-----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, PwheuMhbD5cpDeqyk/WViLEHxz4cC/dFrOfrxpRYW/XWfpK/hZS6CsGLclVaoL6g ksNit5/hiIez6K/GEBV42A== 0000950157-96-000265.txt : 19960925 0000950157-96-000265.hdr.sgml : 19960925 ACCESSION NUMBER: 0000950157-96-000265 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960924 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: 630632551 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: 96633482 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. 2 TO SCHEDULE 14D-1 ==================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- Amendment No. 2 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 (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, of Big B, Inc., an Alabama corporation (the "Company"), as set forth in this Amendment No. 2. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1. Item 3. Past Contacts, Transactions or Negotiations with the Subject Company On September 23, 1996, the Company sent to Parent the following letter: September 23, 1996 Mr. D. Dwayne Hoven President and Chief Executive Officer Revco D.S., Inc. 1925 Enterprise Parkway Twinsburg, Ohio 44087 Dear Dwayne: The Board of Directors of Big B, Inc. has carefully considered the terms and conditions of Revco's pending tender offer for Big B common stock and the proposed subsequent merger of Big B with a subsidiary of Revco. On behalf of the Board of Directors, I wish to advise you that the Board of Directors has unanimously determined that Revco's pending tender offer and related merger, as was the case with Revco's previous acquisition proposal, is not in the best interests of Big B's shareholders. The foregoing conclusion is based on the Board of Director's determination that the per share consideration in Revco's tender offer and proposed merger of $15.00 in cash is inadequate. The Board of Directors has authorized Big B's management, with the assistance of its financial and legal advisors, to actively explore alternatives to maximizing Big B shareholder value. We have already received inquiries from other interested parties. The Board of Directors has authorized Big B's management to provide confidential information concerning Big B's business and operations to any interested party, including Revco, who enters into a Confidentiality Agreement which is acceptable to us. In addition, in order to allow sufficient time to develop and consider possible alternatives, the Board has directed Big B's management to implement a Shareholder Rights Plan. Although the Board of Directors has made no decision to sell the Company, the Board will give careful consideration to any acquisition proposal that appropriately reflects Big B's intrinsic value. We note that Revco has indicated in its Offer to Purchase that it "intends to seek to negotiate with" Big B. If this remains the case, we invite you to enter into a Confidentiality Agreement with us. In such circumstances, we would be happy to meet with you, to make our advisors available to you and to provide you access to our confidential financial information. For your convenience, we have enclosed a form of Confidentiality Agreement which is acceptable to us and which we will propose be executed by all interested parties. Very truly yours, /s/ Anthony J. Bruno -------------------------- Anthony J. Bruno Chairman of the Board and Chief Executive Officer In addition, on September 23, 1996, (i) the Company announced that its Board of Directors adopted a "poison pill" shareholders rights plan (the "Rights Plan"), (ii) the Company filed a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 rejecting the Offer and recommending that the Company's shareholders not tender their shares pursuant to the Offer and (iii) the Company announced that it was actively exploring alternatives to maximizing shareholder value. In response, Parent issued a press release dated September 23, 1996. The text of the press release is contained in Exhibit (a)(9) to this Amendment No. 2. Item 10. Additional Information The information set forth in Item 3 above is incorporated by reference. (e) On September 23, 1996, the Company filed a complaint in the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (the "Complaint") in Circuit Court of Jefferson County, Alabama, Bessemer Division, (the "Court") requesting the Court to declare the Rights Plan valid and lawful and to enjoin temporarily, preliminarily and permanently the Purchaser and all others acting in concert with it from bringing any action attacking the Rights Plan or adopting the Rights Plan by the Company. On September 23, 1996, the Purchaser filed a notice of removal (this "Notice of Removal") removing the matter before the Court to the federal district court located in the Northern District of Alabama. Copies of the Complaint and the Notice of Removal have been filed as exhibits to this Amendment No. 2. Item 11. Material to be filed as Exhibits. (a)(9) Text of Press Release dated September 23, 1996. (g)(3) Complaint filed by the Company on September 23, 1996, in the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (Circuit Court of Jefferson County, Alabama, Bessemer Division). (g)(4) Notice of Removal dated September 23, 1996, in the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (Circuit Court of Jefferson County, Alabama, Bessemer 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. 