-----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, NsErG7KFfCVD+nbls4gLq0bLCV5R3CSWtTxRpZyhbx2Hlen8uJTgv6VRfkEt2Lkw a5Elgckfr9BQzQ/5AGjsSw== 0000950157-96-000301.txt : 19961008 0000950157-96-000301.hdr.sgml : 19961008 ACCESSION NUMBER: 0000950157-96-000301 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961007 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: 96640284 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. 7 TO SCHEDULE 14D-1 ========================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 7 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. 7. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1. Item 10. Additional Information. (e) On October 3, 1996, the Honorable Judge William M. Acker, Jr., of the United States District Court for the Northern District of Alabama, Southern Division, issued an order denying the Company's motion to remand the case entitled Big B, Inc. v. Revco D.S., Inc., et al. (96-AR-2496-S) to the Circuit Court of Jefferson County, Bessemer Division, from whence it was removed. Judge Acker also set a hearing date of October 18, 1996, for Parent's motion for a preliminary injunction. As previously disclosed, pursuant to the Confidentiality Agreement dated October 3, 1996, Parent and the Company have agreed to stay this proceeding, and Parent intends to file the appropriate documents with the Court to adjourn this hearing and otherwise stay this proceeding. Item 11. Material to be Filed as Exhibits. (g)(8) Memorandum Opinion and Order issued October 3, 1996, by the Honorable Judge William M. Acker, Jr., of the United States District Court for the Northern District of Alabama, Southern Division, denying the Company's motion to remand. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 7 is true, complete and correct. Dated: October 7, 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 (g)(8) Memorandum Opinion and Order issued October 3, 1996, by the Honorable Judge William M. Acker, Jr., of the United States District Court for the Northern District of Alabama, Southern Division, denying the Company's motion to remand. EX-99.G8 2 MEMORANDUM OPINION AND ORDER IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ALABAMA SOUTHERN DIVISION BIG B, INC., ) ) Plaintiff ) CIVIL ACTION NO. ) vs. ) 96-AR-2496-S ) REVCO D.S., INC., ET AL., ) ) Defendants. ) MEMORANDUM OPINION AND ORDER The court has for consideration the motion of Big B, Inc., to remand the above-entitled case to the Circuit Court of Jefferson County, Bessemer Division, from whence it was removed. The jurisdictional controversy centers not around the question of whether or not complete diversity exists but solely on whether or not the $50,000 jurisdictional amount under 28 U.S.C. Section 1332 exists. Although the court agrees with the removing defendants that the subject matter of the controversy, even though not precisely quantifiable, is "worth" more than $50,000, either to plaintiff, or to defendants, and therefore certainly in the aggregate to plaintiff and to defendants, a much easier route to the court's conclusion that this controversy involves more than $50,000 is the simple fact that in the complaint itself plaintiff seeks an attorneys fee. Whether or not an attorneys fee will ever be recovered is not the issue. The fact that an attorneys fee is claimed, together with the judicial knowledge that no claim for an attorneys fee once a case reaches that stage is ever less than $50,000, is enough. Therefore, the motion to remand is DENIED. As promised by the court at the status and scheduling conference held on October 2, 1996, all requests for relief, both by plaintiff or by defendants, will be heard on the merits at 11:00 A.M., October 18, 1996, in accordance with Rule 65(a)(2), F.R.Civ.P. To the extent discovery is needed, the parties shall cooperate toward being mutually prepared for trial on this expedited basis. And, to the extent the parties can agree on facts, they shall prepare and present to the court an agreed statement of facts by 4:30 P.M., October 17, 1996. DONE this 3rd day of October, 1996. /s/ William M. Acker, Jr. ----------------------------- WILLIAM M. ACKER, JR. UNITED STATES DISTRICT JUDGE -----END PRIVACY-ENHANCED MESSAGE-----