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