SEC Filing - The Middleby Corporation

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

THE MIDDLEBY CORPORATION
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(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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THE MIDDLEBY CORPORATION
---------------------------------------------

1400 TOASTMASTER DRIVE
ELGIN, ILLINOIS 60120

April 6, 1995

Notice of Annual Stockholders Meeting:

You are hereby notified that the Annual Meeting of Stockholders of The Middleby
Corporation (the "Company") will be held at the Company's offices located at
1400 Toastmaster Drive, Elgin, Illinois at 10:00 a.m. local time, on Thursday,
May 11, 1995, for the following purposes:

1. To elect seven directors to hold office until the 1996 Annual Meeting.

2. To consider a proposal to ratify the selection of Arthur Andersen LLP as
independent auditors of the Company for the fiscal year ending December 30,
1995.

3. To transact such other business as may properly come before the Meeting or
any adjournment thereof.

The Board of Directors has fixed the close of business on March 17, 1995 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting.

You are urged to attend the Meeting in person. Whether or not you expect to be
present in person at the Meeting, please date, sign and return the enclosed
proxy in the envelope provided.

By Order of the Board of Directors

JOHN J. HASTINGS
SECRETARY

THE MIDDLEBY CORPORATION
---------------------------------------------

1400 TOASTMASTER DRIVE
ELGIN, ILLINOIS 60120

1995 ANNUAL MEETING OF STOCKHOLDERS
MAY 11, 1995
PROXY STATEMENT
GENERAL

This Proxy Statement and the accompanying proxy are furnished to stockholders of
The Middleby Corporation (the "Company") in connection with the solicitation of
proxies by the Company's Board of Directors for use at the 1995 Annual Meeting
of Stockholders (the "Meeting") to be held at the Company's offices located at
1400 Toastmaster Drive, Elgin, Illinois, at 10:00 a.m. local time, on Thursday,
May 11, 1995, for the purposes set forth in the accompanying Notice of Meeting.
The Proxy Statement, the form of proxy included herewith and the Company's
Annual Report to Stockholders for the fiscal year ended December 31, 1994 are
being mailed to stockholders on or about April 6, 1995.

Stockholders of record at the close of business on March 17, 1995 are entitled
to notice of and to vote at the Meeting. On such date there were outstanding
8,378,113 shares of common stock (the "Common Stock"), par value $.01 per share.
The presence, in person or by proxy, of the holders of a majority of the shares
of Common Stock outstanding and entitled to vote at the Meeting is necessary to
constitute a quorum. In deciding all questions, each holder of Common Stock
shall be entitled to one vote, in person or by proxy, for each share held on the
record date.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by the
election inspector appointed for the Meeting and will determine whether or not a
quorum is present. The election inspectors will treat abstentions as shares that
are present and entitled to vote but as not voted for purposes of determining
the approval of any matter submitted to the shareholders for a vote. Abstentions
will have the same effect as negative votes. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.

Properly executed proxies will be voted in the manner directed by the
stockholders. If no direction is made, such proxies will be voted FOR the
election of all nominees named under the caption "Election of Directors" as set
forth therein as directors of the Company and FOR the ratification of the
selection of Arthur Andersen LLP as Independent Auditors. Any proxy may be
revoked by the stockholder at any time prior to the voting thereof by notice in
writing to the Secretary of the Company, either prior to the Meeting (at the
above address) or at the Meeting if the stockholder attends in person. A later
dated proxy will revoke a prior dated proxy. As of the date of this Proxy
Statement, the Board of Directors knows of no other business which will be
presented for consideration at the Meeting. If other proper matters are
presented to the Meeting, however, it is the intention of the proxy holders
named in the enclosed form of proxy to take such actions as shall be in
accordance with their best judgment.

The information contained in this Proxy Statement relating to the occupations
and security holdings of directors and officers of the Company and their
transactions with the Company is based upon information received from each
individual as of March 17, 1995.

