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425 Filing
SpartanNash (SPTN) 425Business combination disclosure
Filed: 20 Jun 00, 12:00am
Filed by Spartan Stores, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Seaway Food Town, Inc.
Commission File No.: 000-00080
[Form of Transmittal Letter for Fact Sheet]
DATE
NAME
FIRM
ADDRESS
CITY, STATE ZIP
Dear _______________:
As announced on April 7, 2000, Spartan Stores, Inc. and Seaway Food Town, Inc. (Nasdaq: SEWY) have reached a definitive agreement to merge, pending shareholder approval.
We believe the merger with Seaway Food Town provides Spartan with significant growth opportunities. The merger will more than double the number of retail stores Spartan currently operates, expand its regional presence, and launch Spartan Stores as a publicly traded company.
Under the terms of the merger agreement, Seaway shareholders will receive a cash payment of $5.00 per share and one share of Spartan Stores new common stock for each share of Seaway common stock. The Spartan Stores annual meeting and Seaway Food Town special shareholder meeting will both be held on July 18, 2000. The companies expect the proposed merger to close shortly after receiving shareholder approval.
Spartan recently reported net income, excluding extraordinary items, of $17.2 million for fiscal 2000, ended March 25, compared to $15.8 million in fiscal 1999. Spartan also pays an annual cash dividend of $0.05 per share. Seaway Food Town's trailing 12-month earnings through February were $8.8 million, up from $6.9 million in the comparable period a year ago.
Spartan's pro forma sales including Seaway Food Town's operations are approximately $3.8 billion with EBITDA of $112.6 million for the 12 months ending March 25, 2000. Management expects annual synergies to exceed $6 million in the first full fiscal year ended March 31, 2002, increasing thereafter, primarily from purchasing leverage, volume efficiencies and corporate overhead reductions.
Enclosed is an investor fact sheet, which highlights Spartan Stores and the opportunities presented by the merger with Seaway Food Town. If you would like more information on Spartan Stores, please contact us at (216) 464-6400 and we will send you an investor packet.
/s/ Steve Warcholak
Steve Warcholak
FACT SHEET
[logo] Spartan Stores, Inc. | [logo] Seaway Food Town, Inc. | ||||
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Headquartered | Grand Rapids, MI | Headquartered | Toledo, OH | ||
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Principal Business | Grocery and convenience | Principal Business | Grocery and deep discount drug store retailer | ||
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| 2000 |
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Annual Sales | $2,671.7 | $2,358.3 | Annual Sales | $658.9 | $348.4 |
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EBITDA | $57.2 | $63.5 | EBITD | $30.0 | $17.4 |
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Net Income | $14.8 | $16.9 | Net Income | $7.5 | $5.0 |
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Total Assets | $538.7 | $579.6 | Total Assets | $180.8 | $179.7 |
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Shareholder Equity | $121.1 | $125.8 | Shareholder Equity | $64.0 | $69.1 |
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Shares Outstanding | 11.2 mil. | 10.1 mil. | Shares Outstanding | 6.7 mil. | 6.7 mil. |
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Retail Stores | 47 |
| Retail Stores |
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| Grocery | 47 |
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| Deep Discount Drug | 26 |
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Whsl. Operations |
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Independent Grocery |
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Stores | 400 |
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Convenience Stores | 9,600 |
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Products | Over 40,000 distributed; |
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Distribution Centers |
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Grocery Stores | 2 |
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Convenience Stores | 4 |
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Employees | 7,500 | Employees | 4,724 | ||
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Geographic Regions |
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Grocery Stores | MI, OH, IN | Grocery and Deep |
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| Discount Drug Stores | OH and MI | ||
Convenience Stores | MI, IL, IN, KY, OH, PA, TN, GA, WV |
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Business Strategy |
| Expanding Retail | |||||
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Spartan Stores, Inc. plans to continue to increase its retail presence and to become a significant foodretailer and distributor in the Midwest. Becoming a retailer with a core competency in wholesale will open new revenue and earnings opportunities. The large number of independent retail grocers in Spartan's target area (many of which are now Spartan customers) offer continued consolidation opportunities. Spartan's experienced retail operations team, as well as its expertise in retail support services, should provide Spartan with the tools for both successful integration and significantly improved retail profitability. Through a combination of internal and external revenue growth and efficiency improvements, Spartan expects to achieve sustainable earnings growth in excess of its anticipated revenue growth. The Company's business strategy will focus on: |
