<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________________ to __________________
Commission file number: Not yet assigned
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SPARTA, INC. PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SPARTA, INC.
23041 AVENIDA DE LA CARLOTA, SUITE 325
LAGUNA HILLS, CA 92653-1507
<PAGE> 2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or the other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on the Plan's behalf by the
undersigned, thereunto duly authorized.
SPARTA, INC. PROFIT SHARING PLAN
Date: October 13, 2000 /s/ Jerry R. Fabian
----------------------------------------
Jerry R. Fabian, Special Trustee
2
<PAGE> 3
[WARNICK MAESTAS & HICK LETTERHEAD]
October 13, 2000
To the Board of Directors of Sparta, Inc.
To the Plan Administrator of the Sparta, Inc. Profit Sharing Plan
We were engaged to audit the financial statements of the Sparta, Inc. Profit
Sharing Plan as of December 31, 1999 and January 1, 1999, and for the years then
ended, and have issued our report thereon dated May 31, 2000. Professional
standards require that we provide you with the following information related to
our audits.
As stated in our engagement letter dated January 13, 2000, our responsibility,
as described by professional standards, is to plan and perform our audit to
obtain reasonable, but not absolute, assurance that the financial statements are
free of material misstatement and are fairly presented in accordance with
generally accepted accounting principles. Because of the concept of reasonable
assurance and because we did not perform a detailed examination of all
transactions, there is a risk that material errors, irregularities, or illegal
acts, including fraud and defalcations, may exist and not be detected by us.
As part of our audits, we considered the internal control structure of the
Sparta, Inc. Profit Sharing Plan. Such considerations were solely for the
purpose of determining our audit procedures and not to provide any assurance
concerning such internal control structure.
Management has the responsibility for selection and use of appropriate
accounting policies. In accordance with the terms of our engagement letter, we
will advise management about the appropriateness of accounting policies and
their application. The significant accounting policies used by the Sparta, Inc.
Profit Sharing Plan are described in Notes (2) and (6) to the financial
statements. No new accounting policies were adopted and the application of
existing policies was not changed during the year ended December 31, 1999. We
noted no transactions entered into by the Plan during the year that were both
significant and unusual, and of which, under professional standards, we are
required to inform you, or transactions for which there is a lack of
authoritative guidance or consensus.
We encountered no significant difficulties in dealing with management in
performing our audit.
This information is intended solely for the use of the management of the Plan
and should not be used for any other purpose.
Very truly yours,
WARNICK, MAESTAS & HICK
By /s/ RONALD J. MAESTAS
--------------------------------------
Ronald J. Maestas
F-1
<PAGE> 4
[WARNICK MAESTAS & HICK LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-45915) of the Sparta, Inc. Profit Sharing Plan of
our report dated May 31, 2000 contained in this Report on Form 11-K of the
Sparta, Inc. Profit Sharing Plan for the Plan year 1999.
/s/ WARNICK, MAESTAS & HICK
----------------------------------------
WARNICK, MAESTAS & HICK
Costa Mesa, California
October 13, 2000
F-2
<PAGE> 5
SPARTA, INC.
