SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Sparta Foods, Inc.
(Name of Issuer)
Sparta Foods, Inc.
Cenex Harvest States Cooperatives
(Name of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
846573 30 1
(CUSIP Number of Class of Securities)
Joel P. Bachul
President and Chief Executive Officer
Sparta Foods, Inc.
1565 First Avenue N.W.
New Brighton, Minnesota 55112
(651) 646-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Persons Filing Statement)
Copies To:
William Payne, Esq. Daniel A. Yarano, Esq.
Dorsey & Whitney LLP Fredrikson & Byron, P.A.
Pillsbury Center South 1100 International Centre
220 South Sixth Street 900 Second Avenue South
Minneapolis, MN 55402-1498 Minneapolis, MN 55402-3397
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This statement is filed in connection with (check the appropriate box):
The filing of solicitation materials or an information statement
a. /x/ subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /x/
CALCULATION OF FILING FEE
Transaction Valuation Amount of Filing Fee
$14,914,615* $2,983*
* For purposes of calculation of fee only, this amount is based on (i)
10,278,916 shares (the number of shares of Common Stock of Sparta
Foods, Inc. outstanding as of January 19, 2000 ("Common Stock"))
multiplied by $1.41, the cash consideration per share plus (ii)
$421,343, the aggregate amount anticipated to be paid to certain
persons holding options and warrants to acquire shares of common stock
in consideration of cancellation of such options and warrants (assuming
an aggregate of 1,135,580 options and 80,000 warrants are cancelled in
exchange for cash in the transaction).
** The amount of the filing fee calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934.
/ / Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offering fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
Filing Party: Sparta Foods, Inc.
Cenex Harvest Stated
Amount Previously Paid: $___________ Cooperatives
Form or Registration No.: Preliminary Date Filed: January 21, 2000
Schedule 14A Proxy Statement
Sparta Foods, Inc., a Minnesota corporation ("Sparta") and Cenex Harvest
States Cooperatives ("Cenex") hereby submit their Rule 13e-3 Transaction
Statement on Schedule 13E-3 (the "Statement"). This Statement relates to a
proposed Agreement of Merger dated as of December 31, 1999 (the "Merger
Agreement") by and among Sparta, Cenex and SF Acquisition Corp. ("Merger Sub")
pursuant to which Merger Sub will be merged with and into Sparta (the
"Merger"),with Sparta as the surviving entity. In the Merger, each outstanding
share of common stock of Sparta will be converted, without any action on the
part of the shareholders, into the right to receive $1.41 in cash per share. Any
Sparta shares with respect to which dissenters' rights have been exercised will
be dealt with as provided in Sparta's definitive proxy statement relating to the
solicitation of proxies for a Special Meeting of Shareholders of Sparta at which
time Sparta's shareholders will be asked to vote upon the approval of the Merger
Agreement (the "Proxy Statement") and will not automatically convert into cash.
This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Proxy Statement was filed by Sparta with the Securities and Exchange
Commission (the "Commission") immediately prior to the filing of this Statement.
Terms used but not defined herein shall have the meanings set forth in the Proxy
Statement.
All information contained in this Statement concerning Cenex and Merger Sub
and the financing of the Merger has been supplied by Cenex. Except as otherwise
indicated, all other information contained in this Statement has been supplied
by Sparta.
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The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Statement. The information in the Proxy Statement, including all exhibits
thereto, is hereby expressly incorporated herein by reference and the responses
to each item in this Statement are qualified in their entirety by the
information contained in the Proxy Statement.
