<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Michael Foods, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
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<PAGE> 2
[Michael Foods Inc. logo]
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
March 27, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of Shareholders
of Michael Foods, Inc. to be held in the Auditorium of the Lutheran Brotherhood
Building, 625 Fourth Avenue South, Minneapolis, Minnesota on Wednesday, April
26, 2000, at 4:00 p.m., local time.
The attached Notice of Annual Meeting and Proxy Statement describe the
formal business to be transacted at the meeting. During the meeting there will
be a report on the operations of the Company. After the business of the meeting
has been concluded, shareholders will be given an opportunity to ask appropriate
questions.
The items requiring shareholder approval are the election of directors and
ratification of the appointment of auditors for the year 2000. We recommend that
you vote for each of these proposals, which are set forth in more detail in the
accompanying Proxy Statement.
One of the Company's directors, Maureen B. Bellantoni, is not standing for
reelection. We thank Maureen for her years of service on behalf of the
shareholders.
Whether or not you can attend the Annual Meeting, please complete, sign,
date and mail the enclosed proxy card promptly. This action will not limit your
right to revoke your proxy in the manner described in the accompanying Proxy
Statement or to vote in person if you wish to attend the Annual Meeting and vote
personally.
Sincerely,
/s/ Gregg A. Ostrander
Gregg A. Ostrander
President and Chief Executive Officer
<PAGE> 3
MICHAEL FOODS, INC.
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 2000
-------------------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Michael
Foods, Inc., a Minnesota corporation, will be held in the Auditorium of the
Lutheran Brotherhood Building, 625 Fourth Avenue South, Minneapolis, Minnesota,
at 4:00 p.m., local time, on Wednesday, April 26, 2000.
This meeting is being held for the following purposes:
1. To elect ten (10) persons to serve as directors until the next
annual election and until their successors are duly elected and
qualified.
2. To ratify the appointment of Grant Thornton LLP as independent
auditors for the year ending December 31, 2000.
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record at the close of business on March 20, 2000 will
be entitled to notice of or to vote at the meeting. Whether or not you plan to
be present at the meeting, please sign and return the accompanying form of proxy
in the enclosed postage prepaid envelope at your earliest convenience.
/s/ Jeffery M. Shapiro
Jeffrey M. Shapiro
Executive Vice President and Secretary
Minneapolis, Minnesota
March 27, 2000
<PAGE> 4
MICHAEL FOODS, INC.
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
-------------------------
PROXY STATEMENT
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
This Proxy Statement is furnished to shareholders of Michael Foods, Inc., a
Minnesota corporation (the "Company"), in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") for use at the Annual
Meeting of Shareholders of the Company to be held on April 26, 2000 (the "Annual
Meeting"), for the purposes set forth in the accompanying Notice of Annual
Meeting. The mailing date of this Proxy Statement and enclosed form of proxy is
March 27, 2000.
The cost of preparing, assembling and mailing the Notice of Annual Meeting,
this Proxy Statement and the form of proxy, including the reimbursement of
banks, brokers and other nominees for forwarding proxy materials to beneficial
owners, is estimated at $9,000 and will be borne by the Company. Proxies may
also be solicited personally or by telephone by directors, officers and regular
employees of the Company who will receive no additional compensation. A
shareholder giving a proxy may revoke it at any time prior to the voting of the
proxy by filing with any officer of the Company a written notice of revocation
or another proxy bearing a later date. Unless otherwise noted on the proxy, the
proxies will vote for the proposals set forth herein. Any written notice of
revocation or subsequently dated proxy should be mailed or delivered to Jeffrey
M. Shapiro, Executive Vice President and Secretary, Michael Foods, Inc., 324
Park National Bank Building, 5353 Wayzata Boulevard, Minneapolis, Minnesota
55416.
The close of business on March 20, 2000 was fixed by the Board as the
record date for the determination of shareholders entitled to notice of and to
vote at the Annual Meeting. On March 3, 2000, the Company had outstanding
20,062,823 shares of common stock, $.01 par value per share (the "Common
Stock"). The Common Stock is the Company's only class of voting securities and
each share entitles the holder to one vote on all matters to come before the
meeting. There is no cumulative voting in electing directors.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspector appointed for the meeting. The election inspector will
treat abstentions as shares that are present and entitled to vote for purposes
of determining the presence of a quorum, but as unvoted for purposes of
determining the approval of any matter upon which the shareholder has abstained.
If a broker indicates on the proxy that it does not have discretionary authority
as to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
A copy of the Company's Annual Report for the year 1999, including
financial statements, accompanies this Proxy Statement. The Company will also
provide upon request a copy of its Annual Report on Form 10-K filed with the
Securities and Exchange Commission for its most recent fiscal year. Such request
should be made to the Secretary of the Company at the address shown above.
ELECTION OF DIRECTORS
Pursuant to the by-laws of the Company, the Board has fixed at ten (10) the
number of directors to be elected at the Annual Meeting. Unless otherwise
indicated thereon, the proxy holders will vote for the election of the nominees
listed below to serve until the next annual meeting of shareholders and until
their successors are elected and qualified. All nominees are members of the
present Board. If any nominee shall be unavailable for election to the Board,
the holders of proxies will vote for a substitute. Management has no reason to
believe that any of the nominees will be unable to serve if elected to office.
<PAGE> 5
The ten (10) nominees who receive the highest number of votes will be
elected directors of the Company. The Board recommends a vote FOR the election
of each of the nominees listed below.
NOMINEES
The following table sets forth certain information regarding the nominees.
<TABLE>
<CAPTION>
FIRST BECAME
A DIRECTOR OF
NAME AGE BIOGRAPHICAL SUMMARY THE COMPANY
---- --- -------------------- -------------
<S> <C> <C> <C>
Richard A. Coonrod............. 68 General Partner of The Food Fund, a 1993
Minneapolis-based limited partnership specializing
in food-related investments, since 1990. President
of Coonrod Agriproduction Corporation, a food and
agribusiness consulting and investment firm, since
1985. Mr. Coonrod is also a director of Packaged
Ice, Inc.
Daniel P. Dillon............... 54 President and Chief Executive Officer of Welch 1998
Foods, Inc., a packaged goods company specializing
in juices, juice concentrates, jams and jellies,
since 1995.
Jerome J. Jenko................ 62 Chief Executive Officer of Jenko & Associates 1998
since 1997. Senior Advisor -- Goldsmith, Agio,
Helms and Company, an investment banking firm,
since 1997. Senior Vice President, General Counsel
and Secretary of The Pillsbury Company from 1989
to 1997.
Arvid C. Knudtson.............. 73 Chairman of the Board since 1997. Consultant. 1987
Principal in ACK Financial, a financial services
firm serving the agricultural market, from 1988 to
1993.
Joseph D. Marshburn............ 71 General Partner, Lake Florence Partners, Ltd., a 1987
grower and marketer of Florida citrus, since 1985.
Consultant, Florida's Natural Growers, Inc., since
1998.
Jeffrey J. Michael............. 43 President and Chief Executive Officer of Corstar 1990
Holdings, Inc. (formerly ENStar Inc.), a holding
company owning businesses engaged in voice and
data connectivity and networking products and
services, since 1990. Mr. Michael is also a
director of CorVel Corporation.
