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[BIG B LOGO]
October 30, 1996
Dear Shareholder:
We are pleased to inform you that on October 27, 1996, Big B, Inc. entered
into a merger agreement (the "Merger Agreement") with Revco D.S., Inc. ("Revco")
pursuant to which Revco's wholly-owned subsidiary has amended its pending tender
offer for all outstanding shares of Big B's common stock to, among other things,
increase the offer price to $17.25 in cash per share. This represents a 15%
increase over Xxxxx's previous $15 per share offer. The revised tender offer is
to be followed by a merger in which the holders of any remaining Big B shares
will receive $17.25 in cash per share.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT WITH
REVCO AND HAS DETERMINED THAT THE REVISED TENDER OFFER AND THE MERGER, TAKEN
TOGETHER, ARE FAIR TO AND IN THE BEST INTERESTS OF BIG B SHAREHOLDERS AND
RECOMMENDS THAT BIG B SHAREHOLDERS TENDER THEIR SHARES PURSUANT TO REVCO'S
REVISED TENDER OFFER.
The Merger Agreement represents the culmination of a comprehensive effort
by your Board to develop a transaction which would provide maximum benefits to
shareholders. In pursuit of the goal, your Board, with the assistance of its
financial advisor, The Xxxxxxxx-Xxxxxxxx Company, Inc. ("R-H"), sought to elicit
the highest and best proposals to acquire Big B from all credible interested
parties and evaluated various alternative transactions.
In determining to approve the Merger Agreement and the transactions
contemplated thereby, your Board gave careful consideration to a number of
factors described in the attached Amendment No. 8 to the Schedule 14D-9 that has
been filed with the Securities and Exchange Commission. Among other things, your
Board considered the opinion of R-H, dated October 27, 1996, that the cash
consideration to be received by the holders of Big B common stock (other than
Revco and its affiliates) pursuant to the revised tender offer and the merger
is, taken as a whole, fair to such holders from a financial point of view.
The enclosed Amendment No. 8 to the Schedule 14D-9 describes the Board's
decision and contains other important information relating to such decision. We
urge you to read it carefully.
Very truly yours,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Chairman and Chief Executive Officer
