<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934
FOR THE PERIOD ENDED APRIL 4, 1998
or
Transition Report Pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3352497
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2850 W. GOLF ROAD, SUITE 405, ROLLING MEADOWS, ILLINOIS 60008
- ------------------------------------------------------- ------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone No., including Area Code (847) 758-3880
-----------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
As of April 4, 1998, there were 10,981,646 shares of the Registrant's common
stock outstanding.
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
QUARTER ENDED APRIL 4, 1998
INDEX
DESCRIPTION PAGE
- ----------- ----
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
BALANCE SHEETS 1
April 4, 1998 and January 3, 1998
STATEMENTS OF EARNINGS 2
April 4, 1998 and March 29, 1997
STATEMENTS OF CASH FLOWS 3
April 4, 1998 and March 29, 1997
NOTES TO FINANCIAL STATEMENTS 4
Item 2. Management's Discussion and Analysis 7
of Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 10
PART II. OTHER INFORMATION 11
<PAGE>
PART I. FINANCIAL INFORMATION
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
(UNAUDITED)
APR. 4, 1998 JAN. 3, 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents. . . . . . . . . . . . . . . $ 2,127 $ 12,321
Accounts receivable, net . . . . . . . . . . . . . . . 23,414 22,251
Inventories, net . . . . . . . . . . . . . . . . . . . 26,782 24,072
Prepaid expenses and other . . . . . . . . . . . . . . 1,309 1,248
Current deferred taxes . . . . . . . . . . . . . . . . 3,066 3,000
-------- ---------
Total current assets. . . . . . . . . . . . . . . 56,698 62,892
Property, plant and equipment, net of
accumulated depreciation of
$14,083 and $13,534. . . . . . . . . . . . . . . . . 22,420 21,790
Excess purchase price over net assets
acquired, net of accumulated
amortization of $4,787 and
$4,673 . . . . . . . . . . . . . . . . . . . . . . . 13,902 12,882
Deferred taxes . . . . . . . . . . . . . . . . . . . . 3,808 3,779
Other assets . . . . . . . . . . . . . . . . . . . . . 2,346 2,135
-------- ---------
Total assets. . . . . . . . . . . . . . . . . $99,174 $103,478
-------- ---------
-------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current maturities of long-term debt . . . . . . . . . $ 2,971 $ 3,595
Accounts payable . . . . . . . . . . . . . . . . . . . 8,960 11,600
Accrued expenses . . . . . . . . . . . . . . . . . . . 7,136 9,255
-------- ---------
Total current liabilities . . . . . . . . . . . . 19,067 24,450
Long-term debt . . . . . . . . . . . . . . . . . . . . 23,810 24,318
Minority interest and other
non-current liabilities. . . . . . . . . . . . . . . 2,299 2,109
Shareholders' equity:
Preferred stock, $.01 par value;
nonvoting; 2,000,000 shares
authorized; none issued. . . . . . . . . . . . . . - -
Common stock, $.01 par value;
20,000,000 shares authorized;
10,982,000 and 10,895,000 issued
and outstanding in 1998 and
1997, respectively . . . . . . . . . . . . . . . . 109 109
Paid-in capital. . . . . . . . . . . . . . . . . . . 54,582 53,984
Cumulative translation adjustment. . . . . . . . . . (894) (1,173)
Accumulated earnings (deficit) . . . . . . . . . . . 201 (319)
-------- ---------
Total shareholders' equity . . . . . . . . . . . 53,998 52,601
-------- ---------
Total liabilities and
shareholders' equity. . . . . . . . . . . . $99,174 $103,478
-------- ---------
-------- ---------
</TABLE>
See accompanying notes
- 1 -
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
Apr 4, 1998 Mar 29, 1997
----------- ------------
<S> <C> <C>
Net sales. . . . . . . . . . . . . . . . . . . . . . . $ 31,101 $ 32,698
Cost of sales. . . . . . . . . . . . . . . . . . . . . 21,663 22,224
-------- ---------
Gross profit . . . . . . . . . . . . . . . . . . 9,438 10,474
Selling and distribution expenses. . . . . . . . . . . 5,101 4,681
General and administrative expenses . . . . . . . . . 2,716 2,675
