UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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 14, 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 28,988 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 25,673 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 28,988 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
25,673 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,661 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)
0.27%
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 755,648 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 755,648 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,648 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)
3.68%
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 70,749 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 70,749 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,749 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)
0.34%
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 120,047 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 120,047 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
120,047 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)
0.59%
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 51,057 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 51,057 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,057 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)
0.25%
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"), 61 Broadway, New York, New York, 10006, 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, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, 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, 61
Broadway, New York, New York, 10006 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. 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). 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. Loeb's current position with respect to the Issuer is reflected in
the following letter that was sent to the Issuer's Board of Directors.
Attention: Board of Directors of Spartan Stores Inc.
Loeb Partners Corporation and affiliates own approximately 5.13% of Spartan
Stores Inc. It is our belief that Spartan is facing a fork in the road with
respect to the strategic direction of the company; Spartan can capitalize
immediately on the fact that it is a prime acquisition candidate, or it can
attempt to grow by expanding its small retail store base. In our view, and for a
number of reasons, Spartan should engage an investment banker to maximize
shareholder value by selling the company. We have asked Craig Sturken, the CEO
of Spartan, to present the board with our viewpoint. He promised only that he
would do so without intimating what the response will be. We are hopeful that
the response will be to activate the above-mentioned process, as any other
choice will likely result in the squandering of Spartan's free cash flow
generation.
From a strategic standpoint, Spartan has a state-of-the-art
distribution facility in Michigan, which would be attractive to large players in
the industry looking to expand their reach in the state. Based upon our
conversations with industry executives, Spartan's distribution business, in our
opinion, would garner strong interest in a sale process. Spartan's base of 75
stores is greatly reduced as a result of the companies' successful efforts to
restructure by eliminating lagging supermarkets. Again, based both upon
discussions with industry executives and an examination of the asset profiles of
large distribution companies in roughly the same geographic region, it is our
opinion that certain large integrated distribution companies would evince
interest in the totality of Spartan's assets. After all, it is only logical that
large regional players would want to dominate Michigan by buying a
well-operated, financially strong, company such as Spartan. It is only logical
that shareholders would receive a premium for this value.
From a financial value
perspective, Spartan can provide upside to its shareholders as long as the free
cash flow that the company is generating is not squandered in attempting a risky
acquisition program. In fact, we think Spartan is undervalued right now. Under
sound management, Spartan, by our estimation, will generate approximately $1.60
in free cash flow per share for the fiscal year 2005. While the free cash flow
will most likely decline in fiscal year 2006 due to a slowdown in working
capital cash generation, we nevertheless estimate $1.20 in free cash flow per
share, implying a 13% yield on a current stock price of $9.30. Spartan's current
stock price implies a 4.2 EV/EBITDA multiple using our 2006 EBITDA estimate of
approximately $60 million and year-end net debt of $60 million. If one simply
compares this multiple with the 5 to 6 times forward multiple of larger
competitors such as Supervalu and Nash Finch, it is plain to see that Spartan is
substantially undervalued, even adjusting for the greater size of the other
players. The company has not indicated that it plans to pay a dividend or effect
a self-tender, so we draw the conclusion that although the company continues to
de-leverage, it has no plan to maximize shareholder value. Recent history is
littered with examples of great difficulty in supermarket expansion. In fact,
large distribution companies such as Nash Finch have only recently recovered
from excessive expansion in the supermarket space; Nash Finch was forced to
greatly reduce its retail store space in order to restructure in a profitable
manner. Expanding in the supermarket space is a capital intensive proposition
which can call for substantial renovation and maintenance capital expenditures.
Witness the fact that approximately 65 to 70% of Spartan's projected fiscal year
05 capital expenditure program comes from the retail business. Why play Russian
roulette with the fruits of the companies' well-engineered restructuring
program? Why use a relatively secure free cash flow stream to finance risky bets
on expanding a small base of supermarkets and discount stores? We congratulate
management on turning the company around, but we urge the board to understand
that the Food Distribution Industry isconsolidating and that irons must be
struck when they are hot.
