UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 9, 1999
MICHAEL FOODS, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA
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(State or other jurisdiction of incorporation)
0-15638 41-0498850
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(Commission File Number) (IRS Employer Identification No.)
Suite 324, Park National Bank Bldg.
5353 Wayzata Boulevard
Minneapolis, Minnesota 55416
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (612) 546-1500
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 9, 1999 Michael Foods, Inc. ("the Company") announced it had
retained two investment banking firms to assist it in exploring strategic
alternatives, including the possible sale of all, or some, of the Company's
businesses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
The following exhibit is filed herewith:
EXHIBIT NUMBER DESCRIPTION
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20 News release of Michael Foods, Inc.,
issued August 9, 1999.
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.
MICHAEL FOODS, INC.
Dated: August 17, 1999 By: /s/ John D. Reedy
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John D. Reedy, Vice President-Finance,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE
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20 News release of Michael Foods, Inc.,
issued August 9, 1999.
[MICHAEL NEWS
FOODS INC.
LETTERHEAD]
CONTACT: MARK D. WITMER
ASSISTANT TREASURER
(612) 546-1500
FOR IMMEDIATE RELEASE
MICHAEL FOODS RETAINS INVESTMENT BANKERS TO EXPLORE STRATEGIC ALTERNATIVES
MINNEAPOLIS, August 9 -- Michael Foods, Inc. (Nasdaq/NMS:MIKL) announced
today that it has retained U. S. Bancorp Piper Jaffray and Merrill Lynch &
Co. to assist the company in exploring strategic alternatives to enhance
shareholder value. Under consideration are a number of alternatives,
including strategic alliances, acquisitions, mergers, and the sale of all,
or some, of the Company's businesses.
Management stressed that there are no pending agreements, negotiations or
commitments concerning any alternatives. Also, the Board of Directors may
determine, at any time, to not proceed further with any of these
alternatives or their exploration. Management noted there is no deadline
for completing the process and stated they do not intend to offer
additional comments about these matters unless and until the Company
decides to proceed with a material transaction.
Chief Executive Officer Gregg A. Ostrander commented, "The Board of
Directors strongly believes that Michael Foods' leadership positions in
value-added egg, potato and dairy products, and the Company's strong
financial performance and bright prospects for future growth, are being
significantly undervalued by the stock market. Based on this assessment, we
are aggressively exploring various alternatives to unlock this value and,
in turn, enhance shareholder value."
Michael Foods, Inc. is a diversified food processor and distributor with
particular interests in egg products, refrigerated grocery products,
specialty dairy products and refrigerated potato products. Principal
subsidiaries include Papetti's Hygrade Egg Products, Inc., M. G. Waldbaum
Company, Crystal Farms Refrigerated Distribution Company, Kohler Mix
Specialties, Inc. and Northern Star Co.
CERTAIN ITEMS IN THIS RELEASE ARE FORWARD-LOOKING STATEMENTS, WHICH ARE
MADE IN RELIANCE UPON THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING STATEMENTS ARE SUBJECT
TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING THE IMPACT OF POTENTIAL
CHANGES IN DOMESTIC AND INTERNATIONAL ECONOMIC CONDITIONS ON THE OPERATIONS
AND FUTURE PROSPECTS OF MICHAEL FOODS, INC. AND, IN TURN, ON THE STRATEGIC
ALTERNATIVES WHICH MAY BE EXPLORED. ADDITIONAL RISKS AND UNCERTAINTIES
INCLUDE VARIANCES IN THE DEMAND FOR THE COMPANY'S PRODUCTS DUE TO CUSTOMER
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DEVELOPMENTS AND INDUSTRY DEVELOPMENTS. AS A RESULT, THE COMPANY'S FUTURE
OPERATING STRUCTURE COULD DIFFER MATERIALLY FROM THAT WHICH MAY BE
PROJECTED BY, FORECASTED BY, OR IMPLIED BY THE COMPANY IN SUCH
FORWARD-LOOKING STATEMENTS.
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8-9-99
