-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FuZSDqXbuIrYAgDhi7VbvT311YgLbDllKLdt3YbLsIIcxrqngTu9GovxItEV1L0y utWkQ5raXFYVtDvMKwXLAQ== 0000897101-99-001019.txt : 19991103 0000897101-99-001019.hdr.sgml : 19991103 ACCESSION NUMBER: 0000897101-99-001019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPARTA FOODS INC CENTRAL INDEX KEY: 0000838171 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 411618240 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44715 FILM NUMBER: 99739135 BUSINESS ADDRESS: STREET 1: 2570 KASOTA AVE CITY: ST PAUL STATE: MN ZIP: 55108 BUSINESS PHONE: 6126461888 MAIL ADDRESS: STREET 1: 1565 FIRST AVENUE N.W. CITY: NEW BRIGHTON STATE: MN ZIP: 55112 FORMER COMPANY: FORMER CONFORMED NAME: SPARTA CORP DATE OF NAME CHANGE: 19910127 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENEX HARVEST STATES COOPERATIVES CENTRAL INDEX KEY: 0000823277 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150] IRS NUMBER: 410251095 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 BUSINESS PHONE: 6129469433 MAIL ADDRESS: STREET 1: 5500 CENEX DRIVE CITY: INVER GROVE HEIGHTS STATE: MN ZIP: 55077 FORMER COMPANY: FORMER CONFORMED NAME: HARVEST STATES COOPERATIVES DATE OF NAME CHANGE: 19961212 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sparta Foods, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 846573301 (CUSIP Number) David Kastelic, Associate General Counsel, Cenex Harvest States Cooperatives 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077 (651) 306-3712 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 22, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ----------------------- CUSIP NO. 846573301 SCHEDULE 13D - ----------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON, IRS IDENTIFICATION NO. OF ABOVE PERSON Cenex Harvest States Cooperatives - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 1,617,652 (1)(2)(3) SHARES ----------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,617,652 (1)(2)(3) WITH ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,617,652(1)(2)(3) - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.9% (based on 10,191,416 shares outstanding on July 30, 1999) (1)(2)(3) - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ (1) Includes 1,515,152 shares of Issuer's Common Stock issuable upon conversion of 2,500 shares of Preferred Stock, Series 1998, par value $1,000.00 per share ("Issuer's Preferred Stock"). (2) Includes 6,000 shares of Issuer's Common Stock issuable within 60 days of the date hereof upon exercise of the vested portion of an option to purchase 15,000 shares of Issuer's Common Stock held by John D. Johnson, President and General Manager of Cenex Harvest States Cooperatives, as previously reported on this Schedule 13D. (3) Includes 4,000 shares of Issuer's Common Stock owned by Duane Risan, a director of Cenex Harvest States Cooperatives, as previously reported on this Schedule 13D. -2- AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2 amends the Schedule 13D, filed February 6, 1998 (as previously amended) of Cenex Harvest States Cooperatives, a Minnesota corporation (formerly Harvest States Cooperatives) ("Cenex Harvest States"), with respect to the common stock, $.01 par value ("Issuer's Common Stock"), of Sparta Foods, Inc., a Minnesota corporation (the "Issuer"), to report the purchase of Issuer's Common Stock by Cenex Harvest States. This amendment amends only those portions of the information previously reported that have changed since the prior filing. Item 2. Identity and Background (a - f) On June 1, 1998, CENEX, Inc. and Harvest States Cooperatives merged, with Harvest States Cooperatives as the surviving corporation (the "Combination"). In connection with the Combination, Harvest States Cooperatives changed its name to Cenex Harvest States Cooperatives. The address of Cenex Harvest States is 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077. The primary business of Cenex Harvest States is the merchandising and processing of grain and the retailing and wholesaling of petroleum products, fertilizers and chemicals. In connection with the Combination, all persons serving as directors of Cenex, Inc. and Harvest States Cooperatives became directors of Cenex Harvest States. The following list sets forth the name and address of each director of Cenex Harvest States. Each director is an agricultural producer and is self-employed. NAME ADDRESS ---- ------- Gerald Kuster 780 - 1st Avenue Northeast, Reynolds, ND 58275-9742 Elroy Webster Route 2, Box 123, Nicollet, MN 56074 Merlin Van Walleghen 24106 - 408th Avenue, Letcher, SD 57359-6021 Richard Traphagen 39555 - 124th Street, Columbia, SD 57433 Steve Carney 104 - 3rd Avenue, Post Office Box 1122 Scobey, MT 59263-1122 James Kile 508 West Bell Lane, St. John, WA 99171 Bruce Anderson 13500 - 42nd Street NE, Glenburn, ND 58740-9564 Robert Bass S 2276 Highway K, Reedsburg, WI 53959 Steven Burnet 94699 Monkland Lane, Moro, OR 97039-9705 Curt Eischens RR 1, Box 59, Minneota, MN 56264 Robert Elliott 324 Hillcrest, Alliance, NE 69301 -3- Edward Ellison 401 Hamburg Avenue, Post Office Box 8 Herman, MN 56248-0008 Sheldon Haaland 1002 Indiana Jones Avenue, Marshall, MN 56258-2183 Fred Harris 1004 Powell