SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 1 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 September 23, 1996, Big B has
entered into confidentiality agreements with a number of
parties which have expressed interest in developing
acquisition proposals for Big B. Each of these
confidentiality agreements was substantially in the form
of the Confidentiality Agreement filed as Exhibit 7 to
the Schedule 14D-9. Pursuant to such confidentiality
agreements, Big B has provided certain confidential
financial information to each such interested party. 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.
On September 23, 1996, Big B sent to Revco a
proposed confidentiality agreement in the form of the
Confidentiality Agreement filed as Exhibit 7 to the
Schedule 14D-9. Between September 23, 1996 and September
27, 1996, Big B and Revco, through their respective legal
advisors, discussed various matters relating to the
confidentiality agreement but did not reach an
understanding as to terms that would be acceptable to
both parties.
Late in the afternoon of September 27, 1996,
Mr. D. Dwayne Hoven, President and Chief Executive
Officer of Revco, sent a letter to Mr. Anthony J. Bruno,
Chairman and Chief Executive Officer of Big B, in which
he objected to certain provisions of Big B's proposed
confidentiality agreement and with which he provided
Revco's proposed form of confidentiality agreement.
On October 1, 1996, Mr. Bruno sent the
following letter to Mr. Hoven:
October 2, 1996
Mr. Dwayne Hoven
President and Chief Executive Officer
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, Ohio 44087
Dear Dwayne:
I am writing in response to your letter to
me of September 27, 1996 with which you included
your proposed revisions to the confidentiality
agreement that I sent you on September 23, 1996.
As you know, one of Big B's objectives in
the process that we have undertaken is to promote
the interests of Big B's shareholders by seeking
through confidentiality agreements to discourage
potential acquirors of Big B from efforts to
minimize the value available to Big B's shareholders
through litigation pressure or other tactics. If
you are sincere in your repeatedly stated desire to
work constructively with Big B, I encourage you to
join the other interested parties who are proceeding
consistent with this objective and promptly execute
a confidentiality agreement on terms that Big B can
accept. Provided that a suitable agreement can be
reached, I and the other members of the Big B Board
of Directors would welcome Revco's active
participation in the process.
In response to the specifics of your
proposed confidentiality agreement, let me begin by
noting that a number of other potentially interested
parties have executed confidentiality agreements
providing for the same standstill restrictions that
were included in the proposed form of
confidentiality agreement that I sent to you on
September 23 and that no party other than Revco has
advised Big B that it will not execute a
confidentiality agreement because of reservations
concerning such standstill provisions. We believe
that the responses from these parties, each of whom
has expressed an interest in developing an
acquisition proposal for Big B and is mindful that
others are doing the same, clearly demonstrate that
the standstill restrictions as proposed are entirely
reasonable.
Even though what we have proposed has been
found to be reasonable by all of the others, Big B
would still prefer to reach a mutually acceptable
confidentiality agreement with Revco. In the
interests of doing so, I am enclosing a revised form
of confidentiality agreement that Big B is prepared
to execute with Revco and which I believe
appropriately balances Big B's and Revco's
interests. In order to preserve the level playing
field for Revco and the other interested parties
that we have sought to maintain, we will be
communicating with each of the other parties with
whom we have executed confidentiality agreements to
offer to revise their agreements in accordance with
the revised form being provided to you, whether or
not we reach agreement with you.
Although the revised form of
confidentiality agreement is self-explanatory,
several points deserve emphasis:
* We have retained the proposed December 15,
1996 termination date previously discussed
with your counsel rather than your
November 15 proposal. The preliminary
results of the process Big B has
undertaken has confirmed us in our initial
judgment that the additional time may be
necessary for certain parties to formulate
their best proposals. We have, however,
sought to address your other expressed
concerns by providing for an earlier
termination in the event that Big B enters
into a definitive and binding agreement to
be acquired or takes certain other
specified actions.
* We continue to believe that pursuit by
Revco of rights plan litigation at this
juncture is clearly premature and would be
inimical to the process under which Big B
is seeking to develop and consider in an
orderly manner alternative proposals. We
have accordingly proposed that such
litigation be stayed by both parties at
this time but have agreed that it could be
pursued once the termination date occurs.
