SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
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. 1 to Tender Offer Statement on Schedule 14D-1
and Amendment No. 1 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.
TENDER OFFER
The penultimate sentence of the introductory paragraph of the
Schedule 14D-1 is hereby amended and restated to read as follows :
This Statement also constitutes a Statement on Schedule 13D
of each of Purchaser and Parent with respect to both (i) the
irrevocable proxy granted to Parent, and (ii) the option
granted to Parent, each pursuant to the Tender and Option
Agreement, dated as of January 19, 1998, by and among Parent,
Purchaser and FS Equity Partners II L.P., a California
limited partnership (the "Major Stockholder"), to purchase
from the Major Stockholder 4,389,879 Shares (approximately
50.8% of the Shares outstanding on January 23, 1998) at
$15.50 per Share.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 is hereby amended and supplemented by incorporating by
reference therein the information set forth in Section 9.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended and supplemented by incorporating by
reference therein the press release issued by Parent on February 23,
1998, a copy of which is filed as Exhibit (a)(10) to the Schedule 14D-
1.
Item 10(f) is hereby further amended and supplemented by the
following:
(1) The second sentence of the first paragraph of Section 2 is
hereby amended and restated to read as follows:
All determinations concerning the satisfaction of such
terms and conditions will be within the reasonable
judgment of Parent or Purchaser.
(2) Section 11 is hereby supplemented to add the following:
Pursuant to an agreement, dated as of February 23,
1998, by and among Parent, Purchaser and the Company,
the parties agreed to extend the Expiration Date of the
Offer to 12:00 midnight, New York City time, on April
30, 1998. In the event that all conditions to the Offer
are satisfied on or before the day that is 10 business
days prior to the Expiration Date, the Expiration Date
will be changed to 12:00 midnight, New York City time,
on the day that is 10 business days following the date
on which Parent and Purchaser file with the Commission
an amendment to the Schedule 14D-1 noting such change.
In the event that Parent and Purchaser so change the
Expiration Date, Parent and Purchaser shall, upon the
filing with the Commission of the amendment to the
Schedule 14D-1 noting such change, waive any and all
rights either of them may have to further extend the
Expiration Date, including any such right which may be
provided by the Merger Agreement. Notice of such
Schedule 14D-1 amendment will be given to the Company's
stockholders promptly by press release and by a mailing
thereto.
(3) The introductory clause of the second sentence of the first
paragraph of Section 15 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:
(4) Section 15 is hereby supplemented to add the following:
Parent has received a second request from the FTC for
information pursuant to the HSR Act. Parent has agreed
with the FTC not to complete substantial compliance with
such request earlier than March 23, 1998. Under the HSR
Act, Purchaser cannot purchase Shares tendered pursuant
to the Offer any earlier than 10 days after it
substantially complies with the second request absent an
agreement with the FTC.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(10) Press Release of Parent dated February 23, 1998.
(c)(4) Extension, Early Termination and Waiver Agreement, dated
as of February 23, 1998, by and among Parent, Purchaser
and the Company.
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: February 23, 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
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
(a)(10) Press Release of Parent dated February 23, 1998.
(c)(4) Extension, Early Termination and Waiver Agreement, dated
as of February 23, 1998, by and among Parent, Purchaser
and the Company.
ALBERTSONS NEWS RELEASE
February 23, 1998
FOR IMMEDIATE RELEASE
ALBERTSON'S, INC. ANNOUNCES TENDER OFFER EXTENSION
Albertson's, Inc. (NYSE:ABS) announced today that it is extending
its tender offer for all outstanding shares of common stock of Buttrey
Food and Drug Store Company (NASDAQ:BTRY) until 12:00 midnight New York
City time on April 30, 1998. Albertson's noted that all other terms
and conditions of its tender offer, including the purchase price of
$15.50 per share, remain unchanged.
Albertson's also announced that it has received a second request
from the Federal Trade Commission for information pursuant to the Hart-
Scott-Rodino Act, and that it has agreed with the FTC not to complete
substantial compliance with such request earlier than March 23, 1998.
Albertson's noted that under the Hart-Scott-Rodino Act, it cannot
purchase shares tendered pursuant to its offer any earlier than 10 days
after it substantially complies with the second request absent an
agreement with the FTC.
Albertson's also stated that it has agreed with Buttrey that it
will amend its tender offer to accelerate the expiration date of the
offer (and the date on which it will purchase tendered shares) to a
date that is not less than ten business days following the date on
which all conditions to the offer (including clearance by the FTC) are
satisfied, if such change would result in an earlier expiration date.
Notice of such amendment will be given promptly by press release and by
a mailing to Buttrey stockholders.
Albertson's expressed continued confidence that its acquisition of
Buttrey will be completed.