In speaking with industry executives, we understand
that distribution and retail market assets are trading for approximately 5-7 and
6-8 multiples of EBITDA respectively. Applying a 6.5x multiple to our estimate
for FY 2006 Distribution EBITDA and a paltry 4.5x to Retail EBITDA would produce
a private market value of over $13 a share after subtracting our estimate of
year end 2006 net debt. To arrive at anything near this satisfying per share
value in a retail growth scenario, we needed to apply low discount rates to
future cash flows, assuming that Spartan acquires $300,000,000 of supermarket
revenue over the next three years at approximately 2% EBITDA margins. In our
model, we gave this skilled management team credit with margin expansion in
managing these acquired assets. While the details would require a longer letter
than the one in front of you, we are ready to meet with the board and provide an
explication of our math. Here is the bottom line: one must force the numbers in
a discounted cash flow model to arrive at the same present value per share
produced by a sale of the company to a strategic, or even financial partner. The
restructuring is basically over, and the path we suggest is clear; a sale is a
simple way to create substantial value for this company without suffering the
vicissitudes of risky expansion in the face of the growing penetration of
entities such as Wal-Mart Stores, Inc. which take care of their own
distribution. Moving out of Michigan would entail great risk and might imperil
our cash flow.
We are not in favor of contentious public battles with companies
in which we have an ownership stake. We do not take public letters lightly.
Further, we do not hesitate in again congratulating this management team in
nursing this company back to health. We do, however, feel strongly that the
company is in the fortunate position of a having one good and plausible option:
a sale of the company to the highest bidder. We trust this board will perform
its fiduciary duties with care and hire an advisor to immediately begin this
process. The next phase is here. We are available to meet with the board and
management at any time.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of
Common Stock as of February 8, 2005.
Shares of Common Stock
Loeb Arbitrage Fund 755,648
Loeb Partners Corporation* 55,661
Loeb Offshore Fund Ltd. 70,749
Loeb Marathon Fund LP 120,047
Loeb Marathon Offshore Fund, Ltd. 51,057
----------
1,052,162
The total shares of Common Stock constitutes 5.13% of the 20,516,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 25,673 shares of Common Stock purchased 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.*
12-28-04 159 $5.82
12-29-04 735 6.08
12-30-04 798 6.28
12-31-04 1020 6.51
12-31-04 798 6.29
01-03-05 1470 6.50
01-04-05 350 6.36
01-13-05 1682 6.92
01-14-05 1198 7.01
01-14-05 109 6.38
01-18-05 2705 7.68
01-19-05 2705 7.68
01-20-05 3375 7.40
01-21-05 1682 7.49
01-24-05 1688 7.04
01-26-05 443 6.95
01-27-05 3209 7.41
01-28-05 4407 7.74
01-31-05 3186 7.98
02-01-05 3677 8.28
02-02-05 4814 8.65
02-03-05 2581 8.82
02-04-05 6710 9.01
02-07-05 2575 9.24
02-09-05 3378 8.92
02-10-05 1204 8.81
02-11-05 1051 8.85
02-15-05 167 9.30
02-16-05 288 9.26
Holder Date Shares Average Price
Loeb Arbitrage Fund
12-28-04 1950 $5.820
12-29-04 8978 6.076
12-30-04 9747 6.283
12-31-04 12466 6.505
12-31-04 9747 6.286
01-03-05 17955 6.505
01-04-05 4275 6.364
01-13-05 20550 6.915
01-14-05 17678 7.014
01-14-05 1319 6.378
01-18-05 34086 7.678
01-19-05 34086 7.680
01-20-05 42625 7.398
01-21-05 21387 7.491
