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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 9
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
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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)
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. 9. Capitalized
terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
Item 4. Source and Amount or Funds or Other Consideration.
(a) and (b) On September 9, 1996, the parties to the Credit
Agreement entered into Amendment No. 1 to the Credit Agreement, which
makes certain technical amendments desirable in connection with the
making of the Offer and the Proposed Merger.
Item 11. Material to be Filed as Exhibits
(b)(2) Amendment No. 1 dated as of September 9, 1996, to the
Amended and Restated Credit Agreement dated as of July 27, 1995, among
Parent, Banque Paribas and Bank of America Illinois, as managing
agents, Bank of America National Trust and Savings Association, as
adminstrative agent, and the syndicate of lenders thereto.
<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. 9 is true, complete and correct.
Dated: October 11, 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 (b)(2) Amendment No. 1 dated as of
September 9, 1996, to the
Amended and Restated Credit
Agreement dated as of July
27, 1995, among Parent, Banque
Paribas and Bank of America
Illinois, as managing agents,
Bank of America National Trust
and Savings Association, as
adminstrative agent, and the
syndicate of lenders thereto.
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment"), dated as
of September 9, 1996 (the "Amendment Effective Date"), by
and among REVCO D.S., INC., a Delaware corporation
("Revco"), the undersigned Lenders, BANQUE PARIBAS, a French
banking corporation, and BANK OF AMERICA ILLINOIS, an
Illinois banking corporation, as Managing Agents, and BANK
OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
Administrative Agent,
W I T N E S S E S:
WHEREAS, certain parties to this Amendment are
parties to that certain Amended and Restated Credit
Agreement, dated as of July 27, 1995, with Revco (as in
effect immediately prior to the Amendment Effective Date,
the "Existing Credit Agreement" and, as amended by this
Amendment, the "Credit Agreement"); and
WHEREAS, Revco has requested that the Revolving
Lenders amend the Existing Credit Agreement in the manner
set forth herein; and
WHEREAS, pursuant to Section 11.1 of the Credit
Agreement, such amendments require the consent of the
Required Lenders thereunder; and
WHEREAS, the undersigned Revolving Lenders have
consented to such amendments on the terms and conditions set
forth herein,
NOW, THEREFORE, in consideration of the premises
and the mutual agreements contained herein, the parties
hereto, intending legally to be bound hereby, agree as
follows:
SECTION 1. Defined Terms; Interpretation. This
Amendment is a Credit Document under the Credit Agreement
and, accordingly, Article I of the Credit Agreement applies
hereto.
SECTION 2. Amendments. On and from the Amendment
Effective Date, the Existing Credit Agreement is hereby
amended as follows:
(a) Section 8.2.3 (Liens) of the Credit Agreement
is amended by adding at the end thereof the following:
<PAGE>
; provided that the provisions of this Section
8.2.3 shall not apply to Margin Stock (or that
portion thereof) otherwise subject to such
provisions with a value (determined by any
reasonable method selected by the Required
Lenders) in excess of 25% of the value (as so
determined) of all assets subject to such
provisions (including such Margin Stock or portion
thereof)
(b) Clause (g) of Section 8.2.5 (Investments) of
the Credit Agreement is amended by deleting the amount
"$10,000,000" and substituting the amount "$50,000,000"
in lieu thereof.
