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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 9, 1996
REVCO D.S., INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5025 34-1527876
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1925 Enterprise Parkway, Twinsburg, Ohio 44087
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 425-9811.
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ITEM 5. OTHER EVENTS.
On September 9, 1996, the Registrant announced that it (i) had
commenced a cash tender offer (the "Tender") for all of the outstanding shares
of Big B, Inc. ("Big B"), and (ii) intends to consummate a merger in which all
remaining Big B shareholders, after consummation of the Tender, will receive
the same cash price paid in the Tender. A copy of the Registrant's press
release issued in connection with the announcement of the Tender is attached to
this Form 8-K as Exhibit "99.1".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Number Description
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99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVCO D.S., INC.
Date: September 11, 1996 By: /s/ JACK A. STAPH
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Jack A. Staph
Senior Vice President, Secretary
and General Counsel
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Exhibit 99.1
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 ANNOUNCES OFFER TO ACQUIRE
BIG B FOR $15 PER BIG B SHARE
TWINSBURG, OHIO (SEPTEMBER 9, 1996) -- Revco D.S., Inc. [NYSE: RXR] today
announced that it is commencing a cash tender offer for all of the outstanding
shares of Big B, Inc. [NASDAQ: BIGB] at a price of $15 per share. This
represents a premium of 53% over the $9.81 average closing price of Big B stock
for the 90-calendar day period ended Friday, September 6, 1996. Following the
completion of the tender offer, Revco intends to consummate a merger in which
all remaining Big B shareholders will also receive the same cash price paid in
the tender offer. Big B has approximately 22.0 million shares on a fully diluted
basis, giving the transaction a total equity value of approximately $330
million.
Revco currently owns 1,190,000 shares of Big B common stock, representing
approximately 5.4% of Big B's shares on a fully diluted basis. The transaction
is anticipated to be accretive to Revco's earnings per share in the first year
of the combination.
D. Dwayne Hoven, President and Chief Executive Officer of Revco, said "This is
truly a win-win opportunity for Revco and Big B shareholders, employees and
customers. With Revco's financial resources, technological expertise and
marketing and sales capability, we can together grow our combined company's
customer base and increase our sales potential. Among other efficiencies, this
combination will allow the combined company to spread costs over a larger base
of stores. This will assist us in meeting the increasing customer demand for
lower pharmacy prices. We hope that the Board of Directors of Big B will
recognize the significant benefits to Big B and its shareholders."
The tender offer is not contingent on Revco obtaining financing. Revco intends
to finance the tender offer through a combination of cash on hand and bank
borrowings. The tender offer is conditioned upon the acquisition of a majority
of Big B's shares