Margaret D. Moore.............. 52 Senior Vice President -- Human Resources of 1998
PepsiCo, Inc., which manufactures and distributes
non-alcoholic beverages, juices and snack foods,
since January 2000. From 1998 to 1999, Senior Vice
President/Treasurer of The Pepsi Bottling Group.
From 1987 to 1998, Vice President of Investor
Relations of PepsiCo, Inc.
Gregg A. Ostrander............. 47 President and Chief Executive Officer of the 1994
Company since 1994. Mr. Ostrander is also a
director of Arctic Cat Inc. and Celestial
Seasonings, Inc.
Arthur J. Papetti.............. 35 Executive Vice President of Papetti's Hygrade Egg 1997
Products, Inc., a wholly-owned subsidiary of the
Company, since 1992.
Stephen T. Papetti............. 42 Executive Vice President of Papetti's Hygrade Egg 1997
Products, Inc., a wholly-owned subsidiary of the
Company, since 1992.
</TABLE>
2
<PAGE> 6
CERTAIN INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
Audit Committee. The Company has a standing Audit Committee which currently
consists of Mr. Michael as Chairman, Mr. Marshburn and Ms. Bellantoni. The Audit
Committee reviews, recommends and reports to the Board on (1) the independent
auditors, (2) the quality and effectiveness of internal controls, (3) the
engagement or discharge of the independent auditors, (4) the professional
services provided by the independent auditors, and (5) the review and approval
of major changes in the Company's accounting principles and practices. During
1999, the Audit Committee held three meetings.
Compensation Committee. The Company has a standing Compensation Committee
which currently consists of Mr. Coonrod as Chairman, Mr. Dillon and Mr. Jenko.
The Compensation Committee considers and recommends to the Board salary
schedules and other remuneration for the Company's executive officers. This
committee also administers the Company's 1987 Non-Qualified Stock Option Plan,
1994 Executive Incentive Plan, 1994 Executive Performance Stock Award Plan and
the 1997 Stock Incentive Plan. During 1999, the Compensation Committee held
three meetings.
Corporate Governance and Nominating Committee. The Company has a standing
Corporate Governance and Nominating Committee which currently consists of Mr.
Marshburn as Chairman, Mr. Knudtson, Ms. Moore and Mr. Ostrander. The Corporate
Governance and Nominating Committee acts on behalf of the Board to review the
size, composition and effectiveness of the Board and to consider corporate
governance matters. During 1999, the Corporate Governance and Nominating
Committee held one meeting.
Ad Hoc Committee. The Company formed an Ad Hoc Committee in 1999 while the
Board was reviewing options to enhance shareholder value by exploring various
strategic alternatives. The Ad Hoc Committee consisted of Mr. Jenko as Chairman,
Mr. Dillon, Mr. Knudtson and Mr. Ostrander. During 1999, the Ad Hoc Committee
held seven meetings.
During the year ended December 31, 1999, the Board held four regular
meetings and six special meetings. All directors attended more than 75% of the
meetings of the Board and committees on which they sit.
Directors who are not officers or employees of the Company receive an
annual retainer of $22,000. The Chairman of the Board is paid an annual retainer
of $30,000. Directors are paid $1,000 for each committee or special Board
meeting attended, with committee chairs paid $1,500 per meeting. Directors are
paid $500 for each telephonic committee or special Board meeting attended, with
committee chairs paid $1,000. Directors incurring travel expenses to attend
meetings are reimbursed in full. Directors' fees and travel expense
reimbursements in 1999 totaled $298,310.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late Section 16 filings by Company directors and executive officers. Based on
the information provided to the Company, all directors and executive officers
timely filed reports required to be filed, except for Mr. Shapiro who filed a
Form 5 on March 8, 2000 to report a gift he made of 600 shares of Common Stock,
which should have been reported in December 1999.
3
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
of the Company's Chief Executive Officer and each of the Company's four other
most highly compensated executive officers during each of the last three fiscal
years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ------------
FISCAL ------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(2) COMPENSATION(3)
--------------------------- ------ ------ -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Gregg A. Ostrander..................... 1999 $506,000 $416,980 44,500 $7,604
President & Chief Executive Officer 1998 418,269 384,260 9,000 7,125
1997 326,850 319,000 124,500 6,965
Jeffrey M. Shapiro..................... 1999 270,000 230,658 14,000 7,337
Executive Vice President & Secretary 1998 280,000 258,991 6,000 7,408
1997 250,538 245,988 34,000 7,096
John D. Reedy.......................... 1999 260,000 217,055 16,200 7,295
Executive Vice President, Chief 1998 232,885 214,800 6,000 7,166
Financial Officer & Treasurer 1997 197,019 193,169 34,000 7,235
Bill L. Goucher........................ 1999 230,000 170,471 9,800 7,167
President, M.G. Waldbaum Company 1998 227,692 186,035 6,000 7,264
1997 191,708 187,858 39,000 7,195
Norman A. Rodriguez.................... 1999 203,000 187,875 7,700 7,461
President, Crystal Farms Refrigerated 1998 210,423 79,213 6,000 7,737
Distribution Company 1997 193,789 189,339 32,000 7,597
</TABLE>
- -------------------------
(1) 1999 amounts include Common Stock incentive awards paid under the 1994
Executive Incentive Plan, as Amended Effective January 1, 1999, for 1999
performance, plus Common Stock incentive awards paid for 1998 and 1997
performance, as such awards vested based upon 1999 performance, as follows
(total dollar value of awards/1999 shares/1998 shares/1997 shares): Mr.
Ostrander $113,364/2,950/1,684/ 654; Mr. Shapiro $68,644/1,574/1,127/501;
Mr. Reedy $61,034/1,516/937/394; Mr. Goucher $56,618/ 1,341/917/383; Mr.
Rodriguez $51,859/1,184/847/388. Awards for 1999 represent 50% of the amount
conditionally earned for 1999 performance under the vesting schedule of the
1994 Executive Incentive Plan, as Amended Effective January 1, 1999, plus
30% of the amount conditionally earned for 1998 performance and 20% of the
amount conditionally earned for 1997 performance under the vesting schedule
of the 1994 Executive Incentive Plan, as Amended Effective January 1, 1996,
as such awards vested based upon 1999 performance (see "Report of
Compensation Committee on Executive Compensation"). 1998 amounts include
Common Stock incentive awards paid under the 1994 Executive Incentive Plan,
as Amended Effective January 1, 1996, for 1998 performance, plus Common
Stock incentive awards paid for 1997 performance, as such awards vested
based upon 1998 performance, as follows (total dollar value of awards/1998
shares/1997 shares): Mr. Ostrander $70,552/2,807/981; Mr. Shapiro
$48,984/1,879/751; Mr. Reedy $40,118/1,563/591; Mr. Goucher
$39,168/1,528/575; Mr. Rodriguez $37,120/1,412/581. Awards for 1998
represent 50% of the amount conditionally earned for 1998 performance and
30% of the amount conditionally earned for 1997 performance under the
vesting schedule of the 1994 Executive Incentive Plan, as Amended Effective
January 1, 1996, as such awards vested based upon 1998 performance (see
"Report of Compensation Committee on Executive Compensation"). 1997 amounts
include Common Stock incentive awards paid under the 1994 Executive
Incentive Plan, as Amended Effective January 1, 1996, for 1997 performance,
plus Common Stock incentive awards paid under the 1994 Executive Incentive
Plan, as Amended Effective January 1, 1995, for 1995 performance, as such
awards vested based upon 1997 performance, as follows (total dollar value of
awards/1997 shares/1995 shares): Mr. Ostrander $73,875/1,634/1,321; Mr.
