<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)
Michael Foods, Inc.
------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
------------------------------------------
(Title of Class of Securities)
5940741
------------------------------------------
(CUSIP Number)
Gregg A. Ostrander M-Foods Investors, LLC
Michael Foods, Inc. c/o Vestar Capital Partners IV, L.P.
5353 Wayzata Boulevard 245 Park Avenue, 41st Floor
Suite 324 New York, New York 10167
Minneapolis, MN 55416 (212) 351-1600
(952) 546-1500
_____________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
COPY TO:
Stephen L. Ritchie
Kirkland & Ellis
200 E. Randolph Dr.
Chicago, Illinois 60601
(312) 861-2000
December 21, 2000
-----------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The information required on 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
Page 1 of 29 Pages
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 2 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
M-Foods Investors, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,952,412 (1) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,952,412 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
(1) Includes 495,876 shares issuable upon exercise of options exercisable within
60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 3 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Gregg A. Ostrander
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 236,292 (2) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 236,292 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
236,292 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(2) Includes 205,900 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 4 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
John D. Reedy
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 85,726 (3) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 85,726 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,726 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(3) Includes 58,550 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 5 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Bill L. Goucher
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 89,126 (4) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 89,126 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
89,126 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(4) Includes 76,560 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 6 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
James D. Clarkson
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 60,321 (5) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,321 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,321 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(5) Includes 52,500 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 7 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Bradley L. Cook
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 28,522 (6) (See Item 5)
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 28,522 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,522 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(6) Includes 23,000 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 8 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Max Hoffman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 34,590 (7) (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 34,590 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,590 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(7) Includes 17,400 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 9 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
James Mohr
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 26,979 (8) (See Item 5)
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 26,979 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,979 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(8) Includes 24,000 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 10 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Harold D. Sprinkle
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 18,491 (9) (See Item 5)
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 18,491 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,491 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
(9) Includes 17,500 shares issuable upon the exercise of options exercisable
within 60 days of the date hereof.
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 11 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
4JR1C Limited Partnership
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,588,489 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,588,489 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,489 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 12 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
3J2R Limited Partnership
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MINNESOTA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,459,514 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,459,514 (See Item 5)
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,459,514 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 13 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Vestar Capital Partners IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,952,412 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,952,412 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 14 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Marathon Fund Limited Partnership IV
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 15 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Miltiades LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 16 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Vestar Associates IV, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,952,412 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,952,412 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
<PAGE>
------------------------ ------------------------
CUSIP No. 5940741 13D Page 17 of 29 Pages
------------------------ ------------------------
================================================================================
1 NAME OF REPORTING PERSON
Vestar Associates Corporation IV
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
[_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,952,412 (See Item 5)
------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,952,412 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE>
ITEM 1. SECURITY AND ISSUER.
The class of equity security to which this statement relates is the common
stock, $.01 par value (the "Common Stock"), of Michael Foods, Inc., a Minnesota
corporation (the "Company"). The name and address of the principal executive
offices of the Company are Michael Foods, Inc., 5353 Wayzata Boulevard, Suite
324, Minneapolis, Minnesota 55416.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being jointly filed by each of the following persons
pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission
(the "Commission") pursuant to Section 13 of the Securities Exchange Act of 1934
as amended (the "Exchange Act"):
(1) M-Foods Investors, LLC ("Investors"), a Delaware limited liability company
wholly owned and solely managed by Vestar Capital Partners IV, L.P., a
Delaware limited partnership ("Vestar"), which was formed solely for the
purpose of effecting the transactions contemplated by the Merger Agreement
(as defined below) and has not engaged in any activities except in
connection with these transactions. The officers of Investors are James P.
