Q.         Where can I find more information about Spartan Stores and Seaway?

A.         You can find more information about Spartan Stores and Seaway from various sources described under "Where You Can Find More Information" beginning on page 95 of this prospectus and joint proxy statement.

This summary highlights selected information from this prospectus and joint proxy statement. It may not contain all of the information that is important to you. To understand the merger fully and for a more complete description of the legal terms of the merger, you should carefully read this entire prospectus and joint proxy statement and the documents incorporated by reference in this prospectus and joint proxy statement. See "Where You Can Find More Information" beginning on page 95. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Companies

Spartan Stores, Inc. (see page 61)
850 76^th Street, SW
P.O. Box 8700
Grand Rapids, Michigan 49518
(616) 878-2000

        Operating 47 retail grocery stores in Michigan and distributing grocery and related products to approximately 400 independently owned grocery stores throughout the Midwest, Spartan Stores is a premier regional food retailer and distributor based in Grand Rapids, Michigan. As a result of four acquisitions since January 1999, Spartan Stores operates its corporate owned grocery stores under the banners of Ashcraft Markets, Family Fare, Glen's Markets and Great Day. Spartan Stores also operates two distribution centers in Michigan from which it supplies a comprehensive selection of national brand and private label grocery and related products to approximately 447 retail grocery stores. In addition to its food retail and distribution centers, Spartan Stores distributes assorted products to approximately 9,600 convenience stores and other retail locations in nine states and provides real estate and insurance services in connection with both its retail and wholesale business operations.

Seaway Food Town, Inc. (see page 76)
1020 Ford Street
Maumee, Ohio 43537
(419) 893-9401

        Seaway is a leading regional supermarket chain located predominantly in northwest and central Ohio and southeast Michigan. Beginning in 1986, Seaway began adding deep discount drugstores to its chain. The merchandise sold in these stores is similar to that sold in conventional supermarkets, but with a greater emphasis on pharmacy operations, health and beauty aids and non-food items. Seaway operates 15 Food Town Supermarkets, 31 Food Town Plus Supermarkets, one Kash N Karry Supermarket, and 26 deep discount drugstores under the name of the Pharm.

The Spartan Stores Annual Meeting (see page 79)

        The annual meeting of Spartan Stores shareholders will be held at the Crowne Plaza Grand Rapids, 5700 28th Street, SE, Grand Rapids, Michigan 49546, on July 18, 2000 at 2:00 p.m., local time.

        At the annual meeting, Spartan Stores shareholders will be asked to (1) elect five persons to the board of directors, (2) vote on a proposal to amend Spartan Stores' articles of incorporation and bylaws, (3) vote on a proposal to confirm the appointment of Deloitte & Touche LLP as the independent auditors of Spartan Stores for the current fiscal year, (4) vote on a proposal to ratify the acts or proceedings, or both, of the directors and officers of Spartan Stores that may be submitted to the meeting and (5) transact any other business that may properly come before the meeting. Approval of Spartan Stores' articles and bylaws amendments is a condition to the closing of the merger.

        You can vote at the annual meeting of Spartan Stores shareholders if you owned Spartan Stores Class A common stock at the close of business on the record date, which is June 1, 2000. As of June 1, 2000, directors and executive officers of Spartan Stores and their affiliates beneficially owned shares representing approximately 16.8% of the votes entitled to be cast at the annual meeting.

        Spartan Stores' directors and some of its officers, who together own approximately 16.8% of the outstanding shares of Spartan Stores Class A common stock, have entered into voting agreements with Seaway obligating them to vote their shares in favor of the proposal to amend Spartan Stores' articles of incorporation and bylaws.

        Approval of the Spartan Stores charter amendments requires the favorable vote of a majority of the outstanding shares of Spartan Stores Class A common stock. If you do not vote your shares, the effect will be a vote against the Spartan Stores charter amendments.

The Seaway Special Meeting (see page 19)

        The special meeting of Seaway shareholders will be held at the Brandywine Country Club, 6904 Salisbury Road, Maumee, Ohio 43537, on July 18, 2000, at 10:00 a.m., local time.

        At the special meeting, Seaway shareholders will be asked to vote on a proposal to adopt the merger agreement and authorize the transactions contemplated by the merger agreement.

        You can vote at the special meeting of Seaway shareholders if you owned Seaway common stock at the close of business on the record date, which is June 1, 2000. As of June 1, 2000, directors and executive officers of Seaway and their affiliates beneficially owned shares representing approximately 27.4% of the votes entitled to be cast at the special meeting.

        Wallace D. Iott, Seaway's Chairman, his wife, Jeanette Iott, and Richard B. Iott, Seaway's Chief Executive Officer, have entered into voting agreements with Spartan Stores obligating them to vote 19.99% of the outstanding shares of Seaway common stock in favor of the proposal to adopt the merger agreement and authorize the transactions contemplated by the merger agreement.

        Adoption of the merger agreement and approval of the merger requires the favorable vote of a majority of the outstanding shares of Seaway common stock. If you do not vote your shares, the effect will be a vote against the merger agreement and the merger.

The Spartan Stores Charter Amendments (see page 90)

        Spartan Stores' articles of incorporation are proposed to be amended to, among other things:

	•	authorize a single class of common stock;
	•	increase the number of authorized shares of common stock from 20 million to 50 million;
	•	authorize 10 million shares of a new class of preferred stock, the terms of which may be established by the board when it is issued;
	•	eliminate the right of shareholders to vote by written consent without a meeting;
	•	provide for the number of directors to be fixed by 75% of the board, and to provide that the board will have sole authority to fill vacancies;
	•	require advance notice of proposed nominations for directors;
	•	eliminate the personal liability of directors for damages in some circumstances;
	•	permit the board to consider various factors in assessing a proposed takeover attempt;
	•	require a "supermajority" vote for certain amendments to the articles of incorporation; and
	•	allow the board to amend the bylaws without shareholder approval and to require a supermajority vote of shareholders to amend the bylaws.

        Spartan Stores' bylaws are proposed to be amended to, among other things:

	•	provide that annual meetings may be called only by the board;
	•	require 120 days advance notice of shareholder proposals;
	•	establish procedures for the conduct of shareholder meetings;
	•	establish procedures for approval of transactions in which directors have an interest;
	•	allow for indemnification of employees and agents of the corporation, in addition to directors and officers; and
	•	eliminate provisions of the existing bylaws requiring stock ownership by customers.

The Merger (see page 21)

        Spartan Stores and Seaway have agreed to a merger in which Seaway will become a wholly owned subsidiary of Spartan Stores. Seaway and Spartan Stores expect to accomplish this transaction by merging Seaway with a newly organized subsidiary of Spartan Stores.

        The merger agreement is the legal document that governs the merger. It is attached as Annex A to this prospectus and joint proxy statement, and we encourage you to read it carefully.

        If you are a holder of Seaway common stock, you will receive one new share of Spartan Stores common

stock for each share of Seaway common stock that you own at the time of the merger, plus a cash payment of $5.00 per share. If you are a holder of Spartan Stores Class A common stock, your shares will be reclassified the same amount of new Spartan Stores common stock, and you will also receive a dividend of 0.336 shares of new Spartan Stores common stock for each share that you own.

        After the merger, current Spartan Stores shareholders will own approximately 66.5% of Spartan Stores, and current Seaway shareholders will own approximately 33.5% of Spartan Stores.

        We expect that upon completion of the merger Spartan Stores common stock will be authorized for listing on Nasdaq under the stock trading symbol SPTN.

Our Reasons for the Merger

        Spartan Stores (see page 30). In deciding to approve the merger agreement and to recommend that the Spartan Stores shareholders approve the amendments to Spartan Stores' articles of incorporation and bylaws described in this document, the Spartan Stores board consulted with Spartan Stores' management and financial and legal advisors, and considered a number of factors. Among other factors, the board considered that the merger will expand the size and geographic scope of Spartan Stores' retail supermarket business and will provide Spartan Stores with the scale, geographic scope and product diversity to serve its customers better. In addition, the Spartan Stores common stock will be listed on Nasdaq following the merger, thus providing shareholders the opportunity for a more liquid trading market for their stock and providing Spartan Stores an opportunity for access to capital through the public markets. The board also considered the potential for appreciation in the value of Spartan Stores common stock following the merger. These are only a few of the factors which the Spartan Stores board examined. You should read "The Merger- Recommendation of the Spartan Stores Board and Reasons for the Merger" beginning on page 30 for a more detailed discussion of these and the other factors that the Spartan Stores board considered in evaluating the merger.

        Seaway (see page 24). In reaching its decision to approve the merger agreement and to recommend adoption of the merger agreement by Seaway's shareholders, the Seaway board consulted with Seaway's management and Seaway's financial and legal advisors, and considered a number of factors, including the strategic fit between Seaway and Spartan Stores and the Seaway board's knowledge and review of the business of Spartan Stores. The Seaway board considered Spartan Stores' strong position as a food wholesaler in Michigan and its growing retail presence and that, when combined with Seaway, Spartan Stores will have a strong regional business and greater resources with which to compete against the larger supermarket operators. Also, the Seaway board considered the value of the consideration to be received by Seaway's shareholders, the potential for appreciation in the value of the common stock of the combined company, and the ability of Seaway's shareholders to benefit from ownership in a higher growth business and to participate in the enhanced prospects of the combined company.

        These are only a few of the factors which the Seaway board examined. You should read "The Merger- Recommendation of the Seaway Board and Reasons for the Merger" beginning on page 24 for a more detailed discussion of these and the other factors that the Seaway board considered in evaluating the merger.

Our Recommendations to Shareholders

        Spartan Stores (see page 30). All members of the Spartan Stores board recommend that shareholders vote for the proposal to approve the Spartan Stores charter amendments and to elect the five persons identified in this prospectus and joint proxy statement as directors of Spartan Stores.

        Seaway (see page 24). All members of the Seaway board recommend that shareholders vote for the proposal to adopt the merger agreement and authorize the transactions contemplated by the merger agreement.

