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): November 12, 1999
Sparta Foods, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
000-19318 41-1618240
(Commission File Number) (I.R.S. Employer Identification Number)
1565 First Avenue N.W.
New Brighton, Minnesota 55112
(Address of Principal Executive Offices) (Zip Code)
(651) 697-5500
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On November 12, 1999, Sparta Foods, Inc. and Cenex Harvest States
Cooperatives jointly announced that they have entered into an
agreement under which Cenex Harvest States has been granted, until
December 31, 1999, the exclusive right to negotiate the acquisition of
Sparta Foods. A copy of the press release is attached as Exhibit 99.1
of this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
Not Applicable
(b) Pro Forma Financial Information:
Not Applicable
(c) Exhibits:
99.1 Press Release dated November 12, 1999.
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 hereunto duly authorized.
SPARTA FOODS, INC.
Date: November 15, 1999 By /s/ A. Merrill Ayers
A. Merrill Ayers, Chief Financial Officer
<PAGE>
EXHIBIT INDEX
to
November 12, 1999 Form 8-K
Sparta Foods, Inc.
Exhibit Number Exhibit Description
99.1 Press Release dated November 12, 1999.
FROM: FOR:
Swenson NHB Investor Relation Sparta Foods, Inc.
150 South Fifth St., Suite 1300 1565 First Ave. NW
Minneapolis, Minn. 55402 New Brighton, Minn. 55112
Contact: Doug Ewing (612) 371-0000 Contact: A. Merrill Ayers, CFO
(651) 697-5500
FOR IMMEDIATE RELEASE:
SPARTA FOODS IN EXCLUSIVE NEGOTIATIONS TO BE ACQUIRED BY
CENEX HARVEST STATES COOPERATIVES
St. Paul, MN, Nov. 12 - Sparta Foods, Inc. (Nasdaq: SPFO), and Cenex
Harvest States Cooperatives jointly announced today that they have entered into
an agreement under which Cenex Harvest States has been granted until Dec. 31,
1999, the exclusive right to negotiate the acquisition of Sparta Foods. Any
acquisition would depend on satisfactory due diligence by Cenex Harvest States,
negotiation of a mutually acceptable purchase price and negotiation of a
satisfactory definitive agreement.
Sparta shareholders would receive cash in exchange for their Sparta
Foods common shares in any such acquisition. At present, Cenex Harvest States is
the beneficial holder of convertible preferred and common shares of Sparta Foods
equivalent to, if the preferred shares were to be converted, approximately 14
percent of Sparta Foods' outstanding common shares.
Further details of the transaction will not be disclosed until
completion of the negotiations.
Cenex Harvest States Cooperatives, with headquarters in suburban St.
Paul, Minn., is a producer-to-consumer cooperative system owned by farmers,
ranchers and their local co-ops from the Great Lakes to the Pacific Northwest,
and from the Canadian border to Texas. Through a broad range of partnerships,
this fully integrated agricultural foods cooperative also markets and
distributes petroleum products, agronomic inputs and feed to rural America, as
well as grain and processed food products to customers worldwide.
Sparta Foods, Inc., located in New Brighton, Minn. and Phoenix, Ariz.,
is a regional market leader in the production and distribution of tortillas and
value-added tortilla products to the retail and foodservice industries. The
Company's product lines include tortillas, tortilla chips and other snack
products, and picante and other salsas. Sparta Foods distributes its food
products to retail grocery chains and general merchandise retailers throughout
the Midwest and Southwest U.S. principally under the Arizona Brand(R), Cruz(R),
La Campana Paradiso(R), La Canasta(R), and Spanish Bell(R) labels. Foodservice
customers include Perkins Family Restaurants, Friendly's Restaurants and other
nationally-known restaurants and distributors.
