UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
September 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 44,760 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 33,695 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 44,760 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
33,695 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,455 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)
0.38%
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 947,433 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 947,433 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
947,433 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)
4.62%
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 88,419 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 88,419 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,419 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)
0.43%
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 126,083 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 126,083 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,083 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)
0.61%
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 80,611 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 80,611 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,611 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)
0.40%
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.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a)The persons reporting hereby owned the following shares of Common Stock as
of June 30, 2005. Shares of Common Stock
Loeb Arbitrage Fund 947,433
Loeb Partners Corporation* 78,455
Loeb Offshore Fund Ltd. 88,419
Loeb Marathon Fund LP 126,083
Loeb Marathon Offshore Fund, Ltd. 80,611
-----------
1,321,001
The total shares of Common Stock constitute 6.44% of the 20,516,000 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 947,433 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 44,760
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 33,695 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 88,419 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 126,083 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 80,611 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:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp. 07-21-05 14414 $11.28
07-22-05 2007 11.21
07-22-05 1880 11.20
07-25-05 2208 11.05
07-25-05 1830 11.01
07-26-05 1495 11.42
07-26-05 1806 11.51
07-27-05 149 11.81
07-28-05 1987 11.88
08-01-05 3663 12.10
08-02-05 1049 12.36
08-03-05 1432 12.35
08-04-05 1239 12.29
08-05-05 1031 12.28
08-08-05 2317 11.98
08-09-05 2103 11.68
08-10-05 591 11.86
08-11-05 245 11.86
08-12-05 272 11.78
08-16-05 367 11.76
08-18-05 189 11.36
08-22-05 148 11.04
08-25-05 591 10.50
08-29-05 1052 10.29
08-30-05 1669 10.17
Holder Date Shares Average Price
Loeb Arbitrage Fund 07-21-05 174960 $11.28
07-22-05 18145 11.19
07-22-05 29038 11.21
07-25-05 26803 11.05
07-25-05 22209 11.01
07-26-05 18155 11.42
07-26-05 51054 11.51
07-27-05 1819 11.81
07-28-05 24121 11.87
08-01-05 44459 12.10
08-02-05 12723 12.36
08-04-05 15045 12.29
08-05-05 12517 12.28
08-08-05 28142 11.98
08-09-05 25257 11.80
08-09-05 1 12.25
08-10-05 7179 11.86
08-11-05 2978 11.86
08-12-05 3297 11.78
08-06-05 4446 11.75
08-18-05 2297 11.35
08-22-05 1795 11.04
08-25-05 7169 10.50
08-29-05 7768 10.29
08-30-05 20245 10.16
Holder Date Shares Average Price
Loeb Offshore Fund 07-21-05 16243 $11.28
07-22-05 2695 11.21
07-22-05 1685 11.19
07-25-05 1316 11.01
07-25-05 2489 11.05
07-25-05 2061 11.01
07-26-05 1685 11.42
07-26-05 1316 11.01
07-26-05 4740 11.51
07-26-05 1685 11.42
07-27-05 169 11.81
07-28-05 2239 11.87
08-01-05 4128 12.10
08-02-05 1182 12.36
08-04-05 1397 12.29
08-05-05 1162 12.28
08-08-05 2612 11.98
08-09-05 2370 11.67
08-10-05 665 11.86
08-11-05 277 11.86
08-12-05 306 11.78
08-16-05 412 11.75
08-18-05 213 11.35
08-22-05 167 11.04
08-25-05 665 10.50
08-29-05 1180 10.29
08-30-05 1880 10.16
Holder Date Shares Average Price
Loeb Marathon Fund 07-21-05 23396 $11.28
07-22-05 3892 11.16
07-22-05 2435 11.19
