UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE MIDDLEBY CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
596278101
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(CUSIP Number)
Thomas C. Danziger
Danziger & Danziger
405 Park Avenue
New York, New York 10022
Telephone: (212) 754-7000
Copy to:
Timothy J. FitzGerald
The Middleby Corporation
1400 Toastmaster Drive
Elgin, Illinois 60120
Telephone: (847) 741-3300
December 23, 2004
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 2 Pages)
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*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 596278101 13D Page 2 of 2 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
W. FIFIELD WHITMAN III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |_|
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 542,094
OWNED BY ------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
542,094
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14 TYPE OF REPORTING PERSON
IN
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Introduction
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends the
Schedule 13D originally filed with the Securities and Exchange Commission on
August 28, 2000 (the "Original Schedule 13D"), by W. Fifield Whitman III (the
"Reporting Person").
Item 4. Purpose of the Transaction.
Item 4 of the Original Schedule 13D is hereby amended and restated in
its entirety as follows:
On December 23, 2004, the Reporting Person entered into a Stock
Repurchase Agreement (the "Stock Repurchase Agreement") by and among the
Company, the Reporting Person and the other stockholders party thereto. The
Stock Repurchase Agreement contains provisions regarding, among other things,
the acquisition, registration, disposition and voting of shares of common
stock of the Company, par value $0.01 per share (the "Common Stock"), as well
as certain provisions regarding the composition of the Company's board of
directors (the "Board"). In connection with the Stock Repurchase Agreement,
William F. Whitman, Jr., Laura B. Whitman and the Reporting Person resigned
from their positions as members of the Board. The Reporting Person intends to
sell some of his shares of Common Stock in an underwritten public offering
registered under the Securities Act of 1933, as amended (the "Securities
Act"). Except as disclosed in this Item 4, the Reporting Person does not have
any current plans or proposals which relate to or would result in any of the
events described in clauses (a) through (j) of the instructions to Item 4 of
Schedule 13D of the Act.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in
its entirety as follows:
(a) The aggregate number of shares of Common Stock that the Reporting
Person beneficially owns is 542,094, which constitute approximately 7.3% of
the outstanding shares of Common Stock.
(b) The Reporting Person has the sole power to vote or direct the
vote and to dispose or direct the disposition of 542,094 shares of Common
Stock. The Reporting Person does not have shared power to vote or direct the
vote or to dispose or direct the disposition of any other shares of Common
Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended and restated in
its entirety as follows:
The information set forth in Item 4 of this Amendment No. 1 is hereby
incorporated by reference.
Pursuant to the terms of the Stock Repurchase Agreement, the Company
has agreed to file a registration statement under the Securities Act with
respect to the sale of some or all of the shares of Common Stock held by the
Reporting Person in an underwritten public offering. In the event that the
Reporting Person decides not to proceed with this underwritten public
offering, the Reporting Person has the right, subject to certain conditions,
to require the Company to register his shares of Common Stock for sale in the
public markets on up to two additional occasions.
The Reporting Person has agreed to certain restrictions on his
ability to sell his shares of Common Stock in private transactions and to make
additional purchases of Common Stock. He has also agreed to certain
restrictions with respect to his ability to vote his shares of Common Stock.
References to, and descriptions of, the Stock Repurchase Agreement in
this Item 6 are qualified in their entirety by reference to the copy of the
Stock Repurchase Agreement which is filed as Exhibit 1 to this Amendment No. 1
and which are incorporated by reference in this Item 6 in its entirety where
such references and descriptions appear.
Item 7. Material to be Filed as Exhibits.
Exhibit No. Description
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1 Stock Repurchase Agreement, dated as of December 23, 2004,
by and among The Middleby Corporation, William F. Whitman,
Jr., Barbara K. Whitman , W. Fifield Whitman III, Laura B.
Whitman, the Barbara K. Whitman Irrevocable Trust, the
William F. Whitman, Jr. Irrevocable Trust, the Trust dated
December 21, 2003 F/B/O Barbara K. Whitman, the Trust
dated December 21, 2003 F/B/O Laura B. Whitman, the Trust
dated December 21, 2003 F/B/O William Fifield Whitman III,
the William F. Whitman, Jr. and Barbara K. Whitman
Charitable Remainder Trust and the W. F. Whitman Family
Foundation, incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K of The Middleby Corporation
filed on December 28, 2004
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: January 13, 2005
/s/ W. Fifield Whitman III
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W. Fifield Whitman III
Exhibit Index
Exhibit No. Description
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1 Stock Repurchase Agreement, dated as of December 23, 2004,
by and among The Middleby Corporation, William F. Whitman,
Jr., Barbara K. Whitman , W. Fifield Whitman III, Laura B.
Whitman, the Barbara K. Whitman Irrevocable Trust, the
William F. Whitman, Jr. Irrevocable Trust, the Trust dated
December 21, 2003 F/B/O Barbara K. Whitman, the Trust
dated December 21, 2003 F/B/O Laura B. Whitman, the Trust
dated December 21, 2003 F/B/O William Fifield Whitman III,
the William F. Whitman, Jr. and Barbara K. Whitman
Charitable Remainder Trust and the W. F. Whitman Family
Foundation, incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K of The Middleby Corporation
filed on December 28, 2004