SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
Commission Only (as permitted by
[ ] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
SPARTAN STORES, INC.
(Name of Registrant as Specified in its Charter)
LOEB PARTNERS CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
ANNUAL MEETING OF SHAREHOLDERS OF
SPARTAN STORES, INC.
TO BE HELD ON [________], 2005
-------------------------
PROXY STATEMENT OF
THE LOEB ENTITIES
-------------------------
This proxy statement and the enclosed GOLD proxy card are being
furnished to you, the shareholders of SPARTAN STORES, INC. ("Spartan" or the
"Company"), in connection with the solicitation of proxies by Loeb Partners
Corporation, Loeb Arbitrage Fund, Loeb Offshore Fund Ltd., Loeb Marathon Fund LP
and Loeb Marathon Offshore Fund Ltd. (together with their affiliates, including
the general partner of both Loeb Arbitrage Fund and Loeb Marathon Fund LP, Loeb
Arbitrage Management, Inc., the "Loeb Entities" or "Loeb") for use at the 2005
annual meeting of shareholders of Spartan, and at any adjournments,
postponements or reschedulings thereof (the "2005 Annual Meeting").
Loeb is proposing and soliciting proxies in support of a slate of two
nominees, referred to as the Loeb nominees, to stand for election to the Board
of Directors at the 2005 Annual Meeting. The Loeb nominees are Eugene I. Davis
and Timothy J. Bernlohr, and they will be standing for election in opposition to
the nominees of the Board of Directors. According to the Company's proxy
statement filed on [_________], 2005, there are three positions on the Board of
Directors that are open for election at the 2005 Annual Meeting and the
directors elected to these positions will serve until the 2008 Annual Meeting
and until their respective successors are duly elected.
LOEB PARTNERS URGES YOU TO VOTE "FOR" THE LOEB NOMINEES ON THE ENCLOSED
GOLD PROXY CARD.
As discussed in more detail under the heading "Election of Directors"
in this proxy statement, shareholders who vote on the GOLD proxy card furnished
by Loeb will be able to vote for the election of the two Loeb Nominees. The Loeb
Nominees, if elected, will constitute a minority of the members of the Board of
Directors and accordingly, if the full Board of Directors is present at a
meeting, the Loeb Nominees, by themselves, will not be able to cause any action
to be taken or not to be taken by the Board of Directors.
The 2005 Annual Meeting is scheduled to be held on [________],
[________], 2005 at [_____] a.m. ([_______] time) at [_______________]. Spartan
has set [______], 2005 as the record date for determining shareholders entitled
to notice of and to vote at the 2005 Annual Meeting. Spartan reported in its
quarterly report on Form 10-Q filed on February 4, 2005 that as of January 29,
2005, 20,515,591 shares of its common stock were issued and outstanding. As of
the date of this filing, Loeb is the beneficial owner of 1,493,559 shares of
common stock of Spartan.
Information concerning Loeb, the Loeb Nominees and other persons who
are participants in its solicitation of proxies is provided in this proxy
statement under the headings "Election of Directors" and "Information About the
Participants" and in Annex A attached hereto.
* * * * * * *
YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2005
Annual Meeting, you are urged to sign and date the enclosed GOLD proxy card and
return it in the postage-paid envelope provided. Properly voting the enclosed
GOLD proxy card will revoke any proxy previously signed by you. We urge you not
to return any proxy sent to you by Spartan.
* * * * * * *
The date of this proxy statement is [___], 2005. Loeb intends to mail
the proxy statement and the GOLD proxy card to shareholders of Spartan on or
about [___], 2005.
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THIS SOLICITATION IS BEING MADE BY LOEB, AND NOT BY OR ON BEHALF OF THE
BOARD OF DIRECTORS OF SPARTAN.
If you have any questions concerning this proxy statement or need help
voting your shares, please call the firm assisting Loeb in its solicitation of
proxies:
[______________]
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ELECTION OF DIRECTORS
Spartan's Board of Directors is divided into three classes of
directors, with each class serving a three year term. Based on the Company's
proxy statement filed in connection with its 2004 annual meeting, the Company
presently has eight directors serving on the Board of Directors and three
directors are to be elected at the 2005 Annual Meeting, each to hold office
until the 2008 annual meeting of shareholders and thereafter until his successor
is elected and qualified.
Loeb has nominated two members to stand for election to the Board of
Directors, and the incumbent Board of Directors has designated three nominees to
stand for election, referred to as the Spartan Nominees.
Accordingly, there will be five nominees (two Loeb Nominees and three
Spartan Nominees) for three director positions on the Board of Directors.
Shareholders who vote on the GOLD proxy card furnished by Loeb will be able to
vote for the two Loeb Nominees. Shareholders who use Spartan's proxy card will
not be able to vote for any of the Loeb Nominees. Accordingly, any shareholder
who wishes to vote for the Loeb Nominees should vote on Loeb's GOLD proxy card.
The three Spartan Nominees are identified in the proxy statement filed
by Spartan on [_______], 2005. Any shareholder who wishes to vote for one of the
Loeb Nominees and for one of the Spartan Nominees will be unable to do so on
either Loeb's GOLD proxy card or Spartan's proxy card, and may only do so by
voting by ballot at the 2005 Annual Meeting. Shareholders who use the GOLD proxy
card may vote for or against any Loeb Nominee by putting an X in the space
provided.
The Loeb Nominees are Eugene I. Davis and Timothy J. Bernlohr. Based on
their extensive business and professional experience, we believe that the Loeb
Nominees are highly qualified to serve as directors of Spartan. Each Nominee has
consented to serve as a director of Spartan if elected and to be named in this
proxy statement and in Loeb's other soliciting materials as a Loeb Nominee.
