8-K

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 15, 2008

SPARTAN STORES, INC.
(Exact name of registrant as
specified in its charter)

Michigan
(State or other jurisdiction
of incorporation) 000-31127
(Commission
File Number) 38-0593940
(IRS Employer
Identification no.)

850 76^th Street, S.W.
P.O. Box 8700
Grand Rapids, Michigan
(Address of principal executive offices)
49518-8700
(Zip Code)

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)).

Item 2.02. Results of Operations and Financial Condition.

          On October 15, 2008, Spartan Stores, Inc. issued the press release attached to this Form 8-K as Exhibit 99.1 concerning its financial results for its twelve-week second fiscal quarter and fiscal year ended September 13, 2008. The information contained in this Current Report on Form 8-K (including Exhibit 99.1 referenced herein) is being furnished and is not "filed" with the Securities and Exchange Commission and is not incorporated by reference into any registration statement under the Securities Act of 1933.

          The press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to Spartan Stores' current expectations and are subject to the limitations and qualifications set forth in the press release as well as in Spartan Stores' other documents filed with the SEC, including, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.

Item 9.01.	Financial Statements and Exhibits.
	(d)	Exhibits: The following document is attached as an exhibit to this report on Form 8-K:
	99.1	Press Release dated October 15, 2008

- -2-

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.

Date:  October 15, 2008	SPARTAN STORES, INC.
	By	/s/ David M. Staples
		David M. Staples Executive Vice President and Chief Financial Officer

- -3-

EXHIBIT INDEX

Exhibit Number	Document
99.1	Press Release dated October 15, 2008.

- -4-

EX-99.1

EXHIBIT 99.1

For Immediate Release
Investor Contact: Dave Staples Executive Vice President & CFO (616) 878-8319	Media Contact: Jeanne Norcross Vice President Corporate Affairs (616) 878-2830

Spartan Stores Announces Fiscal 2009 Second-Quarter Financial Results

Consolidated Net Sales Increase 5%;
Operating Earnings Increase 17% Representing
11^th Consecutive Quarter of Double-Digit Growth

GRAND RAPIDS, MICHIGAN-October 15, 2008-Spartan Stores, Inc., (Nasdaq:SPTN) today reported financial results for its 12-week second quarter ended September 13, 2008.

Second-Quarter Results

Consolidated net sales for the 12-week second quarter increased 4.8 percent to $626.8 million from $598.1 million in last year's second quarter. Incremental fuel sales, retail comparable store sales growth of 4.1 percent (excluding fuel sales) and higher distribution sales to new and existing customers contributed to the net sales improvement.

Second-quarter operating earnings improved by double digits for the eleventh consecutive quarter, increasing 16.9 percent to a record high $22.5 million from $19.3 million in the same period last year. The operating earnings improvement was due primarily to higher retail and distribution sales, improved distribution margins, retail store efficiency improvements, and the expiration of the Michigan Single Business Tax (SBT) (replaced with an income tax January 1, 2008), but was partially offset by a higher LIFO inventory charge. The operating earnings include $0.7 million in start-up and promotional costs related to remodeling activity, while last year's second quarter included $0.3 million of costs related to the Felpausch acquisition.

"We are very pleased to have achieved solid sales and profit growth during this challenging economic climate," stated Dennis Eidson, Spartan's Chief Executive Officer. "Our second-quarter operating earnings reached an all-time high, and net sales improved for the tenth consecutive quarter, demonstrating the effectiveness of our business strategy, execution abilities and the dedication of our management team and associates. We are also very enthused about our recently announced acquisition agreement. This acquisition will bring us a premier retail operator with 17 retail stores and 15 in-store pharmacies, expand our retail store base by 20 percent, establish our retail presence in eastern Michigan and provide us with a strong platform

for future growth. Upon completion of this transaction we will retain the VG's name and maintain a regional office to support these operations.

Second-quarter earnings from continuing operations increased 45.6 percent, reaching $12.0 million, or $0.55 per diluted share, compared with $8.3 million, or $0.38 per diluted share, in the same period last year. Last year's second quarter included a $2.7 million non-cash income tax charge related to the previously disclosed change in Michigan's state business tax structure.