HOLDINGS OF STOCKHOLDERS, DIRECTORS
AND EXECUTIVE OFFICERS

The following table sets forth, as of March 17, 1995, the name, address and
holdings of each person (including any "group" as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934) known by the Company to be the beneficial
owner of more than five percent of the Company's Common Stock, and the amount of
Common Stock beneficially owned by each of the directors and named executive
officers of the Company and by all directors and executive officers of the
Company as a group.

AMOUNT AND
NAME OF NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS

William F. Whitman, Jr. 2,165,271 shares (1) 25.8%
The Middleby Corporation
1400 Toastmaster Drive
Elgin, IL 60120

Robert R. Henry 1,845,144 shares (2) 22.0%
P.O. Box 115
Route 202
Linfield Farm
Far Hills, NJ 07931

David P. Riley 511,795 shares (3) 6.1%
The Middleby Corporation
1400 Toastmaster Drive
Elgin, IL 60120

American Trust PLC 500,000 shares 6.0%
4 Melville Crescent
Edinburgh EH3 7JB, Scotland

A. Don Lummus 199,850 shares (4) 2.4%

Sabin C. Streeter 30,750 shares (4) (6)

Newell Garfield, Jr. 27,250 shares (5) (6)

John R. Miller III 25,750 shares (4) (6)

Philip G. Putnam 2,250 shares (5) (6)

John J. Hastings 22,450 shares (7) (6)

All directors and executive 2,985,366 shares (1) 35.5%
officers of the Company (3)(4)(5)(7)(8)
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NOTES:

(1) Does not include 1,755,750 shares owned by the trusts described in Note (2)
below, as to which Mr. Whitman disclaims beneficial ownership.

(2) Includes 1,755,750 shares of Common Stock held by Mr. Henry as trustee
under trusts as follows: (a) 1,474,500 shares for the benefit of Mr.
Whitman's two adult children, W. Fifield Whitman III and Laura Whitman
Provost (437,250 shares owned by each of two trusts and 300,000 shares
owned by each of two other trusts), and (b) 281,250 shares for the benefit
of Mr. Whitman's wife. Mr. Henry disclaims beneficial ownership of these
shares.

(3) Includes 84,900 shares of Common Stock owned by trusts for the benefit of
Mr. Riley's two adult children and for which Mr. Riley and his wife serve
as trustees, but does not include 2,350 shares owned directly by Mr.
Riley's adult children. Mr. Riley disclaims beneficial ownership of all of
these shares. Also includes 173,670 shares of Common Stock held by Mr.
Riley's wife in trust. Mr. Riley inadvertently failed to timely file one
report covering one transaction required by Section 16(a) of the Securities
Exchange Act of 1934.

(4) Includes 750 shares of Common Stock deemed issued upon exercise of stock
options.

(5) Includes 2,250 shares of Common Stock deemed issued upon exercise of stock
options.

(6) Represents less than 1.0% of all common shares outstanding.

(7) Mr. Hastings, age 39, is Executive Vice President, Chief Financial Officer,
Secretary and Treasurer of the Company, and his holdings include 13,500
shares of Common Stock deemed issued upon exercise of stock options.

(8) It should be noted that Oscar Neal Asbury, Jr., a non-executive officer of
the Company, inadvertently failed to timely file one report covering one
transaction required by Section 16(a) of the Securities Exchange Act of
1934.