Background
On March 30, 2005, Loeb sent a letter to Spartan pursuant to Article
V(C) of the Company's Restated Articles of Incorporation recommending that
Eugene I. Davis be nominated to fill the vacancy created in the Board of
Directors due to the resignation of Gregory Josefowicz (the "Letter"). On April
1, 2005, Loeb sent to Spartan a Notice of Nomination of Director Candidates (the
"Notice"), pursuant to Article V(D) of the Company's Restated Articles of
Incorporation, formally nominating both Eugene I. Davis and Timothy J. Bernlohr
for election to the Company's Board of Directors. On April 6, 2005, Loeb
received from Spartan an acknowledgment of receipt of the Notice (the
"Acknowledgment"). On April 11, 2005, Spartan sent to Mr. Davis a securities
questionnaire (the "Questionnaire") to be completed in connection with his
potential nomination to the Board of Directors. Other than the Acknowledgment
and the Questionnaire, Spartan has not responded to Loeb regarding the requests
set forth in the Letter and the Notice.
Information About the Loeb Nominees
Each Loeb Nominee has furnished the information about him that is
provided in this proxy statement. Additional disclosure regarding the Loeb
Nominees and the other participants in our solicitation can be found in Annex A
to this proxy statement.
Neither of the Loeb Nominees is an affiliate of Spartan. Neither of the
Loeb Nominees nor any of their respective immediate family members is an
employee of, or a consultant to, or has any other contractual relationship with
Spartan. Neither of the Loeb Nominees is or has been a partner of or otherwise
employed by any present or former auditor of Spartan in the past five years and
neither of them is an officer of a company of which the other Loeb Nominee is
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also a board member. We believe that, when elected, each of the Loeb Nominees
will be independent for purposes of the audit committee independence
requirements of the Sarbanes-Oxley Act of 2002 and the existing Nasdaq listing
requirements for audit committees.
Name and Business Address Age Present Principal Occupation
--------------------------- --- -----------------------------------------------
Eugene I. Davis 50 Chairman and Chief Executive Officer of
5 Canoe Brook Drive Piranate Consulting Group, L.L.C.
Livingston, NJ 07039
Timothy J. Bernlohr 46 President and Chief Executive Officer of RBX
906 Adams Street Industries, Inc.
Bedford, VA 24523
Eugene I. Davis, 50, is the Chairman and Chief Executive Officer of
Piranate Consulting Group, L.L.C., a privately held consulting firm specializing
in crisis and turn-around management, merger and acquisition consulting, hostile
and friendly takeovers, proxy contests and strategic planning advisory services
for public and private business entities. Mr. Davis was Chairman, Chief
Executive Officer and President of RBX Industries Inc. from August 2001 to
December 2003, after having been appointed Chief Restructuring Officer in
January 2001. From January 2000 through August 2001, Mr. Davis was Chairman and
Chief Executive Officer of Murdock Communications Corp., a Nasdaq listed
company. From May 1999 through June 2001, he was the Chief Executive Officer of
SmarTalk Teleservices, Inc., which had filed a petition under Chapter 11 of the
Federal Bankruptcy Code in March 1999. He was Chief Operating Officer of
TotalTel USA Communications, Inc. from 1998 to 1999. He is the Chairman of the
Board of Directors of Atlas Air Worldwide Holdings, Inc., an international air
cargo, charter and service business. He is a also a director of Exide
Technologies, Inc., Metals USA, Inc., Metrocall Holdings, Inc., Knology, Inc.,
Tipperary Corporation and iCPS, Inc. In addition, he is a member of the Board of
Advisors of PPM America Special Investment Funds.
Timothy J. Bernlohr, 46, is the President and Chief Executive
Officer of RBX Industries Inc., a manufacturer and distributor of closed cell
rubber and plastic foam materials. He has been with RBX since 1997 serving in
various positions, including Chief Operating Officer, Executive Vice President
and Senior Vice President. Mr. Bernlohr does not currently serve on the board of
directors of a company.
Each of Loeb's Nominees, if elected, will be entitled to receive
compensation customarily paid by Spartan to its directors, which is described in
the definitive proxy statement filed by Spartan on [______], 2005.
We have no reason to believe that any of the Loeb Nominees will be
disqualified or unwilling or unable to serve if elected. Loeb reserves the right
to nominate substitute persons if Spartan makes or announces any changes to its
Restated Articles of Incorporation or Restated Bylaws or takes or announces any
other action that has, or if consummated would have, the effect of disqualifying
any of the Loeb Nominees. In addition, if Spartan causes any additional
directors to be voted upon at the 2005 Annual Meeting, Loeb reserves the right
to nominate additional persons to fill the added positions. Shares represented
by Loeb's GOLD proxy cards will be voted for any such substitute or additional
nominees of Loeb.
* * * * * *
LOEB URGES YOU TO VOTE "FOR" THE LOEB NOMINEES BY SIGNING, DATING AND
RETURNING THE ENCLOSED GOLD PROXY CARD (AND NOT TO RETURN ANY PROXY CARD SENT TO
YOU BY SPARTAN).
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VOTING PROCEDURES
To support the Loeb Nominees at the 2005 Annual Meeting, please sign
and date the enclosed GOLD proxy card and return it to [_______] in the enclosed
postage-paid envelope. Submitting a proxy will not affect your right to attend
the 2005 Annual Meeting and vote in person. Only holders of common stock of
Spartan on the record date, [___________], 2005, are entitled to vote at the
2005 Annual Meeting.
How do I vote in person?
If you own shares of common stock of Spartan on the record date,
[________], 2005, you may attend the 2005 Annual Meeting and vote in person. If
you are not the record holder of your shares, please refer to the discussion
following the question "What if I am not the record holder of my shares?"
