-----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, MVfV2Qvr8XkcaDEpsLKib2rjQ0n947LN5lumvUHQF3nc+lds7r0KEt5ZcotolYnT B+zKbtVzA58ChC/J4ZzIRw== 0000942618-06-000011.txt : 20060224 0000942618-06-000011.hdr.sgml : 20060224 20060224152652 ACCESSION NUMBER: 0000942618-06-000011 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060224 DATE AS OF CHANGE: 20060224 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 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: 06642743 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 SC 13D 1 spar11.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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) February 17, 2006 (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 29,354 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 29,354 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 29,354 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) 0.14% 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 666,752 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 666,752 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 666,752 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) 3.25% 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 123,902 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 123,902 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,902 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) 0.60% 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 101,383 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 101,383 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 101,383 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) 0.49% 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 60,901 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 60,901 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,901 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) 0.30% 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 Board representation, making 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 October 5, 2005. Shares of Common Stock Loeb Arbitrage Fund 666,752 Loeb Partners Corporation 29,354 Loeb Offshore Fund Ltd. 123,902 Loeb Marathon Fund LP 101,383 Loeb Marathon Offshore Fund, Ltd. 60,901 --------- 982,292 The total shares of Common Stock constitute 4.79% of the 20,516,000 outstanding shares of Common Stock as reported by the Issuer. (a) Loeb Arbitrage Fund has the sole power to direct the vote and the sole power to direct the disposition of the 666,752 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 29,354 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 123,902 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 101,383 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 60,901 shares of Common Stock that may be deemed to be beneficially owned by it. (b) The following sales of Common Stock have been made since Loeb's last filing on October 3, 2005: Sales of Common Stock Holder Date Shares Average Price Loeb Partners Corp. 01-04-06 401 $10.68 01-04-06 1203 10.69 01-06-06 61 10.72 01-09-06 512 10.71 01-09-06 497 10.73 01-12-06 165 10.61 01-13-06 417 10.53 01-17-06 444 10.72 01-18-06 485 10.62 01-19-06 695 10.85 01-20-06 467 10.82 01-24-06 455 10.93 01-24-06 172 11.35 01-25-06 1453 11.59 01-26-06 2321 11.47 01-30-06 337 11.85 01-30-06 322 11.64 01-31-06 451 11.83 02-01-06 751 11.80 02-02-06 907 11.50 02-03-06 627 11.67 02-06-06 179 11.68 02-07-06 4 11.63 02-09-06 1046 11.59 02-10-06 834 11.57 02-13-06 209 11.65 02-14-06 331 11.69 02-15-06 198 11.76 02-16-06 240 11.83 02-17-06 330 11.94 02-21-06 300 11.98 02-22-06 448 12.03 02-23-06 374 12.12 Holder Date Shares Average Price Loeb Arbitrage Fund 01-04-06 16896 $10.69 01-04-06 4886 10.68 01-06-06 406 10.73 01-09-06 7419 10.68 01-09-06 5515 10.77 01-12-06 2025 10.60 01-13-06 5085 10.53 01-17-06 5422 10.72 01-18-06 5921 10.61 01-19-06 8466 10.84 01-20-06 5688 10.81 01-21-06 5553 10.93 01-24-06 2101 11.35 01-25-06 17725 11.58 01-30-06 7303 11.64 01-30-06 7651 11.84 01-30-06 7303 11.64 01-31-06 10236 11.84 02-01-06 17057 11.99 02-02-06 18943 11.50 02-03-06 14369 11.66 02-06-06 4074 11.68 02-07-06 81 11.63 02-09-06 23759 11.59 02-10-06 18946 11.57 02-13-06 4757 11.65 02-14-06 7520 11.68 02-15-06 4489 11.76 02-16-06 5435 11.82 02-17-06 7475 11.93 02-21-06 6796 11.98 02-22-06 10169 12.03 02-23-06 8488 12.11 Holder Date Shares Average Price Loeb Offshore Fund 01-04-06 738 $10.68 01-04-06 61 10.73 01-09-06 833 10.77 01-09-06 380 10.68 01-12-06 306 10.60 01-13-06 768 10.53 01-17-06 819 10.72 01-18-06 894 10.61 01-19-06 1279 10.84 01-20-06 860 10.81 01-24-06 838 10.93 01-24-06 317 11.35 01-25-06 2677 11.58 01-26-06 4255 11.46 01-30-06 1310 11.64 01-30-06 1373 11.84 01-31-06 1838 11.83 02-02-06 3062 11.99 02-03-06 2504 11.66 02-06-06 757 11.68 02-07-06 15 11.62 02-09-06 4415 11.59 02-10-06 3520 11.57 02-13-06 884 11.65 02-14-06 1398 11.68 02-15-06 834 11.76 02-16-06 1010 11.82 02-17-06 1390 11.93 02-21-06 1264 11.98 02-22-06 1890 12.03 02-23-06 1578 12.11 Holder Date Shares Average Price Loeb Marathon Fund LP 01-04-06 912 $10.68 01-04-06 2093 10.69 01-09-06 1016 10.68 01-09-06 865 10.77 01-13-06 762 10.53 01-17-06 814 10.72 01-18-06 124 10.61 01-19-06 1276 1.84 01-20-06 858 10.81 01-24-06 315 11.35 01-24-06 840 10.93 01-25-06 2676 11.58 01-26-06 805 11.46 01-30-06 1146 11.84 01-30-06 1094 11.64 01-31-06 1533 11.83 02-01-06 2580 11.99 02-02-06 1444 11.50 02-03-06 2186 11.66 02-06-06 618 11.68 02-09-06 3610 11.59 02-10-06 2873 11.57 02-13-06 718 11.65 02-14-06 1140 11.68 02-15-06 680 11.76 02-16-06 821 11.82 02-17-06 1127 11.93 02-21-06 1024 11.98 02-22-06 1557 12.03 02-23-06 1287 12.11 Holder Date Shares Average Price Loeb Marathon Offshore 01-04-06 1472 $10.69 Fund Ltd. 01-04-06 563 10.84 01-09-06 535 10.77 01-09-06 628 10.68 01-12-06 490 10.60 01-13-06 468 10.53 01-17-06 501 10.72 01-18-06 76 10.61 01-19-06 784 10.84 01-20-06 527 10.81 01-24-06 195 11.35 01-24-06 515 10.93 01-25-06 1644 11.58 01-26-06 495 11.46 01-30-06 704 11.84 01-30-06 671 11.64 01-31-06 942 11.83 02-01-06 1550 11.99 02-02-06 2486 11.50 02-03-06 1314 11.66 02-06-06 372 11.68 02-09-06 2170 11.58 02-10-06 1727 11.57 02-13-06 432 11.65 02-14-06 685 11.68 02-15-06 408 11.76 02-16-06 494 11.82 02-17-06 678 11.93 02-21-06 616 11.98 02-22-06 936 12.03 02-23-06 773 12.11 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. February 24, 2005 Loeb Partners Corporation By: /s/ Gideon J. King Executive Vice President February 24, 2005 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President February 24, 2005 Loeb Offshore Fund Ltd. By: /s/ Gideon J. King Director February 24, 2005 Loeb Marathon Fund LP By: Loeb Arbitrage Management, Inc., G.P. By: /s/ Gideon J. King President February 24, 2005 Loeb Marathon Offshore Fund By: /s/ Gideon J. King Director -----END PRIVACY-ENHANCED MESSAGE-----