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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 7, 2000
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(Date of earliest event reported)
SEAWAY FOOD TOWN, INC.
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(Exact name of Registrant as specified in its charter)
Ohio 0-00080 34-4471466
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(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
1020 Ford Street, Maumee, Ohio 43537
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419) 893-9401
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ITEM 5. OTHER EVENTS.
On April 7, 2000, the registrant, Seaway Food Town Inc., an Ohio
corporation ("Seaway") entered into a merger agreement with Spartan Stores,
Inc., a Michigan corporation ("Spartan") and Spartan Acquisition Corp., a
Michigan corporation and a wholly-owned subsidiary of Spartan ("Merger Sub").
Under the terms of the proposed merger, Seaway will be merged with and into
Merger Sub, and each outstanding share of Seaway will be converted into the
right to receive a cash payment of $5.00 per share and one share of Spartan
common stock. In connection with the merger, Spartan shareholders will receive a
dividend of 0.336 shares of Spartan common stock with respect to each share they
currently own. The merger agreement provides that the closing of the transaction
is conditioned upon, among other things, the approval of the holders of a
majority of the outstanding shares of Seaway common stock, approval of proposed
charter amendments by the holders of a majority of the outstanding shares of
Spartan common stock, the accuracy of the respective parties' representations
and warranties and their compliance with covenants contained in the agreement,
the effectiveness of a registration statement covering the shares of Spartan
common stock to be issued in the merger, and the receipt of customary regulatory
approvals.
Concurrently with the execution of the merger agreement, certain
stockholders of Seaway entered into a voting agreement with Spartan pursuant to
which they agreed to vote shares representing 19.99% of the outstanding shares
of Seaway common stock in favor of the merger, the adoption of the merger
agreement, and the transactions contemplated thereby. A similar agreement was
entered into with Seaway by certain shareholders and directors of Spartan, under
which they agreed to vote shares representing approximately 16.52% of the
outstanding shares of Spartan common stock in favor of the proposed charter
amendments.
For additional information concerning the merger agreement and related
transactions, reference is made to a press release announcing the merger
agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) Exhibits. The following exhibits are filed with this report
99.1 Press release dated April 7, 2000.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEAWAY FOOD TOWN, INC.
By: /s/ Richard B. Iott
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Richard B. Iott
President and Chief Executive Officer
Date: April 13, 2000
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