2 is true, complete and correct. Dated: September 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 Text of Press Release dated (a)(9) September 23, 1996. Exhibit Complaint filed by the Company on (g)(3) September 23, 1996, in the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (Circuit Court of Jefferson County, Alabama, Bessemer Division). Exhibit Notice of Removal dated September 23, (g)(4) 1996, in the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (Circuit Court of Jefferson County, Alabama, Bessemer Division). EX-99.A9 2 PRESS RELEASE FOR IMMEDIATE RELEASE Media Contact: Investor Contact: Thomas Dingledy Dianne McCormick 216-487-1060 216-487-1900 Joele Frank/Dan Katcher Abernathy MacGregor Group 212-371-5999 REVCO RESPONDS TO BIG B Twinsburg, Ohio (September 23, 1996) - D. Dwayne Hoven, President and Chief Executive Officer of Revco D.S., Inc. [NYSE:RXR] said today that, although the Board of Directors of Big B [NASDAQ:BIGB] has recommended rejection of Revco's tender offer and has adopted a poison pill, Revco remains committed to a combination of the two companies and will actively explore ways to complete the transaction. "Naturally, we are disappointed by the recommendation of the Board of Directors of Big B that its shareholders reject our offer. We believe our $15 per share tender offer provides superior value for Big B shareholders. Our tender offer provides Big B shareholders with a 53% premium over the average closing price of Big B stock for the 90-day calendar period ended September 6, the Friday before we announced our offer. The actions by the Big B Board, including the adoption of the poison pill, simply deprive Big B's shareholders of the opportunity to receive prompt value for their shares. "We remain committed to completing a combination of Revco and Big B. We are confident the shareholders of Big B -- the owners of the Company -- will recognize the superior value of our offer. We will carefully review the terms of Big B's poison pill and the complete terms of Big B's recommendations to its shareholders to determine what additional actions are appropriate." On Monday, September 9, Revco announced that it was commencing a cash tender offer for all of the outstanding shares of Big B at a price of $15 per share. Big B has approximately 22.0 million shares on a fully diluted basis, giving the transaction a total equity value of approximately $330 million. Revco currently owns 1,190,000 shares of Big B common stock, representing approximately 5.4% of Big B's shares on a fully diluted basis. Revco, recognized as a Fortune 500 company, is the second largest drugstore chain in the U.S. operating 2,184 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. EX-99.G3 3 COMPLAINT IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA BESSEMER DIVISION BIG B, INC., ) ) Plaintiff, ) ) ) v. ) Civil Action CV96-821 ) --------------------- REVCO D.S., INC., a ) Delaware corporation, and ) RDS ACQUISITION, INC. a ) Delaware Corporation, ) ) Defendants. ) COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF ----------------------------------------------- Plaintiff Big B, Inc. ("Big B" or the "Company"), by and through its undersigned attorneys, alleges, upon knowledge as to itself and its own acts, and upon information and belief as to all other matters, as follows: 1. Plaintiff Big B is an Alabama corporation with its principal executive offices in Bessemer, Alabama. Big B and its subsidiaries operate a chain of more than 380 drug stores and stores that sell and rent medical equipment for home use throughout the state of Alabama and in certain other states. Big B stores also offer pharmacy related products and services, health and beauty aids, and other products. As of May 11, 1996, the Company had outstanding 22,010,310 shares of common stock. Shares of Big B's common stock are traded in the NASDAQ National Market. 2. Defendant Revco D.S., Inc. ("Revco") is a Delaware corporation with its principal executive offices in Twinsburg, Ohio. 3. On or about September 10, 1996, Revco and its wholly-owned subsidiary, defendant RDS Acquisition Inc. ("RDS" or "Purchaser"), also a Delaware corporation commenced a tender offer to purchase all outstanding shares of Big B common stock at a price of $15 per share. According to the Offer to Purchase filed with the Securities and Exchange Commission, the "purpose of the offer is to enable Revco to acquire control of, and the entire equity interest in, the Company." 