UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Sparta Foods, Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
846573301
(CUSIP Number)
David Kastelic, Associate General Counsel, Cenex Harvest States Cooperatives
5500 Cenex Drive, Inver Grove Heights, Minnesota 55077
(651) 306-3712
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1999
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss.240.13d-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
disclosures provided in a prior cover page.
The information required on 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).
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CUSIP NO. 846573301 SCHEDULE 13D
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1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON
Cenex 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 BOX 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 1,617,652 (1)(2)(3)
SHARES -----------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,617,652 (1)(2)(3)
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,617,652(1)(2)(3)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9% (based on 10,191,416 shares outstanding on July 30, 1999)
(1)(2)(3)
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14 TYPE OF REPORTING PERSON
CO
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(1) Includes 1,515,152 shares of Issuer's Common Stock issuable upon
conversion of 2,500 shares of Preferred Stock, Series 1998, par value
$1,000.00 per share ("Issuer's Preferred Stock").
(2) Includes 6,000 shares of Issuer's Common Stock issuable within 60 days of
the date hereof upon exercise of the vested portion of an option to
purchase 15,000 shares of Issuer's Common Stock held by John D. Johnson,
President and General Manager of Cenex Harvest States Cooperatives, as
previously reported on this Schedule 13D.
(3) Includes 4,000 shares of Issuer's Common Stock owned by Duane Risan, a
director of Cenex Harvest States Cooperatives, as previously reported on
this Schedule 13D.
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AMENDMENT NO. 2
TO
SCHEDULE 13D
This Amendment No. 2 amends the Schedule 13D, filed February 6, 1998
(as previously amended) of Cenex Harvest States Cooperatives, a Minnesota
corporation (formerly Harvest States Cooperatives) ("Cenex Harvest States"),
with respect to the common stock, $.01 par value ("Issuer's Common Stock"), of
Sparta Foods, Inc., a Minnesota corporation (the "Issuer"), to report the
purchase of Issuer's Common Stock by Cenex Harvest States. This amendment amends
only those portions of the information previously reported that have changed
since the prior filing.
Item 2. Identity and Background
(a - f) On June 1, 1998, CENEX, Inc. and Harvest States Cooperatives
merged, with Harvest States Cooperatives as the surviving corporation (the
"Combination"). In connection with the Combination, Harvest States Cooperatives
changed its name to Cenex Harvest States Cooperatives. The address of Cenex
Harvest States is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077. The
primary business of Cenex Harvest States is the merchandising and processing of
grain and the retailing and wholesaling of petroleum products, fertilizers and
chemicals.
In connection with the Combination, all persons serving as directors of
Cenex, Inc. and Harvest States Cooperatives became directors of Cenex Harvest
States. The following list sets forth the name and address of each director of
Cenex Harvest States. Each director is an agricultural producer and is
self-employed.
NAME ADDRESS
---- -------
Gerald Kuster 780 - 1st Avenue Northeast, Reynolds, ND 58275-9742
Elroy Webster Route 2, Box 123, Nicollet, MN 56074
Merlin Van Walleghen 24106 - 408th Avenue, Letcher, SD 57359-6021
Richard Traphagen 39555 - 124th Street, Columbia, SD 57433
Steve Carney 104 - 3rd Avenue, Post Office Box 1122
Scobey, MT 59263-1122
James Kile 508 West Bell Lane, St. John, WA 99171
Bruce Anderson 13500 - 42nd Street NE, Glenburn, ND 58740-9564
Robert Bass S 2276 Highway K, Reedsburg, WI 53959
Steven Burnet 94699 Monkland Lane, Moro, OR 97039-9705
Curt Eischens RR 1, Box 59, Minneota, MN 56264
Robert Elliott 324 Hillcrest, Alliance, NE 69301
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Edward Ellison 401 Hamburg Avenue, Post Office Box 8
Herman, MN 56248-0008
Sheldon Haaland 1002 Indiana Jones Avenue, Marshall, MN 56258-2183
Fred Harris 1004 Powell Street, Grandview, WA 98930
Jerry Hasnedl Route 1, Box 39, St. Hilaire, MN 56754
Edward Hereford 1902 Cashup Flat Road, Thornton, WA 99176-9710
Douglas Johnson HC 89, Box 5240, Sidney, MT 59270
Leonard Larsen 5128 - 11th Avenue North, Granville, ND 58741-9595
Tyrone Moos HCR 1, Box 1, Philip, SD 57567-9601
Gaylord Olson RR 1, Buxton, ND 58218
Duane Risan 7452 - 37th Street Northwest,
Parshall, ND 58770-9403
Denis Schilmoeller 4758 - 450th Street, Granville, IA 51022
Duane Stenzel RR 2, Box 173, Wells, MN 56097
Michael Toelle RR 1, Box 190, Browns Valley, MN 56219
Russell Twedt Post Office Box 296, Rudyard, MT 59540-0296
Arnold Weisenbeck 6602 Highway 25, Durand, WI 54736
William Zarak 3711 - 124th Avenue Southwest
South Heart, ND 58655-9767
During the last five years, to the best knowledge of Cenex Harvest
States, no director has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or has been a party in 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. Each director is a citizen of the United States of
America.