How do I vote by proxy?
To vote by proxy, you should complete, sign and date the enclosed GOLD
proxy card and return it promptly in the enclosed postage-paid envelope.
To be able to vote your shares in accordance with your instructions at
the 2005 Annual Meeting, we must receive your proxy as soon as possible but in
any event prior to the shares being voted at the meeting.
What if I am not the record holder of my shares?
If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can give a proxy with respect to your shares. You
should receive a proxy card from your bank or broker, which you must return in
the envelope provided in order to have your shares voted. If you need
assistance, please contact our solicitor, [______], by telephone at [______].
Banks and brokers may call [______] collect at [_____].
If you do not have record ownership of your shares and want to vote in
person at the 2005 Annual Meeting, you may obtain a document called a "legal
proxy" from the record holder of your shares and bring it to the 2005 Annual
Meeting in order to vote in person. If you need assistance, please contact our
solicitor, [______], by telephone at [______]. Banks and brokers may call
[______] collect at [_______].
What should I do if I receive a proxy card solicited by the incumbent Board of
Directors of Spartan?
If you submit a proxy to us by signing and returning the enclosed GOLD
proxy card, do not sign or return the proxy card solicited by Spartan's
incumbent Board of Directors or follow any voting instructions provided by
Spartan unless you intend to change your vote, because only your latest-dated
proxy will be counted.
If you have already sent a proxy card to Spartan, you may revoke it and
provide your support to the Loeb Nominees by signing, dating and returning the
enclosed GOLD proxy card.
What if I want to revoke my proxy?
If you give a proxy, you may revoke it at any time before it is voted
on your behalf by:
o submitting a duly executed new proxy bearing a later date; or
5
o giving written notice of revocation to either [______] at [__________]
or to Spartan Stores' Corporate Secretary, 850 76th Street, S.W., P.O.
Box 8700, Grand Rapids, Michigan 49518-8700; or
o attending and voting in person at the 2005 Annual Meeting.
If you choose to revoke a proxy by giving written notice or by
submitting a later-dated proxy to the Corporate Secretary of Spartan, we would
appreciate if you would assist us in representing the interests of shareholders
on an informed basis by sending us a copy of your revocation or proxy or by
calling [______] at [_______]. Banks and brokers may call [______] collect at
[_______]. Remember, your latest-dated proxy is the only one that counts.
If I plan to attend the 2005 Annual Meeting, should I still submit a proxy?
Whether or not you plan to attend the 2005 Annual Meeting, we urge you
to submit a proxy. Returning the enclosed proxy card will not affect your right
to attend the 2005 Annual Meeting and vote.
Who can vote?
You are eligible to vote or to execute a proxy only if you own shares
of common stock of Spartan on the record date for the 2005 Annual Meeting,
[________], 2005. Even if you sell your shares after the record date, you will
retain the right to execute a proxy in connection with the 2005 Annual Meeting.
It is important that you grant a proxy regarding shares you held on the record
date, or vote those shares in person, even if you no longer own those shares.
How many votes do I have?
With respect to each matter to be considered at the 2005 Annual
Meeting, each shareholder will have one vote for each share of common stock of
Spartan held by it on the record date. Based on documents publicly filed by
Spartan, Spartan has no outstanding voting securities other than its shares of
common stock.
How will my shares be voted?
If you give an executed proxy on the accompanying GOLD proxy card, your
shares will be voted as you direct. If you submit an executed proxy to us
without instructions, our representatives will vote your shares "FOR" the two
Loeb Nominees (as discussed in the "Election of Directors" section of this proxy
statement) and will "ABSTAIN" with respect to other matters to be voted on by
shareholders at the Annual Meeting, if any. Submitting a GOLD proxy card will
entitle our representatives to vote your shares in accordance with their
discretion on matters not described in this proxy statement that may arise at
the 2005 Annual Meeting.
Unless a proxy specifies otherwise, it will be presumed to relate to
all shares held of record on the record date by the person who submitted it.
What is a quorum and why is it necessary?
Conducting business at the 2005 Annual Meeting requires a quorum.
Shareholders representing a majority of the outstanding shares entitled to vote
at the 2005 Annual Meeting represented in person or by proxy shall constitute a
quorum.
6
What vote is required to approve each proposal and how will votes be counted?
According to the Company's Bylaws, if a quorum is present, directors
will be elected by the votes of a plurality of the shares present in person or
by proxy and entitled to vote on the election of directors. Abstentions, broker
non-votes and other shares that are not voted in person or by proxy will not be
included in the vote count to determine if a plurality of shares voted in favor
of each nominee. All other matters, if any, shall be approved by the vote of a
majority of the votes cast. Abstentions, broker non-votes and other shares that
are not voted in person or by proxy will not be included in the vote count to
determine if a majority of shares voted in favor of each such matter.
Required information concerning the necessary vote to approve any other
matters being voted upon at the 2005 Annual Meeting is set forth in the
definitive proxy statement filed by Spartan and, in accordance with Rule
14a-5(c) under the Exchange Act, reference is made to such proxy statement for
such information.
How can I receive more information?
If you have any questions about giving your proxy or about our
solicitation, or if you require assistance, please call [______] at [_______].
Banks and brokers may call [______] collect at [_______].
PROXY SOLICITATION AND EXPENSES
The solicitation to which this proxy statement relates is being made by
the Loeb Entities and the Loeb Nominees (the "Participants"). The Participants
may solicit proxies in person and by mail, press release, advertisements in
newspapers, magazines and/or trade publications, telephone, telecopier,
telegraph, electronic mail, Internet (World Wide Web) publication, television,
radio and newspapers. No person identified above has or will receive
compensation for soliciting proxies.