Kelley, President, J. Christopher Henderson, Vice President and Treasurer,
and Jack M. Feder, Secretary;
(2) Vestar Capital Partners IV, L.P. The general partner of Vestar is Vestar
Associates IV, L.P., a Delaware limited partnership ("Associates");
(3) Vestar Associates IV, L.P. The general partner of Associates is Vestar
Associates Corporation IV, a Delaware corporation;
(4) Vestar Associates Corporation IV. The Board of Directors of Vestar
Associates Corporation IV consists solely of Daniel S. O'Connell, and its
officers consist of the following: Daniel S. O'Connell, President and Chief
Executive Officer, Prakash A. Melwani, Managing Director and Secretary,
Arthur J. Nagle, Managing Director, James P. Kelley, Managing Director,
Robert L. Rosner, Managing Director, Norman W. Alpert, Managing Director,
Sander M. Levy, Managing Director, Nicholas A. Dovidio, Managing Director,
John R. Woodard, Managing Director, James L. Elrod, Jr., Managing Director,
J. Christopher Henderson, Managing Director, David M. Hooper, Managing
Director, Todd N. Khoury, Managing Director, Steven M. Silver, Managing
Director, Jack M. Feder, Managing Director and General Counsel, Brian
Schwartz, Vice President and Chief Financial Officer, and Brian Ratzan,
Vice President;
(5) Gregg A. Ostrander, whose principal occupation is President, CEO and
Chairman of the Company;
(6) John D. Reedy, whose principal occupation is Executive Vice-President,
Treasurer, and CFO of the Company;
(7) Bill L. Goucher, whose principal occupation is President of M.G. Waldbaum
Company, a Nebraska corporation and wholly owned subsidiary of the Company;
(8) James D. Clarkson, whose principal occupation is President of Northern Star
Co. and Kohler Mix Specialties, Inc., both Minnesota corporations and
wholly owned subsidiaries of the Company;
Page 18 of 29 Pages
<PAGE>
(9) Bradley L. Cook, whose principal occupation is Executive Vice-President and
CFO of M.G. Waldbaum Company;
(10) Max Hoffmann, whose principal occupation is CFO of Northern Star Co. and
Kohler Mix Specialties, Inc.;
(11) James Mohr, whose principal occupation is Vice-President, Distribution of
the Company;
(12) Harold D. Sprinkle, whose principal occupation is Executive Vice-President,
Sales of the Company;
(13) 4J2R1C Limited Partnership, a Minnesota limited partnership. The general
partners of 4J2R1C Limited Partnership are James H. Michael, Jeffrey J.
Michael, and 2JM Enterprises, Inc. The directors of 2JM Enterprises, Inc.
are James H. Michael and Jeffrey J. Michael, and the officers of 2JM
Enterprises, Inc. are Jeffrey J. Michael, President and Treasurer, and
James H. Michael, Vice President and Secretary. 4J2R1C Limited Partnership
and 2JM Enterprises are in the business of real estate, equity and other
forms of investment;
(14) 3J2R Limited Partnership, a Minnesota limited partnership. The general
partners of 3J2R Limited Partnership are Jeffrey J. Michael, as managing
general partner, and 2JM Enterprises, Inc. The directors of 2JM
Enterprises, Inc. are James H. Michael and Jeffrey J. Michael, and the
officers of 2JM Enterprises, Inc. are Jeffrey J. Michael, President and
Treasurer, and James H. Michael, Vice President and Secretary. 3J2R Limited
Partnership is in the business of real estate, equity and other forms of
investment;
(15) Marathon Fund Limited Partnership IV, a Delaware limited partnership
("Marathon"). Miltiades, LLC, a Delaware limited liability company, is the
sole general partner of Marathon;
(16) Miltiades, LLC. The managing member and secretary of Miltiades, LLC is
Michael S. Israel. The authorized members of Miltiades, LLC are Michael D.
Goldner, Van Zandt Hawn, Timothy D. Johnson, John L. Morrison, Michael S.
Israel, Edward J. Rieckelman, and Michael T. Sweeney.
The principal business activity of the Company and its subsidiaries is the
production distribution and sale of value-added food products, including egg
products, specialty dairy products and mixes, refrigerated potato products, and
cheese products.
Vestar, Associates, and Vestar Associates Corporation IV are affiliates of
Vestar Capital Partners, a New York-based private equity firm principally
engaged in the business of investing and managing their private equity
investments. Marathon is an affiliate of Goldner Hawn Johnson and Morrison,
Incorporated, a Minneapolis-based private equity firm principally engaged in the
business of investing and managing their private equity investments.
The entities set forth in clauses (1) through (4), (15) and (16) are
collectively hereinafter referred to as the "Acquiring Entities". The
individuals set forth in clauses (5) through (12) are collectively hereinafter
referred to as the "Management Persons"; the entities set forth in clauses
(13) and (14) are collectively hereinafter referred to as the "Michael Family
Persons."
The Acquiring Entities, the Management Persons and the Michael Family
Persons (collectively, the "Reporting Persons") may constitute a "group" for
purposes of Rule 13d-5 under the Exchange Act, with respect to their beneficial
ownership of the Common Stock and are collectively referred to as the "Reporting
Group." The Reporting Group expressly disclaims that they have agreed to act as
a group other than as described in this statement. The Reporting Persons have
Page 19 of 29 Pages
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entered into a Joint Filing Agreement, a copy of which is filed with this
statement as Exhibit 1 (which is incorporated herein by reference). Information
with respect to each Reporting Person is given solely by such Reporting Person,
and no Reporting Person assumes responsibility for the accuracy or completeness
of the information furnished by another Reporting Person. This report on
Schedule 13D constitutes the original report of the Reporting Group.
During the last five years, none of the Reporting Persons or any other
persons required to be identified in this Item 2 pursuant to Instruction C of
Schedule 13D has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). During the last five years, none of the
Reporting Persons or any other persons required to be identified in this Item 2
pursuant to Instruction C of Schedule 13D was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Each of the Management Persons or any other persons required to be
identified in this Item 2 pursuant to Instruction C of Schedule 13D is a United
States citizen. The business address for the Management Persons is Michael
Foods, Inc., 5353 Wayzata Boulevard, Suite 324, Minneapolis, Minnesota 55416.
The business address for each of the Michael Family Persons and the persons
listed in clauses (13) and (14) is c/o Jeffrey Michael, 10851 Louisiana Avenue
South, Bloomington, MN 55438. The business address for Marathon and Miltiades,
LLC is c/o Goldner Hawn Johnson and Morrison Incorporated, 5250 Wells Fargo
Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-4123. The business
address for the entities and individuals listed in clauses (1) through (4) is
c/o Vestar Capital Partners IV, L.P., 245 Park Avenue, 41st Floor, New York,
New York, 10167.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 21, 2000, a special committee of the board of directors of the
Company approved, and the Company, M-Foods Holdings, Inc., a Delaware
corporation ("Holdings"), and Protein Acquisition Corp., a Minnesota corporation
and wholly owned subsidiary of Holdings ("MergerSub") entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing that, upon the terms and
subject to the conditions thereof, MergerSub will merge with and into the
Company (the "Merger"), with the Company continuing as the surviving
corporation.
As of the date of this statement, the Reporting Persons have not paid any
funds or other consideration for purchases of Common Stock.
If the Merger is consummated, the transactions contemplated by the Merger
Agreement, the payment of related transaction fees and expenses and the
refinancing, contemporaneously with the consummation of the Merger, of all
existing funded indebtedness of the Company (except for such debt amounts to be
agreed which may remain outstanding) will be financed from the following
sources: (a) up to $400 million from borrowings under the Senior Credit
Facility, the commitment for which is evidenced by the Bank Commitment Letter
described below, and attached hereto as Exhibit 3, (b) at least $200 million in
gross proceeds from the issuance and sale by the Company of either the Bridge
Notes or the Senior Subordinated Notes, the commitment for the Bridge Notes is
evidenced by the Bank Commitment Letter described below, and attached hereto as
Exhibit 3, (c) up to approximately $170 million in equity contributed by Vestar
and Marathon, the commitment for which is evidenced by those certain Equity
Commitment Letters described below, and attached hereto as Exhibits 4 and 5, and
(d) approximately $50 million of common equity and option value of the Company
rolled over by the Management Persons and the Michael Family Persons into equity
of Investors and deferred compensation arrangements of Holdings, which is
evidenced by certain letter agreements (along with certain attachments thereto,
the "Rollover Letter Agreements") described below, and attached hereto as
Exhibits 10 through 19.
Page 20 of 29 Pages
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Pursuant to that certain commitment letter (the "Bank Commitment Letter")
from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC
("Banc of America Bridge") and Banc of America Securities LLC ("BAS") to Vestar
dated as of December 20, 2000, and subject to the conditions set forth therein,
it is anticipated that the Company will obtain (i) a $470 million senior secured
credit facility (the "Senior Credit Facility") from Bank of America as sole and
exclusive administrative and collateral agent (the "Agent") and BAS as sole lead
arranger and sole book running manager and (ii) $200 million in gross proceeds
from the issuance and sale by the Company of either (A) unsecured senior
subordinated debt securities (the "Senior Subordinated Notes") or (B) unsecured
senior subordinated bridge notes (the "Bridge Notes"). If issued, Banc of
America Bridge will purchase, and BAS will act as sole lead arranger and sole
book running manager, with respect to the Bridge Notes. If issued, BAS will act
as sole managing underwriter, sole book running manager, sole lead initial
purchaser and sole lead manager or placement agent and financial advisor with
respect to the Senior Subordinated Notes or other permanent securities. Funding
of the Senior Credit Facility and the Senior Subordinated Notes or Bridge Notes
remains subject to the satisfaction of certain conditions, a summary of which is
included in Appendix A within Exhibit 3 attached hereto which is incorporated
herein by reference.
Pursuant to those certain equity commitment letters (the "Equity Commitment
Letters") from each of Vestar and Marathon to Holdings dated as of December 21,
2000, Vestar and Marathon have agreed to make capital contributions of up to
$133,900,405 and $35,000,000, respectively, to Holdings in exchange for equity
of Investors in order to enable Holdings and Merger Sub to consummate the Merger
and the other transactions contemplated by the Merger. These contributions are
subject to (i) each of Vestar and Marathon determining that all obligations of
Holdings and MergerSub pursuant to the Merger Agreement have been met and all
conditions in the Bank Commitment Letters have been satisfied or waived by all
parties for whose benefit such conditions exist and (ii) the concurrent
consummation of the Merger.
The descriptions of the Merger Agreement, the Bank Commitment Letter, and
the Equity Commitment Letters do not purport to be complete and are qualified in
their entirety by reference to the complete text thereof, copies of which are
filed as Exhibits 2, 3, 4 and 5 hereto, respectively, and incorporated herein by
reference.
The information set forth in Item 4 of this Schedule 13D is hereby
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
The Merger Agreement provides that each issued and outstanding share of
Common Stock (other than the shares, if any, held by the Company as treasury
stock or held by MergerSub, which will be cancelled, and the shares held by
shareholders who have exercised their statutory appraisal rights under the laws
of the state of Minnesota) will be treated in the Merger as follows:
(a) except as otherwise provided in clause (b) below, each share of
Common Stock outstanding at the effective time will be converted
into the right to receive $30.10 per share in cash from the
Company, without interest thereon (the "Merger Consideration");
and
(b) certain shares of Common Stock will be contributed to Investors
in exchange for the right to receive Investors' equity and/or
cash. All such shares contributed to Investors will be in turn
contributed to Holdings and by Holdings to MergerSub.
Page 21 of 29 Pages
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Each outstanding option to purchase Common Stock, whether or not then
exercisable or vested (each an "Option") will be cancelled at the effective
time, pursuant to the option cancellation agreements (the "Option Cancellation
Agreements") to be entered into with the holders of Options, and the holders
thereof will be paid in consideration of such cancellation an amount in cash
and/or other consideration equal to the difference between $30.10 and the
exercise price of such option (such non-cash consideration, for the Management
Persons, will include certain rights to deferred compensation, as described
below). The Option Cancellation Agreements to be entered into by all holders of
Options (other than the Management Persons) will be substantially similar to the
form of Option Cancellation Agreement for Jeffrey M. Shapiro and Norman A.
Rodriguez attached hereto within Exhibits 20 and 21.
The Merger is subject to various conditions, including, but not limited to,
(i) the Company obtaining all the approvals of the holders of shares of Common
Stock required under the Minnesota Business Corporations Act, (ii) the
expiration of all waiting periods and obtaining all approvals under the Hart-
Scott-Rodino Antitrust Improvement Act of 1976, as amended, (iii) MergerSub
receiving the proceeds of the financing contemplated by the Bank Commitment
Letter and Equity Commitment Letters on the terms and conditions set forth
therein and with other material terms satisfactory to Holdings, in the amounts
necessary to consummate the Merger, and (iv) the absence of any temporary
restraining order, injunction or other order issued by any governmental
authority or other legal restraint or prohibition preventing the consummation of
the Merger.
As a result of the Merger, (i) the by-laws of the surviving corporation
would be those of MergerSub, replacing the by-laws of the Company, (ii) the
Common Stock would cease to be authorized to be quoted on any national
securities exchange, or over-the-counter market (iii) the Common Stock would be
removed from registration under the Exchange Act, (iv) the directors of the
surviving corporation will be chosen by Investors, and (v) the officers of the
Company would become the officers of the surviving corporation.
In connection with the signing of the Merger Agreement, on December 21,
2000, each of the Management Persons (other than Bradley L. Cook, Harold D.
Sprinkle and James Mohr), Michael Family Persons and the Other Persons (as
defined in Item 5 of this Schedule 13D below) entered into a Letter Agreement
(for the Management Persons (other than Messrs. Cook, Sprinkle and Mohr) and the
Michael Family Persons, in the form of the "Rollover Letter Agreements" attached
hereto as Exhibits 10 through 15 and Exhibit 17; for Messrs. Cook, Sprinkle and
Mohr, in the form of the "Rollover Letter Agreements" attached hereto as
Exhibits 16, 18 and 19 and incorporated by reference herein; for the Other
Persons, in the form of the letter agreements attached hereto, and incorporated
by reference herein, as Exhibits 20 through 22; all letter agreements
collectively constituting the "Letter Agreements") with Investors pursuant to
which such person agreed (a) to vote all shares of Common Stock in favor of the
Merger and against any other acquisition or any amendment to the articles of
incorporation or by-laws of the Company designed to frustrate the Merger, (b)
not to dispose of or encumber any of its shares of or options to purchase the
Common Stock before the Closing, or to take any action that would restrict such
person's ability to perform any and all actions contemplated by the Merger
Agreement (except that Messrs. Rodriguez and Shapiro did not agree to refrain
from selling, transferring, pledging encumbering their shares or to refrain from
exercising their options) and (c) to grant an irrevocable proxy coupled with an
interest to Investors, and to appoint Investors as such person's attorney-in-
fact, and that such grant would supersede all previous grants of proxy. Messrs.
Cook, Sprinkle and Mohr entered into Letter Agreements pursuant to which such
person agreed not to dispose of or encumber any of its shares or options to
purchase the Common Stock before Closing, or to take any action that would
restrict such person's ability to perform any and all actions contemplated by
their Management Stock Purchase and Unit Subscription Agreement. Certain of Mr.
Reedy's options may expire prior to the consummation of the transactions
contemplated by the Merger Agreement, therefore, these options will be extended
by the Company's board of directors or exercised in a manner to be agreed upon
between Mr. Reedy and Investors. One of the purposes of the Letter Agreements is
to secure the support of certain significant holders of Common Stock for the
proposed Merger pursuant to the Merger Agreement. There can be no assurance,
however, that the proposed Merger will be consummated or as to the timing or
terms thereof.
In the Rollover Letter Agreements, the Management Persons, and, in their
Letter Agreements, Jeffrey M. Shapiro and Norman A. Rodriguez, agreed to enter
into the Option Cancellation Agreements with the Company. Such Option
Cancellation Agreements are attached hereto within Exhibits 10, 11, 13 and
Exhibits 15 through 21 and are incorporated by reference herein. In addition,
each of the Management Persons agreed (a) to enter into the Management Stock
Purchase and Unit Subscription Agreement, (b) to enter into either an Employment
Agreement, in the case of Messrs. Ostrander, Reedy, Clarkson and Goucher (which
are attached hereto within Exhibits 10, 11, 13 and 15 and are incorporated by
reference herein), or a Severance and Deferred Compensation Agreement, in the
case of Messrs. Cook, Hoffman, Mohr,
Page 22 of 29 Pages
<PAGE>
and Sprinkle (which are attached hereto within Exhibits 16, 17, 18 and 19 and
are incorporated by reference herein), (c) to accept the adoption of certain
stock option arrangements and (d) to enter into the Securityholders Agreement.
The Michael Family Persons also agreed to enter into Stock Purchase and Unit
Subscription Agreements and the Securityholders Agreement.
The Management Persons will execute, in connection with the consummation of
the transaction contemplated by the Merger Agreement, a Management Stock
Purchase and Unit Subscription Agreement (in a form substantially similar to the
Management Stock Purchase and Unit Subscription Agreement attached hereto as
Exhibit 7 and incorporated by reference herein) in which these persons will
agree to contribute their shares of Common Stock in exchange for Investors'
equity (certain of the terms of such equity to be set forth in a limited
liability company agreement by and among the Acquiring Entities and/or their
affiliates, the Management Persons and the Michael Family Persons) and cash.
Each Management Stock Purchase and Unit Subscription Agreement contains, among
other provisions, certain put rights and call options as more fully described
within Exhibit 7. In addition, the Michael Family Persons will enter into Stock
Purchase and Unit Subscription Agreements (in a form substantially similar to
the Stock Purchase and Unit Subscription Agreement attached hereto as Exhibit 6
and incorporated by reference herein) in which these persons will agree to
contribute their shares of Common Stock in exchange for Investors' equity
(certain of the terms of such equity to be set forth in a limited liability
company agreement by and among the Acquiring Entities and/or their affiliates,
the Management Persons and the Michael Family Persons) and cash. There are no
put rights or call options in the Stock Purchase and Unit Subscription
Agreements. Finally, the Other Persons and certain other shareholders of the
Company, with the exception of Messrs. Shapiro and Rodriguez, will enter into
Stock Purchase Agreements (in a form substantially similar to the Stock Purchase
Agreement attached hereto as Exhibit 8 and incorporated by reference herein) in
which these persons will agree to contribute their shares of Common Stock in
exchange for cash.
Pursuant to the terms of the Employment Agreements, which will be executed
at the consummation of the Merger, (a) Messrs. Ostrander, Reedy, Clarkson and
Goucher will each receive rights in an unfunded, unsecured nonqualified deferred
compensation arrangement (which will be assumed by Holdings) in exchange for the
cancellation of certain of their options to purchase shares of Common Stock in
an amount equal to the value of such cancelled options, which arrangement will
be deemed to be invested in a specified amount of equity of Investors and be
eligible to receive certain deemed distributions and actual distributions as
described in the Employment Agreements (which are attached hereto as Exhibits
10, 11, 13 and 15 and incorporated by reference herein) and (b) each such
person will be subject to provisions comparable to such person's existing
employment arrangements. Pursuant to the terms of the Severance and Deferred
Compensation Agreements, which will be executed at the consummation of the
Merger, (a) Messrs. Cook, Sprinkle, Mohr and Hoffmann will each receive certain
rights in an unfunded, unsecured nonqualified deferred compensation arrangement
(which will be assumed by Holdings) in exchange for the cancellation of certain
of their options to purchase shares of Common Stock in an amount equal to the
value of such cancelled options, which arrangement will be deemed to be invested
in a specified amount of equity of Investors and be eligible to receive certain
deemed distributions and actual distributions as described in the Severance and
Deferred Compensation Agreements (which are attached hereto as Exhibits 16, 17,
18 and 19 and incorporated by reference herein) and (b) each such person will be
subject to provisions comparable to such person's existing arrangements.
In addition, the Management Persons will be eligible to participate in a
stock option program pursuant to which the compensation committee of the board
of directors of Holdings will be authorized to issue options to acquire 5% of
the fully-diluted outstanding capital stock of Holdings as of the closing date
before giving effect to issuances of warrants to Holdings and its subsidiaries'
financing sources. Fifty percent of such options (i.e., options to acquire 2.5%
of the fully-diluted outstanding capital stock of Holdings as of the closing
date before giving effect to issuances of warrants to Holdings and its
subsidiaries' financing sources) will be issued to the Management Persons at the
closing with an exercise price equal to $30.10 per share. The compensation
committee will determine the number of options which will be granted.
Page 23 of 29 Pages
<PAGE>
Moreover, Vestar, Marathon, the Management Persons and the Michael Family
Persons will enter into a Securityholders Agreement (in a form substantially
similar to the Form of Securityholders Agreement attached hereto as Exhibit 9
and incorporated by reference herein) which will, in general and among other
things, contain a voting agreement with respect to composition of the board of
managers, restrict the transfer of securities owned by Marathon, the Management
Persons and the Michael Family Persons, subject to certain exempt transfers, and
contain registration rights, "take-along" obligations, "drag-along" rights and
preemptive rights.
The descriptions of the Letter Agreements, Option Cancellation Agreements,
the Employment Agreements, the Severance and Deferred Compensation Agreements,
the three forms of Unit Subscription Agreements and the form of Securityholders
Agreement, do not purport to be complete and are qualified in their entirety by
reference to the complete text of such agreements, copies of which are filed as
Exhibits hereto and incorporated herein by reference.
The information set forth in Item 3 of this Schedule 13D is hereby
incorporated herein by reference.
Other than as set forth above, none of the Reporting Persons or any other
persons required to be identified in Item 2 of this statement pursuant to
Instruction C of Schedule 13D has any plans or proposals which relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Company has represented in the Merger Agreement that as of the close of
business on December 20, 2000, there were 18,289,484 shares of Common Stock
outstanding and 1,814,915 options outstanding. As of the date hereof, the
Reporting Persons may beneficially own an aggregate of 3,952,412 shares of
Common Stock (including 495,876 shares issuable upon the exercise of options
exercisable within 60 days of December 21, 2000), or approximately 21.6% of the
Common Stock then outstanding.
By virtue of their potential status as a "group" for purposes of Rule 13d-
5, each of the members of the Reporting Group may be deemed to have shared
voting and dispositive power over the shares owned by other members. Neither
the filing of this statement nor any of its contents shall be deemed to
constitute an admission that any Reporting Person is the beneficial owner of any
Common Stock referred to in this statement for the purposes of Section 13(d) of
the Act or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(a) and (b)
Pursuant to irrevocable proxies granted by the Management Persons
(other than Messrs. Cook, Sprinkle and Mohr), the Michael Family
Persons, and certain other shareholders of the Company
(collectively, the "Other Persons")(See Item 4 to this Schedule 13D;
such Other Persons retain dispositive power over and the right to
receive or the power to direct the receipt of dividends for all of
the shares of Common Stock which they beneficially own), Investors
shares beneficial ownership of the right to vote 3,952,412 shares of
Common Stock (including 495,876 shares issuable upon the exercise of
options exercisable within 60 days of the formation of the "group"),
constituting approximately 21.6% of the Common Stock of the Company
as of December 21, 2000. Investors has shared voting power but no
investment power with respect to all shares of Common Stock referred
to above.
Page 24 of 29 Pages
<PAGE>
Vestar Capital Partners IV, L.P., as the sole managing member of
Investors, may be deemed to be beneficial owner of the 3,952,412
shares of Common Stock (including 495,876 shares issuable upon the
exercise of options exercisable within 60 days of the formation of
the "group") beneficially owned by Investors, constituting
approximately 21.6% of the Common Stock of the Company as of
December 21, 2000. Vestar may be deemed to have shared voting power
but no investment power with respect to all shares of Common Stock
referred to above.
Vestar Associates IV, L.P., as the general partner of Vestar, may be
deemed to be beneficial owner of the 3,952,412 shares of Common
Stock (including 495,876 shares issuable upon the exercise of
options exercisable within 60 days of the formation of the "group")
beneficially owned by Vestar, constituting approximately 21.6% of
the Common Stock of the Company as of December 21, 2000. Associates
may be deemed to have shared voting power but no investment power
with respect to all shares of Common Stock referred to above.
Vestar Associates Corporation IV, as the general partner of
Associates, may be deemed to be beneficial owner of the 3,952,412
shares of Common Stock (including 495,876 shares issuable upon the
exercise of options exercisable within 60 days of the formation of
the "group") beneficially owned by Associates, constituting
approximately 21.6% of the Common Stock of the Company as of
December 21, 2000. Vestar Associates Corporation IV may be deemed to
have shared voting power but no investment power with respect to all
shares of Common Stock referred to above.
Marathon Fund Limited Partnership IV does not directly own any
shares of Common Stock, but may be deemed to have beneficial
ownership over the 3,952,412 shares of Common Stock (including
495,876 shares issuable upon the exercise of options exercisable
within 60 days of the formation of the "group") beneficially owned
by Investors, constituting approximately 21.6% of the Common Stock
of the Company as of December 21, 2000, as a result of being deemed
a member of the "group" for purposes of Rule 13d-5.
Miltiades, LLC, as general partner of Marathon, does not directly
own any shares of Common Stock, but may be deemed to have beneficial
ownership over the 3,952,412 shares of Common Stock (including
495,876 shares issuable upon the exercise of options exercisable
within 60 days of the formation of the "group") beneficially owned
by Investors, constituting approximately 21.6% of the Common Stock
of the Company as of December 21, 2000, as a result of Marathon
being deemed a member of the "group" for purposes of Rule 13d-5.
Gregg A. Ostrander beneficially owns 236,292 shares of Common Stock
(including 205,900 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 1.3% of the Common Stock outstanding as
of December 21, 2000. Ostrander has shared voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
Page 25 of 29 Pages
<PAGE>
John D. Reedy beneficially owns 85,726 shares of Common Stock
(including 58,550 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.5% of the Common Stock outstanding as
of December 21, 2000. Reedy has shared voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
Bill L. Goucher beneficially owns 89,126 shares of Common Stock
(including 76,560 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.5% of the Common Stock outstanding as
of December 21, 2000. Goucher has shared voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
James D. Clarkson beneficially owns 60,321 shares of Common Stock
(including 52,500 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.3% of the Common Stock outstanding as
of December 21, 2000. Clarkson has shared voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
Bradley L. Cook beneficially owns 28,522 shares of Common Stock
(including 23,000 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.2% of the Common Stock outstanding as
of December 21, 2000. Cook has sole voting power and sole investment
power with respect to all the shares of Common Stock referred to
above.
James Mohr beneficially owns 26,979 shares of Common Stock
(including 24,000 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.1% of the Common Stock outstanding as
of December 21, 2000. Mohr has sole voting power and sole investment
power with respect to all the shares of Common Stock referred to
above.
Harold D. Sprinkle beneficially owns 18,491 shares of Common Stock
(including 17,500 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.1% of the Common Stock outstanding as
of December 21, 2000. Sprinkle has sole voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
Max Hoffmann beneficially owns 34,590 shares of Common Stock
(including 17,400 shares issuable upon the exercise of options
exercisable within 60 days of the formation of the "group"),
constituting approximately 0.2% of the Common Stock outstanding as
of December 21, 2000. Hoffmann has shared voting power and sole
investment power with respect to all the shares of Common Stock
referred to above.
4J2R1C Limited Partnership beneficially owns 1,588,489 shares of
Common Stock, constituting approximately 8.7% of the Common Stock
outstanding as of December 21, 2000. The entity has shared voting
power and sole investment power with respect to all the shares of
Common Stock referred to above. Jeffrey J. Michael, a general
partner of the entity, also beneficially owns 17,790 shares of
Common Stock, as to which shares the entity disclaims beneficial
ownership.
James H. Michael, a general partner of the entity, also beneficially
owns 5,000 shares of common stock issuable upon the excercise of
options exerciseable withing 60 days of the formation of the
"group", as to which shares the entity disclaims beneficial
ownership.
3J2R Limited Partnership beneficially owns 1,459,514 shares of
Common Stock, constituting approximately 8.0% of the Common Stock
outstanding as of December 21, 2000.
Page 26 of 29 Pages
<PAGE>
The entity has shared voting power and sole investment power with
respect to all the shares of Common Stock referred to above. Jeffrey
J. Michael, managing general partner of the entity, also
beneficially owns 17,790 shares of Common Stock, as to which shares
the entity disclaims beneficial ownership.
(c) Except for the transactions described herein, there have been no
other transactions in the securities of the Company effected by the
Reporting Persons in the last 60 days.
(d) Except as stated within this Item 5, to the knowledge of the
Reporting Persons, only the Reporting Persons have the right to
receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock reported by
this statement.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
4J2R1C Limited Partnership has pledged 350,000 shares of Common Stock it
holds to Reliance Insurance Company and 178,000 shares of Common Stock it holds
to U.S. Bank Minnesota, N.A. and 3J2R Limited Partnership has pledged 1.1
million shares of Common Stock it holds to National City Bank. Such shares of
Common Stock are pledged as security for certain standard credit facilities for
the benefit of the Michael Family Persons and/or related persons.
Except for the agreements described above or in response to Items 3 and 4
of this Schedule 13D, which are hereby incorporated herein by reference, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons
enumerated in Item 2 of this Schedule 13D, and any other person, with respect to
any securities of the Company, including, but not limited to, transfer or voting
of any of the securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, divisions of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Joint Filing Agreement, dated as of January 2, 2001, between the
Management Persons, the Acquisition Companies and the Michael
Family Persons.
Exhibit 2 -- Agreement and Plan of Merger, dated as of December 21, 2000, by
and among M-Foods Holdings, Inc., Protein Acquisition Corp., and
Michael Foods, Inc., incorporated by reference from the Company's
Report on Form 8-K filed December 22, 2000.
Exhibit 3 -- Commitment Letter, dated as of December 20, 2000, by and among
Vestar, Bank of America, N.A., Banc of America Securities LLC and
Banc of America Bridge LLC.
Exhibit 4 -- Commitment Letter, dated as of December 21, 2000, by and among
Vestar, Holdings and MergerSub.
Page 27 of 29 Pages
<PAGE>
Exhibit 5 -- Commitment Letter, dated as of December 21, 2000, by and among
Marathon, Holdings and MergerSub.
Exhibit 6 -- Form of Stock Purchase and Unit Subscription Agreement.
Exhibit 7 -- Form of Management Stock Purchase and Unit Subscription
Agreement.
Exhibit 8 -- Form of Stock Purchase Agreement
Exhibit 9 -- Form of Securityholders Agreement.
Exhibit 10 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Gregg A. Ostrander, including attached
Option Cancellation Agreement and Employment Agreement.
Exhibit 11 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and John D. Reedy, including attached
Option Cancellation Agreement and Employment Agreement.
Exhibit 12 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and 4J2R1C Limited Partnership
Exhibit 13 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Bill L. Goucher, including attached
Option Cancellation Agreement and Employment Agreement.
Exhibit 14 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and 3J2R Limited Partnership
Exhibit 15 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and James D. Clarkson, including attached
Option Cancellation Agreement and Employment Agreement.
Exhibit 16 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Bradley L. Cook, including attached
Option Cancellation Agreement and Severance and Deferred
Compensation Agreement.
Exhibit 17 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Max Hoffmann, including attached
Option Cancellation Agreement and Severance and Deferred
Compensation Agreement.
Exhibit 18 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Harold D. Sprinkle, including attached
Option Cancellation Agreement and Severance and Deferred
Compensation Agreement.
Exhibit 19 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and James Mohr, including attached Option
Cancellation Agreement and Severance and Deferred Compensation
Agreement.
Page 28 of 29 Pages
<PAGE>
Exhibit 20 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Jeffrey M. Shapiro, including attached
Option Cancellation Agreement.
Exhibit 21 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and Norman A. Rodriguez, including
attached Option Cancellation Agreement.
Exhibit 22 -- Letter Agreement, dated as of December 21, 2000, by and among
M-Foods Investors, LLC and ASTA Enterprises Limited Partnership
Page 29 of 29 Pages
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: January 2 , 2001
M-FOODS INVESTORS, LLC
By: Vestar Capital Partners IV, L.P.
Its: Sole Managing Member
By: Vestar Associates IV, L.P.
Its: General Partner
By: Vestar Associates Corporation IV
Its: General Partner
By: /s/ Jack M. Feder
----------------------------------
Jack M. Feder
Its: Managing Director/General Counsel
VESTAR CAPITAL PARTNERS IV, L.P.
By: Vestar Associates IV, L.P.
Its: Sole General Partner
By: Vestar Associates Corporation IV
Its: General Partner
By: /s/ Jack M. Feder
----------------------------------
Jack M. Feder
Its: Managing Director/General Counsel
VESTAR ASSOCIATES IV, L.P.
By Vestar Associates Corporation IV
Its: General Partner
By: /s/ Jack M. Feder
----------------------------------
Jack M. Feder
Its: Managing Director/General Counsel
VESTAR ASSOCIATES CORPORATION IV
By: /s/ Jack M. Feder
----------------------------------
Jack M. Feder
Its: Managing Director/General Counsel
<PAGE>
MARATHON FUND LIMITED PARTNERSHIP IV
By: Miltiades LLC
Its: Sole General Partner
By: /s/ Michael S. Israel
----------------------------------
Michael S. Israel
Its: Authorized Member
MILTIADES LLC
By: /s/ Michael S. Israel
----------------------------------
Michael S. Israel
Its: Authorized Member
----------------------------------
/s/ Gregg A. Ostrander
----------------------------------
Name: Gregg A. Ostrander
/s/ John D. Reedy
----------------------------------
Name: John D. Reedy
/s/ Bill L. Goucher
----------------------------------
Name: Bill L. Goucher
/s/ James D. Clarkson
----------------------------------
Name: James D. Clarkson
/s/ Bradley L. Cook
----------------------------------
Name: Bradley L. Cook
/s/ Max Hoffmann
----------------------------------
Name: Max Hoffmann
/s/ Harold D. Sprinkle
----------------------------------
Name: Harold D. Sprinkle
/s/ James Mohr
----------------------------------
Name: James Mohr
<PAGE>
4J2R1C Limited Partnership
/s/ Jeffrey J. Michael
---------------------------
Name: Jeffrey J. Michael
General Partner
/s/ James H. Michael
---------------------------
Name: James H. Michael
General Partner
3J2R Limited Partnership
/s/ Jeffrey J. Michael
---------------------------
Name: Jeffrey J. Michael
General Partner
