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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 11
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. 11. Capitalized
terms not defined herein have the meanings assigned thereto in the
Schedule 14D-1.
Item 10. Additional Information.
(e) On October 18, 1996, the Honorable Judge U. W. Clemon
of the United States District Court for the Northern District of
Alabama, Southern Division, issued an order dismissing, without
prejudice, the action (96-C-2446-S) filed by the Company seeking,
among other things, clarification of the Purchaser's demand to
inspect the securityholder lists and related corporate records of
the Company pursuant to Section 16.02 of the Alabama Business
Corporation Act. As previously disclosed, the litigation between
Parent and the Company relating to the Company's rights plan has
been stayed by agreement of the parties.
Item 11. Material to be Filed as Exhibits.
(g)(10) Order of Dismissal dated October 18, 1996, of the
action entitled Big B, Inc. v. RDS Acquisition, Inc. (96-C-2446-S)
issued by the Honorable Judge U. W. Clemon of the United States District
Court for the Northern District of Alabama, Southern 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. 11 is
true, complete and correct.
Dated: October 23, 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 Order of Dismissal dated October 18,
(g)(10) 1996, of the action entitled Big B,
Inc. v. RDS Acquisition, Inc.
(96-C-2446-S) issued by the
Honorable Judge U. W. Clemon of the
United States District Court for the
Northern District of Alabama,
Southern Division.
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff, )
)
vs. ) CIVIL ACTION NUMBER
)
RDS ACQUISITION, INC., ) 96-C-2446-S
)
Defendant. )
ORDER OF DISMISSAL
For the failure of plaintiff to pursue this action,
it is hereby DISMISSED, without prejudice.
Each party shall bear its own costs.
DONE this 18th day of October, 1996.
/s/ U.W. Clemon
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UNITED STATES DISTRICT JUDGE
U. W. CLEMON
