UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
April 27, 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
7 SOLE VOTING POWER
NUMBER OF 49,953 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 38,441 Shares of Common stock
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 49,953 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
38,441 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,394 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, 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
7 SOLE VOTING POWER
NUMBER OF 1,082,764 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,082,764 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,764 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)
5.28%
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
7 SOLE VOTING POWER
NUMBER OF 101,042 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 101,042 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,042 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*
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
7 SOLE VOTING POWER
NUMBER OF 161,462 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 161,462 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
161,462 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)
0.78%
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
7 SOLE VOTING POWER
NUMBER OF 59,897 Shares of Common stock
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 59,897 Shares of Common stock
WITH
10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,897 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)
0.29%
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 using
working capital and are held 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 actions that we believe the Issuer should consider (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. As we believe this acts as an inappropriate gating factor to
communication and consideration of matters at annual meetings, on April 11, 2005
LPC 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 filed as exhibits hereto.
On April 27, 2005, a preliminary proxy statement on Schedule 14A (the
"Preliminary Proxy Statement") soliciting proxies for the election of Messrs.
Davis and Bernlohr to the Issuer's Board of Directors was filed with the
Commission. Information regarding the participants in any solicitation that
would be conducted is contained in the Preliminary Proxy Statement which is
available on the Commission's website. The filing of this Schedule 13D shall not
be considered a solicitation of proxies which shall only be conducted pursuant
to definitive proxy materials (which shall be filed with the Commission and
should be read by shareholders as it will contain important information) if and
when made available.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common
Stock as of April 27, 2005.
Shares of Common Stock
Loeb Arbitrage Fund 1,082,764
Loeb Partners Corporation* 88,394
Loeb Offshore Fund Ltd. 101,042
Loeb Marathon Fund LP 161,462
Loeb Marathon Offshore Fund, Ltd. 59,897
----------
1,493,559
The total shares of Common Stock constitute 7.28% of the 20,515,591 outstanding
shares of Common Stock as reported by the Issuer.
-------------------------
*Including 40,946 shares of Common Stock purchased and 2,505 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
Loeb Partners Corp. Date Shares Average Price
02-28-05 524 10.08
03-01-05 388 10.41
03-02-05 5 10.75
03-07-05 4490 10.92
03-07-05 23 10.67
03-08-05 55 10.66
03-08-05 12 10.67
03-10-05 800 10.69
03-11-05 7638 9.90
03-11-05 308 10.46
03-14-05 13 10.26
03-16-05 801 10.91
03-17-05 10758 10.95
03-18-05 643 11.09
03-21-05 1126 11.14
03-22-05 727 11.09
03-28-05 149 10.69
03-29-05 177 10.75
03-30-05 159 10.41
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
02-28-05 7299 10.07
03-01-05 5406 10.41
03-02-05 4596 10.41
03-02-05 79 10.75
03-07-05 62688 10.92
03-07-05 327 10.67
03-08-05 773 10.66
03-10-05 11170 10.69
03-11-05 98027 9.90
03-11-05 4291 10.45
03-14-05 171 10.26
03-16-05 1169 10.42
03-17-05 3343 10.95
03-18-05 7887 11.08
03-21-05 13797 11.13
03-22-05 8915 11.09
