SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 8
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)
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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)
---------------
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. 8. Capitalized
terms not defined herein have the meanings assigned thereto in
the Schedule 14D-1.
Item 10. Additional Information.
(e) On October 7, 1996, the Honorable Judge William M.
Acker, Jr., of the United States District Court for the Northern
District of Alabama, Southern Division, issued an order
indefinitely continuing the hearing originally scheduled for
October 18, 1996 to consider Revco's motion for a preliminary
injunction enjoining, among other things, the operation and
enforcement of the Rights Agreement, unless the parties
subsequently request a hearing date, in the case entitled Big B,
Inc. v. Revco D.S., Inc., et al. (96-AR-2496-S).
Item 11. Material to be Filed as Exhibits.
(g)(9) Order issued October 7, 1996, by the Honorable
Judge William M. Acker, Jr., 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. 8 is true, complete and correct.
Dated: October 10, 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 (g)(9) Order issued October 7, 1996, by
the Honorable Judge William M.
Acker, Jr., of the United States
District Court for the Northern
District of Alabama, Southern
Division.
EXHIBIT (g)(9)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff )
) CIVIL ACTION NO.
vs. )
) 96-AR-2496-S
REVCO D.S., INC., ET AL., )
)
Defendants )
ORDER
At the request of the parties the hearing presently
scheduled for October 18, 1996, is hereby CONTINUED, to be
reset only upon the request of the parties.
DONE this 7th day of October, 1996.
/s/ William M. Acker, Jr.
-----------------------------
WILLIAM M. ACKER, JR.
UNITED STATES DISTRICT JUDGE
