====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Amendment No. 2
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)
------------------
RDS Acquisition Inc.
Revco D.S., Inc.
(Bidders)
----------------------
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
0888917106
(CUSIP Number of Classes of Securities)
--------------------
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)
-----------------
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, of Big B, Inc., an Alabama corporation
(the "Company"), as set forth in this Amendment No. 2.
Capitalized terms not defined herein have the meanings assigned
thereto in the Schedule 14D-1.
Item 3. Past Contacts, Transactions or Negotiations with the
Subject Company
On September 23, 1996, the Company sent to Parent the
following letter:
September 23, 1996
Mr. D. Dwayne Hoven
President and Chief Executive Officer
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, Ohio 44087
Dear Dwayne:
The Board of Directors of Big B, Inc. has carefully
considered the terms and conditions of Revco's pending tender
offer for Big B common stock and the proposed subsequent merger
of Big B with a subsidiary of Revco. On behalf of the Board of
Directors, I wish to advise you that the Board of Directors has
unanimously determined that Revco's pending tender offer and
related merger, as was the case with Revco's previous acquisition
proposal, is not in the best interests of Big B's shareholders.
The foregoing conclusion is based on the Board of
Director's determination that the per share consideration in
Revco's tender offer and proposed merger of $15.00 in cash is
inadequate.
The Board of Directors has authorized Big B's
management, with the assistance of its financial and legal
advisors, to actively explore alternatives to maximizing Big B
shareholder value. We have already received inquiries from other
interested parties. The Board of Directors has authorized Big B's
management to provide confidential information concerning Big B's
business and operations to any interested party, including Revco,
who enters into a Confidentiality Agreement which is acceptable
to us. In addition, in order to allow sufficient time to develop
and consider possible alternatives, the Board has directed Big
B's management to implement a Shareholder Rights Plan. Although
the Board of Directors has made no decision to sell the Company,
the Board will give careful consideration to any acquisition
proposal that appropriately reflects Big B's intrinsic value.
<PAGE>
We note that Revco has indicated in its Offer to
Purchase that it "intends to seek to negotiate with" Big B. If
this remains the case, we invite you to enter into a
Confidentiality Agreement with us. In such circumstances, we
would be happy to meet with you, to make our advisors available
to you and to provide you access to our confidential financial
information. For your convenience, we have enclosed a form of
Confidentiality Agreement which is acceptable to us and which we
will propose be executed by all interested parties.
Very truly yours,
/s/ Anthony J. Bruno
--------------------------
Anthony J. Bruno
Chairman of the Board and
Chief Executive Officer
In addition, on September 23, 1996, (i) the Company
announced that its Board of Directors adopted a "poison pill"
shareholders rights plan (the "Rights Plan"), (ii) the Company
filed a Tender Offer Solicitation/Recommendation Statement on
Schedule 14D-9 rejecting the Offer and recommending that the
Company's shareholders not tender their shares pursuant to the
Offer and (iii) the Company announced that it was actively
exploring alternatives to maximizing shareholder value. In
response, Parent issued a press release dated September 23,
1996. The text of the press release is contained in Exhibit
(a)(9) to this Amendment No. 2.
Item 10. Additional Information
The information set forth in Item 3 above is incorporated by
reference.
(e) On September 23, 1996, the Company filed a
complaint in the action entitled Big B, Inc. v. Revco D.S.,
Inc. and RDS Acquisition Inc. (the "Complaint") in Circuit
Court of Jefferson County, Alabama, Bessemer Division, (the
"Court") requesting the Court to declare the Rights Plan valid
and lawful and to enjoin temporarily, preliminarily and
permanently the Purchaser and all others acting in concert
with it from bringing any action attacking the Rights Plan or
adopting the Rights Plan by the Company. On September 23,
1996, the Purchaser filed a notice of removal (this "Notice of
Removal") removing the matter before the Court to the federal
district court located in the Northern District of Alabama.
