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): October 30, 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 October 30, 2003, The Middleby Corporation issued a press release announcing the payment of a $0.25 special dividend. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release dated October 30, 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 October 30, 2003 By: /s/ Timothy J. Fitzgerald ------------------------- Timothy J. Fitzgerald Vice President and Chief Financial Officer -2-
Exhibit 99.1 The Middleby Corporation Announces $0.25 Per Share Special Dividend ELGIN, Ill.--(BUSINESS WIRE)--Oct. 30, 2003--The Middleby Corporation (NASDAQ:MIDD), a global supplier of equipment to the foodservice industry, announced today that its Board of Directors has approved the payment of a $0.25 per common share special dividend to shareholders of record as of the close of business on November 12, 2003. The special dividend will be paid on or about December 19, 2003. The Company has approximately 9,038,000 common shares outstanding. Commenting on the Board's action, William F. Whitman, Jr., Chairman, said, "In light of the Company's recent earnings and strong cash flows the Board wanted shareholders to participate in the Company's progress." Shareholders may obtain additional information by contacting Mr. Martin Lindsay at The Middleby Corporation at (847) 429-7711. 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), Blodgett Range(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 David B. Baker, 847-429-7915 Timothy J. FitzGerald, 847-429-7744 Martin M. Lindsay, 847-429-7711