PROFIT SHARING PLAN
Financial Statements
For The Years Ended December 31, 1999
And January 1, 1999
Together With Auditor's Report
F-3
<PAGE> 6
[WARNICK MAESTAS & HICK LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To The Board of Directors
Sparta, Inc. Profit Sharing Plan
Laguna Hills, California
We have audited the accompanying statements of net assets available for plan
benefits (modified cash basis) of the Sparta, Inc. Profit Sharing Plan as of
December 31, 1999 and January 1, 1999, and the related statements of changes in
net assets available for plan benefits (modified cash basis) for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 6, these financial statements and supplemental schedules
were prepared on a modified cash basis of accounting, which is a comprehensive
basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Sparta,
Inc. Profit Sharing Plan as of December 31, 1999 and January 1, 1999, and the
changes in net assets available for plan benefits for the years ended December
31, 1999 and January 1, 1999, on the basis of accounting described in Note 6.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules (modified cash
basis) of assets held for investment purposes and transactions in excess of 5%
of the current value of plan assets are presented for purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
WARNICK, MAESTAS & HICK
COSTA MESA, CALIFORNIA
May 31, 2000
F-4
<PAGE> 7
SPARTA, INC. PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999
AND JANUARY 1, 1999
ASSETS
<TABLE>
<CAPTION>
December 31, January 1,
1999 1999
----------- -----------
<S> <C> <C>
INVESTMENTS, at fair value (Note 2):
Sparta, Inc. common stock (Notes 4 and 5) $33,861,907 $25,899,587
Corporate stock 3,753,487 3,388,846
Mutual funds 15,564,880 9,643,502
Government securities 3,893 29,841
Limited partnership interests 43,324 51,263
Other Assets 307,428 363
----------- -----------
Total investments 53,534,919 39,013,402
----------- -----------
RECEIVABLES:
Contribution from Sparta, Inc. (Note 1) 360,573 619,867
Notes receivable from participants (Note 2) 1,485,801 1,304,669
Accrued interest receivable 206,910 25,315
Employee contribution to 401(k) plan (Note 1) 31,075 122,505
----------- -----------
Total receivables 2,084,359 2,072,356
----------- -----------
CASH (Note 2) 5,584,937 7,985,360
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $61,204,215 $49,071,118
=========== ===========
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL
PART OF THESE STATEMENTS
F-5
<PAGE> 8
SPARTA, INC. PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999
AND JANUARY 1, 1999
<TABLE>
<CAPTION>
December 31, January 1,
1999 1999
----------- -----------
<S> <C> <C>
ADDITIONS:
Contributions -
Sparta, Inc. (Note 5) $ 4,387,479 $ 3,923,621
Employees (Note 1) 2,054,804 1,564,459
Interest and dividend income 1,081,123 1,291,726
----------- -----------
Total additions 7,523,406 6,779,806
DEDUCTIONS:
Benefits paid to participants 5,906,150 4,104,469
Administration expenses 143,718 121,948
----------- -----------
Total deductions 6,049,868 4,226,417
----------- -----------
NET REALIZED AND UNREALIZED APPRECIATION
IN FAIR VALUE OF INVESTMENTS (Note 2) 10,659,559 7,438,988
----------- -----------
NET ADDITIONS 12,133,097 9,992,377
NET ASSETS AVAILABLE FOR BENEFITS,
at beginning of year 49,071,118 39,078,741
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
at end of year $61,204,215 $49,071,118
=========== ===========
</TABLE>
THE ACCOMPANYING FOOTNOTES ARE AN INTEGRAL
PART OF THESE STATEMENTS
F-6
<PAGE> 9
SPARTA, INC. PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999
AND JANUARY 1, 1999
(1) Description of the Plan -
The profit sharing plan of Sparta, Inc., (the Plan) is a contributory
defined contribution plan that covers substantially all employees and provides
for retirement and disability benefits. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974. Employer contributions are
allocated to participants based on compensation and years of service. The Plan
provides for immediate eligibility and 100 percent vesting for all employees who
complete more than 1,000 hours of service within the plan year. In addition, the
Plan provides for separate, segregated accounts for substantially all
participants. Each participant with a segregated account directs the investment
activity of such segregated account. In addition, the participants may use the
funds in their accounts to purchase shares of Sparta, Inc. stock.
The amount of the annual contribution to the Plan is determined by the
Board of Directors of Sparta, Inc., (the Company) at its discretion. The
Company's contribution to the Plan each year may be made in the form of Sparta,
Inc. stock, cash or both at the discretion of the Board of Directors.
Matching contributions may be made on behalf of certain employees of
Sparta, Inc. at the discretion of the Board of Directors. These employees may
elect to make pre-tax contributions to the Plan ("401(k) deferrals") under
Section 401(k) of the Internal Revenue Code.
The Plan's investments are held in the name of a trust company. An
officer of the Company is the trustee with respect to Sparta, Inc. securities
held by the Plan. CNA Trust Corporation was named trustee of the Plan effective
April 12, 1999.