Copies of the Complaint and the Notice of Removal have been
filed as exhibits to this Amendment No. 2.
Item 11. Material to be filed as Exhibits.
(a)(9) Text of Press Release dated September 23, 1996.
(g)(3) Complaint filed by the Company on September 23, 1996, in
the action entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition
Inc. (Circuit Court of Jefferson County, Alabama, Bessemer Division).
<PAGE>
(g)(4) Notice of Removal dated September 23, 1996, in the action
entitled Big B, Inc. v. Revco D.S., Inc. and RDS Acquisition Inc. (Circuit
Court of Jefferson County, Alabama, Bessemer Division).
<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. 2 is true,
complete and correct.
Dated: September 23, 1996
REVCO D.S., INC.,
by
/s/ Jack A. Staph
------------------
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
<PAGE>
Exhibit Index
Page
Exhibit Text of Press Release dated
(a)(9) September 23, 1996.
Exhibit Complaint filed by the Company on
(g)(3) September 23, 1996, in the action
entitled Big B, Inc. v. Revco D.S., Inc.
and RDS Acquisition Inc. (Circuit Court
of Jefferson County, Alabama, Bessemer
Division).
Exhibit Notice of Removal dated September 23,
(g)(4) 1996, in the action entitled Big B, Inc.
v. Revco D.S., Inc. and RDS
Acquisition Inc. (Circuit Court of
Jefferson County, Alabama, Bessemer
Division).
FOR IMMEDIATE RELEASE
Media Contact: Investor Contact:
Thomas Dingledy Dianne McCormick
216-487-1060 216-487-1900
Joele Frank/Dan Katcher
Abernathy MacGregor Group
212-371-5999
REVCO RESPONDS TO BIG B
Twinsburg, Ohio (September 23, 1996) - D. Dwayne Hoven,
President and Chief Executive Officer of Revco D.S., Inc. [NYSE:RXR]
said today that, although the Board of Directors of Big B
[NASDAQ:BIGB] has recommended rejection of Revco's tender offer and
has adopted a poison pill, Revco remains committed to a combination of
the two companies and will actively explore ways to complete the
transaction.
"Naturally, we are disappointed by the recommendation of the
Board of Directors of Big B that its shareholders reject our offer. We
believe our $15 per share tender offer provides superior value for Big
B shareholders. Our tender offer provides Big B shareholders with a
53% premium over the average closing price of Big B stock for the
90-day calendar period ended September 6, the Friday before we
announced our offer. The actions by the Big B Board, including the
adoption of the poison pill, simply deprive Big B's shareholders of
the opportunity to receive prompt value for their shares.
"We remain committed to completing a combination of Revco
and Big B. We are confident the shareholders of Big B -- the owners of
the Company -- will recognize the superior value of our offer. We will
carefully review the terms of Big B's poison pill and the complete
terms of Big B's recommendations to its shareholders to determine what
additional actions are appropriate."
On Monday, September 9, Revco announced that it was
commencing a cash tender offer for all of the outstanding shares of
Big B at a price of $15 per share. 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.
Revco, recognized as a Fortune 500 company, is the second
largest drugstore chain in the U.S. operating 2,184 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.
IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ALABAMA
BESSEMER DIVISION
BIG B, INC., )
)
Plaintiff, )
)
)
v. ) Civil Action CV96-821
) ---------------------
REVCO D.S., INC., a )
Delaware corporation, and )
RDS ACQUISITION, INC. a )
Delaware Corporation, )
)
Defendants. )
COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF
-----------------------------------------------
Plaintiff Big B, Inc. ("Big B" or the "Company"), by
and through its undersigned attorneys, alleges, upon knowledge
as to itself and its own acts, and upon information and belief
as to all other matters, as follows:
1. Plaintiff Big B is an Alabama corporation with
its principal executive offices in Bessemer, Alabama. Big B
and its subsidiaries operate a chain of more than 380 drug
stores and stores that sell and rent medical equipment for
home use throughout the state of Alabama and in certain other
states. Big B stores also offer pharmacy related products and
services, health and beauty aids, and other products. As of
May 11, 1996, the Company had outstanding 22,010,310 shares of
common stock. Shares of Big B's common stock are traded in the
NASDAQ National Market.