CROSS-REFERENCE SHEET
Item in
Schedule 13E-3 Where located in the Proxy Statement
- --------------- ------------------------------------
Item 1(a) **
Item 1(b) SUMMARY - Record Date and Shareholders Entitled to
Vote; MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND
INFORMATION; THE SPECIAL MEETING -- Voting Information
Item 1(c)-(d) MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND
INFORMATION
Item 1(e) *
THE MERGER--Recent Acquisitions of Sparta Securities by
Item 1(f) Affiliates
**
Item 2(a)-(d) and (g) SUMMARY -- Parties to the Merger; PARTIES TO THE MERGER;
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; CENEX OFFICERS AND DIRECTORS
Item 2(e)-(f) **
Item 3(a)(1) *
Item 3(a)(2) and (b) SUMMARY -- Vote Required; THE MERGER --
Background of the Merger; -- Interests of Certain
Persons in the Merger; Voting and Proxy Agreements;
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Item 4(a) SUMMARY; THE MERGER AGREEMENT; THE MERGER - Merger
Consideration; RIGHTS OF DISSENTING SHAREHOLDERS;
Appendix A; Appendix B; and Appendix C
Item 4(b) SUMMARY-- Interests of Certain Persons in the Merger;
THE MERGER-- Interests of Certain Persons in the
Merger;-- Voting and Proxy Agreements;-- Merger
Consideration;--Purpose and Effects of the Merger; THE
MERGER AGREEMENT-- Treatment of Stock Options and
Warrants; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
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Item 5(a)-(g) SUMMARY -- Interests of Certain Persons in the
Merger; THE MERGER -- Merger Consideration; -- Purpose
and Effects of the Merger; --Plans for Sparta After The
Merger;-- Interests of Certain Persons in the Merger;
THE MERGER AGREEMENT.
Item 6(a) THE MERGER -Source and Amount of Consideration THE
MERGER AGREEMENT--Payment of Shares.
Item 6(b) SUMMARY -- Solicitation of Proxies; THE MERGER
--Source and Amount of Consideration, -- Opinion of the
Financial Advisor; THE MERGER AGREEMENT -- Fees and
Expenses; THE SPECIAL MEETING -- Proxy Solicitation
Item 6(c )and (d) *
Item 7(a)-(c) SUMMARY -- Reasons for the Merger; THE MERGER
-- Background of the Merger; -- Reasons for the Merger;
-- Purpose and Effects of the Merger, --Plans for Sparta
After the Merger
Item 7(d) SUMMARY;-- Effects of the Merger;-- Interests of Certain
Persons in the Merger;-- Certain Tax Consequences to
Shareholders; THE MERGER-- Merger Consideration;--
Reasons for the Merger;-- Purpose and Effects of the
Merger;-- Material Federal Income Tax Considerations;--
Interests of Certain Persons in the Merger-- Plans for
Sparta After the Merger; THE MERGER AGREEMENT
Item 8(a)-(b) SUMMARY-- Recommendations of the Special Committee and
Board of Directors;-- Opinion of Financial Advisor;--
Reasons for the Merger; THE SPECIAL MEETING-- Matters
to be Considered at the Special Meeting; THE MERGER--
Reasons for the Merger;-- Opinion of the Financial
Advisor;-- Recommendation of the Special Committee and
Board of Directors; Cenex and Merger Sub Believe the
Merger is Fair; THE MERGER AGREEMENT; Appendix B;
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT; MARKET PRICE OF OUR COMMON STOCK AND
DIVIDEND INFORMATION; and SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA
Item 8(c) SUMMARY -- Vote Required; THE SPECIAL MEETING -- Vote
Required; THE MERGER -- Recommendation of the Special
Committee and Board of Directors. --Reasons for the
Merger; Cenex and Merger Sub Believe the Merger is Fair
Item 8(d) SUMMARY -- Opinion of Financial Advisor; THE MERGER --
Background of the Merger; -- Opinion of Financial
Advisor; Cenex and Merger Sub Believe the Merger is Fair
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Item 8(e) SUMMARY -- Recommendation of the Special Committee
and Board of Directors; THE SPECIAL MEETING -- Matters
to be Considered at the Special Meeting; THE MERGER --
Recommendation of the Special Committee and Board of
Directors; -- Reasons for the Merger; Cenex and Merger
Sub Believe the Merger is Fair
Item 8(f) *
Item 9(a)-(b) SUMMARY; THE MERGER -- Background of the
Merger; -- Opinion of the Financial Advisor; -- Reasons
for the Merger; --Source and Amount of Consideration and
Appendix B
Item 9(c) **
Item 10(a) THE MERGER -- Interests of Certain Persons in the
Merger; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Item 10(b) THE MERGER--Recent Acquisitions of Sparta's Securities
by Affiliates
Item 11 SUMMARY-- Vote Required; THE MERGER - Voting and Proxy
Agreements; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT; THE MERGER AGREEMENT; Appendix A