(2) Significant Accounting Policies -
(a) Accounting Periods Presented -
The Plan operates on a 52/53 week fiscal year. In 1999 and
1998 the Plan's fiscal year ended on the Friday nearest to December 31.
The periods presented in these financial statements are the fiscal
years ended December 31, 1999 and January 1, 1999.
(b) Valuation of Investments -
Corporate stocks, mutual funds, government securities, and
bonds are stated at aggregate fair value. Securities traded on a
national securities exchange are valued at the latest reported sales
price on the last business day of the plan year; investments traded on
the over-the-counter market and listed securities for which no sale was
reported on that date are valued at the average of the last reported
bid and asked prices.
SEE INDEPENDENT AUDITOR'S REPORT
F-7
<PAGE> 10
Stock investments in the employer corporation are valued using
a quarterly adjusted formula which is used in all transactions
affecting Sparta, Inc. stock. The value at December 31, 1999 was $11.99
per share based upon the quarterly adjusted formula calculation as of
October 21, 1999.
An independent valuation firm determined that the stock
valuation (using the quarterly adjusted formula) was a proper
reflection of the fair market value at the valuation date of March 31,
1998. The stock value as determined by the independent valuation firm
was $8.32 at May 7, 1998 and was consistent with the value as
previously computed using the quarterly adjusted formula. An
independent stock valuation was prepared subsequent to the plan year
end and was also consistent with the prevailing value using the
quarterly adjusted formula.
The fair value of the commodities were based on the average
price traded on the market on the last business day of the plan year.
The fair value of the limited partnership interests were based
on the estimated fair value of their underlying assets.
Investments greater than or equal to 5% of plan assets are:
<TABLE>
<CAPTION>
December 31, 1999 January 1, 1999
----------------------- -----------------------
Principal Principal
Amount or Amount or
Number of Fair Number of Fair
Shares Value Shares Value
--------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Sparta, Inc. Common Stock 2,824,179 $33,861,907 2,830,556 $25,899,587
Cash Management Trust
of America 3,704,070 $ 3,704,070 6,837,824 $ 6,837,824
</TABLE>
During the plan year, the Plan's investments (including
investments bought, sold and held during the year) appreciated in value
by $7,438,988 and $10,659,559 for the years ended January 1, 1999 and
December 31, 1999, as follows:
<TABLE>
<CAPTION>
December 31, January 1,
1999 1999
------------ -----------
<S> <C> <C>
Sparta, Inc. Common Stock $ 8,483,720 $ 6,172,746
Corporate stock 866,695 802,268
Mutual Funds 1,182,483 468,959
Government Securities 0 4,772
Limited Partnership Interests (3,967) (9,697)
Commodities 0 (60)
Bonds 73 0
Other 130,555 0
------------ -----------
$ 10,659,559 $ 7,438,988
============ ===========
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-8
<PAGE> 11
The Plan places a substantial portion of its assets with American
Funds that is cash management accounts for most investments of the Plan. Among
them are the $3,704,070 of temporary cash investments consisting principally of
money market funds that are potentially subject to risk because a substantial
portion is not insured by the Securities Investors Protection Corporation. The
Plan administrator and Company management do not believe that the Plan is at
risk and that no significant loss will occur.
(c) Plan Expenses -
The company absorbs a significant portion of plan expenses
incurred for the administration and management of the Plan.
Administrative fees are deducted from the account of each participant.
(d) Plan Termination -
Although it has not expressed any intent to do so, the Company
has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In
the event of Plan termination, the net assets of the Plan will be
allocated to the participants in accordance with the terms of the Plan.
(e) Participant Loans -
Pursuant to the Plan, loans are available to eligible
participants, bear interest at a fair market value, require adequate
security, and require repayment over a reasonable period of time. The
Plan requires that loans be in compliance with Internal Revenue Code
Section 72.
(f) Plan Benefits -
A participant becomes eligible to receive a retirement benefit
payment equal to 100% of his or her vested account balance upon
reaching normal retirement age. The Plan also provides for death,
disability and termination benefits, as defined.
