FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1996
or
___ Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3352497
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1400 TOASTMASTER DRIVE, ELGIN, ILLINOIS 60120
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (847) 741-3300
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
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As of June 29, 1996, there were 8,402,488 shares of the registrant's common
stock outstanding.
PART II. OTHER INFORMATION
The Company was not required to report the information pursuant to Items 1
through 6 of Part II of Form 10-Q for any of the three months ended June 29,
1996, except as follows:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 16, 1996, the Company held its 1996 Annual Meeting of Stockholders. The
following persons were elected as directors to hold office until the 1997 Annual
Meeting of Stockholders: Newell Garfield, Jr., A. Don Lummus, John R. Miller,
III, Philip G. Putnam, David P. Riley, Sabin C. Streeter, William F. Whitman,
Jr., Joseph G. Tompkins, Laura B. Whitman, Robert L. Yohe and Robert R. Henry.
The number of shares cast for, withheld and abstained with respect to each of
the nominees were as follows:
Nominee For Withheld Abstained
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Garfield 7,482,885 30,218 0
Lummus 7,483,485 29,618 0
Miller 7,478,285 34,818 0
Putnam 7,478,285 34,818 0
Riley 7,483,485 29,618 0
Streeter 7,483,385 29,718 0
Whitman, W. 7,481,260 31,843 0
Tompkins 7,476,968 36,118 0
Whitman, L. 7,477,997 35,106 0
Yohe 7,477,360 35,743 0
Henry 7,482,185 30,918 0
The stockholders voted to approve the ratification of the selection of Arthur
Andersen LLP as independent auditors for the Company for the fiscal year ending
December 28, 1996. 7,502,062 shares were cast for such selection, 9,390 shares
were cast against such selection, and 1,651 shares abstained.
The stockholders voted to approve amendments to the Certificate of
Incorporation and By-laws of the Company to increase the number of permitted
directors from nine to eleven. 7,439,917 shares were cast for such resolution,
69,108 shares were cast against such resolution, and 4,078 shares abstained.
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The stockholders also voted to approve amendments to the Company's Amended and
Restated 1989 Stock Incentive Plan to increase the number of shares available
for grants from 200,000 to 400,000 shares, and to extend the duration of the
plan from February 16, 1999 to February 16, 2001. 7,430,924 shares were cast for
such resolution, 70,243 shares were cast against such resolution, and 11,936
shares abstained.
No broker nonvotes were received in connection with the 1996 Annual Meeting.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - The following Exhibits are filed herewith:
Exhibit (3) (i) - Unofficial Restated Certificate of
Incorporation of The Middleby Corporation, as
amended to date.
Exhibit (3) (ii) - Unofficial Amended and Restated Bylaws of
The Middleby Corporation, as amended to
date.
Exhibit (4) (b) (i) - First Amendment to Loan and Security
Agreement dated January 9, 1995, by and among
Middleby Marshall Inc. and Asbury Associates,
Inc., as Borrowers, certain lenders named
therein, as Lenders, and Sanwa Business
Credit Corporation, as Agent and Lender.
Exhibit (4) (c) (i) - Amendment Number One to Note Agreement dated
as of January 1, 1995, among Middleby
Marshall Inc. and Asbury Associates, Inc. as
Obligors.
Exhibit (4) (c) (ii) - Amendment Number Two to Note Agreement dated
as of January 1, 1995, among Middleby
Marshall Inc. and Asbury Associates, Inc. as
Obligors.
Exhibit (4) (e) (i) - Amendment One to the Intercreditor Agreement
dated as of January 10, 1995, by and among
Sanwa Business Credit Corporation, as Agent,
The Northwestern Mutual Life Insurance
Company, as the Senior Noteholder, and First
Security Bank of Utah, National Association,
as Security Trustee and Collateral Agent.
Exhibit (4) (e) (ii) - Amendment Two to the Intercreditor Agreement
dated as of January 10, 1995, by and among
Sanwa Business Credit Corporation, as Agent,
The Northwestern Mutual Life Insurance
Company, as the
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Senior Noteholder, and First Security Bank of
Utah, National Association, as Security
Trustee and Collateral Agent.
Exhibit (10) (iii) (d) - The Middleby Corporation Amended and Restated
1989 Stock Incentive Plan, as amended.
Exhibit (10) (iii) (f) - 1996 Management Incentive Plan (Corporate
Vice Presidents).
Exhibit (22) - List of Subsidiaries.
Exhibit (27) - Financial Data Schedule (EDGAR only)
b) Reports on Form 8-K - No such reports were filed during the quarter for
which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE MIDDLEBY CORPORATION
(Registrant)
Date: August 23, 1996 By: /s/ John J. Hastings
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John J. Hastings, Executive
Vice President, Chief
Financial Officer and
Secretary
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