8-K/A 1 a2040985z8-ka.txt FORM 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A Amendment No. 1 to Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2001 MICHAEL FOODS, INC. (Exact name of registrant as specified in its charter) MINNESOTA 0-15638 41-0498850 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization Identification No.) 5353 WAYZATA BOULEVARD, SUITE 324 MINNEAPOLIS, MINNESOTA 55416 (Address of principal executive offices) (Zip Code) (952) 546-1500 (Registrant's telephone number, including area code) Item 5. OTHER EVENTS. This Form 8-K/A is filed as an amendment to the Current Report on Form 8-K filed by Michael Foods, Inc., a Minnesota corporation (the "Company") on December 22, 2000 in connection with the announcement on December 21, 2000 that the Company signed an Agreement and Plan of Merger (the "Merger Agreement") among the Company, M-Foods Holdings, Inc. and Michael Foods Acquisition Corp.(f/k/a Protein Acquisition Corp.), pursuant to which the parties will effect a business combination through a merger of Michael Foods Acquisition Corp. with and into the Company (the "Merger"). On March 6, 2001, the Merger Agreement was amended to address certain mechanical issues regarding the payment, if any, of the termination fee and expense payment referred to in the Merger Agreement. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following material is filed as an exhibit to this Form 8-K/A, Amendment No. 1 to the Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 previously filed on December 22, 2000: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT -------------- ---------------------- 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of March 6, 2001, by and among M-Foods Holdings Inc., Michael Foods Acquisition Corp. (f/k/a Protein Acquisition Corp.) and Michael Foods, Inc. 3 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on it behalf by the undersigned, thereunto duly authorized. Date: March 8, 2001 MICHAEL FOODS, INC. By: /s/ Gregg A. Ostrander ----------------------------------------- Gregg A. Ostrander Its: Chairman, Chief Executive Officer and President 4 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF EXHIBIT -------------- ---------------------- 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of March 6, 2001, by and among M-Foods Holdings Inc., Michael Foods Acquisition Corp. (f/k/a Protein Acquisition Corp.) and Michael Foods, Inc. 5