| Spartan's strategic repositioning is expected to help secure its competitive wholesale position, improve margins, and ensure faster growth. | |||||
- | Acquisitions, which will play a vital role in Spartan's long-term retail strategy. During the next several years, acquisitions are expected to add an additional 5-10% revenue growth. Spartan's strategy targets acquisition candidates to be: |
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| • | Independent operators with strong local market presence |
| Spartan Stores, Inc. 1999 Sales Mix | ||
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| • | Retail stores in contiguous geographic regions |
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| • | Profitable stores that can benefit from more efficient management |
| [Pie chart] | ||
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| • | Accretive to earnings within 24 months of Spartan ownership |
| Grocery Distribution | 67.5% | |
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| Insurance | 0.6% | ||||
- | Enhanced Marketing and Merchandising Programs |
| Real Estate | 0.4% | |||
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| • | Increase multi-tiered private label programs |
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| • | Design product mix to reflect preferences of each local market |
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| • | Increase buying leverage through retail store additions and synergistic relationships with existing wholesale customers |
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| • | Target merchandising, advertising, and promotions to improve sales per square foot, same-store sales comparisons, and in-store traffic |
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| • | Implement marketing "best practices" across all business units to increase penetration of higher market products |
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| Spartan Stores, Inc. Pro Forma Sales Mix | |||||
- | Cost structure streamlining |
| 40 weeks ended 1/1/2000 | ||||
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| (Including Seaway Food Town) | |||||
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| • | Continue to streamline operational and administrative functions across all business units |
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| • | Expects to realize annual synergies from the Seaway merger of over $6 million in the first full fiscal year ending March 30, 2002, increasing thereafter, primarily from purchasing leverage, volume efficiencies and corporate overhead cost reductions |
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| • | Continue to implement store operational "best practices" within all stores |
| Real Estate | 0.3% |
Spartan/Seaway Combination |
| Executive Management Team | ||||||
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The merger with Seaway Food Town would launch Spartan Stores as a publicly traded company with an annual sales run rate in excess of $3.5 billion. Seaway is expected to give Spartan a strong foothold in northwest Ohio. In addition, Spartan has identified additional profit potential through: |
| Spartan's executive management team, led by President and Chief Executive Officer Jim Meyer, has been instrumental in developing Spartan's retail grocery strategy. This team is committed to becoming a significant food retailer and distributor in the Midwest while enhancing shareholder value by achieving consistent, profitable growth: |
- | Improved private label program for Seaway |
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- | Increased buying power from Seaway's retail operations |
| Jim Meyer, President and Chief Executive Officer | |||||
- | Elimination of redundant administrative functions |
| Joel Barton, Vice President Spartan Stores Retail | |||||
- | Shift in merchandising to a "pull-through" marketing strategy |
| Dave Couch, Vice President Information Technology | |||||
- | Improved category management |
| Dick Deming, Vice President Human Resources | |||||
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Spartan expects to improve Seaway's sales per square foot and same-store sales comparisons, while improving retail store profitability. Seaway is expected to be accretive to Spartan's earnings within 24 months. |
| Chuck Fosnaugh, Vice President Development | ||||||
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Spartan Stores, Inc. | ||||||||
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| * | Spartan Stores Retail | Distribution Center Locations: | ||||
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| [ ] | Spartan: Grocery | |||
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| Seaway Food Town Inc. |
| Grand Rapids, MI | |||
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| • | Food Town Supermarkets |
| Plymouth, MI | |||
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| 47 Locations |
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| • | Deep Discount Drug Stores | [ ] | Spartan: Convenience | |||
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| 26 Locations |
| Grand Rapids, MI | |||
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| Louisville, KY | |||
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| [ ] | Grocery Distribution |
| Sandusky, OH | |||
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| (MI, IN & OH) |
| Gahanna, OH | |||
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| Convenience Distribution | [ ] | Seaway Food Town: Toledo, OH | |||
