-----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, Q+YcioDskiDJsAYQuiXkeAETEVHLM54IiYULmnb/TjagsXYNA5E6GdePBvr6///S GxcU2MkL8QtqI88CmSJcvQ== 0000950157-96-000323.txt : 19961021 0000950157-96-000323.hdr.sgml : 19961021 ACCESSION NUMBER: 0000950157-96-000323 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961018 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: 96645131 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. 10 TO SCHEDULE 14D-1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 10 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. 10. 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. (b) On October 15, 1996, Parent received a letter sent by The Robinson-Humphrey Company, Inc. ("Robinson-Humphrey") on behalf of the Company that, among other things, advised that any party interested in acquiring the Company should submit a written bid to Robinson-Humphrey, the Company's financial advisor, not later than 5:00 p.m., Atlanta time, on Friday, October 25, 1996. A copy of such letter is filed herewith as Exhibit (c)(6) and is incorporated herein by reference. Item 10. Additional Information. (f) Parent announced on October 18, 1996, that the Purchaser had extended the Expiration Date of the Offer until 5 p.m., New York time, on Friday, October 25, 1996. Parent currently believes that all the conditions to the Offer other than the Minimum Tender Condition and the Rights Condition are satisfied as of the date of this Amendment. The Offer is hereby amended to add the following as the final sentence of the penultimate paragraph of Section 14 of the Offer to Purchase: Parent and the Purchaser have the right to rely on any condition set forth in the immediately preceding sentence being satisfied in determining whether to consummate the Offer; however, if Parent or the Purchaser asserts the failure of any such condition without relying on the exercise of its reasonable judgment or some other objective criteria, Parent and the Purchaser shall promptly disclose such assertion and the Expiration Date will be (and, if necessary, will be extended to be) at least five business days after the date of such disclosure. Item 11. Material to be Filed as Exhibits. (a)(13) Text of Press Release dated October 18, 1996. (c)(6) Letter from Robinson-Humphrey on behalf of the Company dated October 15, 1996. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 10 is true, complete and correct. Dated: October 18, 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 (a)(13) Text of Press Release dated October 18, 1996. Exhibit (c)(6) Letter from Robinson-Humphrey on behalf of the Company dated October 15, 1996. EX-99.A13 2 PRESS RELEASE 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 EXTENDS TENDER OFFER FOR ALL OF THE OUTSTANDING SHARES OF BIG B ------------------------------------------- Twinsburg, Ohio (October 18, 1996) -- Revco D.S., Inc. [NYSE: RXR] announced today that its subsidiary RDS Acquisition Inc. has extended its cash tender offer for all of the outstanding shares of Big B, Inc. [NASDAQ: BIGB] at a price of $15 per share until 5:00 p.m. (EDT), on Friday, October 25, 1996. As of 6:00 p.m. (EDT), on October 17, 1996, 9,682 shares of Big B's outstanding common stock had been tendered to Revco under the terms of the offer. The tender offer was scheduled to expire at 5:00 p.m. (EDT), on Friday, October 18, 1996. The tender offer is conditioned, among other things, upon the acquisition of a majority of Big B's outstanding common shares and the Big B poison pill shareholder rights being redeemed, invalidated or otherwise being inapplicable to the tender offer and Revco's proposed merger to acquire all outstanding Big B shares. As previously announced, the Hart-Scott-Rodino waiting period applicable to the tender offer has expired. 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. EX-99.C6 3 LETTER FROM ROBINSON-HUMPHREY [Letterhead of The Robinson-Humphrey Company, Inc.] BY FEDERAL EXPRESS TO: PROJECT TIDE PARTICIPANTS FROM: Charlie Shelton (404) 266-6015 Rennie Faulkner (404) 266-6658 Jim Childs (404) 266-6435 DATE: October 15, 1996 Enclosed with this letter is a package of information that has been collected or developed by Big B, Inc. in response to requests from various participants to receive certain information that was not available in the data room. Although as financial advisors to Big B we will continue to entertain requests for additional information and will schedule facility visits for those interested, we believe that with this new information each participant should be in a position to formulate a bid to acquire Big B. We have accordingly streamlined the process as outlined below. Any participant that is interested in acquiring Big B should deliver to our offices to the attention of Charlie Shelton a written bid package not later than 5:00 p.m., Atlanta time, on Friday, October 25, 1996. Deliveries may be made by hand to the address indicated below or by fax to (404) 266-5966. A failure by any participant to provide a bid package by this deadline will be taken to mean that such participant is not interested in acquiring Big B. In order to be deemed complete, each bid package must contain at least the following information and documents: * a proposed form of merger agreement which provides for the precise proposed form of consideration and purchase price per share and which the participant represents it is prepared to execute and deliver; * the precise status of any and all equity and/or debt financing arrangements that would be entered into by such participant in connection with an acquisition of Big B, including copies of any related letters which third party financing sources have delivered or are prepared to deliver to evidence their commitment to provide financing; * any specific divestiture or other commitment the participant is prepared to make to address any concerns that may be raised by antitrust authorities; * any third party approvals or other contingencies that could delay or otherwise limit such participant's ability to complete an acquisition of Big B on a prompt basis; * an estimated timetable for the completion of the transaction; and * information as to how to contact key individuals beginning on the evening of October 25. Each participant is strongly encouraged to submit with its bid package its highest and best bid. Any bid package that indicates a range of proposed purchase prices will be deemed to reflect a bid at the bottom end of the range and any attempt to indicate a proposed purchase price by reference to bids that may be received from other parties will be disregarded. Richard Cohn, Big B's regular outside counsel at Sirote & Permutt, P.C., at (205) 930-5133, and Randall Doud, Big B's special outside counsel at Skadden Arps, at (212) 735-2524, will be available to review and provide guidance concerning any proposed form of merger agreement that any participant may wish to submit. In any event, we encourage any participant to review with Mr. Doud such participant's assessment of any antitrust or other legal issues relevant to an acquisition by such participant of Big B. Although circumstances may warrant a different approach, we currently expect that the Big B Board of Directors will convene over the weekend of October 26 to consider bids received and, should one or more bids be received that are acceptable as to price and other terms and conditions, to authorize Big B to enter into a merger agreement with the successful bidder. Should you have any questions, please call one of us. -----END PRIVACY-ENHANCED MESSAGE-----