<PAGE>
EXHIBIT (a)(1)(B)
THE MIDDLEBY CORPORATION
LETTER OF TRANSMITTAL
FOR
TENDER OF SHARES OF COMMON STOCK
PURSUANT TO OFFER TO PURCHASE DATED OCTOBER 23, 2000
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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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THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT DELIVERY:
(FOR ELIGIBLE INSTITUTIONS ONLY)
REORGANIZATION DEPARTMENT (212) 616-7610 REORGANIZATION DEPARTMENT
2 BROADWAY FOR CONFIRMATION BY TELEPHONE: 2 BROADWAY, 19TH FLOOR
NEW YORK, NY 10004 (212) 509-4000 EXT. 535 NEW YORK, NY, 10004
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. DELIVERIES
TO THE COMPANY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT
CONSTITUTE VALID DELIVERY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL
NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED. FOR ASSISTANCE COMPLETING THIS LETTER OF
TRANSMITTAL, PLEASE CALL THE COMPANY AT (847) 741-3300 EXT. 7711 OR CONTINENTAL
STOCK TRANSFER & TRUST COMPANY AT (212) 509-4000 EXT. 535.
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET
FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Stockholders who cannot deliver their share certificates and any other
required documents to the depositary by the expiration date must tender their
shares using the guaranteed delivery procedure set forth in Section 3 of the
offer to purchase. See Instruction 2.
All tendering stockholders must complete this box:
<TABLE>
<CAPTION>
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DESCRIPTION OF SHARES TENDERED
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NAME(S) AND ADDRESS(ES) OF
REGISTERED OWNER(S) CERTIFICATE(S) ENCLOSED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
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NUMBER OF SHARES NUMBER
CERTIFICATE REPRESENTED BY OF SHARES
NUMBER(S) (1) CERTIFICATE(S) (1) TENDERED (2)
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<S> <C> <C> <C>
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total Shares
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INDICATE IN THIS BOX THE ORDER (BY CERTIFICATE NUMBER) IN WHICH SHARES ARE TO BE PURCHASED IN THE EVENT OF PRORATION. (3)
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY.)
1ST: 2ND: 3RD: 4TH: 5TH:
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(1) Need not be completed by stockholders tendering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all shares described above are being tendered. See Instruction 4.
(3) If you do not designate an order, then in the event that less than all shares tendered are purchased due to proration,
shares will be selected for purchase by the depositary. See Instruction 13.
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</TABLE>
<PAGE>
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
TO THE DEPOSITARY'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY ("THE
BOOK-ENTRY TRANSFER FACILITY") AND COMPLETE THE FOLLOWING:
Name of Tendering Institution __________________________________________________
DTC Account No. ________________________________________________________________
Transaction Code No. ___________________________________________________________
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) ________________________________________________
Window Ticket Number (if any) __________________________________________________
Date of Execution of Notice of Guaranteed Delivery _____________________________
Name of Institution that Guaranteed Delivery ___________________________________
If delivery is by book-entry transfer:
Name of Tendering Institution __________________________________________________
DTC Account No. ________________________________________________________________
Transaction Code No. ___________________________________________________________
2
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to The Middleby Corporation, a Delaware
corporation (the "Company"), the above-described shares of its common stock, par
value $0.01 per share, at $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 (the "offer to purchase"), receipt of which is hereby
acknowledged, and in this letter of transmittal (which together constitute the
"Offer").
Subject to, and effective upon, acceptance for payment of and payment for
the shares tendered herewith in accordance with the terms and subject to the
conditions of the offer (including, if the offer is extended or amended, the
terms and conditions of any such extension or amendment), the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to all the shares that are being tendered hereby or
orders the registration of such shares tendered by book-entry transfer that are
purchased pursuant to the offer to or upon the order of the Company and hereby
irrevocably constitutes and appoints the depositary the true and lawful agent
and attorney-in-fact of the undersigned with respect to such shares, with full
power of substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to:
(i) deliver certificates for such shares, or transfer ownership of such
shares on the account books maintained by the book-entry transfer
facility, together, in any such case, with all accompanying evidences
of transfer and authenticity, to or upon the order of the Company upon
receipt by the depositary, as the undersigned's agent, of the purchase
price with respect to such shares;
(ii) present certificates for such shares for cancellation and transfer on
the books of the Company; and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such shares, all in accordance with the terms of the
offer.
