=====================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 10
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
(Including the Associated Common Stock Purchase Rights)
(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
=====================================================================
<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. 10. 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.
(b) On October 15, 1996, Parent received a letter sent by
The Robinson-Humphrey Company, Inc. ("Robinson-Humphrey") on behalf of
the Company that, among other things, advised that any party
interested in acquiring the Company should submit a written bid to
Robinson-Humphrey, the Company's financial advisor, not later than
5:00 p.m., Atlanta time, on Friday, October 25, 1996. A copy of such
letter is filed herewith as Exhibit (c)(6) and is incorporated herein
by reference.
Item 10. Additional Information.
(f) Parent announced on October 18, 1996, that the Purchaser
had extended the Expiration Date of the Offer until 5 p.m., New York
time, on Friday, October 25, 1996.
Parent currently believes that all the conditions to the
Offer other than the Minimum Tender Condition and the Rights Condition
are satisfied as of the date of this Amendment. The Offer is hereby
amended to add the following as the final sentence of the penultimate
paragraph of Section 14 of the Offer to Purchase:
Parent and the Purchaser have the right to rely on any
condition set forth in the immediately preceding sentence
being satisfied in determining whether to consummate the
Offer; however, if Parent or the Purchaser asserts the
failure of any such condition without relying on the
exercise of its reasonable judgment or some other objective
criteria, Parent and the Purchaser shall promptly disclose
such assertion and the Expiration Date will be (and, if
necessary, will be extended to be) at least five business
days after the date of such disclosure.
<PAGE>
Item 11. Material to be Filed as Exhibits.
(a)(13) Text of Press Release dated October 18, 1996.
(c)(6) Letter from Robinson-Humphrey on behalf of the
Company dated October 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.
10 is true, complete and correct.
Dated: October 18, 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 (a)(13) Text of Press Release dated
October 18, 1996.
Exhibit (c)(6) Letter from Robinson-Humphrey
on behalf of the Company dated
October 15, 1996.
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 EXTENDS TENDER OFFER
FOR ALL OF THE OUTSTANDING SHARES OF BIG B
-------------------------------------------
Twinsburg, Ohio (October 18, 1996) -- Revco D.S., Inc. [NYSE: RXR]
announced today that its subsidiary RDS Acquisition Inc. has extended
its cash tender offer for all of the outstanding shares of Big B, Inc.
[NASDAQ: BIGB] at a price of $15 per share until 5:00 p.m. (EDT), on
Friday, October 25, 1996. As of 6:00 p.m. (EDT), on October 17, 1996,
9,682 shares of Big B's outstanding common stock had been tendered to
Revco under the terms of the offer. The tender offer was scheduled to
expire at 5:00 p.m. (EDT), on Friday, October 18, 1996.
The tender offer is conditioned, among other things, upon the
acquisition of a majority of Big B's outstanding common shares and the
Big B poison pill shareholder rights being redeemed, invalidated or
otherwise being inapplicable to the tender offer and Revco's proposed
merger to acquire all outstanding Big B shares. As previously announced,
the Hart-Scott-Rodino waiting period applicable to the tender offer has
expired.
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.
<PAGE>
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.
[Letterhead of The Robinson-Humphrey Company, Inc.]
BY FEDERAL EXPRESS
TO: PROJECT TIDE PARTICIPANTS
FROM: Charlie Shelton (404) 266-6015
Rennie Faulkner (404) 266-6658
Jim Childs (404) 266-6435
DATE: October 15, 1996
Enclosed with this letter is a package of information that
has been collected or developed by Big B, Inc. in response to requests
from various participants to receive certain information that was not
available in the data room. Although as financial advisors to Big B we
will continue to entertain requests for additional information and
will schedule facility visits for those interested, we believe that
with this new information each participant should be in a position to
formulate a bid to acquire Big B. We have accordingly streamlined the
process as outlined below.
Any participant that is interested in acquiring Big B should
deliver to our offices to the attention of Charlie Shelton a written
bid package not later than 5:00 p.m., Atlanta time, on Friday, October
25, 1996. Deliveries may be made by hand to the address indicated
below or by fax to (404) 266-5966. A failure by any participant to
provide a bid package by this deadline will be taken to mean that such
participant is not interested in acquiring Big B.
In order to be deemed complete, each bid package must
contain at least the following information and documents:
* a proposed form of merger agreement which
provides for the precise proposed form of
consideration and purchase price per share
and which the participant represents it is
prepared to execute and deliver;
* the precise status of any and all equity
and/or debt financing arrangements that would
be entered into by such participant in
connection with an acquisition of Big B,
including copies of any related letters which
third party financing sources have delivered
or are prepared to deliver to evidence their
commitment to provide financing;
* any specific divestiture or other commitment
the participant is prepared to make to
<PAGE>
address any concerns that may be raised by
antitrust authorities;
* any third party approvals or other
contingencies that could delay or otherwise
limit such participant's ability to complete
an acquisition of Big B on a prompt basis;
* an estimated timetable for the completion of
the transaction; and
* information as to how to contact key
individuals beginning on the evening of
October 25.
Each participant is strongly encouraged to submit with its
bid package its highest and best bid. Any bid package that indicates a
range of proposed purchase prices will be deemed to reflect a bid at
the bottom end of the range and any attempt to indicate a proposed
purchase price by reference to bids that may be received from other
parties will be disregarded.
Richard Cohn, Big B's regular outside counsel at Sirote &
Permutt, P.C., at (205) 930-5133, and Randall Doud, Big B's special
outside counsel at Skadden Arps, at (212) 735-2524, will be available
to review and provide guidance concerning any proposed form of merger
agreement that any participant may wish to submit. In any event, we
encourage any participant to review with Mr. Doud such participant's
assessment of any antitrust or other legal issues relevant to an
acquisition by such participant of Big B.
Although circumstances may warrant a different approach, we
currently expect that the Big B Board of Directors will convene over
the weekend of October 26 to consider bids received and, should one or
more bids be received that are acceptable as to price and other terms
and conditions, to authorize Big B to enter into a merger agreement
with the successful bidder.
Should you have any questions, please call one of us.