03-28-05 3,122 10.67
03-29-05 100 10.74
03-29-05 3,837 10.75
03-30-05 3,458 10.41
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
02-28-05 683 10.07
03-01-05 506 10.41
03-02-05 7 10.75
03-07-05 5864 10.92
03-07-05 31 10.67
03-08-05 72 10.66
03-10-05 1050 10.69
03-11-05 9149 9.90
03-11-05 401 10.46
03-14-05 16 10.26
03-16-05 1045 10.90
03-18-05 720 11.08
03-21-05 1259 11.13
03-22-05 813 11.09
03-28-05 294 10.68
03-29-05 350 10.76
03-30-05 315 10.41
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
02-28-05 106 10.07
02-28-05 387 9.98
02-28-05 38 10.07
03-01-05 300 10.41
03-02-05 810 10.41
03-07-05 3674 10.92
03-07-05 51 10.67
03-08-05 74 10.66
03-10-05 734 10.69
03-10-05 58 10.92
03-11-05 1470 9.90
03-16-05 734 10.90
03-17-05 717 10.95
03-18-05 514 11.08
03-21-05 895 11.13
03-22-05 578 11.09
03-28-05 308 10.68
03-29-05 368 10.76
03-30-05 735 10.41
03-30-05 3800 10.24
03-30-05 265 10.41
03-31-05 220 10.29
03-31-05 353 10.23
03-31-05 147 10.24
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
02-28-05 38 10.08
03-07-05 1326 10.92
03-07-05 19 10.67
03-08-05 26 10.66
03-10-05 1268 10.92
03-10-05 266 10.69
03-11-05 530 9.90
03-16-05 266 10.90
03-17-05 283 10.95
03-18-05 186 11.08
03-21-05 323 11.13
03-22-05 208 11.09
03-28-05 112 10.68
03-29-05 132 10.76
03-30-05 265 10.41
03-30-05 3800 10.25
03-31-05 147 10.23
03-31-05 80 10.29
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
Loeb Partners Corp. Date Shares Average Price
03-01-05 1240 10.89
04-06-05 175 10.69
04-12-05 20 10.72
Holder
Loeb Arbitrage Fund Date Shares Average Price
03-01-05 811 10.88
03-02-05 5406 10.41
04-06-05 4300 10.69
04-12-05 426 10.72
Holder
Loeb Offshore Fund Date Shares Average Price
03-01-05 179 10.88
04-06-05 346 10.69
04-12-05 39 10.72
Holder
Loeb Marathon Fund Date Shares Average Price
04-01-05 3800 10.24
04-06-05 367 10.69
Holder
Loeb Marathon Offshore
Fund Date Shares Average Price
02-28-05 387 9.98
02-28-05 38 10.07
02-28-05 122 9.25
03-01-05 70 10.88
03-10-05 1326 10.92
03-30-05 265 10.41
03-31-05 147 10.23
04-06-05 133 10.69
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.
Exhibit A. Joint Filing Agreement, dated as of February 17, 2005, by and
among Loeb Partners Corporation, Loeb Arbitrage Fund, Loeb
Offshore Fund Ltd., Loeb Marathon Fund LP and Loeb Marathon
Offshore Fund.
Exhibit B. Letter to the Issuer, dated March 30, 2005.
Exhibit C. Notice of Nomination of Director Candidates, dated April 1, 2005.
Exhibit D. Letter to the Issuer dated, April 11, 2005.
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.
April 28, 2005 Loeb Partners Corporation
By: /s/ Gideon J. King
Executive Vice President
April 28, 2005 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
April 28, 2005 Loeb Offshore Fund Ltd.
By: /s/ Gideon J. King
Director
April 28, 2005 Loeb Marathon Fund LP
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Gideon J. King
President
April 28, 2005 Loeb Marathon Offshore Fund
By: /s/ Gideon J. King
Director
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with respect to
the Common Stock of Spartan Stores, Inc., dated as of February 17, 2005, is, and
any amendments thereto (including amendments on Schedule 13G) signed by each of
the undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934.
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
EXHIBIT B
March 30, 2005
Spartan Stores Inc.
C/O Warner, Norcross & Judd LLP
111 Lyon St.
900 Fifth Third Blvd.
Attn: Alex DeYonker, Secretary
C/O Gordon Lewis
Dear Alex:
Pursuant to Article V.C. of the Restated Articles of Incorporation of Spartan
Stores, Inc., Loeb Partners Corporation and affiliates* are recommending that
EUGENE I. DAVIS, currently residing at 5 Canoe Brook Drive, Livingston, New
Jersey 07039 be nominated to fill the vacancy created in the Board of Directors
by the resignation of Gregory Josefowicz and serve in such capacity throughout
the remainder of his Board term. Mr. Davis's address, occupation and employment
history are listed on the attached resume. Mr. Davis is fifty (50) years old and
currently owns no shares of Spartan Stores, Inc. Mr. Davis is willing to be
nominated to such position.
