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 9, 2000

THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Item 5.   Other Events

On August 9, 2000, The Middleby Corporation prepaid in full an unsecured senior note obligation of $12.5 million. In addition, the Company repurchased the associated warrant that gave the noteholder the right to purchase 250,000 shares of common stock of the Company at an exercise price of $3 per share.

Net cash used to retire the remaining note obligation and the warrant totaled $13.9 million and included $12.5 million for principal repayment, $0.1 million for accrued interest, $0.9 million for retirement of the warrant and $0.4 million for the prepayment of the debt. The Company paid this amount out of its cash balances on hand.

Item 7.   Financial Statement and Exhibits

SIGNATURE

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.

Exhibit 4(a)

Common Stock Rights Agreement

Dated as of August 9, 2000

between

The Middleby Corporation

and

The Northwestern Mutual Life Insurance Company,

as Investor

Table of Contents

Common Stock Rights Agreement

     This Common Stock Rights Agreement is dated as of August 9, 2000 (this “Agreement”), and is between The Middleby Corporation, a Delaware corporation (the “Company”), and The Northwestern Mutual Life Insurance Company (together with and including any Affiliate to whom the foregoing may transfer all or any part of its right, title and interest hereunder, being referred to as the “Investor”).

Recitals:

     Whereas, Middleby Marshall Inc., a Delaware Corporation (“Middleby Marshall”) and Middleby Worldwide, Inc., a Florida corporation, formerly known as Asbury Associates, Inc. (“Middleby Worldwide,” Middleby Worldwide and Middleby Marshall being herein collectively referred to as the “Obligors”), and the Investor are parties to that certain Note Agreement dated as of January 1, 1995 (as the same was thereafter amended, modified or supplemented from time to time, the “Note Agreement”) pursuant to which the Investor agreed, upon the terms and conditions set forth in the Note Agreement, to purchase (a) the 10.99% Senior Secured Notes due January 10, 2003 of the Obligors in an aggregate principal amount not exceeding $15,000,000 (the “Notes”) and (b) the Warrant to purchase 250,000 shares of the Common Stock of the Company (the “Warrant”);

     Whereas, the Obligors wish to prepay the Notes in full and are permitted to do so pursuant to Section 2.2 of the Note Agreement, provided that the Obligors pay interest accrued to the date of prepayment and a premium equal to the Make-Whole Amount, provided, further, that the Obligors wish to prepay the Notes together with interest accrued thereon, but without premium, except as provided below;

     Whereas, the Company wishes to redeem the Warrant and shall remit to the Investor an amount equal to $1,300,000, such amount to constitute satisfaction of the premium due pursuant to Section 2.2 of the Note Agreement and the redemption price of the Warrant;

     Whereas, the Company will derive substantial direct and indirect benefit from the waiver as provided in Section 7 hereof by the Investor of its right to receive the Make-Whole Amount pursuant to said Section 2.2 in connection with the prepayment in full of the Notes by the Obligors and as an inducement to the Investor to waive such right the Company has agreed to execute and deliver this Agreement to the Investor;

     Whereas, capitalized terms used herein shall have the respective meanings assigned thereto in the Note Agreement, unless defined in Section 1 of this Agreement or the context shall otherwise require;

     Now, Therefore, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     Section 1. Definitions. When used herein, the following terms shall have the following meanings:

     Section 2. Change of Control Payment. The Company absolutely and unconditionally agrees that if a Change of Control shall for any reason whatsoever occur within one hundred eighty (180) days following the date of this Agreement, then, and in such event, the Company agrees within five (5) Business Days following the date of such Change of Control to notify the Investor of such fact in the manner provided in Section 13 hereof and concurrently therewith pay to the Investor, as the benefit of the bargain negotiated for pursuant to the Warrant, an amount which at the time of payment shall be legal tender for the payment of public and private debts equal to an amount calculated on a per share basis equal to the product derived by multiplying the amount by which the Voting Stock Purchase Price exceeds $8.00 times 250,000. In the event of a stock dividend, subdivision, combination, issuance of additional capital stock or Securities convertible into capital stock or any other like event involving the capital stock of the Company, then and in such event the formula for calculating the change of control payment pursuant to this Agreement shall be adjusted in accordance with customary financial practice to preserve the overall economic effect hereunder for the Investor.

     Section 3. Financial and Business Information. The Company shall cause the Obligors to continue to deliver to the Investor all information, reports and other financial data which would have been deliverable under clauses (a), (b) and (d) of Section 5.23 of the Note Agreement at the times when such items would have been deliverable had the Note Agreement remained in effect following the date hereof until this Agreement terminates in accordance with Section 8 hereof.

     Section 4. No Impairment or Amendment. The Company shall not by any action, including, without limitation, any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of Securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the

terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate to protect the rights of the Investor against impairment. Without limiting the generality of the foregoing, the Company will use its reasonable best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Agreement.

     Section 5. Interest; Indemnification. The Company agrees to indemnify, save and hold harmless the Investor from and against any and all liability, loss, cost, damage, reasonable attorneys’ and accountants’ fees and expenses, court costs and all other out-of-pocket expenses incurred in connection with or arising from a default hereunder or otherwise in connection with the Investor’s enforcing its rights under this Agreement. If the Company fails to pay when due and required to be paid hereunder any amounts payable under this Agreement, the Company shall pay to the Investor interest at the Overdue Rate after the occurrence and during the continuance of an event of default as applicable to such unpaid amounts for the period from the date when such amounts became due until paid in full.

