As filed with the Securities and Exchange Commission on ~~September 9,~~October 30 , 2008

Registration Statement No. 333- 153386

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 1 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE MIDDLEBY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	3580	36-3352497
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Timothy J. FitzGerald

Vice President and Chief Financial Officer

1400 Toastmaster Drive

Elgin, Illinois 60120

(847)741-3300

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Shilpi Gupta, Esq.	Reinaldo Pascual, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Paul, Hastings, Janofsky & Walker LLP
333 West Wacker Drive	600 Peachtree Street, N.E., Suite 2400
Chicago, Illinois 60606	Atlanta, Georgia 30308-2222
(312)407-0700	(404) 815-2400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

	Large accelerated filer þ	Accelerated filer ¨
	Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered (1)	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 par value per share	~~1,653,531~~1,668,000 (2)	N/A	$~~89,472,569~~ 57,679,440 (3)	$~~3,516.27~~ 2,266.80 ~~(4)~~(5)

(1)	This Registration Statement relates to common stock, par value $0.01 per share, of the registrant issuable to holders of common stock, par value $0.01 per share ("TurboChef common stock"), of TurboChef Technologies, Inc., a Delaware corporation ("TurboChef"), in the proposed merger of TurboChef with and into Chef Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the registrant.

(2)	Based on the maximum number of shares of the registrant's common stock expected to be issued in connection with the merger, calculated as the product of (a) ~~30,409,305,~~30,789,825 , the aggregate number of shares of TurboChef common stock outstanding as of ~~September 4,~~October 30 , 2008, plus ~~936,835,~~854,027 , the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding restricted stock units as of ~~September 4,~~October 30 , 2008, plus 36,557, the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding preferred unit exchange rights plus, 2,640,577, the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding vested options, as of ~~September 4,~~October 30 , 2008 and (b) an exchange ratio of 0.0486 of a share of the registrant's common stock for each such share of TurboChef common stock.

(3)	Estimated solely for purposes of calculation of the registration fee in accordance with Rules 457(c) and (f) of the Securities Act of 1933, as amended, based upon the product of (a) ~~1,653,531,~~1,668,000 , the maximum number of shares of the registrant's common stock expected to be issued in the merger (calculated as set forth in note (2) above), and (b) ~~$54.11,~~$ 34.58 the average of the high and low sale prices for shares of the registrant's common stock as reported on the NASDAQ Global Select Market on ~~September 4,~~October 28 , 2008.

(4)	Calculated in accordance with Section 6(b) of the Securities Act of 1933, as amended, at a rate equal to $39.30 per $1,000,000 of the proposed maximum aggregate offering price.

(5)	$3,516.27 previously paid.

_______________________

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Middleby may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this document is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities and neither TurboChef nor Middleby is soliciting an offer to buy these securities in any jurisdiction where the offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED ~~SEPTEMBER 9,~~OCTOBER 30 , 2008

TURBOCHEF TECHNOLOGIES, INC.

~~SIX CONCOURSE PARKWAY~~

~~SUITE 1900~~

~~ATLANTA, GA 30328~~

~~PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT~~

The board of directors of TurboChef Technologies, Inc. ("TurboChef") has unanimously approved an agreement and plan of merger, which we refer to as the merger agreement, pursuant to which TurboChef will merge with and into a wholly-owned subsidiary of The Middleby Corporation ("Middleby"), with the subsidiary continuing as the surviving entity. If the merger is completed, TurboChef stockholders will receive 0.0486 of a share of Middleby common stock and $3.67 in cash for each share of TurboChef common stock. The exchange ratio for shares of Middleby common stock to be received by TurboChef stockholders is fixed and will not be adjusted to reflect stock price changes prior to the closing.

The shares of Middleby common stock are listed on the NASDAQ Global Select Market under the symbol "MIDD." Based on the closing sale price for Middleby common stock on August 11, 2008, the last trading day before public announcement of the merger, the 0.0486 of a share of Middleby common stock and $3.67 in cash represented approximately $6.47 in value for each share of TurboChef common stock. The value of the merger consideration to be received in exchange for each share of TurboChef common stock will fluctuate with the market price of Middleby common stock. Based on the closing sale price for Middleby common stock on , 2008, the latest practicable trading date before the printing of this proxy statement/prospectus, the 0.0486 of a share of Middleby common stock and $3.67 in cash represented approximately $ in value for each share of TurboChef common stock. Based on the number of shares of TurboChef common stock outstanding as of , 2008, the aggregate number of shares of Middleby common stock to be issued by Middleby in the merger is estimated to be shares.

