UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Sparta Foods, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
846573 30 1
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(CUSIP Number)
Larry P. Arnold
1545 Hunter Drive
Wayzata, Minnesota 55391
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 20, 1995
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
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CUSIP No. 846573 30 1 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry P. Arnold
###-##-####
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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*
PF
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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
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
361,000 (includes 193,000 shares
which may be acquired upon exercise
of options and warrants).
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
361,000 (includes 193,000 shares
which may be acquired upon exercise
of options and warrants).
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,000 (includes 193,000 shares which may be acquired upon
exercise of options and warrants).
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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)
5.3%
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14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
Item 1. Security and Issuer.
This statement relates to Common Stock, $.01 par value, of Sparta
Foods, Inc., 2570 Kasota Avenue, St. Paul, Minnesota 55108.
Item 2. Identity and Background.
(a) The person filing this statement is Larry P. Arnold.
(b) Mr. Arnold's residence address is 1545 Hunter Drive, Wayzata,
Minnesota 55391.
(c) Mr. Arnold is a private investor.
(d) Mr. Arnold has never been convicted in a criminal proceeding.
(e) Mr. Arnold has not been a party to any civil proceeding as a
result of which he was or is subject to a judgment, decree of
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.
(f) Mr. Arnold is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On October 20, 1995, the Issuer issued to Mr. Arnold a warrant to
purchase 50,000 shares of Common Stock in consideration of a $50,000 loan. Mr.
Arnold's loan of $50,000 was provided from his personal funds. On February 2,
1996, Mr. Arnold converted such loan into 100,000 Units in the Issuer's private
placement at a price of $.50 per Unit.
Item 4. Purpose of Transaction.
Mr. Arnold's purpose in making the foregoing loan of $50,000 was to
provide necessary interim financing to the Issuer pending completion of a
private placement which the Company was conducting. Mr. Arnold accepted warrants
to purchase 50,000 shares of the Issuer's Common Stock as partial consideration
for the loan. Mr. Arnold acquired Units in the Issuer's private placement for
investment purposes.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Arnold beneficially owns 361,000 shares of the Issuer's
Common Stock, representing approximately 5.3% of the Issuer's
Common Stock. Of such shares, 3,000 are obtainable upon exercise
of a director stock option and 190,000 shares are obtainable upon
exercise of presently exercisable warrants.
(b) Mr. Arnold has sole voting and dispositive power over all of
such securities.
<PAGE>
(c) On October 20, 1995, in partial consideration of a $50,000
loan to the Issuer, Mr. Arnold received a warrant to purchase
50,000 shares of the Issuer's Common Stock. The warrant is
exercisable at a price of $.50 per share until October 19, 1998,
the warrant's expiration date. On February 2, 1996, Mr. Arnold
acquired 100,000 Units in the Issuer's private placement by
converting his $50,000 loan. Each Unit consists of one share of
Common Stock and a Warrant to purchase one share of Common Stock
at $.75 per share.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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.
Dated: March 6, 1996.
/s/ Larry P. Arnold
Larry P. Arnold