Shapiro $58,075/1,253/
4
<PAGE> 8
1,070; Mr. Reedy $45,400/985/831; Mr. Goucher $44,075/959/804; Mr. Rodriguez
$44,000/969/791. Awards for 1997 represent 50% of the amount conditionally
earned for 1997 performance under the vesting schedule of the 1994 Executive
Incentive Plan, as Amended Effective January 1, 1996, and 20% of the amount
conditionally earned for 1995 performance under the vesting schedule of the
1994 Executive Incentive Plan, as Amended Effective January 1, 1995, as such
awards vested based upon 1997 performance (see "Report of Compensation
Committee on Executive Compensation"). Common Stock incentive awards made
for 1999 performance were calculated using the closing price of the Common
Stock on February 22, 2000 of $21.438. Common Stock incentive awards made
for 1998 performance were calculated using the closing price of the Common
Stock on February 25, 1999 of $18.625, which were valued when vested using
the then current market price. Common Stock incentive awards made for 1997
performance were calculated using the closing price of the Common Stock on
March 3, 1998 of $25.00, which were valued when vested using the then
current market price.
(2) Number of shares of Common Stock purchasable under option grants. Pursuant
to the 1994 Executive Incentive Plan, as Amended Effective January 1, 1999,
stock option awards were made to certain executive officers in February 2000
based upon 1999 performance. The number of shares of Common Stock
purchasable under such option awards made to named executive officers were:
Mr. Ostrander 4,500 shares; Mr. Shapiro 3,000 shares; Mr. Reedy 3,000
shares; Mr. Goucher 3,000 shares; and Mr. Rodriguez 3,000 shares. Pursuant
to the 1994 Executive Incentive Plan, as Amended Effective January 1, 1996,
stock option awards were made to certain executive officers in February 1999
based upon 1998 performance. The number of shares of Common Stock
purchasable under such option awards made to named executive officers were:
Mr. Ostrander 9,000 shares; Mr. Shapiro 6,000 shares; Mr. Reedy 6,000
shares; Mr. Goucher 6,000 shares; and Mr. Rodriguez 6,000 shares. Pursuant
to the 1994 Executive Incentive Plan, as Amended Effective January 1, 1996,
stock option awards were made to certain executive officers in March 1998
based upon 1997 performance. The number of shares of Common Stock
purchasable under such option awards made to named executive officers were:
Mr. Ostrander 36,000 shares; Mr. Shapiro 24,000 shares; Mr. Reedy 24,000
shares; Mr. Goucher 24,000 shares; and Mr. Rodriguez 24,000 shares. Option
grants are reflected in year earned, rather than year of grant. In addition,
the following stock option grants were made at the discretion of the
Compensation Committee in the years indicated (number of shares covered by
grants): Mr. Ostrander 40,000 in 1999 and 88,500 in 1997; Mr. Shapiro 11,000
in 1999 and 10,000 in 1997; Mr. Reedy 13,200 in 1999 and 10,000 in 1997; Mr.
Goucher 6,800 in 1999 and 15,000 in 1997; Mr. Rodriguez 4,700 in 1999 and
8,000 in 1997.
(3) Reflects the value of the Company's contributions under the Retirement
Savings Plan and the value of life insurance premiums paid by the Company.
OSTRANDER, SHAPIRO, REEDY, GOUCHER AND RODRIGUEZ EMPLOYMENT AGREEMENTS
Two agreements governed Mr. Ostrander's compensation in 1999. An agreement
entered into by Mr. Ostrander and the Company in early 1998 was effective until
July 15, 1999, when the Company and Mr. Ostrander entered into a new employment
agreement (the "Ostrander Employment Agreement"). The Ostrander Employment
Agreement terminates on June 30, 2001, provided, however, that commencing on
June 30, 2000 and each June 30 thereafter, the termination date is automatically
extended for one additional year. The Ostrander Employment Agreement provides
that Mr. Ostrander will receive an annual base salary of at least $506,000 and
that he will participate in the 1994 Executive Incentive Plan (and successor
plans) and long-term incentive plans, including stock option plans, and other
employee benefit plans established by the Company for its executive officers.
Effective February 14, 2000, the Compensation Committee established Mr.
Ostrander's annual base salary as $595,000.
Two agreements governed Mr. Shapiro's compensation in 1999. An agreement
entered into by Mr. Shapiro and the Company in late 1997 was effective until
July 15, 1999, when the Company and Mr. Shapiro entered into a new employment
agreement (the "Shapiro Employment Agreement"). The Shapiro Employment Agreement
terminates on June 30, 2001, provided, however, that commencing on June 30, 2000
and each June 30 thereafter, the termination date is automatically extended for
one additional
5
<PAGE> 9
year. The Shapiro Employment Agreement provides that Mr. Shapiro will receive an
annual base salary of at least $270,000 and that he will participate in the 1994
Executive Incentive Plan (and successor plans) and long-term incentive plans,
including stock option plans, and other employee benefit plans established by
the Company for its executive officers. Effective February 14, 2000, the
Compensation Committee established Mr. Shapiro's annual base salary as $275,000.
Two agreements governed Mr. Reedy's compensation in 1999. An agreement
entered into by Mr. Reedy and the Company in late 1997 was effective until July
15, 1999, when the Company and Mr. Reedy entered into a new employment agreement
(the "Reedy Employment Agreement"). The Reedy Employment Agreement terminates on
June 30, 2001, provided, however, that commencing on June 30, 2000 and each June
30 thereafter, the termination date is automatically extended for one additional
year. The Reedy Employment Agreement provides that Mr. Reedy will receive an
annual base salary of at least $260,000 and that he will participate in the 1994
Executive Incentive Plan (and successor plans) and long-term incentive plans,
including stock option plans, and other employee benefit plans established by
the Company for its executive officers. Effective February 14, 2000, the
Compensation Committee established Mr. Reedy's annual base salary as $275,000.
During 1999, the Company and Mr. Goucher entered into a new employment
agreement with an effective date of January 1, 1999 (the "Goucher Employment
Agreement"). The Goucher Employment Agreement terminates on December 31, 2000,
although the employment period may be extended upon written agreement between
the parties of the Goucher Employment Agreement. The Goucher Employment
Agreement provides that Mr. Goucher will receive an annual base salary of at
least $230,000 and that he will participate in the 1994 Executive Incentive Plan
(and successor plans) and other employee benefit plans established by the
Company for its executive officers. Effective February 14, 2000, the
Compensation Committee established Mr. Goucher's annual base salary as $250,000.
During 1999, the Company and Mr. Rodriguez entered into a new employment
agreement with an effective date of January 1, 1999 (the "Rodriguez Employment
Agreement"). The Rodriguez Employment Agreement terminates on December 31, 2000,
although the employment period may be extended upon written agreement between
the parties of the Rodriguez Employment Agreement. The Rodriguez Employment
Agreement provides that Mr. Rodriguez will receive an annual base salary of at
least $203,000 and that he will participate in the 1994 Executive Incentive Plan
(and successor plans) and other employee benefit plans established by the
Company for its executive officers. Effective February 14, 2000, the
Compensation Committee established Mr. Rodriguez's annual base salary as
$213,150.