* We remain unwilling to include several Big
B covenants proposed by you because we
believe that they would generally have the
effect of inappropriately restricting the
Big B Board of Directors' ability to
comply with their fiduciary
responsibilities while potentially
chilling interest on the part of other
parties. We have, however, sought to
address your stated concerns that Big B
not take certain kinds of actions while
Revco's actions are restricted by
accelerating the termination date under
the circumstances described above. In any
event, neither the revised confidentiality
agreement nor the original proposed form
of confidentiality agreement would
restrict Revco's ability to seek judicial
redress (other than concerning the rights
plan as described above) at any time for
actions which are taken by Big B or the
Big B Board of Directors and which Revco
believes violates its legal rights.
I remain hopeful that you will see the
benefits for Revco that an agreement promptly be
reached which evidences Revco's willingness to be
part of an orderly process and which affords Revco
access to Big B's confidential financial
information. Whether or not Revco chooses to
exclude itself from the confidential information, I
assure you that the Big B Board of Directors will
continue to act in the best interests of Big B's
shareholders and will carefully consider any
acquisition proposal that is timely received from
Revco or any other party that appropriately reflects
Big B's intrinsic value.
Very truly yours,
/s/ ANTHONY J. BRUNO
Anthony J. Bruno
Chairman of the Board and
Chief Executive Officer
Included with such letter was a revised
proposed form of confidentiality agreement (the "Revised
Confidentiality Agreement"). A copy of the Revised
Confidentiality Agreement is filed herewith as Exhibit 11
and is incorporated herein by reference.
On October 2, 1996, Big B communicated to the
various parties which had previously executed
confidentiality agreements Big B's offer to revise their
confidentiality agreements in accordance with the Revised
Confidentiality Agreement.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On September 23, 1996, Revco filed a notice of
removal (the "Notice of Removal") removing the matter
before the court in the action entitled Big B, Inc. v.
Revco D.S., Inc. and RDS Acquisition Inc. (Circuit Court
of Jefferson County, Alabama, Bessemer Division, C.A. No.
CV-96-821) (the "Rights Plan Litigation"), concerning the
validity of the Rights Plan, to the federal district
court located in the Northern District of Alabama (the
"District Court").
On September 24, 1996, Big B, Revco and RDS
Acquisition reached an understanding regarding the
information to be provided by Big B to Revco and RDS
Acquisition pursuant to RDS Acquisition's demand pursuant
to Section 16.02 of the Alabama Business Corporation Act
to inspect Big B's securityholder lists and related
corporate records. Pursuant to such understanding, Big B
has provided the agreed upon information to Revco and RDS
Acquisition.
Late in the afternoon on September 30, 1996, in
connection with the Rights Plan Litigation, Revco filed a
counterclaim and a motion for a preliminary injunction in
the District Court. In such counterclaim, Revco
challenges the validity of the Rights Plan and asserts
that the Rights Plan violates Alabama law. Specifically,
the counterclaim alleges that the Rights Plan's
provisions discriminating against certain holders of 10
percent or more of the Big B Common Stock and allowing
only the existing directors, and certain of their
successors, to redeem the Rights issued under the Rights
Plan illegally interfere with the rights of Big B
shareholders. Revco also asked the Federal Court to
grant a preliminary injunction enjoining the Rights Plan
from impeding the Offer. Big B intends to vigorously
defend against such actions. The complete text of such
counterclaim and motion for preliminary injunction have
been filed as an exhibit to Amendment No. 4 to Revco's
Tender Offer Statement on Schedule 14D-1.
On October 1, 1996, Big B filed a motion to
remand (the "Motion to Remand") with the District Court
seeking to remand the Rights Plan Litigation to the
Circuit Court of Jefferson County, Alabama, Bessemer
Division. A copy of the Motion to Remand is filed
herewith as Exhibit 12 and is incorporated herein by
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit 11: Form of Revised Confidentiality Agreement
Exhibit 12: Motion to Remand
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 2, 1996
Exhibit Index
Page
Exhibit 11: Form of Revised Confidentiality
Agreement
Exhibit 12: Motion to Remand
EXHIBIT 11
BIG B, INC.
2600 Morgan Road S.E.
Bessemer, Alabama 35023
October 1, 1996
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, Ohio 44087
Attention: Mr. D. Dwayne Hoven
CONFIDENTIALITY AGREEMENT
Revco D.S., Inc. has requested that Big B, Inc.
