SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
Amendment No. 13
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>
14D-1 and 13D
- ----------------------------
CUSIP No. 0888917106
- ----------------------------
- ----------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
RDS Acquisition Inc. (34-1838790)
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- ----------------------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------------------
4. SOURCES OF FUNDS:
AF
- ----------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |X|
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- ----------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
2,377,486*
- ----------------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES |_|
- ----------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
Approximately 12.7% of the Shares Outstanding as of
October 24, 1996.
- ----------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON:
CO
- ----------------------------------------------------------------------------
<PAGE>
* The Purchaser owns of record 1,190,000 Shares. In addition, Parent
and the Purchaser entered into a Support Agreement dated as of October 27,
1996 (the "Support Agreement") with Anthony J. Bruno, Arthur M. Jones,
Sr., James A. Bruno, Vincent J. Bruno and certain entities related to
Vincent J. Bruno (collectively, the "Shareholders"), pursuant to which,
among other things, the Shareholders agree to vote in favor of the Merger
at least an aggregate of 1,187,486 of their Shares owned by them at the
time of such vote.
<PAGE>
14D-1 and 13D
- ----------------------------
CUSIP No. 0888917106
- ----------------------------
- ----------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS:
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
Revco, D.S., Inc. (34-1527876 )
- ----------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- ----------------------------------------------------------------------------
3. SEC USE ONLY:
- ----------------------------------------------------------------------------
4. SOURCES OF FUNDS:
BK, WC, OO
- ----------------------------------------------------------------------------
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) |X|
- ----------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
- ----------------------------------------------------------------------------
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON:
2,377,486*
- ----------------------------------------------------------------------------
8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7)
EXCLUDES CERTAIN SHARES: |_|
- ----------------------------------------------------------------------------
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
Approximately 12.7% of the Shares Outstanding as of
October 24, 1996.
- ----------------------------------------------------------------------------
10. TYPE OF REPORTING PERSON:
CO, HC
- ----------------------------------------------------------------------------
<PAGE>
* The Purchaser owns of record 1,190,000 Shares. In addition,
Parent and the Purchaser entered into a Support Agreement dated as of
October 27, 1996 (the "Support Agreement") with Anthony J. Bruno,
Arthur M. Jones, Sr., James A. Bruno, Vincent J. Bruno and certain
entities related to Vincent J. Bruno (collectively, the "Shareholders"),
pursuant to which, among other things, the Shareholders agree to vote
in favor of the Merger at least an aggregate of 1,187,486 of their Shares
owned by them at the time of such vote.
<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. 13. 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) As previously disclosed, the Company requested that Parent submit a
proposal to acquire the Company by 5:00 p.m. on October 25, 1996. Prior
to the deadline on that day, Parent submitted to the Company a written
proposal that included, among other things, a proposal by Parent to
increase the price per Share to be paid in the Offer to $17.00.
Negotiations between representatives of Parent and the Company took
place on October 26 and 27, 1996. On October 27, 1996 the Company's
Board of Directors unanimously approved a transaction with Parent, and
Parent, the Purchaser and the Company have entered into an Agreement and
Plan of Merger dated as of October 27, 1996, pursuant to which, among
other things, Parent and the Purchaser agreed to amend the Offer to
increase the price per Share to be paid in the Offer and the Merger to
$17.25 per Share, net to the seller in cash, and to make certain changes
to the conditions of the Offer, including deleting the Rights Condition.
In addition, Parent and the Purchaser entered into a Support Agreement
dated October 27, 1996 with certain shareholders of the Company
consisting of Anthony J. Bruno, Arthur M. Jones, Sr., James A. Bruno,
Vincent J. Bruno and certain trusts for the benefit of the children of
Vincent J. Bruno, pursuant to which such shareholders agree to vote in
favor of the Merger at least an aggregate of 1,187,486 Shares
(representing approximately 6.4% of the outstanding Shares) owned by
them at the time of such vote. Because of restrictions imposed by
Section 16 of the Exchange Act, Anthony J. Bruno, Vincent J. Bruno and
certain related trusts do not expect to tender their Shares in the
Offer. On October 28, 1996, the Company, Parent and the Purchaser
jointly issued a press release announcing the execution of such
agreements, the increase in the Offer Price to $17.25 per Share and the
extension of the Expiration Date of the Offer to 9:00 a.m. on Friday,
November 15, 1996.