The undersigned hereby represents and warrants to the Company that the
undersigned has full power and authority to tender, sell, assign and transfer
the shares tendered hereby and that, when and to the extent the same are
accepted for payment by the Company, the Company will acquire good, marketable
and unencumbered title thereto, free and clear of all liens, restrictions,
charges, encumbrances, conditional sales agreements or other obligations
relating to the sale or transfer thereof, and the same will not be subject to
any adverse claims. The undersigned will, upon request, execute and deliver any
additional documents deemed by the depositary or the Company to be necessary or
desirable to complete the sale, assignment and transfer of the shares tendered
hereby.
The undersigned represents and warrants to the Company that the undersigned
has read and agrees to all of the terms of the offer. All authority herein
conferred or agreed to be conferred shall not be affected by and shall survive
the death or incapacity of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as stated in the offer to
purchase, this tender is irrevocable.
The undersigned understands that tenders of shares pursuant to any one of
the procedures described in Section 3 of the offer to purchase and in the
instructions to this letter of transmittal will constitute the undersigned's
representation and warranty to the Company that (i) the undersigned has a net
long position in the shares or equivalent securities being tendered within the
meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as
amended, and (ii) the tender of such shares complies with Rule 14e-4. The
Company's acceptance for payment of shares tendered pursuant to the offer will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the offer.
The names and addresses of the registered holders should be printed, if they
are not already printed above, exactly as they appear on the certificates
representing shares tendered hereby. The certificate numbers, the number of
shares represented by such certificates and the number of shares that the
undersigned wishes to tender should be indicated in the appropriate boxes on
this letter of transmittal.
The undersigned recognizes that, under certain circumstances set forth in
the offer to purchase, the Company may terminate or amend the offer or may,
subject to applicable law, postpone the acceptance for payment of, or the
payment for, shares tendered or may not be required to purchase any of the
shares tendered hereby or may accept for payment fewer than all of the shares
tendered hereby.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any shares purchased, and/or return
any shares not tendered or not purchased, in the name(s) of the undersigned
(and,
3
<PAGE>
in the case of shares tendered by book-entry transfer, by credit to the account
at the book-entry transfer facility). Similarly, unless otherwise indicated
under "Special Delivery Instructions," please mail the check for the purchase
price of any shares purchased and/or any certificates for shares not tendered or
not purchased (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, please issue the check for the purchase price of any shares purchased
and/or return any shares not tendered or not purchased in the name(s) of, and
mail such check and/or any certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation, pursuant to the
"Special Payment Instructions," to transfer any shares from the name of the
registered holder(s) thereof if the Company does not accept for payment any of
the shares so tendered.
The undersigned understands that acceptance of shares by the Company for
payment will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the offer.
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 2, 5 and 7)
To be completed ONLY if the check for the aggregate purchase price of
shares purchased and/or certificates for shares not tendered or not purchased
are to be issued in the name of someone other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name: _____________________________________________________________________
(PLEASE PRINT)
Address ___________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
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--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 2, 5 and 7)
To be completed ONLY if the check for the aggregate purchase price of
shares purchased and/or certificates for shares not tendered or not purchased
are to be mailed to someone other than the undersigned, or to the undersigned
at an address other than that shown below the undersigned's signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name: _____________________________________________________________________
(PLEASE PRINT)
Address ___________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
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LOST, DESTROYED OR STOLEN
CERTIFICATE
If any certificate evidencing shares
has been lost, destroyed or stolen,
please check the box below.
/ /
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4
<PAGE>
ODD LOTS
(See Instruction 8)
This section is to be completed ONLY if shares are being tendered by or on
behalf of a person 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.
The undersigned either (check one box):
/ / owned beneficially, as of the close of business on October 20, 2000,
and continues to own beneficially as of the expiration date, an
aggregate of fewer than 100 shares, all of which are being tendered, or
/ / is a broker, dealer, commercial bank, trust company or other nominee
that (i) is tendering, for the beneficial owners thereof, shares with
respect to which it is the record owner, and (ii) believes, based upon
representations made to it by each such beneficial owner, that such
beneficial owner owned beneficially, as of the close of business on
October 20, 2000, and continues to own beneficially as of the
expiration date, an aggregate of fewer than 100 shares and is tendering
all of such shares.
