EXHIBIT 99.2
Form of Voting and Proxy Agreement
This Voting and Proxy Agreement dated December ___, 1999 is entered
into between ________________, a resident of the State of _____________ (the
"Stockholder"), and Cenex Harvest States Cooperatives, a Minnesota corporation
(the "Buyer"). Sparta Foods, Inc., a Minnesota corporation (the "Company"), the
Buyer and SF Acquisition Corp., a Minnesota corporation and a wholly owned
subsidiary of the Buyer (the "Buyer Subsidiary") propose to enter into an
Agreement of Merger dated the date hereof (the "Merger Agreement") pursuant to
which Buyer Subsidiary will be merged (the "Merger") into the Company, which
will thereupon become a wholly owned subsidiary of the Buyer. The Merger has
been approved by the Company's board of directors and, if the Merger Agreement
is executed, will be submitted to the stockholders of the Company for approval.
The Buyer will not enter into the Merger Agreement except after the receipt of
the assurances provided by the execution of this Agreement, and the Stockholder
desires to induce the Buyer to enter into the Merger Agreement. Capitalized
terms used herein without definition have the meanings stated in the Merger
Agreement. Accordingly, the Stockholder hereby agrees as follows:
1. Voting for Merger.
(a) Subject to the terms and conditions hereof, the Stockholder will
vote the Subject Shares (i) in favor of the Merger at any shareholder meeting
with respect thereto, or any adjournment thereof and (ii) against any Third
Party Transaction at any shareholder meeting with respect thereto or at any
adjournment thereof. "Subject Shares" means (i) the shares of common stock of
the Company listed below the Stockholder's signature hereof (the "Listed
Shares"), (ii) any shares of capital stock of the Company in which he directly
or indirectly has Beneficial Ownership and has the power to vote such shares and
(iii) shares of capital stock hereafter acquired. "Beneficial Ownership" has the
meaning stated in Rule 13d-3 issued by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended.
(b) Prior to the consummation of the Merger or any earlier termination
of this Agreement, Stockholder will not transfer, voluntarily or involuntarily,
any record, beneficial or security interest in any of the Listed Shares to any
Person. Any purported transfer or Contract in violation of this Section 1(b)
will be null and void
(c) The Stockholder hereby grants to the Buyer an irrevocable proxy to
vote all shares of capital stock of Sparta Foods, Inc. now owned or hereafter
acquired by the undersigned as fully, to the same extent and with the same
effect as the undersigned might or could do under any applicable laws or
regulations in the manner prescribed by Section 1(b). Stockholder affirms that
this proxy is coupled with an interest and is irrevocable. THIS PROXY SHALL
REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY DONEE, TRANSFEREE
OR ASSIGNEE OF THE STOCK.
(d) Simultaneously herewith, the certificates representing all Listed
Shares are being legended as follows: "The securities represented by this
certificate are subject to a Voting and Proxy Agreement dated December ___, 1999
between ______________ and Cenex Harvest States Cooperatives which restricts the
voting and transfer of such securities. A copy of such agreement is available
for inspection at the principal office of the issuer."
2. Stockholder's Representations and Warranties. The Stockholder hereby
represents and warrants to the Buyer that:
(a) The Beneficial Ownership and record ownership of, and the
certificates representing the Listed Shares, are fully and accurately stated at
the end of this Agreement. The Stockholder has (i) exclusive Beneficial
Ownership of the Listed Shares, subject to no security interest, pledge,
restriction or right of any third Person and (ii) exclusive possession of all
certificates there listed.
(b) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of his obligations hereunder conflict with or violate
any laws applicable to him or (B) conflict with, result in any breach of,
constitute a default (or an event which with notice or lapse of time or both
would become a default) under any agreement to which the Stockholder is a party
or by which the Stockholder is bound.
(c) The execution and delivery of this Agreement by the Stockholder do
not, and the performance of his obligations hereunder will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Government Agency for or by the Stockholder.
3. Termination. This Agreement will terminate, and be of no further
force or effect, if the Merger Agreement is terminated pursuant to Section
6.3(a), (b), (c) or (d) of the Merger Agreement, provided that no such
termination of this Agreement shall relieve the Stockholder of any liability
with respect to any breach of this Agreement occurring prior to such
termination.
IN WITNESS WHEREOF, the Stockholder has signed this Agreement.
------------------------------
Print Name:
-------------------------------------
--------------------------- ------------------------------------ -----------------------
CERTIFICATE NO: RECORD HOLDER NO. OF SHARES
--------------------------- ------------------------------------ -----------------------
--------------------------- ------------------------------------ -----------------------
---------------------------------------------------------------- -----------------------
TOTAL
---------------------------------------------------------------- -----------------------
Accepted:
CENEX HARVEST STATES COOPERATIVES
By: ___________________________________
Name:
Title:
