UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION
12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-5025
Big B, Inc.
_____________________________________________________________________
(Exact name of registrant as specified in its charter)
Alabama 34-1527876
(State of incorporation or (IRS Employer Identification
organization) Number)
2600 Morgan Road S.E., Bessemer, Alabama 35023
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
None
N/A N/A
Title of each class Name of each exchange on which
to be so registered each class is to be registered
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
Item 1 of the Form 8-A, dated September 23, 1996, of Big B,
Inc. (the "Form 8-A") is hereby amended in its entirety to read
as follows:
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
DESCRIPTION OF THE RIGHTS PLAN. On September 20, 1996,
the Board of Directors (the "Big B Board") of Big B, Inc., an
Alabama corporation ("Big B"), adopted a rights plan (the "Rights
Plan") for the reasons described below under the caption "Certain
Considerations Regarding the Adoption of the Rights Plan." Under
the Rights Plan, rights ("Rights") were distributed at the close
of business on October 3, 1996 as a dividend at the rate of one
Right for each share of Big B common stock, par value $.001 per
share (the "Big B Common Stock") held by shareholders of record
as of the close of business on October 3, 1996. Each Right
entitles the registered holder to purchase from Big B one share
of Big B Common Stock at a purchase price of $40.00 per share
(the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in the Rights Agreement,
dated as of September 23, 1996, between Big B and First National
Bank of Boston, as Rights Agent (the "Rights Agent"). A copy of
such agreement was filed as Exhibit 1 to the Form 8-A. This
summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to such agreement,
which is incorporated herein by reference.
Currently, the Rights are attached to all Big B Common
Stock certificates representing shares outstanding, and no
separate rights certificates ("Rights Certificates") have been
distributed. The Rights will separate from the Big B Common
Stock and a distribution date will occur upon the earlier of (i)
10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership
of 10% or more of the outstanding shares of Big B Common Stock
(the "Stock Acquisition Date"), or (ii) such date as the Big B
Board shall determine during the pendency of a tender or exchange
offer that would result in a person or group beneficially owning
10% or more of such outstanding shares of Big B Common Stock (the
earlier of (i) and (ii), the "Distribution Date"). The foregoing
notwithstanding, the definition of "Acquiring Person" shall not
include any member of the Bruno family (consisting of Anthony J.
Bruno, Vincent J. Bruno, James A. Bruno and any of their
siblings, lineal descendants, lineal descendants of such
siblings, any of their respective spouses or any trust
established for any of their benefit) who might otherwise be an
Acquiring Person by reason of any deemed beneficial ownership
arising from arrangements which may be entered into among members
of such family. Until the Distribution Date, (i) the Rights are
evidenced by the Big B Common Stock certificates and are
transferred with and only with such Big B Common Stock
certificates, (ii) new Big B Common Stock certificates will
contain a notation incorporating the Rights Plan by reference and
(iii) the surrender for transfer of any certificates for Big B
Common Stock outstanding also constitutes the transfer of the
Rights associated with the Big B Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution
Date and will expire, unless earlier redeemed by Big B as
described below, at the close of business on the earlier of (i)
June 30, 1997 or (ii) the consummation date of a transaction
pursuant to which Big B merges or consolidates with another
entity, which transaction shall have been approved by the Big B
Board if at the time of such approval the Big B Board then
includes one or more "Continuing Directors" and a majority of
such Continuing Directors shall have joined in such approval.