5
<PAGE>
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HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1, 5 AND 7)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
______________________________________________________________________________
______________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Dated: ________________________, 2000
Name(s): _____________________________________________________________________
________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _______________________________________________________
Address: _____________________________________________________________________
________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL
SECURITY NUMBER(S))
(Must be signed by registered holder(s) exactly as name(s) appear(s) on share
certificate(s) or on a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS)
______________________________________________________________________________
(AUTHORIZED SIGNATURE)
Dated: ________________________, 2000
Name of Firm: ________________________________________________________________
Capacity (full title): _______________________________________________________
(PLEASE PRINT)
Address: _____________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ______________________________________________
--------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this letter of transmittal must be guaranteed by a firm that is a
recognized member of an eligible institution, as set forth in Section 3 of the
offer to purchase, unless (i) this letter of transmittal is signed by the
registered holder(s) of the shares (which term, for purposes of this document,
shall include any participant in the book-entry transfer facility) tendered
herewith and such holder(s) has not completed the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on this letter
of transmittal, or (ii) such shares are tendered for the account of an eligible
institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARE CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This letter of transmittal is to be used either if share
certificates are to be forwarded herewith or if delivery of shares is to be made
by book-entry transfer pursuant to the procedures set forth in Section 3 of the
offer to purchase. Certificates for all physically delivered shares, or a
confirmation of a book-entry transfer into the depositary's account at the
book-entry transfer facility of all shares delivered electronically, as well as
a properly completed and duly executed letter of transmittal (or manually signed
facsimile thereof) and any other documents required by this letter of
transmittal, must be received by the depositary at one of its addresses set
forth on the front page of this letter of transmittal on or prior to the
expiration date. If certificates are forwarded to the depositary in multiple
deliveries, a properly completed and duly executed letter of transmittal must
accompany each such delivery.
Stockholders whose share certificates are not immediately available, who
cannot deliver their shares and all other required documents to the depositary
or who cannot complete the procedure for delivery by book-entry transfer on or
prior to the expiration date may tender their shares pursuant to the guaranteed
delivery procedure set forth in Section 3 of the offer to purchase. Pursuant to
such procedure: (i) such tender must be made by or through an eligible
institution; (ii) a properly completed and duly executed notice of guaranteed
delivery substantially in the form provided by the Company (with any required
signature guarantees) must be received by the depositary on or prior to the
expiration date; and (iii) the certificates for all physically delivered shares
in proper form for transfer by delivery, or a confirmation of a book-entry
transfer into the depositary's account at the book-entry transfer facility of
all shares delivered electronically, in each case together with a properly
completed and duly executed letter of transmittal (or manually signed facsimile
thereof) and any other documents required by this letter of transmittal, must be
received by the depositary within three NASDAQ trading days after the date the
depositary receives such notice of guaranteed delivery, all as provided in
Section 3 of the offer to purchase.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING SHARE CERTIFICATES, THIS
LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT THE ELECTION AND
RISK OF THE TENDERING STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative or contingent tenders will be accepted. By executing this
letter of transmittal (or facsimile thereof), the tendering stockholder waives
any right to receive any notice of the acceptance for payment of the shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of shares should be listed on a separate
signed schedule and attached to this letter of transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO STOCKHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER). If fewer than all the shares represented by any certificate
delivered to the depositary are to be tendered, fill in the number of shares
that are to be tendered in the box entitled "Number of Shares Tendered." In such
case, a new certificate for the remainder of the shares represented by the old
certificate will be sent to the person(s) signing this letter of transmittal,
unless otherwise provided in the "Special Payment Instructions" or "Special
Delivery Instructions" boxes on this letter of transmittal, as promptly as
practicable following the expiration or termination of the offer. All shares
represented by certificates delivered to the depositary will be deemed to have
been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this letter of transmittal is signed by the registered holder(s) of the shares
tendered hereby, the signatures(s) must correspond with the name(s) as written
on the face of the certificates without alteration, enlargement or any change
whatsoever.
7
<PAGE>
If any of the shares tendered hereby are held of record by two or more
persons, all such persons must sign this letter of transmittal.
If any of the shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate letters of transmittal (or manually signed facsimiles thereof) as
there are different registrations of certificates.
If this letter of transmittal is signed by the registered holder(s) of the
shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made to, or shares
not tendered or not purchased are to be registered in the name of, any person
other than the registered holder(s), in which case the certificate(s) evidencing
the shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on such certificates. Signatures on any such certificates or stock
powers must be guaranteed by an eligible institution. See Instruction 1.
If this letter of transmittal is signed by a person other than the
registered holder(s) of the shares tendered hereby, certificates evidencing the
shares tendered hereby must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on such certificate(s). Signature(s) on any such
certificates or stock powers must be guaranteed by an eligible institution. See
Instruction 1.
If this letter of transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
the Company of the authority of such person to so act must be submitted.