1994 EXECUTIVE INCENTIVE PLAN
On January 1, 1994, the Company established the 1994 Executive Incentive
Plan. The 1994 Executive Incentive Plan, as Amended Effective January 1, 1995,
1996, and 1999, is described in the "REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION."
CHANGE IN CONTROL AGREEMENTS/EXECUTIVE EMPLOYMENT AGREEMENT TERMINATION
PROVISIONS
Certain key employees of the Company and its subsidiaries are covered under
the Severance Plan for Eligible Employees of Michael Foods, Inc. and its
Subsidiaries (the "Severance Plan") should they be terminated without cause
within 24 months following a change in control. Generally, the Severance Plan
defines a change in control as occurring when a person acquires the power to
elect, appoint or cause the election or appointment of at least a majority of
the Board or purchases all or substantially all of the properties and assets of
the Company; provided, however, that a change in control does not include
certain acquisitions pursuant to a merger, consolidation or sale of properties
and assets. Under the Severance Plan, certain key employees would be entitled to
receive a lump sum payment equal to one time total annual compensation, with
several key employees being entitled to a payment of two times total annual
compensation. Annual compensation is defined as the employee's highest annual
rate of salary (excluding bonuses, benefits, allowances, etc.) within the three
calendar year periods prior to the date of termination of employment;
6
<PAGE> 10
provided, however, that if the employee has been employed by the Company or a
predecessor for less than three years, total annual compensation means the
highest annualized salary during the period of employment.
The Company's employment agreements with Messrs. Ostrander, Shapiro, Reedy,
Goucher, and Rodriguez contain severance compensation provisions. The Ostrander
Employment Agreement provides that if Mr. Ostrander's employment is terminated
by death or disability, Mr. Ostrander or his estate will receive within 30 days
a termination payment equal to any annual base salary through the date of
termination not yet paid, plus the target bonus for the year prorated for months
of employment in that year, plus any eligible unpaid other benefits, plus two
times the total of Mr. Ostrander's current annual base salary and target bonus.
Additionally, all stock options shall vest and remain exercisable for the
remainder of their term and all restricted stock awards, and other awards, shall
vest and become immediately payable.
If Mr. Ostrander's employment is terminated for cause or he terminates his
employment without Good Reason, Mr. Ostrander will receive his annual base
salary through the date of termination and other benefits not yet paid under any
plan, program, policy, practice, contract or agreement of the Company. "Good
Reason" is defined in the Ostrander Employment Agreement to include, among other
things, any dimunition in position, authority, duties and responsibilities, or
any requirement to relocate or travel more extensively. Furthermore, Mr.
Ostrander shall be deemed to have terminated his employment for Good Reason if
he voluntarily terminates his employment within sixty (60) days of the date six
months following the occurrence of a change in control. If Mr. Ostrander's
employment is terminated prior to a change in control by himself for Good Reason
or by the Company other than for cause, death or disability, Mr. Ostrander will
receive a lump sum within 30 days of any annual base salary through the date of
termination not yet paid, plus the target bonus for the year prorated for months
of employment in that year, plus any eligible unpaid other benefits, plus two
times the total of Mr. Ostrander's current annual base salary and target bonus.
Additionally, all stock options shall vest and remain exercisable for the
remainder of their term and all restricted stock awards and other awards shall
vest and become immediately payable.
If Mr. Ostrander's employment is terminated by the Company within two years
of a change in control other than for cause, or by the executive for Good Reason
in the same period, or employment is terminated due to death or disability
within six months following a change in control, Mr. Ostrander will receive a
lump sum within 30 days of any annual base salary through the date of
termination not yet paid, plus the target bonus for the year prorated for months
of employment in that year, plus any eligible unpaid other benefits, plus three
times the total of Mr. Ostrander's current annual base salary and target bonus,
plus any compensation previously deferred by Mr. Ostrander other than pursuant
to a tax-qualified plan. Additionally, all stock options shall vest and remain
exercisable for the remainder of their term and all restricted stock awards and
other awards shall vest and become immediately payable. Further, for a period of
three years, the Company will provide Mr. Ostrander and his family with medical,
dental and life insurance such as are then currently provided to him. In certain
circumstances, Mr. Ostrander may also be eligible to receive an additional
payment of any excise tax imposed by Section 4999 of the Internal Revenue Code,
as well as a "gross up payment" such that he will retain an amount equal to the
excise tax, after all income taxes, interest and penalties associated with all
such payments.
The Shapiro and Reedy Employment Agreements each contain severance
provisions that are similar to the severance provisions contained in the
Ostrander Employment Agreement. However, the payment upon death or disability is
one and one-half times the executive's current annual base salary and target
bonus, is also one and one-half times such figures upon termination by the
company other than for cause, death or disability, or by the executive for Good
Reason prior to a change in control, and is two times such figures upon
termination by the Company within two years of a change in control other than
for cause, or by the executive for Good Reason in the same period, or employment
is terminated due to death or disability within six months following a change in
control, and the insurance provision covers a two year period.
The Goucher and Rodriguez Employment Agreements each contain severance
provisions that are similar to the severance provisions contained in the Shapiro
and Reedy Employment Agreements. However, the payment upon death or disability
is one time the executive's current annual base salary, is also one time such
7
<PAGE> 11
figure upon termination by the company other than for cause, death or
disability, or by the executive for Good Reason prior to a change in control,
and is two times such figure upon termination by the Company within two years of
a change in control other than for cause, or by the executive for Good Reason in
the same period. There are no insurance or excise tax provisions in these
agreements and the definition of Good Reason is more restrictive and excludes a
voluntary termination.
STOCK COMPENSATION PLANS FOR KEY EMPLOYEES
Common Stock option awards and other stock-based awards may be granted to
key employees, officers, consultants, or independent contractors providing
services to the Company or its affiliates under the 1997 Stock Incentive Plan
("1997 Stock Incentive Plan"), as adopted by the Board, approved by the
shareholders in 1997 and amended by the shareholders in 1999. Grants can be in
the form of non-qualified stock options, incentive stock options, stock
appreciation rights, restricted stock and restricted stock units, performance
awards and other stock-based awards. To date, only stock option awards have been
made under the 1997 Stock Incentive Plan. Two million (2,000,000) shares of
Common Stock were authorized for issuance under the 1997 Stock Incentive Plan
when it was amended in 1999; as of March 3, 2000, 945,900 shares remain
available for issuance under the 1997 Stock Incentive Plan. There presently are
stock option awards outstanding covering 1,054,100 shares which have been
granted to approximately 110 persons under the 1997 Stock Incentive Plan.
Generally, options granted under the 1997 Stock Incentive Plan cannot be
exercised during the first 12 months after the date of grant, become exercisable
ratably over the first five years, and expire not later than 10 years after the
grant. The option price per share for options granted is not less than the fair
market value of a share of Common Stock on the date of grant. Under the 1997
Stock Incentive Plan, an optionee may pay the full exercise price of an option
in cash or by delivering shares of Common Stock which have been held by such
person for more than six months, or a combination thereof.
In 1994, the Company's shareholders approved the Company's 1994 Executive
Performance Stock Award Plan ("Performance Plan"). The purpose of this plan is
to attract, retain and reward key executives of the Company and awards are
limited to Common Stock share awards earned in accordance with the Company's
1994 Executive Incentive Plan. See "REPORT OF COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION." A total of 300,000 shares of Common Stock were reserved
for issuance under the Performance Plan and, as of March 3, 2000, a total of
122,239 shares remained available for issuance under the Performance Plan.