The term "Continuing Director" means any member of the
Big B Board who was a member of the Big B Board prior to the date
of the Rights Plan and any person who is subsequently elected to
the Big B Board if such person is recommended or approved by a
majority of the Continuing Directors, but such term shall not
include an Acquiring Person, or an affiliate or associate of an
Acquiring Person, or any representative of the foregoing
entities.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Big B Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
In the event that an Acquiring Person becomes the
beneficial owner of 10% or more of the then outstanding shares of
Big B Common Stock (unless such acquisition is made pursuant to a
tender or exchange offer for all outstanding shares of Big B
Common Stock, at a price determined by a majority of the
independent directors of Big B who are not representatives,
nominees, affiliates or associates of an Acquiring Person to be
fair and otherwise in the best interest of Big B and its
shareholders), each holder of a Right will thereafter have the
right to receive, upon exercise, Big B Common Stock (or, in
certain circumstances, cash, property or other securities of Big
B), having a value equal to two times the Exercise Price of the
Right. The Exercise Price is the Purchase Price times the number
of shares of Big B Common Stock associated with each Right
(currently, one). Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this
paragraph (the "Flip-In Events"), all Rights that are, or (under
certain circumstances specified in the Rights Plan) were,
beneficially owned by any Acquiring Person will be null and void.
However, Rights are not exercisable following the occurrence of
any of the Flip-In Events set forth above until such time as the
Rights are no longer redeemable by Big B as set forth below.
In the event that following the Stock Acquisition Date,
(i) Big B engages in a merger or business combination transaction
in which Big B is not the surviving corporation (other than a
merger that follows a tender offer determined to be fair to the
shareholders of Big B, as described in the preceding paragraph);
(ii) Big B engages in a merger or business combination
transaction in which Big B is the surviving corporation and the
Big B Common Stock of Big B is changed or exchanged; or (iii) 50%
or more of Big B's assets, cash flow or earning power is sold or
transferred, each holder of a Right (except Rights which have
previously been voided as set forth above) shall thereafter have
the right to receive, upon exercise of the Right, Big B Common
Stock of the acquiring corporation having a value equal to two
times the Exercise Price of the Right.
The Purchase Price payable, and the number of shares of
Big B Common Stock or other securities or property issuable upon
exercise of the Rights, are subject to adjustment from time to
time to prevent dilution (i) in the event of a stock dividend on,
or a subdivision, combination or reclassification of, the Big B
Common Stock, (ii) if holders of the Big B Common Stock are
granted certain rights or warrants to subscribe for Big B Common
Stock, or (iii) upon the distribution to holders of the Big B
Common Stock of evidences of indebtedness or assets (excluding
regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustments in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional shares will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Big B Common Stock on the last
trading date prior to the date of exercise.
At any time until 10 days following the Stock
Acquisition Date, the Big B Board may redeem the Rights in whole,
but not in part, at a price of $0.01 per Right. Under certain
circumstances set forth in the Rights Plan, the decision to
redeem shall require the concurrence of a majority of the
Continuing Directors. Immediately upon the action of the Big B
Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $0.01 redemption price.
The Big B Board has the right to redeem all or a
portion of the Rights following the occurrence of any of the
Flip-In Events by exchanging shares of Big B Common Stock for
outstanding Rights at a ratio of one to one. Upon exercise of
the exchange feature, Rights held by all shareholders will be
exchanged (on a pro rata basis if less than all of the Rights are
to be exchanged), other than those held by an "Acquiring Person"
which in accordance with the terms of the plan would have become
null and void.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of Big B, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights was not taxable to
shareholders or to Big B, shareholders may, depending upon the
circumstances, recognize taxable income in the event that the
Rights become exercisable for Big B Common Stock (or other
consideration) of Big B as set forth above.
Any of the provisions of the Rights Plan may be amended
by the Big B Board prior to the Distribution Date. After the
Distribution Date, the provisions of the Rights Plan may be
amended by the Big B Board in order to cure any ambiguity, to
make changes which do not adversely affect the interests of
holders of Rights (excluding the interests of any Acquiring
Person), or to shorten or lengthen any time period under the
Rights Plan; provided, however, that no amendment to adjust the
time period governing redemption shall be made at such time as
the Rights are not redeemable.