Item 11. Material to be Filed as Exhibits.
---------------------------------
(a)(15) Text of Press Release dated October 28, 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. 13 is true, complete and correct.
Dated: October 28, 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
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Page
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Exhibit (a)(15) Text of Press Release dated October 28, 1996.
FOR IMMEDIATE RELEASE
Contacts:
For Revco D.S., INC.: For Big B, Inc.:
--------------------- ----------------
Media Contact: Investor Contact:
Thomas Dingledy Dianne McCormick Arthur M. Jones, Sr.
216/425-9811 x6145 216/425-9811 x1900 205/424-3421 x202
Joele Frank/Dan Katcher
Abernathy MacGregor Group
212/371-5999
REVCO AND BIG B SIGN DEFINITIVE MERGER AGREEMENT
FOR ACQUISITION OF BIG B AT $17.25 PER SHARE
-----------------------------------------------------
Twinsburg, OH and Bessemer, AL (October 28, 1996) -- Revco D.S., Inc.
[NYSE: RXR] and Big B, Inc. [NASDAQ: BIGB] today announced that the two
companies have signed a definitive merger agreement for the acquisition
of Big B by Revco at $17.25 per share in cash.
Under the terms of the agreement, Revco's wholly owned subsidiary, RDS
Acquisition Inc., is increasing the price of its pending tender to
purchase all outstanding shares of Big B common stock to $17.25 per
share in cash. Big B's Board of Directors has unanimously approved the
tender offer and the merger and recommends that Big B shareholders
tender their shares.
Following the completion of the tender offer, Revco intends to
consummate a second step 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 outstanding on a
fully diluted basis, giving the transaction a total equity value of
approximately $380 million. Revco expects the transaction to be
accretive to earnings per share in the first year of the combination.
"We are very excited about the combination of Revco and Big B," said D.
Dwayne Hoven, President and Chief Executive Officer of Revco. "This is
truly a win-win opportunity for both companies' 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."
Anthony Bruno, Chairman of the Board and Chief Executive Officer of Big
B, said, "Our Board of Directors unanimously concluded that this
transaction with Revco is in the best interests of Big B's shareholders
and employees. At $17.25 per share in cash, this transaction represents
a substantial premium over Big B's stock price for the recent period
before Revco
<PAGE>
commenced its tender offer. We look forward to a rapid completion of the
transaction and to working with Revco to ensure the smoothest transition
possible."
Pursuant to the merger agreement, RDS Acquisition Inc. is also extending
its cash tender offer until 9:00 a.m. (EST), on Friday, November 15,
1996. As of 6:00 p.m. (EDT), on October 25, 1996, 440,932 shares of Big
B's outstanding common stock had been tendered pursuant to the offer.
The tender offer was scheduled to expire at 5:00 p.m. (EST), on Monday,
October 28, 1996.
The tender offer will be amended to reflect the terms and conditions
contained in the merger agreement, including a minimum tender condition
of a majority of all outstanding shares of Big B common stock on a fully
diluted basis. The Big B shareholder rights plan has been rendered
inapplicable to Revco's offer, and all related litigation between Revco
and Big B will be withdrawn. As previously announced, the
Hart-Scott-Rodino waiting period applicable to the tender offer has
expired, Big B will mail its formal recommendation to shareholders at
the same time Revco mails its revised tender offer materials.
Big B, Inc. is the nation's 10th largest drug store chain operating 397
units throughout the Southeastern United States.
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.
