SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 6 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
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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)
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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)
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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 8. Additional Information to be Furnished
On October 18, 1996, the District Court dismissed, without
prejudice, the action filed by Big B seeking, among other things,
clarification of Revco's demand to inspect the securityholder lists and
related corporate records of Big B pursuant to Section 16.02 of the Alabama
Business Corporation Act. As previously disclosed, the Rights Plan
Litigation has been stayed by agreement of the parties. A copy of the
District Court's order relating to the foregoing is included as Exhibit 18
hereto and is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits
The following Exhibit is filed herewith:
Exhibit 18: Order of Dismissal, dated October 18,
1996, by the Honorable Judge U.W. Clemon
of the United States District Court for
the Northern District of Alabama,
Southern Division.
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 23, 1996
Exhibit Index
Page
Exhibit 18: Order of Dismissal, dated October
18, 1996, by the Honorable Judge
U.W. Clemon of the United States
District Court for the Northern
District of Alabama, Southern
Division.
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff, )
)
vs. ) CIVIL ACTION NUMBER
)
RDS ACQUISITION, INC., ) 96-C-2446-S
)
Defendant. )
ORDER OF DISMISSAL
For the failure of plaintiff to pursue this action,
it is hereby DISMISSED, without prejudice.
Each party shall bear its own costs.
DONE this 18th day of October, 1996.
/s/ U.W. Clemon
UNITED STATES DISTRICT
JUDGE U.W. CLEMON