The 1987 Non-Qualified Stock Option Plan (the "Prior Stock Option Plan")
expired by its terms in 1997. The Prior Stock Option Plan provided for the grant
of options to purchase shares of Common Stock to key employees of the Company
and its subsidiaries as determined by the Compensation Committee of the Board.
The aggregate number of shares of Common Stock as to which options could be
awarded under the Prior Stock Option Plan was 2,332,500. The Prior Stock Option
Plan played a critical role in the Company's compensation strategy of providing
performance incentives to attract and retain certain key individuals and to give
such individuals a direct financial interest in the future success and
profitability of the Company.
The Prior Stock Option Plan provided for the granting of options which did
not qualify as "incentive stock options" within the meaning of Section 422A of
the Internal Revenue Code of 1986 (the "Code"). Options granted under the Prior
Stock Option Plan were not, in general, exercisable during the first 12 months
after the date of grant, became exercisable ratably over the first five years,
and expire not later than 10 years after the grant. The option price per share
for options granted under the Prior Stock Option Plan was not less than the fair
market value of a share of Common Stock on the date of grant. The Prior Stock
Option Plan required optionees to pay the full exercise price of an option in
cash or by delivering shares of Common Stock which were held by such person for
more than six months, or a combination thereof. No further stock option grants
will be made under the Prior Stock Option Plan, although exercises may occur
over the next seven years. At March 3, 2000 approximately 50 persons held
options to purchase 680,977 shares of the Company's Common Stock granted under
the Prior Stock Option Plan.
8
<PAGE> 12
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
In 1992, the Company adopted the Stock Option Plan for Non-Employee
Directors (the "Director Plan"). The purpose of the Director Plan is to aid the
Company in attracting and retaining non-employee directors by enabling the
acquisition of a financial interest in the Company by non-employee directors
through the issuance of shares of Common Stock with respect to their services as
a director of the Company. The Director Plan memorialized the Company's practice
of granting options to purchase Common Stock to non-employee directors upon
their election or appointment as a director.
The Director Plan provides that non-employee directors will receive, upon
their initial election or appointment, an option to purchase 5,000 shares of
Common Stock at the then fair market value of the Common Stock. The Director
Plan also provides for the grant of an option to purchase an additional 1,500
shares of Common Stock upon each director's subsequent anniversary of
participation on the Board. The options become exercisable in full one year
after the date of grant and expire ten years from the date of grant. Subsequent
to the Annual Meeting of Shareholders, the Board will have seven non-employee
directors.
There are 96,700 shares of Common Stock currently subject to options
granted to non-employee directors under the Director Plan. The number of shares
of Common Stock remaining available for issuance under the Director Plan is
53,300. This number will be subject to adjustment in the event of stock splits,
reclassifications of shares of Common Stock, recapitalizations, stock dividends
or similar adjustments in the Common Stock.
The Board may amend the Director Plan to conform it to securities laws or
other laws, or to comply with stock exchange rules or requirements. However, the
Board may not, without shareholder approval, amend the Director Plan to change:
(i) the total number of shares of Common Stock as to which options may be
granted; (ii) the class of persons eligible to receive options under the
Director Plan; (iii) the manner of determining option prices; (iv) the period
during which the options may be granted or exercised; or (v) the provisions
relating to the administration of the Director Plan by the Board. The Board may
terminate the Director Plan without shareholder approval.
OPTION GRANTS IN LAST YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO EXERCISE OR BASE TERM(4)
OPTIONS EMPLOYEES IN PRICE PER SHARE EXPIRATION --------------------------
NAME GRANTED(1) LAST YEAR ($/SH)(2) DATE(3) 5% 10%
---- ---------- ------------ ---------------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Gregg A. Ostrander... 49,000 28.1% $18.625 & 22.688 02/25/09 $676,137 $1,713,507
Jeffrey M. Shapiro... 17,000 9.8 18.625 & 22.688 02/25/09 227,226 575,847
John D. Reedy........ 19,200 11.0 18.625 & 22.688 02/25/09 258,616 655,397
Bill L. Goucher...... 12,800 7.3 18.625 & 22.688 02/25/09 167,300 423,979
Norman A. Rodriguez.. 10,700 6.1 18.625 & 22.688 02/25/09 137,338 348,045
</TABLE>
- -------------------------
(1) All options granted are exercisable in cumulative 20% installments
commencing one year from date of grant, with full vesting occurring on the
fifth anniversary date. Vesting may be accelerated in certain events
relating to a change in control of the Company.
(2) The exercise price may be paid by delivery of already owned shares. The tax
withholding obligations related to exercises may be paid by offset of the
underlying shares, subject to certain conditions.
(3) All options have a ten year term, with vesting subject to discontinuation if
employment is terminated in the first five years.
(4) Potential gains are reported net of the option exercise price, but before
taxes associated with an exercise. These amounts represent certain assumed
rates of appreciation only. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Common Stock, overall stock
market conditions, as well as the optionholder's continued employment
through the vesting period. The amounts reflected in this table may not
necessarily be realized.
9
<PAGE> 13
OPTION EXERCISES IN LAST YEAR AND YEAR-END OPTION VALUES
The following table provides information related to stock option exercises
in 1999 and the number and value of shares of Common Stock represented by
options held at December 31, 1999 by the named executive officers.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT YEAR-END OPTIONS AT YEAR-END(2)
ON VALUE ---------------------------- ----------------------------
NAME EXERCISE(1) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Gregg A. Ostrander........ -- -- 146,300 156,700 $1,650,050 $650,555
Jeffrey M. Shapiro........ 15,000 $224,695 37,694 46,400 395,358 199,132
John D. Reedy............. -- -- 41,910 51,000 499,190 238,493
Bill L. Goucher........... -- -- 52,600 52,200 694,425 308,372
Norman A. Rodriguez....... 40,887 391,002 24,333 35,900 205,148 126,704
</TABLE>
- -------------------------
(1) Mr. Rodriguez exercised options to purchase 40,887 shares and delivered or
returned 20,219 shares to exercise these options and pay withholding taxes
due.
(2) The closing price for the Common Stock on December 31, 1999 was $24.625 per
share. The value is calculated on the basis of the difference between the
option exercise prices and $24.625 multiplied by the number of shares of
Common Stock underlying the options.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In February 1997, the Company acquired Papetti's Hygrade Egg Products, Inc.
and affiliated companies ("Papetti's"). Consideration included the issuance of
3,195,455 shares of Common Stock to Papetti family members (the "Papetti Family
Shareholders") as follows: Arthur J. Papetti, 1,597,727 shares; Stephen T.
Papetti, 798,864 shares; Alfred Papetti, 798,864 shares (see "SECURITY
OWNERSHIP"). Consideration also included $42,913,000 in cash, payable to various
Papetti family members, Papetti family trusts and limited partnerships, and
others. In conjunction with the acquisition, the Company entered into various
agreements with certain Papetti family members and related entities. These
agreements included several leases as discussed below. These agreements also
included employment contracts with six Papetti family members for a period of
three years each, with annual base salary amounts as follows: Arthur N. Papetti
at least $225,000; Anthony Papetti at least $225,000; Alfred Papetti at least
$180,000; Arthur J. Papetti at least $180,000; Stephen T. Papetti at least
$180,000; Tina M. Noll at least $150,000. These agreements expired by their
terms in February 2000. As of March 1, 2000, Arthur N. Papetti, Alfred Papetti,
Arthur J. Papetti, and Stephen T. Papetti continue as "at will" employees of the
Company. In 1998, the Board added Arthur N. Papetti, Alfred Papetti, Arthur J.
