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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A (No. 1)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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Sparta Foods, Inc.
(Name of Issuer)
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Sparta Foods, Inc.
Cenex Harvest States Cooperatives
(Name of Persons Filing Statement)
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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:
Daniel A. Yarano, Esq. William Payne, Esq.
Fredrikson & Byron, P.A. Dorsey & Whitney LLP
1100 International Centre Pillsbury Center South
900 Second Avenue South 220 South Sixth Street
Minneapolis, MN 55402-3397 Minneapolis, MN 55402-1498
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This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information statement
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.
+Amount Previously Paid: $2,983 Filing Party: Sparta Foods, Inc.
Cenex Harvest States
Cooperatives
Form or Registration No.: Preliminary Schedule Date Filed: January 21, 2000
14A Proxy Statement
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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
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Item in
Schedule 13E-3 Where located in the Proxy Statement
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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) *
Item 1(f) THE MERGER--Recent Acquisitions of Sparta
Securities by Affiliates
Item 2(a)-(d) SUMMARY -- Parties to the Merger; PARTIES TO THE
and (g) 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 SUMMARY -- Vote Required; THE MERGER -- Background
(b) 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;--Special Factors; THE MERGER
AGREEMENT -- Treatment of Stock Options and
Warrants; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Item 5(a)-(g) SUMMARY -- Interests of Certain Persons in the Merger; THE
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Item in
Schedule 13E-3 Where located in the Proxy Statement
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Merger; THE MERGER -- Merger Consideration; --
Special Factors; --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 --
Special Factors; -- Background of the Merger; --
Reasons for 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; --
Special Factors; -- 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 -- Special Factors;
-- 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 -- Special Factors; --
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 -- Special Factors; -- Background of the
Merger; -- Opinion
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Item in
Schedule 13E-3 Where located in the Proxy Statement
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of Financial Advisor; Cenex and Merger Sub Believe
the Merger is Fair
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 -- Special Factors; -- 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 -- Special Factors; --
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) *
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Item in
Schedule 13E-3 Where located in the Proxy Statement
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Item 15(a)-(b) THE SPECIAL MEETING -- Proxy Solicitation;
Revocation and Use of Proxies
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) *
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* 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
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with Section 16(A) of the Exchange Act" is hereby incorporated by reference
pursuant to General Instruction D of Schedule 13e-3.
(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;" -- "Special Factors;"
"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; - Special Factors;
- -- 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.
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Item 7. Purposes, Alternatives, Reasons and Effects
(a)-(c) The information set forth under "SUMMARY -- Reasons for the Merger"
and "THE MERGER --Special Factors; -- Background of the Merger; -- Reasons for
the Merger; -- Plans for Sparta After the Merger" is incorporated herein by
reference.
(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; -- Special Factors; --
Reasons for 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 -- Special Factors; -- 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 -- Special
Factors; -- 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 -- Special Factors; -- 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 -- Special Factors; --
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 -- Special
Factors; -- 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.
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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.
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.
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(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.
(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: March 6, 2000 SPARTA FOODS, INC.
By: /s/ Joel P. Bachul
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Name: Joel P. Bachul
Title: President and Chief Executive Officer
CENEX HARVEST STATES COOPERATIVES
By: /s/ James D. Tibbetts
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Name: James D. Tibbetts
Title: Executive Vice President
Consumer Products Group
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EXHIBIT INDEX
SCHEDULE 13E-3
Exhibit Number Description
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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
* Previously filed.
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