1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K 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): December 21, 2000 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) 2 Item 5. Other Events. On December 21, 2000, Michael Foods, Inc. (the "Company") entered into a definitive agreement providing for the acquisition of the Company for $30.10 per share in cash, by an investor group comprised of a management group led by the Company's Chairman, President and Chief Executive Officer Gregg A. Ostrander, the Michael family, and affiliates of two private equity investment firms, Vestar Capital Partners III, L.P. and Goldner Hawn Johnson & Morrison Incorporated. A copy of the Agreement and Plan of Merger, dated as of December 21, 2000 (the "Merger Agreement"), by and among Protein Acquisition Corp. ("Merger Sub"), a Minnesota corporation and wholly owned subsidiary of M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), is attached hereto as Exhibit 2.1. A copy of the press release announcing the transaction is attached hereto as Exhibit 99.1. Item 7. Exhibits (c) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K: Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of December 21, 2000, by and among M-Foods Holdings, Inc., Protein Acquisition Corp. and the Company. 99.1 Press Release issued by the Company on December 21, 2000. 3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: December 21, 2000 MICHAEL FOODS, INC. By: /s/Gregg A. Ostrander --------------------------------------- Gregg A. Ostrander Its: Chairman, Chief Executive Officer and President 4 EXHIBIT INDEX Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of December 21, 2000, by and among M-Foods Holdings, Inc., Protein Acquisition Corp. and the Company. 99.1 Press Release issued by the Company on December 21, 2000.