SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE l3D
(RULE l3D-l0l)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE l3D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No.)
MIDDLEBY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
596278101
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(CUSIP Number)
Marc Weingarten, Esq.
SCHULTE, ROTH & ZABEL LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2003
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule l3d-l(e), l3d-l(f) or 13d-l(g), check the following
box /_/ NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule l3d-7 for
other parties to whom copies are to be sent.
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, SEE the NOTES).
(page 1 of 6 pages)
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CUSIP No. 596278101 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JANA PARTNERS LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) /_/
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 494,500
OWNED BY
EACH
REPORTING
PERSON WITH ----------------------------------------------------------------
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
494,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
494,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.48 %
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14 TYPE OF REPORTING PERSON*
IA
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SEE INSTRUCTIONS BEFORE FILLING OUT!*
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CUSIP No. 596278101 13D Page 3 of 6 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D")
Item 1. Security and Issuer.
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This statement relates to shares (the "Shares") of the common stock, par value
$0.01 per share ("Common Stock"), of Middleby Corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 1400 Toastmaster Drive,
Elgin, IL 60120
Item 2. Identity and Background.
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(a) This Statement is filed by JANA Partners LLC, a Delaware
limited liability company (the "Reporting Person"). JANA Partners LLC is a
private money management firm which holds the Common Stock of the Issuer in
various accounts under its management and control. The principals of JANA
Partners LLC are Barry Rosenstein and Gary Claar (the "Principals").
(b) The principal business address of the Reporting Person and
the Principals is 536 Pacific Avenue, San Francisco, California 94133.
(c) The principal business of the Reporting Person and the
Principals is investing for accounts under their management.
(d) Neither the Reporting Person nor the Principals has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither the Reporting Person nor the Principals has, during
the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a limited liability company organized
in Delaware. The Principals are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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The aggregate purchase price of the 494,500 Shares of Common Stock owned
beneficially by JANA Partners LLC is $ 4,035,995. Such Shares of Common Stock
were acquired with investment funds in accounts under management.
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CUSIP No. 596278101 13D Page 4 of 6 Pages
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Item 4. Purpose of Transaction.
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JANA Partners LLC purchased the Shares based on its belief that
the Shares at current market prices are undervalued and represent an attractive
investment opportunity. Depending upon overall market conditions, other
investment opportunities available to the Reporting Person, and the availability
of Shares of Common Stock at prices that would make the purchase of additional
Shares desirable, the Reporting Person may endeavor to increase their position
in the Issuer through, among other things, the purchase of Shares of Common
Stock on the open market or in private transactions or otherwise, on such terms
and at such times as the Reporting Persons may deem advisable.
Neither the Reporting Person nor the Principals has any present
plan or proposal which would relate to or result in any of the matters set forth
in subparagraphs (a) - (j) of Item 4 of Schedule l3D except as set forth herein
or such as would occur upon completion of any of the actions discussed above.
The Reporting Person intends to review its investment in the Issuer on a
continuing basis and engage in discussions with management and the Board of
Directors of the Issuer concerning the business, operations and future plans of
the Issuer. Depending on various factors including, without limitation, the
Issuer's financial position and investment strategy, the price levels of the
Common Stock, conditions in the securities market and general economic and
industry conditions, JANA Partners LLC may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, communicating with other stockholders, seeking Board
representation, making proposals to the Issuer concerning the capitalization and
operations of the Issuer, purchasing additional Shares of Common Stock or
selling some or all of its Shares or changing its intention with respect to any
and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
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(a) The aggregate percentage of Shares of Common Stock reported owned
beneficially by the Reporting Person is based upon 9,024,000 Shares outstanding,
which is the total number of Shares of Common Stock outstanding as reported in
the Issuer's Quarterly Report on Form l0-Q for the quarter ended September 30,
2002.
As of the close of business on January 29, 2002, JANA Partners LLC beneficially
owned 494,500 Shares of Common Stock, constituting approximately 5.48% of the
Shares outstanding.
(b) The Reporting Person has sole voting and dispositive powers with respect to
the Shares reported herein, which powers are exercised by the Principals. All
of such Shares were acquired in open-market transactions.
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CUSIP No. 596278101 13D Page 5 of 6 Pages
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(c) Schedule A annexed hereto lists all transactions in the Issuer's Common
Stock in the last sixty days by the Reporting Person.
(d) No person other than the Reporting Person is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds from
the sale of, such Shares of the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
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Other than as described herein, there are no contracts, arrangements or
understandings between the Reporting Person and any other Person, with respect
to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 30, 2003 JANA PARTNERS LLC
By: /s/ Barry S. Rosenstein
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Barry S. Rosenstein
Managing Partner
By: /s/ Gary Claar
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Gary Claar
Managing Director
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CUSIP No. 596278101 13D Page 6 of 6 Pages
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SCHEDULE A
Transactions in the Shares During the Past 60 Days
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Shares of Common Stock Price Per Date of
Purchased (Sold) Share($) Purchase (Sale)
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JANA PARTNERS LLC
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2,000 10.3488 12/18/02
7,500 10.5000 12/20/02
8,500 10.5008 12/23/02
11,500 10.5143 12/24/02
2,500 10.5000 12/26/02
2,500 10.5000 12/27/02
2,500 10.5500 12/30/02
20,500 10.5016 12/31/02
2,600 10.5000 01/02/03
1,800 10.5000 01/06/03
10,000 10.5500 01/07/03
10,000 11.0000 01/08/03
10,000 11.0000 01/09/03
10,000 11.0000 01/10/03
10,000 11.0000 01/17/03
10,000 10.9514 01/21/03
10,000 10.9250 01/24/03
11,000 10.8893 01/28/03
14,500 10.9500 01/29/03