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): February 13, 1997.
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.)
Item 5.Other Events
The Board of Directors of North Star Universal ("NSU") on February 13, 1997
declared: (i) a contingent distribution payable to holders of record as of
February 27, 1997 (the "Record Date") of the common stock, $.25 par value per
share, of NSU ("NSU Common Stock"), the distribution to consist of one share
of the common stock, $.01 par value per share, of ENStar Inc. ("ENStar"), a
Minnesota corporation and a wholly owned subsidiary of NSU ("ENStar Common
Stock"), for every three shares of NSU Common Stock outstanding as of the
Record Date (the "Distribution"); and (ii) a .562-for-one reverse split (the
"Reverse Stock Split") of the shares of NSU Common Stock outstanding
immediately prior to the effective time of the reorganization among NSU, NSU
Merger Co. and Michael Foods, Inc. ("Michael") (the "Merger"). The
Distribution is contingent upon closing of the Merger and payable on the
effective date of the Merger, which has been tentatively set for February 28,
1997. The Distribution will be calculated using pre-Reverse Stock Split
shares of NSU Common Stock. The Reverse Stock Split will not be effected
until immediately prior to the Merger. If the Merger is not effected there
will be no Reverse Stock Split or Distribution.
Immediately prior to the Reverse Stock Split there will be outstanding
9,913,000 shares of NSU Common Stock. Immediately after giving effect to the
Reverse Stock Split, there will be outstanding a maximum of 5,571,106 shares
of NSU Common Stock. Because NSU shareholders will receive cash in lieu of
fractional shares in connection with the Reverse Stock Split, the exact number
of shares of NSU Common Stock that will be outstanding immediately after the
Reverse Stock Split cannot be determined until the Record Date.
On the effective date of the Merger, immediately before the Distribution,
there will be outstanding that number of shares of NSU Common Stock which
results from the Reverse Stock Split. On the effective date of the Merger,
after the Merger is effective and immediately after the Distribution, there
will be outstanding that number of shares of NSU Common Stock resulting from
the Reverse Stock Split and a maximum of 3,304,333 shares of ENStar Common
Stock. Because NSU shareholders of record on the Record Date will receive
cash in lieu of fractional shares of ENStar Common Stock, the exact number of
shares of ENStar Common Stock that will be outstanding immediately after the
Distribution cannot be determined until the Record Date.
Fractional interests in ENStar Common Stock will be settled as follows:
ENStar will direct the transfer agent for the Distribution, Norwest Bank
Minnesota, National Association, to aggregate all fractional shares into whole
shares and sell the whole shares obtained thereby in the open market pursuant
to Rule 236 under the Securities Act of 1933, as amended, if available, at
then prevailing prices (the "Fractional Shares Sale") on behalf of holders who
otherwise would be entitled to receive fractional share interests and to
distribute to each such holder such holder's ratable share of the total
proceeds of such sale. If the transfer agent is unable to effectuate the
Fractional Shares Sale, ENStar shall pay to such holders in lieu of any
fractional share the amount of cash determined by multiplying (a) the average
closing price per share of ENStar Common Stock on the NASDAQ National Market
during the five days following the date of the Distribution times (b) the
fractional share interest to which such holder would otherwise be entitled,
after aggregating all shares of ENStar Common Stock to be so distributed to
any such shareholder, such number to be rounded to the nearest whole share.
Item 7.Financial Statements and Exhibits
(c)Exhibits
99.News Release dated February 13, 1997.
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: February 18, 1997
By/s/ Peter E. Flynn
Peter E. Flynn
Executive Vice President, Secretary and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Description of Exhibit Page Number
99 News Release dated February 13, 1997 4
Exhibit 99
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 SET CLOSING DATE FOR MERGER; FINAL TERMS DISCLOSED
MINNEAPOLIS, February 13 -- Michael Foods, Inc. ("MFI") (Nasdaq)\NMS:MIKL) and
North Star Universal, Inc. ("NSU") (Nasdaq\NMS:NSRU) jointly announced today
that they have tentatively set February 28, 1997 as the closing date for the
previously announced Agreement and Plan of Reorganization between MFI, NSU and
NSU Merger Co. ("Merger"). The Merger closing is subject to completion of
financings and satisfaction of other conditions. As a result, the NSU Board
of Directors has declared a contingent distribution, in the form of ENStar
Inc. Common stock, to NSU shareholders of record as of February 27, 1997. The
distribution is contingent and payable upon the closing of the Merger. After
the closing, NSU shareholders will receive one share of ENStar Inc. common
stock for every three shares of NSU common stock held on the record date.
As described in the proxy statements and prospectuses provided to both
stockholder groups in late 1996, in another part of the transactions resulting
from the Merger, MFI and NSU will effectively undertake a debt-for-stock swap.
MFI will assume NSU's net indebtedness and MFI will effectively retire a
portion of the MFI common stock held corporately by NSU, prior to the balance
of the MFI common stock being distributed pro rata to NSU's shareholders. NSU
will deliver $21,250,000 of indebtedness in the Merger, resulting in a 7.25%
discount to be applied to the Average Price of Michael Common Stock set at
$12.85 per share. This will result in 1,782,961 MFI shares being effectively
retired out of the 7,354,950 MFI shares held by NSU. The remainder of
5,571,989 MFI shares will be divided by the 9,913,000 NSU shares outstanding,
resulting in a Reverse Stock Split Ratio of .562. Therefore, NSU shareholders
will receive .562 shares of New Michael Common Stock for each share of NSU
common stock held on the Merger closing date.
First National Bank of Boston\Boston EquiServe is Exchange Agent for the
Merger and the Reverse Stock Split and Norwest Stock Transfer will handle the
ENStar Inc. stock distribution as Transfer Agent for ENStar Inc. The Exchange
Agent for the Merger will send a transmittal letter to MFI and NSU
stockholders soon after the Merger is effective, which will instruct
stockholders with respect to the stock certificate exchange process.
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.
ENStar'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. ENStar also owns a 23% interest in CorVel Corporation.
