-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VzjPnY6zTGcGOp4ZHjg7OMSRU/GQVz2o0/VwvvRR7uK3uljPtyoYQpoKxeO3zh4D RKq5p+Aav0zDRG+mK0ddmw== 0000902664-03-000063.txt : 20030131 0000902664-03-000063.hdr.sgml : 20030131 20030131140838 ACCESSION NUMBER: 0000902664-03-000063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JANA PARTNERS LLC CENTRAL INDEX KEY: 0001159159 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: JANA PARTNERS LLC STREET 2: 536 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 2125935955 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEBY CORP CENTRAL INDEX KEY: 0000769520 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 363352497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36628 FILM NUMBER: 03534165 BUSINESS ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 BUSINESS PHONE: 8477413300 MAIL ADDRESS: STREET 1: 1400 TOASTMASTER DRIVE CITY: ELGIN STATE: IL ZIP: 60120 SC 13D 1 srz9374556v1.txt MIDDLEBY CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------------------------------------- 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 - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ------------------------------------------------------------------------------ (Title of Class of Securities) 596278101 - ------------------------------------------------------------------------------ (CUSIP Number) Marc Weingarten, Esq. SCHULTE, ROTH & ZABEL LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 21, 2003 - ------------------------------------------------------------------------------ (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. - --------------------- 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) - ------------------------------- ------------------ CUSIP No. 596278101 13D Page 2 of 6 Pages - ------------------------------- ------------------ ============================================================================== 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JANA PARTNERS LLC - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/ (b) /_/ - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) /_/ - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIALLY 494,500 OWNED BY EACH REPORTING PERSON WITH ---------------------------------------------------------------- 8 SHARED VOTING POWER -0- ---------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 494,500 ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 494,500 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/ - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.48 % - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IA ============================================================================== SEE INSTRUCTIONS BEFORE FILLING OUT!* - ------------------------------- ------------------ CUSIP No. 596278101 13D Page 3 of 6 Pages - ------------------------------- ------------------ The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D") Item 1. Security and Issuer. ------------------- 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. ----------------------- (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. ------------------------------------------------- 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. - ------------------------------- ------------------ CUSIP No. 596278101 13D Page 4 of 6 Pages - ------------------------------- ------------------ Item 4. Purpose of Transaction. ---------------------- 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. ------------------------------------ (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. - ------------------------------- ------------------ CUSIP No. 596278101 13D Page 5 of 6 Pages - ------------------------------- ------------------ (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. ------------------------------------------------------------- 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. -------------------------------- 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 ----------------------- Barry S. Rosenstein Managing Partner By: /s/ Gary Claar ------------------------ Gary Claar Managing Director - ------------------------------- ------------------ CUSIP No. 596278101 13D Page 6 of 6 Pages - ------------------------------- ------------------ SCHEDULE A Transactions in the Shares During the Past 60 Days -------------------------------------------------- Shares of Common Stock Price Per Date of Purchased (Sold) Share($) Purchase (Sale) - ---------------------- ------------- ----------------- JANA PARTNERS LLC ----------------- 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 -----END PRIVACY-ENHANCED MESSAGE-----