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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 15
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. 15. 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) Under the ABCA, a "short-form" merger (that is, a merger
effected without the approval of the public shareholders of the
Company) between the Company and the Purchaser can only be effected by
merging the Company with and into the Purchaser, with the Purchaser
continuing as the surviving corporation. After completing further due
diligence with respect to the Company, Parent has concluded that the
Company should survive any second-step merger effected after
consummation of the Offer and that, accordingly, a "short-form" merger
between the Company and the Purchaser should not be consummated. As a
result, in lieu of a "short-form" merger, Parent currently intends,
following the purchase of Shares pursuant to the Offer, to cause the
Purchaser to effect a "long-form" merger with and into the Company,
with the Company continuing as the surviving corporation. To that end,
in accordance with the Merger Agreement, Parent has requested the
Company promptly following consummation of the Offer to file and
distribute proxy materials in connection with a special meeting of
shareholders of the Company to be held as soon as practicable. Parent
currently expects the special meeting to be held, and the Merger to be
consummated, in late December 1996 or early January 1997.
Item 10. Additional Information.
(e) On November 8, 1996, the Federal Court issued an order
dismissing without prejudice the Rights Action (96-AR-2496-S).
Item 11. Material to be Filed as Exhibits.
(g)(11) Order dated November 8, 1996, dismissing without
prejudice the Rights Action (96-AR-2496-S).
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Amendment No.
15 is true, complete and correct.
Dated: November 12, 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
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Exhibit Index
Page
Exhibit (g)(11) Order dated November 8, 1996, dismissing
without prejudice the Rights Action
(96-AR-2496-S).
EXHIBIT 99(g)(11)
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF ALABAMA
SOUTHERN DIVISION
BIG B, INC., )
)
Plaintiff, )
)
vs. ) Civil Action No.
)
REVCO D.S., INC., ET AL., ) 96-AR-2496-S
)
Defendants )
ORDER
In accordance with the stipulation of dismissal
filed on November 7, 1996 by the parties in the above styled
cause, the action is hereby DISMISSED WITHOUT PREJUDICE, the
court retaining jurisdiction for the limited purpose of
amending the dismissal to substitute the words "with
prejudice" for the words "without prejudice" when and if not
notified by the plaintiff.
The parties shall bear their own respective costs.
Done this 8th day of November, 1996.
/s/ William M. Acker, Jr.
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WILLIAM M. ACKER, JR.
UNITED STATES DISTRICT JUDGE