ELECTION OF DIRECTORS

Seven directors are to be elected by a plurality of the stockholder votes cast
at the Meeting, to serve until the 1996 Annual Meeting of Stockholders and until
their successors shall be elected and shall qualify. The following persons have
been nominated:

PRINCIPAL OCCUPATION(S) DIRECTOR OF
DURING PAST FIVE YEARS COMPANY OR
NAME AGE AND OTHER PUBLIC DIRECTORSHIPS PREDECESSOR SINCE

Newell Garfield, Jr. 71 Chairman of Newell Garfield & Co., Inc., a 1978
management consulting firm.
A. Don Lummus 59 Vice Chairman of Sasib Bakery North America, 1984
Inc. (formerly Stewart Systems, Inc. ),
manufacturer of automated bakery equipment,
since 1993. Prior thereto, Chairman,
President and Chief Executive Officer of
Stewart Systems, Inc.
John R. Miller III 54 President of Equal Opportunity Publications, 1978
Inc., publishers of special market career
and health care magazines. Director of First
National Bank of Long Island and its holding
company, the First of Long Island
Corporation.
Philip G. Putnam 54 Executive Vice President of American Asset 1978
Management Company, investment advisers.
David P. Riley 48 President and Chief Executive Officer of the 1984
Company and its principal subsidiary,
Middleby Marshall Inc. ("MM"). Director of
Zebra Technologies Corporation, an
industrial equipment manufacturer.

PRINCIPAL OCCUPATION(S) DIRECTOR OF
DURING PAST FIVE YEARS COMPANY OR
NAME AGE AND OTHER PUBLIC DIRECTORSHIPS PREDECESSOR SINCE

Sabin C. Streeter 53 Managing Director of Donaldson, Lufkin & 1987
Jenrette Securities Corp., investment
bankers, 1989 to 1990 and 1993 to the
present. Managing Director of Sprout Group,
a venture capital firm, 1991 to 1993.
Director of Oakwood Homes Corporation,
Parker/Hunter Incorporated and Fotoball
U.S.A., Inc.
William F. Whitman, Jr. 55 Chairman of the Board of the Company and MM. 1978

The Board of Directors knows of no reason why any of the foregoing nominees will
be unavailable to serve, but, in the event of any such unavailability, the
proxies received will be voted for such substitute nominees as the Board of
Directors may recommend.

COMMITTEES; BOARD MEETINGS

The Company has an Audit Committee composed of Messrs. Putnam (Chairman),
Garfield, Miller and Streeter. During the fiscal year ended December 31, 1994,
the Audit Committee met twice for the purposes of (i) approving the selection of
the Company's independent auditors; (ii) reviewing the arrangements and scope of
the audit; (iii) discussing matters of concern to the Committee and/ or the
Board of Directors with regard to the Company's financial statements or other
results of the audit; and (iv) reviewing the Company's internal accounting
procedures and controls and the activities and recommendations of the Company's
independent auditors.

The Company has a Compensation Committee composed of Messrs. Garfield
(Chairman), Lummus, Miller and Putnam. The Compensation Committee met once
during the fiscal year ended December 31, 1994. The function of the Compensation
Committee is to review and approve recommendations concerning the compensation
of the Chairman of the Board and the President and Chief Executive Officer of
the Company. The Company does not have a Nominating Committee.

The Board of Directors of the Company held five meetings during the fiscal year
ended December 31, 1994, and each director attended at least 75% of all Board
and applicable Committee meetings.

EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term
compensation for services to the Company in all capacities for the fiscal years
ending December 31, 1994 (the "1994 fiscal year"), January 1, 1994 (the "1993
fiscal year") and January 2, 1993 (the "1992 fiscal year"), received by those
persons who were, at December 31, 1994, (i) the chief executive officer and (ii)
the most highly compensated executive officers of the Company whose total annual
salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE

LONG TERM COMPENSATION AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION OPTIONS/ COMPENSATION
POSITION YEAR ($) ($)(1) ($)(2) SARS(#)(3) ($)

David P. Riley 1994 $ 170,000 $ 395,458 $ 35,000 0 $ 4,949
President and Chief 1993 $ 185,000 $ 244,320 $ 20,000 0 $ 1,937
Executive Officer 1992 $ 200,000 $ 161,900 $ 4,750 0 $ 5,198
William F. Whitman, 1994 $ 195,000 $ 395,458 $ 60,000 0 $ 4,949
Jr. 1993 $ 222,500 $ 244,320 $ 32,500 0 $ 2,030
Chairman of the Board 1992 $ 250,000 $ 161,900 $ 4,750 0 $ 5,198
John J. Hastings (4) 1994 $ 116,875 $ 98,486 $ 0 0 $ 3,482
Executive Vice 1993 $ 104,834 $ 25,000 $ 0 0 $ 2,475
President, Chief
Financial Officer,
Secretary and
Treasurer
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NOTES:

(1) Includes special bonuses awarded in 1994 to Mr. Riley and to Mr. Whitman in
the amount of $100,000 in connection with their efforts in obtaining a new
financing facility for the Company. Also, includes special bonuses awarded
in 1993 to Mr. Riley in the amount of $150,000, Mr. Whitman in the amount
of $150,000 and Mr. Hastings in the amount of $25,000 in connection with
their efforts in settling a litigation matter between the Company and
another party.

(2) Amounts for Mr. Riley represent director's fees. Mr. Riley also received in
1993 an advance of $30,000 for services to be rendered in 1994 on behalf of
subsidiaries of the Company. Amounts for Mr. Whitman represent director's
fees. Mr. Whitman also received in 1993 an advance of $55,000 for services
to be rendered in 1994 on behalf of subsidiaries of the Company.

(3) Represents options to purchase shares of the Company's Common Stock awarded
under the Company's Amended and Restated 1989 Stock Incentive Plan (the
"Stock Incentive Plan").

(4) Mr. Hastings was appointed to these positions on August 27, 1993. Prior
thereto and beginning in 1992, he served as Vice President and General
Manager of Middleby Cooking Systems Group. Between April 1991 and December
1991, Mr. Hastings was the Vice President and General Manager of MM.
Between November 1989 and March 1991, he served as the Vice President and
Corporate Controller of the Company, and from February 1987 through
November 1989, he was the Director of Finance of MM.

EMPLOYMENT AGREEMENTS

DAVID P. RILEY. The Company and MM entered into an employment agreement with
Mr. Riley dated as of January 1, 1988, as amended effective as of January 1,
1991, as amended June 17, 1993 and as authorized by the Board of Directors for
amendment on February 9, 1995. The employment agreement after such amendments
will provide for Mr. Riley to serve as President of the Company and President
and Chief Executive Officer of MM (or in such other executive capacities as the
Board of Directors of the Company and MM may designate) for a term ending
December 31, 2000, and for the payment of compensation to him at a minimum rate
of $300,000 per year. The agreement further provides that Mr. Riley shall be
entitled to one-half of the amounts credited to the Company's executive bonus
pool (i.e., 6% of the operating profits of MM, calculated prior to tax,
interest, corporate office, and other allocation charges). The agreement
contains provisions for termination in the event of death or disability, or for
cause, and for the payment of base salary (subject to adjustment) for certain
periods following termination of employment in certain events. The agreement
provides that after Mr. Riley's termination for any reason, it will pay Mr.
Riley or his designee retirement benefits in equal monthly installments
commencing on the first day of the month following the later to occur of (i) the
date of such termination of employment, or (ii) Mr. Riley's 55th birthday
(whether or not he is then living). Each monthly installment of retirement
benefits shall be in an amount (subject to consumer price index ("CPI")
adjustments) equal to one-twelfth (1/12) of certain percentages (ranging from
10% to 50%) of Mr. Riley's total compensation in effect during the last year of
his employment with the Company, depending on the date of termination of
employment. Retirement benefits will be paid to Mr. Riley for his life, or if he
dies before age 75, such benefits, reduced by 50%, will be paid to his spouse
until Mr. Riley would have attained age 75.

