May 16, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Jeffrey B. Werbitt, Esq.
Re: Spartan Stores, Inc.
Preliminary Schedule 14A filed on April 27, 2005 by Loeb Partners
Corporation
File No. 000-31127
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Ladies and Gentlemen:
This letter responds to the comments of the staff of the Securities and Exchange
Commission (the "Staff") contained in their letter dated May 6, 2005 (the
"Letter") relating to our above-captioned filing. Any references in this letter
to the "Proxy Statement" refer to our Preliminary Proxy Statement on Schedule
14A, File Number 000-31127.
The numbers of our responses correspond to the numbers of the comments in
the Staff's Letter. The page numbers referenced below refer to the marked copy
of the Proxy Statement.
General
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Comment
1. We note that you disclose on page 1 that Loeb is the beneficial owner of
1,493,559 shares of common stock of Spartan. Please reconcile this
disclosure with your security ownership disclosure in Annex A or advise.
Response
As reported in our Schedule 13D filed on April 28, 2005, the Loeb Entities
are the aggregate beneficial owner of 1,493,559 shares of Spartan common
stock. This includes: 88,394 shares held by Loeb Partners Corporation
(which includes shares of common stock held for the account of one customer
of Loeb Partners Corporation as to which it has investment discretion),
1,082,764 shares held by Loeb Arbitrage Fund, 101,042 shares held by Loeb
Offshore Fund Ltd., 161,462 shares held by Loeb Marathon Fund LP and 59,
897 shares held by Loeb Marathon Offshore Fund, Ltd. Loeb Arbitrage
Management, Inc. is the general partner of both Loeb Arbitrage Fund and
Loeb Marathon Fund and as such may be deemed the beneficial owner of the
shares held for the account of each of them. However, Loeb Arbitrage
Management, Inc. is not the direct beneficial owner of any Spartan shares
and as such the 1,244,266 shares attributed to such entity have already
been included in calculating the total shares beneficially owned by the
Loeb Entities. We have amended the Proxy Statement to clarify this. Please
see page A-2 of the Proxy Statement.
Securities and Exchange Commission
May 16, 2005
Page 2
Voting Procedures
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How will my shares be voted?
Comment
2. We note that if a proxy is submitted without instructions, your
representatives will vote "for" the two Loeb nominees and will "abstain"
with respect to other matters to be voted on at the annual meeting. We also
note that submitting the gold proxy card will entitle your representatives
to vote the shares in accordance with their discretionary authority on
matters not described in this proxy statement. Please reconcile your
statements or advise.
Response
Currently, we intend to "abstain" with respect to other matters set forth
in Spartan's proxy statement but have our representatives vote the proxies
in accordance with their discretionary authority on matters that may arise
at the meeting but are not set forth in Spartan's proxy statement. We have
amended the Proxy Statement to clarify this. Please see page 6 of the Proxy
Statement.
Notwithstanding the foregoing, if in fact the Spartan proxy statement sets
forth additional matters to be considered at the meeting, we may decide to
seek authority to vote the proxies in favor or against such other matters.
If, after the Spartan proxy statement is filed, we decide to seek such
additional authority, we will revise our proxy materials accordingly. We
have added a footnote to our Proxy Statement to apprise shareholders of
this possibility. Please see page 1 of the Proxy Statement.
Comment
3. As noted in comment 2 above, it appears that you plan to use discretionary
authority on matters not described in this proxy that may arise at the 2005
annual meeting. Please advise whether you plan to revise your proxy card
and the disclosure in your proxy statement to address the matters that will
be presented in Spartan's 2005 proxy statement. In this regard, we remind
you that discretionary authority is not available to Loeb for matters that
are known a reasonable time before the solicitation.
Response
Please see the response to comment #2 above.
Comment
4. Please advise whether your proxy card will be revised to afford security
holders an opportunity to vote for a Spartan nominee to fill the third
board seat. See Rule 14a-4(d)(4) and SEC Release No. 34-31326. To the
extent that Loeb does not intend to afford security holders an opportunity
to vote for any of the Spartan nominees, please revise the
Securities and Exchange Commission
May 16, 2005
Page 3
proxy card and proxy statement to specifically state that security holders
executing Loeb's proxy card will effectively be precluded from voting for a
Spartan nominee to fill the third board seat. If you do not agree that
security holders would be so disenfranchised, provide us with state law
authority that would support a conclusion that security holders could
validly execute the proxy card of Spartan and Loeb.
Response
In accordance with Rule 14a-4(d)(4), we have revised our proxy card to
afford security holders an opportunity to vote for a Spartan nominee to
fill the third board seat. Please see page Appendix-2 of the proxy card.
Annex A
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Information Concerning Loeb and Other Participants in its Solicitation of
Proxies
Comment
5. Please revise to definitively indicate that all of the Loeb Entities are
deemed a participant, as it appears inappropriate to indicate that such
persons "may be deemed" participants in this solicitation. In this regard,
see Instruction 3 to Item 4 of Schedule 14A. Also, confirm that the
preliminary proxy statement includes all Item 4(b) and 5 (b) information
with respect to each participant. For example, it does not appear that you
include the business address of Loeb or any of the Loeb Entities.
Response
We have amended the Proxy Statement to address the Staff's comment. Please
see page A-1 of the Proxy Statement.
Securities and Exchange Commission
May 16, 2005
Page 4
Should you have any questions or comments with respect to the foregoing,
please do not hesitate to contact our outside counsel, Patrick Dooley of Akin
Gump Strauss Hauer & Feld LLP, at (212) 872-1080 or, in his absence, David Bersh
at (212) 872-8056.
Sincerely,
/s/ Thomas L. Kempner
Thomas L. Kempner