Net earnings for the quarter increased 21.6 percent to $11.1 million, or $0.51 per diluted share, from $9.1 million, or $0.42 per diluted share, in the same period last year. Net earnings include a loss from discontinued operations of ($1.0) million, or ($0.04) per diluted share, compared with earnings from discontinued operations of $0.8 million, or $0.04 per diluted share last year. The loss from discontinued operations resulted from Pharm store exit costs and the finalization of the wind down of these operations, partially offsetting the net gain recorded in the first quarter of this fiscal year. Last year's earnings from discontinued operations included a $0.8 million pretax gain related to the closure of five Pharm stores and one convenience store last year.

Second-quarter gross profit margin declined 20 basis points to 20.3 percent from 20.5 percent in the same period last year. The rate decline was principally due to a higher mix of fuel sales than the prior year, partially offset by improved margins in the distribution segment.

Operating expenses totaled $105.0 million, improving to 16.7 percent of sales, compared with $103.1 million, or 17.2 percent of sales, in the year-ago quarter. As a percentage of sales, the decline in operating expense was due primarily to the shift in sales mix noted above, improved operating leverage from higher sales volumes and the absence of the Michigan SBT of $0.6 million, partially offset by higher compensation, fuel, utilities and credit card fees.

Operating Segments

Distribution Segment

Net sales in the distribution segment increased 3.2 percent to $303.3 million from $293.8 million in the same period last year. The sales increase was the result of incremental sales volumes to new and existing customers and product cost inflation.

Distribution segment operating earnings reached a second-quarter record, increasing 30.8 percent to $10.0 million from $7.6 million in the same period last year. The improvement was the result of higher sales volumes to new and existing customers, better fixed cost leverage, improved gross profit margin rates and the absence of SBT expense, partially offset by increased compensation and transportation costs. The margin rate improvement was driven primarily by favorable purchasing opportunities and merchandising initiatives, which were partially offset by higher LIFO inventory charges.

2

Retail Segment

Second-quarter retail net sales increased 6.3 percent to $323.5 million from $304.2 million in the same period last year. The increase was due primarily to incremental fuel sales, a rebound in sales at stores located in northern Michigan due to more seasonal weather conditions and robust sales from stores benefiting from the Company's capital program. Excluding fuel sales, second-quarter comparable store sales increased 4.1 percent.

Second-quarter retail operating earnings increased 7.8 percent to $12.5 million from $11.6 million in the same period last year. The operating earnings improvement was due primarily to increased sales and more efficient store operations, partially offset by the previously mentioned start-up and promotional costs related to remodeled store openings and higher LIFO inventory charges.

Mr. Eidson continued, "We are pleased to be achieving steady progress strengthening our market position as we confront challenging economic conditions. As anticipated, comparable store sales for the quarter improved due to more seasonal northern Michigan weather conditions and enhanced sales growth at stores that benefited from our capital program. During the second quarter, we completed major remodel projects at one Glen's Fresh Marketplace and converted a Felpausch retail store to a D&W Fresh Market. Preliminary sales trends from these stores are in-line with our expectations and with the favorable trends achieved at other recently remodeled stores. We are particularly pleased with the remodeled Glen's store because it represents a dramatic improvement in the conventional supermarket shopping experience to better match the expectations of customers located in that geographic market area."

Balance Sheet & Cash Flow

Total long-term debt (including current maturities) declined to $149.9 million as of September 13, 2008 from $154.4 million at March 29, 2008.

Year-to-date net cash generated from operating activities increased to $23.3 million from $4.3 million in the corresponding period last year due to improved earnings, a continued focus on working capital efficiency and collection of customer advances related to new distribution business. In addition, the Company's cash and cash equivalents balance increased to $28.5 million from $19.9 million due to proceeds generated from the sale of its Pharm operations and the general improvement in business operations.

