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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 3
to
Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
and
Statement on
Schedule 13D
Under the Securities Exchange Act of 1934
Big B, Inc.
(Name of Subject Company)
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RDS Acquisition Inc.
Revco D.S., Inc.
(Bidders)
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Common Stock, Par Value $0.001 Per Share
(Including the Associated Common Stock Purchase Rights)
(Title of Class of Securities)
0888917106
(CUSIP Number of Classes of Securities)
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Jack A. Staph, Esq.
Senior Vice President, Secretary and General Counsel
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, OH 44087
(216) 487-1667
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copy to:
Richard Hall, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019-7475
(212) 474-1293
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<PAGE>
RDS Acquisition Inc. (the "Purchaser") and Revco D.S.,
Inc. ("Parent") hereby amend and supplement their Tender Offer
Statement on Schedule 14D-1 and Statement on Schedule 13D (as
amended prior to the date hereof, the "Schedule 14D-1"),
originally filed on September 10, 1996, with respect to their
offer to purchase all outstanding shares of Common Stock, par
value $0.001 per share, of Big B, Inc., an Alabama corporation
(the "Company"), as set forth in this Amendment No. 3.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 14D-1.
Item 1. Security and Subject Company
(b) As contemplated by Section 13 of the Offer to
Purchase, the Purchaser has elected to require that any person
tendering shares shall also be required to tender all the
associated common stock purchase rights (the "Rights") issued
pursuant to the Rights Agreement, dated as of September 23,
1996, between the Company and First National Bank of Boston
(the "Rights Agreement"). The term "Shares" as used herein, in
the Schedule 14D-1, in the Offer to Purchase and in the Letter
of Transmittal shall, unless the context otherwise requires,
hereinafter mean the Shares and the associated Rights. Until a
Distribution Date (as defined in the Rights Agreement) has
occurred, a tender of certificates evidencing Shares, without
any further action by the tendering holder, shall constitute a
tender of the associated Rights.
The Offer is hereby amended to add as a condition to
the Purchaser's obligation to purchase Shares pursuant to the
Offer that the Rights shall have been redeemed by the Board of
Directors of the Company or the Purchaser shall be satisfied,
in its sole discretion, that the Rights have been invalidated
or are otherwise inapplicable to the Offer and the Proposed
Merger (the "Rights Condition").
Item 2. Identity and Background
On September 24, 1996, William H. Campbell was elected
a director of Parent at the Annual Meeting of Parent. Dr.
Campbell, age 54, is, and has been since August 1992, Professor
and Dean at the University of North Carolina School of Pharmacy,
after having served in academic and administrative positions at
Auburn University (from prior to August 1991 to August 1992), the
University of Washington, and Oregon State University. He is a
Past-President of the American Association of Colleges of
Pharmacy. The principal business address of Dr. Campbell is The
University of North Carolina at Chapel Hill, School of Pharmacy,
Campus Box 7360, Beard Hall, Chapel Hill, NC 27599.
David M. Schulte is no longer a director of Parent.
Item 10. Additional Information
(a) On September 13, 1996, the Purchaser delivered a
demand (the "Demand") to inspect the securityholder lists and
related corporate records of the Company pursuant to Section
16.02 of the Alabama Business Corporation Act. The Company
challenged the Demand on various grounds. After discussions
between representatives of the Purchaser and the Company, the
Purchaser modified the Demand and the Company agreed to comply
with the Demand, as modified.
(c) The waiting period under the HSR Act with
respect to the Offer expired at 11:59 p.m., New York City
time, on September 25, 1996, and no request for additional
information was issued.
<PAGE>
Item 11. Material to be filed as Exhibits.
(a)(10) Text of Press Release dated September 26, 1996.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
Amendment No. 3 is true, complete and correct.
Dated: September 26, 1996
REVCO D.S., INC.,
by
/s/ Jack A. Staph
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Name: Jack A. Staph
Title: Senior Vice President,
Secretary and General
Counsel
RDS ACQUISITION INC.,
by
/s/ Jack A. Staph
-----------------
Name: Jack A. Staph
Title: Vice President and Secretary
<PAGE>
Exhibit Index
Page
Exhibit (a)(10) Text of Press Release dated
September 26, 1996.
FOR IMMEDIATE RELEASE
Media Contact: Investor Contact:
Thomas Dingledy Dianne McCormick
216 / 425-9811 x6145 216 / 425-9811 x1900
Joele Frank / Dan Katcher
Abernathy MacGregor Group
212 / 371-5999
REVCO PLEASED WITH EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD
Twinsburg, Ohio (September 26, 1996) -- Revco D.S., Inc. [NYSE:
RXR] today announced, with respect to its $15 per share cash
tender offer for all of the outstanding shares of Big B, Inc.
[NASDAQ: BIGB], that the Hart-Scott-Rodino waiting period has
expired. This waiting period refers to the time during which the
government could extend the Hart-Scott-Rodino period by a request
for additional information or documents.
D. Dwayne Hoven, President and Chief Executive Officer of Revco,
stated, "We are pleased that the government has concluded its
Hart-Scott-Rodino inquiry without the need for a second request.
This permits our offer to proceed without further federal
antitrust review. The only thing now depriving Big B's
shareholders of the opportunity to receive prompt value for their
shares is Big B's poison pill."
The Company noted that because Big B's recently adopted poison
pill imposes a significant economic penalty on Revco if it
consummates its tender offer, it will now be necessary for the
poison pill to be redeemed, invalidated or rendered inapplicable
for Revco to consummate its offer.
The tender offer is scheduled to expire at midnight (EDT) on
Monday, October 7, 1996, unless the offer is extended.
Revco, recognized as a Fortune 500 company, is the second largest
drugstore 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.
