-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0e8bo15tNEcllHKN7HapcYodoVd2rSPokcM7ycKpSAOaEsM+qO1t5MAr7gnFd23 I7G9Cq05FScrM9/jB5b68Q== 0001104659-02-004381.txt : 20020823 0001104659-02-004381.hdr.sgml : 20020823 20020823153807 ACCESSION NUMBER: 0001104659-02-004381 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020823 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHAEL FOODS INC /MN CENTRAL INDEX KEY: 0000768158 STANDARD INDUSTRIAL CLASSIFICATION: POULTRY SLAUGHTERING AND PROCESSING [2015] IRS NUMBER: 410498850 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15638 FILM NUMBER: 02747006 BUSINESS ADDRESS: STREET 1: 5353 WAYZATA BLVD STREET 2: PARK NATIONAL BANK BLDG STE 324 CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6125461500 MAIL ADDRESS: STREET 1: 610 PARK NATIONAL BANK BUILDING STREET 2: 5353 WAYZATA BOULEVARD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 FORMER COMPANY: FORMER CONFORMED NAME: NORTH STAR UNIVERSAL INC DATE OF NAME CHANGE: 19920703 8-K 1 j4899_8k.htm 8-K

 

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) August 23, 2002

 

MICHAEL FOODS, INC

(Exact name of registrant as specified in its charter)

 

 

MINNESOTA

(State or other jurisdiction of incorporation)

 

333-63722

 

41-0498850

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

401 CARLSON PARKWAY, SUITE 300

 

 

MINNETONKA, MINNESOTA

 

55305

(Address of principal executive offices)

 

(Zip Code)

 

(Registrant’s telephone number, including area code) (952) 258-4000

 

 

5353 WAYZATA BLVD., SUITE 324

MINNEAPOLIS, MINNESOTA  55416

(Former name or former address, if changed since last report)

 

 

 

 

Item 4. Changes To Registrant’s Certifying Accountant.

 

On August 23, 2002, Michael Foods, Inc., a Minnesota corporation (the “Company”), determined not to continue to engage Grant Thornton LLP (“Grant Thornton”) as its independent auditor and appointed PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”) as its new independent auditor for the fiscal year ending December 31, 2002.  This determination followed the decision of the Company’s Audit Committee, upon the recommendation of the Company’s equity sponsors, to seek proposals from other independent auditing firms to audit the Company’s financial statements for fiscal 2002.  The decision not to renew the engagement of Grant Thornton and to retain PricewaterhouseCoopers as the Company’s independent auditor for fiscal 2002 was approved by the Company’s Board of Directors upon the recommendation of the Audit Committee. The decision not to retain Grant Thornton is not a reflection of Grant Thornton’s capabilities or quality of service to the Company. Grant Thornton has provided quality service and demonstrated a high level of professionalism throughout their relationship with the Company.

 

Grant Thornton’s reports on the Company’s consolidated financial statements for each of the fiscal years ended December 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

 

During the fiscal years ended December 31, 2001 and December 31, 2000, and through the date of this Form 8-K, there were no disagreements with Grant Thornton on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Grant Thornton’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such years.  None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the Company’s two most recent fiscal years and the subsequent interim period through the date of this Form 8-K.

 

The Company provided Grant Thornton with a copy of the disclosures in the preceding paragraph. A letter from Grant Thornton to the Securities and Exchange Commission dated August 23, 2002 stating its agreement with these statements is attached as Exhibit 16.1.

 

During the fiscal years ended December 31, 2001 and 2000, and through the date of the Board’s decision to engage PricewaterhouseCoopers, the Company did not consult PricewaterhouseCoopers with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events described under Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 7. Financial Statements and Exhibits.

 

(c) Exhibits.

 

16.1 Letter from Grant Thornton LLP to the Securities and Exchange Commission dated August 23, 2002.

 

99.1 Michael Foods, Inc. news release dated August 23, 2002.

 

2

 

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.

 

Michael Foods, Inc.

 

Date: August 23, 2002

 

By:

/s/ John D. Reedy

Executive Vice President

 

 

3

 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

 

 

16.1

 

Letter from Grant Thornton LLP to the Securities and Exchange Commission dated August 23, 2002.

 

 

 

 

 

99.1

 

Michael Foods, Inc. news release dated August 23, 2002.

 

 

4

 EX-16.1 3 j4899_ex16d1.htm EX-16.1

EXHIBIT 16.1

 

August 23, 2002

 

 

Office of the Chief Accountant

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

 

Re:

Michael Foods, Inc.

 

File No. 333-63722

 

Dear Sir or Madam:

 

We have read Item 4 of the Form 8-K of Michael Foods, Inc. dated August 23,2002, and agree with the statements concerning our Firm contained therein.

 

 

Very truly yours,

 

/s/ Grant Thornton, LLP

 

Thomas C. Walters

Partner

 

 

Cc: John D. Reedy, Executive Vice President, CFO and Treasurer, Michael Foods, Inc.

 EX-99.1 4 j4899_ex99d1.htm EX-99.1

EXHIBIT 99.1

 

Michael Foods, Inc.

 

NEWS

 

Contact:

Mark D. Witmer

Assistant Treasurer

952-258-4906

 

For Immediate Release

 

Michael Foods Appoints PricewaterhouseCoopers LLP As Independent Accountant

 

MINNETONKA, August 23 — Michael Foods, Inc. today announced that its audit committee and board of directors have selected PricewaterhouseCoopers LLP as its independent accountant for 2002. PricewaterhouseCoopers LLP will replace Grant Thornton LLP as the independent auditor for the company. The decision to select PricewaterhouseCoopers LLP as the Company’s independent accountant was in-large part based upon their experience within the consumer products sector. The action was not the result of any disagreement between the company and Grant Thornton on any matter of accounting principles, practices or financial disclosure. Grant Thornton has provided quality service to the Company and demonstrated a high level of professionalism.

 

Michael Foods, Inc. is a diversified food processor and distributor with particular interests in egg products, refrigerated grocery products, specialty dairy products and refrigerated potato products.  Principal subsidiaries include M. G. Waldbaum Company, Papetti’s Hygrade Egg Products, Inc., Crystal Farms Refrigerated Distribution Company, Kohler Mix Specialties, Inc. and Northern Star Co.

 

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8-23-02

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