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EXHIBIT (a)(1)(D)
THE MIDDLEBY CORPORATION
1400 TOASTMASTER DRIVE
ELGIN, IL 60120
OFFER TO PURCHASE FOR CASH
UP TO 1,500,000 SHARES OF COMMON STOCK
OF
THE MIDDLEBY CORPORATION
AT
$7.00 NET PER SHARE
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON WEDNESDAY, NOVEMBER 22, 2000,
UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
We are enclosing the material listed below relating to the offer by The
Middleby Corporation, a Delaware corporation (the "Company"), to purchase up to
1,500,000 shares of its common stock, par value $.01 per share, at a price of
$7.00 per share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the offer to purchase dated October 23, 2000 and the
related letter of transmittal (which together constitute the "offer").
We are asking you to contact your clients for whom you hold shares
registered in your name (or in the name of your nominee) or who hold shares
registered in their own names. Please bring the offer to their attention as
promptly as possible. The Company will pay brokers, dealers and other persons
for soliciting tenders of shares pursuant to the offer. We will pay each broker
through which shares are tendered pursuant to this offer a commission of $.05
for each share actually purchased pursuant to the offer. The Company will also,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to your clients. The Company
will pay all stock transfer taxes on its purchase of shares, subject to
Instruction 6 of the letter of transmittal.
Enclosed herewith are copies of the following documents:
1. Offer to Purchase, dated October 23, 2000;
2. Letter of Transmittal;
3. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9;
4. Notice of Guaranteed Delivery;
5. Form of letter which may be sent to your clients for whose account you
hold shares in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the
offer; and
6. Return envelope addressed to the depositary.
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We urge you to contact your clients promptly. Please note that, unless
extended, the offer, proration period and withdrawal rights will expire at 12:00
midnight, Eastern time, on Wednesday, November 22, 2000.
The offer is not being made to, nor will tenders be accepted from, or on
behalf of, holders of shares residing in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
As described in the offer to purchase, if more than 1,500,000 shares are
validly tendered and not withdrawn prior to the "expiration date," as defined in
Section 1 of the offer to purchase, the Company will accept shares for purchase
in the following order of priority: (i) all shares validly tendered and not
withdrawn prior to the expiration date by any stockholder who owned
beneficially, as of the close of business on October 20, 2000 and who continues
to own beneficially as of the expiration date, an aggregate of fewer than 100
shares and who validly tenders all of such shares (partial tenders will not
qualify for this preference) and completes the box captioned "Odd Lots" in the
letter of transmittal; and (ii) after purchase of all of the foregoing shares,
all other shares validly tendered and not withdrawn prior to the expiration date
on a pro rata basis.
THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER,
STOCKHOLDERS MUST MAKE THEIR OWN DECISION WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER. NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES
ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM
TENDERING SHARES. THE COMPANY HAS PROHIBITED EACH OF ITS DIRECTORS AND EXECUTIVE
OFFICERS WHO OWN SHARES FROM PARTICIPATING IN THE TENDER.
Additional copies of the enclosed material may be obtained from our
Treasurer, Martin Lindsay, or from Continental Stock Transfer & Trust Company.
Any questions you may have with respect to the offer should be directed to the
attention of Martin Lindsay at 1400 Toastmaster Drive, Elgin, IL 60120, or by
telephone at (847) 741-3300 ext. 7711.
Very truly yours,
/s/ DAVID B. BAKER
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The Middleby Corporation
David B. Baker
Vice President, Chief Financial
Officer, and
Secretary
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
AS THE AGENT OF THE COMPANY OR THE DEPOSITARY, OR AUTHORIZE YOU TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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