SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
AMENDMENT NO. 3 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
On October 4, 1996, Revco announced that the
Expiration Date of the Offer had been extended until 5
p.m., New York time, on Friday, October 18, 1996.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
On October 4, 1996, the District Court
announced that it had denied Big B's Motion to Remand. A
copy of the District Court's order denying the Motion to
Remand is included as Exhibit 15 hereto and is
incorporated herein by reference. The District Court
also set a hearing date of October 18, 1996, for its
consideration of Revco's motion for a preliminary
injunction enjoining the Rights Plan from impeding the
Offer. As previously disclosed, pursuant to the Revco
Confidentiality Agreement, Big B and Revco have agreed to
stay this proceeding.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The following Exhibit is filed herewith:
Exhibit 15: Memorandum Opinion and Order issued
October 3, 1996, by the Honorable Judge
William M. Acker, Jr., 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 8, 1996
Exhibit Index
Page
Exhibit 15: Memorandum Opinion and Order
issued October 3, 1996, by
the Honorable Judge William
M. Acker, Jr., 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 ) CIVIL ACTION NO.
)
vs. ) 96-AR-2496-S
)
REVCO D.S., INC., ET AL., )
)
Defendants )
MEMORANDUM OPINION AND ORDER
The court has for consideration the motion of
Big B, Inc., to remand the above-entitled case to the
Circuit Court of Jefferson County, Bessemer Division,
from whence it was removed. The jurisdictional
controversy centers not around the question of whether or
not complete diversity exists but solely on whether or
not the $50,000 jurisdictional amount under 28 U.S.C.
Section 1332 exists. Although the court agrees with the
removing defendants that the subject matter of the
controversy, even though not precisely quantifiable, is
"worth" more than $50,000, either to plaintiff, or to
defendants, and therefore certainly in the aggregate to
plaintiff and to defendants, a much easier route to the
court's conclusion that this controversy involves more
than $50,000 is the simple fact that in the complaint
itself plaintiff seeks an attorneys fee. Whether or not
an attorneys fee will ever be recovered is not the issue.
The fact that an attorneys fee is claimed, together with
the judicial knowledge that no claim for an attorneys fee
once a case reaches that stage is ever less than $50,000,
is enough. Therefore, the motion to remand is DENIED.
As promised by the court at the status and
scheduling conference held on October 2, 1996, all
requests for relief, both by plaintiff or by defendants,
will be heard on the merits at 11:00 A.M., October 18,
1996, in accordance with Rule 65(a)(2), F.R.Civ.P.
To the extent discovery is needed, the parties
shall cooperate toward being mutually prepared for trial
on this expedited basis. And, to the extent the parties
can agree on facts, they shall prepare and present to the
court an agreed statement of facts by 4:30 P.M., October
17, 1996.
DONE this 3rd day of October, 1996.
/s/ William M. Acker, Jr.
---------------------------
WILLIAM M. ACKER, JR.
UNITED STATES DISTRICT JUDGE
