-----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, OdmO4CN1asAimMeKS0CvLXT0xwKv4yY9X/Z+D7XYXnsBOdXVAMs5usSVa4NfzzAP H0VWkwcjJGKL3pxyv1sCKg== 0000950157-96-000337.txt : 19961024 0000950157-96-000337.hdr.sgml : 19961024 ACCESSION NUMBER: 0000950157-96-000337 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961023 SROS: NASD GROUP MEMBERS: RDS ACQUISITION INC. GROUP MEMBERS: REVCO D S INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIG B INC CENTRAL INDEX KEY: 0000352720 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341527876 STATE OF INCORPORATION: AL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34305 FILM NUMBER: 96646580 BUSINESS ADDRESS: STREET 1: 2600 MORGAN ROAD S E CITY: BIRMINGHAM STATE: AL ZIP: 35023 BUSINESS PHONE: 2054243421 MAIL ADDRESS: STREET 1: P O BOX 10168 CITY: BIRMINGHAM STATE: AL ZIP: 35202 FILED BY: 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: SC 14D1/A 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 SC 14D1/A 1 AMENDMENT NO. 11 TO SCHEDULE 14D-1 ======================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 11 to Schedule 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Statement on Schedule 13D Under the Securities Exchange Act of 1934 Big B, Inc. (Name of Subject Company) --------------- RDS Acquisition Inc. Revco D.S., Inc. (Bidders) --------------- Common Stock, Par Value $0.001 Per Share (Including the Associated Common Stock Purchase Rights) (Title of Class of Securities) 0888917106 (CUSIP Number of Classes of Securities) --------------- Jack A. Staph, Esq. Senior Vice President, Secretary and General Counsel Revco D.S., Inc. 1925 Enterprise Parkway Twinsburg, OH 44087 (216) 487-1667 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidders) --------------- Copy to: Richard Hall, Esq. Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York 10019-7475 (212) 474-1293 ======================================================================= RDS Acquisition Inc. (the "Purchaser") and Revco D.S., Inc. ("Parent") hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D (as amended prior to the date hereof, the "Schedule 14D-1"), originally filed on September 10, 1996, with respect to their offer to purchase all outstanding shares of Common Stock, par value $0.001 per share, including the associated common stock purchase rights, of Big B, Inc., an Alabama corporation (the "Company"), as set forth in this Amendment No. 11. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1. Item 10. Additional Information. (e) On October 18, 1996, the Honorable Judge U. W. Clemon of the United States District Court for the Northern District of Alabama, Southern Division, issued an order dismissing, without prejudice, the action (96-C-2446-S) filed by the Company seeking, among other things, clarification of the Purchaser's demand to inspect the securityholder lists and related corporate records of the Company pursuant to Section 16.02 of the Alabama Business Corporation Act. As previously disclosed, the litigation between Parent and the Company relating to the Company's rights plan has been stayed by agreement of the parties. Item 11. Material to be Filed as Exhibits. (g)(10) Order of Dismissal dated October 18, 1996, of the action entitled Big B, Inc. v. RDS Acquisition, Inc. (96-C-2446-S) issued by the Honorable Judge U. W. Clemon of the United States District Court for the Northern District of Alabama, Southern Division. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 11 is true, complete and correct. Dated: October 23, 1996 REVCO D.S., INC., by /s/ Jack A. Staph ----------------------------------- Name: Jack A. Staph Title: Senior Vice President, Secretary and General Counsel RDS ACQUISITION INC., by /s/ Jack A. Staph ----------------------------------- Name: Jack A. Staph Title: Vice President and Secretary Exhibit Index Page Exhibit Order of Dismissal dated October 18, (g)(10) 1996, of the action entitled Big B, Inc. v. RDS Acquisition, Inc. (96-C-2446-S) issued by the Honorable Judge U. W. Clemon of the United States District Court for the Northern District of Alabama, Southern Division. EX-99.G10 2 ORDER OF DISMISSAL IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION BIG B, INC., ) ) Plaintiff, ) ) vs. ) CIVIL ACTION NUMBER ) RDS ACQUISITION, INC., ) 96-C-2446-S ) Defendant. ) ORDER OF DISMISSAL For the failure of plaintiff to pursue this action, it is hereby DISMISSED, without prejudice. Each party shall bear its own costs. DONE this 18th day of October, 1996. /s/ U.W. Clemon ----------------------------- UNITED STATES DISTRICT JUDGE U. W. CLEMON -----END PRIVACY-ENHANCED MESSAGE-----