SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sparta Foods, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
846573301
(CUSIP Number)
T. F. Baker, Group Vice President--Finance
Harvest State Cooperatives
1667 North Snelling, P.O. Box 64594, St. Paul, Minnesota, 55164
(612) 646-9433
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 26, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
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CUSIP NO. 846573301 SCHEDULE 13D
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1 NAMES OF REPORTING PERSON, IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Harvest States Cooperatives
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
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7 SOLE VOTING POWER
NUMBER OF 1,515,152
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,515,152
WITH ------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,152
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (based on 6,798,637 shares outstanding on January 21, 1998 plus
the shares to be outstanding upon conversion of convertible preferred
stock)
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14 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 1 supplements the Schedule 13D, filed February 6,
1998, of Harvest States Cooperatives, a Minnesota corporation ("Harvest
States"), with respect to the common stock, $.01 par value (the "Common Stock"),
of Sparta Foods, Inc., a Minnesota corporation (the "Issuer"), to report a grant
of a stock option to an officer of Harvest States (and a director of the
Issuer), of which 3,000 shares have vested, and a purchase of Issuer's Common
Stock by a director of Harvest States. This amendment supplements only the
relevant portions of the information previously reported in the prior filing.
Item 3. Source and Amount of Funds or Other Consideration.
John D. Johnson, president of Harvest States Cooperatives, was granted
a stock option to purchase 15,000 shares of Common Stock on February 26, 1998 by
the Issuer. upon being elected to the Board of Directors of the Issuer. Under
the terms of the stock option, 3,000 shares vested on February 26, 1998 and the
remaining 12,000 shares vest in four equal annual installments commencing
February 26, 1999.
Duane Risan, a member of Harvest States Board of Directors, acquired
4,000 shares of Common Stock on March 3, 1998 at a purchase price of $1 5/16 per
share ($5,250, in the aggregate). Mr. Risan used personal funds to make the
purchase.
Item 4. Purpose of Transaction.
Mr. Johnson was granted a stock option for services to be performed as
a director of the Issuer. Mr. Risan acquired shares of Common Stock for
investment purposes only.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Johnson, president of Harvest States, has the right to
acquire 3,000 shares of the Issuer within 60 days constituting
less than one percent of the shares of Common Stock issued and
outstanding as of January 21, 1998.
Mr. Risan, a member of Harvest States Board of Directors,
beneficially owns 4,000 shares of Common Stock constituting
less than one percent of the shares of Common Stock issued and
outstanding as of January 21, 1998.
(b) Mr. Johnson would have sole voting power and dispositive power
with respect to the shares he has the right to acquire.
Mr. Risan shares voting power and dispositive power with
respect to the shares he beneficially owns with his wife,
Joyce A. Risan.
Information for Joyce A. Risan with respect to Item 2 is as
follows:
Joyce A. Risan's business address is 7452 37th Street
Northwest, Parshall, ND 58770-9703. She is self-employed as an
agricultural producer and is a United States citizen.
<PAGE>
During the last five years, Mrs. Risan has neither been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or nor has she been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(c) Mr. Johnson, president of Harvest States, acquired a stock
option on February 26, 1998, of which 3,000 shares vested
immediately.
Mr. Risan, a member of Harvest States Board of Directors,
acquired 4,000 shares of Common Stock on March 3, 1998.
(d) No other person is known by Mr. Johnson to have the right to
receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the securities beneficially
owned by him.
With the exception of Joyce A. Risan, no other person is known
by Mr. Risan to have the right to receive or the power to
direct the receipt of dividends from, or proceeds from the
sale of, the securities beneficially owned by him.
(e) Not applicable.
The filing of this amendment shall not be construed as an admission by
Harvest States that it is, for the purposes of section 13(d), or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of any of the
shares of Common Stock beneficially owned by Mr. Johnson and Mr. Risan.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 2, 1998 HARVEST STATES COOPERATIVES
By /s/ T. F. Baker
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T. F. Baker
Group Vice President--Finance
