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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 7
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. 7. Capitalized
terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
Item 10. Additional Information.
(e) On October 3, 1996, the Honorable Judge William M.
Acker, Jr., of the United States District Court for the Northern
District of Alabama, Southern Division, issued an order denying the
Company's motion to remand the case entitled Big B, Inc. v. Revco
D.S., Inc., et al. (96-AR-2496-S) to the Circuit Court of Jefferson
County, Bessemer Division, from whence it was removed. Judge Acker
also set a hearing date of October 18, 1996, for Parent's motion for a
preliminary injunction. As previously disclosed, pursuant to the
Confidentiality Agreement dated October 3, 1996, Parent and the
Company have agreed to stay this proceeding, and Parent intends to
file the appropriate documents with the Court to adjourn this hearing
and otherwise stay this proceeding.
Item 11. Material to be Filed as Exhibits.
(g)(8) Memorandum Opinion and Order issued October 3, 1996,
by the Honorable Judge William M. Acker, Jr., of the United States
District Court for the Northern District of Alabama, Southern
Division, denying the Company's motion to remand.
<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.
7 is true, complete and correct.
Dated: October 7, 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
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Name: Jack A. Staph
Title: Vice President and Secretary
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Exhibit Index
Page
Exhibit (g)(8) Memorandum Opinion and Order issued
October 3, 1996, by the Honorable Judge
William M. Acker, Jr., of the United
States District Court for the Northern
District of Alabama, Southern Division,
denying the Company's motion to remand.
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff ) CIVIL ACTION NO.
)
vs. ) 96-AR-2496-S
)
REVCO D.S., INC., ET AL., )
)
Defendants. )
MEMORANDUM OPINION AND ORDER
The court has for consideration the motion of
Big B, Inc., to remand the above-entitled case to the
Circuit Court of Jefferson County, Bessemer Division, from
whence it was removed. The jurisdictional controversy
centers not around the question of whether or not complete
diversity exists but solely on whether or not the $50,000
jurisdictional amount under 28 U.S.C. Section 1332 exists.
Although the court agrees with the removing defendants that
the subject matter of the controversy, even though not
precisely quantifiable, is "worth" more than $50,000, either
to plaintiff, or to defendants, and therefore certainly in
the aggregate to plaintiff and to defendants, a much easier
route to the court's conclusion that this controversy
<PAGE>
involves more than $50,000 is the simple fact that in the
complaint itself plaintiff seeks an attorneys fee. Whether
or not an attorneys fee will ever be recovered is not the
issue. The fact that an attorneys fee is claimed, together
with the judicial knowledge that no claim for an attorneys
fee once a case reaches that stage is ever less than
$50,000, is enough. Therefore, the motion to remand is
DENIED.
As promised by the court at the status and
scheduling conference held on October 2, 1996, all requests
for relief, both by plaintiff or by defendants, will be
heard on the merits at 11:00 A.M., October 18, 1996, in
accordance with Rule 65(a)(2), F.R.Civ.P.
To the extent discovery is needed, the parties
shall cooperate toward being mutually prepared for trial on
this expedited basis. And, to the extent the parties can
agree on facts, they shall prepare and present to the court
an agreed statement of facts by 4:30 P.M., October 17, 1996.
DONE this 3rd day of October, 1996.
/s/ William M. Acker, Jr.
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WILLIAM M. ACKER, JR.
UNITED STATES DISTRICT JUDGE