Fairness Opinions

        Seaway (see page 26). Seaway's financial advisor, Donaldson, Lufkin & Jenrette Securities Corporation, or DLJ, has given its written opinion to the Seaway board of directors that, as of April 6, 2000, based on and subject to the assumptions, limitations and qualifications set forth in its opinion, the consideration to be received in the merger by Seaway shareholders was fair, from a financial point of view, to the Seaway shareholders. This opinion is not intended to be a recommendation to any Seaway shareholder as to how to vote. We have attached a copy of DLJ's opinion as Annex C to this prospectus and joint proxy statement and encourage you to read it.

        Spartan Stores (see page 32). Spartan Stores' financial advisor, McDonald Investments, Inc., has given its written opinion to the Spartan Stores board of directors that, as of April 6, 2000, the merger consideration is fair, from a financial point of view, to Spartan Stores. This opinion is not intended to be a recommendation to any

Spartan Stores shareholder as to how to vote. We have attached a copy of McDonald's opinion as Annex D to this prospectus and joint proxy statement and encourage you to read it.

Federal Tax Consequences (see page 41)

        Seaway Shareholders. The merger is structured as a reorganization for federal income tax purposes. Seaway shareholders, who receive cash and shares of Spartan Stores common stock, will recognize gain (but not loss) in an amount of the gain realized up to the amount of cash received. Assuming that your Seaway shares were held as a capital asset, gain will generally be capital gain, unless the distribution of cash has the effect of a dividend. Capital gain will be long term capital gain if the stock has been held for more than one year. Your tax basis in the Spartan Stores common stock will be the same as your tax basis in your exchanged Seaway shares, less $5.00 per share.

        Spartan Stores Shareholders. Spartan Stores shareholders will not recognize gain or loss for federal income tax purposes.

        For more details, see "Material U.S. Federal Income Tax Consequences" beginning on page 41 of this prospectus and joint proxy statement.

Accounting Treatment (see page 41)

        The merger will be accounted for using the purchase method of accounting under generally accepted accounting principles with Spartan Stores as the acquiror.

Interests of Certain Persons in the Merger (see page 39)

        Some members of Seaway's board and management may have interests in the merger that may conflict with those of other shareholders. The Seaway board and the Spartan Stores board were aware of these interests and considered them when they approved the merger agreement and the merger.

Regulatory Approvals (see page 43)

        To complete the merger, we must receive approvals from and make filings with various federal and state governmental agencies.

Completion of the Merger (see page 51)

        Before we can complete the merger, we must satisfy several conditions, including:

	•	Adoption of the merger agreement by the Seaway shareholders and approval of the Spartan Stores charter amendments by the Spartan Stores shareholders;
	•	Obtaining a listing for the Spartan Stores common stock on Nasdaq;
	•	Obtaining all third party consents that, if not obtained, would have a material adverse effect on Seaway or Spartan Stores;
	•	The exercise of dissenters' rights by the holders of fewer than 10% of the outstanding shares of Seaway common stock; and
	•	The absence of any material adverse effect on the business, results of operations, financial condition, assets or liabilities of Seaway and Spartan Stores.

        The merger will occur as soon as practicable after we satisfy all of the conditions in the merger agreement or we waive any unmet conditions that we are legally allowed to waive.

Termination and Termination Fees (see pages 52 to 53)

        The companies may agree in writing to terminate the merger agreement at any time without completing the merger. In addition, the merger agreement may be terminated:

	•	By mutual written consent of the boards of Spartan Stores and Seaway;
	•	By either company, if the merger has not been completed on or before October 6, 2000, unless the party seeking to terminate has failed to comply with its obligations under the merger agreement and that has resulted in the merger not being completed by that date;
	•	By either company if a court or other governmental authority has issued an order, or a statute or regulation has been adopted, that makes the merger illegal or permanently prohibits it;
	•	By either company if the Seaway shareholders do not approve the merger, or if the Spartan Stores shareholders do not approve the Spartan Stores charter amendments;

        The merger agreement provides for the payment of termination fees and expenses in some circumstances. For example, if the merger agreement is terminated under specified circumstances involving a competing acquisition proposal, or if a competing acquisition proposal has been made and the merger agreement is terminated because of a breach of Seaway's obligations or because Seaway's shareholders have not approved it, then Seaway will be required to pay Spartan an initial termination fee of $2.167 million and reimburse it for up to $1.5 million of its expenses.

        If this initial termination fee is payable, and Seaway enters into a contract for another acquisition proposal within 18 months, then it will have to pay Spartan Stores an additional termination fee of $4.333 million.

        If the merger agreement is terminated because Spartan Stores modifies or withdraws its recommendation of the Spartan Stores charter amendments, then Spartan Stores will have to reimburse Seaway for up to $1.5 million of its expenses.

Appraisal Rights for Dissenting Shareholders (see page 44)

        Under Ohio law, Seaway shareholders may dissent from the merger and have the fair value of their shares paid to them in cash. To exercise this right, Seaway shareholders must strictly follow specified procedures. These procedures include filing notices with Seaway and not voting in favor of the merger. For more information about how to exercise these rights, see "Dissenters' Rights" beginning on page 44, as well as Annex E.

        The merger is conditioned upon less than 10% of the outstanding shares of Seaway common stock electing dissenters' rights.

        Under Michigan law, Spartan Stores shareholders do not have any appraisal or dissenters' rights in connection with the merger or the Spartan Stores charter amendments.

        The following two tables provide you with selected historical consolidated financial information of Spartan Stores and Seaway. The historical information of Spartan Stores was derived from its audited consolidated financial statements for and as of each of the five years ended March 25, 1995 through March 27, 1999, and from its unaudited consolidated financial statements for and as of the 40 weeks ended January 1, 2000 and January 2, 1999. The historical information of Seaway was derived from its audited consolidated financial statements for and as of each of the five years ended August 26, 1995 through August 28, 1999, and from its unaudited consolidated financial statements for and as of the 26 weeks ended February 26, 2000 and February 27, 1999. In the opinion of management of Spartan Stores and Seaway, the unaudited information for each of Spartan Stores and Seaway reflects the adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial results of Spartan Stores and Seaway for the periods indicated.

        Until February 1996, Spartan Stores had a policy of paying volume incentive rebates to its customers in a combination of cash and stock. Spartan Stores' operations for the years ended March 27, 1999 and March 30, 1996 were affected by restructuring, reorganization and other charges in the amount of $5.7 million and $46.4 million, respectively. The restructuring accrual recorded by Spartan Stores during the year ended March 27, 1999 was reduced during the 40 weeks ended January 1, 2000, resulting in $4.7 million of income during the period. The weighted average shares outstanding and all per share amounts for Spartan Stores have been restated to reflect a ten-for-one stock split in July 1997.

        For Seaway, the weighted average shares outstanding and all per share amounts have been restated to reflect a three-for-two stock split in May 1998 and a two-for-one stock split in May 1997. Property and equipment additions for Seaway do not include property and equipment of $1,952,000 in 1999 and $950,000 in 1997 obtained in the purchase of acquired businesses.

        Adjusted EBITDA for Spartan Stores is computed as net earnings before interest, taxes, depreciation, amortization and restructuring charge or income. EBITDA for Seaway is computed as net earnings before interest, taxes, depreciation and amortization.

        EBITDA and adjusted EBITDA are not measures of performance calculated in accordance with generally accepted accounting principles. Spartan Stores and Seaway have included information concerning EBITDA and adjusted EBITDA in this document because they are commonly used by investors and analysts. EBITDA and adjusted EBITDA should not be used as an alternative to, or be considered more meaningful than, net earnings or cash flows as an indicator of the operating performance of Spartan Stores or Seaway.

        When you read this selected historical consolidated financial information, you should consider also reading the historical financial statements and accompanying notes that Spartan Stores and Seaway have included in their most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. You can obtain these reports by following the instructions under "Where You Can Find More Information" beginning on page 95 of this document.

			Year Ended March															40 Weeks Ended January
Operations Statement Data:			1995			1996			1997			1998			1999			1999			2000
	Net Sales		$	2,526,128		$	2,554,688		$	2,475,025		$	2,489,250		$	2,671,700		$	2,044,622		$	2,358,311
	Volume incentive rebates			17,584			15,577			-			-			-			-			-
	Cost of sales			2,265,804			2,295,130			2,238,364			2,234,165			2,397,818			1,834,626			2,049,258
	Gross profit			242,740			243,981			236,661			255,085			273,882			209,996			309,053
	Selling, general and
	administrative			206,904			204,593			196,716			207,498			216,876			159,711			247,322
	Depreciation and amortization			17,834			19,224			20,175			21,639			21,413			16,080			25,811
	Restructuring charge			-			46,440			-			-			5,698			5,302			(4,748	)
	Interest expense - net			5,347			5,489			6,091			7,610			6,104			4,459			15,930
	Other (gains) and losses			(1,443	)		403			(1,705	)		(3,905	)		(1,187	)		(1,243	)		(1,721	)
	Earnings (loss) before income
	taxes and extraordinary item			14,098			(32,168	)		15,384			22,243			24,978			25,687			26,459
	Income taxes			5,068			(10,500	)		5,681			8,009			9,148			9,325			9,605
	Extraordinary item net
	of income taxes			-			-			-			-			1,031			-			-
	Net earnings (loss)		$	9,030		$	(21,668	)	$	9,703		$	14,234		$	14,799		$	16,362		$	16,854
	Weighted average shares
	outstanding			12,209			12,439			12,137			11,785			11,158			11,250			10,133
	Earnings (loss) per share		$	0.74		$	(1.74	)	$	0.80		$	1.21		$	1.33		$	1.45		$	1.66
	Cash dividends per share			0.05			0.05			0.05			0.05			0.05			0.0375			0.0375
Period End Position:
	Total assets		$	386,141		$	387,451		$	403,630		$	406,133		$	538,734		$	388,539		$	579,635
	Property and equipment - net			158,555			152,716			173,008			161,112			158,348			155,093			190,262
	Net working capital			64,381			69,284			60,673			61,682			101,984			77,666			90,797
	Long-term debt and capital
	lease obligations			106,794			124,372			125,776			107,666			269,522			102,840			268,051
	Shareholders equity			125,801			102,587			107,258			114,192			121,061			123,164			125,757
Financial Ratios:
	Net earnings (loss) as a percent
	of sales			0.36	%		(0.85)	%		0.39	%		0.57	%		0.55	%		0.80	%		0.71	%
	Current ratio			1.43			1.45			1.37			1.35			1.77			1.52			1.51
	Long-term debt to
		equity ratio		0.85			1.21			1.17			0.94			2.23			0.83			2.13
Other Data:
	Net cash provided by
	operations		$	58,306		$	42,878		$	16,407		$	29,612		$	49,991		$	51,191		$	37,791
	Adjusted EBITDA			37,279			38,985			41,650			51,492			57,162			51,528			63,452
	Property and equipment   additions			31,225			42,262			46,238			23,997			16,419			13,246			14,240