Sincerely,
/s/ Gideon J. King
Gideon J. King
Loeb Partners Corporation
Loeb Arbitrage Fund
Loeb Offshore Fund
Loeb Marathon Fund
Loeb Marathon Offshore Fund
*Evidence of share ownership in Spartan Stores Inc. may be reviewed by Form 13D
filed with the Securities and Exchange Commission by Loeb Partners Corporation
and its affiliates on March 24, 2005
EXHIBIT C
LOEB PARTNERS CORPORATION
61 Broadway
New York, New York 10006
April 1, 2005
Via Facsimile and Overnight Delivery
------------------------------------
Spartan Stores Inc.
c/o Warner, Norcross & Judd LLP
111 Lyon St. NW
900 Fifth Third Center
Grand Rapids, Michigan 49503-2487
Attn: Alex DeYonker, Secretary
c/o Gordon Lewis
Fax: (616) 752-2500
Notice of Nomination of
-----------------------
Director Candidates
-------------------
Dear Sir or Madam:
We currently hold shares of common stock of Spartan Stores, Inc., a Michigan
corporation (the "Company"). The address of our principal executive offices is
Loeb Partners Corporation, 61 Broadway, New York, New York 10006. Our telephone
number is (212) 483-7023.
We hereby nominate the following individuals for election to the Board of
Directors of the Company at the next annual meeting of stockholders (or any such
earlier special meeting of stockholders at which directors are elected):
Eugene I. Davis
Timothy J. Bernlohr.
We are nominating individuals who we believe are well qualified candidates to
serve on the Board. We intend to appear in person or by proxy at the meeting
where the election of directors is next considered.
Attached as Attachments A and B hereto, and by this reference incorporated in
this Notice, is the biographical information for Messrs. Davis and Bernlohr
required by the Company's Restated Articles of Incorporation as filed with the
Securities and Exchange Commission (the "Articles"). Neither Mr. Davis nor Mr.
Bernlohr beneficially own any shares of capital stock of the Company.
We have no agreements or understandings with Messrs. Davis and Bernlohr and/or
any other person or persons pursuant to which the nominations of Messrs. Davis
and Bernlohr are being made by us. We intend to cover all costs of any proxy
solicitation by us, if such a solicitation should become necessary and be
commenced, and it is not anticipated that any monetary contribution will be
sought from or provided by Messrs. Davis and Bernlohr.
Messrs. Davis and Bernlohr have each consented to stand for election, to being
named in the proxy statement as a nominee, and to serve as a director, if
elected
It is our belief that we have now complied with all of the requirements of the
Articles with respect to the nomination of directors. We will provide you with
any other information that you reasonably request in connection with such
nominees. Please be advised, however, that, notwithstanding our compliance with
the requirements of the Articles, neither the delivery of this notice in
accordance with the terms of the Articles nor the delivery of any additional
information, if any, provided by us from and after the date hereof shall be
deemed to constitute an admission by us of the legality or enforceability of the
requirements of the Articles or a waiver by us of our right to, in any way,
contest or challenge the enforceability thereof.
Thank you for your time and cooperation.
Very truly yours
LOEB PARTNERS CORPORATION
By: /s/ Michael Emanuel
------------------------------
Michael Emanuel
Senior Vice President
Attachment A
Eugene I. Davis, 49, is the Chairman and Chief Executive Officer of
Piranate Consulting Group, L.L.C., a privately held consulting firm specializing
in crisis and turn-around management, merger and acquisition consulting, hostile
and friendly takeovers, proxy contests and strategic planning advisory services
for public and private business entities. Mr. Davis was Chairman, Chief
Executive Officer and President of RBX Industries Inc. from August 2001 to
December 2003, after having been appointed Chief Restructuring Officer in
January 2001. From January 2000 through August 2001, Mr. Davis was Chairman and
Chief Executive Officer of Murdock Communications Corp., a Nasdaq listed
company. From May 1999 through June 2001, he was the Chief Executive Officer of
SmarTalk Teleservices, Inc., which had filed a petition under Chapter 11 of the
Federal Bankruptcy Code in March 1999. He was Chief Operating Officer of
TotalTel USA Communications, Inc. from 1998 to 1999. He is the Chairman of the
Board of Directors of Atlas Air Worldwide Holdings, Inc., an international air
cargo, charter and service business. He is a also a director of Exide
Technologies, Inc., Metals USA, Inc., Metrocall Holdings, Inc., Knology, Inc.,
Tipperary Corporation and iCPS, Inc. In addition, he is a member of the Board of
Advisors of PPM America Special Investment Funds.
The entities set forth above are not a parent, subsidiary or other
affiliate of Spartan Stores, Inc. (the "Company"). Mr. Davis does not hold any
position or offices with the Company.
Mr. Davis' business address and residence address is 5 Canoe Brook
Drive, Livingston, New Jersey 07039.
