SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 7 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 LLP
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 an original price of $15
per share since increased to $17.25 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, in each case as amended or supplemented.
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
On October 28, 1996, Big B and Revco announced
that they had entered into a definitive Agreement and
Plan of Merger on October 27, 1996 (the "Merger
Agreement") which, subject to certain conditions,
contemplates an acquisition of Big B by Revco at a cash
price of $17.25 per share. Pursuant to the Merger
Agreement, Revco has amended the Offer to increase the
cash price per share from $15.00 to $17.25 (the "Revised
Offer") and has agreed, subject to the terms and
conditions of the Merger Agreement, that any shares not
acquired by Revco pursuant to the Revised Offer will be
converted into the right to receive $17.25 in cash per
share in a subsequent merger (the "Merger").
The Big B Board has unanimously approved the
Offer and the Merger and unanimously recommends that Big
B's shareholders tender their shares pursuant to the
Offer. Big B will file with the SEC and mail to its
shareholders its formal recommendation concerning the
Revised Offer at the same time Revco mails its
supplemental tender offer materials concerning the
Revised Offer.
A copy of the press release announcing the
Merger Agreement is filed herewith as Exhibit 19 and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibit is filed herewith:
Exhibit 19: Text of Press Release issued by Big B,
Inc. and Revco D.S., Inc. on October 28,
1996.
SIGNATURE
After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this Amendment 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 28, 1996
Exhibit Index
Page
Exhibit 19: Text of Press Release issued by
Big B, Inc. and Revco D.S., Inc.
on October 28, 1996.
FOR IMMEDIATE RELEASE
CONTACTS:
FOR REVCO D.S., INC.: FOR BIG B., INC.:
MEDIA CONTACT: INVESTOR CONTACT:
Thomas Dingledy Dianne McCormick Arthur M. Jones, Sr.
216/425-9811 x6145 216/425-9811 x1900 205/424-3421 x202
Joele Frank/Dan Katcher
Abernathy MacGregor Group
212/371-5999
REVCO AND BIG B SIGN DEFINITIVE MERGER
AGREEMENT FOR ACQUISITION OF BIG B AT $17.25 PER SHARE
TWINSBURG, OH AND BESSEMER, AL (OCTOBER 28, 1996) -- Revco
D.S., Inc. [NYSE: RXR] and Big B, Inc. [NASDAQ: BIGB] today
announced that the two companies have signed a definitive
merger agreement for the acquisition of Big B by Revco at
$17.25 per share in cash.
Under the terms of the agreement, Revco's wholly owned
subsidiary, RDS Acquisition Inc., is increasing the price of
its pending tender offer to purchase all outstanding shares
of Big B common stock to $17.25 per share in cash. Big B's
Board of Directors has unanimously approved the tender offer
and the merger and recommends that Big B shareholders tender
their shares.
Following the completion of the tender offer, Revco intends
to consummate a second step merger in which all remaining
Big B shareholders will also receive the same cash price
paid in the tender offer. Big B has approximately 22.0
million shares outstanding on a fully diluted basis, giving
the transaction a total equity value of approximately $380
million. Revco expects the transaction to be accretive to
earnings per share in the first year of the combination.
"We are very excited about the combination of Revco and Big
B. I am pleased we were able to bring this process to a
fast and successful conclusion," said D. Dwayne Hoven,
President and Chief Executive Officer of Revco. "This
combination represents a win-win opportunity for both
companies' shareholders, employees and customers. With
Revco's financial resources, technological expertise and
marketing and sales capability, we can together grow our
combined company's customer base and increase our sales
potential. Among other efficiencies, this combination will
allow the combined company to spread costs over a larger
base of stores. This will assist us in meeting the
increasing customer demand for lower pharmacy prices."
Anthony Bruno, Chairman of the Board and Chief Executive
Officer of Big B said, "Our Board of Directors unanimously
concluded that this transaction with Revco is in the best
interests of Big B's shareholders and employees. At $17.25
per share in cash, this transaction represents a substantial
premium over Big B's stock price for the recent period
before Revco commenced its tender offer. We look forward to
a rapid completion of the transaction and to working with
Revco to ensure the smoothest transition possible."
Pursuant to the merger agreement, RDS Acquisition Inc. is
also extending its cash tender offer until 9:00 a.m. (EST),
on Friday, November 15, 1996. As of 6:00 p.m. (EDT), on
October 25, 1996, 440,932 shares of Big B's outstanding
common stock had been tendered pursuant to the offer. The
tender offer was scheduled to expire at 5:00 p.m. (EST), on
Monday, October 28, 1996.
The tender offer will be amended to reflect the terms and
conditions contained in the merger agreement, including a
minimum tender condition of a majority of all outstanding
shares of Big B common stock on a fully diluted basis. The
Big B shareholder rights plan has been rendered inapplicable
to Revco's offer, and all related litigation between Revco
and Big B will be withdrawn. As previously announced, the
Hart-Scott-Rodino waiting period applicable to the tender
offer has expired. Big B will mail its formal
recommendation to shareholders at the same time Revco mails
its revised tender offer materials.
Big B, Inc. is the nation's 10th largest drug store chain
operating 397 units throughout the Southeastern United
States.
Revco, recognized as a Fortune 500 company, is the second
largest drug store 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.
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