In connection with the Combination, certain officers of Cenex, Inc.
became officers of Cenex Harvest States. The following list sets forth the name
and principal occupation of each executive officer as of the effective date of
the Combination. The executive officers have the same business address which is:
c/o Cenex Harvest States Cooperatives, 5500 Cenex Drive, Inver Grove Heights,
Minnesota 55077.
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NAME TITLE AT CENEX HARVEST STATES
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Noel Estenson Chief Executive Officer
John Johnson President and General Manager
Thomas F. Baker Executive Vice President
Finance and Administration
Chief Financial Officer
Michael Bergeland Executive Vice President
Grain and Agri Services
Patrick Kluempke Senior Vice President
Corporate Planning
Tom Larson Senior Vice President
Public and Governmental Affairs
Maurice Miller Senior Vice President
Financial/Member Services
Robert C. Oebser Group Vice President
Energy
Mark Palmquist Senior Vice President
Aligned Grain Group
Dave Swanson Senior Vice President
Farm Marketing & Supply
Jim Tibbetts Executive Vice President
Foods Group
Leon Westbrock Executive Vice President Energy
and Crop Inputs
Since the Combination, Thomas F. Baker, Executive Vice President of
Finance and Administration and Chief Financial Officer retired effective
May 31, 1999. Effective June 1, 1999, John Schmitz was appointed Senior Vice
President and Chief Financial Officer and Debra Thornton, Senior Vice
President and General Counsel, assumed additional administrative duties. The
principal address of Mr. Schmitz and Ms. Thornton is : c/o Cenex Harvest
States Cooperatives, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077.
During the last five years, to the best knowledge of Cenex Harvest
States, no executive officer has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or has 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. Each executive officer is a citizen of the United
States of America.
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Item 3. Source and Amount of Funds or Other Consideration.
On March 22, 1999, Cenex Harvest States purchased on the open market
92,500 shares of Issuer's Common Stock at a purchase price of $1.35 per share
(for an aggregate purchase price of $124,875). Cenex Harvest States used working
capital to make the purchase.
Item 4. Purpose of Transaction.
Cenex Harvest States purchased the additional 92,500 shares of Issuer's
Common Stock for general investment purposes and to increase its equity position
in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of March 22, 1999, Cenex Harvest States beneficially owned
92,500 shares of Issuer's Common Stock and has the right to acquire an
additional 1,515,512 shares of Issuer's Common Stock upon conversion of 2,500
shares of Issuer's Preferred Stock, previously purchased by Cenex Harvest
States. As previously reported, Mr. Johnson, President and General Manager of
Cenex Harvest States, has the right to acquire 6,000 shares of Issuer's Common
Stock within 60 days of the date hereof. As previously reported, Mr. Risan, a
director of Cenex Harvest States, beneficially owns 4,000 shares of Common
Stock.
(b) Cenex Harvest States has sole voting power and sole disposition
power as to the shares of Issuer's Common Stock currently owned. Cenex Harvest
States would have sole voting power and sole dispositive power as to the shares
of Issuer's Common Stock that could be acquired pursuant to the terms of
Issuer's Preferred Stock.
(c) Except for the transactions reported on this Amendment No. 2 to the
Schedule 13D, no transactions with respect to the Issuer's Common Stock have
been effected during the past 60 days by Cenex Harvest States or, to the best
knowledge of Cenex Harvest States, by any executive officer or director of Cenex
Harvest States.
(d) No other person is known by Cenex Harvest States to have the right
to receive or the power to direct the receipt of dividends from, or proceeds
from the sale of, the securities owned by it.
(e) Not Applicable
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Signature
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After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement by or about the undersigned is true, complete and correct.
Date: November 1, 1999
CENEX HARVEST STATES COOPERATIVES
By /s/ John Schmitz
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John Schmitz
Senior Vice President and
Chief Financial Officer
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