In addition, MM and the Company may terminate the agreement without cause upon
two years notice; further, Mr. Riley may terminate the agreement and continue to
receive his base salary (subject to adjustment) for two years (but not beyond
December 31, 2000) if the Company and MM relocate their executive offices
outside of the Chicago metropolitan area. If Mr. Riley voluntarily terminates
his employment for certain reasons, or if the Company terminates the agreement
for cause, then Mr. Riley may not compete with the Company or MM for a period of
two years following termination of his employment. Moreover, the agreement
extends to Mr. Riley rights similar to those extended to Mr. Whitman in the
event of a change in control of the Company.

If Mr. Riley remains a employee of the Company until the first to occur of (i)
Mr. Riley's 55th birthday, or (ii) Mr. Riley's death, the Company will maintain
for the continued benefit of Mr. Riley and his spouse after termination of Mr.
Riley's employment all health and medical plans and programs which the Company
maintains for its senior executives and their families.

WILLIAM F. WHITMAN, JR. The Company and MM entered into an employment agreement
with Mr. Whitman dated as of March 10, 1978, as amended in December 1983,
supplemented May 1984, as amended effective January 1, 1991, as amended June 17,
1993 and as authorized by the Board of Directors for amendment on February 9,
1995. The employment agreement after such amendments will provide, among other
things, for Mr. Whitman to serve as Chairman of the Board of Directors of the
Company and Chairman of the Board of MM for a term ending December 31, 2000 and
for a specified minimum amount of annual compensation. The agreement provides
that Mr. Whitman is to be entitled to a distribution equal to one-half of the
amounts credited to the Company's executive bonus pool, along with similar
distributions of any other bonus or similar program established by the Company
or MM. In addition, the employment agreement provides that Mr. Whitman shall be
entitled to certain retirement benefits in the event of Mr. Whitman's
termination of employment for any reason, including death or disability, such
payments to commence on the first day of the month following the date of such
termination of employment. Each monthly installment of retirement benefits shall
be in an amount (subject to CPI adjustments) equal to one-

twelfth (1/12) of 75% of Mr. Whitman's total compensation in effect during the
last year of his employment with the Company. Any such retirement benefits will
be reduced, commencing March 1, 2005, by the amount per month which Mr. Whitman
is entitled to receive under the Salaried Retirement Plan of the Company which
was terminated in 1982. Retirement benefits will be paid to Mr. Whitman for his
life, or if he dies before age 75, until he would have attained age 75.

The employment agreement gives both parties the right to terminate in the event
of a breach (willful breach, if the Company is terminating) of the obligations
of the other party under the agreement, with certain payments to Mr. Whitman in
certain events. The agreement may also be terminated by the Company at any time
without cause upon 90 days notice, such termination to be effective in two
years, but in such event Mr. Whitman would be entitled to salary and bonus for
such two year period. After termination for any reason except breach by the
Company or MM, the Company and MM may elect to pay Mr. Whitman his base salary
for an additional year, in which event Mr. Whitman may not compete with the
Company or MM for such period of time. Moreover, the agreement extends to Mr.
Whitman the right to terminate his employment at any time during a two-year
period following a change in control of the Company, and upon such termination
Mr. Whitman is entitled to receive as severance pay an amount equal to two years
of his base salary, all accrued but unpaid salary, all benefits under the
executive bonus pool and all retirement benefits under the agreement.

In addition, the Company maintains for the continued benefit of Mr. Whitman and
his spouse all health and medical plans and programs which the Company maintains
for its senior executives and their families. Mr. Whitman and his spouse are
entitled to such health and medical benefits for life.

