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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): October 28, 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 October 28, 1996, the Registrant announced that it had (i) amended
the terms of its previously reported cash tender offer (the "Tender") for all
of the outstanding shares of Big B, Inc. ("Big B"), and (ii) entered into a
related merger agreement with Big B pursuant to 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 amendment 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
(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 1, 1996 By: /s/ JACK A. STAPH
---------------------------------
Jack A. Staph
Senior Vice President, Secretary
and General Counsel
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EXHIBIT 99.1
[REVCO LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACTS:
FOR REVCO D.S., INC.: FOR BIG B, INC.
MEDIA CONTACT: INVESTOR CONTACT:
Thomas Dingledy Dianne McCormick Arthur M. Jones, Sr.
216 / 425-9811 x6145 216 / 425-9811 x1900 205 / 424-3421x202
Joele Frank / Dan Katcher
Abernathy MacGregor Group
212 / 371-5999
REVCO AND BIG B SIGN DEFINITIVE MERGER AGREEMENT
FOR ACQUISITION OF BIG B AT $17.25 PER SHARE
TWINSBURG, OH AND BESSEMER, AL (OCTOBER 28, 1996) -- Revco D.S., Inc. [NYSE:
RXR] and Big B, Inc. [NASDAQ: BIGB] today announced that the two companies have
signed a definitive merger agreement for the acquisition of Big B by Revco at
$17.25 per share in cash.
Under the terms of the agreement, Revco's wholly owned subsidiary, RDS
Acquisition Inc., is increasing the price of its pending tender offer to
purchase all outstanding shares of Big B common stock to $17.25 per share in
cash. Big B's Board of Directors has unanimously approved the tender offer and
the merger and recommends that Big B shareholders tender their shares.
Following the completion of the tender offer, Revco intends to consummate a
second step 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 outstanding on a fully diluted basis, giving the transaction a
total equity value of approximately $380 million. Revco expects the transaction
to be accretive to earnings per share in the first year of the combination.
"We are very excited about the combination of Revco and Big B. I am pleased we
were able to bring this process to a fast and successful conclusion," said D.
Dwayne Hoven, President and Chief Executive Officer of Revco. "This combination
represents a win-win opportunity for both companies' shareholders, employees and
customers. With Revco's financial resources, technological expertise and
marketing and sales capability, we
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-more-
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."
Anthony Bruno, Chairman of the Board and Chief Executive Officer of Big B,
said, "Our Board of Directors unanimously concluded that this transaction with
Revco is in the best interests of Big B's shareholders and employees. At $17.25
per share in cash, this transaction represents a substantial premium over Big
B's stock price for the recent period before Revco commenced its tender offer.
We look forward to a rapid completion of the transaction and to working with
Revco to ensure the smoothest transition possible."
Pursuant to the merger agreement, RDS Acquisition Inc. is also extending its
cash tender offer until 9:00 a.m. (EST), on Friday, November 15, 1996. As of
6:00 p.m. (EDT), on October 25, 1996, 440,932 shares of Big B's outstanding
common stock had been tendered pursuant to the offer. The tender offer was
scheduled to expire at 5:00 p.m. (EST), on Monday, October 28, 1996.
The tender offer will be amended to reflect the terms and conditions contained
in the merger agreement, including a minimum tender condition of a majority of
all outstanding shares of Big B common stock on a fully diluted basis. The Big
B shareholder rights plan has been rendered inapplicable to Revco's offer, and
all related litigation between Revco and Big B will be withdrawn. As previously
announced, the Hart-Scott-Rodino waiting period applicable to the tender offer
has expired. Big B will mail its formal recommendation to shareholders at the
same time Revco mails its revised tender offer materials.
Big B, Inc. is the nation's 10th largest drug store chain operating 397 units
throughout the Southeastern United States.
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.
Notes 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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