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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
SEAWAY FOOD TOWN, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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FOR IMMEDIATE RELEASE
Contact: Dan Spaulding Waldo Yeager
Spartan Stores Seaway Food Town
(800) 435-9539 (419) 891-4207
SPARTAN STORES, INC. TO MERGE WITH SEAWAY FOOD TOWN, INC.
AND APPLY FOR LISTING ON NASDAQ NATIONAL MARKET
GRAND RAPIDS, Mich.--April 7, 2000--Grand Rapids-based Spartan Stores, Inc. and
Toledo-based Seaway Food Town, Inc. (NASDAQ: SEWY) today announced that the
companies have reached a definitive agreement to merge. According to Jim Meyer,
Spartan Stores' President and Chief Executive Officer, the merger is a major
step forward in expanding retail operations, a key strategy for Spartan Stores'
long-term profitable growth. According to Rich Iott, Seaway's President and
Chief Executive Officer, the merger should also strengthen Seaway's competitive
position. Seaway, with 47 Food Town supermarkets and 26 The Pharm deep discount
drugstores, will be Spartan Stores' largest supermarket chain, more than
doubling the number of retail stores it operates.
Spartan Stores is a premier regional food retailer and distributor with pro
forma sales and EBITDA (earnings before interest, taxes, depreciation and
amortization) of approximately $3.0 billion and $75.5 million, respectively, for
the trailing 12-month period ended January 1, 2000, giving pro forma effect to
three acquisitions completed by Spartan Stores during the period. The merger
will consolidate Seaway, a leading regional food retailer with approximately
$680 million in sales and $31.9 million of EBITDA for the trailing 12-month
period ended February 26, 2000, into Spartan's retail network. The acquisition
will significantly expand Spartan Stores' retail presence into southeast
Michigan and northwest Ohio.
Meyer stated, "We are impressed with the business Seaway's management and
associates have built in the greater Toledo area. In our opinion, Seaway has
built strong customer loyalty as the local supermarket in Toledo. We plan to
focus our efforts on continuing Seaway's strong position in that market and the
contributions it has made to the community." Iott commented, "We have been
seeking a strategic partnership like this one. This is a great opportunity for
Seaway and its customers, employees and shareholders. The merger with Spartan
Stores makes Seaway part of a larger regional player with retail and wholesale
expertise. This is the beginning to what we believe to be a very exciting future
for the merged company."
Spartan Stores management expects annual synergies to exceed $6 million in the
first full fiscal year ending March 31, 2002, increasing thereafter, primarily
from purchasing leverage, volume efficiencies and corporate overhead cost
reductions. Meyer said, "In this increasingly consolidating and competitive
market, we have recognized the necessity of owning and operating retail stores.
It enables Spartan to offer the best products and services at the best price to
our own stores and our wholesale customers. As we seek to compete with the
national supermarket chains and food distributors, Seaway will further expand
our retail store base to 120 stores with 94 supermarkets and will strengthen our
regional presence."
Under the terms of the merger agreement, Seaway shareholders will receive a cash
payment of $5.00 per share and one share of Spartan Stores new common stock for
each share of Seaway common stock. Seaway currently has approximately 6.7
million shares outstanding. Immediately prior to consummation
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of the merger, Spartan Stores' shareholders will exchange their existing shares
of Spartan Stores Class A common stock for approximately 13.2 million shares of
Spartan Stores new common stock. Upon consummation of the merger, Spartan Stores
will have approximately 20 million shares of new common stock outstanding, with
current Spartan Stores shareholders owning 66.5% and current Seaway shareholders
owning the remaining 33.5%.
In connection with the merger, Spartan Stores will register its newly issued
shares with the Securities and Exchange Commission and apply to list for trading
on the Nasdaq National Market the approximately 20 million shares to be
outstanding after consummation of the merger. "We are very pleased by the
prospect of becoming a publicly traded company," Meyer said. "Being a publicly
traded company provides access to a capital market that can help finance our
future growth plans."
The boards of directors of both companies have approved the merger. The
completion of the transaction is subject to certain customary regulatory
approvals and conditions as well as the approval of both companies' shareholders
at specially scheduled shareholder meetings. Seaway's Chairman Wallace Iott and
his wife Jeanette Iott and Chief Executive Officer Rich Iott have agreed to vote
shares representing 19.9% of the outstanding shares of Seaway in favor of the
merger. Similar voting commitments have been provided by Spartan Stores'
directors.
Spartan Stores, Inc. is a Grand Rapids, Michigan-based grocery retailer and
wholesaler, providing products and services to 400 supermarkets in Michigan,
Indiana and Ohio. Spartan's subsidiary companies include: Family Fare, Inc.,
which owns and operates 47 supermarkets in Michigan; L&L/Jiroch, J. F. Walker
Company, Inc. and United Wholesale Grocery Company, which supply products to
over 9,200 convenience stores in the Midwest; and Shield Insurance Services,
which provides a full line of business and personal insurance offerings.
Seaway Food Town, Inc. is a leading food and drug retailer operating 73 retail
units--47 Food Town Supermarkets and 26 deep discount drugstores operating under
the name of The Pharm. All stores are located in northwestern and central Ohio
and southeastern Michigan.
The parties are required to file documentation with the Securities and Exchange
Commission concerning the transaction. WE URGE INVESTORS TO READ THE
PROSPECTUS/JOINT PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED
WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Upon filing, investors will be able to obtain the documents free of
charge at the SEC's Web site, www.sec.gov. In addition, documents filed with the
SEC by Spartan Stores will be available free of charge by directing a request to
the Secretary of Spartan Stores, Inc. at 850 76th Street S.W., P.O. Box 8700,
Grand Rapids, Michigan 49518. Documents filed with the SEC by Seaway Food Town
will be available free of charge by directing a request to the Secretary of
Seaway Food Town, Inc. at 1020 Ford Street, Maumee, Ohio 43537. Spartan Stores,
its directors, executive officers and certain other members of Spartan Stores'
management and employees may be soliciting proxies from Spartan Stores
shareholders in favor of the merger transition. Information concerning the
participants will be set forth in the Prospectus/Joint Proxy Statement when it
is filed with the SEC. Seaway, its directors, executive officers and certain
other members of Seaway management and employees may be soliciting proxies from
Seaway shareholders in favor of the merger transaction. Information concerning
the participants will be set forth in the Prospectus/Joint Proxy Statement when
it is filed with the SEC.
# # #
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FORWARD-LOOKING STATEMENTS
This news release contains estimates, projections and other forward-looking
statements that involve significant risks and uncertainties. Actual results may
differ materially from the results discussed in these forward-looking
statements. Internal and external factors that might cause such a difference
include, but are not limited to: (1) expected cost savings and other synergies
from the merger might not be fully realized or realized within the expected time
frame; (2) revenues following the merger may be lower than expected; (3)
competitive pressures among food retail and distribution companies may increase
significantly; (4) costs or difficulties related to the integration of the
business may be encountered; (5) changes in the interest rate environment may
reduce net interest income; (6) general economic conditions may deteriorate,
either nationally or in the states in which the combined company will operate;
(7) legislation or regulatory changes may adversely affect the businesses in
which the combined company would be engaged; (8) approvals by certain regulatory
bodies or by each company's shareholders may not be obtained; and (9) the
combined company may not meet the listing requirements of the Nasdaq National
Market.