Street, Grandview, WA 98930 Jerry Hasnedl Route 1, Box 39, St. Hilaire, MN 56754 Edward Hereford 1902 Cashup Flat Road, Thornton, WA 99176-9710 Douglas Johnson HC 89, Box 5240, Sidney, MT 59270 Leonard Larsen 5128 - 11th Avenue North, Granville, ND 58741-9595 Tyrone Moos HCR 1, Box 1, Philip, SD 57567-9601 Gaylord Olson RR 1, Buxton, ND 58218 Duane Risan 7452 - 37th Street Northwest, Parshall, ND 58770-9403 Denis Schilmoeller 4758 - 450th Street, Granville, IA 51022 Duane Stenzel RR 2, Box 173, Wells, MN 56097 Michael Toelle RR 1, Box 190, Browns Valley, MN 56219 Russell Twedt Post Office Box 296, Rudyard, MT 59540-0296 Arnold Weisenbeck 6602 Highway 25, Durand, WI 54736 William Zarak 3711 - 124th Avenue Southwest South Heart, ND 58655-9767 During the last five years, to the best knowledge of Cenex Harvest States, no director has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party in a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. Each director is a citizen of the United States of America. In connection with the Combination, certain officers of Cenex, Inc. became officers of Cenex Harvest States. The following list sets forth the name and principal occupation of each executive officer as of the effective date of the Combination. The executive officers have the same business address which is: c/o Cenex Harvest States Cooperatives, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077. -4- NAME TITLE AT CENEX HARVEST STATES ---- ----------------------------- Noel Estenson Chief Executive Officer John Johnson President and General Manager Thomas F. Baker Executive Vice President Finance and Administration Chief Financial Officer Michael Bergeland Executive Vice President Grain and Agri Services Patrick Kluempke Senior Vice President Corporate Planning Tom Larson Senior Vice President Public and Governmental Affairs Maurice Miller Senior Vice President Financial/Member Services Robert C. Oebser Group Vice President Energy Mark Palmquist Senior Vice President Aligned Grain Group Dave Swanson Senior Vice President Farm Marketing & Supply Jim Tibbetts Executive Vice President Foods Group Leon Westbrock Executive Vice President Energy and Crop Inputs Since the Combination, Thomas F. Baker, Executive Vice President of Finance and Administration and Chief Financial Officer retired effective May 31, 1999. Effective June 1, 1999, John Schmitz was appointed Senior Vice President and Chief Financial Officer and Debra Thornton, Senior Vice President and General Counsel, assumed additional administrative duties. The principal address of Mr. Schmitz and Ms. Thornton is : c/o Cenex Harvest States Cooperatives, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077. During the last five years, to the best knowledge of Cenex Harvest States, no executive officer has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. Each executive officer is a citizen of the United States of America. -5- Item 3. Source and Amount of Funds or Other Consideration. On March 22, 1999, Cenex Harvest States purchased on the open market 92,500 shares of Issuer's Common Stock at a purchase price of $1.35 per share (for an aggregate purchase price of $124,875). Cenex Harvest States used working capital to make the purchase. Item 4. Purpose of Transaction. Cenex Harvest States purchased the additional 92,500 shares of Issuer's Common Stock for general investment purposes and to increase its equity position in the Issuer. Item 5. Interest in Securities of the Issuer. (a) As of March 22, 1999, Cenex Harvest States beneficially owned 92,500 shares of Issuer's Common Stock and has the right to acquire an additional 1,515,512 shares of Issuer's Common Stock upon conversion of 2,500 shares of Issuer's Preferred Stock, previously purchased by Cenex Harvest States. As previously reported, Mr. Johnson, President and General Manager of Cenex Harvest States, has the right to acquire 6,000 shares of Issuer's Common Stock within 60 days of the date hereof. As previously reported, Mr. Risan, a director of Cenex Harvest States, beneficially owns 4,000 shares of Common Stock. (b) Cenex Harvest States has sole voting power and sole disposition power as to the shares of Issuer's Common Stock currently owned. Cenex Harvest States would have sole voting power and sole dispositive power as to the shares of Issuer's Common Stock that could be acquired pursuant to the terms of Issuer's Preferred Stock. (c) Except for the transactions reported on this Amendment No. 2 to the Schedule 13D, no transactions with respect to the Issuer's Common Stock have been effected during the past 60 days by Cenex Harvest States or, to the best knowledge of Cenex Harvest States, by any executive officer or director of Cenex Harvest States. (d) No other person is known by Cenex Harvest States to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities owned by it. (e) Not Applicable -6- Signature - --------- After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement by or about the undersigned is true, complete and correct. Date: November 1, 1999 CENEX HARVEST STATES COOPERATIVES By /s/ John Schmitz -------------------------------------- John Schmitz Senior Vice President and Chief Financial Officer -7- -----END PRIVACY-ENHANCED MESSAGE-----