SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D/A
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(Amendment No. 2)
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)
September 2, 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 13d-1(e), 13d-1(f) or 13d-1(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 13d-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 5 pages)
---------------------------------- ------------------
CUSIP No. 596278101 13D Page 2 of 5 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 303,013
OWNED BY
EACH
REPORTING
PERSON WITH --------------------------------------------------------
8 SHARED VOTING POWER
-0-
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
303,013
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
-----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
303,013
-----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
-----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4 %
-----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
===============================================================================
SEE INSTRUCTIONS BEFORE FILLING OUT!*
---------------------------------- ------------------
CUSIP No. 596278101 13D Page 3 of 5 Pages
---------------------------------- ------------------
The following constitutes Amendment # 2 to the Schedule 13D filed by the
undersigned (the "Schedule 13D").
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price of the 303,013 Shares of Common Stock owned
beneficially by JANA Partners LLC is $ 2,226,742. Such Shares of Common Stock
were acquired with investment funds in accounts under management.
Item 4. Purpose of Transaction.
----------------------
JANA Partners LLC commends Middleby's CEO Selim Bassoul and
his management team on their very successful integration of the Blodgett
acquisition and the resulting gains in the share price. We have determined to
realize a portion of such gains at present, but remain supportive of the
company.
Depending upon overall market conditions, other investment
opportunities available to the Reporting Person, and the price and availability
of Shares of Common Stock, the Reporting Person may endeavor to increase or
decrease their position in the Issuer through, among other things, the purchase
or sale 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 13D.
---------------------------------- ------------------
CUSIP No. 596278101 13D Page 4 of 5 Pages
---------------------------------- ------------------
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 9,033,722 Shares outstanding,
which is the total number of Shares of Common Stock outstanding as reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
As of the close of business on September 9, 2003, JANA Partners LLC beneficially
owned 303,013 Shares of Common Stock, constituting approximately 3.4 % 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.
(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) JANA PARTNERS LLC has ceased to be the beneficial owner of more than five
percent of the outstanding common stock of Middleby Corporation.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
---------------------------------- ------------------
CUSIP No. 596278101 13D Page 5 of 5 Pages
---------------------------------- ------------------
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: September 10, 2003 JANA PARTNERS LLC
By: /s/ Barry S. Rosenstein
-------------------
Barry S. Rosenstein
Managing Partner
By: /s/ Gary Claar
-------------------
Gary Claar
Managing Director
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
-----------------------
(550) 21.0000 08/20/03
(100) 21.0000 08/21/03
(8,200) 21.0696 08/22/03
(93,300) 20.8515 08/26/03
(12,700) 20.7886 08/27/03
(5,100) 20.8000 08/28/03
(3,700) 20.5500 08/29/03
(43,495) 20.7094 09/02/03
(6,900) 20.8610 09/03/03
(33,600) 20.8114 09/04/03
(8,500) 20.8371 09/05/03
(47,233) 20.8316 09/08/03
(34,409) 20.8693 09/09/03