The method of payment shall be a lump-sum distribution of cash
except to the extent that the participant elects to have his benefits
distributed in kind.
(g) Estimates -
The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results may
differ from those estimates.
(3) Income Tax Status -
The Internal Revenue Service has determined and informed the Company by
letter dated January 4, 1996, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has not been amended since receiving the determination letter.
SEE INDEPENDENT AUDITOR'S REPORT
F-9
<PAGE> 12
(4) Related Party Transactions -
The Plan was amended, effective October 1, 1987, to allow the Plan to
purchase employer securities. During the Plan years ended December 31, 1999 and
January 1, 1999, the Plan purchased 72,318 and 223,280 shares of the Company,
respectively, at prices ranging from $11.99 to $7.69 per share. In addition,
during the Plan years ended December 31, 1999 and January 1, 1999, the Plan sold
224,798 and 297,936 shares of the Company, respectively, at prices ranging from
$11.99 to $7.69 per share.
(5) Employer Contributions -
For the year ended December 31, 1999, total contributions made by the
employer of $4,387,479 were comprised of 209,684 shares of the Company Stock
valued at $2,243,612, with per share prices ranging from $11.99 to $9.71, and
cash contributions of $2,143,867.
For the year ended January 1, 1999, total contributions made by the
employer of $3,923,621 were comprised of 247,511 shares of the Company Stock
valued at $2,022,289 with per share prices ranging from $9.15 to $7.69 and cash
contributions of $1,901,332.
(6) Basis of Accounting -
The plan's financial statements are presented using the modified cash
basis of accounting in order to conform to the accounting method employed by the
trustee and the plan administrator.
Under the modified cash basis of accounting expenses are recorded when
paid and investment gains and losses are computed under the "revalued method."
(7) Benefit Claims Payable -
Net assets available for benefits at December 31, 1999 include
$5,683,647 allocated to the accounts of participants who, as of or prior to that
date, had terminated employment and either remained in the Plan as allowed under
the Plan provisions or withdrew completely from participating in the earnings
and operations of the Plan.
(8) Information Prepared and Certified by Trustee -
CNA Trust Corporation, the Plan's trustee, has certified that the
financial information for the year ended December 31, 1999 is complete and
accurate pursuant to Department of Labor Regulation 29CFR 2520.103-5(c).
SEE INDEPENDENT AUDITOR'S REPORT
F-10
<PAGE> 13
SPARTA, INC. PROFIT SHARING PLAN
TRANSACTIONS OR SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF PLAN ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Principal
Amount or
Number of Purchase Selling Cost Gain
Shares Price Price (Note 6) (Note 6)
--------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
SPARTA, INC. STOCK
Purchases 72,318 $796,955
Sales 224,798 $2,414,191 $2,355,121 $59,070
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-11
<PAGE> 14
SPARTA, INC. PROFIT SHARING PLAN
ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
GOVERNMENT SECURITIES
CTR 15 MAY 0% 4,240.00 3,893.17
--------------
3,893.17
==============
LIMITED PARTNERSHIPS
Cedar Fair Depositary LP 200.00 3,875.00
CNL Income V, Ltd 6.00 2,796.00
Ledcor Properties 2,500.00 5,882.50
Ledcor Properties 10,000.00 23,530.00
Ledcor Properties 2,500.00 5,882.50
RIC 25, Ltd 118.00 0.00
Windsor Park Properties 5 150.00 1,357.50
--------------
43,323.50
==============
MUTUAL FUNDS
AARP Capital Growth FD 557.429 40,441.47
AIM Adv Flex Fund 7,388.606 129,891.69
Aim Charter Class A 8,319.900 153,751.75
Aim Global Telecommunications 144.000 5,103.36
Aim Telecommunications 314.418 10,665.06
AIM Value Fund 773.159 37,753.35
Alger Capital Appreciation 4,306.632 66,838.93
Alliance Premier Growth Fund 168.981 6,167.81
Alliance Worldwide Privatization 2,101.000 31,325.91
Amer Mutual Funds Inc 1,931.814 46,035.13
American Express Custodial 14,332.060 14,332.06
Baron Asset Fund 1,099.717 64,630.37
Berger 100 Fund 725.046 13,435.10
Bond Fund Of America 44,195.960 573,663.55
Brandywine Fund 1,118.018 47,940.61
David Funds NY Venture 2,627.576 74,334.13
Dreyfus Growth & Value 512.645 18,829.45
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-12
<PAGE> 15
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Dreyfus S&P 500 Index 88,245.300 3,786,605.82
Europacific Growth Fund 14,331.947 611,400.86
Federated Growth Tr Fund 474.214 20,893.87
Fidelity Adv Equity Inc 207.143 5,402.29
Fidelity Adv Growth Opp 118.830 5,544.61
Fidelity Adv Overseas 308.595 7,332.22
Fidelity Aggressive Growth 170.830 10,186.59
Fidelity Capital & Income 2,346.468 21,798.69
Fidelity ContraFund 693.813 41,642.66
Fidelity Convertible Fund 1,107.454 26,888.98
Fidelity Dividend Growth 2,259.585 65,505.37
Fidelity Growth 577.248 48,662.01
Fidelity Growth & Income 938.406 44,255.23
Fidelity Low Priced Stock 524.864 11,882.92
Fidelity Magellan Fund 109.654 14,982.03
Fidelity Midcap Stock 818.832 17,907.86
Fidelity New Millennium 242.488 11,508.48
Fidelity Select Brokerage 236.655 11,082.55
Fidelity Select Electronic 159.348 14,162.85
Fidelity Select Financial 89.022 8,414.36
Fidelity Select Reg Bank 201.733 6,354.59
Fidelity Select Technology 140.742 21,447.67
Fidelity Select Utilities Growth 353.744 23,382.48
Franklin AGE High Income 8,161.400 20,485.11
Franklin Blue Chip Fund 1,437.166 24,604.28
Franklin Dynatech Fund 1,368.385 38,000.05
Franklin Universal Trust 370.000 2,520.63
Franklin US Govt Secs 2,607.035 17,023.94
Growth Fund of America 261.279 7,613.67
Income Fund America 1,441.720 22,692.67
Internet Fund 203.170 10,101.61
INVESCO Telecommunication 902.461 46,594.06
INVESCO Total Return FD 22,005.916 637,291.33
Investment Co. of America 20,423.837 662,957.77
Janus 20 Fund 306.922 25,606.50
Janus Balanced Fund 2,229.979 52,159.21
Janus Equity Income 475.028 11,942.20
Janus Flexible Income 6,726.987 62,897.33
Janus Fund 1,000.226 44,059.96
Janus Global Technology 1,941.669 60,055.82
Janus Mercury Fund 913.716 40,029.90
Janus Olympus Fund 525.827 28,005.55
Janus Overseas Fund 1,364.027 50,741.80
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-13
<PAGE> 16