4. The Big B Board of Directors gave careful and extensive consideration to the Revco offer at both formal and informal meetings, and received detailed financial advice from its financial advisors, The Robinson-Humphrey Company, Inc. ("Robinson-Humphrey") Following these meetings, on September 23, 1996, the Board announced its intention to explore alternatives to the Revco offer as well as its willingness to receive proposals from both Revco and other parties which may be more advantageous to shareholders than the current Revco offer. 5. The Board also recognized, however, that the Revco offer is currently scheduled to close on October 7, 1996 and that, without the benefit of a rights plan, there could be certain unnecessary pressure on shareholders to make a decision before the Big B Board has had time to explore alternatives that may be more advantageous to shareholders. The Board further concluded that the adoption of a rights plan would allow additional time for the exploration of alternatives in a deliberate manner without the coercive effect of an impending conclusion of the Revco offer. 6. Consequently, on September 23, 1996, the Big B Board of Directors, after careful consideration and consultation with its advisors, announced the adoption of a Shareholder Rights Plan (the "Rights Plan"). The Rights Plan is designed, among other things, to encourage third parties interested in acquiring the Company to negotiate with the Board, and to deter certain coercive or abusive takeover tactics. Through adoption of the Rights Plan, the Big B Board of Directors sought to reduce the risk of less than all of the Company's common stock being acquired in a transaction which could result in a change of control without full and fair value being offered to all Big B shareholders. Big B's Board also sought to preserve its bargaining power and flexibility to deal with third-party acquirors, including Revco. 7. The adoption of rights plans similar to the one adopted by Big B has been approved by courts across the United States, including the Delaware Supreme Court. Indeed, over 1600 companies, many of whom are Fortune 500 companies, have adopted Rights Plans. 8. Pursuant to the Rights Plan, the Board declared a dividend distribution of one Right for each outstanding share of Big B common stock. Each Right presently represents the right to purchase, if and when the Right becomes exercisable, shares of common stock of Big B at a specified price (the "Purchase Price"). The Rights will expire on June 30, 1997, or earlier in certain circumstances, unless earlier redeemed by the Big B Board. 9. The Rights will become exercisable and transferable apart from the common stock only if a person or group acquires beneficial ownership of 10% or more of Big B's common stock, or such earlier time as may be determined by the Board during the pendency of a tender offer that would result in a third party owning 10% or more of the outstanding common stock. Upon the occurrence of a "flip-in" or "flip-over" event (described below), each Right would become the right to purchase common stock of the Company or, in certain circumstances, the acquiring person, at a substantial discount. 10. Specifically, a flip-in will occur in the event that any person becomes the beneficial owner of 10% or more of the common stock of Big B (other than pursuant to certain types of offers). Under such circumstances, each of the Rights (other than Rights held by the party triggering the Rights which are voided) becomes a discount right entitling the holder to acquire common stock having a value equal to twice the Right's Purchase Price. A flip-over event will be deemed to have occurred if, following acquisition of 10% or more of the common stock by any person, the Company engages in a merger or certain other business combinations in which the Company does not survive. Under such circumstances, each right becomes the right to acquire common shares of the other party to the transaction having a value equal to twice the Purchase Price. In other words, the flip-in right entitles the Rights holder to purchase Big B common stock for half price. The flip-over right entitles the Rights holder to purchase the common stock of the acquiring party for half price. 11. The flip-over rights may also be triggered if the Company engages in a merger or business combination in which Big B's common stock is changed or exchanged or if the Company transfers more than 50% or its assets, earning power or cash flow in one transaction or a series of related transactions. 12. Subject to certain extension rights, the Big B Board of Directors is entitled to redeem the Rights at a price of $0.01 per Right at any time prior to the expiration of the tenth day following the acquisition of beneficial ownership of 10% or more of the common stock of Big B. The Rights Plan may be amended by the Board subject to certain conditions. 13. As described above, the Rights Plan is intended to enable the Big B Board of Directors to respond to unsolicited acquisition proposals in a manner which is in the best interests of the Company and its shareholders. Accordingly, if there is a proposed takeover which the Board deems advantageous, the Board would be in a position to redeem the outstanding Rights at a nominal consideration. 