-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FrkACCsJ7zevA+nl4cAo4ZD4CDp8a8Igsmms1M4SChLWePUcKJuuqtVLM0Drr2p/ sj/L39wWrio+/3uI4Z+F/g== 0000942618-05-000024.txt : 20050611 0000942618-05-000024.hdr.sgml : 20050611 20050608153514 ACCESSION NUMBER: 0000942618-05-000024 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050608 DATE AS OF CHANGE: 20050608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPARTAN STORES INC CENTRAL INDEX KEY: 0000877422 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 380593940 STATE OF INCORPORATION: MI FISCAL YEAR END: 0329 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79856 FILM NUMBER: 05885125 BUSINESS ADDRESS: STREET 1: 850 76TH ST SW STREET 2: P O BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 BUSINESS PHONE: 6168782000 MAIL ADDRESS: STREET 1: 850 76TH ST SW STREET 2: PO BOX 8700 CITY: GRAND RAPIDS STATE: MI ZIP: 49518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SC 13D 1 spar4.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Spartan Stores, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 846822104 (CUSIP Number) Michael Emanuel, Esq. c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7047 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 2005 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is 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.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 remained 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). SCHEDULE 13D CUSIP NO. 846822104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 42,811 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 32,788 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 42,811 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 32,788 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,599 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.36% 14 TYPE OF REPORTING PERSON* CO, BD, IA SCHEDULE 13D CUSIP NO. 846822104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 927,684 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 927,684 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 927,684 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.46% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 846822104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 86,058 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 86,058 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 86,058 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.41% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 846822104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Fund LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 138,889 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 138,889 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,889 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.66% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 846822104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Marathon Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 50,412 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 50,412 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,412 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.24% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of Spartan Stores, Inc., 850 76th Street Southwest, Grand Rapids, MI. 49518. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF") is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC") is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are also directors. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company . Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment adviser of LMOF. The principal address of each of LAF, LAM, LPC, LHC, LOF, LOM, LMF and LMOF is 61 Broadway, New York, New York, 10006. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC, LMF, LOF and LMOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC, LMF, LOF and LMOF ("Loeb") have acquired shares of Common Stock for investment purposes. Loeb reserves the right, consistent with applicable law, to acquire additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). As previously reported, Loeb intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Loeb may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking further Board representation, making further proposals to the Issuer concerning the capitalization and operations of the Issuer, purchasing additional Common Stock, selling some or all of its Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock or changing its intention partially or entirely with respect to any and all matters referred to in Item 4. On February 17, 2005, we issued a press release reflecting Loeb's position regarding the Issuer at such time (the "Press Release"). On March 30, 2005, we sent a letter (the "March 30 Letter") to the Issuer recommending that Eugene I. Davis be nominated to fill the vacancy created in the Board of Directors due to the resignation of Gregory Josefowicz, pursuant to Article V(C) of the Issuer's Restated Articles of Incorporation (the "Articles"). A Notice of Nomination of Director Candidates (the "Nomination Notice") was sent to the