-----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, B0tsGR4/K6m31jRuWnxycm4DJyuJbuAorNvbQh2B/UYAiXBLp/fGzSJQpYk5fHg8 0PHqX3pewI5M0X+HS/j0/Q== 0000950157-96-000319.txt : 19961016 0000950157-96-000319.hdr.sgml : 19961016 ACCESSION NUMBER: 0000950157-96-000319 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961015 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: 96642832 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. 9 TO SCHEDULE 14D-1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 9 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. 9. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1. Item 4. Source and Amount or Funds or Other Consideration. (a) and (b) On September 9, 1996, the parties to the Credit Agreement entered into Amendment No. 1 to the Credit Agreement, which makes certain technical amendments desirable in connection with the making of the Offer and the Proposed Merger. Item 11. Material to be Filed as Exhibits (b)(2) Amendment No. 1 dated as of September 9, 1996, to the Amended and Restated Credit Agreement dated as of July 27, 1995, among Parent, Banque Paribas and Bank of America Illinois, as managing agents, Bank of America National Trust and Savings Association, as adminstrative agent, and the syndicate of lenders thereto. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 9 is true, complete and correct. Dated: October 11, 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 (b)(2) Amendment No. 1 dated as of September 9, 1996, to the Amended and Restated Credit Agreement dated as of July 27, 1995, among Parent, Banque Paribas and Bank of America Illinois, as managing agents, Bank of America National Trust and Savings Association, as adminstrative agent, and the syndicate of lenders thereto. EX-99.B2 2 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 THIS AMENDMENT NO. 1 (this "Amendment"), dated as of September 9, 1996 (the "Amendment Effective Date"), by and among REVCO D.S., INC., a Delaware corporation ("Revco"), the undersigned Lenders, BANQUE PARIBAS, a French banking corporation, and BANK OF AMERICA ILLINOIS, an Illinois banking corporation, as Managing Agents, and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent, W I T N E S S E S: WHEREAS, certain parties to this Amendment are parties to that certain Amended and Restated Credit Agreement, dated as of July 27, 1995, with Revco (as in effect immediately prior to the Amendment Effective Date, the "Existing Credit Agreement" and, as amended by this Amendment, the "Credit Agreement"); and WHEREAS, Revco has requested that the Revolving Lenders amend the Existing Credit Agreement in the manner set forth herein; and WHEREAS, pursuant to Section 11.1 of the Credit Agreement, such amendments require the consent of the Required Lenders thereunder; and WHEREAS, the undersigned Revolving Lenders have consented to such amendments on the terms and conditions set forth herein, NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto, intending legally to be bound hereby, agree as follows: SECTION 1. Defined Terms; Interpretation. This Amendment is a Credit Document under the Credit Agreement and, accordingly, Article I of the Credit Agreement applies hereto. SECTION 2. Amendments. On and from the Amendment Effective Date, the Existing Credit Agreement is hereby amended as follows: (a) Section 8.2.3 (Liens) of the Credit Agreement is amended by adding at the end thereof the following: ; provided that the provisions of this Section 8.2.3 shall not apply to Margin Stock (or that portion thereof) otherwise subject to such provisions with a value (determined by any reasonable method selected by the Required Lenders) in excess of 25% of the value (as so determined) of all assets subject to such provisions (including such Margin Stock or portion thereof) (b) Clause (g) of Section 8.2.5 (Investments) of the Credit Agreement is amended by deleting the amount "$10,000,000" and substituting the amount "$50,000,000" in lieu thereof. (c) Section 8.2.8 (Consolidation, Merger, Acquisitions, etc.) of the Credit Agreement is amended by adding after the words "Permitted Material Acquisition" in clause (b) thereof the words "or Permitted Strategic Investment" and adding at the end thereof the following: , and provided, further, that the provisions of this Section 8.2.8 shall not apply (i) to any sale or disposition of Margin Stock for fair consideration, and (ii) to any Margin Stock (or that portion thereof) otherwise subject to such provisions with a value (determined by any reasonable method selected by the Required Lenders) in excess of 25% of the value (as so determined) of all assets subject to such provisions (including such Margin Stock or portion thereof) (d) Section 9.1.6 (Default or Other Indebtedness, etc.) of the Credit Agreement is amended by adding after the words "other material agreement" the following: (other than a default under terms applicable to Indebtedness owed to any Revolving Lender or Affiliate thereof restricting the sale, pledge or other disposition by Revco of Margin Stock with a value in excess of 25% of the value of all assets subject to such terms) (e) Schedule I to the Credit Agreement (Definitions) is amended by adding thereto the following defined terms (in appropriate alphabetical order): "Margin Stock" means margin stock (within the meaning of F.R.S. Board Regulation G, T, U or X). "Permitted Strategic Investment" means acquisition by Revco or a Subsidiary thereof of outstanding capital stock of any Person: (a) the acquisition of all or substantially all of the outstanding capital stock of such Person Revco's Board of Directors has determined in good faith would constitute either (x) a Permitted Material Acquisition or (y) an acquisition permitted under clause (c) of Section 8.2.8; (b) which stock has been acquired as part of a plan for such Permitted Material Acquisition or acquisition, as the case may be; (c) notice of which plan has been given to the Managing Agents, together with Revco's computation