The Participants will ask banks, brokers, custodians, nominees, other
institutional holders and other fiduciaries to forward all soliciting materials
to the beneficial owners of the shares that those institutions hold of record.
Loeb will reimburse those institutions for reasonable expenses that they incur
in connection with forwarding our materials.
Loeb has retained [______], to solicit proxies on its behalf in
connection with the 2005 Annual Meeting. [______] may solicit proxies from
individuals, banks, brokers, custodians, nominees, other institutional holders
and other fiduciaries and will employ approximately [__] people in its efforts.
Loeb has agreed to reimburse [______] for its reasonable expenses (subject to
certain limitations), to indemnify it against certain losses, costs and
expenses, and to pay it fees of $[______].
The entire expense of this proxy solicitation is being borne by Loeb.
Loeb may, particularly if the Loeb Nominees are elected to Spartan's Board of
Directors, seek reimbursement of its expenses from Spartan. Loeb does not intend
to seek shareholder approval of any such reimbursement.
In addition to the costs related to the engagement of [______], costs
related to our solicitation of proxies include expenditures for printing,
postage, legal services and other related items. Total expenditures are expected
to be approximately $[_____]. To date, Loeb has incurred approximately $[______]
in furtherance of its proxy solicitation.
INFORMATION ABOUT THE PARTICIPANTS
The Loeb Entities and the Loeb Nominees are participants in Loeb's
solicitation of proxies for the 2005 Annual Meeting within the meaning of the
federal securities laws. Information related to the Participants, including
their beneficial ownership of Spartan's shares of common stock, is set forth on
Annex A to this proxy statement and is incorporated into this proxy statement by
7
reference. Except as set forth on Annex A, none of the Participants is party to
any commercial dealing with Spartan or its subsidiaries that is required to be
discussed in this proxy statement by the federal securities laws. Information in
this proxy statement about each Participant was provided by that Participant.
INFORMATION ABOUT SPARTAN
Based upon documents publicly filed by Spartan, the mailing address of
the principal executive offices of Spartan is 850 76th Street, S.W., P.O. Box
8700, Grand Rapids, Michigan 49518-8700.
Annex B sets forth information obtained from Spartan's public filings
related to the beneficial ownership of shares of common stock of Spartan and is
incorporated in this proxy statement by reference.
Except as otherwise noted herein, the information in this proxy
statement concerning Spartan has been taken from or is based upon documents and
records on file with the Securities and Exchange Commission (the "SEC") and
other publicly available information. Although Loeb does not have any knowledge
indicating that any statement contained herein is untrue, we do not take any
responsibility, except to the extent imposed by law, for the accuracy or
completeness of statements taken from public documents and records that were not
prepared by or on behalf of Loeb, or for any failure by Spartan to disclose
events that may affect the significance or accuracy of such information.
OTHER MATTERS TO BE VOTED UPON
Submitting a GOLD proxy card will entitle the named proxies to vote
your shares in accordance with their sole discretion on matters not described in
this proxy statement that may arise at the 2005 Annual Meeting.
FUTURE SHAREHOLDER PROPOSALS
Based on information set forth in Spartan's definitive proxy statement
filed with the SEC on [______], 2005, any proposal that a shareholder intends to
present at the next annual meeting of shareholders of Spartan must be received
by the Company on or before [______], 2006. As set forth in such proxy
statement, a shareholder must submit such a proposal to the Company for
inclusion in the proxy statement for the next annual shareholders' meeting on or
before [_____], 2006. Loeb notes that Rule 14a-8 of the Securities Exchange Act
of 1934 (the "Exchange Act") states that the deadline for submitting a
shareholder proposal for inclusion in the company's proxy statement shall be no
less than 120 calendar days before the date of the company's proxy statement
released to shareholders in connection with the previous year's annual meeting.
Further, Loeb notes that for a proxy to confer discretionary authority to vote,
Rule 14a-4 of the Exchange Act requires that the company have notice of the
proposal at least 45 days before the date on which the company first mailed its
proxy materials for the prior year's annual meeting. Such rules also provide
that if the date of the company's annual meeting has been changed by more than
30 days from the date of the previous year's annual meeting, the deadlines are a
reasonable time before the company mails its proxy materials. Accordingly, to
the extent the date of the next annual meeting for Spartan is more than 30 days
from the date of the 2005 Annual Meeting and depending on the date Spartan
mailed its proxy materials for the 2005 Annual Meeting, the dates set forth
above may be changed.
* * * * * *
Loeb urges you to vote "FOR" the Loeb Nominees by signing, dating and
returning the enclosed GOLD proxy card (and not to return any proxy card sent to
you by Spartan).
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Questions or requests for additional copies of this proxy statement or
if you need assistance in voting for the Loeb Nominees, please contact our proxy
solicitator:
[______________]
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ANNEX A
INFORMATION CONCERNING LOEB AND OTHER
PARTICIPANTS IN ITS SOLICITATION OF PROXIES
The following persons are, or may be deemed, participants (the
"Participants" and, each, a "Participant") in the solicitation of proxies in
support of electing the Loeb Nominees to the Board of Directors of Spartan: (i)
the Loeb Entities and (ii) the Loeb Nominees. The Loeb Entities consist of Loeb
Partners Corporation, Loeb Arbitrage Fund, Loeb Offshore Fund Ltd., Loeb
Marathon Fund LP, Loeb Marathon Offshore Fund Ltd. and Loeb Arbitrage
Management, Inc. The Loeb Nominees are Eugene I. Davis and Timothy J. Bernlohr.
Security Ownership
The Participants and their associates may be deemed to have beneficial
ownership of shares of common stock of Spartan as set forth below.