(the "Company") furnish it with certain information as it
may reasonably request relating to the Company which is
non-public, confidential and proprietary in nature in
connection with its proposed transaction with the Company
(the "Transaction"). All such information (whether
written or oral) furnished (whether before or after the
date hereof) by the Company or its directors, officers,
employees, affiliates, representatives (including, with-
out limitation, financial advisors, attorneys and accoun-
tants) or agents (collectively, "our Representatives") to
you and your directors, officers, employees, affiliates,
representatives (including, without limitation, financial
advisors, attorneys, proxy solicitors, public relations
consultants and accountants) or agents (collectively,
"your Representatives") and all analyses, compilations,
forecasts, studies or other notes or documents prepared
by you or your Representatives which contain or reflect,
or are generated from, any such information is hereinaf-
ter referred to as the "Information." The term Informa-
tion will not, however, include (i) information which is
already in your possession (other than information pro-
vided to you or your Representatives by the Company),
(ii) information which is or becomes publicly available
other than as a result of a disclosure by you or your
Representative in breach of this Agreement, (iii) infor-
mation which is or becomes available to you on a noncon-
fidential basis from a source (other than the Company or
our Representatives) which, to the best of your knowledge
after due inquiry, is not prohibited from disclosing such
information to you by a legal, contractual, fiduciary or
other obligation to the Company, (iv) is or becomes
available to you on a nonconfidential basis from the
Company or its Representatives pursuant to statutory or
other legal rights to inspect or receive information or
(v) any analysis or other documents prepared by you or
your Representatives from the information described in
clauses (i), (ii), (iii) or (iv), above.
As a condition to, and in consideration of the Company
providing you with Information, you acknowledge and agree
as follows:
1. You and your Representatives (i) will keep the
Information confidential and will not (except as
required by applicable law, regulation or legal
process, and only after compliance with paragraph 2
below), without our prior written consent, disclose
any Information in any manner whatsoever, and (ii)
will not use any Information other than in connec-
tion with the Transaction. You further agree to
disclose the Information only to your Representa-
tives (a) who need to know the Information in con-
nection with negotiating or evaluating the Transac-
tion, (b) who are informed by you of the confiden-
tial nature of the Information and (c) who have
agreed to be bound by the terms of this letter
agreement. You agree to prepare a list of those
individuals and entities to whom any Information has
been disclosed and present the list to the Company
promptly upon request. The Company will keep the
list confidential. Notwithstanding any provision to
the contrary contained herein, you shall be permit-
ted to disclose such of the Information as you are
advised by counsel is legally required to be dis-
closed under the United States securities laws, and
paragraph 2 shall not apply to such disclosure. You
agree that you will be responsible for any breach of
this letter agreement by any of your Representa-
tives.
2. In the event that you or any of your Representatives
are requested or required (by oral questions, inter-
rogations, requests for information documents,
subpoena, civil investigative demand, any informal
or formal investigation by any government or govern-
mental agency or authority or otherwise) to disclose
any of the Information (other than in any litigation
between the Company, or any of its Representatives,
on the one hand, and you or any of your Representa-
tives, on the other hand), you will notify the
Company promptly in writing so that we may seek a
protective order or other appropriate remedy or, in
our sole discretion, waive compliance with the terms
of this letter agreement. You agree not to oppose
any action by the Company to obtain a protective
order or other appropriate remedy. In the event
that no such protective order or other remedy is
obtained, or that the Company waives compliance with
the terms of this letter agreement, you agree that
you will furnish only that portion of the Informa-
tion which you are advised by counsel is legally
required.
3. You shall keep a record of each location of the
Information. You agree, immediately upon a request
from the Company, to return to the Company all
Information, and no copies, extracts or other repro-
ductions of the Information shall be retained by you
or your Representatives. Any portion of the Infor-
mation that consists solely of analyses, compila-
tions, forecasts, schedules or other notes or docu-
ments prepared by you or your Representatives, in
lieu of being returned to the Company, may be de-
stroyed by you or such Representative, in which
event one of your authorized officers shall provide
certification to the Company that materials have in
fact been so destroyed; provided, however, that your
financial advisors and legal advisors may retain for
their files, in accordance with their usual prac-
tice, one copy of any Information prepared by them.
Any oral Information that is retained by you or your
Representatives will continue to be subject to this
letter agreement.
