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EXHIBIT (a)(1)(C)
THE MIDDLEBY CORPORATION
NOTICE OF GUARANTEED DELIVERY
OF SHARES OF COMMON STOCK
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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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This form, or a form substantially equivalent to this form, must be used to
accept the offer (as defined below) if certificates for the shares of common
stock of The Middleby Corporation are not immediately available, if the
procedure for book-entry transfer cannot be completed on a timely basis, or if
time will not permit all other documents required by the letter of transmittal
to be delivered to the depositary (as defined below) on or prior to the
"expiration date" (as set forth in Section 1 of the offer to purchase (as
defined below)). This form may be delivered by hand or transmitted by mail or
overnight courier, or (for eligible institutions only) by facsimile
transmission, to the depositary. See Section 3 of the offer to purchase. THE
ELIGIBLE INSTITUTION THAT COMPLETES THIS FORM MUST COMMUNICATE THE GUARANTEE TO
THE DEPOSITARY AND MUST DELIVER THE LETTER OF TRANSMITTAL AND CERTIFICATES FOR
SHARES TO THE DEPOSITARY WITHIN THE TIME SHOWN HEREIN. FAILURE TO DO SO COULD
RESULT IN A FINANCIAL LOSS TO SUCH ELIGIBLE INSTITUTION.
THE DEPOSITARY FOR THE OFFER IS:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
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BY MAIL: BY HAND OR OVERNIGHT DELIVERY:
REORGANIZATION DEPARTMENT REORGANIZATION DEPARTMENT
2 BROADWAY 2 BROADWAY, 19TH FLOOR
NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10004
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BY FACSIMILE TRANSMISSION
(FOR ELIGIBLE INSTITUTIONS ONLY)
(212) 616-7610
FOR CONFIRMATION BY TELEPHONE:
(212) 509-4000 EXT. 535
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER
THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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Ladies and Gentlemen:
The undersigned hereby tenders to The Middleby Corporation, a Delaware
corporation (the "Company"), 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 together constitute the
"offer"), receipt of which is hereby acknowledged, the number of shares of
common stock, par value $.01 per share, of the Company listed below, pursuant to
the guaranteed delivery procedure set forth in Section 3 of the offer to
purchase.
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NUMBER OF SHARES SIGN HERE
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CERTIFICATE NOS.: (IF AVAILABLE) NAME(S) (PLEASE PRINT)
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ADDRESS AREA CODE AND TELEPHONE NUMBER
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CITY, STATE, ZIP CODE SIGNATURE(S)
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AT THE DEPOSITORY TRUST COMPANY
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ODD LOTS
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.
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GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company (not a savings bank or savings and loan association)
having an office, branch or agency in the United States hereby guarantees
(i) that the above-named person(s) has a net long position in the shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, (ii) that such tender of shares complies with
Rule 14e-4, and (iii) to deliver to the depositary at one of its addresses set
forth above certificate(s) for the shares tendered hereby, in proper form for
transfer, or a confirmation of the book-entry transfer of the shares tendered
hereby into the depositary's account at The Depository Trust Company in each
case together with a properly completed and duly executed letter(s) of
transmittal (or facsimile(s) thereof), with any required signature guarantee(s)
and any other required documents, all within three NASDAQ trading days after the
date hereof.
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NAME OF FIRM AUTHORIZED SIGNATURE
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ADDRESS NAME
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CITY, STATE, ZIP CODE TITLE
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AREA CODE AND TELEPHONE NUMBER
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Dated: _________________________, 2000
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST
BE SENT WITH THE LETTER OF TRANSMITTAL.
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