-------- ---------
Income from operations . . . . . . . . . . . . . 1,621 3,118
Interest expense and deferred
financing amortization. . . . . . . . . . . . . . . 737 1,081
Other expense(income), net . . . . . . . . . . . . . . 112 (38)
-------- ---------
Earnings before income taxes . . . . . . . . . . 772 2,075
Provision for income taxes . . . . . . . . . . . . . . 252 689
-------- ---------
Net earnings . . . . . . . . . . . . . . . . . . $ 520 $ 1,386
-------- ---------
-------- ---------
Net earnings per share:
Basic. . . . . . . . . . . . . . . . . . . . . . $ 0.05 $ 0.16
Diluted. . . . . . . . . . . . . . . . . . . . . $ 0.05 $ 0.16
Weighted average number of shares
Basic. . . . . . . . . . . . . . . . . . . . . . 10,946 8,470
Diluted. . . . . . . . . . . . . . . . . . . . . 11,139 8,723
</TABLE>
See accompanying notes
- 2 -
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
APR 4,1998 MAR 29, 1997
---------- --------------
<S> <C> <C>
Cash flows from operating activities-
Net earnings. . . . . . . . . . . . . . . . . . . . $ 520 $ 1,386
Adjustments to reconcile net earnings
to cash provided by continuing
operating activities-
Depreciation and amortization. . . . . . . . . . 685 656
Utilization of NOL's . . . . . . . . . . . . . . 250 620
Changes in assets and liabilities-
Accounts receivable. . . . . . . . . . . . . . . (1,163) (2,806)
Inventories. . . . . . . . . . . . . . . . . . . (2,710) (3,041)
Prepaid expenses and other assets. . . . . . . . 216 231
Accounts payable and other
liabilities. . . . . . . . . . . . . . . . . . . (4,589) 2,547
---------- --------------
Net cash used in continuing
operating activities . . . . . . . . . . . . . . (6,792) (407)
Net cash used in
discontinued operations. . . . . . . . . . . . . - (3,290)
---------- --------------
Net cash used in operating activities . . . . . . . (6,792) (3,697)
---------- --------------
Cash flows from investing activities-
Purchase of subsidiary minority
interest . . . . . . . . . . . . . . . . . . . . (1,134) -
Proceeds from sale of discontinued
operations . . . . . . . . . . . . . . . . . . . - 5,081
Additions to property and equipment . . . . . . . . (1,179) (697)
---------- --------------
Net cash (used in) provided by
investing activities . . . . . . . . . . . . . . (2,313) 4,384
---------- --------------
Cash flows from financing activities-
Increase in revolving credit line, net. . . . . . . - 307
Reduction in term loans . . . . . . . . . . . . . . - (2,020)
Reduction in intellectual property lease. . . . . . (451) -
Reduction in proceeds from
foreign bank debt. . . . . . . . . . . . . . . . (680) 1,304
Other financing activities, net . . . . . . . . . . 41 (3)
---------- --------------
Net cash used in financing activities . . . . . . . (1,090) (412)
---------- --------------
Changes in cash and cash equivalents-
Net (decrease) increase in cash
and cash equivalents . . . . . . . . . . . . . . (10,194) 275
Cash and cash equivalents at
beginning of year. . . . . . . . . . . . . . . . 12,321 1,410
---------- --------------
Cash and cash equivalents at end
of quarter . . . . . . . . . . . . . . . . . . . $ 2,127 $ 1,685
---------- --------------
---------- --------------
Interest paid. . . . . . . . . . . . . . . . . . . . . $ 720 $ 964
---------- --------------
---------- --------------
Income taxes paid. . . . . . . . . . . . . . . . . . . $ 513 $ 37
---------- --------------
---------- --------------
</TABLE>
See accompanying notes
- 3 -
<PAGE>
THE MIDDLEBY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 4, 1998
(UNAUDITED)
1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF PRESENTATION
The financial statements have been prepared by The Middleby
Corporation (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are
adequate to make the information not misleading. These financial
statements should be read in conjunction with the financial statements
and related notes contained in the Company's 1997 Annual Report.
