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 4, 2003 THE MIDDLEBY CORPORATION (Exact Name of Registrant as Specified in its Charter) Commission File No. 1-9973 Delaware 36-3352497 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 1400 Toastmaster Drive, Elgin, Illinois 60120 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone No., including Area Code (847) 741-3300 ================================================================================ Item 5. Other Events On August 4, 2003, The Middleby Corporation issued a press release announcing an $11.0 million prepayment of notes due to Maytag Corporation. The press release is attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated August 4, 2003 of The Middleby Corporation. -1-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. THE MIDDLEBY CORPORATION ---------------------------- (Registrant) Date August 4, 2003 By: /s/ Timothy J. Fitzgerald ---------------------------- Timothy J. Fitzgerald Vice President and Chief Financial Officer -2-
Exhibit 99.1 The Middleby Corporation Announces $11 million Prepayment on Notes to Maytag ELGIN, Ill.--(BUSINESS WIRE)--Aug. 4, 2003--The Middleby Corporation (NASDAQ:MIDD), one of the world's leading manufacturers and marketers of restaurant and foodservice cooking equipment, today announced the prepayment of $11 million on notes due to Maytag Corporation. The note reduction included the repayment of $7.3 million in notes that had carried a 13.5% interest rate and $3.7 million in notes that had carried a 12.0% interest rate. The note repayment was funded from $5.6 million of borrowings under the company's revolving credit facility and $5.4 million of existing cash balances. Borrowings under the revolving credit facility are assessed interest at a floating rate of 3% above LIBOR, which is currently 1.1%. After reflecting the repayment, the notes due to Maytag have been reduced to $10.0 million, all which carry a 12.0% interest rate. Commenting on the note prepayment, Selim A. Bassoul, President and Chief Executive Officer, said "We are pleased to make this prepayment on the notes due to Maytag, which carry a high rate of interest. We remain focused on reducing our debt levels and anticipate further opportunity to make additional periodic prepayments on these notes during the balance of this year." 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 variability in financing costs; 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. 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 Blodgett(R), Blodgett Combi(R), CTX(R), MagiKitch'n(R), Middleby Marshall(R), Pitco Frialator(R), Southbend(R), and Toastmaster(R). Middleby's international subsidiary, Middleby Worldwide, is a leading exporter and distributor of foodservice equipment in the global marketplace and its international manufacturing 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. CONTACT: The Middleby Corporation Selim A. Bassoul, 847-429-7788 David B. Baker, 847-429-7915 Timothy J. FitzGerald, 847-429-7744