01-24-05 21312 7.045
01-26-05 5590 6.952
01-27-05 40543 7.408
01-28-05 55669 7.735
01-31-05 40238 7.983
02-01-05 46443 8.281
02-02-05 80039 8.653
02-03-05 33943 8.818
02-04-05 49889 9.011
02-07-05 62217 9.240
02-08-05 14217 9.168
02-09-05 47140 8.915
02-10-05 16596 8.810
02-11-05 14659 8.852
02-11-05 200 8.783
02-14-05 27147 9.341
02-14-05 409 9.174
02-15-05 2344 9.302
02-16-05 4027 9.259
Holder Date Shares Average Price
Loeb Offshore Fund
12-28-04 171 $5.82
12-29-04 787 6.08
12-30-04 855 6.28
12-31-04 1094 6.51
12-31-04 855 6.29
01-03-05 1575 6.50
01-04-05 375 6.36
01-13-05 1802 6.92
01-14-05 2124 7.01
01-14-05 115 6.38
01-18-05 3209 7.68
01-19-05 3209 7.68
01-20-05 4000 7.40
01-21-05 2006 7.49
01-24-05 2000 7.04
01-26-05 525 6.95
01-27-05 3805 7.41
01-28-05 5224 7.74
01-31-05 3776 7.98
02-01-05 4358 8.28
02-02-05 7378 8.65
02-03-05 3176 8.82
02-04-05 1750 9.01
02-07-05 8806 9.24
02-08-05 1482 9.16
02-09-05 4411 8.92
02-10-05 1571 8.81
02-11-05 1372 8.85
02-14-05 2370 9.34
02-14-05 36 9.17
02-15-05 219 9.30
02-16-05 377 9.26
Holder Date Shares Average Price
Loeb Marathon Fund 12-28-04 890 $5.82
12-29-04 4099 6.08
12-30-04 4988 6.28
12-31-04 4988 6.51
12-31-04 5771 6.29
01-03-05 8312 6.50
01-04-05 2969 6.36
01-05-05 5129 6.41
01-06-05 934 6.41
01-10-05 4398 6.21
01-11-05 1759 6.36
01-11-05 10628 6.37
01-12-05 1349 6.51
01-12-05 10528 6.37
01-13-05 222 6.92
01-14-05 900 7.01
01-14-05 8985 6.38
01-18-05 6425 7.68
01-19-05 6425 7.68
01-20-05 6428 7.40
01-21-05 4821 7.49
01-24-05 6046 7.04
01-25-05 844 7.06
01-26-05 4215 6.95
01-27-05 22458 7.41
02-01-05 779 8.28
02-02-05 1325 8.65
02-04-05 836 9.01
02-07-05 1045 9.24
02-08-05 226 9.16
02-09-05 787 8.92
02-10-05 5002 8.81
02-11-05 4432 8.85
02-14-05 4241 9.34
02-14-05 64 9.17
02-15-05 821 9.30
02-16-05 286 9.26
Holder Date Shares Average Price
Loeb Marathon Offshore 12-28-04 630 $5.82
Fund 12-29-04 2901 6.08
12-30-04 2612 6.28
12-31-05 3949 6.51
12-31-04 2612 6.29
01-03-05 5688 6.50
01-04-05 2031 6.36
01-05-05 4871 6.41
01-06-05 3937 6.41
01-10-05 3102 6.21
01-11-05 1241 6.36
01-13-05 1581 6.91
01-14-05 500 7.01
01-18-05 3575 7.68
01-19-05 3575 7.68
01-20-05 3572 7.40
01-21-05 2679 7.49
01-24-05 3360 7.04
01-26-04 2342 6.95
02-01-05 332 8.28
02-01-05 1739 8.31
02-02-05 557 8.65
02-04-05 356 9.01
02-07-05 457 9.24
02-08-05 95 9.16
02-09-05 334 8.92
02-10-05 2128 8.81
02-11-05 1886 8.85
02-14-05 1804 9.34
02-14-05 26 9.17
02-15-05 349 9.26
Sales of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 12-31-04 798 $6.28
01-19-05 2705 7.68
Holder Date Shares Average Price
Loeb Arbitrage Fund 12-31-05 9747 $6.283
01-19-05 34086 7.678
Holder Date Shares Average Price
Loeb Offshore Fund 12-31-05 855 $6.28
01-19-05 3209 7.68
Holder Date Shares Average Price
Loeb Marathon Fund 12-31-04 4988 $6.28
01-12-05 10628 6.37
01-14-05 10528 6.37
01-19-05 6425 7.68
02-01-05 1739 8.28
Holder Date Shares Average Price
Loeb Marathon Offshore 12-31-04 2612 $6.28
Fund 01-06-05 4871 6.41
01-19-05 3575 7.67
01-25-05 844 7.03
01-31-05 1984 7.93
--------------------
*Including 25,673 shares of Common Stock purchased for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
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.
None.
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 17, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
February 17, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
February 17, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
February 17, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
February 17, 2005 Loeb Marathon Offshore Fund
By: /s/ Gideon J. King
Director