Papetti and Stephen T. Papetti as participants in the 1994 Executive Incentive
Plan. Arthur N. Papetti is Arthur J. Papetti's and Tina M. Noll's father.
Anthony Papetti is the brother of Arthur N. Papetti and the father of Stephen T.
Papetti and Alfred Papetti.
A shareholder agreement executed between the Company and the Papetti Family
Shareholders (the "Shareholder Agreement") at the time of acquisition provided
that the Papetti Family Shareholders may, for a three year period, nominate one
or two directors depending upon the percent of the Papetti Family Shareholder's
Common Stock holdings relative to the total Common Stock shares outstanding.
Current Common Stock holdings allow the family to nominate two directors. The
Shareholder Agreement was extended by mutual agreement of the parties for 90
days effective February 25, 2000. The Papetti family Board nominees, who are
also current directors, are Arthur J. Papetti and Stephen T. Papetti (see
"ELECTION OF DIRECTORS -- Nominees"). Further, the Shareholder Agreement
provides the Papetti Family Shareholders with registration rights during the
term of the Shareholder Agreement should the Company register equity securities
for a public offering under the Securities Act of 1933, as amended. Also, the
Shareholder Agreement placed restrictions on the Papetti Family Shareholders'
ability to sell shares of Common Stock in the period two years from the date of
acquisition. Further, for the term of the Shareholder Agreement, or until the
Papetti Family Shareholders own less than 5% of the shares of Common Stock
10
<PAGE> 14
outstanding (or the voting power thereof), whichever is earlier, the Papetti
Family Shareholders may not sell more than 5% of the outstanding shares of
Common Stock (or the voting power thereof), or sell any shares to a person or
group that holds, or would hold as a result of such a transaction, 5% or more of
the shares of Common Stock, without giving the Company a right to first purchase
said shares. Effective February 25, 1998, the Company and the parties to the
various Papetti's acquisition agreements entered into an amendment to the
acquisition documents. The amendment provides that neither party shall make a
claim for indemnification unless and until either party has incurred such losses
for which such party is entitled to indemnification in the sum of $700,000, and
then only for cumulative losses in excess of $700,000. This level had been
previously established at $200,000.
In connection with the Papetti's acquisition, the Company entered into six
separate leases for the principal properties used by Papetti's in its
operations. The properties are owned by six separate partnerships, of which four
are wholly-owned by Papetti family members and two are fifty percent (50%) owned
by Papetti family members. The leases all expire in 2007 and are renewable for
two successive five-year terms. The aggregate annual net rent paid by the
Company under the leases was $2,300,148, including a lease termination payment,
in 1999, $2,162,148 in 1998, and $2,157,348 in 1997. In addition, the Company
pays all real estate taxes, utilities, insurance and other operating expenses
associated with the properties and is required to maintain the properties.
The Company's Egg Products Division purchases eggs under an egg supplier
agreement with a partnership in which certain affiliates are general partners.
Such purchases totaled approximately $10,100,000 in 1999, $11,900,000 in 1998
and $10,400,000 in 1997. Papetti Farms, Inc. is a 50% general partner in the
partnership, Sunbest-Papetti Farms, and is owned as follows: Arthur J. Papetti,
50%; Alfred Papetti, 25%; Stephen T. Papetti, 25%.
In February 1997, the Company completed an Agreement and Plan of
Reorganization between North Star Universal, Inc. ("North Star"), Michael Foods,
Inc. and NSU Merger Co. The effect of these transactions was that Michael Foods,
Inc., a Delaware corporation, merged with North Star, with the Company emerging
as the post-merger entity. Members of the James H. Michael and Jeffrey J.
Michael family were the controlling shareholders of North Star. An effect of the
merger transaction was that approximately 76% of the shares of Common Stock
formerly held by North Star were transferred directly to North Star's
shareholders, with the balance being effectively retired. Three limited
partnerships established for the benefit of certain Michael family members
("Michael Family Shareholders") now hold 1,588,489, 1,459,514 and 134,442 shares
of Common Stock, respectively (see "SECURITY OWNERSHIP"). Jeffrey J. Michael is
a partner in these limited partnerships and is a director of the Company. An
agreement entered into with the Michael Family Shareholders at the time of the
merger allowed the Michael family to nominate two representatives to the Board
through February 1999 if their Common Stock holdings exceed 10% of the
outstanding shares. One of these nominees was Jeffrey J. Michael (see "ELECTION
OF DIRECTORS -- Nominees").
11
<PAGE> 15
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation of the Company's executive officers is based on four
components: base salary, incentive cash payments, incentive Common Stock
payments and Common Stock option awards. Base salary is fixed by contract in the
case of the Chief Executive Officer and named executive officers. See "EXECUTIVE
COMPENSATION -- Ostrander, Shapiro, Reedy, Goucher, and Rodriguez Employment
Agreements."
The Company has established the base salaries for its executive officers,
including the Chief Executive Officer, by reference to competitive salaries of
executives with similar positions and responsibilities. These base salaries are
established through negotiations and are not dependent upon the Company's
performance. As part of this process, the Company has referenced national
executive compensation studies. In the case of the named executive officers, the
compensation provided for under their employment agreements for 1999 was
principally determined by referencing the noted compensation studies to compare
job titles and duties of Company executives to comparable positions at companies
in the U.S. food industry. The Compensation Committee ("Committee") believes the
Company should provide the Chief Executive Officer and other executive officers
with base salaries that are competitive with those offered by food companies of
comparable size. Toward this end, in 1999, executive officers' annual base
salary adjustments were made which aggregated approximately $158,000 as compared
to the base salary levels which prevailed as of December 31, 1998 for the then
executive officer group. Of this amount, $146,000 was for the named executive
officers: $101,000 was pursuant to Mr. Ostrander's employment agreement, $35,000
was pursuant to Mr. Reedy's employment agreement, and $10,000 was pursuant to
Mr. Goucher's employment agreement. The balance was paid to other executive
officers.
The Committee periodically reviews its compensation criteria and programs
to consider changing business conditions and the Company's needs. The executive
compensation program presently in-place, known as the 1994 Executive Incentive
Plan, provides for three incentive components: cash awards, Common Stock awards
and Common Stock option awards. All participants in the 1994 Executive Incentive
Plan are eligible to earn awards under the first two components, with cash
awards being limited to a maximum of 75% of base salary and with Common Stock
awards being limited to a maximum of 25% of base salary. Additionally, certain
executive officers can qualify for Common Stock option awards if a targeted
earnings per share level is met for a given year. Since its adoption, the 1994
Executive Incentive Plan has been amended three times -- effective January 1,
1995, 1996, and 1999 (the "Incentive Plan").