Other than as indicated herein, there have been no significant changes
from the data presented in said Report.
In the opinion of management, the financial statements contain all
adjustments necessary to present fairly the financial position of the
Company as of April 4, 1998 and January 3, 1998, and the results of
operations for the three months ended April 4, 1998 and March 29, 1997
and cash flows for the three months ended April 4, 1998 and March 29,
1997.
B. COMPREHENSIVE INCOME
During the first quarter of 1998, the Company adopted Statement
of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income," (SFAS No. 130), which requires companies
to report all changes in equity during a period, except those
resulting from investment by owners and distribution to owners,
in a financial statement for the period in which they are
recognized.
Components of comprehensive income were as follows:
<TABLE>
<CAPTION>
Apr. 4, 1998 Mar. 29, 1997
------------ -------------
(In thousands)
<S> <C> <C>
Net earnings. . . . . . . . $ 520 $ 1,386
Cumulative translation
adjustment . . . . . . . . 279 (151)
------------ -------------
Comprehensive Income. . . . $ 799 $ 1,235
------------ -------------
------------ -------------
</TABLE>
- 4 -
<PAGE>
2) INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 ("SFAS 109"),
Accounting for Income Taxes.
The Company has recorded an income tax provision of $252,000 for
the fiscal three months ended April 4, 1998. The Company has
significant tax loss carry-forwards, and although a tax provision
is recorded, the Company makes no payment of federal tax other
than AMT amounts.
3) EARNINGS PER SHARE
During the fourth quarter of 1997, the Company adopted SFAS No.
128: "Earnings Per Share" which specifies modifications to the
calculation of earnings per share from that historically used by
the Company. Under SFAS 128, "basic earnings per share" is
calculated based upon the weighted average number of common
shares actually outstanding, and "diluted earnings per share" is
calculated based upon the weighted average number of common
shares outstanding, warrants and other potential common shares,
if they are dilutive. The Company's common share equivalents
consist of shares issuable on exercise of outstanding options
computed using the treasury method and amounted to 193,000 and
253,000 for the three month periods ended April 3, 1998 and March
29, 1997, respectively. All prior periods have been restated to
present all earnings per share data on a consistent basis.
4) INVENTORIES
Inventories are valued using the first-in, first-out method.
Inventories consist of the following:
<TABLE>
<CAPTION>
APR. 4, 1998 JAN. 3, 1998
------------ ------------
(In thousands)
<S> <C> <C>
Raw materials and parts. . . . $ 6,868 $ 6,073
Work-in-process. . . . . . . . 6,458 6,804
Finished goods . . . . . . . . 13,456 11,195
------------ ------------
$ 26,782 $ 24,072
------------ ------------
------------ ------------
</TABLE>
- 5 -
<PAGE>
5) ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
Apr. 4, 1998 Jan. 3, 1998
------------ ------------
(In thousands)
<S> <C> <C>
Accrued payroll and
related expenses. . . . . $ 2,338 $ 3,601
Accrued commissions . . . . 1,477 1,510
Accrued warranty. . . . . . 1,170 1,172
Other accrued expenses. . . 2,151 2,972
------------ ------------
$ 7,136 $ 9,255
------------ ------------
------------ ------------
</TABLE>
6) ACQUISITION OF SUBSIDIARY MINORITY INTEREST
During the first quarter of 1998, the Company acquired the
remaining minority interest in Asbury Associates, Inc. and the
Middleby Philippines Corporation, from the founder and president of
Asbury Associates, Inc. The remaining interest was acquired for
$500,000 in cash, 50,000 shares of common stock with a market value
of $387,000 at the date of issuance, and forgiveness of certain
minority interest liabilities owed by the minority shareholder.
