1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 1996
MICHAEL FOODS, INC.
------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-15568 41-1579532
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
-------------------------------
(Address of principal executive offices) (Zip Code)
(612) 546-1500
--------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------
(Former name or former address, if changed since last report)
2
ITEM 5. OTHER EVENTS
On July 1, 1996, Michael Foods, Inc., a Delaware corporation ("Michael"),
entered into an Agreement and Plan of Reorganization (the "Merger Agreement")
with Papetti's Hygrade Egg Products, Inc., a New Jersey corporation
("Papetti's") and other entities related to Papetti's ("Related Entities"),
pursuant to which, through a series of transactions, Michael will acquire the
assets of Papetti's through a merger and the assets of the Related Entities
through merger or asset purchase. The merger with Papetti's has been structured
so that it will qualify as a tax free reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended and will be accounted for as a
purchase. The purchase price will be comprised of 3.4 million shares of Michael
common stock, assumption of approximately $28 million of debt and approximately
$48 million in cash, subject to certain adjustments. See Press Release of
Michael dated July 1, 1996 regarding the Merger Agreement filed as an Exhibit
hereto.
On July 2, 1996, Michael and North Star Universal, Inc. ("NSU") announced
that Michael and NSU have agreed to certain modifications to the Agreement and
Plan of Reorganization between Michael, NSU and NSU Merger Co. dated December
21, 1995 ("NSU Agreement") in light of the transactions between Michael,
Papetti's and the Related Entities. The modifications to the NSU Agreement
provide for a different method to determine the Michael stock price utilized to
determine the number of Michael shares effectively retired pursuant to the NSU
Agreement. NSU will set the Michael stock price by utilizing the average
closing price for Michael stock from any prior period of ten consecutive
business days beginning on the date of the 1996 annual meetings of Michael and
NSU and ending on the transactions' closing date. In addition, the Net
Indebtedness to be assumed by Michael will be in the range of $15 million to $29
million, rather than the previous range of $25 million to $38 million, and the
Michael stock price discount factor will correspondingly range between 6% and
9%. All other terms of the NSU Agreement will remain essentially the same. See
Press Release of Michael dated July 2, 1996 regarding modifications to the NSU
Agreement filed as an Exhibit hereto.
3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
- -------------- -----------
20 Press release of Michael, issued July 1, 1996,
regarding the Merger Agreement.
20A Press release of Michael, issued July 2, 1996,
regarding modifications to the NSU Agreement.
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 hereunto duly authorized.
Dated: July 10, 1996
MICHAEL FOODS, INC.
By: /s/ John D. Reedy
-----------------------
John D. Reedy, Vice President-Finance,
Chief Financial Officer and Treasurer
4
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
20 Press release of Michael, issued July 1, 1996, regarding
the Merger Agreement.
20A Press release of Michael, issued July 2, 1996, regarding
modifications to the NSU Agreement.