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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 16
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 Class 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. 16. Capitalized
terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
Item 5. Purpose of the Tender Offer and Plans or Proposals
of the Bidder.
(a) Now that the Offer has expired, Parent shall cause the
Purchaser to effect a "long-form" merger with and into the Company,
with the Company continuing as the surviving corporation. Parent
currently expects the special meeting to be held, and the Merger to be
consummated, in late December 1996 or early January 1997.
Item 6. Interest in Securities of the Subject Company.
(a) and (b) On November 15, 1996, Parent announced that the
Offer expired, as scheduled, at 9:00 a.m. (EST), on Friday, November
15, 1996. As of the termination of the Offer, based on a preliminary
count from the Depositary, approximately 16,100,000 Shares had been
tendered and accepted for payment. These tendered Shares, together
with the 1,190,000 Shares that the Purchaser currently owns, represent
approximately 84% of the outstanding Shares.
Item 11. Material to be Filed as Exhibits.
(a)(22) Text of Press Release dated November 15, 1996.
<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.
16 is true, complete and correct.
Dated: November 15, 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
<PAGE>
Exhibit Index
Page
Exhibit (a)(22) Text of Press Release dated
November 15, 1996.
[Letterhead]
REVCO
NEWS RELEASE
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 COMPLETES TENDER OFFER FOR BIG B
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Twinsburg, Ohio (November 15, 1996) -- Revco D.S., Inc. [NYSE: RXR]
announced today that it has completed its cash tender offer for all of
the outstanding shares of Big B, Inc. [NASDAQ: BIGB] at a price of
$17.25 per share in cash. The offer expired, as scheduled, at
9:00 a.m. (EST), on Friday, November 15, 1996.
As of the termination of the offer, based on a preliminary count from
the depositary for the offer, approximately 16,100,000 shares of Big
B's common stock had been tendered and accepted for payment. These
tendered shares, together with the 1,190,000 shares of Big B common
stock that Revco currently owns, represent approximately 84% of Big
B's outstanding shares. Revco and Big B will now proceed to complete a
merger pursuant to which Revco will acquire the remaining shares of
Big B for $17.25 per share in cash. This merger is expected to be
completed late this year or early next year.
D. Dwayne Hoven, President and Chief Executive Officer of Revco, said,
"We are very excited about the combination of Revco and Big B. With
the successful completion of our tender offer, we can now move forward
to quickly realize the substantial benefits that this combination will
bring to shareholders, customers and employees."
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.
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.
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