14. Big B believes and alleges that the Rights Plan is valid and lawful and was adopted in full conformance with applicable Alabama law. 15. Big B believes and alleges that the defendants, or persons or entities acting in concert with them or on their behalf, will contest the validity of the Rights Plan and will assert that the Rights Plan was adopted in violation of applicable law or in violation of Big B's board of directors' fiduciary duties. Thus, an actual controversy exists between the parties to this action which is within the power of this Court to determine pursuant to Ala. Code ss.6-6-222. Determination of the issues presented herein will afford relief from uncertainty and insecurity with respect to rights, status, and legal relations between the parties. 16. Big B has no adequate remedy at law. WHEREFORE, the plaintiff Big B, Inc. hereby requests that the Court enter a judgment against the defendants: A. Declaring the Rights Plan adopted by the Big B Board of Directors valid and lawful and adopted in full conformance with the laws of the State of Alabama or any other applicable law; B. Temporarily, preliminarily and permanently enjoining the defendants, their affiliates, subsidiaries, officers, directors and all others acting in concert with them or on their behalf from bringing any action in any other court attacking the Rights Plan or the adoption of the Rights Plan by the Big B Board under Alabama law or any other applicable law; and C. Granting such further relief, including payment of the expenses (including attorneys' fees) incurred by the plaintiff in this action, as may be just and proper under the circumstances. ----------------------- Kaye Houser Turberville (HOU002) Samuel M. Hill (HIL025) Attorneys for Plaintiff Big B, Inc. OF COUNSEL: SIROTE & PERMUTT 2222 Arlington Avenue South Post Office Box 55727 Birmingham, AL 35255-5727 (205) 930-5130 Plaintiff demands trial by jury. ------------------------ Kaye Houser Turberville Serve Defendants by Certified Mail as follows: - -------------------------- RDS Acquisition Inc. 1925 Enterprise Parkway Twinsburg, Ohio 44087 Revco D.S., Inc. 1925 Enterprise Parkway Twinsburg, Ohio 44087 EX-99.G4 4 NOTICE OF REMOVAL IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA BESSEMER DIVISION BIG B, INC., ) ) Plaintiff, ) CIVIL ACTION NO. CV-96-821 ) v. ) ) REVCO D.S., INC., a Delaware ) corporation, and RDS ACQUISITION ) INC., a Delaware corporation, ) ) Defendants. ) NOTICE OF FILING NOTICE OF REMOVAL TO: Earl N. Carter, Jr., Clerk of Court Jefferson County Courthouse, Bessemer Division 1801 North 3rd Avenue Bessemer, Alabama 35020 Pursuant to 28 U.S.C. ss. 1446(d), the defendants hereby give notice to the Circuit Court of Jefferson County, Alabama, Bessemer Division and to counsel for the plaintiff that the defendants have filed a notice of removal with the United States District Court for the Northern District of Alabama, Southern Division, and that this case has been removed to that Court. Attached is a copy of the notice of removal. ------------------------------ Hobart A. McWhorter, Jr. McW001 ------------------------------ Philip J. Carroll, III CAR076 -------------------------------- Matthew A. Aiken AIK001 Attorneys for RDS Acquisition Inc. OF COUNSEL BRADLEY, ARANT, ROSE & WHITE P.O. Box 830709 Birmingham, Alabama 35283-0709 (205) 521-8000 CERTIFICATE OF SERVICE I hereby certify that I have this date served the foregoing Notice of Removal on Kaye H. Turberville, Esq., Sirote & Permutt, P.C., 2222 Arlington Avenue South, Birmingham, Alabama 35255 by delivering a copy of same to her on this 23 day of September, 1996. -------------------------------- OF COUNSEL IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION BIG B, INC., ) ) Plaintiff, ) ) v. ) CIVIL ACTION NO. ) REVCO D.S., INC., ) a Delaware corporation, and ) RDS ACQUISITION INC., ) a Delaware corporation, ) ) Defendants. ) NOTICE OF REMOVAL TO: CLERK, U.S. DISTRICT COURT, NORTHERN DISTRICT OF ALABAMA, SOUTHERN DIVISION Please take notice that pursuant to 28 U.S.C. ss. ss. 1441, et seq., defendants Revco D.S., Inc. ("Revco") and RDS Acquisition Inc. ("RDS"), hereby remove to the United States District Court for the Northern District of Alabama, Southern Division, an action presently pending in the Circuit Court of Jefferson County, Alabama, Bessemer Division, entitled, BIG B, INC. v. REVCO D.S., INC., a Delaware corporation, and RDS ACQUISITION INC., a Delaware corporation, Civil Action no. 96-821, filed on September 23, 1996, in the Circuit Court of Jefferson County, Alabama, Bessemer Division, upon the following grounds: 1. This action was commenced by the filing of the Complaint for Declaratory and Injunctive Relief on September 23, 1996. Copies of all process, pleadings and orders served upon counsel for Revco and RDS or present in the state court clerk's file in this action are attached hereto as Exhibit "A." 2. There is one named Plaintiff to this action. Plaintiff Big B, Inc. ("Big B") alleges that it is a corporation organized and existing under the laws of the State of Alabama with its principal place of business located at 2600 Morgan Road, S.E., Bessemer, Alabama. Complaint, P. 1. 