SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 5 TO
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
___________________________
BIG B, INC.
(Name of Subject Company)
BIG B, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
___________________________
088891106
(CUSIP Number of Class of Securities)
___________________________
ANTHONY J. BRUNO
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BIG B, INC.
2600 MORGAN ROAD, S.E.
BESSEMER, AL 35023
(205) 424-3421
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
___________________________
COPIES TO:
RICHARD COHN, ESQ. AND RANDALL H. DOUD, ESQ.
SIROTE & PERMUTT, P.C. SKADDEN, ARPS, SLATE,
2222 ARLINGTON AVENUE SOUTH MEAGHER & FLOM
BIRMINGHAM, AL 35205 919 THIRD AVENUE
(205) 930-5130 NEW YORK, NY 10022
(212) 735-3000
This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") of Big B, Inc., an Alabama
corporation ("Big B"), filed with the Securities and
Exchange Commission on September 23, 1996, with respect
to the tender offer made by Revco D.S., Inc., a Delaware
corporation ("Revco"), and RDS Acquisition Inc., a
Delaware corporation and a wholly-owned subsidiary of
Revco ("RDS Acquisition"), to purchase all outstanding
shares of Big B Common Stock at a price of $15 per share,
net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
September 10, 1996, of Revco and RDS Acquisition and the
related Letter of Transmittal of Revco and RDS
Acquisition.
Capitalized terms used and not defined herein
shall have the meanings ascribed to such terms in the
Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
and
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE
SUBJECT COMPANY
Beginning on October 7, 1996, various parties
(including Revco) which had executed confidentiality
agreements and continued to express an interest in
developing acquisition proposals for Big B have been
provided additional information about Big B, including
through data room visits and access to Big B management.
On the evening of October 15, 1996, R-H on
behalf of Big B sent a letter to all such parties that,
among other things, advised that any party interested in
acquiring Big B should submit a written bid to R-H, Big
B's financial advisor, not later than 5:00 p.m., Atlanta
time, on Friday, October 25, 1996. Such parties were
also advised in such letter that, although circumstances
may warrant a different approach, Big B currently expects
that the Big B Board will convene over the weekend of
October 26, 1996 to consider the 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. A copy of such letter is filed
herewith as Exhibit 17 and is incorporated herein by
reference.
The majority of the parties which had
previously executed confidentiality agreements have
accepted Big B's offer to revise their confidentiality
agreements in accordance with the Revco Confidentiality
Agreement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibit is filed herewith:
Exhibit 17: Letter, dated October 15, 1996, from The
Robinson-Humphrey Company, Inc. on behalf
of Big B, Inc.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete
and correct.
BIG B, INC.
By: /s/ ARTHUR M. JONES, SR.
Name: Arthur M. Jones, Sr.
Title: President and Chief
Operating Officer
Dated: October 16, 1996
Exhibit Index
Page
Exhibit 17: Letter, dated October 15,
1996, from The Robinson-
Humphrey Company, Inc. on
behalf of Big B, Inc.
[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.
