UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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 17, 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 41,529 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 31,250 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 41,529 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
31,250 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,779 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)
0.35%
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 PROCEEDINGS 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 883,420 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 883,420 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
883,420 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)
4.25%
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 82,020 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 82,020 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,020 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)
0.39%
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 132,374 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 132,374 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
132,374 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)
0.64%
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 48,049 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 48,049 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,049 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)
0.23%
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.
In light of the recent movement in the Issuer's stock price, on June 17,
2005 LPC sent a letter to the Issuer withdrawing its previous nominations of
Eugene I. Davis and Timothy J. Bernlohr for election to the Issuer's Board of
Directors at the next annual meeting of stockholders (or any such earlier
special meeting of stockholders at which directors are elected).
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock as
of June 17, 2005.
Shares of Common Stock
----------------------
Loeb Arbitrage Fund 883,420
Loeb Partners Corporation* 72,779
Loeb Offshore Fund Ltd. 82,020
Loeb Marathon Fund LP 132,374
Loeb Marathon Offshore Fund, Ltd. 48,049
----------
1,218,642
The total shares of Common Stock constitute 5.86% 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) Loeb Arbitrage Fund has the sole power to direct the vote and the sole power
to direct the disposition of the 883,420 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 41,529
shares of Common Stock that may be deemed to be beneficially owned by it and
shared power to direct the vote and direct the disposition of 31,250 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 82,020 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 132,374 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 48,049 shares of Common
Stock that may be deemed to be beneficially owned by it.
-------------------------
*Power is shared with respect to shares of Common Stock purchased and sold for
the account of one customer of Loeb Partners Corporation as to which it has
investment discretion.
(c) The following purchases and sales of Common Stock have been made since June
8, 2005:
Purchases of Common Stock
-------------------------
Holder Date Shares Average Price
Loeb Partners Corp.
None
Holder
Loeb Arbitrage Fund Date Shares Average Price
None
Holder
Loeb Offshore Fund Date Shares Average Price
None
Holder
Loeb Marathon Fund Date Shares Average Price
None
Holder
Loeb Marathon Offshore Date Shares Average Price
Fund Ltd.
None
Sales of Common Stock
---------------------
Holder Date Shares Average Price
Loeb Partners Corp.
06-14-05 511 13.47
06-14-05 385 13.47
06-15-05 90 13.80
06-15-05 641 13.80
06-16-05 681 14.61
06-16-05 512 14.61
Holder Date Shares Average Price
Loeb Arbitrage Fund
06-14-05 10,877 13.47
06-15-05 18,886 13.80
06-16-05 14,501 14.61
Holder Date Shares Average Price
Loeb Offshore Fund
06-14-05 1,010 13.47
06-15-05 1,682 13.80
06-16-05 1,346 14.61
Holder Date Shares Average Price
Loeb Marathon Fund 06-14-05 1,627 13.47
06-15-05 2,716 13.80
06-16-05 2,172 14.61
Holder Date Shares Average Price
Loeb Marathon Offshore
Fund
06-14-05 590 13.47
06-15-05 985 13.80
06-16-05 788 14.61
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 17, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
----------------------------------
Gideon J. King
Executive Vice President
June 17, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
----------------------------------
Gideon J. King
President
June 17, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
----------------------------------
Gideon J. King
Director
June 17, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
----------------------------------
Gideon J. King
President
June 17, 2005 Loeb Marathon Offshore Fund
By: /s/ Gideon J. King
----------------------------------
Gideon J. King
Director