Year-To-Date

Consolidated net sales for the 24-week, year-to-date period rose 8.5 percent to $1.2 billion from $1.1 billion in the corresponding period last year. The net sales increase was primarily the result of the Felpausch retail acquisition, fuel center sales growth, higher comparable store sales and additional sales to new and existing distribution customers, partially offset by the absence of Easter holiday sales in this year's 24-week period.

3

Year-to-date operating earnings improved 20.5 percent to $37.6 million from $31.2 million in the same period last year. The improvement was primarily the result of higher sales volumes, better operating leverage and acquisition synergies. The current year-to-date period includes net pretax expenses of approximately $1.5 million for start-up costs associated with store remodeling activities, compared with $0.8 million in start-up and acquisition related expenses in the year-ago period.

Net earnings for the 24-week period increased 34.4 percent to $21.0 million from $15.6 million in the same period last year. Last year's year-to-date period included the previously mentioned non-cash Michigan state tax charge.

Outlook

"For the remainder of the year, we will continue to focus on existing growth opportunities through our capital investments in store remodeling and relocation, new stores and additional fuel centers, as well as completing our recently announced acquisition and begin integrating these operations," said Mr. Eidson. "In addition, we will work to optimize our marketing and merchandising programs at all of our retail operations, including pharmacies and fuel centers, to improve profitability, while continuing to refine our consumer value and service propositions. Collectively, these investments, programs, and strategies will help strengthen our overall retail and distribution market positions during this challenging economic cycle.

"Excluding the effect of our recently announced pending acquisition, we expect comparable retail store sales to increase in the low single digits during the second half of fiscal 2009 due to the cycling of remodeled and relocated stores and absence of Easter holiday sales in this year's fourth quarter. During the second quarter, our distribution segment fully cycled the Martin's Super Market business gained last year, as well as approximately 70 percent of the distribution sales related to customers' acquisition of Farmer Jack stores in southeast Michigan. Consequently, we expect the year-over-year growth rate in distribution operating earnings to moderate during the second half of fiscal 2009."

Mr. Eidson continued, "From a capital investment perspective, we expect to complete two or three additional store remodels and anticipate opening one new fuel center during the second half of fiscal 2009. In addition, we expect to complete a major store relocation project and begin construction of a new store. The new store should open in the first half of fiscal 2010. In conjunction with our capital investment program, we expect to incur approximately $1.0 million of additional costs for store re-positioning, start-up and grand re-opening related expenses during the remainder of the fiscal year.

"Excluding the effect of the recently announced acquisition, capital expenditures for fiscal 2009 are expected to range from $55 million to $60 million, with depreciation and amortization ranging from $26 million to $29 million and interest expense of approximately $11 million," concluded Mr. Eidson.

4

Conference Call

A telephone conference call to discuss the Company's second-quarter financial results is scheduled for 1:00 p.m. Eastern Time, Thursday, October 16, 2008. A live webcast of this conference call will be available on the Company's website, www.spartanstores.com. Simply click on "For Investors" and follow the links to the live webcast. The webcast will remain available for replay on the Company's website for approximately ten days.

About Spartan Stores

Grand Rapids, Michigan-based Spartan Stores, Inc., (Nasdaq:SPTN) is the nation's tenth largest grocery distributor with warehouse facilities in Grand Rapids and Plymouth, Michigan. The Company distributes more than 40,000 private-label and national brand products to nearly 400 independent grocery stores in Michigan, Indiana and Ohio. Spartan Stores also owns and operates 84 retail supermarkets in Michigan, including Family Fare Supermarkets, Glen's Markets, D&W Fresh Markets, and Felpausch Food Centers.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are identifiable by words or phrases such as "outlook", "plan", "design", "priority", or "opportunities"; that an event or trend "will" or "should" occur or "continue" or that Spartan Stores or its management "anticipates", "believes," "plans", "expects" or will "work" on a particular result. These forward-looking statements are subject to a number of factors that could cause actual results to differ materially. Our ability to successfully complete our pending acquisition, realize expected benefits of new relationships, realize growth opportunities, expand our customer base, effectively integrate and achieve the expected benefits of acquired stores, anticipate and successfully respond to openings of competitors' stores, achieve expected sales and earnings, implement plans, programs and strateg ies, and continue to pay dividends is not certain and depends on many factors, not all of which are in our control. Additional information about the factors that may adversely affect these forward-looking statements is contained in Spartan Stores' reports and filings with the Securities and Exchange Commission. Other risk factors exist and new risk factors may emerge at any time. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as predictions of future results. Spartan Stores undertakes no obligation to update or revise any forward-looking statements to reflect developments or information obtained after the date of this press release.