<PAGE>
2. Defendant Revco D.S., Inc. ("Revco") is a
Delaware corporation with its principal executive offices in
Twinsburg, Ohio.
3. On or about September 10, 1996, Revco and its
wholly-owned subsidiary, defendant RDS Acquisition Inc. ("RDS"
or "Purchaser"), also a Delaware corporation commenced a
tender offer to purchase all outstanding shares of Big B
common stock at a price of $15 per share. According to the
Offer to Purchase filed with the Securities and Exchange
Commission, the "purpose of the offer is to enable Revco to
acquire control of, and the entire equity interest in, the
Company."
4. The Big B Board of Directors gave careful and
extensive consideration to the Revco offer at both formal and
informal meetings, and received detailed financial advice from
its financial advisors, The Robinson-Humphrey Company, Inc.
("Robinson-Humphrey") Following these meetings, on September
23, 1996, the Board announced its intention to explore
alternatives to the Revco offer as well as its willingness to
receive proposals from both Revco and other parties which may
be more advantageous to shareholders than the current Revco
offer.
5. The Board also recognized, however, that the
Revco offer is currently scheduled to close on October 7,
<PAGE>
1996 and that, without the benefit of a rights plan,
there could be certain unnecessary pressure on shareholders to
make a decision before the Big B Board has had time to explore
alternatives that may be more advantageous to shareholders.
The Board further concluded that the adoption of a rights plan
would allow additional time for the exploration of
alternatives in a deliberate manner without the coercive
effect of an impending conclusion of the Revco offer.
6. Consequently, on September 23, 1996, the Big B
Board of Directors, after careful consideration and
consultation with its advisors, announced the adoption of a
Shareholder Rights Plan (the "Rights Plan"). The Rights Plan
is designed, among other things, to encourage third parties
interested in acquiring the Company to negotiate with the
Board, and to deter certain coercive or abusive takeover
tactics. Through adoption of the Rights Plan, the Big B Board
of Directors sought to reduce the risk of less than all of the
Company's common stock being acquired in a transaction which
could result in a change of control without full and fair
value being offered to all Big B shareholders. Big B's Board
also sought to preserve its bargaining power and flexibility
to deal with third-party acquirors, including Revco.
<PAGE>
7. The adoption of rights plans similar to the one
adopted by Big B has been approved by courts across the United
States, including the Delaware Supreme Court. Indeed, over
1600 companies, many of whom are Fortune 500 companies, have
adopted Rights Plans.
8. Pursuant to the Rights Plan, the Board declared a
dividend distribution of one Right for each outstanding share
of Big B common stock. Each Right presently represents the
right to purchase, if and when the Right becomes exercisable,
shares of common stock of Big B at a specified price (the
"Purchase Price"). The Rights will expire on June 30, 1997, or
earlier in certain circumstances, unless earlier redeemed by
the Big B Board.
9. The Rights will become exercisable and transferable
apart from the common stock only if a person or group acquires
beneficial ownership of 10% or more of Big B's common stock, or
such earlier time as may be determined by the Board during the
pendency of a tender offer that would result in a third party
owning 10% or more of the outstanding common stock. Upon the
occurrence of a "flip-in" or "flip-over" event (described below),
each Right would become the right to purchase common stock of the
Company or, in certain circumstances, the acquiring person, at a
substantial discount.
