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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(AMENDMENT NO. 4)
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.
Ronn S. Davids, Esq.
Riordan & McKinzie
300 South Grand Avenue
29th Floor
Los Angeles, California 90071
(213) 629-4824
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This Amendment No. 4 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 Parent on August 26, 1998, a copy
of which is filed as Exhibit 12 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 August
26, 1998, by and among Parent, Purchaser and the
Company (a copy of which is filed as Exhibit 13 to
the Schedule 14D-9), the parties agreed to extend the
Expiration Date of the Offer to 12:00 midnight, New
York City time, on September 30, 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.
Parent and Purchaser have agreed to file such
amendment on or before the second business day
following the day on which such conditions have been
satisfied. 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.
In addition, pursuant to an agreement, dated
as of August 26, 1998, by and among Parent, Purchaser
and the Majority Stockholder (a copy of which is
filed as Exhibit 14 to the Schedule 14D-9), the
parties amended the termination provision of the
Tender Agreement such that all rights and obligations
of the parties thereunder will terminate upon the
earliest of (i) the date the Merger Agreement is
terminated in accordance with its terms or the date
the Offer is terminated by Parent or Purchaser as a
result of any failure of a condition to the Offer,
provided, however, that the provisions of the Tender
Agreement providing for the Stock Option will, under
certain circumstances, not terminate until at least
60 days thereafter; (ii) the purchase of all of the
Major Stockholder's Shares pursuant to the Offer or
pursuant to the Stock Option; or (iii) September 30,
1998 (which date may be extended, under certain
circumstances, to the date of termination of the
Merger Agreement).
ITEM 9. MATERIALS TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following:
12 Press Release of Parent, dated August 26, 1998.
13 Fourth Extension, Early Termination and Waiver
Agreement, dated as of August 26, 1998, by and among
Parent, Purchaser and the Company.
14 Second Extension Agreement, dated as of August 26,
1998, by and among Parent, Purchaser and the Major
Stockholder.
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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: September 3, 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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12 Press Release of Parent, dated August 26, 1998.
13 Fourth Extension, Early Termination and Waiver Agreement,
dated as of August 26, 1998, by and among Parent, Purchaser
and the Company.
14 Second Extension Agreement, dated as of August 26, 1998, by
and among Parent, Purchaser and the Major Stockholder.
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