SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
________________
BUTTREY FOOD AND DRUG STORES COMPANY
(NAME OF SUBJECT COMPANY)
LOCOMOTIVE ACQUISITION CORP.
ALBERTSON'S, INC.
(BIDDERS)
________________
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
________________
124234105
(CUSIP NUMBER OF CLASS OF SECURITIES)
________________
THOMAS R. SALDIN, ESQ.
ALBERTSON'S, INC.
250 PARKCENTER BOULEVARD
P.O. BOX 20
BOISE, IDAHO 83726
TELEPHONE: (208) 395-6200
FACSIMILE: (208) 395-6225
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
THEODORE J. KOZLOFF, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR EMBARCADERO CENTER, SUITE 3800
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 984-6400
FACSIMILE: (415) 984-2698
FEBRUARY 23, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $141,424,821
AMOUNT OF FILING FEE $28,285
__________
* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase of 9,124,182 shares of common stock,
$.01 par value (the "Shares"), of Buttrey Food and Drug Stores Company
at a price of $15.50 per Share in cash. Such number of Shares represents
the 8,644,631 Shares outstanding as of January 23, 1998 and assumes the
issuance prior to the consummation of the Offer of 479,551 Shares upon
the exercise of outstanding options and warrants. The amount of the
filing fee calculated in accordance with Regulation 240.0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the value of the transaction.
[X] Check box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $28,285
Form or Registration No.: Schedule 14D-1 and Schedule 13D
Filing Party: Locomotive Acquisition Corp. and Albertson's, Inc.
Date Filed: January 26, 1998
This Amendment No. 2 to the Tender Offer Statement on Schedule 14D-1 and
Amendment No. 2 to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D originally filed on January
26, 1998 (the "Schedule 14D-1") by Albertson's, Inc., a Delaware
corporation ("Parent"), and Locomotive Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of Parent ("Purchaser"), with
respect to Purchaser's offer to purchase all of the outstanding shares of
common stock, par value $.01 per share (the "Shares"), of Buttrey Food and
Drug Stores Company, a Delaware corporation (the "Company"), at $15.50 per
Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated January
26, 1998 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, constitute the
"Offer"), which were filed as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 14D-1. Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings given to such terms in the
Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by the following:
The change to the introductory clause of the second sentence of the
first paragraph of Section 15 which was specified in the Amendment No. 1
to Schedule 14D-1 is hereby repealed as the Section reference was
incorrect. The Section reference should have been to Section 14.
Accordingly, the introductory clause of the second sentence of the
first paragraph of Section 14 is hereby amended and restated to read as
follows:
"Notwithstanding any other provisions of the Offer, and subject
to the terms of the Merger Agreement, Purchaser shall not be
obligated to accept for payment any Shares until expiration of
the applicable waiting periods under the HSR Act, and Purchaser
shall not be required to accept for payment, purchase or pay for,
and may delay the acceptance for payment of or payment for, any
Shares tendered in the Offer, or if the Minimum Condition shall
not have been satisfied, Purchaser may terminate or amend the
Offer (subject to Purchaser's obligation to extend the Offer
pursuant to the Merger Agreement See Section 11) if, prior to
the Expiration Date, any of the following events shall have
occurred and remain in effect:"
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Date: March 2, 1998
LOCOMOTIVE ACQUISITION CORP.
By: /s/ Gary G. Michael
___________________________
Name: Gary G. Michael
Title: President
ALBERTSON'S, INC.
By: /s/ Gary G. Michael
_____________________________
Name: Gary G. Michael
Title: Chairman of the Board
and Chief Executive Officer