(c) Section 8.2.8 (Consolidation, Merger,
Acquisitions, etc.) of the Credit Agreement is amended
by adding after the words "Permitted Material
Acquisition" in clause (b) thereof the words "or
Permitted Strategic Investment" and adding at the end
thereof the following:
, and provided, further, that the provisions of
this Section 8.2.8 shall not apply (i) to any sale
or disposition of Margin Stock for fair
consideration, and (ii) to any Margin Stock (or
that portion thereof) otherwise subject to such
provisions with a value (determined by any
reasonable method selected by the Required
Lenders) in excess of 25% of the value (as so
determined) of all assets subject to such
provisions (including such Margin Stock or portion
thereof)
(d) Section 9.1.6 (Default or Other Indebtedness,
etc.) of the Credit Agreement is amended by adding
after the words "other material agreement" the
following:
(other than a default under terms applicable to
Indebtedness owed to any Revolving Lender or
Affiliate thereof restricting the sale, pledge or
other disposition by Revco of Margin Stock with a
value in excess of 25% of the value of all assets
subject to such terms)
(e) Schedule I to the Credit Agreement
(Definitions) is amended by adding thereto the
<PAGE>
following defined terms (in appropriate alphabetical
order):
"Margin Stock" means margin stock (within the
meaning of F.R.S. Board Regulation G, T, U or X).
"Permitted Strategic Investment" means
acquisition by Revco or a Subsidiary thereof of
outstanding capital stock of any Person:
(a) the acquisition of all or
substantially all of the outstanding capital
stock of such Person Revco's Board of
Directors has determined in good faith would
constitute either (x) a Permitted Material
Acquisition or (y) an acquisition permitted
under clause (c) of Section 8.2.8;
(b) which stock has been acquired as
part of a plan for such Permitted Material
Acquisition or acquisition, as the case may
be;
(c) notice of which plan has been given
to the Managing Agents, together with Revco's
computation supporting its determination that
such acquisition will constitute a Permitted
Material Acquisition, if applicable,
including the pro forma tests contemplated by
clause (d) of the definition thereof; and
(d) which stock will be sold or
otherwise disposed by Revco as promptly as
practicable following Revco's determination
not to proceed with such Permitted Material
Acquisition or acquisition, as the case may
be.
SECTION 3. Representations and Warranties. To
induce the Lenders to enter into this Amendment, Revco
represents and warrants to the Administrative Agent, the
Managing Agents and the Revolving Lenders as follows:
(a) the representations and warranties of Revco
contained in Article VII of the Credit Agreement
(except those solely relating to an earlier date) are
true and correct in all material respects on the
Amendment Effective Date; and
<PAGE>
(b) no Default has occurred and is continuing on
the date hereof.
SECTION 4. Effectiveness. This Amendment shall be
and become effective if on or before September 30, 1996,
this Amendment has been duly executed and delivered by Revco
to the Administrative Agent and the Administrative Agent has
received evidence satisfactory to it of the due execution
and delivery hereof by the Required Lenders.
SECTION 5. Miscellaneous.
(a) Except as amended hereby, the Existing Credit
Agreement and each other Credit Document remains in
full force and effect and, except as otherwise set
forth herein, Revco hereby ratifies and confirms its
representations, warranties, covenants and agreements
contained in, and liabilities under, the Credit
Agreement and the other Credit Documents.
(b) On and from the Amendment Effective Date,
reference to the Existing Credit Agreement in any
Credit Document shall be deemed to include a reference
to the Credit Agreement, whether or not reference is
made to this Amendment.
(c) This Amendment may be executed in
counterparts, each of which shall be deemed an original
but all of which when taken together shall constitute a
single agreement.
IN WITNESS WHEREOF, the undersigned have caused
this Amendment to be duly executed and delivered by their
respective representatives thereunto duly authorized as of
the date first hereinbefore appearing.
REVCO D.S., INC.
By: /s/ Brian P. Carney
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Name: Brian P. Carney
Title: Senior Vice President,
Finance
<PAGE>
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as
Administrative Agent and Bid
Loan Agent
By: /s/ Eric A. Schubert
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Name: Eric A. Schubert
Title: Managing Director
<PAGE>
BANK OF AMERICA ILLINOIS, individually,
as LC Issuer and as Managing Agent
By: /s/ Eric A. Schubert
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Name: Eric A. Schubert
Title: Managing Director
<PAGE>
BANKQUE PARIBAS, individually, as LC
Issuer and as Managing Agent
By: /s/ Peter Toal
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Name: Peter Toal
Title: Regional General Manager
By: /s/ Gerald E. O'Keefe
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Name: Gerald E. O'Keefe
Title: Vice President
<PAGE>
ABN-AMRO BANK N.V.
