UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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 17, 2006
(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 29,354 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 29,354 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,354 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)
0.14%
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 666,752 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 666,752 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,752 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)
3.25%
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 123,902 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 123,902 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
123,902 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)
0.60%
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 101,383 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 101,383 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,383 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)
0.49%
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 60,901 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,901 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,901 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)
0.30%
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 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.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock as
of October 5, 2005. Shares of Common Stock
Loeb Arbitrage Fund 666,752
Loeb Partners Corporation 29,354
Loeb Offshore Fund Ltd. 123,902
Loeb Marathon Fund LP 101,383
Loeb Marathon Offshore Fund, Ltd. 60,901
---------
982,292
The total shares of Common Stock constitute 4.79% of the 20,516,000 outstanding
shares of Common Stock as reported by the Issuer.
(a) Loeb Arbitrage Fund has the sole power to direct the vote and the sole power
to direct the disposition of the 666,752 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 29,354
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 123,902 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 101,383
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 60,901 shares of Common Stock that may be
deemed to be beneficially owned by it.
(b) The following sales of Common Stock have been made since Loeb's last filing
on October 3, 2005:
Sales of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp. 01-04-06 401 $10.68
01-04-06 1203 10.69
01-06-06 61 10.72
01-09-06 512 10.71
01-09-06 497 10.73
01-12-06 165 10.61
01-13-06 417 10.53
01-17-06 444 10.72
01-18-06 485 10.62
01-19-06 695 10.85
01-20-06 467 10.82
01-24-06 455 10.93
01-24-06 172 11.35
01-25-06 1453 11.59
01-26-06 2321 11.47
01-30-06 337 11.85
01-30-06 322 11.64
01-31-06 451 11.83
02-01-06 751 11.80
02-02-06 907 11.50
02-03-06 627 11.67
02-06-06 179 11.68
02-07-06 4 11.63
02-09-06 1046 11.59
02-10-06 834 11.57
02-13-06 209 11.65
02-14-06 331 11.69
02-15-06 198 11.76
02-16-06 240 11.83
02-17-06 330 11.94
02-21-06 300 11.98
02-22-06 448 12.03
02-23-06 374 12.12
Holder Date Shares Average Price
Loeb Arbitrage Fund 01-04-06 16896 $10.69
01-04-06 4886 10.68
01-06-06 406 10.73
01-09-06 7419 10.68
01-09-06 5515 10.77
01-12-06 2025 10.60
01-13-06 5085 10.53
01-17-06 5422 10.72
01-18-06 5921 10.61
01-19-06 8466 10.84
01-20-06 5688 10.81
01-21-06 5553 10.93
01-24-06 2101 11.35
01-25-06 17725 11.58
01-30-06 7303 11.64
01-30-06 7651 11.84
01-30-06 7303 11.64
01-31-06 10236 11.84
02-01-06 17057 11.99
02-02-06 18943 11.50
02-03-06 14369 11.66
02-06-06 4074 11.68
02-07-06 81 11.63
02-09-06 23759 11.59
02-10-06 18946 11.57
02-13-06 4757 11.65
02-14-06 7520 11.68
02-15-06 4489 11.76
02-16-06 5435 11.82
02-17-06 7475 11.93
02-21-06 6796 11.98
02-22-06 10169 12.03
02-23-06 8488 12.11
Holder Date Shares Average Price
Loeb Offshore Fund 01-04-06 738 $10.68
01-04-06 61 10.73
01-09-06 833 10.77
01-09-06 380 10.68
01-12-06 306 10.60
01-13-06 768 10.53
01-17-06 819 10.72
01-18-06 894 10.61
01-19-06 1279 10.84
01-20-06 860 10.81
01-24-06 838 10.93
01-24-06 317 11.35
01-25-06 2677 11.58
01-26-06 4255 11.46
01-30-06 1310 11.64
01-30-06 1373 11.84
01-31-06 1838 11.83
02-02-06 3062 11.99
02-03-06 2504 11.66
02-06-06 757 11.68
02-07-06 15 11.62
02-09-06 4415 11.59
02-10-06 3520 11.57
02-13-06 884 11.65
02-14-06 1398 11.68
02-15-06 834 11.76
02-16-06 1010 11.82
02-17-06 1390 11.93
02-21-06 1264 11.98
02-22-06 1890 12.03
02-23-06 1578 12.11
Holder Date Shares Average Price
Loeb Marathon Fund LP 01-04-06 912 $10.68
01-04-06 2093 10.69
01-09-06 1016 10.68
01-09-06 865 10.77
01-13-06 762 10.53
01-17-06 814 10.72
01-18-06 124 10.61
01-19-06 1276 1.84
01-20-06 858 10.81
01-24-06 315 11.35
01-24-06 840 10.93
01-25-06 2676 11.58
01-26-06 805 11.46
01-30-06 1146 11.84
01-30-06 1094 11.64
01-31-06 1533 11.83
02-01-06 2580 11.99
02-02-06 1444 11.50
02-03-06 2186 11.66
02-06-06 618 11.68
02-09-06 3610 11.59
02-10-06 2873 11.57
02-13-06 718 11.65
02-14-06 1140 11.68
02-15-06 680 11.76
02-16-06 821 11.82
02-17-06 1127 11.93
02-21-06 1024 11.98
02-22-06 1557 12.03
02-23-06 1287 12.11
Holder Date Shares Average Price
Loeb Marathon Offshore 01-04-06 1472 $10.69
Fund Ltd. 01-04-06 563 10.84
01-09-06 535 10.77
01-09-06 628 10.68
01-12-06 490 10.60
01-13-06 468 10.53
01-17-06 501 10.72
01-18-06 76 10.61
01-19-06 784 10.84
01-20-06 527 10.81
01-24-06 195 11.35
01-24-06 515 10.93
01-25-06 1644 11.58
01-26-06 495 11.46
01-30-06 704 11.84
01-30-06 671 11.64
01-31-06 942 11.83
02-01-06 1550 11.99
02-02-06 2486 11.50
02-03-06 1314 11.66
02-06-06 372 11.68
02-09-06 2170 11.58
02-10-06 1727 11.57
02-13-06 432 11.65
02-14-06 685 11.68
02-15-06 408 11.76
02-16-06 494 11.82
02-17-06 678 11.93
02-21-06 616 11.98
02-22-06 936 12.03
02-23-06 773 12.11
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.
February 24, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
February 24, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
February 24, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
February 24, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
February 24, 2005 Loeb Marathon Offshore Fund
By: /s/ Gideon J. King
Director