Item 12(a)-(b) SUMMARY -- Vote Required; THE SPECIAL MEETING
-- Vote Required; THE MERGER--Interests of Certain
Persons in the Merger; SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Item 13(a) SUMMARY -- Rights of Dissenting Shareholders; RIGHTS OF
DISSENTING SHAREHOLDERS; Appendix C
Item 13(b) QUESTIONS AND ANSWERS ABOUT THE MERGER -- Who Can Help
Answer My Questions?, WHERE YOU CAN FIND MORE
INFORMATION
Item 13(c) *
Item 14(a) HISTORICAL SELECTED FINANCIAL DATA; DOCUMENTS
INCORPORATED BY REFERENCE
Item 14(b) *
Item 15(a)-(b) THE SPECIAL MEETING -- Proxy Solicitation; Revocation
and Use of Proxies
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Item 16 Proxy Statement, including exhibits, and related Notice
of Special Meeting and Proxy
Item 17(a) *
Item 17(b)(1) Fairness Opinion of Greene Holcomb and Fisher, LLC
Appendix B
Item 17(c)(1) Proxy Statement; Appendix A; Appendix B; Appendix C
Item 17(d) Proxy Statement and related Notice of Special Meeting
and Proxy
Item 17(e) Appendix C
Item 17(f) *
* The Item is inapplicable or the answer thereto is in the negative.
** The information requested by this item is included in this Schedule
13E-3.
Item 1. Issuer and Class of Securities Subject to the Transaction
(a) The name of the issuer is Sparta Foods, Inc., a Minnesota
corporation (also referred to as "Sparta"). The address of Sparta's principal
executive office is 1565 First Avenue, N.W., New Brighton, Minnesota 55112. The
class of equity securities to which this statement relates is Common Stock,
$0.01 par value, of Sparta. The information set forth on the cover page of, and
under "SUMMARY -- Parties to the Merger;" and "PARTIES TO THE MERGER" in the
Proxy Statement is incorporated herein by reference.
(b) The information set forth under "SUMMARY -- Record Date and
Shareholders Entitled to Vote," "MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND
INFORMATION" and "THE SPECIAL MEETING -- Voting Information" is incorporated
herein by reference.
(c)-(d) The information set forth under "MARKET PRICE OF OUR COMMON
STOCK AND DIVIDEND INFORMATION" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth under "THE MERGER - Recent Acquisitions
of Sparta Securities by Affiliates" is incorporated herein by reference.
Item 2. Identity and Background
(a)-(d) and (g) This Schedule 13E-3 is being filed by Sparta and Cenex.
The information set forth under "SUMMARY -- Parties to the Merger," "PARTIES TO
THE MERGER," "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
and "CENEX OFFICERS AND DIRECTORS," are incorporated by reference. Also the
information set forth in Sparta's Form 10-KSB for the fiscal year ended
September 30, 1999 under the heading "Directors, Executive Officers, Promoters
and Control Persons; Compliance with Section 16(A) of the Exchange Act" is
hereby incorporated by reference pursuant to General Instruction D of Schedule
13e-3.
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(e) and (f) During the last five years, none of Sparta or any of its
executive officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); nor has been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in 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.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) Not applicable.
(a)(2) and (b) The information set forth under "SUMMARY - Vote
Required;" "THE MERGER -- Background of the Merger; -- Interests of Certain
Persons in the Merger; -- Voting and Proxy Agreements" and "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
Item 4. Terms of the Transactions
(a) The information set forth under "SUMMARY", "THE MERGER AGREEMENT,"
"THE MERGER - Merger Consideration;" "RIGHTS OF DISSENTING SHAREHOLDERS" and
Appendix A, B and C is incorporated herein by reference.
(b) The information set forth under "SUMMARY - Interests of Certain
Persons in the Merger;" "THE MERGER -- Interests of Certain Persons in the
Merger; - Voting and Proxy Agreements;" "- Merger Consideration;" -- "Purpose
and Effects of the Merger;" "THE MERGER AGREEMENT -- Treatment of Stock Options
and Warrants;" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer of Affiliate
(a)-(g) The information set forth under "SUMMARY - Interests of Certain
Persons in the Merger;" "THE MERGER - Merger Consideration; - Purpose and
Effects of the Merger; -- Plans for Sparta After the Merger; -- Interests of
Certain Persons in the Merger;" and "THE MERGER AGREEMENT" is incorporated
herein by reference.
