8-K

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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): December 23, 2004

                            THE MIDDLEBY CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                  1-9973                 36-3352497
  (State or Other Jurisdiction     (Commission             (IRS Employer
        of Incorporation)          File Number)           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 December 23, 2004, The Middleby Corporation (the "Company") issued a
press release announcing that it had repurchased 1,808,774 shares of its common
stock and 271,000 options from William F. Whitman, Jr., the Chairman of the
Company's board of directors ("WFW, Jr."), members of his family and trusts
controlled by his family (collectively, the "Whitmans") pursuant to the terms of
a Stock Repurchase Agreement, dated December 23, 2004, by and among the Company
and the Whitmans. The Company also announced that WFW, Jr. retired from his
position as Chairman and Selim A. Bassoul, the Company's President and Chief
Executive Officer, assumed the additional post of Chairman. A copy of the press
release, attached hereto as Exhibit 99, is being furnished pursuant to
Regulation FD and is incorporated by reference herein.


Item 9.01.     Financial Statements and Exhibits.

               (c)   Exhibits.

Exhibit No.    Description
- -----------    -----------------------------------------------------------------

Exhibit 99     Press Release issued by The Middleby Corporation on December 23,
               2004.








                                   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: December 23, 2004                 By: /s/ Timothy J. FitzGerald
                                             -----------------------------------
                                             Timothy J. FitzGerald
                                             Vice President and Chief Financial
                                             Officer







Exhibit No.    Description
- -----------    -----------------------------------------------------------------

Exhibit 99     Press Release issued by The Middleby Corporation on December 23,
               2004.

EX-99

                                                                      EXHIBIT 99

 The Middleby Corporation Repurchases Shares from the Whitman Family;
  William F. Whitman, Jr. to Retire as Chairman and Selim A. Bassoul
               to Assume the Additional Post of Chairman

    ELGIN, Ill.--(BUSINESS WIRE)--Dec. 23, 2004--The Middleby
Corporation (NASDAQ:MIDD) (the "Company" or "Middleby") announced
today that it has repurchased 1,808,774 shares of its common stock and
271,000 options from William F. Whitman, Jr., the Chairman of the
Company's board of directors, members of his family and trusts
controlled by his family (collectively, the "Whitmans") in a private
transaction for a total aggregate purchase price of $83,974,578 in
cash. The repurchased shares represented approximately 19.6% of the
Company's 9,251,474 outstanding shares and were repurchased at a price
of $42 per share, which represents a 12.8% discount to the closing
market price of $48.19 of the Company's common stock on December 23,
2004 and a 21.7% discount from the $53.64 average closing price over
the thirty trading days prior to the repurchase. The options were
purchased at a price equal to the difference between $42 and the
exercise price of the option.
    The Company financed the share repurchase with borrowings under a
$160 million senior bank facility that was established in connection
with this transaction. The newly established senior bank facility
provides for $70 million in term loan borrowings and $90 million of
borrowing availability under a revolving credit facility. As of
December 23, 2004 the Company had $123.3 million of total outstanding
debt, after giving effect to the borrowings incurred to fund the share
repurchase, and expects to fund approximately $8 million of additional
costs related to the transaction.
    William F. Whitman, Jr., who will turn 65 in February, has retired
from his post as Chairman of the Board after 26 years. In addition,
Laura B. Whitman, W. Fifield Whitman, and Robert R. Henry have
resigned as Directors of the Company.
    The transaction was negotiated and approved by a special committee
of the Company's board of directors consisting of all of its
independent directors. The special committee retained independent
legal and financial advisors to assist in the evaluation and
negotiation of the transaction. Lehman Brothers Inc., the independent
financial advisor to the special committee, rendered a fairness
opinion to the special committee stating that, from a financial point
of view, the consideration being paid by the Company to the Whitmans
in the stock repurchase transaction is fair to the Company.
    The Company expects the repurchase of shares, which reduces the
number of outstanding shares of the Company to approximately 7.4
million, to be accretive to the Company's 2005 earnings per share. For
financial reporting purposes, in the fourth quarter of 2004, the
Company expects to record a pretax charge in the range of $13 to $16
million, which will include $8.0 million associated with the
repurchase of stock options from the Whitmans that will be reflected
as compensation expense for financial reporting purposes, $1.2 million
associated with the write-off of deferred financing costs related to
the Company's previous bank facility that was refinanced as a result
of the transaction, an estimated $3.0 million of expense associated
with a pension settlement for William F. Whitman Jr., an estimated
$2.5 million of the investment banking and legal fees, and various
other costs associated with the transaction. These charges are
anticipated to be deductible for tax purposes.
    In addition, the Company agreed to file a registration statement
under the Securities Act of 1933, as amended, with the Securities and
Exchange Commission to permit the Whitmans to sell their remaining
1,849,218 shares of the Company's common stock pursuant to a
registered underwritten public offering.
    The Company also announced that it has entered into a new
seven-year employment agreement with Selim A. Bassoul under which he
will serve as the new Chairman of the board of directors and will
continue to serve as President and Chief Executive Officer of the
Company. The employment agreement was approved by all of the
independent directors on the Company's board, including all of the
members of the Company's Compensation Committee. The key members of
the management team will remain and continue to serve the Company in
their existing capacities.
    Don Lummus, Chairman of Middleby's special committee commented,
"The Company was pleased to repurchase these shares from the Whitman
family. This transaction provided us with the opportunity to
repurchase our stock at a significant discount to market value, while
allowing the Whitman family to liquidate a large block of stock in an
orderly fashion. Our healthy balance sheet and strong cash flows have
enabled us to fund this transaction entirely with senior bank debt,
while providing for financial flexibility to invest and to continue to
grow our business. We believe that the repurchase of our shares at
this price will provide a sound long-term return to our shareholders."
    Mr. Lummus continued, "The Company will also assist the Whitmans
in the sale of their remaining shares in an underwritten offering,
which will increase the number of shares available to the public."
    The Company will file a Current Report on Form 8-K reporting the
transaction, to which a copy of the stock repurchase agreement, the
amended and restated credit facility and new employment agreement with
Mr. Bassoul will be filed as exhibits. The description of these
agreements contained in this press release is qualified in its
entirety by reference to the terms of such agreements.
    A conference call will be held at 10:30 a.m. Eastern time on
Wednesday, December 29 and can be accessed by dialing (800) 367-5339
and providing conference code 3103057. A webcast of the conference
call can be accessed through investor services at www.middleby.com. A
replay of the call will be available approximately two hours after its
completion and can be accessed by calling (800) 642-1687 and providing
code 3103057. A transcript of the call will be posted on the Company's
website.

    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.
    This press release shall not constitute an offer of securities or
the solicitation of an offer to purchase securities. Any offer will be
made only by the prospectus to be included in the registration
statement after it has become effective or pursuant to an exemption
from the registration requirements of the federal securities laws.
This press release is being issued pursuant to and in accordance with
Rule 135 under the U.S. Securities Act of 1933, as amended.

    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 cooking and food
preparation 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. Middleby's
international manufacturing subsidiary, Middleby Philippines
Corporation, is a leading supplier of specialty equipment in the Asian
markets.
    For further information about Middleby, visit www.middleby.com.

    CONTACT: The Middleby Corporation
             Darcy Bretz, 847-429-7756
             or
             Timothy FitzGerald, 847-429-7744