			Year Ended August															26 Weeks Ended February
Operations Statement Data:			1995			1996			1997			1998			1999			1999			2000
	Net Sales		$	559,244		$	597,462		$	608,373		$	625,178		$	658,929		$	327,012		$	348,367
	Cost of sales			421,491			448,801			454,858			465,085			490,132			244,017			259,416
	Gross profit			137,753			148,661			153,515			160,093			168,797			82,995			88,951
	Selling, general and administrative			114,505			121,375			125,222			130,397			139,116			67,763			71,770
	Depreciation and amortization			12,551			13,502			14,441			14,986			15,395			7,553			7,604
	Interest expense			4,409			4,302			3,760			3,835			3,951			1,999			1,887
	Other (gains) and losses			(907	)		46			(509	)		(167	)		(323	)		(155	)		(192	)
	Earnings before income taxes			7,195			9,436			10,601			11,042			10,658			5,835			7,882
	Income taxes			2,715			3,931			4,189			4,058			3,184			2,090			2,838
	Net earnings		$	4,480		$	5,505		$	6,412		$	6,984		$	7,474		$	3,745		$	5,044
	Weighted average shares outstanding			6,590			6,593			6,615			6,642			6,665			6,657			6,686
	Earnings per share		$	0.68		$	0.83		$	0.97		$	1.05		$	1.12		$	0.56		$	0.75
	Cash dividends per share			0.13			0.13			0.15			0.16			0.18			0.09			0.09
Period End Position:
	Total assets		$	154,001		$	155,465		$	164,566		$	168,663		$	180,814		$	178,786		$	179,649
	Property and equipment - net			84,000			85,004			90,645			93,975			95,272			94,911			91,288
	Net working capital			6,086			3,281			9,211			13,562			16,686			10,709			17,188
	Long-term debt			48,399			42,715			45,565			47,966			49,249			44,592			40,354
	Shareholders equity			40,731			45,453			51,176			57,353			64,034			60,906			69,112
Financial Ratios:
	Net earnings as a percent of sales			0.80	%		0.92	%		1.05	%		1.12	%		1.13	%		1.15	%		1.45	%
	Current ratio			1.11			1.05			1.15			1.24			1.27			1.16			1.26
	Long-term debt to equity ratio			1.19			0.94			0.89			0.84			0.77			0.73			0.58
Other Data:
	Net cash provided by operations		$	19,829		$	24,524		$	15,153		$	16,732		$	19,935		$	13,749		$	13,491
	EBITDA			24,155			27,240			28,802			29,863			30,004			15,387			17,373
	Property and equipment additions			13,698			15,071			19,537			19,822			14,912			7,445			3,744

        The following table provides you with selected unaudited pro forma combined financial information for Spartan Stores as if the merger had been completed as described under "The Merger." The following pro forma operations statement data for the 40 weeks ended January 1, 2000 and for the year ended March 27, 1999 are based upon the historical consolidated financial statements of Spartan Stores for those periods and of Seaway for the three quarter period ended November 27, 1999 and the four quarter period ended February 27, 1999, after giving effect to the merger as if the merger had occurred at the beginning of the periods presented. The following pro forma balance sheet data as of January 1, 2000 are based upon the historical consolidated financial statements of Spartan Stores as of January 1, 2000 and of Seaway as of November 27, 1999, after giving effect to the merger as if the merger had occurred on January 1, 2000. The pro forma adjustments give effect to past acquisitions by Spartan Stores but do not include the cost savings and other synergies anticipated to result from the past acquisitions or from the merger.

        It is important that when you read this information, you read it along with the separate historical financial statements and accompanying notes of Spartan Stores and Seaway, which are incorporated by reference in this document. See "Where You Can Find More Information" beginning on page 95. It is also important that you read the unaudited pro forma combined financial information and accompanying discussion and notes that are included in this document under "Unaudited Pro Forma Combined Financial Information" beginning on page 55. You should not rely on the unaudited pro forma combined financial information as indicating the results of operations or financial condition that would have been achieved if the merger had taken place earlier or that will be achieved after completion of the merger.

	Operations Statement Data:		Year Ended March 27, 1999			40 Weeks Ended January 1, 2000
		Net sales	$	3,603,143		$	2,899,511
		Cost of sales		3,017,460			2,441,943
		Gross profit		585,683			457,568
		Selling, general and administrative		476,574			371,902
		Depreciation and amortization		51,507			39,880
		Restructuring charge		5,698			(4,748	)
		Interest expense - net		26,727			21,675
		Other gains		(3,718	)		(2,256	)
		Earnings before income taxes and extraordinary item		28,895			31,115
		Income taxes		10,597			11,235
		Extraordinary item net of income taxes		1,031			-
		Net earnings		17,267			19,880
		Earnings per share before extraordinary item		0.86			0.99
		Weighted average shares outstanding		21,143			20,139
	Other Data:
		Adjusted EBITDA1	$	111,796		$	87,922

	Period End Position:
						As of January 1, 2000
		Total assets				$	814,568
		Property and equipment - net					283,380
		Net working capital					114,778
		Long-term debt and capital lease obligations					355,875
		Shareholders equity					201,301

(1)	Adjusted EBITDA is computed as net earnings before interest, taxes, depreciation, amortization and restructuring charge or income.

        The table below provides you with comparative unaudited per share information for Spartan Stores on a historical and pro forma combined basis, and for Seaway on a historical and pro forma equivalent basis, giving effect to the merger using the purchase method of accounting for business combinations. The information presented below is derived from the historical consolidated financial statements of Spartan Stores and Seaway, including the related notes thereto, incorporated by reference into this document.

        The historical as adjusted and the pro forma combined per share data for Spartan Stores give effect to a contemplated stock split through a dividend of 0.336 shares of Spartan Stores common stock for each share outstanding immediately before the merger. The pro forma combined and equivalent net earnings per share have been computed based on the average number of pro forma outstanding shares of Spartan Stores and Seaway and pro forma net earnings. The pro forma book value per share is based upon the pro forma total shareholders' equity, divided by the total pro forma shares. The pro forma cash dividends per share are based upon the historical cash dividends paid by Spartan Stores and Seaway, divided by the total pro forma shares. Spartan Stores does not anticipate paying any dividends for the foreseeable future after the merger. The exchange ratio in the merger is one share of Spartan Stores common stock for each share of Seaway common stock. Accordingly, the pro forma equivalent information for Seaway is the same as the pro forma combined information for Spartan Stores.

        It is important that when you read this information, you read it along with the separate historical financial statements and accompanying notes of Spartan Stores and Seaway, which are incorporated by reference in this document. See "Where You Can Find More Information" beginning on page 95. It is also important that you read the unaudited pro forma combined financial information and accompanying discussion and notes that are included in this document under "Unaudited Pro Forma Combined Financial Information" beginning on page 55. You should not rely on the following comparative unaudited per share information as indicating the results of operations or financial condition that would have been achieved if the merger had taken place earlier or that will be achieved after completion of the merger.

Spartan Stores Common Stock			Historical			Historical As Adjusted			Pro Forma Combined
	Basic and diluted net earnings per share:
		40 weeks ended January 1, 2000	$	1.66		$	1.25		$	0.99
		Year ended March 27, 1999	$	1.33		$	1.09		$	0.86
	Book value per share at January 1, 2000		$	12.68		$	9.49		$	10.10
	Cash dividends per share during period:
		40 weeks ended January 1, 2000	$	0.03	75				$	0.06
		Year ended March 27, 1999	$	0.05					$	0.08

Seaway Food Town Common Stock		Historical			Pro Forma Equivalent
	Basic and diluted net earnings per share:
	Twenty six weeks ended February 26, 2000	$	0.75		$	0.99
	Year ended August 28, 1999	$	1.12		$	0.86
	Book value per share at February 26, 2000	$	10.30		$	10.10
	Cash dividends per share during period:
	Twenty six weeks ended February 26, 2000	$	0.09		$	0.06
	Year ended August 28, 1999	$	0.18		$	0.08

        Seaway. Seaway common stock is listed on Nasdaq and traded under the symbol "SEWY." The following table sets forth for the calendar quarters indicated the high and low closing sales price per share of Seaway common stock as reported by Nasdaq and the cash dividends per share of Seaway common stock.

	High			Low			Dividends
1998
First Quarter	$	19 1/6		$	12 2/3		$	.04
Second Quarter		20			14 1/4			.04
Third Quarter		21			13 1/8			.04
Fourth Quarter		17 1/4			13 3/4			.045
1999
First Quarter	$	16 1/2		$	13		$	.045
Second Quarter		20 1/2			11 3/4			.045
Third Quarter		29 5/8			19 3/8			.045
Fourth Quarter		29 1/2			16 1/16			.045
2000
First Quarter	$	23 3/8		$	13 3/4		$	.045
Second Quarter (through June 1, 2000)		17 1/2			14 3/16			.045

        On April 6, 2000, the last full trading day before the public announcement of the execution of the merger agreement, the closing price of Seaway common stock was $16.00 per share. On June 1, 2000, the most recent practicable date prior to the mailing of this prospectus and joint proxy statement, the closing price of Seaway common stock was $15.625 per share. Shareholders are encouraged to obtain current market quotations before making any decision with respect to the merger. As of June 1, 2000, there were approximately 431 holders of record of Seaway common stock.