Item 6. Source and Amount of Funds or Other Consideration
(a) The information set forth under "THE MERGER - Source and Amount of
Consideration", THE MERGER AGREEMENT - Payment of Shares" is incorporated herein
by reference.
(b) The information set forth under "SUMMARY - Solicitation of
Proxies;" "THE MERGER -- Opinion of the Financial Advisor;" -- Source and Amount
of Consideration; "THE MERGER AGREEMENT--Fees and Expenses;" and "INFORMATION
CONCERNING THE SPECIAL MEETING -- Proxy Solicitation" is incorporated herein by
reference.
(c) and (d) Not applicable.
Item 7. Purposes, Alternatives, Reasons and Effects
(a)-(c) The information set forth under "SUMMARY -- Reasons for the
Merger" and "THE MERGER -- Background of the Merger; -- Reasons for the Merger;
- -- Purpose and Effects of the Merger; -- Plans for Sparta After the Merger" is
incorporated herein by reference.
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(d) The information set forth under "SUMMARY - Effects of the Merger; -
Interests of Certain Persons in the Merger; - Certain Tax Consequences to
Shareholders;" "THE MERGER -- Merger Consideration; -- Reasons for the Merger;
- -- Purpose and Effects of the Merger; -- Material Federal Income Tax
Considerations; -- Interests of Certain Persons in the Merger;" -Plans for
Sparta After the Merger;" and "THE MERGER AGREEMENT" is incorporated herein by
reference.
Item 8. Fairness of the Transactions
(a)-(b) The information set forth under "SUMMARY -- Recommendations of
the Special Committee and Board of Directors; -- Opinion of Financial Advisor;
- -- Reasons for the Merger;" "THE SPECIAL MEETING -- Matters to be Considered at
the Special Meeting;" "THE MERGER -- Reasons for the Merger; -- Opinion of the
Financial Advisor; -- Recommendation of the Special Committee and Board of
Directors; Cenex and Merger Sub Believe the Merger is Fair;" "THE MERGER
AGREEMENT;" "Appendix B;" "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT;" "MARKET PRICE OF OUR COMMON STOCK AND DIVIDEND INFORMATION;" and
"SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA" is incorporated herein by
reference.
(c) The information set forth under information concerning "SUMMARY --
Vote Required;" "THE SPECIAL MEETING -- Vote Required;" "THE MERGER --
Recommendation of the Special Committee and Board of Directors and Reasons for
the Merger; Cenex and Merger Sub Believe the Merger is Fair" is incorporated
herein by reference.
(d) The information set forth under "SUMMARY -- Opinion of Financial
Advisor;" "THE MERGER -- Background of the Merger; and -- Opinion of Financial
Advisor; Cenex and Merger Sub Believe the Merger is Fair" is incorporated herein
by reference.
(e) The information set forth under "SUMMARY -- Recommendation of the
Special Committee and Board of Directors;" "THE SPECIAL MEETING -- Matters to be
Considered at the Special Meeting;" "THE MERGER -- Recommendations of the
Special Committee and the Board of Directors and Reasons for the Merger; Cenex
and Merger Sub Believe the Merger is Fair " is incorporated herein by reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(b) The information set forth under "SUMMARY;" "THE MERGER --
Background of the Merger; -- Opinion of the Financial Advisor; -- Reasons for
the Merger", - Source and Amount of Consideration;" and "Appendix B" is
incorporated herein by reference.
(c) The opinion of Greene Holcomb will be made available for inspection
and copying at the principal executive offices of Sparta during its regular
business hours by an interested Sparta shareholder or his/her representative who
has been so designated in writing.
Item 10. Interest in Securities of the Issuer
(a) The information set forth under "THE MERGER -- Interests of Certain
Persons in the Merger;" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
(b) The information set forth under "THE MERGER - Recent Acquisitions
of Sparta Securities by Affiliates," is incorporated herein by reference.