~~Your vote is very important, regardless of the number of shares you own.~~ The merger cannot be completed unless holders of a majority of the outstanding shares of TurboChef common stock as of the record date vote in favor of the proposal to adopt the merger agreement. TurboChef is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement. Information about the TurboChef special meeting and the proposed merger is contained in this proxy statement/prospectus. Middleby has also entered into a voting and support agreement with directors and officers of TurboChef who own, collectively, approximately 20% of TurboChef's outstanding shares. We urge you to read this proxy statement/prospectus carefully. ~~For a discussion of risk factors you should consider in evaluating the merger on which you are being asked to vote, see “Risk Factors” beginning on page 28 of this proxy statement/prospectus.~~

Whether or not you plan to attend the TurboChef special meeting, please submit your proxy by following the instructions on your proxy card or the information forwarded by your bank, broker, custodian or other record holder as soon as possible to make sure that your shares are represented at the TurboChef special meeting.

The board of directors of TurboChef unanimously recommends that TurboChef stockholders vote FOR the proposal to adopt the merger agreement and FOR the proposal to approve any motion to adjourn or postpone the TurboChef special meeting to a later date or dates if necessary to solicit additional proxies.

~~Richard E. Perlman~~ ~~Chairman of the Board~~	~~James K. Price~~ ~~President and Chief Executive Officer~~

~~Atlanta, Georgia~~ ~~, 2008~~

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus nor have they approved or disapproved of the issuance of the Middleby common stock in connection with the merger, or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

~~This proxy statement/prospectus is dated~~ ~~, 2008, and is first being mailed to TurboChef stockholders on or about~~ ~~, 2008~~.

~~TURBOCHEF TECHNOLOGIES, INC.~~

SIX CONCOURSE PARKWAY

SUITE 1900

ATLANTA, GA 30328

PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT

Your vote is very important, regardless of the number of shares you own. The merger cannot be completed unless holders of a majority of the outstanding shares of TurboChef common stock as of the record date vote in favor of the proposal to adopt the merger agreement. TurboChef is holding a special meeting of its stockholders to vote on the proposal to adopt the merger agreement. Information about the TurboChef special meeting and the proposed merger is contained in this proxy statement/prospectus. Middleby has also entered into a voting and support agreement with directors and officers of TurboChef who own, collectively, approximately 20% of TurboChef's outstanding shares. We urge you to read this proxy statement/prospectus carefully. For a discussion of risk factors you should consider in evaluating the merger on which you are being asked to vote, see “Risk Factors” beginning on page 28 of this proxy statement/prospectus.

Richard E. Perlman Chairman of the Board	James K. Price President and Chief Executive Officer

Atlanta, Georgia , 2008

This proxy statement/prospectus is dated , 2008, and is first being mailed to TurboChef stockholders on or about , 2008.

TURBOCHEF TECHNOLOGIES, INC.

SIX CONCOURSE PARKWAY

SUITE 1900

ATLANTA, GA 30328

To the Stockholders of TurboChef Technologies, Inc.:

You are cordially invited to attend a special meeting of stockholders of TurboChef Technologies, Inc. ("TurboChef") to be held at the offices of Paul, Hastings, Janofsky & Walker LLP, 600 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30308, on at , local time, for the following purposes:

1. To adopt the Agreement and Plan of Merger, dated as of August 12, 2008, by and among The Middleby Corporation ("Middleby"), Chef Acquisition Corp. and TurboChef, as may be amended from time to time, a copy of which has been included as Annex A to the accompanying proxy statement/prospectus.

2. To approve any ~~procedural matters incident~~motion to adjourn or postpone the ~~conduct of the~~TurboChef special meeting ~~such as adjournment of the special meeting, including any adjournment for the purpose of soliciting~~to a later date or dates, if necessary, to solicit additional proxies ~~in favor of the proposal to adopt the merger agreement in the event~~if there are ~~not sufficient~~insufficient votes ~~for approval of the proposal to adopt the merger agreement~~ at the time of the TurboChef special ~~meeting.~~meeting to approve the proposal to adopt the merger agreement.

The accompanying proxy statement/prospectus further describes the matters to be considered at the TurboChef special meeting.

The TurboChef board of directors has set as the record date for the TurboChef special meeting. Only holders of record of shares of TurboChef common stock at the close of business on the record date will be entitled to notice of and to vote at the TurboChef special meeting and any adjournments or postponements thereof. To ensure your representation at the TurboChef special meeting, please complete and return the enclosed proxy card. Please vote promptly whether or not you expect to attend the TurboChef special meeting. Submitting a proxy now will not prevent you from being able to vote at the TurboChef special meeting by attending in person and casting a vote. If your shares are held in a stock brokerage account or by a bank or other broker nominee, then you are not the record holder of your shares, and while you are welcome to attend the special meeting, you would not be permitted to vote unless you obtained a signed proxy from your broker nominee (who is the holder of record). However, your broker nominee has enclosed a voting instruction card for you to use to indicate your voting preference, which may provide that you can deliver your instructions by telephone or over the Internet. Please complete the voting instruction card and return it to your broker nominee as soon as possible.