- More -

5

SPARTAN STORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
(Unaudited)

	Second Quarter Ended						Year-to-Date
	(12 weeks)			(12 weeks)			(24 weeks)			(24 weeks)
	Sept. 13, 2008			Sept. 15, 2007			Sept. 13, 2008			Sept. 15, 2007
Net sales	$	626,830		$	598,053		$	1,213,535		$	1,118,256
Cost of sales	499,312			475,638			970,487			896,571
Gross margin	127,518			122,415			243,048			221,685
Operating expenses
Selling, general and administrative	98,637			97,721			193,434			180,190
Depreciation and amortization	6,343			5,404			12,085			10,330
(Gain) loss on disposal of assets	(9		)	1			(28		)	(2		)
Total operating expenses	104,971			103,126			205,491			190,518
Operating earnings	22,547			19,289			37,557			31,167
Non-operating expense (income)
Interest expense	2,408			2,446			4,860			4,875
Other, net	(140		)	(100		)	(209		)	(178		)
Total non-operating expense, net	2,268			2,346			4,651			4,697
Earnings before income taxes and discontinued    operations	20,279			16,943			32,906			26,470
Income taxes:
Net impact of enactment of Michigan Business Tax	-			2,748			-			2,748
Income taxes	8,244			5,929			13,294			9,264
Total income taxes	8,244			8,677			13,294			12,012
Earnings from continuing operations	12,035			8,266			19,612			14,458
(Loss) earnings from discontinued operations,    net of taxes	(963		)	836			1,379			1,160
Net earnings	$	11,072		$	9,102		$	20,991		$	15,618
Basic earnings per share:
Earnings from continuing operations	$	0.56		$	0.39		$	0.92		$	0.68
(Loss) earnings from discontinued operations	(0.04		)	0.04			0.06			0.06
Net earnings	$	0.52		$	0.43		$	0.98		$	0.74
Diluted earnings per share:
Earnings from continuing operations	$	0.55		$	0.38		$	0.90		$	0.67
(Loss) earnings from discontinued operations	(0.04		)	0.04			0.06			0.05
Net earnings	$	0.51		$	0.42		$	0.96		$	0.72
Weighted average number of shares outstanding:
Basic	21,478			21,260			21,445			21,221
Diluted	21,778			21,695			21,754			21,673

6

SPARTAN STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)

	Sept. 13, 2008			March 29, 2008
ASSETS
Current assets
Cash and cash equivalents	$	28,477		$	19,867
Accounts receivable, net		54,479			59,885
Inventories		131,301			113,078
Other current assets		14,756			17,044
Property and equipment held for sale		-			2,404
Total current assets		229,013			212,278
Other assets
Goodwill, net		186,265			186,531
Other, net		27,713			28,143
Total other assets		213,978			214,674
Property and equipment, net		190,819			183,185
Total assets	$	633,810		$	610,137
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable	$	121,217		$	112,899
Accrued payroll and benefits		26,434			35,723
Other accrued expenses		24,497			23,003
Current portion of exit costs		10,154			9,280
Current maturities of long-term debt and capital lease obligations		7,976			10,874
Total current liabilities		190,278			191,779
Long-term liabilities
Other long-term liabilities		45,098			41,291
Exit costs		28,442			26,847
Long-term debt and capital lease obligations		141,957			143,574
Total long-term liabilities		215,497			211,712
Shareholders' equity
Common stock, voting, no par value; 50,000 shares authorized;       22,086 and 21,909 shares outstanding		133,571			130,718
Preferred stock, no par value, 10,000 shares authorized; no shares       outstanding		- -			- -
Accumulated other comprehensive loss		(1,189	)		(1,142	)
Retained earnings		95,653			77,070
Total shareholders' equity		228,035			206,646
Total liabilities and shareholders' equity	$	633,810		$	610,137

