UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
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.
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(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 Instruc-
tion 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 effec-
tiveness 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
The Form 8-A, dated September 23, 1996, as previously
amended on October 16, 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 (the "Rights Agreement"), between
Big B and First National Bank of Boston, as Rights Agent (the
"Rights Agent"). A copy of the Rights Agreement was filed as
Exhibit 1 to the Form 8-A. On October 27, 1996, Big B entered
into an Agreement and Plan of Merger (the "Merger Agreement")
with Revco D.S., Inc. ("Revco") and Revco's wholly owned subsid-
iary, RDS Acquisition Inc. ("RDS Acquisition"). Pursuant to the
Merger Agreement, Big B entered into an amendment to the Rights
Agreement, dated as of October 27, 1996 (the "Amendment"), for
the purpose of making the Rights inapplicable to the Offer and
the Merger contemplated by the Merger Agreement. A copy of the
Amendment is filed as Exhibit 3 hereto. 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 incorporat-
ed 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 (i) 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 sib-
lings, 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 or (ii) Revco, RDS Acquisition, or any of their subsidiaries,
if such entities might otherwise be an Acquiring Person by reason of
(A) the acquisition of shares of Big B Common Stock made pursuant
to the Offer and the Merger contemplated by the Merger Agreement
and otherwise in accordance with the provisions of the Merger
Agreement, or (B) any deemed beneficial ownership by Revco, RDS
Acquisition, or any of their subsidiaries, arising pursuant to
the Support Agreement, dated as of October 27, 1996, between
Revco, RDS Acquisition and Anthony J. Bruno, Arthur M. Jones,
Sr., Vincent J. Bruno and James A. Bruno. 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 certifi-
cates will contain a notation incorporating the Rights Plan by
reference and (iii) the surrender for transfer of any certifi-
cates 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 de-
scribed below, at the close of business on the earlier of (i)
June 30, 1997 or (ii) the consummation date of (x) the Merger
contemplated by the Merger Agreement or (y) such other transac-
tion 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 enti-
ties.
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 Distribu-
tion 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 indepen-
dent 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
(such as the Offer contemplated by the Merger Agreement)), 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). Notwithstand-
ing 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 transac-
tion 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 Acquisi-
tion 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 Contin-
uing 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. Pursuant to the Merger Agreement, Big B
has agreed that, at the request of Revco upon five business days'
prior written notice, Big B will redeem the Rights prior to the
effective time of the Merger.
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 share-
holders or to Big B, shareholders may, depending upon the circum-
stances, recognize taxable income in the event that the Rights
become exercisable for Big B Common Stock (or other consider-
ation) 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 unsolicited tender offer (the "Original Offer") for all
of the outstanding shares of Big B Common Stock commenced by
Revco and 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 Original
Offer in a diligent and orderly manner. Beginning on September
23, 1996, Big B entered into confidentiality agreements (collec-
tively, the "Confidentiality Agreements") with a number of
parties which had expressed interest in developing acquisition
proposals for Big B. On October 3, 1996, Big B and Revco entered
into a Confidentiality Agreement. Pursuant to the Confidentiali-
ty Agreements, Big B provided certain confidential financial
information to each such interested party.
On October 27, 1996, the Big B Board (i) approved the
terms of the Merger Agreement and authorized the execution and
delivery thereof, (ii) determined that the Offer and the Merger,
taken together, were fair to and in the best interests of the Big
B shareholders, and (iii) determined to recommend that the Big B
shareholders tender their Shares pursuant to the Offer and, to
the extent required by applicable law, approve the Merger contem-
plated by the Merger Agreement. In connection with the forego-
ing, the Big B Board authorized the Amendment.
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 (x) the Merger
contemplated by the Merger Agreement or (y) such other transac-
tion 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
concerning the validity of the Rights Plan. Pursuant to the
Merger Agreement, the parties will enter into and file stipula-
tions dismissing without prejudice the foregoing litigation. In
addition, the parties have agreed not to reinstate such litiga-
tion in the absence of any material breached of obligations under
the Merger Agreement.
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 such action.
ITEM 2. EXHIBITS
1. Rights Agreement, dated as of September 23, 1996,
between Big B, Inc. and First National Bank of
Boston, as Rights Agent (incorporated herein by
reference to Exhibit 1 to the Form 8-A of Big B,
Inc. filed with the Securities and Exchange Com-
mission on September 23, 1996).
2. Press Release, dated September 23, 1996 (incorpo-
rated herein by reference to Exhibit 2 to the Form
8-A of Big B, Inc. filed with the Securities and
Exchange Commission on September 23, 1996).
3. Amendment to Rights Agreement, dated as of October
27, 1996 (incorporated herein by reference to
Exhibit 22 to Amendment No. 8 to the Schedule 14D-
9 of Big B, Inc. filed with the Securities and
Exchange Commission on October 30, 1996).
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
