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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Michael Foods, Inc.
(f/k/a North Star Universal, Inc.)
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
594074 10 6
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(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(continued on following page(s))
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SCHEDULE 13G
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CUSIP NO. 594074 10 6
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1. NAME OF REPORTING PERSON
Jeffrey J. Michael
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
5. SOLE VOTING POWER: 1,471,092 (1)
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 1,471,092 (1)
PERSON
WITH
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,471,092 (1)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
12. TYPE OF REPORTING PERSON
IN
(1) 1,459,514 of these shares are held by 3J2R Limited Partnership of which
Jeffrey J. Michael has beneficial ownership as general partner.
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Amendment No. 2 SCHEDULE 13G
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CUSIP NO. 594074 10 6
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3J2R Limited Partnership
41-1612323
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in the State of Minnesota
5. SOLE VOTING POWER: 1,459,514
NUMBER OF
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: -0-
OWNED BY
EACH
REPORTING 7. SOLE DISPOSITIVE POWER: 1,459,514
PERSON
WITH
8. SHARED DISPOSITIVE POWER: -0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,459,514
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not applicable [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12. TYPE OF REPORTING PERSON
PN
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Page 4 of 7
ITEM 1(a). Name of Issuer
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Michael Foods, Inc., f/k/a/ North Star Universal, Inc.
ITEM 1(b). Address of Issuer's Principal Executive Offices
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324 Park National Bank Building
5353 Wayzata Boulevard
Minneapolis, MN 55416
ITEM 2(a). Name of Persons Filing
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Jeffrey J. Michael and 3J2R Limited Partnership
ITEM 2(b). Address of Principal Business Office
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6479 City West Parkway
Eden Prairie, MN 55344-3246
ITEM 2(c). Citizenship
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Jeffrey J. Michael - Citizen of United States of America
3J2R Limited Partnership - Organized in Minnesota
ITEM 2(d). Title of Class of Securities
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Common Stock, $.01 par value
ITEM 2(e) CUSIP Number
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594074 10 6
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or
13(d)-2(b), check whether the person filing it is a:
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(a)[ ] Broker or Dealer registered under Section 15 of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the Act
(c)[ ] Insurance Company as defined in section 3(a)(19) of the
Act
(d)[ ] Investment Company registered under section 8 of the
Investment Advisers Act of 1940
(e)[ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f)[ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 or Endowment Fund
(g)[ ] Parent Holding Company, in accordance with SS 240.13d-
1(b)(ii)(G)
(h)[ ] Group, in accordance with SS 240.13d-1(b)(1)(ii)(H)
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ITEM 4. Ownership
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(a) 1,471,092 shares are beneficially owned by Jeffrey J. Michael:
11,578 shares (includes 5,000 full vested stock options) of that
amount are owned directly by Jeffrey J. Michael and 1,459,514 shares
of that amount are held indirectly by Jeffrey J. Michael through the
3J2R Limited Partnership ("3J2R"). 3J2R directly owns 1,459,514
shares of the Issuer's Common Stock. Jeffrey J. Michael is the
managing general partner of 3J2R and, by reason of such status,
beneficially owns all shares held by 3J2R and exercises voting and
dispositive power with respect to such Common Stock. The limited
partnership units of 3J2R are owned by Jeffrey J. Michael's
siblings, Janette M. Michael, Jennifer L. Redlin, Roxanne C. Miller
and Rosemary G. Bouvier. 3J2R has two general partners: Jeffrey J.
Michael and 2JM Enterprises, Inc., a Minnesota corporation. So long
as Jeffrey J. Michael remains a general partner, he has power and
authority to act on behalf of 3J2R, to the exclusion of the other
general partner. Jeffrey J. Michael disclaims beneficial ownership
of 1,405 shares held by his wife. 730 shares are held by Jeffrey J.
Michael as custodian of his daughter for which he exercises voting
and dispositive power. Jeffrey J. Michael is a director of the
Issuer. His father, James H. Michael, is the managing general
partner of the limited partnership of 4J2R1C Limited Partnership
("4J2R1C") which owns 1,588,489 shares of the Issuer's Common Stock.
Although Jeffrey J. Michael is a general partner of 4J2R1C, James H.
Michael exercises sole voting and dispositive power with respect to
the shares owned by 4J2R1C.
(b) Percent of Class: Jeffrey J. Michael - 6.8%
3J2R Limited Partnership - 6.7%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote:
Jeffrey J. Michael - 1,471,092
3J2R Limited Partnership - 1,459,514
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
Jeffrey J. Michael - 1,462,042
3J2R Limited Partnership - 1,459,514
(iv) shared power to dispose or to direct the disposition of:
-0-
ITEM 5. Ownership of Five Percent or Less of a Class
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Not applicable
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ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
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the Security Being Reported on By the Parent Holding Company
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Not applicable
ITEM 8. Identification and Classification of Members of the Group
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Not applicable
ITEM 9. Notice of Dissolution of Group
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Not applicable
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 15, 1997
by/s/Jeffrey J. Michael
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Jeffrey J. Michael
3J2R LIMITED PARTNERSHIP
by/s/Jeffrey J. Michael
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Jeffrey J. Michael
Managing General Partner
Exhibit 1
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JOINT FILING AGREEMENT
-----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the common stock, $.01 par value, of Michael Foods, Inc., f/k/a
North Star Universal, Inc., and further agree that this Joint Filing Agreement
be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized, hereby execute
this Joint Filing Agreement as of December 15, 1997.
/s/ Jeffrey J. Michael
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Jeffrey J. Michael
3J2R LIMITED PARTNERSHIP
/s/ Jeffrey J. Michael
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By: Jeffrey J. Michael
Managing General Partner
