UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 1, 2000
(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 provision of the Act (however, see the Notes).
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CUSIP NO. 846573301 SCHEDULE 13D Page ___ of ___
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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 11,794,066(1)
SHARES ----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 11,794,066(1)
WITH ----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,794,066(1)
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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)
100% (based on 10,278,916 shares outstanding on June 1, 2000,
calculated pursuant to Rule 13d-3(d)(1))
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14. TYPE OF REPORTING PERSON
CO
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(1) Includes 1,515,150 shares of Issuer's Common Stock issuable upon conversion
of 2,500 shares of Preferred Stock.
<PAGE>
AMENDMENT NO. 5
TO
SCHEDULE 13D
This Amendment No. 5 amends the Schedule 13D filed January 5, 2000 (as
previously amended) of Cenex Harvest States Cooperatives, a Minnesota
corporation ("Cenex Harvest States"), with respect to the common stock
("Issuer's Common Stock") of Sparta Foods, Inc., a Minnesota corporation (the
"Issuer"). This amendment amends only those portions of the information
previously reported that have changed since the prior filing.
ITEM 3. SOURCE AND AMOUNT OR FUNDS OF OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:
Funds for the acquisition described in Item 4 were obtained from working
capital and represented the acquisition of an additional 10,186,416 shares of
Issuer's Common Stock above the 92,500 shares of Issuer's Common Stock
previously owned by Cenex Harvest States, at a cost of $14,362,847 (excluding
cashing out of options and warrants).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 (a)-(j) of the Schedule 13D is hereby amended and supplemented by
adding the following:
On June 1, 2000, Cenex Harvest States completed its acquisition of Issuer
and acquired the remaining outstanding shares of Issuer's Common Stock for $1.41
per share not previously owned by Cenex Harvest States by a merger of a wholly
owned subsidiary with the Issuer. While the form of the transaction resulted in
the extinguishment of all of Issuer's Common Stock, for the purpose of this
Amendment, all of the Issuer's Common Stock is deemed owned by Cenex Harvest
States.
As a result of the consummation of the acquisition, Cenex Harvest States
beneficially owns 11,794,066 shares of Issuer's Common Stock, assuming
conversion of the Issuer's Preferred Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended to
read as follows:
(a) After the consummation of the acquisition, Cenex Harvest States
beneficially owns 11,794,066 shares of Issuer's Common Stock, as determined in
accordance with the provisions of Rule 13d-3, including the conversion of 2,500
shares of Issuer's Preferred Stock.
(b) Cenex Harvest States has the sole power to vote and dispose of the
11,794,066 shares of Issuer's Common Stock that it beneficially owns. No other
person is known to have or share the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, such securities.
<PAGE>
(c) Other than the acquisition of shares of Issuer's Common Stock
pursuant to the consummation of the acquisition, Cenex Harvest States has not
engaged in any transaction in the past sixty days with respect to the Issuer's
Common Stock.
SIGNATURE
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.
Date: June 6, 2000
CENEX HARVEST STATES COOPERATIVES
By /s/ James D. Tibbetts
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James D. Tibbetts
Executive Vice President