<PAGE>
10. Specifically, a flip-in will occur in the event
that any person becomes the beneficial owner of 10% or more of
the common stock of Big B (other than pursuant to certain
types of offers). Under such circumstances, each of the Rights
(other than Rights held by the party triggering the Rights
which are voided) becomes a discount right entitling the
holder to acquire common stock having a value equal to twice
the Right's Purchase Price. A flip-over event will be deemed
to have occurred if, following acquisition of 10% or more of
the common stock by any person, the Company engages in a
merger or certain other business combinations in which the
Company does not survive. Under such circumstances, each right
becomes the right to acquire common shares of the other party
to the transaction having a value equal to twice the Purchase
Price. In other words, the flip-in right entitles the Rights
holder to purchase Big B common stock for half price. The
flip-over right entitles the Rights holder to purchase the
common stock of the acquiring party for half price.
11. The flip-over rights may also be triggered if the
Company engages in a merger or business combination in which Big
B's common stock is changed or exchanged or if the Company
transfers more than 50% or its assets, earning power
<PAGE>
or cash flow in one transaction or a series of related
transactions.
12. Subject to certain extension rights, the Big B
Board of Directors is entitled to redeem the Rights at a price
of $0.01 per Right at any time prior to the expiration of the
tenth day following the acquisition of beneficial ownership of
10% or more of the common stock of Big B. The Rights Plan may
be amended by the Board subject to certain conditions.
13. As described above, the Rights Plan is intended
to enable the Big B Board of Directors to respond to
unsolicited acquisition proposals in a manner which is in the
best interests of the Company and its shareholders.
Accordingly, if there is a proposed takeover which the Board
deems advantageous, the Board would be in a position to redeem
the outstanding Rights at a nominal consideration.
14. Big B believes and alleges that the Rights Plan
is valid and lawful and was adopted in full conformance with
applicable Alabama law.
15. Big B believes and alleges that the defendants,
or persons or entities acting in concert with them or on their
behalf, will contest the validity of the Rights Plan and will
assert that the Rights Plan was adopted in violation of
applicable law or in violation of Big B's
<PAGE>
board of directors' fiduciary duties. Thus, an actual
controversy exists between the parties to this action which
is within the power of this Court to determine pursuant to
Ala. Code ss.6-6-222. Determination of the issues presented
herein will afford relief from uncertainty and insecurity
with respect to rights, status, and legal relations between
the parties.
16. Big B has no adequate remedy at law.
WHEREFORE, the plaintiff Big B, Inc. hereby requests
that the Court enter a judgment against the defendants:
A. Declaring the Rights Plan adopted by the Big B
Board of Directors valid and lawful and adopted in full
conformance with the laws of the State of Alabama or any other
applicable law;
B. Temporarily, preliminarily and permanently
enjoining the defendants, their affiliates, subsidiaries,
officers, directors and all others acting in concert with them
or on their behalf from bringing any action in any other court
attacking the Rights Plan or the adoption of the Rights Plan
by the Big B Board under Alabama law or any other applicable
law; and
C. Granting such further relief, including payment
of the expenses (including attorneys' fees) incurred
<PAGE>
by the plaintiff in this action, as may be just and proper
under the circumstances.
-----------------------
Kaye Houser Turberville (HOU002)
Samuel M. Hill (HIL025)
Attorneys for Plaintiff
Big B, Inc.
<PAGE>
OF COUNSEL:
SIROTE & PERMUTT
2222 Arlington Avenue South
Post Office Box 55727
Birmingham, AL 35255-5727
(205) 930-5130
Plaintiff demands trial by jury.
------------------------
Kaye Houser Turberville
Serve Defendants by
Certified Mail as follows:
- --------------------------
RDS Acquisition Inc.
1925 Enterprise Parkway
Twinsburg, Ohio 44087
Revco D.S., Inc.
