 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
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): October 10,
2003
 
MICHAEL FOODS, INC.
(Exact
name of registrant as specified in its charter)
 
  MINNESOTA

  333-63722

  41-0498850

  (State
  or other jurisdiction of

  (Commission
  File Number)

  (I.R.S.Employer

  incorporation
  or organization

  Identification
  No.)

  301 CARLSON PARKWAY

  SUITE 400

  MINNETONKA, MINNESOTA

  55305

  (Address
  of principal executive offices)

  (Zip
  Code)

(952) 258-4000
(Registrant’s
telephone number, including area code)
 
Item 5.    Other Events.
 
                On October 10, 2003, M-Foods Holdings, Inc., a
Delaware corporation and the parent holding company of Michael Foods, Inc.  (the “Company”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with THL Food Products Holding Co.,
a Delaware corporation (the “Buyer”), THL Food Products Co., a Delaware
corporation (the “Merger Sub”), M-Foods Investors, LLC, a Delaware limited
liability company, as representative for the stockholders of the Company, and
the stockholders of the Company. 
Pursuant to the Merger Agreement, Merger Sub will be merged with and
into the Company, and the Company will continue as the surviving corporation
and as a wholly owned subsidiary of Buyer (the “Merger”).  Buyer and Mergers Sub are affiliates of
Thomas H. Lee Partners.  The Company was
formed by an ownership group including senior management of Michael Foods,
Inc., Vestar Capital Partners, Goldner Hawn Johnson & Morrison and the
Michael family.  The consummation of the
Merger is contingent upon certain conditions as set forth in the Merger Agreement.
 
                The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by the terms
and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto
and is incorporated herein by reference. 
On October 13, 2003, Michael Foods, Inc., Vestar Capital Partners and
Thomas H. Lee Partners issued a joint press release announcing the execution of
the Merger Agreement.  The joint press
release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
 
Item 7.    Financial Statements and Exhibits.
 
(c)           Exhibits.
 
2.1           Agreement and Plan of Merger, dated as of October 10,
2003, by and among M-Foods Holdings, Inc., a Delaware corporation (the
“Company”), THL Food Products Holding Co., a Delaware corporation, THL Food
Products Co., a Delaware corporation, M-Foods Investors, LLC, a Delaware
limited liability company, as representative for the stockholders of the
Company, and the stockholders of the Company.
 
99.1         Joint press release of Michael Foods, Inc., Vestar Capital
Partners and Thomas H. Lee Partners, issued on October 13, 2003.
 
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, thereunto duly authorized.
 
  Date:  October 16, 2003

  MICHAEL FOODS, INC.

  By:

  /s/Gregg
  A. Ostrander

  Gregg A. Ostrander

  Its:

  Chairman, Chief Executive
  Officer and President

3

EXHIBIT
INDEX
 
  Exhibit Number

  Description of Exhibit

  2.1

  Agreement and Plan of Merger,
  dated as of October 10, 2003, by an among M-Foods Holdings, Inc., a Delaware
  corporation (the “Company”), THL Food Products Holding Co., a Delaware
  corporation, THL Food Products Co., a Delaware corporation, M-Foods
  Investors, LLC, a Delaware limited liability company, as representative for
  the stockholders of the Company, and the stockholders of the Company.

  99.1

  Joint press release of
  Michael Foods, Inc., Vestar Capital Partners and Thomas H. Lee Partners,
  issued on October 13, 2003.

4

301 CARLSON PARKWAY
SUITE 400
MINNETONKA, MINNESOTA		55305
(Address of principal executive offices)		(Zip Code)

MINNESOTA	333-63722	41-0498850
(State or other jurisdiction of	(Commission File Number)	(I.R.S.Employer
incorporation or organization		Identification No.)

Date: October 16, 2003	MICHAEL FOODS, INC.

	By:	/s/Gregg A. Ostrander
		Gregg A. Ostrander
		Its:	Chairman, Chief Executive Officer and President

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated as of October 10, 2003, by an among M-Foods Holdings, Inc., a Delaware corporation (the “Company”), THL Food Products Holding Co., a Delaware corporation, THL Food Products Co., a Delaware corporation, M-Foods Investors, LLC, a Delaware limited liability company, as representative for the stockholders of the Company, and the stockholders of the Company.

99.1		Joint press release of Michael Foods, Inc., Vestar Capital Partners and Thomas H. Lee Partners, issued on October 13, 2003.

MICHAEL FOODS INC /MN 8-K