PART I

Item 1. Business

      Seaway Food Town was founded in 1948 and incorporated in 1957 and is a leading regional supermarket chain located predominantly in northwest and central Ohio and southeast Michigan. Beginning in 1986, the Company began adding deep discount drugstores to its chain. The merchandise sold in these stores is similar to that sold in a conventional supermarket but with a greater emphasis on non-food items and package size of such items. At year end, the Company operated 15 Food Town Supermarkets, 31 Food Town Plus Supermarkets, 1 Kash N Karry Supermarket, and 26 deep discount drugstores under the name of the Pharm.

      No material portion of the Company’s business is seasonal, as that term is commonly used, although holiday periods may result in greater sales volume. There is substantial competition, principally price- oriented, from national, regional and local companies. The Company is in one line of business selling substantially the same types of retail food and convenience-related non-food merchandise.

      The Company employs approximately 2,487 employees on a full-time basis and 2,537 on a part-time basis.

Item 2. Properties

      The Company leases 49 of its stores (3 of which are accounted for as capital leases) and certain other facilities and equipment under leases generally for fifteen years, although some are for shorter as well as longer periods. The Company owns 24 stores and a relatively large distribution center (approximately 477,174 square feet) which includes offices, warehousing and shipping facilities, located in Maumee, Ohio. It also owns a 133,000 square foot warehouse in Toledo, Ohio which is used as a satellite facility and houses health and beauty aids and general merchandise operations. The Company believes that its physical facilities, both leased and owned, are suitable and adequate for the intended uses and purposes.

      At August 28, 1999, the approximate undepreciated cost of real property subject to mortgages was $10,100,000 and the approximate undepreciated cost of real property subject to capital lease obligations was $1,270,000.

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Item 3. Legal Proceedings.

      There are no significant legal proceedings pending.

Item 4. Submission of matters to a vote of Security Holders.

      No matters have been submitted to a vote of security holders since the Annual Meeting held January 7, 1999.

PART II

Item 5. Market for registrant’s common equity and related security holder matters.

      Information with respect to the market for the registrant’s common stock and related security holder matters on page 35 of Exhibit (13) filed hereunder is incorporated herein by reference.

Item 6. Selected financial data.

      The five year summary of selected financial data on page 16 of Exhibit (13) filed hereunder is incorporated herein by reference.

Item 7. Management’s discussion and analysis of financial condition and results of operations.

      Management’s discussion and analysis of financial condition and results of operations included on pages 18 through 24 of Exhibit (13) filed hereunder is incorporated herein by reference.

Item 7 (a) Qualitative and Quantitative Disclosures about Market Risk

      Information with respect to qualitative and quantitative disclosures about market risk on page 24 of Exhibit (13) filed hereunder is incorporated herein by reference.

Item 8. Financial statements and supplementary data.

      The consolidated financial statements and report of independent auditors on pages shown below of Exhibit (13) filed hereunder are incorporated herein by reference.

Item 9. Changes in and disagreements with accountants on accounting and financial disclosure.

      There have been no disagreements on accounting and financial disclosure matters reported on Form 8-K during the fiscal years ended August 28, 1999 and August 29, 1998.

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PART III

Item 10. Directors and executive officers of the Registrant.

      Information with respect to non-officer directors is included in the Proxy Statement in the Section entitled “Information concerning Nominees and Directors” and is incorporated herein by reference.

      Information with respect to executive officers, family relationships and business experience is included in the Proxy Statement in the Sections entitled “Executive Compensation,” “Compensation of Directors,” and “Executive Officers”. That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return) is incorporated herein by reference.

Item 11. Executive Compensation.

      Information regarding Executive Compensation is included in the Proxy Statement in the sections entitled “Interest of Management in Certain Transactions,” “Executive Compensation,” and “Compensation of Directors”. That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return), is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

      Information as to Security Ownership of Certain Beneficial Owners and Management included in the Proxy Statement in the Sections entitled “Information Concerning Nominees and Directors,” and “Principal Holders of Voting Securities” is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions.

      Information regarding Certain Relationships and Related Transactions is included in the Proxy Statement in the Sections entitled “Interest of Management in Certain Transactions,” “Executive Compensation,” and “Compensation of Directors”. That information (except the Compensation Committee Report, and the graph indicating Comparison of 4 Year Cumulative Total Return) is incorporated herein by reference.

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PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

      All other schedules have been omitted since the required information is not present or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or the notes thereto.

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SIGNATURE

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.