        Spartan Stores. There is no established public trading market for Spartan Stores common stock. Under Spartan Stores' bylaws, the Spartan Stores board of directors periodically (usually annually) establishes the price, referred to as the "trading value," at which Spartan Stores issues and purchases its Class A common stock. The board determines the trading value, in its sole and absolute discretion, based upon Spartan Stores' financial condition, results of operations, operating trends, market conditions, the state of the economy, and such other factors as the board deems appropriate. The board set the trading value at $13.30 per share effective June 21, 1999; $12.30 per share effective June 22, 1998; and $11.30 per share effective June 23, 1997. These trading values do not represent a market determination of the value per share of the Spartan Stores Class A common stock. Upon completion of the merger, shares of Spartan Stores common stock will become listed for trading on Nasdaq under the trading symbol SPTN and the board will discontinue its periodic determination of the trading value of the Spartan Stores common stock. Spartan Stores paid cash dividends in the amount of $.0125 per share during each of the four quarters in the fiscal years ending March 25, 2000 and March 27, 1999. As of June 1, 2000, there were approximately 536 holders of record of Spartan Stores Class A common stock.

If you are a shareholder of Seaway, you should carefully consider the following risk factors relating to Spartan Stores and the other information in this prospectus and joint proxy statement before you decide whether to vote to adopt the merger agreement. You should also consider the additional information in the reports that Spartan Stores files with the SEC, including Forms 10-K, 10-Q and 8-K, and in the other documents incorporated by reference in this prospectus and joint proxy statement. See "Where You Can Find More Information" beginning on page 95. The matters discussed below are cautionary statements identifying important information that could cause actual results to differ materially and adversely from those in the forward-looking statements in this prospectus and joint proxy statement.

The operation of retail stores is a new line of business for Spartan Stores

        Historically, Spartan Stores has focused primarily on the distribution of groceries and merchandise and the delivery of related services to independently owned retail grocery stores and convenience stores. Beginning in January 1999, Spartan Stores purchased 47 retail grocery stores in Michigan through four separate acquisition transactions. In connection with the merger, Spartan Stores will acquire an additional 47 retail grocery stores and 26 deep discount drug stores in Michigan and Ohio. Spartan Stores plans to seek to acquire additional retail grocery stores after the merger. There are important differences between operating a distribution business and a retail business involving multiple locations. We cannot assure you that Spartan Stores will be able to operate successfully in this line of business or even that its operation of grocery stores will not result in significant losses.

Spartan Stores may not be successful in the integration of its acquired retail stores

        Following the merger, Spartan Stores will operate 93 retail grocery stores and 26 deep discount drug stores, all of which it will have acquired since January 1999. Spartan Stores' management expects annual synergies from the merger to exceed $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. The success of the merger and Spartan Stores' other retail store acquisitions will depend on whether Spartan Stores obtains the business synergies and related cost savings that it anticipated in connection with these transactions.

        Spartan Stores may encounter problems associated with the assimilation of these retail business operations that could adversely affect its results of operations or financial condition. Some of the problems that may arise include:

	•	difficulties in assimilation of acquired personnel, operations, systems or procedures;
	•	inability to realize synergies in the amounts or within the time frame expected by management;
	•	unanticipated expenses associated with the acquisitions;
	•	adverse effects on existing business relationships with independent retail grocery store customers; and
	•	the inability to retain employees of the acquired businesses.

        We cannot predict the full range of integration problems that may occur.

The lines of business in which Spartan Stores operates are extremely competitive

        The grocery, pharmacy and convenience store industries are characterized by intense competition and low profit margins. Following the merger, Spartan Stores' retail business will compete with national and regional supermarkets and pharmacy chains, independent and specialty grocers, drug stores, convenience stores, warehouse club stores, deep discount drug stores, supercenters, mass merchandisers, wholesale membership clubs, shop-at-home services, restaurants and fast food businesses. Among other competition, Spartan Stores believes that Farmer Jack plans to open several stores in the Toledo market area within the next year or so. In addition, Spartan Stores' distribution business will

compete with a number of grocery and convenience store wholesalers and with a number of other businesses that market their products directly to food retailers. These competitors include companies having greater assets and larger sales volume than Spartan Stores.

        Accordingly, Spartan Stores will face significant competition from existing and new participants in the retail and wholesale grocery, pharmacy and convenience store industries. This competition may result in reduced profit margins and other adverse effects on Spartan Stores, its company-owned retail grocery stores and drug stores and the independent retail grocery stores and convenience stores supplied by Spartan Stores. In addition, ongoing industry consolidation could result in the loss of customers currently supplied by Spartan Stores and could confront Spartan Stores' retail operations with competition from larger and more well-capitalized chains in existing or new markets. We cannot assure you that Spartan Stores will be able to compete successfully in this environment.

The merger dilutes the historical earnings per share of Spartan Stores

        The merger will have a dilutive effect on the historical earnings per share of Spartan Stores due to the additional shares of Spartan Stores common stock that will be issued to the Seaway shareholders in the merger. The basic and diluted earnings per share for Spartan Stores were $1.66 for the 40 weeks ended January 1, 2000 ($1.25 per share after giving effect to the 0.336 per share Spartan Stores stock dividend contemplated by the merger agreement), as compared to $0.99 on a pro forma basis after giving effect to the merger. See "Unaudited Pro Forma Combined Financial Information" beginning on page 55 for additional pro forma financial information of Spartan Stores after giving effect to merger.

The exchange ratio will not be adjusted based upon changes in the market price or value per share

        The number of shares of Spartan Stores common stock issued in the merger for each share of Seaway common stock is fixed. Each share of Seaway common stock will receive $5.00 in cash and one share of Spartan Stores common stock. This exchange ratio will not be adjusted if there is any increase or decrease in the market price per share of the Seaway common stock or in the value per share of the Seaway common stock or the Spartan Stores common stock resulting from various factors, including:

	•	changes in the business, operations, or prospects of Seaway or Spartan Stores;
	•	developments in the retail or wholesale industries;
	•	general economic and market conditions; and
	•	market assessments as to whether and when the merger will be consummated.

Spartan Stores does not expect to pay any dividends for the foreseeable future after the merger

        The payment of dividends by Spartan Stores after the merger will be determined by its board of directors. We anticipate that Spartan Stores will not pay any dividends for the foreseeable future after the merger, but will invest any net earnings in its operations and to acquire additional retail operations.

There has been no prior public market for Spartan Stores common stock and its price could be volatile

        There has been no prior public market for Spartan Stores stock. In connection with the merger, Spartan Stores expects to list its common stock for trading on Nasdaq under the trading symbol SPTN. We cannot assure you that an active public market for Spartan Stores common stock will develop or be sustained. In addition, the market price of Spartan Stores common stock may be volatile and could be subject to wide fluctuations in response to a number of factors, including:

	•	quarterly variations in actual or anticipated financial results;
	•	acquisitions, divestitures or other significant corporate developments;
	•	developments in the retail or wholesale grocery industries;

        The stock market has experienced in the past, and may experience in the future, substantial if not extreme price and volume fluctuations. These broad market fluctuations affect the market price of the stock of many companies and may be unrelated to the operating performance of each of the specific companies whose stock is affected. The market price of Spartan Stores common stock may be adversely affected by these market fluctuations and by economic conditions in the retail or wholesale grocery industries or in the general economy.

Spartan Stores' indebtedness could affect its success after the merger

        As of March 25, 2000, Spartan Stores and Seaway together had total outstanding indebtedness of approximately $327 million. Spartan Stores expects to have total outstanding indebtedness of $355 million after the merger, leaving approximately $90 million available for additional borrowings under its credit facility.

        Spartan Stores' ability to meet its payment obligations on its debt and to meet its other obligations will depend upon its future performance, which will be affected by economic, financial, competitive and other factors beyond its control. Spartan Stores' debt service obligations may make it more difficult for Spartan Stores to achieve profitability objectives or to pay dividends or other distributions to its shareholders. Furthermore, the payment of dividends and other distributions to shareholders is subject to certain restrictions under Spartan Stores' current credit facility.

        We cannot assure you that Spartan Stores' businesses will continue to generate cash flow at or above current levels or that forecasted levels will occur. If Spartan Stores can't meet its obligations and fund its operational requirements with its available resources, Spartan Stores may have to refinance all or a portion of its existing debt, sell assets or obtain additional financing. We cannot assure you that any such refinancing would be possible or that any such sales of assets or additional financing could be completed, or completed on terms favorable to Spartan Stores.

Spartan Stores' proposed amendments to its articles of incorporation and bylaws contain anti-takeover provisions that may make it more difficult or expensive for other companies to acquire Spartan Stores in the future or may negatively affect its stock price

        Spartan Stores shareholders will vote on the amendment of Spartan Stores' articles of incorporation and bylaws. These amendments contain several provisions that may make it more difficult for a third party to acquire control of the company without the approval of its board. These provisions also may make it more difficult or expensive for a third party to acquire a majority of the outstanding voting common stock of Spartan Stores. They may also delay, prevent or deter a merger, acquisition or other transaction that might otherwise result in the shareholders receiving a premium over the market price for their stock. Spartan Stores' stock price could also be negatively affected by these provisions. See "Description of Stock and Shareholder Rights After the Merger" beginning on page 67.

The issuance of Spartan Stores preferred stock could adversely affect the rights of holders of common stock

        Following the amendment to Spartan Stores' articles of incorporation in connection with the merger, Spartan Stores will be authorized to issue 10 million shares of preferred stock with whatever preferences, limitations and voting, and other rights the Spartan Stores board of directors may determine before issuance of the shares. The board may authorize and issue one or more series of preferred stock with preferences and rights superior to the rights of the holders of common stock. The Spartan Stores board, without shareholder approval, could issue preferred stock with voting or conversion rights that could adversely affect the voting power of the holders of Spartan Stores common stock.