Issuer on April 1, 2005 (followed by a similar notice from our nominee) pursuant to Article V(D) of the Articles, formally nominating both Eugene I. Davis and Timothy J. Bernlohr for election to the Issuer's Board of Directors. In connection with our review of the corporate governance mechanisms of the Issuer, we noted that the Issuer's Restated Bylaws purport to require 120 days advance notice (measured from the date of notice of the prior year's annual meeting) to place matters on the agenda at an annual shareholder meeting. We believe this acts as an inappropriate gating factor to communication and consideration of matters at annual meetings, and as such on April 11, 2005 we sent a letter to the Issuer (the "April 11 Letter") urging that the Issuer's Restated Bylaws be amended so as to shorten the advance notice requirement. A copy of the Press Release is included in Loeb's Form 13D filed with the Commission on February 17, 2005. Copies of the March 30 Letter, the Nomination Notice and the April 11 Letter are included in the Loeb's Form 13D filed with the Commission on April 28, 2005. On April 27, 2005, we filed with the Commission a preliminary proxy statement on Schedule 14A soliciting proxies for the election of Messrs. Davis and Bernlohr to the Issuer's Board of Directors. Such proxy statement was amended on May 16, 2005, May 31, 2005 and June 8, 2005. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a)The persons reporting hereby owned the following shares of Common Stock as of June 3, 2005. Shares of Common Stock Loeb Arbitrage Fund 927,684 Loeb Partners Corporation* 75,599 Loeb Offshore Fund Ltd. 86,058 Loeb Marathon Fund LP 138,889 Loeb Marathon Offshore Fund, Ltd. 50,412 ---------- 1,278,642 The total shares of Common Stock constitute 6.15% of the 20,794,202 outstanding shares of Common Stock as reported by the Issuer. - ------------------------- *Including shares of Common Stock purchased and sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 04-01-05 167 10.76 04-04-05 51 10.58 04-05-05 175 10.69 04-06-05 175 10.69 04-12-05 20 10.66 Holder Loeb Arbitrage Fund Date Shares Average Price 04-01-05 3,956 10.75 04-04-05 4,440 10.58 04-05-05 4,300 10.69 04-06-05 3,800 10.69 04-12-05 426 10.66 Holder Loeb Offshore Fund Date Shares Average Price 04-05-05 346 10.69 04-06-05 346 10.69 04-12-05 39 10.66 Holder Loeb Marathon Fund Date Shares Average Price 04-01-05 9672 10.76 04-04-05 146 10.58 04-05-05 367 10.69 04-06-05 367 10.69 Holder Loeb Marathon Offshore Date Shares Average Price Fund Ltd. 04-01-05 500 10.76 04-04-05 354 10.58 04-05-05 133 10.69 04-06-05 133 10.69 Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 04-06-05 175 10.69 04-12-05 20 10.72 05-16-05 476 12.04 05-17-05 2357 12.31 05-18-05 156 12.44 05-19-05 1387 12.59 05-20-05 1493 12.64 05-23-05 1057 12.80 05-24-05 2681 12.66 05-25-05 1742 12.63 05-26-05 328 12.51 05-27-05 191 12.60 05-31-05 448 12.88 06-01-05 556 12.89 06-02-05 467 12.80 06-03-05 90 12.88 Holder Date Shares Average Price Loeb Arbitrage Fund 04-06-05 4300 10.69 04-12-05 426 10.72 05-16-05 5519 11.95 05-16-05 2031 12.04 05-17-05 28607 12.31 05-18-05 1894 12.44 05-19-05 16835 12.59 05-20-05 18120 12.63 05-23-05 12832 12.80 05-24-05 32531 12.66 05-25-05 21149 12.63 05-26-05 3987 12.51 05-27-05 2319 12.60 05-31-05 5437 12.88 06-01-05 6743 12.89 06-02-05 542 12.93 06-02-05 5436 12.80 06-03-05 1088 12.88 Holder Date Shares Average Price Loeb Offshore Fund 04-06-05 346 10.69 04-12-05 39 10.72 05-16-05 188 12.04 05-16-05 173 11.95 05-17-05 2667 12.31 05-18-05 175 12.44 05-19-05 1563 12.59 05-20-05 1682 12.63 05-23-05 1191 12.80 05-24-05 3022 12.66 05-25-05 1963 12.63 05-26-05 371 12.51 05-27-05 216 12.60 05-31-05 505 12.88 06-01-05 626 12.89 06-02-05 505 12.80 06-02-05 37 12.93 06-03-05 100 12.88 Holder Date Shares Average Price Loeb Marathon Fund 04-01-05 3800 10.24 04-06-05 367 10.69 05-16-05 304 12.04 05-16-05 565 11.95 05-17-05 4290 12.31 05-18-05 284 12.44 05-19-05 2523 12.59 05-20-05 2720 12.63 05-23-05 1923 12.80 05-24-05 4878 12.66 05-24-05 370 12.79 05-25-05 3170 12.63 05-27-05 575 12.51 05-27-05 348 12.60 05-31-05 813 12.88 06-01-05 720 12.89 06-02-05 76 12.93 06-02-05 815 12.80 06-03-05 163 12.88 Holder Date Shares Average Price Loeb Marathon Offshore Fund 04-06-05 133 10.69 05-16-05 110 12.04 05-16-05 478 11.95 05-17-05 1554 12.31 05-18-05 103 12.44 05-19-05 915 12.59 05-20-05 985 12.63 05-24-05 1767 12.66 05-24-05 327 12.79 05-25-05 1149 12.63 05-26-05 217 12.51 05-27-05 22 12.51 05-27-05 126 12.60 05-31-05 297 12.88 06-01-05 655 12.89 06-02-05 295 12.80 06-02-05 27 12.93 06-03-05 59 12.88 All reported transactions were effected on Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. Previously filed. 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. June 8, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President June 8, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President June 8, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director June 8, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President June 8, 2005 Loeb Marathon Offshore Fund By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----