This transaction increased the Company's ownership interest in
these subsidiaries to 100%. The excess purchase price over the
value of assets acquired was allocated to goodwill, and is to be
amortized over a period of 15 years.
- 6 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (UNAUDITED).
INFORMATIONAL NOTE
This report contains forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers that these statements are highly dependent upon a variety of
important factors which could cause such results or events to differ
materially from such statements. Such factors include, but are not limited
to, changing market conditions; the availability and cost of raw materials;
the impact of competitive products and pricing; the timely development and
market acceptance of the Company's products; foreign exchange and political
risks affecting international sales; and other risks detailed herein and from
time-to-time in the Company's Securities and Exchange Commission filings,
including those discussed under the heading "Risk Factors" in the Company's
Registration Statement on Form S-2 (No. 333-35397) filed with the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
APR. 4, 1998 MAR. 29, 1997
------------ -------------
Sales Percent Sales Percent
----- ------- ----- -------
<S> <C> <C> <C> <C>
BUSINESS DIVISIONS
Conveyor oven equipment . . . . . . . . . . . . $ 9,541 30.7% $12,340 38.0%
Counterline cooking equipment and
specialty products . . . . . . . . . . . . . 4,004 12.7% 4,202 12.9%
Core cooking equipment. . . . . . . . . . . . . 9,520 30.6% 7,431 22.7%
-------- ------- ------- -------
TOTAL COOKING AND WARMING EQUIPMENT
DIVISIONS . . . . . . . . . . . . . . . . 23,065 74.0% 24,063 73.6%
International specialty equipment . . . . . . . 1,365 4.4% 1,976 6.0%
International distribution (1). . . . . . . . . 9,281 29.8% 9,469 29.0%
-------- ------- ------- -------
TOTAL INTERNATIONAL DIVISIONS. . . . . . . . 10,646 34.2% 11,445 35.0%
Intercompany sales(2) . . . . . . . . . . . . . (3,090) (9.9%) (3,573) (10.9%)
Other . . . . . . . . . . . . . . . . . . . . . 480 1.7% 763 2.3%
-------- ------- ------- -------
TOTAL. . . . . . . . . . . . . . . . . . . . $31,101 100.0% $32,698 100.0%
-------- ------- ------- -------
-------- ------- ------- -------
</TABLE>
(1) Consists of sales of products manufactured by Middleby and products
manufactured by third parties.
(2) Consists of sales to the Company's international distribution division from
the Company's other business divisions.
- 7 -
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain consolidated statements of earnings
items as a percentage of net sales for the periods.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------
APR. 4, 1998 MAR. 29, 1997
------------ -------------
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . 100.0% 100.0%
Cost of sales . . . . . . . . . . . . . . . . 69.7% 68.0%
------ ------
Gross profit . . . . . . . . . . . . . . . 30.3% 32.0%
Selling, general and administrative
expenses. . . . . . . . . . . . . . . . . . . 25.1% 22.5%
------ ------
Income from operations . . . . . . . . . . 5.2% 9.5%
Interest expense and deferred financing
amortization,net . . . . . . . . . . . . 2.4% 3.3%
Other (income) expense,net. . . . . . . . . . 0.4% (0.1%)
------ ------
Earnings before income taxes . . . . . . . 2.5% 6.3%
Provision for income taxes. . . . . . . . . . 0.8% 2.1%
------ ------
Net earnings from continuing operation . . 1.7% 4.2%
------ ------
------ ------
</TABLE>
THREE MONTHS ENDED APRIL 4, 1998 COMPARED TO THREE MONTHS ENDED MARCH 29, 1997
NET SALES. Net sales in the three-month period ended April 4, 1998 decreased
$1.6 million or 5% to $31.1 million as compared to $32.7 million in the
three-month period ended March 29, 1997, reflecting lower unit volume in the
Company's cooking and warming equipment divisions and international divisions.