        This prospectus and joint proxy statement includes "forward-looking statements" about the merger and Spartan Stores' and Seaway's plans, strategies, objectives, goals, expectations or projections. This includes information relating to the benefits, cost savings, revenues and earnings estimated to result from the merger and estimated costs in connection with the merger. You can identify forward-looking statements by words or phrases indicating that Spartan Stores or its management or Seaway or its management "expects," "anticipates," "projects," "plans" or "believes" that a particular event "may result" or "will likely result" or that a particular event "may occur" or "will likely occur" in the future, or similar expressions. These forward-looking statements are found at various places throughout this document and the other documents incorporated herein by reference, including Spartan Stores' and Seaway's Annual Reports on Form 10-K filed for the most recent fiscal year and their Quarterly Reports on Form 10-Q filed during the current fiscal year. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus and joint proxy statement. In addition to other risks and uncertainties described in this prospectus and joint proxy statement, there are many important factors that could cause actual results to be materially different from Spartan Stores' or Seaway's current expectations.

        Anticipated future sales are subject to competitive pressures from many sources. Spartan Stores' grocery store and convenience store retail and distribution businesses compete with many warehouse discount stores, supermarkets, pharmacies and product manufacturers. Spartan Stores' insurance segment competes with many insurance agents and insurance companies, especially in the property and casualty insurance markets. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes, product prices or service fees.

        Operating and administrative expenses may be adversely affected by unexpected costs associated with, among other factors:

	•	the integration of the business operations of the retail stores and other businesses acquired by Spartan Stores;
	•	future business acquisitions, including additional retail stores;
	•	unanticipated labor shortages, stoppages or disputes;
	•	business divestitures;
	•	increased transportation or fuel costs; and
	•	current or future lawsuits and administrative proceedings.

        Spartan Stores' future interest expense and income also may differ from current expectations, depending upon the following, among other factors:

	•	the amount of additional borrowings necessary for retail store acquisitions;
	•	interest rate changes;
	•	cigarette inventory levels; and
	•	retail property sales.

        We intend this section to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This should not be construed as a complete list of all economic, competitive, governmental and technological factors that could adversely affect Spartan Stores' or Seaway's expected consolidated financial position, results of operations or liquidity. We disclaim any obligation to update its forward-looking statements to reflect events or circumstances that occur after date of this document.

General

        This prospectus and joint proxy statement is first being mailed to the shareholders of Seaway on or about June 9, 2000, and is accompanied by the notice of the special meeting of Seaway shareholders and a proxy card being solicited by the Seaway board for use at the special meeting.

Date, Time and Place

        The special meeting is scheduled to be held on July 18, 2000, at 10:00 a.m., local time, at the Brandywine Country Club, 6904 Salisbury Road, Maumee, Ohio 43537.

Matters to be Considered

        At the special meeting, Seaway shareholders will be asked to consider and vote on (1) a proposal to adopt the merger agreement by and among Seaway, Spartan Stores and Spartan Acquisition Corp., and approve the transactions contemplated by the merger agreement, and (2) such other matters as may properly be submitted to a vote at the special meeting. Pursuant to the merger agreement, Seaway will be merged into Spartan Acquisition Corp. and will become a wholly owned subsidiary of Spartan Stores.

        Seaway's board of directors has unanimously approved the merger agreement and recommends that shareholders vote FOR the proposal to adopt the merger agreement and approve the transactions contemplated by the merger agreement.

Proxies

        The accompanying proxy card is for use at the Seaway special meeting if you cannot or do not wish to attend and vote in person. You may revoke the proxy at any time before it is exercised, by submitting to Seaway written notice of revocation or a properly executed proxy card with a later date, or by attending the special meeting and voting in person. You should address written notices of revocation and other communications with respect to the revocation of proxies to Seaway Food Town, Inc., 1020 Ford Street, Maumee, Ohio 43537, Attention: Chief Financial Officer. All shares represented by valid proxy cards received, and not revoked before they are exercised, will be voted in the manner specified in such proxy cards. If no specification is made, such shares will be voted in favor of the adoption of the merger agreement and approval of the transactions contemplated by the merger agreement.

        The Seaway board is not currently aware of any matters that will come before the special meeting other than the "Matters to be Considered" described above. If any other matter should be presented at the special meeting for action, the persons named in the accompanying proxy card will vote the proxy in their own discretion.

        Seaway shareholders should not send any stock certificates with their proxy cards.

Solicitation of Proxies

        Seaway will pay all costs of soliciting proxies from the Seaway shareholders. However, Spartan Stores and Seaway will split the costs of printing this prospectus and joint proxy statement and related materials and the costs of filing the registration statement, of which this prospectus and joint proxy statement is a part, with the SEC. In addition to soliciting proxies by mail, Seaway will request banks, brokers and other record holders to send proxies and proxy material to the beneficial owners of Seaway common stock and secure their voting instructions. Seaway will reimburse those record holders for their reasonable expenses in so doing. Seaway intends to use several of its officers and regular employees, who will not be specially compensated, to solicit proxies from shareholders, either personally or by telephone, telegram, facsimile or electronic or United States mail. Beacon Hill Partners, Inc. will assist Seaway in the solicitation of proxies by Seaway for a fee up to $5,000, plus reimbursement of reasonable out-of-pocket expenses. Seaway will indemnify Beacon Hill Partners against specific liabilities and expenses, including liabilities and expenses under the federal securities laws.

Record Date and Voting Rights

        Seaway has fixed the close of business on June 1, 2000 as the record date for determining

        You are entitled to one vote for each share of Seaway common stock that you own. The affirmative vote of a majority of the outstanding shares of Seaway common stock is required to adopt the merger agreement and approve the transactions contemplated by the merger agreement.

        Holders of Seaway common stock represented in person or by proxy will be counted for purposes of determining whether a quorum is present at the special meeting. Abstentions and broker non-votes will be treated as shares of Seaway common stock that are present and entitled to vote for purposes of determining whether a quorum is present and will have the same effect as votes against adoption of the merger agreement and authorization of the transactions contemplated by the merger agreement. Accordingly, the Seaway board urges all shareholders to complete, date and sign the accompanying proxy card and return it promptly in the enclosed, postage-paid envelope.

Recommendation of the Seaway Board

        The Seaway board has determined that the merger is fair to, and in the best interests of, Seaway and its shareholders and, therefore, has unanimously approved the merger agreement. The Seaway board unanimously recommends that the shareholders of Seaway vote FOR adoption of the merger agreement. See "Recommendation of the Seaway Board and Reasons for the Merger" beginning on page 24.

General

        The Seaway board and the Spartan Stores board have each unanimously approved the merger of Seaway and Spartan Stores. The shareholders meetings for both companies will be held on July 18, 2000. We expect to complete the merger as soon as practicable after the shareholders meetings.

        If the merger is completed as proposed, Seaway will be merged with Spartan Acquisition Corp. and become a wholly owned subsidiary of Spartan Stores operating under the name "Seaway Food Town, Inc." Each outstanding share of Spartan Stores Class A common stock, $2.00 par value, will be converted into one share of Spartan Stores common stock, no par value. Spartan Stores will declare a stock split pursuant to a dividend of 0.336 shares of Spartan Stores common stock for each share of Spartan Stores common stock outstanding immediately before the merger. Spartan Stores will issue one share of Spartan Stores common stock and $5.00 in cash to the shareholders of Seaway in exchange for each share of Seaway common stock outstanding immediately before the merger. After the merger, Spartan Stores will have approximately 20 million shares of common stock outstanding. Spartan Stores expects that its common stock will be listed for trading on Nasdaq under the trading symbol of SPTN and will be owned approximately 33.5% by the current shareholders of Seaway and 66.5% by the current shareholders of Spartan Stores.

Management and Operations After the Merger

        The articles of incorporation and bylaws of Spartan Acquisition Corp. will be the articles of incorporation and bylaws of the surviving corporation after the effective time of the merger. The directors and officers of Spartan Acquisition Corp. immediately before the effective time of the merger will be the initial directors and officers of the surviving corporation. Under the terms of the merger agreement, two persons chosen by Seaway will be appointed to the Spartan Stores board. One of the persons will become a member of the class of the Spartan Stores board that expires at the Spartan Stores 2001 annual meeting and the other person will become a member of the class of the Spartan Stores board that expires at the 2003 annual meeting. See "Proposal to Elect Directors" beginning on page 80.

Listing on Nasdaq

        Spartan Stores expects to obtain the listing on the Nasdaq National Market of all shares of its common stock issued and outstanding, reserved for issuance or to be issued in connection with the merger. It is a condition to the completion of the merger that these shares of Spartan Stores common stock be authorized for listing on Nasdaq, subject to official notice of issuance. In connection with the listing application, Spartan Stores has reserved the stock trading symbol SPTN. As of the close of business on the closing date of the merger, all shares of Seaway common stock will cease trading on Nasdaq under the stock trading symbol SEWY.

Background of the Merger

        In recent years, the food retailing and wholesaling industries have experienced significant consolidation. The consolidation has been caused by a number of factors that continue to exist, including the opportunity for larger operators to more readily achieve cost savings and operating efficiencies in areas such as purchasing, facility utilization, advertising and technology. In addition, consolidation has been driven by the desire for geographic expansion and by an increasingly competitive marketplace including the emergence of alternative food wholesaling and retailing channels.

        Over the past several years, the Seaway board has monitored the ongoing consolidation in the supermarket industry. In assessing Seaway's recent operating results and future prospects during early 1999, the Seaway board determined that for Seaway to maintain strong earnings growth over the long term, it would need to grow revenues significantly. The Seaway board believed that the best method of promoting revenue growth was by expanding Seaway's store base through new store openings or acquisitions. However, a store expansion strategy involved a number of risks. This strategy would likely require Seaway to incur additional debt and to hire additional management personnel in order to oversee its larger base of operations. Due to the uncertainties associated with an expansion strategy, the Seaway board determined that it was appropriate to consider strategic alternatives, such as the sale of Seaway or a merger with a strategic partner.