6. STOCK TRANSFER TAXES. The Company will pay or cause to be paid any stock
transfer taxes with respect to the sale and transfer of any shares to it or its
order pursuant to the offer. If, however, payment of the aggregate purchase
price is to be made to, or shares not tendered or not purchased are to be
registered in the name of, any person other than the registered holder(s), or if
tendered shares are registered in the name of any person other than the
person(s) signing this letter of transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See Section 5 of the offer to
purchase. Except as provided in this Instruction 6, it will not be necessary to
affix transfer tax stamps to the certificates representing shares tendered
hereby.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase
price of any shares tendered hereby is to be issued in the name of, and/or any
shares not tendered or not purchased are to be returned to, a person other than
the person(s) signing this letter of transmittal, or if the check and/or any
certificates for shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this letter of transmittal or to an
address other than that shown above, in the box captioned "Description of Shares
Tendered," then the boxes captioned "Special Payment Instructions" and/or
"Special Delivery Instructions" on this letter of transmittal should be
completed. Stockholders tendering shares by book-entry transfer will have any
shares not accepted for payment returned by crediting the account maintained by
such stockholder at the book-entry transfer facility.
8. ODD LOTS. As described in Section 1 and Section 2 of the offer to
purchase, if fewer than all shares validly tendered at and not withdrawn prior
to the expiration date are to be purchased, the shares purchased first will
consist of all shares tendered by any stockholder who owned beneficially, as of
the close of business on October 20, 2000, and continues to own beneficially as
of the expiration date, an aggregate of fewer than 100 shares and who validly
tendered all such shares. Partial tenders of shares will not qualify for this
preference and this preference will not be available unless the box captioned
"Odd Lots" in this letter of transmittal and the notice of guaranteed delivery,
if any, is completed.
9. SUBSTITUTE FORM W-9 AND FORM W-8. Under the United States federal income
tax backup withholding rules, unless an exemption applies under the applicable
laws and regulations, 31% of the gross proceeds payable to a stockholder or
other payee pursuant to the offer must be withheld and remitted to the United
States Treasury, unless the stockholder or other payee provides such person's
taxpayer identification number (employer identification number or social
security number) to the depositary and certifies that such number is correct.
Therefore, each tendering stockholder should complete and sign the substitute
Form W-9 included as part of this letter of transmittal so as to provide the
information and certification necessary to avoid backup withholding, unless such
stockholder otherwise establishes to the satisfaction of the depositary that it
is not subject to backup withholding. Certain stockholders, including, among
others,
8
<PAGE>
corporations and certain foreign stockholders (in addition to foreign
corporations), are not subject to the backup withholding and reporting
requirements described herein. In order for a noncorporate foreign stockholder
to qualify as an exempt recipient, that stockholder must submit an IRS
Form W-8, a substitute Form W-8 or a form W-8BEN, signed under penalties of
perjury, attesting to that stockholder's exempt status. Such statements may be
obtained from the depositary.
10. WITHHOLDING ON FOREIGN STOCKHOLDERS. Even if a foreign stockholder has
provided the required certification to avoid backup withholding, the depositary
will withhold United States federal income taxes equal to 30% of the gross
payments payable to a foreign stockholder or his or her agent unless the
depositary determines that a reduced rate of withholding is available pursuant
to a tax treaty or that an exemption from withholding is applicable because such
gross proceeds are effectively connected with the conduct of a trade or business
in the United States. For this purpose, a foreign stockholder is any stockholder
that is not (i) a citizen or resident of the United States, (ii) a corporation
or other entity taxed as a corporation created or organized in or under the laws
of the United States, any state or any political subdivision thereof, (iii) an
estate, the income of which is subject to United States federal income taxation
regardless of the source of such income or (iv) a trust if a court within the
United States is able to exercise primary supervision of the administration of
the trust and one or more United States persons have the authority to control
all substantial decisions of the trust, and one or more United States
fiduciaries have the authority to control all substantial decisions relating to
the trust. In order to obtain a reduced rate of withholding pursuant to a tax
treaty, a foreign stockholder must deliver to the depositary a properly
completed and executed IRS Form 1001 or IRS Form W-8BEN. In order to obtain an
exemption from withholding on the grounds that the gross proceeds paid pursuant
to the offer are effectively connected with the conduct of a trade or business
within the United States, a foreign stockholder must deliver to the depositary a
properly completed and executed IRS Form 4224 or IRS Form W-8ECI. The depositary
will determine a stockholder's status as a foreign stockholder and eligibility
for a reduced rate of, or an exemption from, withholding by reference to
outstanding certificates or statements concerning eligibility for a reduced rate
of, or exemption from, withholding (e.g., IRS Form 1001, IRS Form 4224, IRS
Form W-8BEN or IRS Form W-8ECI) unless facts and circumstances indicate that
such reliance is not warranted. A foreign stockholder may be eligible to obtain
a refund of all or a portion of any tax withheld if such stockholder meets the
"substantially disproportionate," "complete termination," or "not essentially
equivalent to a dividend" test described in Section 14 of the offer to purchase
or is otherwise able to establish that no tax or a reduced amount of tax is due.