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Janus Worldwide Fund 4,593.498 351,081.06
John Hancock Regional Bank 0.503 19.78
Legg Mason Value Trust 1,218.121 91,687.97
Loomis Sayles Bond 1,881.484 21,674.70
Marsico Focus Fund 345.028 8,090.91
Midas Fund 1,411.782 1,920.02
Mudnder Netnet Fund 161.976 12,379.83
Mutual Beacon Fund 1,518.362 20,968.58
Neuberger Berman Focus Fund 1,024.384 40,053.41
Neuberger Berman Guardian 1,615.655 29,889.62
New Economy Funds 402.779 12,010.87
New Perspective Fund 3,810.145 112,170.67
Oak Value Fund 781.890 19,953.83
Oppenheimer Global Growth 439.479 12,797.63
Oppenheimer Growth 242.484 11,736.23
Paine Webber Fund Growth FD 2,177.605 70,053.55
Paine Webber Tactical Allocation 678.290 23,224.65
Phoenix Small Cap FD 655.315 19,672.56
Phoenix Strategic Theme Fd 1,060.632 21,361.13
Pilgrim Large Cap Growth 28,333.096 1,143,240.40
Pilgrim Mid Cap Growth 30,872.161 797,736.64
Putnam Growth & Income 514.457 6,260.94
Putnam Growth Opportunities 336.027 10,030.41
Putnam Health Sciences 452.974 27,722.01
Putnam New Opportunity Fund 99.671 9,066.07
Putnam Vista Fund 489.655 8,549.38
PW Regl Finl Growth 408.963 11,205.58
Robertson Stephen Emerging 343.428 20,832.34
Seligman Communications & Info 930.550 43,968.49
Smallcap Capital World 25,050.685 980,483.82
Sogen Intl fund 488.000 12,029.20
Sound Shore Fund 9.010 265.52
Swiss Helvetia Fund 430.000 5,939.38
T Rowe Price Blue Chip 501.233 18,214.81
T Rowe Price Equity Inc Fund 379.022 9,403.54
T Rowe Price Media & Tech 332.097 13,280.56
T Rowe Price Mid Cap Growth 503.060 20,187.80
T Rowe Price Science & Tech 653.920 41,661.24
Templeton Foreign Fund I 4,850.189 54,419.12
Templeton Global Bond 50.560 436.33
Templeton Growth Fund 5,848.167 116,729.41
United Services World Gold 755.954 6,191.26
Vanguard Asset Alloc 4,435.709 105,569.87
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-14
<PAGE> 17
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Vanguard Balance Index Fund 4,674.999 94,528.48
Vanguard European Stock 487.347 14,050.21
Vanguard Growth Index 1,197.970 47,235.96
Vanguard High Yield 1,989.271 14,700.71
Vanguard Index 500 Fund 999.216 135,223.90
Vanguard Lifestrategy 495.176 10,601.72
Vanguard US growth FD 408.387 17,777.09
Vanguard Value Index 3,675.102 84,123.08
Vanguard Windsor Fund 2,017.039 30,598.48
Vanguard Windsor II Fund 1.142 28.52
Washington Mutual Funds 62,414.301 1,844,966.74
Weitz Value Portfolio 2,526.005 83,560.25
White Oak Growth 321.199 19,631.68
American Skandia Life Assur. 785,914.08 785,914.08
--------------
15,564,880.13
==============
CORPORATE SECURITIES
--------------------
Action Performance Inc. Com 100.00 1,150.00
Adobe Sys Inc Com 50.00 3,362.50
ADR Asia Satellite 50.00 1,750.00
Adtran Inc 941.00 48,402.69
Aflac Inc Com 300.00 14,156.25
AK Steel Holding Corp 76.00 1,434.50
Alcatel Adr 163.00 7,335.00
Alza Corp 120.00 4,155.00
America Online Inc 667.00 50,608.63
American Express 23.00 3,823.75
American Express Custodial 92.50 92.50
American Homestar Corp 300.00 1,181.25
Amgen Inc 200.00 12,012.50
Apple Computer 650.00 66,828.13
Applied Materials 500.00 63,343.75
Archer Daniels Midland 5.00 60.63
Associates First Capital 400.00 10,975.00
At Home Corp 12.00 514.50