7

SPARTAN STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

	Year-to-Date
	(24 weeks) Sept. 13, 2008			(24 weeks) Sept. 15, 2007
Net cash provided by operating activities	$	23,334		$	4,255
Net cash used in investing activities	(24,468		)	(62,362		)
Net cash (used in) provided by financing activities	(3,997		)	57,051
Net cash provided by discontinued operations	13,741			1,301
Net increase in cash and cash equivalents	8,610			245
Cash and cash equivalents at beginning of period	19,867			12,063
Cash and cash equivalents at end of period	$	28,477		$	12,308

8

SPARTAN STORES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL DATA
(in thousands)
(Unaudited)

	Second Quarter Ended				Year-to-Date
	(12 weeks) Sept. 13, 2008		(12 weeks) Sept. 15, 2007		(24 weeks) Sept. 13, 2008		(24 weeks) Sept. 15, 2007
Retail Segment:
Net Sales	$	323,528	$	304,233	$	612,089	$	542,021
Operating Earnings	$	12,548	$	11,642	$	20,072	$	18,311
Distribution Segment:
Net Sales	$	303,302	$	293,820	$	601,446	$	576,235
Operating Earnings	$	9,999	$	7,647	$	17,485	$	12,856

9

SPARTAN STORES, INC. AND SUBSIDIARIES
RECONCILIATION OF OPERATING EARNINGS TO EARNINGS BEFORE INTEREST,
TAXES, DEPRECIATION AND AMORTIZATION (A NON-GAAP FINANCIAL MEASURE)
(in thousands)
(unaudited)

	Second Quarter Ended				Year-to-Date
	(12 weeks)				(24 weeks)
	Sept. 13, 2008		Sept. 15, 2007		Sept. 13, 2008		Sept. 15, 2007
Retail Segment:
Operating earnings	$	12,548	$	11,642	$	20,072	$	18,311
Plus:
Depreciation and amortization	4,487		3,687		8,463		6,864
LIFO expense	373		175		752		349
Michigan Single Business Tax expense	-		71		-		119
Other non-cash charges	69		46		106		81
EBITDA	$	17,477	$	15,621	$	29,393	$	25,724
Distribution Segment:
Operating earnings	$	9,999	$	7,647	$	17,485	$	12,856
Plus:
Depreciation and amortization	1,856		1,717		3,622		3,466
LIFO expense	845		150		1,460		300
Michigan Single Business Tax expense	-		479		-		960
Other non-cash charges	1,452		669		2,488		1,227
EBITDA	$	14,152	$	10,662	$	25,055	$	18,809
Consolidated:
Operating earnings	$	22,547	$	19,289	$	37,557	$	31,167
Plus:
Depreciation and amortization	6,343		5,404		12,085		10,330
LIFO expense	1,218		325		2,212		649
Michigan Single Business Tax expense	-		550		-		1,079
Other non-cash charges	1,521		715		2,594		1,308
EBITDA	$	31,629	$	26,283	$	54,448	$	44,533

Notes: Consolidated EBITDA is a non-GAAP financial measure that our credit facility defines as Net earnings from continuing operations plus depreciation and amortization, and other non-cash charges including imputed interest, deferred (stock) compensation, LIFO expense and costs associated with the closing of retail store locations, plus interest expense, the provision for income taxes and Michigan Single Business Tax to the extent deducted in the computation of Net Earnings.

EBITDA is not a measure of performance under accounting principles generally accepted in the United States of America, and should not be considered as a substitute for net earnings, cash flows from operating activities and other income or cash flow statement data. The EBITDA information has been included as one measure of the Company's operating performance and historical ability to service debt. The Company believes investors find the information useful because it reflects the resources available for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and to service debt. EBITDA as defined by the Company may not be comparable to similarly titled measures reported by other companies.

10