The Incentive Plan rewards participants upon the attainment of specific
performance goals. Corporate executives are rewarded based upon the attainment
of the Company's earnings per share growth targets and operating company
executives are rewarded partially based upon individual operating company growth
in profit before bonuses and taxes, and partially based upon overall corporate
earnings per share growth. Cash awards under the Incentive Plan are dependent
upon attainment of annually established guidelines, or targets, determined by
the Chief Executive Officer and approved by the Committee. The purpose of the
Incentive Plan is to incent and reward the senior management of the Company for
delivering or exceeding their annual operating plan and to motivate those
executives to plan and focus on long-term earnings growth. Generally, there is
no provision for incentive awards when there is a decrease in earnings
year-over-year at the appropriate business unit level, except at the discretion
of the Chief Executive Officer with the concurrence of the Committee. However,
should an operating company have an earnings decline, but the Company still
achieves an earnings per share level within, or above, the established target
range for the same year (see discussion in following paragraph), officers of
such operating company are eligible to receive the cash and Common Stock award
portions of their incentive opportunity tied to overall Company results as
specified in the Incentive Plan. Additionally, the Incentive Plan attempts to
foster longer-term performance by tying Common Stock awards to average
year-over-year earnings per share growth over a three year period.
As described above, all participants are eligible to receive cash awards
and Common Stock awards under the Incentive Plan. Cash awards are determined by
the relative attainment of target profit amounts using a scale of increasing
percentages, which starts at the attainment of 94% of the target profit amount,
with maximum awards achieved upon the attainment of 110% of the target profit
amount. The calculation of the relative performance level, in turn, determines
the percent of a participant's base salary which can be awarded
12
<PAGE> 16
under the cash award component of the Incentive Plan. Maximum incentive cash
awards are: 75% of base salary for corporate executive officers and operating
company presidents, 56.3% of base salary for other officers and 37.5% of base
salary for key employees.
Effective January 1, 1999, the Committee established target levels for 1999
performance under the Incentive Plan. For 1999 performance, there were $871,520
in cash incentive awards paid to the named executive officers under the
Incentive Plan, with Mr. Ostrander earning a $303,616 cash incentive award. The
awards were determined in accordance with the Incentive Plan, based upon the
achieved 1999 earnings per share as compared to the target level and, in the
case of operating company officers, partially based upon 1999 profit before
bonuses and taxes as compared to the target levels for the respective operating
companies. The Company achieved 103% of targeted earnings per share in 1999 and
individual operating companies achieved from 65% to 121% of their operating
profit targets. Certain discretionary adjustments, which affected named
executive officers, were proposed by the Chief Executive Officer and were
approved by the Committee.
Common Stock awards have been triggered by the Company attaining at least
15% year-over-year earnings per share growth. Effective January 1, 1999, the
Compensation Committee amended this portion of the Incentive Plan to provide
that the share award component of the plan will be determined upon whether
average annual diluted earnings per share growth of at least 15% is achieved
over the prior three fiscal years. Common Stock incentive awards are 25% of base
salary for corporate executive officers and operating company presidents, 18.75%
of base salary for other officers and 12.5% of base salary for key employees.
When the 15% average earnings per share growth threshold is achieved,
participants receive a fixed percentage of their base salary, as previously
described, dependent upon their participation level in the Incentive Plan. This
is an "all or nothing" award. That is, if the threshold is not achieved, the
Common Stock incentive award opportunity for that year is forfeited. Fifty
percent of the earned Common Stock award amount vests immediately in the year it
is earned, 30% vests the next year if at least 15% average annual earnings per
share growth has been achieved over the three year period ending with that year,
and the remaining 20% vests the subsequent year if at least 15% average annual
earnings per share growth has been achieved over the three year period ending
with that year.
For 1999, based upon 1999, 1998, and 1997 performance, the Company exceeded
the 15% earnings per share growth threshold. Relative to this performance, there
were 16,397 shares of Common Stock awarded to the named executive officer
participants in the Incentive Plan, including 5,288 shares awarded to Mr.
Ostrander. A portion of the awarded Common Stock shares related to the 30%
amount provisionally earned for 1998 performance and 20% amount provisionally
earned for 1997 performance, which vested based upon 1999 performance (see
footnote (1) of "EXECUTIVE COMPENSATION -- Summary Compensation Table").
Additionally, for 1999 performance, there were grants of options to purchase
19,500 shares of Common Stock under the Incentive Plan, including a Common Stock
option grant covering 4,500 shares of Common Stock made to Mr. Ostrander. These
incentive Common Stock awards and Common Stock option grants were effective in
late February 2000 and were awarded in March 2000 upon Board ratification.
In 1998, the Committee commissioned a study prepared by a national
consulting firm specializing in executive compensation. The study, presented in
1999, indicated that the Company's salary structure and longer-term compensation
incentives for its senior executive officers remained below those levels
prevailing in the market for companies of similar annual sales and assets,
including, specifically, food companies of comparable size. Based upon these
findings, the Committee revised its base salary determinations for certain
executive officers, including Mr. Ostrander, which were effective as of January
1999. Mr. Ostrander's annual base salary was increased from $405,000 to
$506,000. The Committee received an update of that study, including additional
national food industry executive compensation information, in February 2000 and
revised its base salary determinations for certain executive officers, including
Mr. Ostrander, effective that month.
13
<PAGE> 17
The Company has no policy with respect to Section 162(m) of the Code, which
precludes a deduction by any publicly-held corporation for certain compensation
paid to any covered employee to the extent that the compensation for the taxable
year exceeds $1,000,000.
The Compensation Committee
Richard A. Coonrod, Chairman
Daniel P. Dillon
Jerome J. Jenko
14
<PAGE> 18
STOCK PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five years
ended December 31, 1999 with the cumulative total return on the S&P 500 Index
and the S&P Food Group Index. The comparison assumes $100 was invested on
December 31, 1994 in the Company's Common Stock and in each of the foregoing
indices, and assumes reinvestment of dividends.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
DEC 94 DEC 95 DEC 96 DEC 97 DEC 98 DEC 99
------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Michael Foods, Inc. $100.00 $119.7 $133.6 $258.9 $321.6 $267.1
S&P Food Group Index 100.00 127.6 151.1 216.6 234.4 184.4
S&P 500 Index 100.00 137.6 169.2 225.6 290.1 351.1
</TABLE>
15
<PAGE> 19
SECURITY OWNERSHIP
The following table sets forth certain information as of March 3, 2000 with
respect to the beneficial holdings of each person or entity known by the Company
to own beneficially more than 5% of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME AND ADDRESS BENEFICIALLY OWNED(1) OF CLASS
---------------- --------------------- --------
<S> <C> <C>
4J2R1C Ltd. Partnership(2).................................. 1,588,489 7.7 %
Arthur J. Papetti(3)........................................ 1,487,463 7.2
3J2R Ltd. Partnership(2).................................... 1,459,514 7.1
Sanford C. Bernstein & Co., Inc............................. 1,023,690 5.0
767 Fifth Ave., New York, NY 10153
</TABLE>
- -------------------------
(1) Owned of record and beneficially, except as otherwise noted.
(2) c/o 7450 Flying Cloud Dr., Eden Prairie MN 55344
(3) c/o O'Connor, Morss & O'Connor, P.C., Liberty Hall Center, 1085 Morris
Avenue, Union NJ 07083.
