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): December 31, 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)
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Item 5. Other Events.
On December 31, 1999, Sparta Foods, Inc. and Cenex Harvest States
Cooperatives, of St. Paul Minnesota, entered into a definitive merger
agreement. Pursuant to the merger, Cenex will acquire Sparta in a
transaction in which Sparta shareholders will receive consideration of
$1.41 per share in cash. 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 December 31, 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: January 3, 2000 By /s/ A. Merrill Ayers
A. Merrill Ayers, Chief Financial Officer
<PAGE>
EXHIBIT INDEX
to
December 31, 1999 Form 8-K
Sparta Foods, Inc.
Exhibit Number Exhibit Description
99.1 Press Release dated December 31, 1999.
CONTACTS:
Doug Ewing or Tom Langenfeld A. Merrill Ayers, CFO Lani Jordan
BlueFire Partners Sparta Foods, Inc. Cenex Harvest States
Cooperatives
(612) 371-0000 (651) 697-5500 (651) 451-4946
FOR IMMEDIATE RELEASE
SPARTA FOODS, INC., ANNOUNCES AGREEMENT TO
SELL THE COMPANY TO CENEX HARVEST STATES
ST. PAUL, Minn., Dec. 31 -- Sparta Foods, Inc. (Nasdaq: SPFO),
announced today that it has signed a definitive agreement with Cenex Harvest
States Cooperatives, of St. Paul, Minn., for the acquisition of Sparta Foods in
a transaction in which Sparta shareholders will receive consideration of $1.41
per share in cash.
The agreement was unanimously approved by a special committee of the
Board of Directors and the full Board of Directors of Sparta, with the exception
of John Johnson, President and General Manager of Cenex Harvest States and a
Director of Sparta Foods. Mr. Johnson did not participate in any Sparta board
discussions or votes related to the transaction.
Michael J. Kozlak, Chairman of Sparta Foods' Board of Directors, said,
"We are pleased that this agreement has been reached with Cenex Harvest States
and feel that our shareholders are receiving excellent value for their
investment at this price. Through a talented management team and a strong market
growth for tortilla products, Sparta Foods has progressed from a very troubled
company a few years ago to a growth platform for a rapidly consolidating
industry, as evidenced by its recent acquisition of the Phoenix-based Food
Products Corporation."
"We are very excited about Sparta Foods becoming a part of our
company," said Jim Tibbetts, Executive Vice President of Cenex Harvest States'
Consumer Products Group. "The acquisition of Sparta represents another new
grain-based food platform for Cenex Harvest States which supports our mission of
linking our agricultural producers to consumers. As the tortilla industry
continues to consolidate, we plan to aggressively grow and expand this business
in the future."
Consummation of the transaction is subject to the satisfaction of
various conditions, including approval of the transaction by the shareholders of
Sparta and regulatory approvals. The company expects that a meeting of Sparta's
shareholders to vote on the transaction will take place by March 31, 2000, the
end of Sparta Foods' second fiscal quarter, and, if approved, closing of the
transaction will occur shortly thereafter. Sparta Foods has approximately 10.3
million shares of common stock outstanding.
<PAGE>
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.
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 cooperatives 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.
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