4. You acknowledge that none of the Company, nor our
Representatives, nor any of our or their respective
officers, directors, employees, agents or control-
ling persons within the meaning of Section 20 of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act"), makes any express or implied repre-
sentation or warranty as to the accuracy or com-
pleteness of the Information, and you agree, to the
fullest extent permitted by law, that no such person
will have any liability to you or any of your Repre-
sentatives on any basis (including, without limita-
tion, in contract or tort, under federal or state
securities laws or otherwise) with respect to the
Transaction as a result of this letter agreement,
your participation in evaluating the Transaction,
your review of the Company, the use of the Informa-
tion by you or your representatives, or any errors
therein or omission from the Information. Nothing
in the foregoing provision shall be deemed to waive
or limit in any respect any rights or claims you may
have based on any actual or alleged breaches of the
fiduciary duties owed by the Company's Board of
Directors to the Company and its shareholders. You
further agree that you are not entitled to rely on
the accuracy or completeness of the Information and
that you will be entitled to rely solely on such
representations and warranties as may be included in
any definitive agreement with respect to the Trans-
action, subject to such limitations and restrictions
as may be contained therein.
5. You acknowledge that you are aware, and you will
advise your Representatives who are informed of the
matters that are the subject of this letter agree-
ment, of the restrictions imposed by the United
States securities laws on the purchase or sale of
securities by any person who has received material,
non-public information from the issuer of such
securities, which may include certain portions of
the Information, and on the communication of such
information to any other person.
6. You agree that, from the date of this Agreement
through the Termination Date (as defined below),
neither you nor any of your affiliates will, without
the prior written consent of the Company: (i)
acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise,
any voting securities or direct or indirect rights
to acquire any voting securities of the Company;
(ii) make, or in any way participate in, directly or
indirectly, any "solicitation" of "proxies" (as such
terms are used in the rules of the Securities and
Exchange Commission) whether before or after the
formal commencement of any such solicitation, or
seek to advise or influence any person or entity
with respect to the voting of, any voting securities
of the Company; (iii) call, or seek to call, a
meeting of the Company's shareholders or execute any
written consent or initiate any shareholder proposal
for action by shareholders of the Company; (iv)
otherwise act, alone or in concert with others, to
seek to acquire control of the Company or influence
the Board of Directors, management or policies of
the Company; (v) bring any action, or otherwise act
through judicial process, to contest the validity of
the Company's shareholder rights plan or to seek the
redemption of the rights issued thereunder; or (vi)
induce any other person or entity to do any of the
foregoing; provided, however, that the foregoing
shall not prevent (x) any cash tender offer for all
the outstanding shares of common stock, par value
$0.001 per share, of the Company at a price of not
less than $15 per share, and any filings required in
connection therewith, (y) any transaction approved
by the Company's Board of Directors or (z) any
action or other legal proceeding to enforce this
Agreement. In furtherance of the agreement set
forth in clause (v) above, the Company and you agree
to seek from the relevant courts a stay of the
proceedings in the action entitled Big B, Inc. v.
Revco D.S., Inc. and RDS Acquisition Inc. in the
Circuit Court of Jefferson County, Alabama, Bessemer
Division as removed to the United States District
Court for the Northern District Court of Alabama,
Southern Division, and to take no action to seek a
lifting of such stay until the Termination Date.
For purposes of this Agreement, "Termination Date"
shall mean the earliest to occur of (w) December 15,
1996, (x) the execution by the Company of a defini-
tive and binding agreement providing for the acqui-
sition of the Company, (y) the adoption of any
amendment to the Company's existing shareholder
rights plan in any manner adverse to you or the
adoption of any new shareholder rights plan, or (z)
any public announcement by the Company of any pro-
posal to amend its articles of incorporation.
7. (a) You agree that either party will be irreparably
injured by a breach of this letter agreement by
the other party or its Representatives, that
monetary remedies are inadequate to protect
against any actual or threatened breach of this
letter agreement by either party or by its
Representatives, and that either party shall be
entitled to specific performance or other equi-
table relief as a remedy for any breach. Such
remedy shall not be deemed to be the exclusive
remedy for a breach of this letter agreement
but shall be in addition to all other remedies
available at law or equity.
(b) It is further agreed that no failure or delay
in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor
will any single or partial exercise thereof
preclude any other or further exercise thereof
or the exercise of any right, power or privi-
lege hereunder.
(c) This letter agreement will be governed by and
construed in accordance with the laws of the
State of Alabama, without regard to the princi-
ples of conflict of laws thereof.
(d) This letter agreement contains the entire
agreement between you and us concerning the
subject matter hereof and supersedes all previ-
ous agreements, written or oral, relating to
the subject matter hereof. No modifications of
this letter agreement or waiver of the terms
and conditions hereof will be binding upon you
or us, unless approved in writing by each of
you and us.