     Section 6. Tax and Accounting Treatment. Within ninety (90) days following the date of this Agreement, the Company shall provide to the Investor a detailed written summary, in detail satisfactory to the Investor, describing the manner in which the Company plans to allocate, for tax and accounting purposes, the payment of $1,300,000 made pursuant to Section 7 hereof. The Company agrees to allocate such payment for all purposes, including the preparation of tax returns and the Company’s financial statements, in the manner set forth in said summary.

     Section 7. Exchange of Notes and Warrant. (a) On the date of this Agreement the Company shall (i) pay to the Investor (A) an amount equal to the outstanding principal amount of the Notes, together with accrued interest thereon to the date hereof, and (B) $1,300,000 in satisfaction of the premium due pursuant to Section 2.2 of the Note Agreement and the redemption price of the Warrant and (ii) agree to be bound by the terms and provisions set forth herein.

     (b) The Investor shall accept the payment and agreements described in subsection (a) in full satisfaction of the Notes and in exchange for the Warrant and shall promptly return to the Company the Notes and the Warrant originally issued to and held by such Investor.

     Section 8. Termination. Subject to compliance in full by the Company with the terms of this Agreement, this Agreement shall terminate upon the earlier of the indefeasible payment in full in cash of the Voting Stock Premium Amount and the close of business (CST) on February 9, 2001.

     Section 9. Parties. Whenever in this Agreement reference is made to any of the parties hereto, such reference shall be deemed to include, wherever applicable, a reference to the successors and assigns of the Company and the Investor. This Agreement shall be binding upon, and shall inure to the benefit of, the Company and the Investor and their respective successors and assigns. No assignment by the Company of any of its obligations hereunder shall relieve the Company of such obligations except to the extent actually performed by such assignee and no acceptance of any performance by any such assignee shall act as a waiver, notation or other release by the Investor of its rights hereunder against the Company with respect to any unperformed obligations of the Company hereunder.

     Section 10. Severability. Should any part of this Agreement for any reason be declared invalid or unenforceable, such decision shall not affect the validity or enforceability of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or unenforceable portion thereof eliminated and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid or unenforceable.

     Section 11. Governing Law. This Agreement shall be governed by and construed in accordance with Illinois law, including all matters of construction, validity and performance.

     Section 12. Section Headings. The section headings contained in this Agreement shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties.

     Section 13. Notices. Unless otherwise specifically provided herein, any notice or other communication required or permitted to be given shall be in writing addressed to the respective party as set forth below and delivered or mailed prepaid by registered or certified mail, or overnight air courier, or by facsimile communication.

     Notices shall be addressed as follows:

or to such other address as the party addressed shall have previously designated in written notice to the serving party, given in accordance with this Section 13. A notice not given as provided above shall, if it is in writing, be deemed given if and when actually received by the party to whom given.

     Section 14. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other understandings, oral or written, with respect to the subject matter hereof.

     Section 15. Representations and Warranties. The Company hereby represents and warrants to the Investor that:

     In Witness Whereof, this Agreement has been duly executed as of the day and year first above written.

Exhibit 99.1

THE MIDDLEBY CORPORATION REPORTS
PREPAYMENT OF NOTE OBLIGATION

Elgin, IL, August 17, 2000 — The Middleby Corporation (NASDAQ: MIDD), a global supplier of equipment to the foodservice industry, today reported that it has prepaid in full an unsecured senior note obligation of $12.5 million. In addition, the Company repurchased the associated warrant that gave the noteholder the right to purchase 250,000 shares of common stock of the Company at an exercise price of $3 per share.

Net cash used to retire the remaining note obligation and the warrant totaled $13.9 million and included $12.5 million for principal repayment, $0.1 million for accrued interest, $0.9 million for retirement of the warrant and $0.4 million for the prepayment of the debt. The Company paid this amount out of its cash balances on hand.

Commenting on the Company’s prepayment, David P. Riley, President and Chief Executive Officer, said, “The early payoff of this debt will benefit the Company’s financial performance in the future. We will recognize $0.2 million of after-tax cost associated with the prepayment as an expense in our fiscal third quarter but we will also see lower interest expense going forward. Additionally, the liquidation of the warrant eliminates the dilutive effect of those shares.”

Statements in this press release or otherwise attributable to the Company regarding the Company’s business which are not historical fact are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions investors that such statements are estimates of future performance and are highly dependent upon a variety of important factors that could cause actual results to differ materially from such statements. Such factors include, but are not limited to, quarterly variations in operating results; dependence on key customers; international exposure; foreign exchange and political risks affecting international sales; changing market conditions; the impact of competitive products and pricing; the timely development and market acceptance of the Company’s products; the availability and cost of raw materials; and other risks detailed herein and from time-to-time in the Company’s SEC filings, including those discussed under the heading entitled “Risk Factors” in the Company’s Registration Statement on Form S-2 (No. 333-35397) filed with the Securities and Exchange Commission.

The Middleby Corporation is a leader in the design, manufacture, marketing and service of a broad line of equipment used for cooking and preparation of food in commercial and institutional kitchens and restaurants throughout the world. The Company’s leading equipment brands include Middleby Marshall^®, Southbend ^®, and Toastmaster ^®. Middleby’s international subsidiary, Middleby Worldwide, is a leading exporter and distributor of foodservice equipment in the global marketplace and its international fabrication subsidiary, Middleby Philippines Corporation, is a leading supplier of specialty equipment in the Asian markets.

For further information about Middleby, visit the Company’s World Wide Web site,

http://www.middleby.com.