AT&T Corp 90.00 4,573.13
Aventis Sponsored ADR 158.00 8,986.25
Bally Total Fitness Hldg 100.00 2,668.75
Barnesandnoble.com 75.00 1,064.06
Berkshire Hathaway 10.00 18,300.00
Best Buy 200.00 10,050.00
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-15
<PAGE> 18
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Boeing Company 800.00 33,150.00
Boombardier Inc. 100.00 2,049.41
Borders Group 170.00 2,762.50
Bristol Myers 800.00 51,350.00
Campbell Soup 40.00 1,547.50
Canterbury Capital Custodial 292,677.00 292,677.00
Capital Automotive REIT 100.00 1,218.75
Caterpillar Inc. 100.00 4,706.25
CDW Computer 300.00 23,587.50
Cendant Corp 636.00 16,893.75
Checkfree Hldgs Corp. 120.00 12,540.00
Chequemate Intl Inc. 1,600.00 4,200.00
Chevron Corp 61.00 5,284.13
Ciber Inc. 170.00 4,675.00
Cisco Systems Inc 2,742.00 293,736.75
Citigroup Inc 325.00 18,098.44
Citirix Sys Inc. 200.00 24,600.00
Coca Cola Co 551.00 32,095.75
Comair Hldgs 400.00 9,350.00
Compaq Computer 1,847.00 49,984.46
Computer Sciences Corp. 34.00 3,217.25
Connectinc.com 836.00 3,370.13
Continental Amern Transn 6,350.00 99.22
Core Laboratories 79.00 1,580.00
CVS Corp. 300.00 11,962.50
Cyberian Outpost 440.00 4,372.51
Daimler-Chrysler 348.00 27,144.00
Dell Computer Corp 400.00 20,400.00
Delta Air Lines 200.00 9,962.50
Diamond Offshore Drilling 300.00 9,168.75
Disney Walt Co 2,199.00 64,320.75
Duke Power Co 300.00 15,037.50
Dundee Precious Metals 750.00 4,276.80
Earthlink Network 8.00 340.00
Eastman Chemical 25.00 1,192.19
Eastman Kodak Co. 136.00 9,010.00
EMC Corp Mass 296.00 32,338.00
Emulex Corp 200.00 22,500.00
Equity Inv Fund Unit 15,979.00 15,979.00
Ericsson LM Tele 840.00 55,177.50
Express Scripts 250.00 16,000.00
Exxon Corp 100.00 8,056.25
FDX Corp. 100.00 4,093.75
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-16
<PAGE> 19
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Federal Home Ln Mtg 82.00 3,859.13
Finisar Corp. 50.00 4,493.75
Fletcher Challenge Bldg 21.00 295.31
Fletcher Challenge Energy 21.00 540.75
Fletcher Challenge Ltd Forests 1.00 3.75
Fletcher Challenge Paper Div 42.00 283.50
Ford Motor Co 300.00 15,993.75
Fox Entertainment 50.00 1,246.88
Funco Inc. 100.00 1,118.75
Gap Inc 36.00 1,656.00
Gateway 2000 Inc 500.00 36,031.25
General Amer Inv Co 978.00 36,369.38
General Electric Co 400.00 61,900.00
Genesis Health Ventures 6,000.00 12,375.00
Gillette Company 25.00 1,029.69
Grupo Televisa SA 500.00 34,125.00
GTE Corp 400.00 28,225.00
Harrahs Entertainment 220.00 5,816.25
Hartford Life Inc. 50.00 2,200.00
Hewlett Packard Co 340.00 38,675.00
Hitachi LTD 200.00 32,375.00
Home Depot Inc 575.00 39,531.25
ICOS Corp. 300.00 8,775.00
Immucor Inc 200.00 2,637.50
Intel Corp 639.00 52,597.69
Intergraph Corp 1,000.00 4,687.50
Internation Business Machines 280.00 30,205.00
Iomega Corp 349.00 1,177.88
Johnson & Johnson 25.00 2,331.25
Koninklijke Philip Electrs 92.00 12,420.00
Landrys Seafood Restaurant 150.00 1,303.13
LSI Logic Group 52.00 3,510.00
Lucent Technologies 500.00 37,500.00
Manhattan Scientifics 2,000.00 10,000.00
Matrasell Corp 9,000.00 0.00
Mattel Inc 100.00 1,312.50
MCI Worldcom 395.00 20,959.69
Medical Assurn Inc 336.00 7,119.00
