-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A2QNksZ7UU9Y9jH1pUE738L/tXfTaKCiO4anQaP6o79LJ/+B6TqYKdIryO4xzSnQ iJMmHf0R0Wdrz6QQQidLEA== 0001157523-07-007824.txt : 20070803 0001157523-07-007824.hdr.sgml : 20070803 20070803170455 ACCESSION NUMBER: 0001157523-07-007824 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070803 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY CORP CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09973 FILM NUMBER: 071024737 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 8-K 1 a5464421.txt THE MIDDLEBY CORPORATION 8-K ================================================================================ 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 - ----------- ---------------------------------------------------------------- Exhibit 99.1 Press release dated August 3, 2007 of The Middleby Corporation. - -------------------------------------------------------------------------------- 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 ------------------------------------ Timothy J. FitzGerald Vice President and Chief Financial Officer Exhibit Index ------------- - -------------------------------------------------------------------------------- Exhibit No. Description - ----------- ---------------------------------------------------------------- Exhibit 99.1 Press release dated August 3, 2007 of The Middleby Corporation. EX-99.1 2 a5464421ex991.txt EXHIBIT 99.1 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 -----END PRIVACY-ENHANCED MESSAGE-----