1925 Enterprise Parkway
Twinsburg, Ohio 44087
IN THE CIRCUIT COURT OF
JEFFERSON COUNTY, ALABAMA
BESSEMER DIVISION
BIG B, INC., )
)
Plaintiff, ) CIVIL ACTION NO. CV-96-821
)
v. )
)
REVCO D.S., INC., a Delaware )
corporation, and RDS ACQUISITION )
INC., a Delaware corporation, )
)
Defendants. )
NOTICE OF FILING NOTICE OF REMOVAL
TO: Earl N. Carter, Jr., Clerk of Court
Jefferson County Courthouse, Bessemer Division
1801 North 3rd Avenue
Bessemer, Alabama 35020
Pursuant to 28 U.S.C. ss. 1446(d), the defendants
hereby give notice to the Circuit Court of Jefferson County,
Alabama, Bessemer Division and to counsel for the plaintiff
that the defendants have filed a notice of removal with the
United States District Court for the Northern District of
Alabama, Southern Division, and that this case has been
removed to that Court. Attached is a copy of the notice of
removal.
------------------------------
Hobart A. McWhorter, Jr.
McW001
------------------------------
Philip J. Carroll, III
CAR076
<PAGE>
--------------------------------
Matthew A. Aiken
AIK001
Attorneys for
RDS Acquisition Inc.
OF COUNSEL
BRADLEY, ARANT, ROSE & WHITE
P.O. Box 830709
Birmingham, Alabama 35283-0709
(205) 521-8000
CERTIFICATE OF SERVICE
I hereby certify that I have this date served the
foregoing Notice of Removal on Kaye H. Turberville, Esq.,
Sirote & Permutt, P.C., 2222 Arlington Avenue South,
Birmingham, Alabama 35255 by delivering a copy of same to her
on this 23 day of September, 1996.
--------------------------------
OF COUNSEL
<PAGE>
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff, )
)
v. ) CIVIL ACTION NO.
)
REVCO D.S., INC., )
a Delaware corporation, and )
RDS ACQUISITION INC., )
a Delaware corporation, )
)
Defendants. )
NOTICE OF REMOVAL
TO: CLERK, U.S. DISTRICT COURT, NORTHERN DISTRICT OF ALABAMA,
SOUTHERN DIVISION
Please take notice that pursuant to 28 U.S.C. ss.
ss. 1441, et seq., defendants Revco D.S., Inc. ("Revco") and
RDS Acquisition Inc. ("RDS"), hereby remove to the United
States District Court for the Northern District of Alabama,
Southern Division, an action presently pending in the Circuit
Court of Jefferson County, Alabama, Bessemer Division,
entitled, BIG B, INC. v. REVCO D.S., INC., a Delaware
corporation, and RDS ACQUISITION INC., a Delaware corporation,
Civil Action no. 96-821, filed on September 23, 1996, in the
Circuit Court of Jefferson County, Alabama, Bessemer Division,
upon the following grounds:
1. This action was commenced by the filing of the
Complaint for Declaratory and Injunctive Relief on September
23, 1996. Copies of all process, pleadings and orders served
<PAGE>
upon counsel for Revco and RDS or present in the state
court clerk's file in this action are attached hereto as
Exhibit "A."
2. There is one named Plaintiff to this action.
Plaintiff Big B, Inc. ("Big B") alleges that it is a
corporation organized and existing under the laws of the State
of Alabama with its principal place of business located at
2600 Morgan Road, S.E., Bessemer, Alabama. Complaint, P. 1.
3. There are two named Defendants to this action.
Defendant Revco is a Delaware corporation with its principal
place of business in Twinsburg, Ohio. Defendant RDS is also a
Delaware corporation with its principal place of business in
Twinsburg, Ohio.
4. The first notice of this action to the defendants
was made on September 23, 1996, when counsel for defendants
Revco and RDS received a copy of the complaint. This action is
removed within thirty days of notice thereof to Revco and RDS,
pursuant to 28 U.S.C. ss. 1446(b).
5. This Court has jurisdiction over this action
pursuant to 28 U.S.C. ss.1332. In relevant part, 28 U.S.C. ss.
1441(a) provides that "any civil action brought in a State
court of which the district courts of the United States have
original jurisdiction, may be removed by the defendant . . .
to the district court of the United States . . . ." Article
III, ss.2 of the United States Constitution confers federal
judicial power to controversies between the citizens
<PAGE>
of different states. Federal district courts are granted
original jurisdiction over diversity cases in which the amount
in controversy exceeds $50,000.00. 28 U.S.C. ss.1332.