Foreign stockholders are urged to consult their tax advisors regarding the
application of United States federal income tax withholding, including
eligibility for a withholding tax reduction or exemption and refund procedures.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance may be directed to the Company at (847) 741-3300 ext. 7711 or by
mail to The Middleby Corporation, 1400 Toastmaster Drive, Elgin, Illinois 60120,
attention Martin Lindsay or Continental Stock Transfer & Trust Company at
(212) 509-4000 ext. 535. Requests for additional copies of the offer to
purchase, this letter of transmittal or other tender offer materials may be
directed to the Company, and such copies will be furnished promptly at the
Company's expense. Stockholders may also contact their local broker, dealer,
commercial bank or trust company for documents relating to, or assistance
concerning, the offer.
12. IRREGULARITIES. All questions as to the number of shares to be
accepted, the price to be paid therefor and the validity, form, eligibility
(including time of receipt) and acceptance for payment of any tender of shares
will be determined by the Company, in its sole discretion, which determination
shall be final and binding on all parties. The Company reserves the absolute
right to reject any or all tenders it determines not to be in proper form or the
acceptance of or payment for which may, in the opinion of the Company's counsel,
be unlawful. The Company also reserves the absolute right to waive any of the
conditions of the offer and any defect or irregularity in the tender of any
particular shares by any particular stockholder. No tender of shares will be
deemed to be validly made until all defects or irregularities have been cured or
waived. None of the Company, the depositary, or any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and none
of them will incur any liability for failure to give any such notice.
13. ORDER OF PURCHASE IN EVENT OF PRORATION. As described in Section 1 of
the offer to purchase, stockholders may designate the order in which their
shares are to be purchased in the event of proration. The order of purchase may
have an effect on the United States federal income tax classification of any
gain or loss on the shares purchased. See Sections 1 and 14 of the offer to
purchase.
14. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate evidencing
shares has been lost, destroyed or stolen, the stockholder should check the box
in the box entitled "Lost, Destroyed or Stolen Certificate." The stockholder
will then
9
<PAGE>
be instructed as to the steps that must be taken in order to replace the
certificate. This letter of transmittal and the related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED FACSIMILE
THEREOF) TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR THE
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO
THE EXPIRATION DATE. STOCKHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED
SUBSTITUTE FORM W-9 WITH THEIR LETTER OF TRANSMITTAL.
10
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TO BE COMPLETED BY ALL TENDERING STOCKHOLDERS (SEE INSTRUCTION 9)
PAYOR'S NAME: CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TAX
FORM W-9 IDENTIFICATION NUMBER IN THE BOX -----------------------------
AT RIGHT AND CERTIFY BY SIGNING Social Security Number
AND DATING BELOW. or
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Employer Identification Number
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Part 2 - Certification - Under penalties of perjury, I certify that: (1) The
number shown on this form is my correct Taxpayer Identification Number (or I am
DEPARTMENT OF THE TREASURY INTERNAL waiting for a number to be issued to me);
REVENUE SERVICE
(2) I am not subject to backup withholding either because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the IRS has notified me that I am
no longer subject to backup withholding; and
(3) All other information provided on this form is true and correct.
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Certification Instructions - You must cross out all of
PAYER'S REQUEST FOR TAXPAYER Part 2 above if you have been notified by the IRS that PART 3
IDENTIFICATION NUMBER (TIN) AND you are subject to backup withholding because of Awaiting TIN / /
CERTIFICATION underreporting interest or dividends on your tax return
and you have not been notified by the IRS that you are
no longer subject to backup withholding.
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Signature: -------------------- Date:-------------
Name (Please Print):
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
AMOUNTS PAID TO YOU PURSUANT TO THE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 ("AWAITING TIN") ABOVE.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me, and either (1) I
have mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail or deliver an application in the near
future. I understand that if I do not provide a Taxpayer Identification Number by the time of payment, 31% of all payments
made to me on account of the shares shall be retained until I provide a Taxpayer Identification Number to the depositary and
that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the
IRS as backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the IRS
until I provide a Taxpayer Identification Number.
Signature(s): ------------------- Date: ------------
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