The following table sets forth certain information as of March 3, 2000 with
respect to the beneficial holdings of each director and nominee, each named
executive officer, and all executive officers and directors as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF CLASS
- ------------------------ --------------------- --------
<S> <C> <C>
Directors and Nominees:
Maureen B. Bellantoni..................................... 5,303(2) *
Richard A. Coonrod........................................ 11,000(3) *
Daniel P. Dillon.......................................... 7,028(2) *
Jerome J. Jenko........................................... 5,250(2) *
Arvid C. Knudtson......................................... 11,000(3) *
Joseph D. Marshburn....................................... 11,000(3) *
Jeffrey J. Michael........................................ 3,193,735(2)(5) 15.5%
Margaret D. Moore......................................... 10,000(2) *
Gregg A. Ostrander........................................ 214,592(4) 1.0
Arthur J. Papetti......................................... 1,487,463 7.2
Stephen T. Papetti........................................ 749,850 3.6
Executive Officers:
Jeffrey M. Shapiro........................................ 185,315(6) *
John D. Reedy............................................. 85,726(7) *
Bill L. Goucher........................................... 83,126(8) *
Norman A. Rodriguez....................................... 76,373(9) *
All Directors and Executive Officers as a Group: (18
persons)............................................... 6,244,074(10) 30.4
</TABLE>
- -------------------------
* Less than 1%
(1) Owned of record and beneficially, except as otherwise noted.
(2) Includes 5,000 shares of Common Stock as to which Ms. Bellantoni, Ms. Moore
and Messrs. Dillon, Jenko and Michael each have the right to acquire
beneficial ownership within 60 days by the exercise of options granted to
non-employee directors upon their election or appointment. See "EXECUTIVE
COMPENSATION -- Stock Option Plan for Non-Employee Directors." Ms.
Bellantoni is not standing for re-election as a director.
(3) Includes 10,000 shares of Common Stock as to which Messrs. Coonrod,
Knudtson and Marshburn each have right to acquire beneficial ownership
within 60 days by the exercise of options granted to non-
16
<PAGE> 20
employee directors upon their election or appointment. See "EXECUTIVE
COMPENSATION -- Stock Option Plan for Non-Employee Directors."
(4) Includes 1,000 shares of Common Stock held in Mr. Ostrander's Individual
Retirement Account and 184,200 shares of Common Stock as to which Mr.
Ostrander has the right to acquire beneficial ownership within 60 days by
the exercise of options granted.
(5) Includes three limited partnership holdings of 1,588,489; 1,459,514; and
134,442 shares of Common Stock, respectively, two of which are noted in the
above Security Ownership table, of which Mr. Michael disclaims beneficial
ownership except to the extent of his pecuniary interest in the limited
partnerships' assets. Also includes 730 shares held by a minor child.
(6) Includes 3,110 shares of Common Stock held in Mr. Shapiro's Individual
Retirement Account and includes 51,494 shares of Common Stock as to which
Mr. Shapiro has the right to acquire beneficial ownership within 60 days by
the exercise of options granted.
(7) Includes 10,000 shares of Common Stock held for Mr. Reedy's benefit in a
Money Purchase Pension (Keogh) Account and 58,550 shares of Common Stock as
to which Mr. Reedy has the right to acquire beneficial ownership within 60
days by the exercise of options granted.
(8) Includes 70,560 shares of Common Stock as to which Mr. Goucher has the
right to acquire beneficial ownership within 60 days by the exercise of
options granted.
(9) Includes 13,696 shares of Common Stock held by Mr. Rodriguez's spouse,
1,668 shares of Common Stock held in Mr. Rodriguez's Individual Retirement
Account, and 33,473 shares of Common Stock as to which Mr. Rodriguez has
the right to acquire beneficial ownership within 60 days by the exercise of
options granted.
(10) Includes 878 shares of Common Stock held in two other executive officers'
Individual Retirement Accounts; 384 shares held in a Simplified Employee
Plan for another executive officer; 144 shares held by two minor children
of another executive officer; and 508,374 shares of Common Stock as to
which the executive officers and directors have the right to acquire
beneficial ownership within 60 days by the exercise of options granted.
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board recommends that the shareholders ratify the Board's appointment
of Grant Thornton LLP as independent auditors of the Company for the year ending
December 31, 2000. Grant Thornton LLP has served as the Company's principal
auditors since the Company's formation in 1987.
Representatives of Grant Thornton LLP will be present at the Annual Meeting
and will have an opportunity to make a statement if they desire to do so. They
also will be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR THE 2001
ANNUAL MEETING OF SHAREHOLDERS
Any shareholder who wishes to present a proposal for action at the next
Annual Meeting of Shareholders and who wishes to have it set forth in the Proxy
Statement and identified in the form of proxy prepared by the Company must
notify the Company so that such notice is received by the Secretary by January
1, 2001. Any such proposal must be in the form required under the rules and
regulations promulgated by the Securities and Exchange Commission. In addition,
any shareholder who intends to propose any matter that is not identified in the
notice of such meeting must comply with the Company's Bylaws which require at
least twenty (20) days' written notice prior to the meeting stating with
reasonable particularity the substance of the proposal.
17
<PAGE> 21
OTHER MATTERS
The Board knows of no other matters that are intended to be brought before
the Annual Meeting. If other matters, of which the Board is not aware, are
presented for action, it is the intention of the proxies named in the enclosed
form of proxy to vote on such matters in their sole discretion.
By Order of the Board of Directors,
/s/ Jeffrey M. Shapiro
Jeffrey M. Shapiro
Executive Vice President and Secretary
March 27, 2000
18
<PAGE> 22
MICHAEL FOODS, INC.
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, APRIL 26, 2000
4:00 P.M.
AUDITORIUM OF THE
LUTHERAN BROTHERHOOD BUILDING
625 FOURTH AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
[GRAPHIC OMITTED]
MICHAEL FOODS, INC.
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416 PROXY
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint Gregg A. Ostrander and Jeffrey M. Shapiro as
Proxies, each with the power to appoint his substitute, and hereby authorize
them to represent and to vote, as designated hereon, all the shares of Common
Stock of Michael Foods, Inc. held of record as shown on the reverse side on
March 20, 2000, at the Annual Meeting of Shareholders to be held on April 26,
2000, or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE.)
<PAGE> 23
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Michael Foods, Inc., c/o Shareowner Services-,
P.O. Box 64873, St. Paul, MN 55164-0873.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE --
[GRAPHIC OMITTED]
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS:
01 Richard A. Coonrod 05 Joseph D. Marshburn 09 Arthur J. Papetti [ ]Vote FOR all [ ] Vote WITHHELD
02 Daniel P. Dillon 06 Jeffrey J. Michael 10 Stephen T. Papetti nominees from
03 Jerome J. Jenko 07 Margaret D. Moore except all nominees
04 Arvid C. Knudtson 08 Gregg A. Ostrander those nominees listed
in the box below)
</TABLE>
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
2. PROPOSAL TO RATIFY THE APPOINTMENT OF GRANT THORNTON LLP as the independent
auditors of the Corporation for the year ending December 31, 2000.
[ ]For [ ] Against [ ] Abstain
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This Proxy when properly
executed will be voted in the manner directed herein by the undersigned
shareholder. If no direction is made, this Proxy will be voted for Proposals
1 and 2.
Address Change? Mark Box [ ] Indicate
changes below:
Date:------------------------------------------------ , 2000
Signature(s) in Box
Please sign exactly as name appears below. When shares are
held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full titles as such. If a corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership, please sign by authorized person.