Sales of the Company's cooking and warming equipment divisions decreased 4%
for the three-month period ended April 4,1998. Sales of the core cooking
equipment division increased 28% from continued market penetration and new
products. These gains were more than offset by a 23% decrease in sales of the
conveyor oven equipment division in the three-month period as one major chain
customer slowed purchases during the first two months of the year to reduce
inventory in its system and another major chain embarked on a store
restructuring program. Additionally, the 1997 three-month period included
conveyor oven service and equipment upgrade billings for a major chain
customer which were not repeated in 1998. Sales of the counterline cooking
equipment and specialty products division decreased 5% due to lower
international sales.
Sales of the international divisions represented 34% of total sales in the
three-month period and decreased 7% as compared to the prior year period.
Sales of the Company's international specialty equipment division decreased
31% due to the timing of new store openings by a major chain customer. Sales
of the Company's international distribution division decreased 2% primarily
due to lower sales in certain Asian markets. Sales to other regions, such as
Latin America, were higher as compared to the prior year.
- 8 -
<PAGE>
GROSS PROFIT. Gross profit decreased $1.1 million or 10% in the three-month
period to $9.4 million as compared to $10.5 million in the prior year period.
As a percentage of net sales, gross profit margin decreased 1.7% to 30.3%
from 32.0%. The decrease in gross margin percent was primarily due to the
decreased volume, unfavorable product mix and increased warranty expenses.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.4 million or 6% in the three-month
period to $7.8 million as compared to $7.4 million in the prior year period.
The increase was primarily due to expansion of the Company's international
sales and service capabilities, including the establishment of sales and
distribution offices in Japan, Korea and Mexico during the second quarter of
1997. As a percentage of sales, selling, general and administrative expenses
increased to 25.1% from 22.5% as the higher expense base to support the
expanded international infrastructure was spread over lower sales.
INCOME FROM OPERATIONS. Income from operations decreased $1.5 million or 48%
to $1.6 million for the three-month period ended April 4, 1998 from $3.1
million in the prior year period. The lower sales volume and increased
expense base resulted in the lower income from operations.
INTEREST EXPENSE AND DEFERRED FINANCING AMORTIZATION. Interest expense and
deferred financing amortization for the three-months ended April 4, 1998
decreased 32% to $0.7 million as compared to $1.1 million in the prior year
period. The decrease was due to a lower average outstanding debt balance as a
result of the Company's stock offering completed during the fourth quarter of
1997.
INCOME TAXES. The Company recorded a net tax provision of $0.3 million for
the three-month period ended April 4, 1998 as compared to a net tax provision
of $0.7 million in the prior year period.
NET EARNINGS. As a result of the above factors, for the three-month period
ended April 4, 1998, the Company recorded net earnings of $0.5 million as
compared to $1.4 million in the prior year period.
- 9 -
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY
For the three months ended April 4, 1998, net cash provided by operating
activities before changes in assets and liabilities was $1.5 million as
compared to $2.7 million for the three months ended March 29, 1997. Net cash
used by continuing operating activities after changes in assets and
liabilities was $6.8 million as compared to net cash used of $0.4 million in
the prior year three-month period. Historically, the Company has been a net
cash user during the first half of the year and a net cash generator during
the second half of the year. Accounts receivables increased due to the timing
of shipments during the quarter, the timing of collections at the end of the
fiscal year and the application of dealer rebates. Inventories increased $2.7
million, due to difficulties in forecasting demand in Asian markets and the
timing of orders and shipments during the quarter. Accounts payable decreased
$2.6 million due to the timing of payments at the prior fiscal year-end.
Accrued expenses decreased $2.1 million due primarily to compensation benefit
plan payments.
