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): May 12, 2006
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 7.01 Regulation FD Disclosure.
On May 12, 2006, The Middleby Corporation issued a press release,
attached hereto as Exhibit 99.1 and hereby incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------------------------------------------------------
Exhibit 99.1 The Middleby Corporation press release dated May 12, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE MIDDLEBY CORPORATION
Dated: May 12, 2006 By: /s/ Timothy J. FitzGerald
-------------------------------
Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
- ----------- -----------------------------------------------------------
Exhibit 99.1 The Middleby Corporation press release dated May 12, 2006
Exhibit 99.1
THE MIDDLEBY CORPORATION
________________________________________________________________________________
1400 Toastmaster Drive, Elgin, Illinois 60120 o(847)741-3300 oFax(847) 741-1689
FOR IMMEDIATE RELEASE - 12 May 2006
Announcement Pursuant to Rule 2.4 of the UK City Code on Takeovers and Mergers
(the "City Code")
ELGIN, Ill.--(BUSINESS WIRE)--May 12, 2006--Middleby (NASDAQ:MIDD - News)
Middleby notes the recent rise in the Enodis share price. As required by Rule
2.4 of the City Code, Middleby confirms that it had approached the board with
regards to a possible offer for Enodis and requested a meeting. Following
Enodis' declining to meet, Middleby has today written to Enodis to reconfirm
its continued desire to meet to discuss a strategic transaction.
Middleby is currently considering its position in respect of Enodis and one
option includes making a formal offer. Middleby frequently reviews potential
acquisition opportunities. This is a required announcement that does not
represent a change in Middleby's normal policy of not commenting on acquisition
speculation.
There is no certainty that an offer will be made nor as to the terms on which
any offer would be made.
Any proposal to be made to Enodis, and any potential offer by Middleby for
Enodis, is subject to the UK City Code on Takeovers and Mergers (the "City
Code").
As a result, any person who, alone or acting together with any other person(s)
pursuant to an agreement or understanding (whether formal or informal) to
acquire or control "relevant securities" (within the definition set out in the
City Code) of Enodis or of Middleby, owns or controls, or becomes the owner or
controller, directly or indirectly , of one per cent. or more of any class of
relevant securities of Enodis or of Middleby is generally required under the
provisions of Rule 8 of the City Code to notify a regulatory information
service and the Panel on Takeovers and Mergers (the "Takeover Panel") by not
later than 12:00 noon on the business day following the date of the transaction
of every dealing in such relevant securities during the period from the date of
any possible offer announcement to the date on which any offer becomes or is
declared unconditional as to acceptances or lapses or is withdrawn. A copy of
such notification on the appropriate form should be faxed to the Takeover Panel
by that time on + 44 (0)20 7236 7013 or e-mailed to: monitoring
@disclosure.org.uk. In the event of any doubt as to the application of these
requirements, the Panel should be consulted on + 44 (0)20 7638 0129. Dealings
by Middleby, Enodis or their respective associates (within the definition set
out in the City Code) in any class of relevant securities of Enodis or Middleby
referable thereto until the end of such period should also be disclosed.
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
volatility in earnings resulting from goodwill impairment losses; variability
in financing costs; quarterly variations in operating results; dependence on
key customers; international exposure; foreign exchange and political risks
affecting international sales; protection of trademarks, copyrights and other
intellectual property; 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.
Enquiries:
Banc of America Securities - financial adviser to Middleby
Paul Mullins, Managing Director Tel: +44 (0)20 7174 5343
Geoff Iles, Associate Tel: +44 (0)20 7174 4522