Medtronic Inc 2,328.00 84,826.50
Mellon Finl Corp 80.00 2,725.00
Merck & Co 1,600.00 107,500.00
Meritor Automotive 33.00 639.38
Mesa Offshore Trust 2,000.00 62.50
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-17
<PAGE> 20
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Microsoft Inc 3,316.00 387,143.00
Minera Andes Inc 4,000.00 497.64
Minnesota Mng & Mfg 65.00 6,361.88
Mohawk Ind Inc 50.00 1,318.75
Monsanto Co 30.00 1,063.13
Morgan JP & Co 45.00 5,698.13
Motorola Inc 500.00 73,625.00
MTI technology Corp 200.00 7,375.00
Natural Health Trend Corp 1,520.00 2,660.00
Nautica Enterprises Inc 400.00 4,525.00
Netspeak Corp 200.00 4,250.00
Network Associates 1,000.00 26,687.50
New Plan Realty Trust 200.00 3,162.50
Nexar Technologies 150.00 2.93
Nokia Corp. 60.00 11,463.75
Nortel Networks 480.00 48,480.00
Ocular Sciences 700.00 13,212.50
Omega Protein 200.00 625.00
Open Joint Stk ADR 50.00 2,231.25
Oracle Corp 600.00 67,237.50
Orbital Sciences 500.00 9,281.25
Orthalliance Cl A 200.00 1,250.00
Outback Steakhouse Inc. 50.00 1,296.88
Owens Corning 100.00 1,931.25
Paine Webber REIT 132.00 1,610.40
Park Place Entertainment 120.00 1,500.00
Pepsico Inc 28.00 987.00
Pfizer Inc 99.00 3,211.31
Philip Dodge Corp 105.00 7,074.38
Philip Morris Cos 300.00 6,900.00
Polymedica Corp. 50.00 1,156.25
Polymet Mining Corp 15,000.00 12,337.80
Procter & Gamble Co 500.00 54,781.25
Providence & Worchester 100.00 800.00
Qualcomm Inc 26.00 4,579.25
Range Petroleum 3,400.00 2,073.73
Raytheon Co. 100.00 2,481.25
Realty Income Corp. 118.00 2,433.75
Red Hat Inc. 50.00 10,562.50
Reliant Energy Inc. 122.00 2,790.75
Reliastar Finl Corp 800.00 31,350.00
Remedytemp Inc. 100.00 1,900.00
Rite Aid Corp. 1,005.00 11,180.63
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-18
<PAGE> 21
<TABLE>
<CAPTION>
DESCRIPTION UNITS CURRENT VALUE
-----------------------------------------------------------------------------
<S> <C> <C>
Royal Caribbean Cruises 200.00 9,862.50
Royce Value 1,192.00 15,570.50
RSA Sec Inc. 55.00 4,262.50
Safeguard Scientifics Inc. 60.00 9,780.00
Schlumberger Ltd 300.00 16,837.50
Sci Systems 200.00 16,437.50
Scientific Atlanta 400.00 22,350.00
Seagate Technology 300.00 13,968.75
Site Technologies Inc 200.00 25.00
Skywest Inc. 200.00 5,600.00
Sony Corp 200.00 56,950.00
Sun Microsystems 1,700.00 131,643.75
Swift Transportation 675.00 11,896.88
Telefonos de Mexico 500.00 56,250.00
Tellabs Inc 400.00 25,675.00
Texas Instrument 390.00 37,683.75
Tommy Hilfiger Com 100.00 2,337.50
Tower Automotive Inc. 1,000.00 15,437.50
Tri Contl Corp. 1,064.00 29,659.00
United Technologies 150.00 9,750.00
Visionamerica Inc. 800.00 2,400.00
Vodafone 700.00 34,650.00
Vtel Corp 414.00 1,358.44
Wal Mart Stores 125.00 8,640.63
Wells Fargo 20.00 808.75
Wind River Sys 700.00 25,637.50
Winstar Comm 300.00 22,575.00
Yahoo Com 30.00 12,980.63
--------------
3,753,487.14
==============
OTHER ASSETS 307,428.00
------------ ==============
EMPLOYER STOCK
--------------
Sparta Inc. 2,614,495.00 31,347,795.05
Sparta Inc. - '99 PSP Contrb 198,933.00 2,385,206.67
Sparta Inc. - '99 401k Contrb 10,751.00 128,904.49
--------------
33,861,906.21
==============
</TABLE>
SEE INDEPENDENT AUDITOR'S REPORT
F-19
