-----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, OB//F2yippZn2yfkZqNjIy/ntck4mcFfMMepF1uiEfqKOPt8g4ye61x+OrxRwM8u 7YbVMr7xvSjjnT8tmQ8+6Q== /in/edgar/work/20000609/0001045969-00-000427/0001045969-00-000427.txt : 20000919 0001045969-00-000427.hdr.sgml : 20000919 ACCESSION NUMBER: 0001045969-00-000427 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000609 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPARTA FOODS INC CENTRAL INDEX KEY: 0000838171 STANDARD INDUSTRIAL CLASSIFICATION: [2090 ] IRS NUMBER: 411618240 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-44715 FILM NUMBER: 652271 BUSINESS ADDRESS: STREET 1: 1565 FIRST AVE NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 BUSINESS PHONE: 6516975500 MAIL ADDRESS: STREET 1: 1565 FIRST AVE NW 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: [5150 ] IRS NUMBER: 410251095 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13E3/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 13E3/A 1 0001.txt FINAL AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3/A TRANSACTION STATEMENT Under Section 13(e) of the Securities Exchange Act of 1934 Final Amendment Sparta Foods, Inc. (Name of Issuer) 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) 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 on Behalf of the Persons Filing Statement) Copy To: William B. Payne Dorsey & Whitney LLP Pillsbury Center South 220 South Sixth Street Minneapolis, MN 55402-1498 This statement is filed in connection with (check the appropriate box): a. / / 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. /x/ None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: / / 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. /x/ 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 Form or Registration No.: Preliminary Schedule 14A Proxy Statement Filing Party: Sparta Foods, Inc. Cenex Harvest States Cooperatives Date Filed: January 21, 2000 This Transaction Statement on Schedule 13E-3 relates to an Agreement of Merger dated as of December 31, 1999 (the "Merger Agreement") by and among Sparta Foods, Inc. ("Sparta"), Cenex Harvest States Cooperatives ("Cenex") and SF Acquisition Corp. ("Merger Sub") pursuant to which Merger Sub was merged with and into Sparta (the "Merger"), with Sparta as the surviving corporation, on June 1, 2000. As a result, Sparta became a wholly owned subsidiary of Cenex. Dated: June 9, 2000 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CENEX HARVEST STATES COOPERATIVES By: /s/ James D. Tibbetts ---------------------------------- Name: James D. Tibbetts Title: Executive Vice President Consumer Products Group -----END PRIVACY-ENHANCED MESSAGE-----