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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): November 15, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1996, the Registrant announced that it had completed
its previously reported cash tender offer (the "Tender") for all of the
outstanding shares of Big B, Inc. ("Big B"). As disclosed in the Registrant's
Schedules 14D-1 and 13D filed with the Commission on September 10, 1996, the
Registrant utilized available cash on hand and borrowings under the Registrant's
Revolving Credit Facility to pay for the tendered Big B shares. As a result of
the completion of the Tender, the Registrant owns, through its wholly-owned
subsidiary, RDS Acquisition Inc., 18,422,501 shares of Big B's common stock,
including 1,190,000 previously acquired shares, which represents approximately
87.9% of Big B's outstanding shares of common stock. The aggregate purchase
price for Big B's shares held by the Company, including the shares acquired upon
consummation of the Tender, was $297,261,000 which is approximately 14% of the
assets of the Registrant and its consolidated subsidiaries. A copy of the
Registrant's press release issued in connection with the completion of the
Tender and execution of the Merger Agreement is attached to this Form 8-K as
Exhibit "99.1".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. In accordance with
the applicable provisions of Regulation S-X, no financial
statements have been filed with this report since the assets
acquired by the Company comprise less than 20% of the assets of
the Registrant and its consolidated subsidiaries.
(b) Pro forma financial information. In accordance with the applicable
provisions of Regulation S-X, no pro forma financial information
has been filed with this report since the assets acquired by the
Company comprise less than 20% of the assets of the Registrant
and its consolidated subsidiaries.
(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: November 25, 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 COMPLETES TENDER OFFER FOR BIG B
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TWINSBURG, OHIO (NOVEMBER 15, 1996) - Revco D.S., Inc. [NYSE: RXR] announced
today that it has completed its cash tender offer for all of the outstanding
shares of Big B, Inc. [NASDAQ: BIGB] at a price of $17.25 per share in cash.
The offer expired, as scheduled, at 9:00 a.m. (EST), on Friday, November 15,
1996.
As of the termination of the offer, based on a preliminary count from the
depositary for the offer, approximately 16,100,000 shares of Big B's common
stock had been tendered and accepted for payment. These tendered shares,
together with the 1,190,000 shares of Big B common stock that Revco currently
owns, represent approximately 84% of Big B's outstanding shares. Revco and Big
B will now proceed to complete a merger pursuant to which Revco will acquire
the remaining shares of Big B for $17.25 per share in cash. This merger is
expected to be completed late this year or early next year.
D. Dwayne Hoven, President and Chief Executive Officer of Revco, said, "We are
very excited about the combination of Revco and Big B. With the successful
completion of our tender offer, we can now move forward to quickly realize the
substantial benefits that this combination will bring to shareholders,
customers and employees."
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.
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