During the first three months of 1998, the Company decreased its overall
outstanding debt by $1.1 million under various facilities. The Company
decreased its borrowings under the Middleby Philippines subsidiary's credit
facility by $0.6 million and reduced the amount outstanding under its
intellectual property lease by $0.5 million. During this same period the
Company decreased its cash and cash equivalents to $2.1 million from $12.3
million at January 3, 1998. The cash was used primarily to fund the working
capital needs discussed above.
In March 1998, the Company entered into a $20.0 million unsecured
multi-currency revolving credit line with a major international bank. This
new credit facility enhances the Company's ability to manage its financing
activities related to its international operations. Concurrently with the
initiation of the unsecured revolving line of credit, the $15.0 million
senior secured note became unsecured. The note's maturity and interest rate
remain unchanged. The Company continues to remain in compliance with debt
covenants. Management believes that the Company will have sufficient
financial resources available to meet its anticipated requirements for
working capital, growth strategies, capital expenditures and debt
amortization for the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
The Company was not required to report the information pursuant to Items 1
through 6 of Part II of Form 10-Q for the three months ended April 4, 1998,
except as follows:
ITEM 2. CHANGES IN SECURITIES
C) During the first quarter of fiscal 1998, the Company issued 13,925
shares to two officers pursuant to the exercise of stock options, for
$61,406. Such options were granted at exercise prices ranging from
$1.250 to $7.375 per share. Additionally, the Company issued 23,206
shares in connection with the establishment of Middleby Japan
Corporation and 50,000 shares in connection with the purchase of the
remaining minority interests in Middleby Philippines Corporation and
Asbury Associates, Inc. The issuances of such shares were exempt
under the Securities Act of 1933, as amended, pursuant to section 4(2)
thereof, as transactions not involving a public offering, or pursuant to
Regulation S promulgated thereunder.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 12, 1998, the Company held its 1998 Annual Meeting of Stockholders.
The following persons were elected as directors to hold office until the 1999
Annual Meeting of Stockholders: Robert R. Henry, A. Don Lummus, John R.
Miller III, Philip G. Putnam, David P. Riley, Sabin C. Streeter, Joseph G.
Tompkins, William F. Whitman, Jr., Laura B. Whitman and Robert R. Yohe. The
number of shares cast for, withheld and abstained with respect to each of the
nominees were as follows:
<TABLE>
<CAPTION>
Nominee For Withheld Abstained
------- --- -------- ---------
<S> <C> <C> <C>
Henry 9,570,456 15,490 0
Lummus 9,573,456 12,490 0
Miller 9,570,756 15,190 0
Putnam 9,569,456 16,490 0
Riley 9,573,556 12,390 0
Streeter 9,572,356 13,590 0
Tompkins 9,572,756 13,190 0
Whitman, W. 9,572,856 13,090 0
Whitman, L. 9,478,221 107,725 0
Yohe 9,523,056 12,860 0
</TABLE>
The stockholders voted to approve the adoption of the 1998 Stock
Incentive Plan. 7,041,721 shares were cast for such adoption,
1,011,380 shares were cast against such adoption, and 26,260 shares
abstained. The stockholders also voted to approve the ratification of
the selection of Arthur Andersen LLP as independent auditors for the
Company for the fiscal year ending January 2, 1999. 9,570,070 shares
were cast for such election, 7,760 shares were cast against such
election, and 8,110 shares abstained. There were no broker non-votes
with respect to these three proposals.
- 11 -
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - The following Exhibits are filed herewith:
Exhibit (27) - Financial Data Schedule (EDGAR only)
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 thereunto duly authorized.
THE MIDDLEBY CORPORATION
------------------------
(Registrant)
Date: May 15, 1998 By: /s/ John J. Hastings
------------------------- ------------------------------
John J. Hastings, Executive
Vice President, Chief
Financial Officer and
Secretary
(Principal Financial and
Accounting Officer)
- 12 -
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