Amount of Beneficial
Ownership Through Percent
Name Options and Otherwise Of Class
------------------------------------- --------------------------- --------------
Loeb Partners Corporation 88,394(1)(7) *
------------------------------------- --------------------------- --------------
Loeb Arbitrage Fund 1,082,764(2) 5.28
------------------------------------- --------------------------- --------------
Loeb Offshore Fund Ltd. 101,042(3) *
------------------------------------- --------------------------- --------------
Loeb Marathon Fund LP 161,462(4) *
------------------------------------- --------------------------- --------------
Loeb Marathon Offshore Fund, Ltd. 59,897(5) *
------------------------------------- --------------------------- --------------
Loeb Arbitrage Management, Inc. 1,244,226(6)(7) 6.06
------------------------------------- --------------------------- --------------
Eugene I. Davis 0 0
------------------------------------- --------------------------- --------------
Timothy J. Bernlohr 0 0
------------------------------------- --------------------------- --------------
*less than 1%
(1) 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 Chief Executive Officer and also a
director. Norman N. Mintz is a Vice President and also a director.
Gideon J. King is Executive Vice President.
(2) 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, with the same
address. 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, and Edward J. Campbell, Vice President.
(3) Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted
company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited
liability company. It is the registered investment adviser of LOF.
Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers
of LOM.
(4) Loeb Marathon Fund ("LMF") is a Delaware limited partnership whose
general partner is LAM.
Annex A-1
(5) Loeb Marathon Offshore Fund Ltd. ("LMOF") is a Cayman Islands exempted
company. LOM is the investment adviser of LMOF.
(6) LAM is the general partner of both LAF and LMF, and as such may be
deemed the beneficial owner of the shares held for the account of each
of LAF and LMF.
(7) 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.
No Participant and no associate of any Participant (within the meaning
of the federal proxy rules) beneficially owns any securities of Spartan other
than shares of common stock described above. No Participant beneficially owns
any securities of any parent or subsidiary of Spartan. No Participant has record
but not beneficial ownership with respect to any securities of Spartan.
Transactions in Spartan's Securities
Other than the transactions described below, no Participant has
purchased or sold any securities of Spartan in the past two years.
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
Loeb Partners Corporation
-------------------------
December 28, 2004 Purchase 159
December 29, 2004 Purchase 735
December 30, 2004 Purchase 798
December 31, 2004 Purchase 1,020
December 31, 2004 Purchase 798
December 31, 2004 Sale 798
January 3, 2005 Purchase 1,470
January 4, 2005 Purchase 350
January 13, 2005 Purchase 1,682
January 14, 2005 Purchase 1,198
January 14, 2005 Purchase 109
January 18, 2005 Purchase 2,705
January 19, 2005 Purchase 2,705
January 19, 2005 Sale 2,705
January 20, 2005 Purchase 3,375
January 21, 2005 Purchase 1,682
January 24, 2005 Purchase 1,688
January 26, 2005 Purchase 443
January 27, 2005 Purchase 3,209
January 28, 2005 Purchase 4,407
January 31, 2005 Purchase 3,186
February 1, 2005 Purchase 3,677
February 2, 2005 Purchase 4,814
February 3, 2005 Purchase 2,581
February 4, 2005 Purchase 6,710
Annex A-2
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
February 7, 2005 Purchase 2,575
February 9, 2005 Purchase 3,378
February 10, 2005 Purchase 1,204
February 11, 2005 Purchase 1,051
February 15, 2005 Purchase 167
February 16, 2005 Purchase 288
February 16, 2005 Purchase 122
February 17, 2005 Purchase 206
February 17, 2005 Sale 122
February 18, 2005 Purchase 1,181
February 18, 2005 Purchase 590
February 22, 2005 Purchase 308
February 23, 2005 Purchase 171
February 24, 2005 Purchase 806
February 25, 2005 Purchase 2,522
February 28, 2005 Purchase 524
March 1, 2005 Purchase 388
March 1, 2005 Sale 1,240
March 2, 2005 Purchase 5
March 7, 2005 Purchase 4,490
March 7, 2005 Purchase 23
March 8, 2005 Purchase 55
March 8, 2005 Purchase 12
March 10, 2005 Purchase 800
March 11, 2005 Purchase 7,638
March 11, 2005 Purchase 308
March 14, 2005 Purchase 13
March 16, 2005 Purchase 801
March 17, 2005 Purchase 10,758
March 18, 2005 Purchase 643
March 21, 2005 Purchase 1,126
March 22, 2005 Purchase 727
March 28, 2005 Purchase 149
March 29, 2005 Purchase 177
March 30, 2005 Purchase 159
April 1, 2005 Purchase 167
April 4, 2005 Purchase 51
April 5, 2005 Purchase 175
April 6, 2005 Sale 175
April 6, 2005 Purchase 175
April 12, 2005 Purchase 20
April 12, 2005 Sale 20
------
88,394
Loeb Arbitrage Fund
-------------------
