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
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Name: James D. Tibbetts
Title: Executive Vice President
Consumer Products Group