-----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, PxDdIHVx5N5jAC8Z6KlYgxl4MCdj1mmwetUChK8dbBrAwa5fiVI21QAw7MoRcol0 FFIZ/pR2bYAr6ObgOg7Low== 0000942618-05-000029.txt : 20050803 0000942618-05-000029.hdr.sgml : 20050803 20050803150825 ACCESSION NUMBER: 0000942618-05-000029 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050803 DATE AS OF CHANGE: 20050803 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: 05995440 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 spar7.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* 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) August 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 37,204 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 28,005 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 37,204 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 28,005 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,209 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) 0.32% 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 791,637 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 791,637 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 791,637 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) 3.86% 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 73,499 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 73,499 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,499 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 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 103,847 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 103,847 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 103,847 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) 0.51% 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 56,758 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 56,758 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,758 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) 0.28% 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. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of June 30, 2005. Shares of Common Stock Loeb Arbitrage Fund 791,637 Loeb Partners Corporation* 65,209 Loeb Offshore Fund Ltd. 73,499 Loeb Marathon Fund LP 103,847 Loeb Marathon Offshore Fund, Ltd. 56,758 --------- 1,090,950 The total shares of Common Stock constitute 5.32% of the 20,516,000 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) Loeb Arbitrage Fund has the sole power to direct the vote and the sole power to direct the disposition of the 791,637 shares of Common Stock that may be deemed to be beneficially owned by it. Loeb Partners Corporation has the sole power to direct the vote and the sole power to direct the disposition of 37,204 shares of Common Stock that may be deemed to be beneficially owned by it and shared power to direct the vote and direct the disposition of 28,005 shares of Common Stock that may be deemed to be beneficially owned by it.* Loeb Offshore Fund Ltd. has the sole power to direct the vote and the sole power to direct the disposition of the 73,499 shares of Common Stock that may be deemed to be beneficially owned by it. Loeb Marathon Fund LP has the sole power to direct the vote and the sole power to direct the disposition of the 103,847 shares of Common Stock that may be deemed to be beneficially owned by it. Loeb Marathon Offshore Fund, Ltd. has the sole power to direct the vote and the sole power to direct the disposition of the 56,758 shares of Common Stock that may be deemed to be beneficially owned by it. - ------------------------- *Power is shared with respect to shares of Common Stock purchased and sold for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (c) The following purchases and sales of Common Stock have been made: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 07-21-05 14414 $11.28 07-22-05 2007 11.21 07-22-05 1880 11.20 07-25-05 2208 11.05 07-25-05 1830 11.01 07-26-05 1495 11.42 07-26-05 1806 11.51 07-27-05 149 11.81 07-28-05 1987 11.88 08-01-05 3663 12.10 08-02-05 1049 12.36 Holder Date Shares Average Price Loeb Arbitrage Fund 07-21-05 174960 $11.28 07-22-05 18145 11.19 07-22-05 29038 11.21 07-25-05 26803 11.05 07-25-05 22209 11.01 07-26-05 18155 11.42 07-26-05 51054 11.51 07-27-05 1819 11.81 07-28-05 