December 28, 2004 Purchase 1,950
December 29, 2004 Purchase 8,978
December 30, 2004 Purchase 9,747
December 31, 2004 Purchase 12,466
December 31, 2004 Purchase 9,747
December 31, 2004 Sale 9,747
January 3, 2005 Purchase 17,955
Annex A-3
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
January 4, 2005 Purchase 4,275
January 13, 2005 Purchase 20,550
January 14, 2005 Purchase 17,678
January 14, 2005 Purchase 1,319
January 18, 2005 Purchase 34,086
January 19, 2005 Purchase 34,086
January 19, 2005 Sale 34,086
January 20, 2005 Purchase 42,625
January 21, 2005 Purchase 21,387
January 24, 2005 Purchase 21,312
January 26, 2005 Purchase 5,590
January 27, 2005 Purchase 40,543
January 28, 2005 Purchase 55,669
January 31, 2005 Purchase 40,238
February 1, 2005 Purchase 46,443
February 2, 2005 Purchase 80,039
February 3, 2005 Purchase 33,943
February 4, 2005 Purchase 49,889
February 7, 2005 Purchase 62,217
February 8, 2005 Purchase 14,217
February 9, 2005 Purchase 47,140
February 10, 2005 Purchase 16,596
February 11, 2005 Purchase 14,659
February 11, 2005 Purchase 200
February 14, 2005 Purchase 27,147
February 14, 2005 Purchase 409
February 15, 2005 Purchase 2,344
February 16, 2005 Purchase 4,027
February 17, 2005 Purchase 2,875
February 18, 2005 Purchase 16,477
February 18, 2005 Purchase 8,239
February 22, 2005 Purchase 4,290
February 23, 2005 Purchase 2,372
February 24, 2005 Purchase 11,253
February 25, 2005 Purchase 35,186
February 28, 2005 Purchase 7,299
March 1, 2005 Purchase 5,406
March 1, 2005 Sale 811
March 2, 2005 Purchase 4,596
March 2, 2005 Purchase 79
March 2, 2005 Sale 5,406
March 7, 2005 Purchase 62,688
March 7, 2005 Purchase 327
March 8, 2005 Purchase 773
March 10, 2005 Purchase 11,170
March 11, 2005 Purchase 98,027
March 11, 2005 Purchase 4,291
March 14, 2005 Purchase 171
March 16, 2005 Purchase 1,169
March 17, 2005 Purchase 3,343
March 18, 2005 Purchase 7,887
Annex A-4
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
March 21, 2005 Purchase 13,797
March 22, 2005 Purchase 8,915
March 28, 2005 Purchase 3,122
March 29, 2005 Purchase 100
March 29, 2005 Purchase 3,837
March 30, 2005 Purchase 3,458
April 1, 2005 Purchase 3,956
April 4, 2005 Purchase 4,440
April 5, 2005 Purchase 4,300
April 6, 2005 Sale 4,300
April 6, 2005 Purchase 3,800
April 12, 2005 Purchase 426
April 12, 2005 Sale 426
---------
1,082,764
Loeb Offshore Fund
------------------
December 28, 2004 Purchase 171
December 29, 2004 Purchase 787
December 30, 2004 Purchase 855
December 31, 2004 Purchase 1,094
December 31, 2004 Purchase 855
December 31, 2004 Sale 855
January 3, 2005 Purchase 1,575
January 4, 2005 Purchase 375
January 13, 2005 Purchase 1,802
January 14, 2005 Purchase 2,124
January 14, 2005 Purchase 115
January 18, 2005 Purchase 3,209
January 19, 2005 Purchase 3,209
January 19, 2005 Sale 3,209
January 20, 2005 Purchase 4,000
January 21, 2005 Purchase 2,006
January 24, 2005 Purchase 2,000
January 26, 2005 Purchase 525
January 27, 2005 Purchase 3,805
January 28, 2005 Purchase 5,224
January 31, 2005 Purchase 3,776
February 1, 2005 Purchase 4,358
February 2, 2005 Purchase 7,378
February 3, 2005 Purchase 3,176
February 4, 2005 Purchase 1,750
February 7, 2005 Purchase 8,806
February 8, 2005 Purchase 1,482
February 9, 2005 Purchase 4,411
February 10, 2005 Purchase 1,571
February 11, 2005 Purchase 1,372
February 14, 2005 Purchase 2,370
February 14, 2005 Purchase 36
February 15, 2005 Purchase 219
February 16, 2005 Purchase 377
February 17, 2005 Purchase 269
February 18, 2005 Purchase 771
Annex A-5
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
February 18, 2005 Purchase 1,542
February 22, 2005 Purchase 402
February 23, 2005 Purchase 222
February 24, 2005 Purchase 1053
February 25, 2005 Purchase 3292
February 28, 2005 Purchase 683
March 1, 2005 Purchase 506
March 1, 2005 Sale 179
March 2, 2005 Purchase 7
March 7, 2005 Purchase 5,864
March 7, 2005 Purchase 31
March 8, 2005 Purchase 72
March 10, 2005 Purchase 1,050
March 11, 2005 Purchase 9,149
March 11, 2005 Purchase 401
March 14, 2005 Purchase 16
March 16, 2005 Purchase 1,045
March 18, 2005 Purchase 720
March 21, 2005 Purchase 1,259
March 22, 2005 Purchase 813
March 28, 2005 Purchase 294
March 29, 2005 Purchase 350
March 30, 2005 Purchase 315
April 5, 2005 Purchase 346
April 6, 2005 Sale 346
April 6, 2005 Purchase 346
April 12, 2005 Sale 39
April 12, 2005 Purchase 39
-------
101,042
Loeb Marathon Fund
------------------
December 28, 2004 Purchase 890
December 29, 2004 Purchase 4,099
December 30, 2004 Purchase 4,988
December 31, 2004 Purchase 4,988
December 31, 2004 Purchase 5,771
December 31, 2004 Sale 4,988
January 3, 2005 Purchase 8,312
January 4, 2005 Purchase 2,969
January 5, 2005 Purchase 5,129
January 6, 2005 Purchase 934
January 10, 2005 Purchase 4,398
January 11, 2005 Purchase 1,759
January 11, 2005 Purchase 10,628
January 12, 2005 Purchase 1,349
January 12, 2005 Purchase 10,528
January 12, 2005 Sale 10,628
January 13, 2005 Purchase 222
