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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 12
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, including the associated common stock purchase rights,
of Big B, Inc., an Alabama corporation (the "Company"), as set
forth in this Amendment No. 12. Capitalized terms not defined
herein have the meanings assigned thereto in the Schedule 14D-1.
Item 10. Additional Information.
(f) Parent announced on October 25, 1996, that the
Purchaser had extended the Expiration Date of the Offer until 5
p.m., New York City time, on Monday, October 28, 1996.
Item 11. Material to be Filed as Exhibits.
(a)(14) Text of Press Release dated October 25, 1996.
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment
No. 12 is true, complete and correct.
Dated: October 25, 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
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Exhibit Index
Page
Exhibit (a)(14) Text of Press Release dated October 25, 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 EXTENDS TENDER OFFER
FOR ALL OF THE OUTSTANDING SHARES OF BIG B
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Twinsburg, Ohio (October 25, 1996) -- Revco D.S., Inc. [NYSE: RXR]
announced today that its subsidiary RDS Acquisition Inc. has extended
its cash tender offer for all of the outstanding shares of Big B, Inc.
[NASDAQ: BIGB] at a price of $15 per share until 5:00 p.m. (EST) on
Monday, October 28, 1996. As of 6:00 p.m. (EDT) on October 24, 1996,
307,240 shares of Big B's outstanding common stock had been tendered
to Revco under the terms of the offer. The tender offer was scheduled
to expire at 5:00 p.m. (EDT) on Friday, October 25, 1996.
The tender offer is conditioned, among other things, upon the
acquisition of a majority of Big B's outstanding common shares and
the Big B poison pill shareholder rights being redeemed,
invalidated or otherwise being inapplicable to the tender offer and
Revco's proposed merger to acquire all outstanding Big B shares. As
previously announced, the Hart-Scott-Rodino waiting period
applicable to the tender offer has expired.
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.
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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.
