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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2000
MICHAEL FOODS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-15638 41-0498850
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization Identification No.)
5353 WAYZATA BOULEVARD, SUITE 324
MINNEAPOLIS, MINNESOTA 55416
(Address of principal executive offices) (Zip Code)
(952) 546-1500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On December 21, 2000, Michael Foods, Inc. (the "Company") entered into
a definitive agreement providing for the acquisition of the Company for $30.10
per share in cash, by an investor group comprised of a management group led by
the Company's Chairman, President and Chief Executive Officer Gregg A.
Ostrander, the Michael family, and affiliates of two private equity investment
firms, Vestar Capital Partners III, L.P. and Goldner Hawn Johnson & Morrison
Incorporated. A copy of the Agreement and Plan of Merger, dated as of December
21, 2000 (the "Merger Agreement"), by and among Protein Acquisition Corp.
("Merger Sub"), a Minnesota corporation and wholly owned subsidiary of M-Foods
Holdings, Inc., a Delaware corporation ("Holdings"), is attached hereto as
Exhibit 2.1. A copy of the press release announcing the transaction is attached
hereto as Exhibit 99.1.
Item 7. Exhibits
(c) Exhibits.
The following material is filed as an exhibit to this Current
Report on Form 8-K:
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of
December 21, 2000, by and among M-Foods
Holdings, Inc., Protein Acquisition Corp. and
the Company.
99.1 Press Release issued by the Company on
December 21, 2000.
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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, thereunto duly authorized.
Date: December 21, 2000
MICHAEL FOODS, INC.
By: /s/Gregg A. Ostrander
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Gregg A. Ostrander
Its: Chairman, Chief Executive Officer
and President
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of December 21,
2000, by and among M-Foods Holdings, Inc., Protein
Acquisition Corp. and the Company.
99.1 Press Release issued by the Company on December 21,
2000.
