,100,000 shares of Big B's common stock had been tendered and accepted for payment. These tendered shares, together with the 1,190,000 shares of Big B common stock that Revco currently owns, represent approximately 84% of Big B's outstanding shares. Revco and Big B will now proceed to complete a merger pursuant to which Revco will acquire the remaining shares of Big B for $17.25 per share in cash. This merger is expected to be completed late this year or early next year. D. Dwayne Hoven, President and Chief Executive Officer of Revco, said, "We are very excited about the combination of Revco and Big B. With the successful completion of our tender offer, we can now move forward to quickly realize the substantial benefits that this combination will bring to shareholders, customers and employees." Revco, recognized as a Fortune 500 company, is the second largest drugstore chain in the U.S. operating 2,202 stores in 14 contiguous Midwestern, Southeastern and Eastern states. The stores sell prescription and over-the-counter drugs, health and beauty aids and other consumer products. Revco employs more than 32,000 associates in its stores, network of five distribution centers, regional offices and corporate offices in Twinsburg, Ohio. Note to Editors: Today's news release, along with other news about Revco, is available by calling Company News On-Call at 1-800-758-5804, extension 751257. Information is also available on the Internet at: http:\\www.revco.com. ### -----END PRIVACY-ENHANCED MESSAGE-----