Attachment B
Timothy J. Bernlohr, 46, is the President and Chief Executive Officer
of RBX Industries Inc., a manufacturer and distributor of closed cell rubber and
plastic foam materials. He has been with RBX since 1997 serving in various
positions, including Chief Operating Officer, Executive Vice President and
Senior Vice President. Mr. Bernlohr does not currently serve on the board of
directors of a company.
The entity set forth above is not a parent, subsidiary or other
affiliate of Spartan Stores, Inc. (the "Company"). Mr. Bernlohr does not hold
any position or offices with the Company.
Mr. Bernlohr's business address is 906 Adams Street, Bedford, Virginia
24523 and his residence address is 6779 Hidden Woods Drive, Roankoke, Virginia
24018.
EXHIBIT D
LOEB PARTNERS CORPORATION
61 Broadway
New York, New York 10006
April 11, 2005
Via Facsimile and Overnight Delivery
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Board of Directors
Spartan Stores, Inc.
c/o Warner, Norcross & Judd LLP
111 Lyon St. NW
900 Fifth Third Center
Grand Rapids, Michigan 49503-2487
Attn: Alex DeYonker, Secretary
Fax: (616) 752-2500
Dear Sirs:
Last week we proposed through a formal nomination notice that Eugene Davis and
Timothy Bernlohr be nominated to the Board of Directors of Spartan Stores at the
next meeting of shareholders of Spartan. Further, we proposed that Eugene Davis
replace Gregory Josefowicz on the Board of Directors. There is another matter
that Loeb and its affiliates would like to bring before the Board of Directors.
We think that a change to your by-laws is in order, given that they are, for the
following reasons, acting as a gating factor to creating value for Spartan's
owners.
In 2005, the date by which a shareholder may submit a shareholder proposal has
passed; more specifically, Spartan requires that a shareowner submit a proposal
not less than 120 calendar days prior to the date of the proxy statement of last
year's annual meeting. Again, this date has passed. We would very much like to
submit a proposal which would create shareholder value by urging the Board to
maximize shareholder value by selling the company to the best and highest
bidder, and we are formally asking you to accept this shareholder proposal for
the shareholder meeting by changing or making an exception to the onerous 120
provision.
As I think you will agree, it is very important for our shareholders to be
provided with every opportunity to maximize shareholder value and to communicate
their views to the Board, especially through the shareholder proposal process.
The shareholder proposal process is one of the very few mechanisms whereby
owners can be sure that they are not being placated by a management team that
utters such pro forma catch phrases as, "be assured that our Board is always
considering ways to increase shareholder value." Shortening the 120 day
requirement will allow more ideas to be presented and give shareholders the
chance to vote on issues that may benefit the company. The shareholder franchise
should not be stymied by an arcane provision that distinguishes between owners
that bought shares before 120 days prior to the notice of the proxy statement
and owners that bought shares after the 120 days prior to the
notice of the proxy statement. Such distinctions are regretfully arbitrary. We
do understand that Board members and management should be afforded ample time to
respond to shareholder proposals, but we are keen to see Spartan do what many
other public companies do, employ a 60 day advance notice provision for
shareholder proposals. If large publicly traded companies can make do with 60
days, then it is logical that Spartan can make do with 60 days, unless Spartan
has an unusually complex governance structure that is unknown to its owners.
Again, we are asking you to change or make an exception to your shareholder
proposal process so that Loeb and its affiliates may submit the aforementioned
shareholder proposal.
We are frankly frustrated by our lack of access to senior management of the
company. Please note that we own more stock in Spartan than the Board and
management combined. Please let us know in writing by Monday, April 18th whether
Spartan intends, through some formal mechanism, to allow us to submit the
aforementioned shareholder proposal for vote at the next shareholder meeting.
Please also let us know by this same date whether or not you will replace
Gregory Josefowicz with Eugene Davis. Please feel free to contact Mr. Davis, as
we think you will find him to be an experienced and productive board member with
experience that will be additive to the current Board. At this point,
significant shareholder representation on the Board is, quite frankly, an
obvious necessity. Should Spartan decide to place Mr. Davis on the Board then
Loeb will set aside its shareholder proposal and withdraw its formal Board
member nominations. More to the point, your largest shareholder will feel that
it has representation at the company. Thank you in advance for your prompt
attention to these matters.
Very truly yours
LOEB PARTNERS CORPORATION
By: /s/ Gideon J. King
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Gideon J. King