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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2007
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 August 3, 2007, The Middleby Corporation issued a press release
announcing it acquired the assets of Wells Bloomfield from Carrier Commercial
Refrigeration, Inc., a unit of United Technologies Corporation (NYSE: UTX), for
$29 million in cash, subject to a post-close working capital adjustment. A copy
of that press release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
The information furnished pursuant to this Current Report on Form 8-K
(including the exhibit hereto) shall not be considered "filed" under the
Securities Exchange Act of 1934, as amended, nor shall it be incorporated by
reference into future filings by the Company under the Securities Act of 1933,
as amended, or under the Securities Exchange Act of 1934, as amended, unless the
Company expressly sets forth in such future filing that such information is to
be considered "filed" or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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Exhibit 99.1 Press release dated August 3, 2007 of The Middleby Corporation.
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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: August 3, 2007 By: /s/ Timothy J. FitzGerald
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Timothy J. FitzGerald
Vice President and
Chief Financial Officer
Exhibit Index
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Exhibit No. Description
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Exhibit 99.1 Press release dated August 3, 2007 of The Middleby Corporation.
Exhibit 99.1
The Middleby Corporation Acquires Wells Bloomfield
ELGIN, Ill.--(BUSINESS WIRE)--Aug. 3, 2007--The Middleby
Corporation (NASDAQ:MIDD) today announced it has acquired the assets
of Wells Bloomfield from Carrier Commercial Refrigeration, Inc., a
subsidiary of Carrier Corporation, which is a unit of United
Technologies Corporation (NYSE: UTX). The assets of the combined Wells
Bloomfield entity were acquired for $29 million in cash, subject to a
post-close working capital adjustment. Wells is a recognized leader in
holding and cooking equipment, including warming systems, fryers,
convection ovens, counterline cooking equipment and ventless cooking
systems. Bloomfield is a leader in beverage systems, including coffee
brewers, tea brewers, and beverage dispensing equipment. The combined
operations are headquartered in Verdi, Nevada and have annual revenues
of approximately $50 million.
"We are very excited to announce the addition of these two
industry leading brands to our portfolio. The Wells and Bloomfield
brands have a strong presence with the major restaurant chains and
enable Middleby to continue to build its market positions across the
commercial foodservice segment," commented Chairman and Chief
Executive Officer, Selim A. Bassoul. "Wells is recognized as the
leader in food warming systems and is also well positioned to take
advantage of the growing demand for ventless cooking solutions. The
addition of Bloomfield provides Middleby with an entry into the fast
growing beverage market. Our restaurant chain customers have expanded
their beverage programs to satisfy increased consumer demand for
coffee, tea and specialty drinks. The acquisition of Bloomfield allows
Middleby to take advantage of this growing trend. We anticipate this
acquisition will be accretive to earnings in 2008."
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 global leader in the foodservice
equipment industry. The company develops, manufactures, markets and
services a broad line of equipment used for commercial food cooking,
preparation and processing. The company's leading equipment brands
serving the commercial foodservice industry include Blodgett(R),
Blodgett Combi(R), Blodgett Range(R), Bloomfield(R), Carter
Hoffmann(R), CTX(R), Houno(R), Jade(R), MagiKitch'n(R), Middleby
Marshall(R), Nu-Vu(R), Pitco Frialator(R), Southbend(R),
Toastmaster(R) and Wells(R). The company's leading equipment brands
serving the food processing industry include Alkar(R), MP
Equipment(R), and RapidPak(R). The Middleby Corporation was recognized
by Business Week as one of the Top 100 Hot Growth Companies of 2007,
by Crain's Chicago Business as one of the Fastest 50 Growth Companies
in 2007, and by Forbes as one of the Best Small Companies in 2006.
Carrier Corporation, a unit of United Technologies Corp. (NYSE:
UTX), is the world's largest provider of heating, air-conditioning,
and refrigeration solutions.
For more information about The Middleby Corporation and the
company brands, please visit www.middleby.com.
CONTACT: The Middleby Corporation
Darcy Bretz, Investor and Public Relations
(847) 429-7756
or
Tim Fitzgerald, Chief Financial Officer
(847) 429-7744