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UNITED STATES
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): February 15, 2005
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9973 36-3352497
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1400 Toastmaster Drive, Elgin, Illinois 60120
(Address of Principal Executive Offices) (Zip Code)
(847) 741-3300
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to the terms of the Stock Repurchase Agreement,
dated December 23, 2004, by and among the Company, William F. Whitman, Jr.,
the former Chairman of the Company's board of directors ("Mr. Whitman"),
members of his family and trusts controlled by his family, the Company and Mr.
Whitman entered into a letter agreement, dated February 15, 2005 (the "Letter
Agreement"), whereby the Company agreed to pay to Mr. Whitman a lump sum in
the amount of $7,500,000 in full and final satisfaction of the Company's
obligations to fund Mr. Whitman's monthly pension benefits.
A copy of the Letter Agreement is attached hereto as Exhibit
10.1. The description of the Letter Agreement in this Current Report on Form
8-K is qualified in its entirety by reference to the complete copy of the
agreement attached hereto as an exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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Exhibit 10.1 Letter Agreement, dated February 15, 2005, by and between The
Middleby Corporation and William F. Whitman, Jr.
SIGNATURES
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 hereunto duly authorized.
THE MIDDLEBY CORPORATION
Dated: February 18, 2005 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President and Chief
Financial Officer
Exhibit No. Description
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Exhibit 10.1 Letter Agreement, dated February 15, 2005, by and between The
Middleby Corporation and William F. Whitman, Jr.
EXHIBIT 10.1
THE MIDDLEBY CORPORATION
1400 Toastmaster Drive
Elgin, Illinois 60120
February 15, 2005
William F. Whitman, Jr.
8050 Southeast S.E. Little Harbour Drive, H-7
Hobe Sound, Florida 33455
Mr. Whitman:
Reference is made to that certain Stock Repurchase Agreement,
dated as of December 23, 2004 (the "Agreement"), by and among The Middleby
Corporation (the "Company"), you and the other parties signatory thereto.
You hereby agree that, pursuant to Section 6.3(a) of the
Agreement, the payment by the Company to you in the amount of $7,500,000 by
wire transfer of immediately available funds shall constitute the full and
final satisfaction of the Company's obligations to fund the monthly pension
benefits described in Section 7(a) of the Amended and Restated Employment
Agreement of William F. Whitman, Jr., dated January 1, 1995, as amended (the
"Monthly Pension Benefits"). Upon receipt of the foregoing amount, you also
hereby agree to release absolutely and forever discharge the Company and each
of its affiliated companies from and against all obligations to provide the
Monthly Pension Benefits.
Except as expressly set forth herein, this letter shall not, by
implication or otherwise, alter, modify, amend or in any way affect any of the
terms, conditions, obligations or agreements contained in the Agreement, and
the Agreement is hereby ratified and confirmed and shall remain in full force
and effect in accordance with its terms.
This letter agreement and any dispute arising in connection
therewith will be governed by and construed under the law of the State of
Delaware without regard to conflicts-of-laws principles that would require the
application of any other law. This letter agreement may be executed in any
number of counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original,
but all of which taken together shall constitute one and the same instrument,
and/or by facsimile.
Please indicate your agreement to the foregoing by signing in the
space provided below and returning an executed copy of this letter to the
undersigned. Promptly upon execution of this letter agreement by the parties,
the Company agrees to make the payment to you described in the second
paragraph hereof in accordance with the terms of such paragraph.
Very truly yours,
THE MIDDLEBY CORPORATION
By: /s/ Timothy J. FitzGerald
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Name: Chief Financial Officer
Title: February 15, 2005
Agreed to and accepted as of
the date first written above:
/s/ William F. Whitman, Jr.
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WILLIAM F. WHITMAN, JR., individually
February 15, 2005