(e) If any provision of this letter agreement shall
for any reason, be adjudged by any court of
competent jurisdiction to be invalid or unen-
forceable, such judgment shall not affect,
impair or invalidate the remainder of this
letter agreement but shall be confined in its
operation to the provision of this agreement
directly involved in the controversy in which
such judgment shall have been rendered.
(f) This letter agreement may be executed in coun-
terparts, each of which shall be deemed to be
an original, but both of which shall constitute
the same agreement.
(g) This letter agreement shall inure to the bene-
fit of and be binding upon our respective suc-
cessors and assigns; provided, however, that
neither this letter agreement nor any of the
rights, interests or obligations hereunder
shall be assigned by either of us without the
prior written consent of the other party.
(h) All notices hereunder shall be made in writing,
by first class mail, by courier or by
telecopier (with a confirming copy sent by
first class mail) to, in the case of the Compa-
ny, Big B, Inc., Attention: Chief Executive
Officer, 2600 Morgan Road S.E., Bessemer, Ala-
bama 35023, telecopier: (205) 425-3525, or, in
the case of you, Revco D.S., Inc., Attention:
President and Chief Executive Officer, 1925
Enterprise Parkway, Twinsburg, Ohio 44087,
telecopier: (216) 487-1679.
Please confirm your agreement with the foregoing by
signing and returning to the undersigned the duplicate
copy of this letter enclosed herewith.
Very truly yours,
Big B, Inc.
By:_____________________
Name:
Title:
Accepted and Agreed
as of the date first
written above:
Revco D.S., Inc.
By:_____________________
Name:
Title:
EXHIBIT 12
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
) CIVIL ACTION NO:
Plaintiff, ) CV-96-H-2496-S
)
v. )
)
REVCO D.S. INC., and )
RDS ACQUISITION, INC., )
)
Defendants. )
MOTION TO REMAND
The Plaintiff, Big B, Inc. ("Big B") moves this
Court to remand this action to the Circuit Court for
Jefferson County, Alabama, Bessemer Division. In support
of this Motion to Remand, Big B states as follows:
1. This action was commenced by the filing of
a Verified Complaint for Declaratory and Injunctive Relief
("Complaint") on September 23, 1996. This action was
removed by Defendants Revco D.S., Inc. ("Revco") and RDS
Acquisition Inc. ("RDS") by filing of a Notice of Removal
in this Court on September 23, 1996. The sole basis for
federal subject matter jurisdiction alleged in the Notice
of Removal is that this Court has jurisdiction based on
the diversity of the parties and because the amount in
controversy exceeds $50,000.
2. The Complaint requests construction of a
Shareholder Rights Plan ("Rights Plan") adopted by the Big
B Board of Directors. No federal statute is at issue in
this case.
3. Pursuant to 28 U.S.C. SECTION 1441 and 28 U.S.C.
SECTION 1332, federal diversity subject matter jurisdiction only
exists in this case if the amount in controversy exceeds
the sum of $50,000, exclusive of interest and costs.
4. The $50,000 amount in controversy require-
ment is not satisfied in this case. The relief requested
by Big B is purely equitable in nature and concerns only a
determination of the validity of the Rights Plan as adopt-
ed by the Board of Directors.
5. Pursuant to 28 U.S.C. SECTION 1447(c), this
Motion for Remand has been filed within thirty (30) days
after the filing of the Notice of Removal.
6. In support of this Motion, Big B submits
its brief, attached hereto as Exhibit "A."
WHEREFORE, PREMISES CONSIDERED, Big B respect-
fully requests that this Court enter an order remanding
this case to the Circuit Court for Jefferson County,
Alabama, Bessemer Division.
Respectfully submitted,
/s/ KAYE H. TURBERVILLE
----------------------------
KAYE H. TURBERVILLE (HOU002)
SAMUEL M. HILL (HIL025)
MICHAEL A. CATALANO (CAT010)
Attorneys for Big B, Inc.
OF Counsel:
SIROTE & PERMUTT, P.C.
2222 Arlington Avenue S.
P.O. Box 55727
Birmingham, AL 35255-5727
(205) 933-7111
CERTIFICATE OF SERVICE
I certify that a copy of the above foregoing
instrument was served on the following counsel of record
BY HAND DELIVERY this 1 day of October, 1996.
Hobart A. McWhorter, Jr., Esq.
Phillip A. Carroll, III, Esq.
Matthew A. Aiken, Esq.
BRADLEY, ARANT, ROSE & WHITE
P.O. Box 830709
Birmingham, AL 35283-0709
/s/ KAYE H. TURBERVILLE
----------------------------
OF COUNSEL