supporting its determination that such acquisition will constitute a Permitted Material Acquisition, if applicable, including the pro forma tests contemplated by clause (d) of the definition thereof; and (d) which stock will be sold or otherwise disposed by Revco as promptly as practicable following Revco's determination not to proceed with such Permitted Material Acquisition or acquisition, as the case may be. SECTION 3. Representations and Warranties. To induce the Lenders to enter into this Amendment, Revco represents and warrants to the Administrative Agent, the Managing Agents and the Revolving Lenders as follows: (a) the representations and warranties of Revco contained in Article VII of the Credit Agreement (except those solely relating to an earlier date) are true and correct in all material respects on the Amendment Effective Date; and (b) no Default has occurred and is continuing on the date hereof. SECTION 4. Effectiveness. This Amendment shall be and become effective if on or before September 30, 1996, this Amendment has been duly executed and delivered by Revco to the Administrative Agent and the Administrative Agent has received evidence satisfactory to it of the due execution and delivery hereof by the Required Lenders. SECTION 5. Miscellaneous. (a) Except as amended hereby, the Existing Credit Agreement and each other Credit Document remains in full force and effect and, except as otherwise set forth herein, Revco hereby ratifies and confirms its representations, warranties, covenants and agreements contained in, and liabilities under, the Credit Agreement and the other Credit Documents. (b) On and from the Amendment Effective Date, reference to the Existing Credit Agreement in any Credit Document shall be deemed to include a reference to the Credit Agreement, whether or not reference is made to this Amendment. (c) This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which when taken together shall constitute a single agreement. IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered by their respective representatives thereunto duly authorized as of the date first hereinbefore appearing. REVCO D.S., INC. By: /s/ Brian P. Carney ------------------------- Name: Brian P. Carney Title: Senior Vice President, Finance BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent and Bid Loan Agent By: /s/ Eric A. Schubert ------------------------- Name: Eric A. Schubert Title: Managing Director BANK OF AMERICA ILLINOIS, individually, as LC Issuer and as Managing Agent By: /s/ Eric A. Schubert ------------------------- Name: Eric A. Schubert Title: Managing Director BANKQUE PARIBAS, individually, as LC Issuer and as Managing Agent By: /s/ Peter Toal ------------------------- Name: Peter Toal Title: Regional General Manager By: /s/ Gerald E. O'Keefe ------------------------- Name: Gerald E. O'Keefe Title: Vice President ABN-AMRO BANK N.V. BY: ABN AMRO North America, Inc., as agent By: /s/ James M. Janovsky ------------------------- Name: James M. Janovsky Title: Group V.P. and Director By: /s/ Kathryn C. Toth ------------------------- Name: Kathryn C. Toth Title: V.P. and Operational Manager BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ F.N. Wilms ------------------------- Name: F.N. Wilms Title: Vice President THE CHASE MANHATTAN BANK (formerly known as Chemical Bank) By: /s/ William Rindfuss ------------------------- Name: William Rindfuss Title: Vice President CITIBANK, N.A. By: /s/ Majorie Futornick ------------------------- Name: Majorie Futornick Title: Vice President CREDIT LYONNAIS CAYMAN ISLAND BRANCH By: /s/ Mary Ann Klemm ------------------------- Name: Mary Ann Klemm Title: Authorized Signature CREDIT LYONNAIS CHICAGO BRANCH By: /s/ Mary Ann Klemm ------------------------- Name: Mary Ann Klemm Title: Vice President and Group Head FIRST BANK NATIONAL ASSOCIATION By: /s/ Bradley R. Sprang ------------------------- Name: Bradley R. Sprang Title: Commercial Banking Officer THE LONG-TERM CREDIT BANK OF JAPAN, LTD. CHICAGO BRANCH By: /s/ Brady S. Sadek ------------------------- Name: Brady S. Sadek Title: Vice President & Deputy General Manager NATIONSBANK, N.A. (CAROLINAS) By: /s/ Justine E. Tobin ------------------------- Name: Justine E. Tobin Title: Vice President PNC BANK, NATIONAL ASSOCIATION By: /s/ William V. Armitage ------------------------- Name: William V. Armitage Title: Vice President BANK OF MONTREAL By: /s/ W. T. Calder ------------------------- Name: W. T. Calder Title: Director THE BANK OF NEW YORK By: /s/ Paula M. DiPonzio ------------------------- Name: Paula M. DiPonzio Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ F.C.H. Ashby ------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations CRESTAR BANK By: /s/ Linda L. Bergmann ------------------------- Name: Linda L. Bergmann Title: Vice President DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Thomas J. Nadramia ------------------------- Name: Thomas J. Nadramia Title: Vice President By: /s/ John W. Sweeney ------------------------- Name: John W. Sweeney Title: Assistant Vice President THE FUJI BANK, LIMITED By: /s/ Hidehiko Ide ------------------------- Name: Hidehiko Ide Title: General Manager THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ Hiroaki Nakamura ------------------------- Name: Hiroaki Nakamura Title: Joint General Manager NATIONAL CITY BANK By: /s/ Stanley J. Gregorin, Jr. ------------------------------- Name: Stanley J. Gregorin, Jr. Title: Vice President THE NIPPON CREDIT BANK, LTD. By: /s/ Clifford Abramsky ------------------------- Name: Clifford Abramsky Title: Senior Manager THE NORTHERN TRUST COMPANY By: /s/ S. Biff Bowman ------------------------- Name: S. Biff Bowman Title: Vice President WACHOVIA BANK OF GEORGIA, N.A. By: /s/ Henry H. Hagan ------------------------- Name: Henry H. Hagan Title: Vice President THE YASUDA TRUST & BANKING CO., LTD. By: /s/ Joseph C. Meek ------------------------- Name: Joseph C. Meek Title: Deputy General Manager -----END PRIVACY-ENHANCED MESSAGE-----