January 14, 2005 Purchase 900
January 14, 2005 Sale 10,528
January 14, 2005 Purchase 8,985
Annex A-6
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
January 18, 2005 Purchase 6,425
January 19, 2005 Purchase 6,425
January 19, 2005 Sale 6,425
January 20, 2005 Purchase 6,428
January 21, 2005 Purchase 4,821
January 24, 2005 Purchase 6,046
January 25, 2005 Purchase 844
January 26, 2005 Purchase 4,215
January 27, 2005 Purchase 22,458
February 1, 2005 Purchase 779
February 1, 2005 Sale 1,739
February 2, 2005 Purchase 1,325
February 4, 2005 Purchase 836
February 7, 2005 Purchase 1,045
February 8, 2005 Purchase 226
February 9, 2005 Purchase 787
February 10, 2005 Purchase 5,002
February 11, 2005 Purchase 4,432
February 14, 2005 Purchase 4,241
February 14, 2005 Purchase 64
February 15, 2005 Purchase 821
February 16, 2005 Purchase 286
February 17, 2005 Purchase 462
February 18, 2005 Purchase 281
February 18, 2005 Purchase 561
February 24, 2005 Purchase 1,255
February 25, 2005 Purchase 15,135
February 28, 2005 Purchase 106
February 28, 2005 Purchase 387
February 28, 2005 Purchase 38
March 1, 2005 Purchase 300
March 2, 2005 Purchase 810
March 7, 2005 Purchase 3,674
March 7, 2005 Purchase 51
March 8, 2005 Purchase 74
March 10, 2005 Purchase 734
March 10, 2005 Purchase 58
March 11, 2005 Purchase 1,470
March 16, 2005 Purchase 734
March 17, 2005 Purchase 717
March 18, 2005 Purchase 514
March 21, 2005 Purchase 895
March 22, 2005 Purchase 578
March 28, 2005 Purchase 308
March 29, 2005 Purchase 368
March 30, 2005 Purchase 735
March 30, 2005 Purchase 3,800
March 30, 2005 Sale 3,800
March 30, 2005 Purchase 265
March 31, 2005 Purchase 220
March 31, 2005 Purchase 353
Annex A-7
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
March 31, 2005 Purchase 147
April 1, 2005 Purchase 9,672
April 4, 2005 Purchase 146
April 5, 2005 Purchase 367
April 6, 2005 Purchase 367
April 6, 2005 Sale 367
-------
161,462
Loeb Marathon Offshore Fund
---------------------------
December 28, 2004 Purchase 630
December 29, 2004 Purchase 2,901
December 30, 2004 Purchase 2,612
December 31, 2004 Purchase 3,949
December 31, 2004 Purchase 2,612
December 31, 2004 Sale 2,612
January 3, 2005 Purchase 5,688
January 4, 2005 Purchase 2,031
January 5, 2005 Purchase 4,871
January 6, 2005 Purchase 3,937
January 6, 2005 Sale 4,871
January 10, 2005 Purchase 3,102
January 11, 2005 Purchase 1,241
January 13, 2005 Purchase 1,581
January 14, 2005 Purchase 500
January 18, 2005 Purchase 3,575
January 19, 2005 Purchase 3,575
January 19, 2005 Sale 3,575
January 20, 2005 Purchase 3,572
January 21, 2005 Purchase 2,679
January 24, 2005 Purchase 3,360
January 25, 2005 Sale 844
January 26, 2005 Purchase 2,342
January 31, 2005 Sale 1,984
February 1, 2005 Purchase 332
February 1, 2005 Purchase 1,739
February 2, 2005 Purchase 557
February 4, 2005 Purchase 356
February 7, 2005 Purchase 457
February 8, 2005 Purchase 95
February 9, 2005 Purchase 334
February 10, 2005 Purchase 2,128
February 11, 2005 Purchase 1,886
February 14, 2005 Purchase 1,804
February 14, 2005 Purchase 26
February 15, 2005 Purchase 349
February 17, 2005 Purchase 188
February 17, 2005 Purchase 122
February 18, 2005 Purchase 119
February 18, 2005 Purchase 239
February 23, 2005 Purchase 15,135
Annex A-8
Transactions in Spartan
Shares of Common Stock by Loeb
------------------------------
Number of Shares of
Date of Transaction Nature of Transaction Common Stock of Spartan
------------------- --------------------- -----------------------
February 24, 2005 Purchase 533
February 25, 2005 Purchase 387
February 25, 2005 Sale 15,135
February 25, 2005 Sale 533
February 28, 2005 Purchase 38
February 28, 2005 Sale 387
February 28, 2005 Sale 38
February 28, 2005 Sale 122
March 1, 2005 Sale 70
March 7, 2005 Purchase 1,326
March 7, 2005 Purchase 19
March 8, 2005 Purchase 26
March 10, 2005 Purchase 1,268
March 10, 2005 Purchase 266
March 10, 2005 Sale 1,326
March 11, 2005 Purchase 530
March 16, 2005 Purchase 266
March 17, 2005 Purchase 283
March 18, 2005 Purchase 186
March 21, 2005 Purchase 323
March 22, 2005 Purchase 208
March 28, 2005 Purchase 112
March 29, 2005 Purchase 132
March 30, 2005 Purchase 265
March 30, 2005 Purchase 3,800
March 30, 2005 Sale 265
March 31, 2005 Purchase 147
March 31, 2005 Purchase 80
March 31, 2005 Sale 147
April 1, 2005 Purchase 500
April 4, 2005 Purchase 354
April 5, 2005 Purchase 133
April 6, 2005 Purchase 133
April 6, 2005 Sale 133
------
59,897
Transactions in Spartan
Shares of Common Stock by Eugene I. Davis
-----------------------------------------
NONE
Transactions in Spartan
Shares of Common Stock by Timothy J. Bernlohr
---------------------------------------------
NONE
Annex A-9
Arrangements, Interests and Transactions
No Participant is, or was within the past year, a party to any
contract, arrangement or understanding with any person with respect to any
securities of Spartan, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies.