        At its meeting on April 8, 1999, the Seaway board appointed the Strategic Planning Committee comprised of Wallace Iott, Richard Iott, Waldo Yeager, Joel Levine, Eugene Wos and Geoffrey Lyden to evaluate current trends in the supermarket industry and the current environment for mergers and acquisitions in the industry. The committee was also authorized to interview prospective investment banking firms to assist Seaway in exploring strategic alternatives. The Strategic Planning Committee reviewed a list of six investment banking firms who might serve as potential financial advisors to Seaway with regard to pursuing strategic alternatives, and subsequently selected three firms for interviews. After interviewing these firms in June 1999, the Strategic Planning Committee recommended that Seaway retain DLJ to serve as Seaway's financial advisor. On July 8, 1999, the Seaway board decided to retain DLJ as its financial advisor to assist Seaway in pursuing strategic alternatives. Following that meeting, Seaway issued a press release indicating that the Seaway board had authorized the employment of an investment banker to assist it in exploring strategic alternatives.

        In August 1999, at the request of the Seaway board, DLJ contacted ten food retailing/wholesaling companies regarding their interest in potentially acquiring or merging with Seaway. Seven of the parties contacted signed confidentiality agreements and received copies of a confidential information memorandum describing Seaway's business and financial condition. None of those parties submitted a written indication of interest in acquiring Seaway, although some orally indicated an interest in potentially buying certain stores. After discussions with the Seaway board, DLJ began a broader solicitation of potential strategic partners. Ultimately, 34 parties were contacted during the period from August 1999 through January 2000. Of the 34 parties, 17 requested and were provided with the confidential information memorandum. Three parties, Spartan Stores and two other industry participants, expressed interest in exploring a strategic transaction with Seaway.

        During the period in which it engaged in the discussions with Spartan described below, Seaway also engaged in preliminary discussions with the other two parties identified during the solicitation process. In October 1999, Seaway determined to discontinue discussions with one of these parties because of its highly leveraged capital structure and deteriorating operating performance. In late January 2000, the other interested party advised Seaway that it was no longer interested in a transaction.

        From June through September 1999, Spartan Stores engaged in discussions with McDonald regarding an acquisition strategy that would help lower costs and obtain other benefits related to increased size and gain access to capital through the public markets.

        DLJ contacted Spartan Stores on August 4, 1999 regarding a possible transaction with Seaway. On August 11, 1999, following the receipt of an executed confidentiality agreement, DLJ delivered to Spartan Stores a copy of the confidential information memorandum. On September 9, 1999, the due date for preliminary indications of interest from possible strategic partners, Spartan Stores requested an extension of the deadline. On September 17, 1999, Spartan Stores indicated that it was currently integrating recent acquisitions and expressed concern about Seaway's stock price, but remained interested in a possible strategic combination. On September 23, 1999, Spartan Stores orally reiterated its interest in pursuing a strategic combination with Seaway.

        On October 6, 1999, McDonald submitted to Seaway a letter again expressing Spartan Stores' interest in a possible transaction and requesting an initial meeting. On October 21, 1999, representatives of Seaway management delivered a presentation which provided an overview of Seaway's business and financial condition to representatives of the Spartan Stores' management team.

        On November 8, 1999, Spartan Stores submitted a preliminary indication of interest to Seaway with a price range of $18.00 to $21.00 per share, payable in a combination of cash and stock, with the cash portion to represent not less than 50% of the total consideration. In addition, the indication of interest requested an exclusive negotiation period through January 31, 2000, agreements from key Seaway shareholders to support the proposed transaction, covenants not to sell shares received in the merger for a specified period after the merger, and a grant of stock options to Spartan Stores. On November 11, 1999, Seaway expressed concern about the adequacy of the proposed price, but allowed Spartan Stores to proceed with its investigation of the business.

        On November 19, 1999, Spartan Stores submitted a revised proposal. The proposal was substantially the same as the proposal submitted on November 8, 1999, but contemplated a "reverse merger" whereby Seaway would be the surviving public entity, as well as board representation for the Seaway shareholders.

        After discussions between McDonald and DLJ, on December 1, 1999 Spartan Stores submitted a revised proposal, which again contemplated a reverse merger. As part of this proposal, approximately 50% of the total consideration would be in the form of cash. The proposal was not specific with respect to valuation of the total consideration, and instead indicated that the aggregate consideration would be mutually agreed upon at a later time.

        On December 15, 1999, Spartan Stores conducted due diligence store visits and visits to the offices of Seaway's co-counsel, Spengler Nathanson PLL, where Spartan Stores, with the assistance of its legal counsel, Warner Norcross & Judd LLP, and accountants, Deloitte & Touche LLP, reviewed various documents relating to Seaway's business, operations and financial data.

        Following additional discussions, on January 5, 2000, Spartan Stores, through McDonald, submitted a revised proposal, which contemplated a 100% stock-for-stock merger in which Seaway's shareholders would own 32% of the combined company. On January 25, 2000, DLJ informed McDonald that the Seaway board considered the proposal inadequate.

        On January 28, 2000, following several weeks of discussions between DLJ and McDonald, Spartan Stores submitted a revised proposal under which Seaway's shareholders would receive $5.00 per share in cash and would own 30% of the combined company. The proposal contemplated that Seaway would merge with a newly formed subsidiary of Spartan Stores; that Spartan Stores would list its common stock for trading on Nasdaq; that Seaway would have the right to designate two persons acceptable to Spartan Stores to serve on the Spartan Stores board of directors; and that, in certain circumstances, Seaway would pay to Spartan Stores termination fees in the amount of $8 million.

        On February 3, 2000 Seaway sent a written counterproposal to Spartan Stores seeking either more cash per share, a greater equity percentage ownership for its shareholders of the combined company, or both. Discussions continued until February 16, 2000, at which point the parties reached a general understanding on a transaction that would result in Seaway shareholders receiving $5.00 per share in cash and shares of Spartan Stores common stock representing 33.5% of the outstanding shares of the combined company; Seaway paying to Spartan Stores a termination fee of $6.5 million in certain circumstances; and key shareholders agreeing to refrain from selling shares of common stock of Spartan Stores for 90 days after the merger and to vote to approve the merger. On February 16, 2000, Seaway and Spartan Stores signed a letter of intent embodying this general understanding. In that letter of intent, Seaway agreed to negotiate exclusively with Spartan Stores for a 30-day period, which period was subsequently extended to April 6, 2000.

        Beginning on February 24, 2000 through the signing of the merger agreement, Spartan Stores continued its due diligence investigation of Seaway. During that same period, Seaway, with the assistance of its co-counsel, Calfee, Halter & Griswold LLP and Spengler Nathanson PLL, its accountants, Ernst & Young LLP, and DLJ, conducted business, legal, accounting and financial due diligence on Spartan Stores.

        On February 24, 2000, Warner Norcross & Judd distributed an initial draft of the merger agreement and ancillary documents to Seaway and its counsel. From March 1, 2000 through April 6, 2000, Spartan Stores and Seaway's co-counsel, financial advisors and principals engaged in numerous conference calls to negotiate on the merger agreement, the voting agreements and other ancillary documentation relating to the proposed transaction. Negotiations focused on:

	•	the scope and content of each party's representations and warranties;
	•	the various covenants to which each party would be subject during the period from signing to closing;
	•	the indemnification rights to be provided to Seaway's directors after closing, the treatment of Seaway's employee benefit plans and existing compensation arrangements for employees; and

        On March 13, 2000, Seaway and Spartan Stores issued separate press releases announcing that the parties were engaged in merger negotiations and setting forth the consideration proposed to be paid in that transaction.

        On April 6, 2000, the Seaway board met and reviewed the status of negotiations with its financial and legal advisors. Representatives of DLJ, Calfee, Halter & Griswold LLP, Spengler Nathanson PLL, and Ernst & Young LLP were in attendance at this meeting of the Seaway board. At this meeting, the board accepted the previously submitted resignation of Thomas O'Donnell, the retired Chairman of McDonald. Mr. O'Donnell was not present and did not participate in any discussion at the meeting on April 6. Because of McDonald's relationship as financial advisor to Spartan Stores in the merger and Mr. O'Donnell's past association with McDonald, Mr. O'Donnell also did not participate in any prior board discussions of the proposed transaction. DLJ reviewed with the Seaway board the financial analyses performed in its evaluation of the consideration to be received by Seaway shareholders in the transaction. DLJ also delivered to the Seaway board its written opinion (described in "Opinion of Seaway's Financial Advisor" beginning on page 26) to the effect that, as of the date thereof, and based on and subject to the assumptions, limitations and qualifications set forth in its written opinion, the consideration to be received by Seaway shareholders in the merger was fair, from a financial point of view, to such shareholders. In addition, representatives of Calfee, Halter & Griswold and Spengler Nathanson reviewed the principal terms and conditions of the merger agreement and ancillary documents and discussed with the Seaway board the results of the legal due diligence conducted on Spartan Stores. An Ernst & Young representative discussed the financial and accounting due diligence conducted on Spartan Stores.

        After consideration of these matters, and after receiving the recommendation of the Strategic Planning Committee, the Seaway board unanimously determined that the merger was advisable and in the best interests of Seaway's shareholders, and approved and adopted the merger agreement and all related documents.

        On April 6, 2000, the Spartan Stores board met to review and consider the proposed transaction between Spartan Stores and Seaway. Representatives of McDonald delivered to Spartan Stores a presentation on the proposed transaction and provided to the board a draft of McDonald's written opinion. McDonald advised the board that, as of the date of the meeting and subject to certain conditions, limitations, qualifications and other matters stated in its opinion (described in "Opinion of Spartan Stores' Financial Advisor" beginning on page 32), McDonald was of the opinion that, after considering the dividend of the Spartan Stores common stock to the Spartan Stores shareholders, the consideration to be paid to the Seaway shareholders in the merger was fair, from a financial point of view, to Spartan Stores. Representatives of Warner Norcross & Judd attended this meeting and reviewed with the Spartan Stores board the principal terms of the merger agreement, the voting agreements and affiliate's agreement and the proposed amendments to Spartan Stores' articles of incorporation and bylaws, and discussed the due diligence investigations conducted in connection with the merger. After discussions, the Spartan Stores board unanimously approved the merger agreement and the merger and other transactions contemplated by the merger agreement.

