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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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.
NORTH STAR UNIVERSAL, INC.
(Exact name of registrant as specified in its charter)
Minnesota 1-10134 41-0498850
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
6479 City West Parkway
Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 941-3200
Not Applicable
(Former name or former address, if changed since last report.)
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Item 5. Other Events
As stated in the Proxy Statement/Prospectus, mailed to shareholders of
North Star Universal, Inc. ("NSU") on November 26, 1996, in connection with
the solicitation of proxies by the Board of Directors of NSU for use at the NSU
Annual Meeting, one of the conditions to consummation of the Reorganization
among NSU, NSU Merger Co. and Michael Foods, Inc. ("Michael") is receipt of a
favorable tax ruling from the IRS or a tax opinion of counsel or independent
certified accountants acceptable to both Michael and NSU. Michael and NSU
jointly announced on Monday, December 23, 1996 that due to continuing delays
with the Internal Revenue Service ("IRS"), they have elected to proceed with the
Reorganization based upon the receipt of a mutually acceptable tax opinion of
certified public accountants. As a result, the parties will withdraw a revenue
ruling request that was filed nearly one year ago with the IRS. In a recent
meeting with the IRS, Michael and NSU learned that it could take another six
months, or longer, for the IRS to complete the ruling request process.
The tax opinion will be based on customary reliance and subject to
customary qualifications, to the effect that for federal income tax purposes:
(I) The Merger will be treated as a tax-free reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code"), and no gain or loss will be recognized by any
Michael stockholder upon receipt of New Michael Common Stock
pursuant to the Merger.
(ii) The Reverse Stock Split will not be treated as a stock
distribution, or a transaction that has the effect of such a
distribution, to which Sections 301, 305(b) or 305(c) of the Code
apply. Accordingly, no taxable income will be recognized under
such Sections by any of the shareholders of NSU, except for cash
paid in lieu of fraction shares.
(iii) The Distribution will qualify as a tax-free distribution under
Section 355 and 368(a)(1)(D) of the Code, and no gain or loss will
be recognized by any NSU shareholder upon the receipt of ENStar
Common Stock pursuant to the Distribution (except upon the receipt
of cash by an NSU shareholder in lieu of fractional shares of
ENStar Common Stock).
Also, the tax opinions described above will be based upon certain factual
representations made by Michael and NSU.
It is expected that the tax opinion will be obtained in early 1997, and
that the transactions effecting the Merger will close in the first quarter of
1997, pending stockholder approvals and other closing conditions. Capitalized
terms not defined herein have the meanings assigned to them in the Proxy
Statement/Prospectus.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
99. News Release dated December 23, 1996.
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Signature
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, hereto duly authorized.
NORTH STAR UNIVERSAL, INC.
Date: December 23, 1996
By /s/ Peter E. Flynn
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Peter E. Flynn
Executive Vice President, Secretary and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
- ------- ---------------------- -----------
99 News Release dated December 23, 1996 6
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Exhibit 99
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Contact: Peter E. Flynn, Executive Vice President, North Star Universal,
Inc. (612) 941-3200
Contact: Mark D. Witmer, Assistant Treasurer, Michael Foods, Inc. (612)
546-1500
FOR IMMEDIATE RELEASE
MICHAEL FOODS AND NORTH STAR UNIVERSAL TO CLOSE MERGER BASED ON TAX OPINION
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MINNEAPOLIS, December 23 -- Michael Foods, Inc. ("MFI") (Nasdaq/NMS:MIKL) and
North Star Universal, Inc. ("NSU") (Nasdaq/NMS:NSRU) jointly announced today
that due to continuing delays with the Internal Revenue Service ("IRS"), they
have elected 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 transactions. As a result, the parties will withdraw a
revenue ruling request that was filed nearly one year ago with the IRS. In a
recent meeting with the IRS, the companies learned that it could take another
six months, or longer, for the IRS to complete the ruling request process.
It is expected that the tax opinion will be obtained in early 1997 and that the
transactions effecting the merger of the companies will be able to close in the
first quarter of 1997, pending stockholder approvals and other closing
conditions. Both MFI and NSU are holding stockholder meetings on December 30,
1996.
As background, MFI and NSU previously announced that they had entered into an
agreement which provides for a series of transactions. First, MFI will purchase
and retire a portion of NSU's stock holdings in MFI by assuming NSU's net
outstanding debt. NSU's remaining MFI stock holdings will be allocated pro rata
to NSU's shareholders. The repurchase transaction will be accomplished through
a business combination of MFI and NSU. In conjunction with this, ENStar Inc., a
wholly-owned subsidiary of NSU, will hold NSU's non-food assets, including its
computer networking companies, Americable, Inc. and Transition Networks, and an
equity holding in CorVel Corporation. In the second part of the series of
transactions, shares of ENStar Inc. will be spun-off to NSU's shareholders and
will be publicly traded after the spin-off. The tax opinion will relate to the
tax-free nature of the business combination and spin-off.
Michael Foods, Inc. is a diversified food processor and distributor with
particular interests in egg products, refrigerated grocery products, frozen and
refrigerated potato products and specialty dairy products. Principal
subsidiaries include M. G. Waldbaum Company, Crystal Farms Refrigerated
Distribution Company, Northern Star Co. and Kohler Mix Specialties, Inc.
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North Star's direct and indirect wholly-owned subsidiaries include Americable,
Inc. and Transition Networks, Inc. Americable is a provider of connectivity and
networking products and services. Transition Networks designs, manufactures and
markets connectivity devices used in local area network ("LAN") applications.
North Star also owns a 38% interest in Michael Foods, Inc. and a 26% interest in
CorVel Corporation.
# # #
12-23-96
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