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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
EXHIBIT
NUMBER EXHIBIT
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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.
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