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OMB APPROVAL
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OMB NUMBER 3235-0145
EXPIRES: DECEMBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER FORM.....................14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
BUTTREY FOOD AND DRUG STORES COMPANY
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(Name of Issuer)
COMMON STOCK, $0.01 par value
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(Title of Class of Securities)
124234-10-5
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(CUSIP Number)
Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
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CUSIP NO. 124234-10-5 SCHEDULE 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buttrey Company Retirement Estates
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
Not applicable
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SOLE VOTING POWER
5
NUMBER OF 347,036
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 117,379
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
229,657
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
347,036
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
4.02%
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TYPE OF REPORTING PERSON*
12
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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CUSIP NO. 124234-10-5 SCHEDULE 13G PAGE 3 OF 5 PAGES
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ITEM 1.
(a) Name of Issuer
Buttrey Food & Drug Stores Company (the "Company")
(b) Address of Issuer's Principal Executive Offices
601 6th Street, S.W.
Great Falls, Montana 59404
ITEM 2.
(a) Name of Person Filing
Buttrey Company Retirement Estates (the "Plan")
(b) Address of Principal Business Office
601 6th Street, S.W.
Great Falls, Montana 59404
(c) Citizenship
Not applicable
(d) Title of Class of Securities
This filing is made in regard to the Common Stock, par value
$0.01 per share, of Buttrey Food and Drug Stores Company (the
"Buttrey Common Stock").
(e) CUSIP Number
124234-10-5
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), or 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(b) [_] Bank as defined in section 3(a)(6) of the Act
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act
(d) [_] Investment Company registered under section 8 of the
Investment Company Act
(e) [_] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act
of 1974 or Endowment Fund; see (S)240.13d-1(b)(1)(ii)(F)
(g) [_] Parent Holding Company, in accordance with (S)240.13d-
1(b)(ii)(G) (Note: See Item 7)
(h) [_] Group, in accordance with (S)240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned
347,036
Page 3 of 5 pages
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CUSIP NO. 124234-10-5 SCHEDULE 13G PAGE 4 OF 5 PAGES
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(b) Percent of Class
4.02%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
347,036/1/
(ii) shared power to vote or to direct the vote
-0-
(iii) sole power to dispose or to direct the disposition of
117,379/2/
(iv) shared power to dispose or to direct the disposition of
229,657/2/
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [X].
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The filing person maintains a trust which holds shares of Buttrey
Common Stock for the benefit of current and certain former employees of the
Company who are participants in the Plan. Participants in the Plan have the
right, pursuant to the terms of the Plan, to the proceeds of the sale of shares
of Buttrey Common Stock held by the Plan. All shares of Buttrey Common Stock
obtained for the account of the Plan are held by the trustee that administers
the Plan, Putnam Fiduciary Trust Company (the "Trustee"). In addition, any cash
received by the Trustee, e.g., sale proceeds or dividends, shall be transferred
to the Plan generally.
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/1/As directed by the Buttrey Company Employee Benefit Plans Committee (the
"Committee"), the Trustee (as defined in Item 6) has the authority and power to
vote the Buttrey Common Stock, or otherwise consent to or request any action on
the part of the Company in person or by proxy, and the Committee shall direct
the Trustee as to the voting (or exercise of any other right) of the shares of
Buttrey Common Stock held by the Plan.
/2/In general, the Committee has the sole power to direct the Trustee as to
the disposition of shares of Buttrey Common Stock that were contributed to the
Plan by the Company. On the other hand, the participants in the Plan are
entitled to direct the Trustee with respect to the disposition of shares of
Buttrey Common Stock that were purchased with cash contributions made by the
Company or purchased with cash contributions made by participants.
Notwithstanding the foregoing, in the event of any offer (including but not
limited to a tender or exchange offer within the meaning of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), for shares of Buttrey
Common Stock, the Trustee may, at the direction of the Committee, determine to
accept or reject the offer or to tender or not tender all shares of Buttrey
Common Stock credited to the accounts of the Plan's participants.
Page 4 of 5 pages
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CUSIP NO. 124234-10-5 SCHEDULE 13G PAGE 5 OF 5 PAGES
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
The filing of this statement shall not be construed as an admission
that the Plan is, for the purposes of Section 13(d) or Section 13(g) of the
Exchange Act, the beneficial owner of any of the Buttrey Common Stock covered by
this statement.
SIGNATURE
After reasonable 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.
BUTTREY COMPANY RETIREMENT ESTATES
February 13, 1997
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Date
/s/ Wayne S. Peterson
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Signature
Wayne S. Peterson
Vice President, Chief Financial Officer
and Secretary of Buttrey Food and Drug
Stores Company and Member of the Plan
Administrative Committee Buttrey Company
Retirement Estates
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Name/Title
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Page 5 of 5 pages