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| MI, IL, IN, KY, OH, PA, |
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| TN, GA, WV |
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Spartan Stores, Inc. Unaudited Pro Forma |
| building | |||||||||
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Income Statements |
| Fiscal yr. ended |
| 40 wks. ended |
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Net Sales | $ | 3,603,143 |
| $ | 2,899,511 |
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Cost of sales |
| 3,017,460 |
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| 2,441,943 |
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Gross profit |
| 585,683 |
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| 457,568 |
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SG&A |
| 528,081 |
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| 411,782 |
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Operating profit |
| 57,602 |
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| 45,786 |
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EBITDA |
| 111,796 |
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| 87,922 |
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Interest expense, net |
| 26,727 |
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| 21,675 |
| [FOOD TOWN LOGO] | ||||
Restructuring charge |
| 5,698 |
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| (4,748 | ) |
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Other (gains) & losses |
| (3,718 | ) |
| (2,256 | ) |
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Pretax income |
| 28,895 |
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| 31,115 |
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Income taxes |
| 10,597 |
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| 11,235 |
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Net earnings-Operations |
| 18,298 |
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| 19,880 |
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Nonrecurring items |
| (1,031 | ) |
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| [FAMILY FARE LOGO] | ||||
Total net earnings | $ | 17,267 |
| $ | 19,880 |
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Diluted EPS-Operations | $ | 0.86 |
| $ | 0.99 |
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Wgtd avg. shares outst. |
| 21,147 |
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| 20,145 |
| [ASHCRAFT'S MARKETS LOGO] | ||||
Estimated operating EPS |
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excluding restructuring charges | $ | 1.03 |
| $ | 0.84 |
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| [GREAT DAY LOGO] | ||||
Balance Sheet |
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(in thousands) |
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| Jan. 1, 2000 |
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| [GLEN'S MARKETS LOGO] | |||||||
Total current assets |
| $ | 358,957 |
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Other assets |
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| 172,231 |
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Net property & equipment |
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| 283,380 |
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Total assets |
| $ | 814,568 |
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Total current liabilities |
| $ | 244,179 |
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Long-term debt & capital lease obligations |
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| 355,875 |
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Other long-term liabilities |
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| 13,213 |
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Total shareholders' equity |
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| 201,301 |
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Total liabilities & shareholders' equity |
| $ | 814,568 |
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| Spartan |
| Seaway |
| Pro Forma |
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TTM Earnings per share | $1.21 |
| $1.31 |
| $1.09E |
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Book Value | $9.49 |
| $10.33 |
| $10.10 |
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Long-term debt/equity | 2.13x |
| 0.58x |
| 1.76x |
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Current ratio | 1.51x |
| 1.26x |
| 1.47x |
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The parties have filed with the Securities and Exchange Commission a definitive prospectus/joint proxy statement relating to the proposed merger. WE URGE INVESTORS TO READ THE DEFINITIVE PROSPECTUS/JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHICH HAVE BEEN FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors are able to obtain documents free of charge at the SEC's Web site, www. sec. gov. In addition, documents filed with the SEC by Spartan Stores will be available free of charge by directing a request to the Chief Financial Officer of Spartan Stores, Inc. at 850 76th Street S.W., P.O. Box 8700, Grand Rapids, Michigan 49518. Documents filed with the SEC by Seaway Food Town will be available free of charge by directing a request to the Chief Financial Officer of Seaway Food Town, Inc. at 1020 Ford Street, Maumee, Ohio 43537. Information concerning the participants in the solicitation of proxies for the merger is included in the definitive prospectus/joint proxy statement. |
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