-----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, TJ2jPH+lXCYdda6jm9znm5Did9aNrCKwY2C5n8LUrmbnlQ6N7DJYAfJsKxn24e3H lcJ9zbSImvlwUtQR/KX+uQ== 0000950157-96-000383.txt : 19961120 0000950157-96-000383.hdr.sgml : 19961120 ACCESSION NUMBER: 0000950157-96-000383 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961115 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: 96667431 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. 16 TO SCHEDULE 14D-1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- Amendment No. 16 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 Class 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. 16. Capitalized terms not defined herein have the meanings assigned thereto in the Schedule 14D-1. Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidder. (a) Now that the Offer has expired, Parent shall cause the Purchaser to effect a "long-form" merger with and into the Company, with the Company continuing as the surviving corporation. Parent currently expects the special meeting to be held, and the Merger to be consummated, in late December 1996 or early January 1997. Item 6. Interest in Securities of the Subject Company. (a) and (b) On November 15, 1996, Parent announced that the Offer expired, as scheduled, at 9:00 a.m. (EST), on Friday, November 15, 1996. As of the termination of the Offer, based on a preliminary count from the Depositary, approximately 16,100,000 Shares had been tendered and accepted for payment. These tendered Shares, together with the 1,190,000 Shares that the Purchaser currently owns, represent approximately 84% of the outstanding Shares. Item 11. Material to be Filed as Exhibits. (a)(22) Text of Press Release dated November 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. 16 is true, complete and correct. Dated: November 15, 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)(22) Text of Press Release dated November 15, 1996. EX-99.A.22 2 PRESS RELEASE [Letterhead] REVCO NEWS 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 COMPLETES TENDER OFFER FOR BIG B - --------------------------------------------------------------------- Twinsburg, Ohio (November 15, 1996) -- Revco D.S., Inc. [NYSE: RXR] announced today that it has completed its cash tender offer for all of the outstanding shares of Big B, Inc. [NASDAQ: BIGB] at a price of $17.25 per share in cash. The offer expired, as scheduled, at 9:00 a.m. (EST), on Friday, November 15, 1996. As of the termination of the offer, based on a preliminary count from the depositary for the offer, approximately 16,100,000 shares of Big B's common stock had been tendered and accepted for payment. These tendered shares, together with the 1,190,000 shares of Big B common stock that Revco currently owns, represent approximately 84% of Big B's outstanding shares. Revco and Big B will now proceed to complete a merger pursuant to which Revco will acquire the remaining shares of Big B for $17.25 per share in cash. This merger is expected to be completed late this year or early next year. D. Dwayne Hoven, President and Chief Executive Officer of Revco, said, "We are very excited about the combination of Revco and Big B. With the successful completion of our tender offer, we can now move forward to quickly realize the substantial benefits that this combination will bring to shareholders, customers and employees." 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----