PROFIT SHARING PLAN

The Company maintains a tax-qualified Profit Sharing and Savings Plan for those
of its employees and the employees of affiliated employers who are not union
employees, non-resident aliens or leased employees. Each eligible employee
becomes a participant upon employment. This Plan provides for an annual
contribution by the Company and affiliated companies in a discretionary amount.
The contribution is allocated to individual accounts of participants in
proportion to their compensation and is integrated with the applicable Social
Security taxable wage base. A participant's profit sharing account begins
vesting after 3 years of service with the Company and affiliated employers and
is fully vested after 7 years of service. A participant whose employment
terminates for reasons other than death, total disability or retirement on or
after attaining age 65 is entitled only to the vested portion of his account.
The Plan also permits participants to contribute to their own accounts on a
pre-tax basis by means of compensation reduction elections. The portion of a
participant's account that is attributable to compensation reduction
contributions is always 100% vested. The Plan also permits the Company and
affiliated employers to make discretionary matching contributions that are
allocated to participants as a uniform percentage of their compensation
reduction contributions for the same year. The portion of a participant's
account that is attributable to matching contributions is subject to the same
vesting rules that apply to that participant's profit sharing account.
Additionally, the Company may make matching contributions under the Savings
Plan. During the fiscal year ended December 31, 1994, the Company made Profit
Sharing Plan contributions of $300,000 and no matching contributions to the
Savings Plan. Aggregate contributions to executive officers in such fiscal year
totalled $13,380.

DIRECTORS' RETIREMENT PLAN

On November 2, 1994, the Board of Directors authorized the establishment of an
unfunded retirement plan for non-employee directors. The plan will provide for
an annual benefit upon retirement from the Board of Directors at age 70, equal
to 100% of the director's last annual retainer, payable on a quarterly basis for
a number of years equal to the director's years of service, up to a maximum of
10 years.

STOCK OPTION GRANTS

The following table sets forth certain information concerning individual grants
of stock options made during the fiscal year ended December 31, 1994 to each of
the named executive officers of the Company under the Company's Stock Incentive
Plan.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL
GRANTS POTENTIAL
REALIZABLE
VALUE
$ OF TOTAL AT ASSUMED
OPTIONS/ OPTIONS/ SARS ANNUAL RATE OF
SARS GRANTED TO EXERCISE OR STOCK PRICE
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION APPRECIATION
NAME (#) FISCAL YEAR PER SHARE ($) DATE FOR
OPTION TERM
10%($)
5%($)

David P. Riley 0 0 n/a n/a n/a n/a
William F. Whitman, Jr. 0 0 n/a n/a n/a n/a
John J. Hastings 3,000 (1) 5.9% $3.00(2) 12/31/1996 922 1,890
- - ---------------------------------------------------------------------------------------------

NOTES:
(1) Such options become exercisable in 33 1/3% increments based upon target
market prices of the Company's common stock.

(2) The exercise price was equal to 100% of the fair market value of the
Company's Common Stock as of the grant date.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table sets forth certain information concerning the exercise of
stock options during the fiscal year ended December 31, 1994 by each of the
named executive officers and the fiscal year end value of unexercised options
under the Stock Incentive Plan. Options awarded under the Stock Incentive Plan
become exercisable in 25% increments annually commencing one year after the
grant date.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END(#) AT FY-END($)

SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED UNEXERCISABLE UNEXERCISABLE

David P. Riley 0 n/a 0/0 n/a
William F. Whitman,
Jr. 0 n/a 0/0 n/a
John J. Hastings 0 n/a 13,500/5,500 32,563/7,500

STOCK PRICE PERFORMANCE GRAPH

The graph below compares five-year cumulative total return for a shareholder
investing $100 in the Company on December 31, 1989, with the Standard & Poor's
500 Composite Index, a performance indicator of the overall stock market, and
the American Stock Exchange Market Value Index, assuming reinvestment of
dividends. The Company does not believe it is feasible to provide a comparison
against a group of peer companies, as there is an insufficient number of other
similar publicly traded companies. Instead, the graph includes a comparison with
the American Stock Exchange Market Value Index which is a published index of
companies with market capitalization similar to the Company's. Such graph shall
not be deemed incorporated by reference by any general statement incorporating
by reference this Proxy Statement into any filing under the Securities Act of
1933 (the "1933 Act") or the Securities Exchange Act of 1934 (the "1934 Act"),
except to the extent the Company specifically incorporates the information
contained therein by reference, and shall not otherwise be deemed filed under
such Acts.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