Albertson's tender offer was scheduled to expire at 12:00 midnight
on February 23, 1998. The depository for the offer, ChaseMellon
Shareholder Services, L.L.C., has advised Albertson's that as of the
close of business on Monday, February 23, 1998, approximately 8.1
million shares of Buttrey's common stock, or approximately 94% of the
total number of outstanding shares had been tendered pursuant to
Albertson's offer.
The Information Agent for the offer is Georgeson & Company Inc.,
and questions about the offer may be addressed to them by calling 212-
440-9800 or 800-223-2064.
Albertson's, Inc. is one of the largest retail food-drug chains in
the United States. The Boise, Idaho based company currently operates
891 retail stores in 21 Western, Midwestern and Southern states.
* * * * * * * * * *
CONTACT:
Albertson's, Inc., Boise, Idaho
Investor Relations
A. Craig Olson 208/395-6284
Renee Bergquist 208/395-6622
News Media 208/395-6392
Mike Read
Jenny Enochson
EXTENSION, EARLY TERMINATION AND WAIVER AGREEMENT
This Extension, Early Termination and Waiver Agreement
(this "Agreement") is made as of February 23, 1998 by and between
Albertson's, Inc., a Delaware corporation ("Acquiror"), Locomotive
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Acquiror ("Newco"), and Buttrey Food and Drug Stores Company, a Delaware
corporation (the "Company"), in connection with that certain Agreement
and Plan of Merger, dated as of January 19, 1998, among Acquiror, Newco
and the Company (the "Merger Agreement").
RECITALS
WHEREAS, Acquiror, Newco and the Company constitute all of
the parties to the Merger Agreement; and
WHEREAS, Section 1.1 of the Merger Agreement describes the
agreement of the parties hereto with respect to the conduct of the Offer;
and
WHEREAS, the parties hereto desire to set forth in writing
certain additional terms and conditions of their agreement with respect
to the conduct of the Offer; and
WHEREAS, each of the respective Boards of Directors of the
parties hereto has authorized the execution of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises
and the mutual covenants and agreements set forth herein and intending to
be legally bound hereby, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to such terms
in the Merger Agreement.
2. Extension of Expiration Date. In the event all
conditions to the Offer (including the conditions set forth in Exhibit A
to the Merger Agreement) have not been satisfied or waived at or before
12:00 midnight, New York City time, on February 23, 1998, Acquiror and
Newco shall extend the expiration date of the Offer by filing with the
Commission an amendment to the Schedule 14D-1 providing that the Offer
will expire at 12:00 midnight, New York City time, on April 30, 1998 (the
"Extended Expiration Date").
3. Early Termination. In the event all conditions to the
Offer (including the conditions set forth in Exhibit A to the Merger
Agreement) have been satisfied on or before the day that is 10 Business
Days prior to the Extended Expiration Date, Acquiror and Newco shall
change the expiration date of the Offer to 12:00 midnight, New York City
time, on the day that is 10 Business Days following the date on which
they will have filed with the Commission an amendment to the Schedule
14D- 1 providing for such change. Acquiror and Newco hereby agree to file
such amendment on or before the second Business Day following the day on
which such conditions have been satisfied and, in connection with such
filing, (a) mail notice of such changed expiration date, together with a
copy of the Letter of Transmittal previously included with the Offer
Documents, to each holder of record of shares of Common Stock and (b)
give such other notice of such changed expiration date as may be required
by the rules and regulations of the Commission.
4. Waiver. In the event Acquiror and Newco are required to
change the expiration date of the Offer pursuant to Section 3 above,
Acquiror and Newco shall, upon the filing with the Commission of the
amendment providing for such change, waive any and all rights either of
them may have to extend the expiration date of the Offer further
(including any such right set forth in Section 1.1(b) of the Merger
Agreement).
5. Further Extensions; Closing Actions. This Agreement
does not amend or modify Acquiror's or Newco's obligations to extend the
Offer beyond the Extended Expiration Date as required pursuant to Section
1.1(b) of the Merger Agreement. In the event that Acquiror and Newco are
unable to change the expiration date of the Offer as provided in Section
3 above for any reason, Acquiror, Newco and the Company shall take all
actions necessary to consummate the Offer and the Merger as expeditiously
as possible.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized
representatives as of the day and year first above written.
ALBERTSON'S, INC.
By: /s/ Michael F. Reuling
______________________
Name: Michael F. Reuling
Title: Executive Vice President,
Store Development
LOCOMOTIVE ACQUISITION CORP.
By: /s/ Michael F. Reuling
______________________
Name: Michael F. Reuling
Title: Vice President
BUTTREY FOOD AND DRUG STORES
COMPANY
By: /s/ Wayne S. Peterson
______________________
Name: Wayne S. Peterson
Title: Chief Financial Officer