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Item 11. Contracts, Arrangements or Understandings with Respect to the Issuer's
Securities
The information set forth under "SUMMARY -- Vote Required;" "THE MERGER
- -- Voting and Proxy Agreements;" "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT;" "THE MERGER AGREEMENT;" and "Appendix A" is incorporated
herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard to
the Transaction
(a)-(b) The information set forth under "SUMMARY -- Vote Required;"
"THE SPECIAL MEETING -- Vote Required;" "THE MERGER -- Interests of Certain
Persons in the Merger;" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
Item 13. Other Provisions of the Transaction
(a) The information set forth under "SUMMARY -- Rights of Dissenting
Shareholders;" "RIGHTS OF DISSENTING SHAREHOLDERS;" and "Appendix C" is
incorporated herein by reference.
(b) The information set forth under "QUESTIONS AND ANSWERS ABOUT THE
MERGER -- Who Can Help Answer My Questions?" and "WHERE YOU CAN FIND MORE
INFORMATION" is incorporated herein by reference.
(c) Not applicable.
Item 14. Financial Information
(a) The information set forth under "HISTORICAL SELECTED FINANCIAL
DATA" and "DOCUMENTS INCORPORATED BY REFERENCE" is incorporated herein by
reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized
(a)-(b) The information set forth under "THE SPECIAL MEETING -- Proxy
Solicitation; Revocation and Use of Proxies" is incorporated herein by
reference.
Item 16. Additional Information
All the information set forth in the Proxy Statement and each exhibit
attached thereto is incorporated by reference herein.
Item 17. Material to be Filed as Exhibits
(a) Not applicable.
(b)(1) Fairness Opinion of Greene Holcomb and Fisher, LLC (incorporated
by reference to Appendix B to the Proxy Statement).
(c)(1) Agreement of Merger dated as of December 31, 1999 by and among
Sparta, Cenex and Merger Sub, Inc. (incorporated by reference to Appendix A to
the Proxy Statement).
(c)(2) Form of Voting and Proxy Agreement dated as of December 31, 1999
from Sparta's officers and directors and a principal shareholder.
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(d) Proxy Statement and related Notice of Special Meeting and Proxy
(incorporated by reference to the Proxy Statement filed by Sparta Foods, Inc. on
the date hereof).
(e) Dissenters' Rights Provisions (incorporated by reference to
Appendix C to the Proxy Statement).
(f) Not applicable.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 20, 2000 SPARTA FOODS, INC.
By: /s/ Joel P. Bachul
Name: Joel P. Bachul
Title: President and Chief Executive Officer
CENEX HARVEST STATES COOPERATIVES
By: /s/ James D. Tibbetts
Name: James D. Tibbetts
Title: Executive Vice President
Consumer Products Group
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EXHIBIT INDEX
SCHEDULE 13E-3
Exhibit Number Description
Item 17(a)
Item 17(b)(1) Fairness Opinion of Greene Holcomb and Fisher, LLC
(incorporated by reference to Appendix B to the
Schedule 14A filed by Sparta on January 20, 2000).
Item 17(c)(1) Agreement of Merger dated as of December 31, 1999 by
and among Sparta, Cenex and Merger Sub, Inc.
(incorporated by reference to Appendix A to the
Schedule 14A filed by Sparta on January 20, 2000 ).
Item 17(c)(2) Form of Voting and Proxy Agreement dated as of December
31, 1999 from Sparta's officers and directors and a
principal shareholder*
Item 17(d) Proxy Statement and related Notice of Special Meeting
and Proxy (incorporated by reference to the Schedule
14A filed by Sparta on January 20, 2000 )
Item 17(e) Dissenters' Rights Provisions (incorporated by
reference to Appendix C to the Schedule 14A filed by
Sparta on January 20, 2000)
Item 17(f) Not applicable
* Filed herewith.