24121 11.87 08-01-05 44459 12.10 08-02-05 12723 12.36 Holder Date Shares Average Price Loeb Offshore Fund 07-21-05 16243 $11.28 07-22-05 2695 11.21 07-22-05 1685 11.19 07-25-05 1316 11.01 07-25-05 2489 11.05 07-25-05 2061 11.01 07-26-05 1685 11.42 07-26-05 1316 11.01 07-26-05 4740 11.51 07-26-05 1685 11.42 07-27-05 169 11.81 07-28-05 2239 11.87 08-01-05 4128 12.10 08-02-05 1182 12.36 Holder Date Shares Average Price Loeb Marathon Fund 07-21-05 23396 $11.28 07-22-05 3892 11.16 07-22-05 2435 11.19 07-22-05 100 10.99 07-25-05 2584 11.01 07-25-05 34 11.19 07-25-05 3975 11.05 07-26-05 2427 11.21 07-26-05 5912 11.51 07-26-05 3069 11.05 07-27-05 2427 11.42 07-28-05 1889 11.87 08-01-05 5068 12.10 08-02-05 3710 12.36 Holder Date Shares Average Price Loeb Marathon Offshore 07-21-05 11969 $11.28 Fund Ltd. 07-22-05 1983 12.21 07-22-05 1240 11.19 07-25-05 2025 11.05 07-25-05 1206 11.19 07-26-05 3011 11.51 07-26-05 1238 11.42 07-26-05 906 11.05 07-26-05 1316 11.01 07-26-05 3011 11.51 07-27-05 126 11.81 07-28-05 3111 11.87 07-28-05 237 11.81 08-01-05 2770 12.10 08-02-05 1728 12.36 Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 06-14-05 511 13.47 06-14-05 385 13.47 06-15-05 90 13.80 06-15-05 641 13.80 06-16-05 681 14.61 06-16-05 512 14.61 06-21-05 328 13.95 06-21-05 1448 13.95 06-22-05 862 13.96 06-23-05 2667 14.06 06-24-05 834 14.22 06-27-05 107 14.29 06-29-05 2099 14.45 06-30-05 4077 14.65 07-01-05 598 14.48 07-05-05 1411 14.66 07-06-05 2990 14.70 07-07-05 2392 14.87 07-08-05 3284 15.17 07-11-05 4486 15.38 07-12-05 1849 15.41 07-12-05 7305 15.32 07-13-05 1304 14.42 07-15-05 897 14.27 07-18-05 979 14.37 07-20-05 1197 14.34 07-20-05 1344 14.33 Holder Date Shares Average Price Loeb Arbitrage Fund 06-14-05 10,877 13.47 06-15-05 18,886 13.80 06-16-05 14,501 14.61 06-21-05 17578 13.94 06-21-05 3988 13.94 06-22-05 10466 13.96 06-23-05 32377 14.05 06-24-05 10124 14.21 06-27-05 1310 14.28 06-29-05 25478 14.45 06-30-05 49495 14.65 07-01-05 7258 14.48 07-05-05 17128 14.66 07-06-05 36300 14.70 07-07-05 29038 14.87 07-08-05 39853 15.16 07-11-05 54447 15.38 07-12-05 88667 15.32 07-12-05 22431 15.40 07-13-05 15827 14.42 07-15-05 10892 14.27 07-20-05 9074 14.36 07-20-05 21781 14.32 Holder Date Shares Average Price Loeb Offshore Fund 06-14-05 1,010 13.47 06-15-05 1,682 13.80 06-16-05 1,346 14.61 06-21-05 1632 13.94 06-21-05 370 13.94 06-22-05 972 13.96 06-23-05 3006 14.05 06-24-05 940 14.21 06-27-05 121 14.28 06-29-05 2365 14.45 06-30-05 4595 14.65 07-01-05 674 14.48 07-05-05 1590 14.66 07-06-05 3370 14.70 07-07-05 2695 14.87 07-08-05 3700 15.16 07-11-05 5055 15.38 07-12-05 2083 15.40 07-12-05 8232 15.32 07-13-05 1469 14.42 07-15-05 1011 14.26 07-18-05 1092 14.37 07-20-05 2022 14.32 07-20-05 843 14.36 07-26-05 1316 11.01 Holder Date Shares Average Price Loeb Marathon Fund 06-14-05 1627 13.47 06-15-05 2716 13.80 06-16-05 2172 14.61 06-21-05 598 13.94 06-21-05 2625 13.94 06-22-05 2200 13.96 06-23-05 4850 14.05 06-24-05 2500 14.21 06-28-05 300 14.28 06-30-05 5200 14.49 06-30-05 19573 14.55 06-30-05 11000 14.65 07-01-05 966 14.48 07-05-05 1365 14.66 07-06-05 4867 14.70 07-07-05 68 14.70 07-07-05 3959 14.87 07-08-05 5280 15.16 07-11-05 7295 15.38 07-12-05 3006 15.40 07-12-05 11881 15.32 07-13-05 2120 14.42 07-15-05 1457 14.27 07-18-05 1577 14.37 07-20-05 2918 14.32 07-20-05 1216 14.36 07-26-05 3975 11.05 Holder Date Shares Average Price Loeb Marathon Offshore Fund 06-14-05 590 13.47 06-15-05 985 13.80 06-16-05 788 14.61 06-21-05 216 13.94 06-21-05 964 13.94 06-23-05 1750 14.05 06-30-05 9573 14.58 07-01-05 504 14.48 07-05-05 2135 14.66 07-07-05 2405 14.70 07-07-05 1916 14.87 07-08-05 2791 15.16 07-11-05 3717 15.38 07-12-05 1531 15.40 07-12-05 6052 15.32 07-13-05 1080 14.42 07-15-05 743 14.26 07-18-05 803 14.37 07-20-05 1486 14.32 07-20-05 619 14.36 07-25-05 1240 11.19 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. August 3, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President August 3, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President August 3, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director August 3, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President August 3, 2005 Loeb Marathon Offshore Fund By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----