        Seaway and Spartan Stores executed the merger agreement and the other related definitive documents on April 6, 2000. Seaway and Spartan Stores issued a joint press release announcing the execution of the merger agreement on April 7, 2000.

Recommendation of the Seaway Board and Reasons for the Merger

        At the meeting of the Seaway board held on April 6, 2000, the Seaway board determined that the merger agreement is advisable and fair to, and in the best interests of, Seaway and its shareholders. Accordingly, the Seaway board unanimously adopted the merger agreement and unanimously recommends that Seaway's shareholders adopt the merger agreement.

        In reaching its decision to approve the merger agreement and to recommend adoption of the merger agreement by Seaway's shareholders, the Seaway board consulted with Seaway's management and

•	The Seaway board's knowledge and review of:
	•	The business, operations, financial condition and earnings of Seaway and Spartan Stores individually on a historical and prospective basis and of the combined company on a pro forma basis, and
	•	The resulting relative interests of current holders of Seaway common stock and Spartan Stores common stock in the equity of the combined company;
•	That Spartan Stores' strong position as a food wholesaler in Michigan and its growing retail presence, combined with Seaway's strong market shares in northwest Ohio and southeastern Michigan, provides an opportunity to create a strong regional business with significant opportunities to continue to expand;
•	The strategic fit between Seaway and Spartan Stores, including the opportunity for synergies and cost savings, which Spartan Stores' management estimated would exceed $6 million in the first full fiscal year ending March 30, 2002 and increase thereafter;
•	That the combined company will have greater resources with which to compete against the larger supermarket operators that have been growing aggressively through consolidation;
•	The potential for appreciation in the value of the common stock of the combined company as a result of the merger and the ability of Seaway's shareholders to benefit from ownership in a higher growth business and to participate in the enhanced prospects of the combined company as holders of the combined company's common stock;
•	The anticipated effects of the merger on Seaway's employees and the Toledo community;
•	The presentation of DLJ at the Seaway board meeting on April 6, 2000, and the oral opinion of DLJ given at that meeting and subsequently confirmed in writing on that same date that as of that date and based on and subject to the assumptions, limitations, and qualifications set forth in its written opinion attached as Annex C to this prospectus and joint proxy statement, the consideration to be received in the merger by Seaway's shareholders was fair, from a financial point of view, to Seaway's shareholders;
•	The results of a process in which indications of interest were solicited from 34 potential buyers;
•	That the value of the consideration to be received by Seaway's shareholders represented an implied premium over recent and historical market prices of Seaway, but that the value of the consideration was lower than market prices that had been achieved by Seaway during recent months;
•	The current state of the market for supermarket industry mergers and acquisitions, including the fact that this market was weaker in recent years, and the performance of supermarket stocks during recent periods;
•	The fact that two of Seaway's directors will become members of the combined company's board of directors, and the fact that the combined company's board of directors is anticipated to be comprised of seven to nine members;
•	That the consideration to be received by Seaway's shareholders included a significant cash component, and the potential tax consequences associated with a transaction involving a mix of stock and cash consideration;
•	The fact that the exchange ratio was fixed, and was not subject to adjustment based upon fluctuations in the market value or financial performance of the two companies;

        The foregoing discussion of the information and factors considered by the Seaway board is not meant to be exhaustive, but is believed to include all material factors considered by the Seaway board. The Seaway board did not quantify or attach any particular weight to the various factors that it considered in reaching its determination that the merger agreement is fair to, and in the best interests of, Seaway's shareholders and in declaring the merger agreement to be advisable. Rather, the Seaway board made its determination based on the total mix of information available to it, and the judgments of individual directors may have been influenced to a greater or lesser degree by different factors. In considering the recommendation of the Seaway board, shareholders should be aware that the interests of certain directors and executive officers of Seaway are or may be different from or in addition to the interests of Seaway's shareholders generally. The Seaway board was aware of those interests, and took them into account. See "Interests of Certain Persons in the Merger" beginning on page 39.

        The Seaway board has unanimously adopted the merger agreement. The Seaway board has determined and believes that the merger agreement is advisable and fair to, and in the best interests of, Seaway's shareholders. The Seaway board recommends that you vote "FOR" the adoption of the merger agreement.

Opinion of Seaway's Financial Advisor

        Seaway asked DLJ, in its role as financial advisor to Seaway, to render an opinion to the Seaway board as to the fairness, from a financial point of view, to the holders of Seaway common stock of the consideration to be received by such holders in the merger. On April 6, 2000, DLJ delivered to the Seaway board its written opinion to the effect that, as of that date, based on and subject to the assumptions, limitations and qualifications set forth in its written opinion, the consideration to be received by the holders of Seaway common stock in the merger was fair to such holders from a financial point of view.

        The full text of DLJ's opinion is attached as Annex C to this prospectus and joint proxy statement. The summary of DLJ's opinion set forth in this prospectus and joint proxy statement is qualified in its entirety by reference to the full text of DLJ's opinion. Seaway shareholders are urged to

read DLJ's opinion carefully and in its entirety for the procedures followed, assumptions made, other matters considered and limits of the review by DLJ in connection with its opinion.

        Seaway selected DLJ as its financial advisor because DLJ is an internationally recognized investment banking firm that has substantial experience providing strategic advisory services. DLJ was not retained as an advisor or agent to the shareholders of Seaway or any other person. As part of its investment banking business, DLJ is regularly engaged in the valuation of businesses and securities in connection with mergers, acquisitions, underwritings, sales and distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Seaway did not impose any restrictions or limitations upon DLJ with respect to the investigations made or the procedures followed by DLJ in rendering its opinion.

        In arriving at its opinion, DLJ:

	•	reviewed the draft dated March 27, 2000 of the merger agreement and assumed the final merger agreement would not vary in any respect material to DLJ's analysis;
	•	reviewed the exhibits to the merger agreement;
	•	reviewed financial and other information that was publicly available or furnished to it by Seaway and Spartan Stores, including information provided during discussions with their respective managements. Included in the information provided during discussions with the respective managements were certain financial projections of Seaway prepared by the management of Seaway and certain financial projections of Spartan Stores prepared by the management of Spartan Stores;
	•	compared certain financial and securities data of Seaway and certain financial data of Spartan Stores with various other companies whose securities are traded in public markets;
	•	reviewed the historical stock prices and trading volumes of Seaway common stock;
	•	reviewed prices and premiums paid in certain other business combinations; and
	•	conducted other financial studies, analyses and investigations, as DLJ deemed appropriate for purposes of rendering its opinion.

        In rendering its opinion, DLJ relied on and assumed the accuracy and completeness of all the financial and other information that was available to it from public sources, that was provided to it by Seaway, Spartan Stores, or their respective representatives, or that was otherwise reviewed by DLJ. In particular, DLJ relied on the estimates of the management of Spartan Stores and Seaway of the operating synergies achievable as a result of the merger and upon its discussion of these synergies with the management of Spartan Stores and Seaway. With respect to the financial projections supplied to DLJ, DLJ relied on representations that the projections were reasonably prepared on the basis reflecting the best currently available estimates and judgments of the management of Seaway and Spartan Stores as to the future operating and financial performance of Seaway and Spartan Stores, respectively. DLJ expressed no opinion with respect to these projections or the assumptions upon which they are based. DLJ did not assume responsibility for making any independent evaluation of the assets or liabilities, or for making any independent verification of the information reviewed by DLJ. DLJ relied as to certain legal matters on advice of counsel to Seaway.

        DLJ's opinion was necessarily based on economic, market, financial and other conditions as they existed on, and on the information made available to DLJ as of, the date of its opinion. DLJ states in its opinion that although subsequent developments may affect its opinion, DLJ does not have any obligations to update, revise or reaffirm its opinion.

        DLJ prepared its opinion for the Seaway board, and the opinion addresses only the fairness to the holders of Seaway common stock from a financial point of view, as of the date of the opinion, of the consideration to be received by such holders. DLJ expressed no opinion as to the price at which Spartan Stores common stock would actually trade at any time, although DLJ noted that, everything else being equal, there may be downward pressure on Spartan Stores common stock and Seaway common stock until Spartan Stores common stock trades on a fully

        The consideration to be received by the holders of Seaway common stock was determined in arm's length negotiations between Seaway and Spartan Stores, in which DLJ advised Seaway.

        Summary of Financial Analyses Performed by DLJ. The following is a summary of the financial analyses presented by DLJ to the Seaway board on April 6, 2000 in connection with the preparation of DLJ's opinion. No company used in the analyses described below is directly comparable to Seaway, Spartan Stores or the contemplated transaction. In addition, mathematical analyses such as determining the mean or median are not in themselves meaningful methods of using selected company data. The analyses performed by DLJ are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. The information summarized in the tables, which follow, should be read in conjunction with the accompanying text.

        Valuation of Consideration Received

        Pursuant to the terms of the merger agreement, Seaway shareholders are to receive $5.00 per share in cash, referred to as the "cash consideration," plus one share of Spartan Stores common stock for each existing Seaway share owned, referred to as the "stock consideration." Because Seaway shareholders are receiving stock with no existing public market, DLJ first presented to the Seaway board its valuation of the consideration to be received by Seaway shareholders in the merger. In order to determine a valuation range for the stock consideration, DLJ analyzed the market values and trading multiples of selected publicly traded food distributor companies that DLJ believed were reasonably comparable to Spartan Stores and the pro forma combined company, after giving effect to the merger. These comparable companies consisted of:

	•	Fleming Companies Inc.;
	•	Nash Finch Company; and
	•	SUPERVALU Inc. (pro forma to give effect to its acquisition of Richfood Holdings).