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Exhibit 17(c)(2)
Voting and Proxy Agreement
This Voting and Proxy Agreement dated December _______, 1999 is entered
into between __________________________________, a resident of the State of
_______________________ (the "Stockholder"), and Cenex Harvest States
Cooperatives, a Minnesota corporation (the "Buyer"). Sparta Foods, Inc., a
Minnesota corporation (the "Company"), the Buyer and SF Acquisition Corp., a
Minnesota corporation and a wholly owned subsidiary of the Buyer (the "Buyer
Subsidiary") propose to enter into an Agreement of Merger dated the date hereof
(the "Merger Agreement") pursuant to which Buyer Subsidiary will be merged (the
"Merger") into the Company, which will thereupon become a wholly owned
subsidiary of the Buyer. The Merger has been approved by the Company's board of
directors and, if the Merger Agreement is executed, will be submitted to the
stockholders of the Company for approval. The Buyer will not enter into the
Merger Agreement except after the receipt of the assurances provided by the
execution of this Agreement, and the Stockholder desires to induce the Buyer to
enter into the Merger Agreement. Capitalized terms used herein without
definition have the meanings stated in the Merger Agreement. Accordingly, the
Stockholder hereby agrees as follows:
1. Voting for Merger.
(a) Subject to the terms and conditions hereof, the Stockholder will
vote the Subject Shares (i) in favor of the Merger at any shareholder meeting
with respect thereto, or any adjournment thereof and (ii) against any Third
Party Transaction at any shareholder meeting with respect thereto or at any
adjournment thereof. "Subject Shares" means (i) the shares of common stock of
the Company listed below the Stockholder's signature hereof (the "Listed
Shares"), (ii) any shares of capital stock of the Company in which he directly
or indirectly has Beneficial Ownership and has the power to vote such shares and
(iii) shares of capital stock hereafter acquired. "Beneficial Ownership" has the
meaning stated in Rule 13d-3 issued by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended.
(b) Prior to the consummation of the Merger or any earlier termination
of this Agreement, Stockholder will not transfer, voluntarily or involuntarily,
any record, beneficial or security interest in any of the Listed Shares to any
Person. Any purported transfer or Contract in violation of this Section 1(b)
will be null and void
(c) The Stockholder hereby grants to the Buyer an irrevocable proxy to
vote all shares of capital stock of Sparta Foods, Inc. now owned or hereafter
acquired by the undersigned as fully, to the same extent and with the same
effect as the undersigned might or could do under any applicable laws or
regulations in the manner prescribed by Section 1(b). Stockholder affirms that
this proxy is coupled with an interest and is irrevocable. THIS PROXY SHALL
REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE
OR ASSIGNEE OF THE STOCK.
(d) Simultaneously herewith, the certificates representing all Listed
Shares are being legended as follows: "The securities represented by this
certificate are subject to a Voting and Proxy Agreement dated December 31, 1999
between ________________________________________ and Cenex Harvest States
Cooperatives which restricts the voting and transfer of such securities. A copy
of such agreement is available for inspection at the principal office of the
issuer."
2. Stockholder's Representations and Warranties. The Stockholder hereby
represents and warrants to the Buyer that:
(a) The Beneficial Ownership and record ownership of, and the
certificates representing the Listed Shares, are fully and accurately stated at
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the end of this Agreement. The Stockholder has (i) exclusive Beneficial
Ownership of the Listed Shares, subject to no security interest, pledge,
restriction or right of any third Person and (ii) exclusive possession of all
certificates there listed.
(b) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of his obligations hereunder conflict with or violate
any laws applicable to him or (B) conflict with, result in any breach of,
constitute a default (or an event which with notice or lapse of time or both
would become a default) under any agreement to which the Stockholder is a party
or by which the Stockholder is bound.
(c) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of his obligations hereunder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Government Agency for or by the Stockholder.
3. Termination. This Agreement will terminate, and be of no further
force or effect, if the Merger Agreement is terminated pursuant to Section
6.3(a), (b), (c) or (d) of the Merger Agreement, provided that no such
termination of this Agreement shall relieve the Stockholder of any liability
with respect to any breach of this Agreement occurring prior to such
termination.
IN WITNESS WHEREOF, the Stockholder has signed this Agreement.
__________________________________
Print Name: __________________________________
- ---------------------- -------------------------- -----------------------
Certificate No: Record Holder No. of Shares
- ---------------------- -------------------------- -----------------------
- ---------------------- --------------------------
- ---------------------- --------------------------
Total
- ------------------------------------------------- -----------------------
Accepted:
Cenex Harvest States Cooperatives
By: ___________________________________
Name:
Title:
