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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 1996
MICHAEL FOODS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15568 41-1579532
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
324 PARK NATIONAL BANK BUILDING
5353 WAYZATA BOULEVARD
MINNEAPOLIS, MINNESOTA 55416
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(Address of principal executive offices) (Zip Code)
(612) 546-1500
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 23, 1996, Michael Foods, Inc., a Delaware corporation, and
North Star Universal, Inc. issued a joint news release discussing their election
to proceed with the merger of the companies based upon the receipt of a mutually
acceptable opinion of certified public accountants as to the tax consequences of
the transaction.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number Description
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99 Press release of Michael Foods, Inc.,
issued December 23, 1996,
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 26, 1996
MICHAEL FOODS, INC.
By: /s/ John D. Reedy
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John D. Reedy, Vice President-Finance,
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
Exhibit Number Description Page
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99 Press release of Michael Foods, Inc., issued
December 23, 1996.
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EXHIBIT 99
Contact: Peter E. Flynn, Executive Vice President, North Star Universal, Inc.
(612) 941-3200
Contact: Mark D. Witmer, Assistant Treasurer, Michael Foods, Inc.
(612) 546-1500
FOR IMMEDIATE RELEASE
MICHAEL FOODS AND NORTH STAR UNIVERSAL TO CLOSE MERGER BASED ON TAX OPINION
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MINNEAPOLIS, December 23 -- Michael Foods, Inc. ("MFI") (Nasdaq\NMS:MIKL) and
North Star Universal, Inc. ("NSU") (Nasdaq\NMS:NSRU) jointly announced today
that due to continuing delays with the Internal Revenue Service ("IRS"), they
have elected to proceed with the merger of the companies based upon the receipt
of a mutually acceptable opinion of certified public accountants as to the tax
consequences of the transactions. As a result, the parties will withdraw a
revenue ruling request that was filed nearly one year ago with the IRS. In a
recent meeting with the IRS, the companies learned that it could take another
six months, or longer, for the IRS to complete the ruling request process.
It is expected that the tax opinion will be obtained in early 1997 and that the
transactions affecting the merger of the companies will close in the first
quarter of 1997, pending stockholder approvals and other closing conditions.
Both MFI and NSU are holding stockholder meetings on December 30, 1996.
As background, MFI and NSU previously announced that they had entered into an
agreement which provides for a series of transactions. First, MFI will purchase
and retire a portion of NSU's stock holdings in MFI by assuming NSU's net
outstanding debt. NSU's remaining MFI stock holdings will be allocated pro rata
to NSU's shareholders. The repurchase transaction will be accomplished through
a business combination of MFI and NSU. In conjunction with this, ENStar Inc., a
wholly-owned subsidiary of NSU, will hold NSU's non-food assets, including its
computer networking companies, Americable, Inc. and Transition Networks, and an
equity holding in CorVel Corporation. In the second part of the series of
transactions, shares of ENStar Inc. will be spun-off to NSU's shareholders and
will be publicly traded after the spin-off. The tax opinion will relate to the
tax-free nature of the business combination and spin-off.
Michael Foods, Inc. is a diversified food processor and distributor with
particular interests in egg products, refrigerated grocery products, frozen and
refrigerated potato products and specialty dairy products. Principal
subsidiaries include M. G. Waldbaum Company, Crystal Farms Refrigerated
Distribution Company, Northern Star Co. and Kohler Mix Specialties, Inc.
North Star's direct and indirect wholly-owned subsidiaries include Americable,
Inc. and Transition Networks, Inc. Americable is a provider of connectivity
and networking products and services. Transition Networks designs,
manufactures and markets connectivity devices used in local area network
("LAN") applications. North Star also owns a 38% interest in Michael Foods,
Inc. and 26% interest in CorVel Corporation.
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12-23-96