3. There are two named Defendants to this action. Defendant Revco is a Delaware corporation with its principal place of business in Twinsburg, Ohio. Defendant RDS is also a Delaware corporation with its principal place of business in Twinsburg, Ohio. 4. The first notice of this action to the defendants was made on September 23, 1996, when counsel for defendants Revco and RDS received a copy of the complaint. This action is removed within thirty days of notice thereof to Revco and RDS, pursuant to 28 U.S.C. ss. 1446(b). 5. This Court has jurisdiction over this action pursuant to 28 U.S.C. ss.1332. In relevant part, 28 U.S.C. ss. 1441(a) provides that "any civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant . . . to the district court of the United States . . . ." Article III, ss.2 of the United States Constitution confers federal judicial power to controversies between the citizens of different states. Federal district courts are granted original jurisdiction over diversity cases in which the amount in controversy exceeds $50,000.00. 28 U.S.C. ss.1332. 6. For purposes of diversity of citizenship federal jurisdiction, diversity exists whenever all of the plaintiffs are of different citizenship than all of the defendants. Lane v. Champion Intern. Corp., 827 F. Supp. 701 (S.D. Ala. 1993) (citing Strawbridge v. Curtiss, 7 U.S. 267 (1806)). This requirement is satisfied here. Big B is an Alabama corporation with its principal place of business in Alabama. Revco and RDS are both Delaware corporations with their principal place of business in Twinsburg, Ohio. 7. In addition to the requirement that parties be diverse citizens, the amount in controversy must exceed $50,000.00. 28 U.S.C. ss.1332. Plaintiff Big B seeks a declaratory judgment and injunctive relief. "The purpose of an amount in controversy requirement is to ensure the substantiality of the suit itself, not solely the amount which the plaintiff stands to recover." 1 J. Moore, Moore's Federal Practice P. 91[1] at 819 (2 ed. 1991). In a diversity case, the amount in controversy is "measured not by the monetary result of determining the principle involved but by its pecuniary consequence to those involved in the litigation." Thomson v. Gaskill, 315 U.S. 442, 447 (1942). See also Duderwicz v. Sweetwater Sav. Ass'n, 595 F.2d 1008, 1014 (4th Cir. 1979). Therefore, in an action for injunctive relief, "it is well established that the amount in controversy is measured by the value of the object of the litigation." Hunt v. Washington State Apple Adv. Comm'n, 432 U.S. 333, 347-48 (1977). 8. The amount in controversy far exceeds $50,000.00. This litigation involves a tender offer for all the outstanding shares of plaintiff's common stock, which has an announced equity value of approximately $330 million dollars. Furthermore, the subject of plaintiff's declaratory judgment action is a Shareholder Rights Plan, which could cost defendants significantly more than the $50,000.00 jurisdictional amount. 9. Because the amount in controversy exceeds $50,000.00 and complete diversity exists, this case is a civil action of which the United States District Courts have original jurisdiction under 28 U.S.C. ss. 1332(a), and is therefore properly removable pursuant to 28 U.S.C. ss. 1441. 10. Revco and RDS are the only defendants to this action, and they both join in this Notice of Removal. 11. Pursuant to 28 U.S.C. ss. 1446(d), a copy of this Notice of Removal is being filed with the Clerk of the Circuit Court of Jefferson County, and served upon counsel for the only adverse party. WHEREFORE, Revco D.S., Inc. and RDS Acquisition Inc. hereby remove this action, now pending in the Circuit Court of Jefferson County, Alabama, Bessemer Division, to this Court pursuant to 28 U.S.C. Section 1441(b) and respectfully request that this Court take cognizance, accept jurisdiction, and enter such orders or take such steps as may be necessary to effect a true record of such proceedings as may have been had in the Circuit Court of Jefferson County, Alabama, Bessemer Division. ------------------------------- Hobart A. McWhorter, Jr. ------------------------------- Philip J. Carroll, III ------------------------------- Matthew A. Aiken Attorneys for Revco D.S., Inc. and RDS Acquisition Inc. OF COUNSEL: BRADLEY, ARANT, ROSE & WHITE P.O. Box 830709 Birmingham, Alabama 35283-0709 (205) 521-8000 CERTIFICATE OF SERVICE I hereby certify that I have this date served the foregoing Notice of Removal on Kaye H. Turberville, Esq., Sirote & Permutt, P.C., 2222 Arlington Avenue South, Birmingham, Alabama 35255 by delivering a copy of same to her on this 23 day of September, 1996. ------------------------------ OF COUNSEL -----END PRIVACY-ENHANCED MESSAGE-----