07-22-05 100 10.99
07-25-05 2584 11.01
07-25-05 34 11.19
07-25-05 3975 11.05
07-26-05 2427 11.21
07-26-05 5912 11.51
07-26-05 3069 11.05
07-27-05 2427 11.42
07-28-05 1889 11.87
08-01-05 5068 12.10
08-02-05 3710 12.36
08-03-05 2276 12.35
08-03-05 194 12.36
08-04-05 1439 12.29
08-05-05 3233 12.28
08-08-05 3718 11.98
08-09-05 10611 11.68
08-10-05 1012 11.86
08-11-05 970 11.86
08-12-05 469 11.78
08-16-05 630 11.75
08-18-05 324 11.35
08-22-05 252 11.04
08-25-05 1020 10.50
08-29-05 3233 10.29
08-30-05 616 10.16
09-01-05 2067 10.54
Holder Date Shares Average Price
Loeb Marathon Offshore 07-21-05 11969 $11.28
Fund Ltd. 07-22-05 1983 12.21
07-22-05 1240 11.19
07-25-05 2025 11.05
07-25-05 1206 11.19
07-26-05 3011 11.51
07-26-05 1238 11.42
07-26-05 906 11.05
07-26-05 1316 11.01
07-26-05 3011 11.51
07-27-05 126 11.81
07-28-05 3111 11.87
07-28-05 237 11.81
08-01-05 2770 12.10
08-02-05 1728 12.36
08-03-05 1244 12.35
08-03-05 1728 12.36
08-04-05 786 12.29
08-05-05 1767 12.28
08-08-05 2032 11.98
08-09-05 5800 11.68
08-10-05 553 11.86
08-11-05 530 11.86
08-12-05 256 11.78
08-16-05 345 11.75
08-18-05 177 11.35
08-22-05 138 11.04
08-25-05 555 10.50
08-29-05 1767 10.29
08-30-05 336 10.16
08-31-05 9634 10.25
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
06-21-05 328 13.95
06-21-05 1448 13.95
06-22-05 862 13.96
06-23-05 2667 14.06
06-24-05 834 14.22
06-27-05 107 14.29
06-29-05 2099 14.45
06-30-05 4077 14.65
07-01-05 598 14.48
07-05-05 1411 14.66
07-06-05 2990 14.70
07-07-05 2392 14.87
07-08-05 3284 15.17
07-11-05 4486 15.38
07-12-05 1849 15.41
07-12-05 7305 15.32
07-13-05 1304 14.42
07-15-05 897 14.27
07-18-05 979 14.37
07-20-05 1197 14.34
07-20-05 1344 14.33
07-28-05 154 11.81
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
06-21-05 17578 13.94
06-21-05 3988 13.94
06-22-05 10466 13.96
06-23-05 32377 14.05
06-24-05 10124 14.21
06-27-05 1310 14.28
06-29-05 25478 14.45
06-30-05 49495 14.65
07-01-05 7258 14.48
07-05-05 17128 14.66
07-06-05 36300 14.70
07-07-05 29038 14.87
07-08-05 39853 15.16
07-11-05 54447 15.38
07-12-05 88667 15.32
07-12-05 22431 15.40
07-13-05 15827 14.42
07-15-05 10892 14.27
07-20-05 9074 14.36
07-20-05 21781 14.32
07-28-05 1889 11.81
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
06-21-05 1632 13.94
06-21-05 370 13.94
06-22-05 972 13.96
06-23-05 3006 14.05
06-24-05 940 14.21
06-27-05 121 14.28
06-29-05 2365 14.45
06-30-05 4595 14.65
07-01-05 674 14.48
07-05-05 1590 14.66
07-06-05 3370 14.70
07-07-05 2695 14.87
07-08-05 3700 15.16
07-11-05 5055 15.38
07-12-05 2083 15.40
07-12-05 8232 15.32
07-13-05 1469 14.42
07-15-05 1011 14.26
07-18-05 1092 14.37
07-20-05 2022 14.32
07-20-05 843 14.36
07-26-05 1316 11.01
07-28-05 175 11.81
Holder Date Shares Average Price
Loeb Marathon Fund 06-14-05 1627 13.47
06-15-05 2716 13.80
06-16-05 2172 14.61
06-21-05 598 13.94
06-21-05 2625 13.94
06-22-05 2200 13.96
06-23-05 4850 14.05
06-24-05 2500 14.21
06-28-05 300 14.28
06-30-05 5200 14.49
06-30-05 19573 14.55
06-30-05 11000 14.65
07-01-05 966 14.48
07-05-05 1365 14.66
07-06-05 4867 14.70
07-07-05 68 14.70
07-07-05 3959 14.87
07-08-05 5280 15.16
07-11-05 7295 15.38
07-12-05 3006 15.40
07-12-05 11881 15.32
07-13-05 2120 14.42
07-15-05 1457 14.27
07-18-05 1577 14.37
07-20-05 2918 14.32
07-20-05 1216 14.36
07-26-05 3975 11.05
07-28-05 237 11.81
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
06-21-05 216 13.94
06-21-05 964 13.94
06-23-05 1750 14.05
06-30-05 9573 14.58
07-01-05 504 14.48
07-05-05 2135 14.66
07-07-05 2405 14.70
07-07-05 1916 14.87
07-08-05 2791 15.16
07-11-05 3717 15.38
07-12-05 1531 15.40
07-12-05 6052 15.32
07-13-05 1080 14.42
07-15-05 743 14.26
07-18-05 803 14.37
07-20-05 1486 14.32
07-20-05 619 14.36
07-25-05 1240 11.19
07-28-05 282 11.81
09-01-05 2067 10.51
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.
Sept. 8, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
Sept. 8, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
Sept. 8, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
Sept. 8, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
Sept. 8, 2005 Loeb Marathon Offshore Fund
By: /s/ Gideon J. King
Director