SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 1, 1998
BUTTREY FOOD AND DRUG STORES COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-19802 81-0466189
(Commission File Number) (IRS Employer Identification No.)
601 6th Street, S.W.
Great Falls, Montana 59404
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (406) 761-3401
Not Applicable
(Former name or former address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On October 1, 1998, Albertson's, Inc., a Delaware corporation
("Parent"), through Locomotive Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Purchaser"), accepted for
purchase 8,613,411 shares of the common stock, par value $.01 per share
(the "Shares"), of Buttrey Food and Drug Stores Company, a Delaware
corporation (the "Company"), that had been validly tendered and not
withdrawn pursuant to Purchaser's tender offer for all of the outstanding
Shares at $15.50 per Share, net to the seller in cash (the "Offer"). The
Offer was made pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of January 19, 1998, by and among the Company, Parent
and Purchaser, which provides for, among other things, the making of the
Offer by Purchaser and, following the consummation of the Offer, the merger
of Purchaser with and into the Company (the "Merger"), with the Company as
the surviving corporation in the Merger. The Shares purchased pursuant to
the Offer constitute approximately 99.63% of the Shares issued and
outstanding. The aggregate purchase price for the Shares purchased
pursuant to the Offer was $133,507,870.50. Purchaser obtained all funds
needed for such purchase through a capital contribution from Parent.
Parent obtained such funds from cash-on-hand and short-term and long-term
borrowings at market interest rates.
On October 2, 1998, the Merger provided for by the Merger Agreement
became effective. Pursuant to the Merger, Shares which were not validly
tendered pursuant to the Offer and accepted for purchase by Purchaser (and
whose holders have not sought appraisal of their Shares in accordance with
applicable provisions of Delaware law) were converted into the right to
receive $15.50 per Share, net to the seller in cash, upon delivery of
appropriate documentation to the Paying Agent for the Offer. As a result
of the Merger, Parent owns 100% of the outstanding Shares of the Company.
In accordance with the terms of the Merger Agreement, among other
things, the Board of Directors of the Company is now composed of the former
members of the Board of Directors of Purchaser. The Company's Board of
Directors intends to appoint certain new officers of the Company in
accordance with the Company's bylaws.
To the knowledge of the Company, except as set forth herein, there are
no arrangements, including any pledge by any person of securities of the
Company, the operation of which may at a subsequent date result in a
further change in control of the Company.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: October 5, 1998
BUTTREY FOOD AND DRUG STORES COMPANY
By: /s/ Thomas R. Saldin
__________________________
Name: Thomas R. Saldin
Title: Vice President
