UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2008
SPARTAN STORES, INC.
(Exact Name of Registrant as
Specified in Charter)
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Michigan |
000-31127 |
38-0593940 |
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850 76th Street, S.W. |
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Registrant's telephone number,
including area code: (616) 878-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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Item 1.01. |
Entry into a Material Definitive Agreement |
As previously announced, on October 13, 2008, Spartan Stores, Inc. ("Spartan Stores"), through one of its subsidiaries, entered into an Asset Purchase Agreement (the "Purchase Agreement") with V.G.'s Food Centers, Inc. and VG's Pharmacy, Inc. (collectively, "VG's"), to acquire certain operating assets of VG's, a privately held Fenton, Michigan-based retail grocery operator with retail stores located in southeast Michigan. VG's is a distribution customer of Spartan Stores. Under the terms of the Purchase Agreement, Spartan Stores would enter into or assume leases for 17 retail grocery stores, including 15 in-store pharmacies. The purchased assets include leasehold improvements and operating assets associated with the acquired stores and pharmacies, VG's trademarks, trade names and intangibles, and certain other property, for a purchase price of $85 million in cash. In addition, Spartan Stores would purchase certain inventory.
The Company expects the transaction to be completed late in the fiscal 2009 third quarter. The closing of the transaction is subject to a number of conditions stated in the Purchase Agreement, including that the parties obtain certain consents, waivers, approvals, agreements, and certificates from landlords, certain regulatory agencies and a variety of third parties affected by the transaction. The Purchase Agreement also contains representations and warranties of both parties, indemnification agreements, termination rights, and a variety of covenants and agreements.
A copy of the Asset Purchase Agreement is attached as Exhibit 2.1 and is incorporated herein by reference. The foregoing brief description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.
The representations and warranties contained in the Purchase Agreement are only contractual provisions that define certain of the rights of the parties to the Purchase Agreement. These representations and warranties will be modified by exceptions to be contained in a disclosure schedule which will be finalized at a later date and which the parties do not intend to disclose to the public. No person other than the parties to the Purchase Agreement is entitled to rely on the representations and warranties in the Purchase Agreement. No one should expect or assume that the representations and warranties are or will be entirely complete, accurate and not misleading without exception or omission. Under the Purchase Agreement, each party may waive the accuracy of representations and warranties, the satisfaction of conditions, and the performance of covenants and agreements provided in the Purchase Agreement for its benefit in its discretion. Such waivers will not constitute an amendment of the Purchase Agreement and it is not expected that such waivers will be publicly disclosed. The Purchase Agreement may be amended by agreement of the parties. It should not be assumed that the transaction will occur on exactly the terms and with satisfaction of all conditions stated in the Purchase Agreement.
This filing contains forward-looking statements. Forward-looking statements are identifiable by words or phrases indicating that Spartan Stores or its management "expects" or
"intends" a particular result or occurrence, or that a particular event "will" or "would" take place, or similarly stated expectations. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially. The Company's ability to complete the proposed acquisition depends on satisfaction of a variety of contractual conditions, not all of which are entirely within the control of Spartan Stores, its subsidiaries, or VG's. Realization of increased sales and earnings depends on the ability of Spartan Stores to successfully complete the transaction, integrate the acquired assets, and implement its plans and business practices. Spartan Stores' ultimate ability to execute its strategies, compete effectively, and achieve long-term success is subject to a variety of uncertainties and factors. Additional information about the factors that may affect these forward-looking statements is contained in Spartan Stores' reports and filings with the Securities and Exchange Commission. Spartan Stores undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this filing.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits: The following document is attached as an exhibit to this report on Form 8-K: |
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2.1 |
Asset Purchase Agreement, dated October 13, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: October 15, 2008 |
SPARTAN STORES, INC. |
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By |
/s/ David M. Staples |
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David M. Staples |
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EXHIBIT INDEX
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Exhibit |
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2.1 |
Asset Purchase Agreement dated October 13, 2008. |