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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 8)
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 8)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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
OCTOBER 1, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF STATEMENT ON SCHEDULE 13D)
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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. 8 to the Tender Offer Statement on Schedule 14D-1
and Amendment No. 8 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 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 incorporating by
reference therein the press release issued by Parent on October 1, 1998, a
copy of which is filed as Exhibit (a)(16) to the Schedule 14D-1.
ITEM 11. MATERIALS TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(16) Press Release of Parent dated October 1, 1998.
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: October 1, 1998
LOCOMOTIVE ACQUISITION CORP.
By: /s/ Thomas R. Saldin
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Name: Thomas R. Saldin
Title: Vice President
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
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Name: Thomas R. Saldin
Title: Executive Vice President,
Administration and General
Counsel
INDEX TO EXHIBITS
Exhibit
Number Exhibit
(a)(16) Press Release of Parent dated October 1, 1998.
PRESS RELEASE
ALBERTSON'S, INC. COMPLETES TENDER OFFER FOR
BUTTREY FOOD AND DRUG STORES COMPANY
FOR IMMEDIATE RELEASE
Boise, Idaho, October 1, 1998 - Albertson's, Inc. (NYSE:ABS)
announced today that its wholly owned subsidiary, Locomotive Acquisition
Corp., has accepted for purchase and payment, pursuant to its tender offer
for all of the outstanding shares of the common stock of Buttrey Food and
Drug Stores Company (NASDAQ: BTRY) at $15.50 per share net to the seller in
cash, all shares of Buttrey common stock which were validly tendered and
not withdrawn as of the expiration of its tender offer at 12:00 midnight,
New York City time, on September 30, 1998. Albertson's believes that
approximately 8,613,411 Buttrey shares, or 99.63% of the total issued and
outstanding Buttrey shares, were validly tendered pursuant to the tender
offer and not withdrawn.
The tender offer will be followed by a merger of Locomotive
Acquisition with and into Buttrey. Pursuant to such merger, those Buttrey
stockholders who did not tender their shares in the tender offer and who do
not seek appraisal of their shares pursuant to applicable provisions of
Delaware law will have their shares converted into the right to receive
$15.50 per share net to each stockholder in cash upon due presentation of
certificates representing their shares to ChaseMellon Shareholder Services,
L.L.C., the Depositary for the tender offer.
The transaction includes a net gain of 29 stores for Albertson's
after the divestiture of 15 stores as required by the Federal Trade
Commission (FTC). Pursuant to the agreement with the FTC, Albertson's also
expects to complete today the sale of the nine Buttrey stores and the six
Albertson's stores required to be divested.
"We are acquiring a retailer with quality stores in excellent
locations. These 29 stores will strengthen our market presence in Montana,
North Dakota and Wyoming, especially in the smaller towns where Albertson's
does not currently operate. We appreciate the patience of our customers and
our employees throughout the lengthy approval process and we are excited to
serve our new neighborhoods," said Gary Michael, chairman of the board and
chief executive officer of Albertson's.
Albertson's will operate these stores under the Albertson's banner.
The Montana and North Dakota stores will be supervised by Albertson's new
Big Sky Division located in Great Falls, Montana. The Wyoming stores will
become part of Albertson's Rocky Mountain Division located in Aurora, Colorado.
These stores will be supplied by Albertson's Denver and Salt Lake City
distribution centers.
Albertson's, Inc. is one of the largest retail food-drug chains in
the United States. Including this purchase, the Boise, Idaho based company
currently operates 967 retail stores in 25 Western, Midwestern and Southern
states.
CONTACT: Albertson's, Inc., Boise, Idaho
Investor Relations
A. Craig Olson 208/395-6284
Renee Berquist 208/395-6622
News Media 208/395-6392
Mike Read
Jenny Enochson