6. For purposes of diversity of citizenship federal
jurisdiction, diversity exists whenever all of the plaintiffs
are of different citizenship than all of the defendants. Lane
v. Champion Intern. Corp., 827 F. Supp. 701 (S.D. Ala. 1993)
(citing Strawbridge v. Curtiss, 7 U.S. 267 (1806)). This
requirement is satisfied here. Big B is an Alabama corporation
with its principal place of business in Alabama. Revco and RDS
are both Delaware corporations with their principal place of
business in Twinsburg, Ohio.
7. In addition to the requirement that parties be
diverse citizens, the amount in controversy must exceed
$50,000.00. 28 U.S.C. ss.1332. Plaintiff Big B seeks a
declaratory judgment and injunctive relief. "The purpose of an
amount in controversy requirement is to ensure the
substantiality of the suit itself, not solely the amount which
the plaintiff stands to recover." 1 J. Moore, Moore's Federal
Practice P. 91[1] at 819 (2 ed. 1991). In a diversity case,
the amount in controversy is "measured not by the monetary
result of determining the principle involved but by its
pecuniary consequence to those involved in the litigation."
Thomson v. Gaskill, 315 U.S. 442, 447 (1942). See also
Duderwicz v. Sweetwater Sav. Ass'n, 595 F.2d 1008, 1014 (4th
Cir. 1979). Therefore, in an action for injunctive relief, "it
is well established that the amount in controversy is measured
by the value of the object of the litigation." Hunt v.
Washington State Apple Adv. Comm'n, 432 U.S. 333, 347-48
(1977).
<PAGE>
8. The amount in controversy far exceeds $50,000.00.
This litigation involves a tender offer for all the
outstanding shares of plaintiff's common stock, which has an
announced equity value of approximately $330 million dollars.
Furthermore, the subject of plaintiff's declaratory judgment
action is a Shareholder Rights Plan, which could cost
defendants significantly more than the $50,000.00
jurisdictional amount.
9. Because the amount in controversy exceeds
$50,000.00 and complete diversity exists, this case is a civil
action of which the United States District Courts have
original jurisdiction under 28 U.S.C. ss. 1332(a), and is
therefore properly removable pursuant to 28 U.S.C. ss. 1441.
10. Revco and RDS are the only defendants to this
action, and they both join in this Notice of Removal.
11. Pursuant to 28 U.S.C. ss. 1446(d), a copy of
this Notice of Removal is being filed with the Clerk of the
Circuit Court of Jefferson County, and served upon counsel for
the only adverse party.
WHEREFORE, Revco D.S., Inc. and RDS Acquisition Inc.
hereby remove this action, now pending in the Circuit Court of
Jefferson County, Alabama, Bessemer Division, to this Court
pursuant to 28 U.S.C. Section 1441(b) and respectfully request
that this Court take cognizance, accept jurisdiction, and
enter such orders or take such steps as may be
<PAGE>
necessary to effect a true record of such proceedings as may
have been had in the Circuit Court of Jefferson County,
Alabama, Bessemer Division.
-------------------------------
Hobart A. McWhorter, Jr.
-------------------------------
Philip J. Carroll, III
-------------------------------
Matthew A. Aiken
Attorneys for
Revco D.S., Inc. and
RDS Acquisition Inc.
<PAGE>
OF COUNSEL:
BRADLEY, ARANT, ROSE & WHITE
P.O. Box 830709
Birmingham, Alabama 35283-0709
(205) 521-8000
CERTIFICATE OF SERVICE
I hereby certify that I have this date served the
foregoing Notice of Removal on Kaye H. Turberville, Esq.,
Sirote & Permutt, P.C., 2222 Arlington Avenue South,
Birmingham, Alabama 35255 by delivering a copy of same to her
on this 23 day of September, 1996.
------------------------------
OF COUNSEL
