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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 9, 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 September 9, 1996, the Registrant announced that it (i) had
commenced a cash tender offer (the "Tender") for all of the outstanding shares
of Big B, Inc. ("Big B"), and (ii) intends to consummate a merger in 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 Tender 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: September 11, 1996 By: /s/ JACK A. STAPH
---------------------------------
Jack A. Staph
Senior Vice President, Secretary
and General Counsel
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Exhibit 99.1
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 ANNOUNCES OFFER TO ACQUIRE
BIG B FOR $15 PER BIG B SHARE
TWINSBURG, OHIO (SEPTEMBER 9, 1996) -- Revco D.S., Inc. [NYSE: RXR] today
announced that it is commencing a cash tender offer for all of the outstanding
shares of Big B, Inc. [NASDAQ: BIGB] at a price of $15 per share. This
represents a premium of 53% over the $9.81 average closing price of Big B stock
for the 90-calendar day period ended Friday, September 6, 1996. Following the
completion of the tender offer, Revco intends to consummate a 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 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. The transaction
is anticipated to be accretive to Revco's earnings per share in the first year
of the combination.
D. Dwayne Hoven, President and Chief Executive Officer of Revco, said "This is
truly a win-win opportunity for Revco and Big B shareholders, employees and
customers. With Revco's financial resources, technological expertise and
marketing and sales capability, we 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. We hope that the Board of Directors of Big B will
recognize the significant benefits to Big B and its shareholders."
The tender offer is not contingent on Revco obtaining financing. Revco intends
to finance the tender offer through a combination of cash on hand and bank
borrowings. The tender offer is conditioned upon the acquisition of a majority
of Big B's shares
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on a fully diluted basis and the expiration or termination of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The complete terms and conditions of the tender offer will be set forth in the
offering documents to be filed with the Securities and Exchange Commission.
The tender offer is scheduled to expire at midnight (EDT) on Monday, October 7,
1996.
Salomon Brothers Inc is acting as Dealer Manager for the offer and D.F. King &
Co., Inc. is acting as Information Agent.
Following is the complete text of a letter sent today from D. Dwayne Hoven,
President and Chief Executive Officer of Revco D.S., Inc. to Anthony J. Bruno,
Chairman of the Board and Chief Executive Officer of Big B, Inc.:
September 9, 1996
Mr. Anthony J. Bruno
Chairman of the Board and
Chief Executive Officer
Big B, Inc.
2600 Morgan Road, S.E.
Bessemer, AL 35023
Dear Anthony:
As you know from our prior conversations, Revco D.S., Inc. is
interested in pursuing a business combination with Big B, Inc.
Unfortunately, because Big B has to date been unwilling to proceed with
such a transaction, we are announcing this morning our offer to buy all
of Big B's outstanding shares for a price of $15 per share in cash, or
an aggregate equity value of approximately $330 million on a fully
diluted basis. As we have previously said, we would be happy to work
with you to structure a tax-free transaction to give your shareholders
an ongoing equity interest in the combined company.
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We believe that Revco's offer is a highly attractive opportunity for
Big B shareholders representing a premium of 53% over the $9.81 average
closing price of Big B stock for the 90-calendar day period ended
Friday, September 6, 1996. We believe that this is the fastest, most
efficient way to bring our companies together. We hope that the Board
of Directors of Big B will recognize the significant benefits to Big B
and its shareholders.
The combination of Revco and Big B offers numerous advantages over
either company remaining as a stand-alone entity, and, for Big B, over
any other possible strategic combination. Revco and Big B represent an
excellent geographic fit, with only limited overlap of stores and
distribution centers. 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.
Revco is a Fortune 500 company and is among the top performers in the
drugstore industry. Since 1993, we have more than doubled our sales and
operating profit, and net income per share has more than tripled over
the same time period. Revco has one of the most technologically
advanced pharmacy systems and offers some of the most innovative
marketing programs in the drugstore industry, designed to add consumer
value and to enhance the pharmacist-patient relationship.
We have the highest respect for you and all Big B employees. We
anticipate retaining the services of Big B's field and distribution
center employees and will entertain suggestions from you and your
senior management team regarding corporate employees.
Like Big B, Revco has always prided itself in its role as a strong
community partner and good corporate citizen. Revco and its employees
donate time and money to a variety of charitable organizations in the
areas we serve. Revco recognizes its corporate responsibility to give
back to every community we call home. As a native of Alabama, I am
particularly sensitive to those issues in this transaction.
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Revco's objective is a transaction that is enthusiastically supported
by Big B's shareholders and employees, as well as Big B's many loyal
customers. Revco and its advisors are prepared to meet with Big B's
Board, management and advisors to answer any questions they may have
about our offer. We are convinced that this combination serves the best
interests of both companies.
Sincerely,
/s/ D. Dwayne Hoven
D. Dwayne Hoven
President and Chief Executive Officer, Revco D.S., Inc.
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.
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.
# # #
SATELLITE UPLINK FOR REVCO B-ROLL:
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