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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE MIDDLEBY CORPORATION
(Name of Subject Company (issuer))
THE MIDDLEBY CORPORATION, ISSUER AND OFFEROR
(Names of Filing Persons (identifying status as
offeror, issuer or other person))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
596278101
(CUSIP Number of Class of Securities)
David P. Riley
President and Chief Executive Officer
THE MIDDLEBY CORPORATION
1400 Toastmaster Drive
Elgin, Illinois 60120
(847) 741-3300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on behalf of filing persons)
COPY TO:
Nathaniel Sack, Esq.
D'Ancona & Pflaum LLC
111 East Wacker Drive, Suite 2800
Chicago, Illinois 60601
(312) 602-2000
October 26, 2000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
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$10,500,000 $2,100
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(1) Calculated solely for purposes of determining the filing fee. This
amount is based upon the purchase of 1,500,000 shares of common stock at $7.00
per share.
(2) The fee, calculated in accordance with Rule 0-11(b) of the
Securities Exchange Act of 1934, is 1/50 of one percent of the aggregate of the
value of the transaction.
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/X/ Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing
with which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount previously paid: $2,100
Filing party: The Middleby Corporation
Form or Registration No.: TO-I
Date Filed: October 23, 2000
/ / Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/ / third-party tender offer subject to Rule 14d-1.
/X/ issuer tender offer subject to Rule 13e-4.
/ / going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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SCHEDULE TO
This Amendment No. 1 to the Schedule TO amends and supplements
the Schedule TO previously filed on October 23, 2000 relating to a tender offer
by The Middleby Corporation, a Delaware corporation (the "Company"), to purchase
up to 1,500,000 shares of common stock, par value $.01 per share, at a price,
net to the seller in cash, of $7.00 per share, upon the terms and subject to the
conditions set forth in the offer to purchase dated October 23, 2000 (the "offer
to purchase") and the related letter of transmittal, which are herein
collectively referred to as the "offer."
The offer to purchase was previously filed as Exhibit
(a)(1)(A) to the Schedule TO, and is hereby expressly incorporated by reference.
This Amendment No. 1 omits information disclosed in the Schedule TO previously
filed.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In the offer to purchase, Section 10 entitled "Source and
Amount of Funds" is amended and supplemented by the addition of the following
sentence at the end of the final paragraph: "Except for the financing
arrangements set forth in this offer to purchase, no alternate financing plan
exists."
ITEM 11. ADDITIONAL INFORMATION.
In the offer to purchase, Section 6 entitled "Certain
Conditions to the Offer" is amended and supplemented by the following revision
of the entire final paragraph:
"The foregoing conditions are for our sole benefit and may be
asserted by us regardless of the circumstances giving rise to
any such condition, including any action or inaction by us, or
may be waived by us in whole or in part. Our failure at any
time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right. Each of the foregoing
rights, other than those dependent upon the receipt of
necessary governmental or regulatory approvals as set forth in
paragraph (2) above, shall be deemed an ongoing right during
this offer that may be asserted by us at any time and from
time to time prior to expiration of this offer. All conditions
to this offer, other than those dependent upon the receipt of
necessary governmental or regulatory approval as set forth in
paragraph (2) above, which are not asserted by us prior to
expiration of this offer shall be deemed satisfied or waived
by us upon the expiration of this offer. Our determination
concerning the events described above and any related judgment
or decision by us regarding the inadvisability of proceeding
with the purchase of or payment for any shares tendered will
be final and binding on all parties."
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SIGNATURE.
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
THE MIDDLEBY CORPORATION
By: /s/ David P. Riley
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Name: David P. Riley
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Its: President and Chief Executive Officer
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