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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): November 15, 1996
REVCO D.S., INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-5025 34-1527876
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1925 Enterprise Parkway, Twinsburg, Ohio 44087
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (216) 425-9811.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 15, 1996, the Registrant announced that it had completed
its previously reported cash tender offer (the "Tender") for all of the
outstanding shares of Big B, Inc. ("Big B"). As disclosed in the Registrant's
Schedules 14D-1 and 13D filed with the Commission on September 10, 1996, the
Registrant utilized available cash on hand and borrowings under the Registrant's
Revolving Credit Facility to pay for the tendered Big B shares. As a result of
the completion of the Tender, the Registrant owns, through its wholly-owned
subsidiary, RDS Acquisition Inc., 18,422,501 shares of Big B's common stock,
including 1,190,000 previously acquired shares, which represents approximately
87.9% of Big B's outstanding shares of common stock. The aggregate purchase
price for Big B's shares held by the Company, including the shares acquired upon
consummation of the Tender, was $297,261,000 which is approximately 14% of the
assets of the Registrant and its consolidated subsidiaries. A copy of the
Registrant's press release issued in connection with the completion of the
Tender and execution of the Merger Agreement is attached to this Form 8-K as
Exhibit "99.1".
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired. In accordance with
the applicable provisions of Regulation S-X, no financial
statements have been filed with this report since the assets
acquired by the Company comprise less than 20% of the assets of
the Registrant and its consolidated subsidiaries.
(b) Pro forma financial information. In accordance with the applicable
provisions of Regulation S-X, no pro forma financial information
has been filed with this report since the assets acquired by the
Company comprise less than 20% of the assets of the Registrant
and its consolidated subsidiaries.
(c) Exhibits
Exhibit Number Description
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99.1 Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVCO D.S., INC.
Date: November 25, 1996 By: /s/ JACK A. STAPH
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Jack A. Staph
Senior Vice President, Secretary
and General Counsel