        In examining these comparable companies, DLJ calculated the enterprise value of each company as a multiple of its respective LTM EBITDA. The enterprise value of a company is equal to the value of its common equity plus debt and the liquidation value of outstanding preferred stock, if any, minus cash and the value of certain other assets, including minority interests in other entities. "LTM" means the last twelve-month period for which financial data for the company at issue has been reported. "EBITDA" means earnings before interest, taxes, depreciation and amortization. All historical data was derived from publicly available sources. DLJ's analysis of the comparable companies yielded the following multiple range:

Enterprise Value/LTM EBITDA
High	6.1x
Low	4.8
Average	5.5

        Based on the multiples of the selected comparable companies, DLJ defined a relevant fully distributed multiple range of 5.40x to 5.80x LTM EBITDA for purposes of valuing the stock consideration. DLJ noted that its valuation of the stock consideration reflected the value of the stock as if it were a fully distributed security, and that there are numerous factors that will determine how quickly after the consummation of the merger the stock will trade like a fully distributed security. DLJ then applied the relevant multiple range to the LTM EBITDA of the pro forma combined company, defined as the sum of (1) Seaway's LTM EBITDA for the period ended February 26, 2000 (adjusted to exclude $710,000 of non-recurring expenses relating to Seaway's strategic planning process) and (2) Spartan Stores' LTM EBITDA for the period ended January 1, 2000, pro forma to give effect to three acquisitions completed by Spartan Stores during the LTM period. DLJ then derived a range of per share values for the stock consideration of approximately $14.50 to $16.50, which in addition to the cash consideration, implied a valuation range for the consideration to be received in the merger of approximately $19.50 to $21.50 per Seaway share.

        DLJ also presented to the Seaway board a valuation range of the merger consideration assuming Spartan Stores is able to achieve the $6.0 million in

        Analysis of Seaway Food Town, Inc.

        Common Stock Trading History. DLJ examined the historical closing prices of Seaway common stock from January 2, 1998 to July 8, 1999, the last trading day prior to Seaway's announcement that it had hired an investment bank to explore strategic alternatives. During this time period, the price of Seaway common stock reached a high of $24.69 per share, a low of $11.00 per share and closed at an average of $16.00 per share. DLJ also examined the historical closing prices of Seaway common stock from July 9, 1999 to March 31, 2000. During this time period, the price of Seaway common stock reached a high of $30.00 per share, a low of $12.38 per share and closed at an average of $21.84 per share.

        Comparable Publicly Traded Company Analysis. DLJ analyzed the market values and trading multiples of selected publicly traded regional food retailing companies that DLJ believed were reasonably comparable to Seaway. These comparable companies consisted of:

	•	Great Atlantic & Pacific Tea Co. Inc.;
	•	Marsh Supermarkets Inc.;
	•	Nash Finch Company; and
	•	Ruddick Corp.

        In examining these comparable companies, DLJ calculated the enterprise value of each company as a multiple of its respective LTM EBITDA. All historical data was derived from publicly available sources. DLJ's analysis of the comparable companies yielded the following multiple range:

Enterprise Value /  LTM EBITDA
High	5.2x
Low	4.0
Average	4.5

        Based on the multiples of the selected comparable public companies, DLJ defined a relevant multiple range of 4.20x to 5.00x Seaway's LTM EBITDA for the period ended February 26, 2000, yielding an estimated relevant range of values per share for Seaway common stock of approximately $16.00 to $19.00, compared to DLJ's per share valuation of the merger consideration of approximately $19.50 to $21.50 before synergies, and approximately $21.00 to $23.00 including synergies.

        Discounted Cash Flow Analysis. DLJ performed a DCF analysis of the projected cash flows of Seaway for the adjusted fiscal years ending March 31, 2001 through March 31, 2005 using projections and assumptions provided by the management of Seaway. Seaway's fiscal year end is August, however, DLJ adjusted the projections to a March 31 fiscal year end to be consistent with Spartan Stores' fiscal year end and so as to be able to discount such projections to March 31, 2000. "DCF" means discounted cash flow. The valuation of Seaway implied by the DCF analysis was estimated using discount rates ranging from 11% to 13%, based on estimates related to the weighted average cost of capital of Seaway, and terminal multiples of estimated EBITDA for Seaway's adjusted fiscal year ending March 31, 2005 ranging from 4.20x to 5.00x. Based on this analysis, DLJ estimated a range of values per share for Seaway common stock of approximately $14.00 to $19.00, compared to DLJ's valuation of the consideration to be received in the merger of approximately $19.50 to $21.50 before synergies, and approximately $21.00 to $23.00 including synergies.

        Contribution Analysis. DLJ analyzed the relative contributions of Seaway and Spartan Stores to the pro forma combined company for the LTM period ended January 1, 2000 for Spartan Stores, pro forma to give effect to three acquisitions completed by Spartan Stores during the period, and the LTM period ended February 26, 2000 for Seaway, and for the estimated fiscal year ending March 31, 2001 based on selected financial data, assuming no anticipated cost savings or related expenses. DLJ analyzed the respective contributions of each company's revenue, EBITDA, EBIT and net income for the two periods based on publicly available sources and estimates provided by the management

        DLJ compared Seaway's relative contributions to the pro forma combined company, which ranged from 18.1% to 32.6%, to the pro forma ownership stake of 33.5% that Seaway's shareholders will hold upon consummation of the merger. In addition, DLJ noted that Seaway's shareholders also will receive $5.00 per share in cash consideration.

        The summary set forth above does not purport to be a complete description of the analyses performed by DLJ but describes, in summary form, the material elements of the presentation made by DLJ to the Seaway board on April 6, 2000 in connection with the preparation of DLJ's fairness opinion. The preparation of the fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to summary descriptions. Each of the analyses conducted by DLJ was carried out in order to provide a different perspective on the transaction and to add to the total mix of information available. DLJ did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion as to fairness from a financial point of view. Rather, in reaching its conclusion, DLJ considered the results of the analyses in light of each other and ultimately reached its opinion based on the results of all analyses taken as a whole. DLJ did not place any particular reliance or weight on any individual analysis, but instead concluded that its analyses, taken as a whole, supported its determination. Accordingly, notwithstanding the separate factors summarized above, DLJ has indicated to Seaway that it believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the evaluation process underlying its opinion. The analyses performed by DLJ are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses.

        Engagement Letter. Pursuant to the terms of an engagement agreement dated July 14, 1999, Seaway has agreed to pay DLJ a fee that is customary in transactions of this nature, a substantial portion of which is contingent upon the completion of the merger. In addition, Seaway agreed to reimburse DLJ, upon request by DLJ from time to time, for all out-of-pocket expenses, including the reasonable fees and expenses of counsel, incurred by DLJ in connection with its engagement and to indemnify DLJ and certain related persons against certain liabilities in connection with its engagement, including liabilities under federal securities laws. DLJ and Seaway negotiated the terms of the fee arrangement on an arm's-length basis.

Recommendation of the Spartan Stores Board and Reasons for the Merger

        The Spartan Stores board believes that the merger is fair to, and in the best interests of, Spartan Stores and its shareholders. Accordingly, the Spartan Stores board has unanimously adopted the merger agreement and unanimously recommends that Spartan Stores shareholders vote for the approval of the amendments to Spartan Stores' articles of incorporation and bylaws described in this prospectus and joint proxy statement.

        In making its decision to adopt the merger agreement and to recommend to the shareholders of Spartan Stores that they vote their shares in favor of the amendments to Spartan Stores' articles of incorporation and bylaws described in this document, the Spartan Stores board consulted with Spartan

	•	the long-term interests of Spartan Stores and its shareholders, as well as the interests of Spartan Stores associates, customers, creditors, and the communities in which Spartan Stores operates;
	•	current Spartan Stores shareholders will continue to own approximately 66.5% of Spartan Stores immediately following the merger;
	•	Spartan Stores will apply for listing on Nasdaq following the merger the shares of Spartan Stores common stock, thus providing Spartan Stores shareholders the opportunity for a more liquid trading market for their stock than they have had in the past and providing Spartan Stores an opportunity for access to capital through the public markets;
	•	information concerning the business, earnings, operations, financial condition and prospects of Spartan Stores and Seaway, both individually and on a combined basis, including information with respect to the historic earnings performance of each of Spartan Stores and Seaway;
	•	the presentation made by McDonald at the April 6, 2000 meeting of the Spartan Stores board, and the opinion of McDonald, that as of such date and based upon and subject to the matters reviewed with the Spartan Stores board, after considering the dividend of the Spartan Stores common stock to the Spartan Stores shareholders, the consideration to be paid to the Seaway shareholders in the merger was fair to Spartan Stores from a financial point of view. This opinion was considered together with the valuation and other analyses presented to the Spartan Stores board by McDonald. A description of the opinion and analyses are set forth under "Opinion of Spartan Stores' Financial Advisor" beginning on page 32;
	•	the merger provides Spartan Stores the opportunity to expand its retail supermarket business, enabling Spartan Stores to operate more than 94 supermarkets and 26 deep discount drug stores after the merger;
	•	the merger combines companies with strong positions in attractive markets, providing for complementary strategic and geographic diversification;
	•	the merger provides Spartan Stores with the scale, geographic scope, product diversity and complementary competencies to enable it to serve its customers better, which should allow Spartan Stores after the merger to benefit, over the long term, from increased financial strength, revenue diversification and financial flexibility as compared to either company on a stand-alone basis;
	•	the merger is expected to result in increased cash flow, acceleration in earnings growth and improvement in operating margins;
	•	the terms of the merger agreement;
	•	the effects of the termination fee payable by Seaway under limited circumstances, including the potential effect that the termination fee may have on the ability of other parties to make competing business combination proposals with respect to Seaway;
	•	the recent and historical trading prices of the Seaway common stock and the recent and historical prices at which Spartan Stores sold and purchased its shares of common stock relative to the public trading prices of other food industry companies, and the potential for appreciation in the value of the Spartan Stores common stock following the merger resulting from opportunities for enhanced revenue growth and accelerated earnings growth of Spartan Stores after the merger; and
	•	the ability of the parties to consummate the merger, including, in particular, the likelihood of obtaining regulatory approvals and the terms of the merger agreement regarding the obligations of the parties to pursue such regulatory approvals.