BY: ABN AMRO North America, Inc., as
agent
By: /s/ James M. Janovsky
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Name: James M. Janovsky
Title: Group V.P. and Director
By: /s/ Kathryn C. Toth
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Name: Kathryn C. Toth
Title: V.P. and Operational Manager
<PAGE>
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ F.N. Wilms
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Name: F.N. Wilms
Title: Vice President
<PAGE>
THE CHASE MANHATTAN BANK (formerly
known as Chemical Bank)
By: /s/ William Rindfuss
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Name: William Rindfuss
Title: Vice President
<PAGE>
CITIBANK, N.A.
By: /s/ Majorie Futornick
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Name: Majorie Futornick
Title: Vice President
<PAGE>
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: /s/ Mary Ann Klemm
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Name: Mary Ann Klemm
Title: Authorized Signature
CREDIT LYONNAIS CHICAGO BRANCH
By: /s/ Mary Ann Klemm
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Name: Mary Ann Klemm
Title: Vice President and Group Head
<PAGE>
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Bradley R. Sprang
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Name: Bradley R. Sprang
Title: Commercial Banking Officer
<PAGE>
THE LONG-TERM CREDIT BANK OF
JAPAN, LTD. CHICAGO BRANCH
By: /s/ Brady S. Sadek
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Name: Brady S. Sadek
Title: Vice President & Deputy
General Manager
<PAGE>
NATIONSBANK, N.A. (CAROLINAS)
By: /s/ Justine E. Tobin
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Name: Justine E. Tobin
Title: Vice President
<PAGE>
PNC BANK, NATIONAL ASSOCIATION
By: /s/ William V. Armitage
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Name: William V. Armitage
Title: Vice President
<PAGE>
BANK OF MONTREAL
By: /s/ W. T. Calder
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Name: W. T. Calder
Title: Director
<PAGE>
THE BANK OF NEW YORK
By: /s/ Paula M. DiPonzio
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Name: Paula M. DiPonzio
Title: Vice President
<PAGE>
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
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Name: F.C.H. Ashby
Title: Senior Manager Loan
Operations
<PAGE>
CRESTAR BANK
By: /s/ Linda L. Bergmann
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Name: Linda L. Bergmann
Title: Vice President
<PAGE>
DRESDNER BANK AG NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Thomas J. Nadramia
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Name: Thomas J. Nadramia
Title: Vice President
By: /s/ John W. Sweeney
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Name: John W. Sweeney
Title: Assistant Vice President
<PAGE>
THE FUJI BANK, LIMITED
By: /s/ Hidehiko Ide
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Name: Hidehiko Ide
Title: General Manager
<PAGE>
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Hiroaki Nakamura
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Name: Hiroaki Nakamura
Title: Joint General Manager
<PAGE>
NATIONAL CITY BANK
By: /s/ Stanley J. Gregorin, Jr.
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Name: Stanley J. Gregorin, Jr.
Title: Vice President
<PAGE>
THE NIPPON CREDIT BANK, LTD.
By: /s/ Clifford Abramsky
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Name: Clifford Abramsky
Title: Senior Manager
<PAGE>
THE NORTHERN TRUST COMPANY
By: /s/ S. Biff Bowman
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Name: S. Biff Bowman
Title: Vice President
<PAGE>
WACHOVIA BANK OF GEORGIA, N.A.
By: /s/ Henry H. Hagan
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Name: Henry H. Hagan
Title: Vice President
<PAGE>
THE YASUDA TRUST & BANKING CO., LTD.
By: /s/ Joseph C. Meek
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Name: Joseph C. Meek
Title: Deputy General Manager
