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
FOR IMMEDIATE RELEASE
Contact: |
Dan Spaulding
(616) 878-8339 |
SPARTAN STORES IN DISCUSSIONS WITH SEAWAY FOOD TOWN
Grand Rapids,
Mich., March 13, 2000--Spartan Stores, Inc. today announced that it is engaged
in merger negotiations with Toledo-based Seaway Food Town, Inc. (NASDAQ:SEWY).
The proposal under discussion would result in a merger of Seaway into a wholly
owned subsidiary of Spartan. Under the terms of the proposal, each Seaway
share would be converted into the right to receive $5.00 in cash and one share
of Spartan common stock. Spartan shareholders would receive an additional
0.336 share of Spartan common stock for each share of Spartan common stock.
There can be no assurance that the parties will reach a definitive agreement
with respect to this transaction. Any transaction would be subject to approval
by shareholders of both companies and other customary conditions. It is anticipated
that Spartan's shares would become publicly traded upon completion of the
transaction.
Spartan Stores does not intend
to issue further statements regarding this matter until an agreement is
executed or discussions are terminated.
Spartan Stores, Inc. is a
Grand Rapids, Michigan-based grocery retailer and wholesaler, providing
products and services to 450 supermarkets in Michigan, Indiana and Ohio.
Spartan's subsidiary companies include: Family Fare, Inc., which owns and
operates 47 supermarkets in Michigan; L&L/Jiroch, J. F. Walker Company,
Inc. and United Wholesale Grocery Company, which supply products to over
9,200 convenience stores in the Midwest; and Shield Insurance Services,
which provides a full line of business and personal insurance offerings.
Seaway Food Town is a leading
food and drug retailer operating 73 units--47 Food Town Supermarkets and
26 deep discount drugstores operating under the name of The Pharm. All
stores are located in northwestern and central Ohio and southern Michigan.
This release contains forward
looking statements that are subject to risks and uncertainties that could
cause actual results to differ materially from those projected in such
statements. Potential risks and uncertainties include, but are not limited
to, the results of the respective parties due diligence investigations,
the ability of the parties to reach a mutually acceptable merger agreement
and other factors.
If an agreement is reached,
the parties will be required to file documentation with the Securities
and Exchange Commission concerning the transaction. WE URGE INVESTORS TO
READ THE PROSPECTUS/JOINT PROXYSTATEMENT AND ANY
--MORE--
page 2/Spartan Stores News Release
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. In addition, documents
filed with the SEC by Spartan Stores will be available free of charge by
directing a request to the Secretary of Spartan Stores, Inc. at 850 76th
Street S.W., P.O. Box 700, Grand Rapids, Michigan 49518.
Spartan Stores, its directors,
executive officers and certain other members of Spartan Stores' management
and employees may be soliciting proxies from Spartan Stores shareholders
in favor of the merger transaction. Information concerning the participants
will be set forth in the Prospectus/Joint Proxy Statement when it is filed
with the SEC.
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