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): December 23, 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 December 23, 1996, Michael Foods, Inc., a Delaware corporation, and North Star Universal, Inc. issued a joint news release discussing their election to proceed with the merger of the companies based upon the receipt of a mutually acceptable opinion of certified public accountants as to the tax consequences of the transaction. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description - -------------- ----------- 99 Press release of Michael Foods, Inc., issued December 23, 1996, 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: December 26, 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 - -------------- ----------- ---- 99 Press release of Michael Foods, Inc., issued December 23, 1996.