1989 1990 1991 1992 1993 1994
---- ----- ------ ------ ------ ------

The Middleby Corporation 100 22.49 15.89 43.13 47.67 77.18
American Stock Exchange Index 100 81.51 104.51 105.62 126.23 114.73
S&P 500 Index 100 96.89 126.42 136.05 149.76 151.74

REPORT OF THE COMPENSATION COMMITTEE AND BOARD OF DIRECTORS

This Report of the Compensation Committee and Board of Directors shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the 1933 Act or under the
1934 Act except to the extent the Company specifically incorporates the
information contained herein by reference, and shall not otherwise be deemed
filed under such Acts.

The Compensation Committee reviews and approves recommendations concerning the
compensation of the Chairman and the President and Chief Executive Officer of
the Company. The full Board of Directors reviews the Company's operating profit
target levels and the bonus component of the compensation of executive officers
and senior managers of the Company other than the Chairman and the President and
Chief Executive Officer.

William F. Whitman, Jr., Chairman of the Board, and David P. Riley, President
and Chief Executive Officer, are employed by the Company pursuant to individual
employment agreements. These employment agreements are summarized elsewhere in
the Proxy Statement. Mr. Whitman's employment agreement establishes the
components of his compensation arrangement as a minimum base salary plus a bonus
based on Company performance as measured by a percentage of defined operating
profits. Mr. Riley's employment agreement also provides for a minimum base
salary plus a bonus identical to that of Mr. Whitman (i.e., based on Company
performance as measured by the same percentage of defined operating profits).
The current levels of base salary for Messrs. Whitman and Riley have been
determined on the basis of the value contributed by these individuals to the
longstanding operations of the Company and MM. The bonus formula for the
Chairman and the President and Chief Executive Officer was originally
established in 1978 and is directly related to the operating profits of the
Company. The Compensation Committee believes that such formula, as well as the
current levels of base salary with respect to such officers, provide fair
incentives without being unfair to stockholders.

The compensation of other executive officers and senior managers of the Company
are set at levels to be competitive with amounts paid to executive officers and
senior managers with comparable qualifications, experience and responsibilities
at other businesses of similar type or with similar market capitalization. Such
individuals receive a salary and also participate in an annual Management
Incentive Compensation Plan. The Plan provides for payment of bonuses determined
as a percentage of such participant's base salary depending on the achievement
of certain levels of operating profits, earnings before tax and/or return on
investment percentage. Target levels are set annually to be in line with the
Company's annual budget, and are presented by the President and Chief Executive
Officer to the Board of Directors for review and approval. In addition to the
foregoing, the full Board of Directors unanimously voted to award special
bonuses to Mr. Whitman and Mr. Riley in connection with their successful efforts
to obtain new financing for the Company.

The Board of Directors believes that options granted under the Company's Stock
Incentive Plan link the financial interests of management with those of the
stockholders. Grants during any fiscal year, including the fiscal year ended
December 31, 1994, are based on an individual's long-term contribution to the
operations of the Company and MM.

The Compensation Committee:
Newell Garfield, Jr., Chairman, A. Don
Lummus,
John R. Miller III and Philip G.
Putman

Other Directors:
William F. Whitman, Jr., David P.
Riley and Sabin C. Streeter

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee consists of Newell Garfield, Jr., A. Don Lummus, John
R. Miller III and Philip G. Putnam, all of whom are independent directors of the
Company and are neither officers of the Company nor affiliated with any
principal shareholder of the Company. William F. Whitman, Jr., the Chairman of
the Board, and David P. Riley, the President and Chief Executive Officer of the
Company, participate with the full board in reviewing and approving certain

components of compensation of other executive officers and senior managers.
Recommendations concerning the compensation of Messrs. Whitman and Riley,
however, are subject to the review and approval of the Compensation Committee.

