-----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, KksIrXt2S6Q7aMh8Rv/VM0nfIGM6NHYwSlCxl6wBI4KsEKn3xjt19tQCVO4i9gR1 8jij2njuKrE0MGAQsE2YTQ== 0001188112-08-003242.txt : 20090305 0001188112-08-003242.hdr.sgml : 20090305 20081125151756 ACCESSION NUMBER: 0001188112-08-003242 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081125 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: CORRESP 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 CORRESP 1 filename1.htm t64102_corresp.htm
The Middleby Corporation
1400 Toastmaster Drive
Elgin, IL  60120

November 25, 2008


VIA EDGAR TRANSMISSION
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

 
Re:
The Middleby Corporation
   
Registration Statement on Form S-4
   
Registration No. 333-153386

Ladies and Gentlemen:
 
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), The Middleby Corporation (“Middleby”) requests that the effective date of the Registration Statement referred to above be accelerated so that it will be declared effective on Friday, November 28, 2008 at 12:00 p.m. noon, Washington, D.C. time, or as soon thereafter as may be practicable.

In connection with this request for acceleration, Middleby and TurboChef Technologies, Inc. (“TurboChef”), as evidenced by their signatures below, each acknowledge for themselves that:

 
●
should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
 
●
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Middleby and TurboChef from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 
●
Middleby and TurboChef may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 
Middleby and TurboChef further confirm that they are aware of their responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the public offering of the securities covered by the Registration Statement.
 
 
It would be appreciated if, as soon as the Registration Statement has become effective, you would so inform Shilpi Gupta, on behalf of Middleby, by telephone at (312) 407-0700, and Rey Pascual, on behalf of TurboChef, by telephone at (404) 815-2227.

  Very truly yours,  
       
  THE MIDDLEBY CORPORATION  
       
       
 
By:
/s/ Martin Lindsay
  
 
Name:
Martin Lindsay
  
 
Title:
Secretary/Treasurer
  
       
  TURBOCHEF TECHNOLOGIES, INC.  
       
       
 
By:
/s/ Miguel Fernandez de Castro
  
 
Name:
Miguel Fernandez de Castro
  
 
Title:
Chief Financial Officer
  
 
 

 
  
 
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