CERTAIN CONSIDERATIONS REGARDING THE ADOPTION OF THE
RIGHTS PLAN. On September 20, 1996, the Big B Board determined
that the pending unsolicited tender offer (the "Offer") for all
of the outstanding shares of Big B Common Stock commenced by
Revco D.S., Inc. ("Revco") and Revco's wholly-owned subsidiary,
RDS Acquisition Inc. ("RDS Acquisition"), was inadequate and not
in the best interests of Big B or its shareholders. The Big B
Board adopted the Rights Plan on such date in order to afford
sufficient time for the Big B Board to consider alternatives to
the Offer in a diligent and orderly manner. Beginning on
September 23, 1996, Big B has entered into confidentiality
agreements pursuant to which Big B has provided certain
confidential financial information to a number of parties which
have expressed interest in developing acquisition proposals for
Big B. Big B has received preliminary, non-binding expressions
of interest from certain of such parties at indicated values in
excess of the $15.00 per share of Big B Common Stock contemplated
by the Offer, and Big B expects to continue to provide
confidential financial information to each such interested party.
Consistent with the rationale for the adoption of the Rights Plan
and as described above under the caption "Description of the
Rights Plan," the Rights will expire, unless earlier redeemed by
Big B, at the close of business on the earlier of (i) June 30,
1997 or (ii) the consummation date of a transaction pursuant to
which Big B merges or consolidates with another entity, which
transaction shall have been approved by the Big B Board if at the
time of such approval the Big B Board then includes one or more
Continuing Directors and a majority of such Continuing Directors
shall have joined in such approval. Also as described above
under the caption "Description of the Rights Plan," the Big B
Board may, at its option, at any time until 10 days (subject to
extension) following the date on which a person or group acquires
10% or more of the outstanding shares of Big B Common Stock
redeem the Rights.
Until their expiration or earlier redemption, the
Rights will have certain anti-takeover effects as they would
cause substantial dilution to a person or group that attempts to
acquire Big B without the prior approval of the Big B Board (such
as Revco and RDS Acquisition pursuant to the Offer). Big B
believes that these effects are appropriate in light of its
desire to have sufficient time to consider alternatives to the
Offer in a diligent and orderly manner and that the Rights will
not interfere with any merger or other business combination
previously approved by the Big B Board.
Big B was aware when it adopted the Rights Plan that no
court applying Alabama law has ever had the occasion to rule on
the validity of a shareholder rights plan such as the Rights
Plan. Big B believes that any court applying Alabama law should
find persuasive the law of other states, such as Delaware, Maine
and Michigan, which have upheld the validity of shareholder
rights plans which are similar to the Rights Plan.
CERTAIN LITIGATION. Big B and Revco are parties to a
litigation (the "Rights Plan Litigation") before the federal
district court located in the Northern District of Alabama (the
"District Court") concerning the validity of the Rights Plan.
Big B has sought, among other things, a judgment declaring that
the Rights Plan is valid and lawfully adopted. Revco has
counterclaimed, challenging the validity of the Rights Plan and
asserting that the Rights Plan violates Alabama law.
Specifically, Revco has alleged that the provisions of the Rights
Plan which discriminate against certain holders of 10% or more of
the Big B Common Stock and which require the approval of the
Continuing Directors in order to redeem the Rights issued under
the Rights Plan illegally interfere with the rights of Big B
shareholders. Revco also asked the District Court to grant a
preliminary injunction enjoining the Rights Plan from impeding
the Offer. As contemplated by a confidentiality agreement
entered into by Big B and Revco on October 3, 1996, Big B and
Revco have agreed to stay the Rights Plan Litigation until
November 30, 1996 or earlier in certain circumstances.
A purported class has been filed in the District Court
against Big B and certain of its officers and directors. The
action claims, among other things, that certain individual
directors of Big B as well as Big B itself have improperly
adopted the Rights Plan. The complaint seeks declaratory and
injunctive relief and attorneys' fees and experts' fees.
Big B intends to vigorously defend against both such
actions.
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Big B, Inc.
By: /s/ ARTHUR M. JONES, SR.
---------------------------
Name: Arthur M. Jones
Title: President and Chief
Operating Officer