No Participant, no associate of any Participant and no person who is a
party to any arrangement or understanding pursuant to which a Loeb Nominee is
proposed to be elected has any arrangement or understanding with any person with
respect to any future employment by Spartan or its affiliates or with respect to
any future transactions to which Spartan or any of its affiliates will or may be
a party.
Loeb has an interest in the solicitation of proxies in support of the
Loeb Nominees from either direct or indirect beneficial ownership of the shares
of common stocks of Spartan. Participants who are Loeb Nominees are expected to
receive customary compensation from Spartan in exchange for their services as
directors, if elected.
There has been no transaction or series of similar transactions since
the beginning of Spartan's last completed fiscal year, and there is no currently
proposed transaction or series of similar proposed transactions, to which
Spartan or any of its subsidiaries was or is to be a party, in which the amount
involved exceeds $60,000 and in which any Participant or any associate of any
Participant had, or will have, a direct or indirect material interest.
Additional Information About the Loeb Nominees
No Loeb Nominee presently holds any positions with Spartan. Other than
the agreements described in Loeb's proxy statement under the heading "Election
of Directors," there is no arrangement or understanding between any Loeb Nominee
and any other person pursuant to which the Loeb Nominee was selected as a
nominee.
There is no family relationship (within the meaning of the federal
securities laws) between any Loeb Nominee and (i) any other Loeb Nominee or (ii)
any director of Spartan, executive officer of Spartan or person nominated by
Spartan to become a director or executive officer.
There is, and has been, no legal or other proceeding involving any Loeb
Nominee that is required to be disclosed under the federal proxy rules.
No Loeb Nominee (i) has any business relationship with Spartan that is
required to be disclosed by the federal proxy rules; (ii) has had any such
relationship since the beginning of Spartan's most recently completed fiscal
year; or (iii) has, since the beginning of Spartan's last completed fiscal year,
been indebted to Spartan or any of its subsidiaries in an amount that exceeds
$60,000.
No Loeb Nominee and no associate of any Loeb Nominee has received any
compensation from Spartan as a director or executive officer of Spartan. Had the
Loeb Nominees been directors of Spartan and members of the compensation
committee of Spartan's Board of Directors during Spartan's last completed fiscal
year, there would have been no compensation committee interlocks within the
meaning of the federal proxy rules.
Section 16(a) Beneficial Ownership Reporting Compliance
No Loeb Nominee has failed to file reports related to Spartan that are
required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
Annex A-10
ANNEX B
STOCK OWNERSHIP BY CERTAIN BENEFICIAL OWNERS
[TO BE INSERTED FROM SPARTAN'S PROXY STATEMENT, WHEN FILED]
BOARD AND MANAGEMENT OWNERSHIP
[TO BE INSERTED FROM SPARTAN'S PROXY STATEMENT, WHEN FILED]
Annex B-1
P
R
O
X
Y
GOLD PROXY CARD APPENDIX
SPARTAN STORES, INC.
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS
[_________], 2005 AT [__:__ [a.m.][p.m.]] ([___________] TIME)
THIS PROXY IS SOLICITED BY THE LOEB ENTITIES AND
NOT BY THE BOARD OF DIRECTORS OF SPARTAN STORES, INC.
The undersigned shareholder of SPARTAN STORES, INC. hereby appoints
_____________ and _______________, and each of them, as attorneys and proxies,
each with power of substitution and revocation, to represent the undersigned at
the Annual Meeting of Shareholders of SPARTAN STORES, INC. to be held on
[_________], 2005, and at any adjournment, postponement or rescheduling thereof,
with authority to vote all shares held or owned by the undersigned in accordance
with the directions indicated herein.
This proxy, when properly executed, will cause your shares to be voted
as you direct. If you return this proxy, properly executed, without specifying a
choice, your shares will be voted "FOR" the nominees identified on the reverse
side.
(Continued and to be signed on the reverse side) See reverse side
Appendix-1
THE LOEB ENTITIES RECOMMEND A VOTE "FOR" THE NOMINEES LISTED BELOW.
1. Election of Directors.
NOMINEES: Eugene I. Davis and Timothy J. Bernlohr
-------------------------------- -------------------------------------
EUGENE I. DAVIS TIMOTHY J. BERNLOHR
--------------- -------------------
[ ] FOR [ ] FOR
[ ] AGAINST [ ] AGAINST
[ ] WITHHOLD AUTHORITY [ ] WITHHOLD AUTHORITY
to vote for such nominee to vote for such nominee
-------------------------------- -------------------------------------
2. Other Matters.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT,
POSTPONEMENT OR RESCHEDULING THEREOF AND IS UNKNOWN TO THE LOEB ENTITIES
AND ITS REPRESENTATIVES A REASONABLE TIME BEFORE THE COMMENCEMENT OF THE
LOEB ENTITIES' SOLICITATION OF PROXIES.
Date ______________________________ , 2005
------------------------------------------
Signature (Please sign exactly as your
name appears to the left)
------------------------------------------
Additional Signature (if held jointly)
------------------------------------------
Title
Please sign exactly as your name appears above. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. The signer hereby revokes all proxies previously given
by the signer to vote at the 2005 Annual Meeting of Shareholders of SPARTAN
STORES, INC., and any adjournment, postponement or rescheduling thereof.
Appendix-2