SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
Current Report Pursuant to Section 13 or 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2001
MICHAEL FOODS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-15638 41-0498850
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization Identification No.)
5353 WAYZATA BOULEVARD, SUITE 324
MINNEAPOLIS, MINNESOTA 55416
(Address of principal executive offices) (Zip Code)
(952) 546-1500
(Registrant's telephone number, including area code)
Item 5. OTHER EVENTS.
This Form 8-K/A is filed as an amendment to the Current Report on
Form 8-K filed by Michael Foods, Inc., a Minnesota corporation (the
"Company") on December 22, 2000 in connection with the announcement on
December 21, 2000 that the Company signed an Agreement and Plan of Merger
(the "Merger Agreement") among the Company, M-Foods Holdings, Inc. and
Michael Foods Acquisition Corp.(f/k/a Protein Acquisition Corp.), pursuant to
which the parties will effect a business combination through a merger of
Michael Foods Acquisition Corp. with and into the Company (the "Merger").
On March 6, 2001, the Merger Agreement was amended to address certain
mechanical issues regarding the payment, if any, of the termination fee and
expense payment referred to in the Merger Agreement.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following material is filed as an exhibit to this Form
8-K/A, Amendment No. 1 to the Form 8-K Current Report Pursuant
to Section 13 or 15(d) of the Securities and Exchange Act of
1934 previously filed on December 22, 2000:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of March 6, 2001, by and among M-Foods
Holdings Inc., Michael Foods Acquisition Corp.
(f/k/a Protein Acquisition Corp.) and Michael
Foods, Inc.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on it behalf by the
undersigned, thereunto duly authorized.
Date: March 8, 2001
MICHAEL FOODS, INC.
By: /s/ Gregg A. Ostrander
-----------------------------------------
Gregg A. Ostrander
Its: Chairman, Chief Executive Officer
and President
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of March 6, 2001, by and among M-Foods
Holdings Inc., Michael Foods Acquisition Corp.
(f/k/a Protein Acquisition Corp.) and Michael
Foods, Inc.
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