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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 3)
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
BUTTREY FOOD AND DRUG STORES COMPANY
(Name of Subject Company)
BUTTREY FOOD AND DRUG STORES COMPANY
(Name of Person Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
124234 10 5
(CUSIP Number of Class of Securities)
Wayne S. Peterson
Buttrey Food and Drug Stores Company
601 6th Street, S.W.
Great Falls, Montana 59404
(406) 761-3401
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications
on Behalf of the Person Filing this Statement)
Copies to:
Cynthia M. Dunnett, Esq.
Ryan S. Hong, Esq.
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
(213) 629-4824
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This Amendment No. 3 to Solicitation/Recommendation Statement
on Schedule 14D-9 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 originally filed on January 26, 1998 (the "Schedule
14D-9") by Buttrey Food and Drug Stores Company, a Delaware corporation (the
"Company"), with respect to the offer by Albertson's, Inc., a Delaware
corporation ("Parent"), and Locomotive Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Parent ("Purchaser") to purchase all of the
outstanding shares of common stock, par value $.01 per share (the "Shares"), of
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"). Unless otherwise defined herein, all capitalized terms
used herein shall have the respective meanings given to such terms in the
Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3 is hereby amended and supplemented by incorporating by
reference therein the press release issued by the Company on May 8, 1998, a copy
of which is filed as Exhibit 10 to the Schedule 14D-9.
Item 3(b)(2) is hereby amended and supplemented to add the
following:
Pursuant to an agreement, dated as of April
30, 1998, by and among Parent, Purchaser and the
Company, the parties agreed to extend the Expiration
Date of the Offer from April 30, 1998 to 12:00
midnight, New York City time, on July 15, 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.
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
10 Press Release of the Company dated, May 8, 1998.
11 Second Extension, Early Termination and Waiver
Agreement, dated as of April 30, 1998, by and among
Parent, Purchaser and the Company.
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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.
Dated: May 8, 1998 BUTTREY FOOD AND DRUG STORES COMPANY
By: /s/ Wayne S. Peterson
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Name: Wayne S. Peterson
Title: Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
10 Press Release of Parent dated May 8, 1998.
11 Second Extension, Early Termination and Waiver Agreement,
dated as of April 30, 1998 by and among Parent, Purchaser
and the Company.
</TABLE>
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EXHIBIT 10
FOR IMMEDIATE RELEASE MAY 8, 1998
BUTTREY FOOD AND DRUG STORES COMPANY
RECEIVES NOTICE FROM ALBERTSON'S INC.
THAT THE TENDER OFFER PERIOD WILL BE EXTENDED
Great Falls, Montana, May 8, 1998 . . . Buttrey Food and Drug Stores Company
(NASDAQ:BTRY) today announced that it has received notice from Albertson's
Inc. (NYSE:ABS) that the tender offer scheduled to expire 12:00 midnight New
York City time on April 30, 1998 will be extended until 12:00 midnight New York
City time on July 15, 1998.
Buttrey has been further informed by Albertson's that all other terms and
conditions of its tender offer, including the purchase price of $15.50 per
share, remain unchanged.
Buttrey also stated that it has agreed with Albertson's that the tender
offer would be amended 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 by
Albertson's in the manner required by the rules and regulations of the
Securities and Exchange Commission.
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.
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Contact: Wayne S. Peterson
Senior Vice President and Chief Financial Officer
Buttrey Food and Drug Stores Company
601 6th Street S.W.
Great Falls, Montana 59404
(406) 454-7280
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EXHIBIT 11
SECOND EXTENSION, EARLY TERMINATION AND WAIVER AGREEMENT
This Second Extension, Early Termination and Waiver Agreement (this
"Agreement") is made as of April 30, 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 initial
agreement of the parties hereto with respect to the conduct of the Offer; and
WHEREAS, the parties hereto have previously entered into that certain
Extension, Early Termination and Waiver Agreement, dated as of February 23, 1998
(the "First Extension Agreement"), which sets forth certain additional terms and
conditions of their agreement with respect to the conduct of the Offer;
WHEREAS, the parties hereto desire to set forth in writing certain
further 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.
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2. Extension of Extended 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 April 30, 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 July 15, 1998 (the "Second 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
Second 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, give such 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 Second 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.
6. Effect on First Extension Agreement. Upon the execution of this
Agreement by all of the parties hereto, the First Extension Agreement shall be
of no further force or effect.
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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/ THOMAS R. SALDIN
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Name: Thomas R. Saldin
Title: Executive Vice President,
Administration and General Counsel
LOCOMOTIVE ACQUISITION CORP.
By: /s/ THOMAS R. SALDIN
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Name: Thomas R. Saldin
Title: Vice President
BUTTREY FOOD AND DRUG STORES
COMPANY
By: /s/ WAYNE S. PETERSON
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Name: Wayne S. Peterson
Title: SUP & CFO
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