DIRECTORS' COMPENSATION

Each director of the Company receives an annual fee of $8,000, and each director
who is not an officer of the Company receives a fee of $1,000 for each meeting
of the Board of Directors or committee thereof that he attends. Each director
who serves as a committee chair receives an additional fee of $2,000.

PROPOSAL TO RATIFY SELECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

The firm of Arthur Andersen LLP has audited the books and records of the Company
since its inception and the Board of Directors desires to continue the services
of this firm for the current fiscal year ending December 30, 1995. Accordingly,
the Board of Directors will recommend at the Meeting that the stockholders
ratify the appointment of the firm of Arthur Andersen LLP to audit the accounts
of the Company for the current fiscal year. Representatives of that firm are
expected to be present at the Meeting with the opportunity to make a statement
if they desire to do so and are expected to be available to respond to
appropriate questions.

THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE IN FAVOR OF RATIFICATION OF
THE SELECTION OF ARTHUR ANDERSEN LLP.

------------------------

MISCELLANEOUS

The Company's 1994 Annual Report to Stockholders is being mailed to stockholders
contemporaneously with this Proxy Statement.

COST OF SOLICITATION

All expenses incurred in the solicitation of proxies will be borne by the
Company. In addition to the use of the mails, proxies may be solicited on behalf
of the Company by directors, officers and employees of the Company or by
telephone or telecopy. The Company will reimburse brokers and others holding
Common Stock as nominees for their expenses in sending proxy material to the
beneficial owners of such Common Stock and obtaining their proxies.

PROPOSALS OF SECURITY HOLDERS

Proposals of security holders intended to be presented at the 1996 Annual
Meeting must be received by the Company for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting no later than December 9,
1995.

By order of the Board of Directors.

JOHN J. HASTINGS
SECRETARY

Dated: April 6, 1995

THE MIDDLEBY CORPORATION
1400 TOASTMASTER DRIVE
ELGIN, ILLINOIS 60120
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints William F. Whitman, Jr., David P. Riley and
John J. Hastings, and each of them, with full power of substitution, attorneys
and proxies to represent the undersigned at the 1995 Annual Meeting of
Stockholders of THE MIDDLEBY CORPORATION (the "Company") to be held at the
Company's offices located at 1400 Toastmaster Drive, Elgin, Illinois at 10:00
a.m. local time, on Thursday, May 11, 1995, or at any adjournment thereof, with
all power which the undersigned would possess if personally present, and to vote
all shares of stock of the Company which the undersigned may be entitled to vote
at said Meeting as follows:

1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below (unless name of nominee / / WITHHOLD AUTHORITY
is crossed out)
Newell Garfield, Jr. A. Don Lummus John R. Miller III Philip G. Putnam
David P. Riley Sabin C. Streeter William F. Whitman, Jr.
2. PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS
/ / FOR / / AGAINST / / ABSTAIN
3. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING (which the Board of Directors does
not know of prior to March 27, 1995)

Management recommends your vote FOR all proposals.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE. PLEASE SIGN ON THE REVERSE SIDE AND
RETURN PROMPTLY.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTORS AND FOR THE RATIFICATION
OF THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS, AND WILL CONFER
THE AUTHORITY IN PARAGRAPH 3.

Receipt is hereby acknowledged of the Notice of the Meeting and Proxy
Statement dated March , 1995, as well as a copy of the 1994 Annual Report to
Stockholders.
Dated: ________________________, 1995.

___________________________________
___________________________________
(SIGNATURE OF STOCKHOLDER)

WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE TITLE. EACH JOINT OWNER
IS REQUESTED TO SIGN. IF A
CORPORATION OR PARTNERSHIP, PLEASE
SIGN BY AN AUTHORIZED OFFICER OR
PARTNER. PLEASE SIGN IN THE SAME
MANNER AS YOUR CERTIFICATE(S) IS
(ARE) REGISTERED.

PLEASE COMPLETE, DATE, SIGN AND RETURN this proxy in the envelope provided.