The board of directors of TurboChef unanimously recommends that you vote FOR the proposal to adopt the merger agreement and FOR the proposal to approve any ~~procedural matters incident~~motion to ~~the conduct of~~adjourn the special meeting ~~including any adjournment thereof~~, to a later date if necessary to solicit additional proxies.

By Order of the Board of Directors,

Richard E. Perlman Chairman of the Board	James K. Price President and Chief Executive Officer

Atlanta, Georgia , 2008

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ~~BY MAIL, TELEPHONE OR INTERNET~~ ON THE ENCLOSED PROXY CARD. YOU MAY REVOTE YOUR PROXY AT ANY TIME BEFORE THE VOTE IS TAKEN AT THE MEETING.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Middleby and TurboChef from documents that each company has filed with the Securities and Exchange Commission, which we refer to as the SEC, but that have not been included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled "Where You Can Find More Information" beginning on page 89 of this proxy statement/prospectus.

You can also obtain copies of this information (excluding all exhibits unless the applicable company has specifically incorporated by reference an exhibit in this proxy statement/prospectus), without charge, upon written or oral request to the appropriate company at the following addresses and telephone numbers:

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

Attn: Investor Relations

(847) 741-3300

TurboChef Technologies, Inc.

Six Concourse Parkway, Suite 1900

Atlanta, Georgia 30328

Attn: Investor Relations

(678) 987-1700

In order to receive timely delivery of the documents, you must make your requests no later than , ~~2008.~~2008 .

No person is authorized to give any information or to make any representation with respect to the matters this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Middleby or TurboChef. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus shall, under any circumstances, create an implication that there has been no change in the affairs of Middleby or TurboChef since the date of this proxy statement/prospectus or that the information contained herein is correct as of any time subsequent to the date of this proxy statement/prospectus.

~~See “Where You Can Find More Information” on page 89 of this proxy statement/prospectus.~~

~~VOTING BY INTERNET, TELEPHONE OR MAIL~~

~~TurboChef stockholders of record as of the applicable record date may submit their proxies by:~~

~~Internet~~. You can vote over the Internet by accessing the website at and following the instructions on the website. Have your proxy card in hand when you access the website because you will have to enter the control number printed on your proxy card. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s) by mail.

~~Telephone~~. You can vote by telephone by calling the toll-free number in the United States, Canada and Puerto Rico on a touch-tone telephone. You will then be prompted to enter the control number printed on your proxy card and follow the subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s) by mail.

~~Mail~~. You can vote by mail by completing, signing, dating and mailing your proxy card(s) in the postage-paid envelope included with this proxy statement/prospectus. If you elect to vote by mail, you should vote early to ensure that your proxy card is received before the special meeting.

~~If you vote your proxy over the Internet or by telephone, you must do so before p.m., Atlanta time, the day before the special meeting.~~

~~Voting Shares Held in Street Name~~

If you are a TurboChef stockholder and hold your shares through a bank, broker, custodian or other recordholder (that is, in street name), please refer to your proxy card or the information forwarded by your bank, broker, custodian or other recordholder to see what options are available to you.

TABLE OF CONTENTS

Page

ADDITIONAL INFORMATION		i

~~VOTING BY INTERNET, TELEPHONE OR MAIL~~		i

SUMMARY		1
	Questions and Answers about the Merger	1
	Other Information Regarding the Merger	6
	Information about the Companies	7
	The Merger Agreement	8
	The Voting and Support Agreements	11
	Regulatory Matters	11
	Appraisal Rights	11
	Selected Summary Historical Financial Data	13
	Selected Summary Historical Financial Data of Middleby	13
	Selected Summary Historical Financial Data of TurboChef	16
	Selected Unaudited Pro Forma Condensed Combined Financial Statements of Middleby	18
	~~Unaudited Pro Forma Condensed Combined Balance Sheets~~	19
	~~Unaudited Pro~~ ~~Forma Condensed Combined Statements of Earnings~~	20
	~~Unaudited Pro Forma Condensed Combined Statements of Earnings~~	22
	~~Notes to Pro Forma Combined Consolidated Financial Statements~~
	Comparative Historical and Pro Forma Per Share Data	25
	Comparative Per Share Market Price Data	27

RISK FACTORS		28
	Risk Factors Relating to the Merger	28
	Risk Factors Relating to Middleby’s Indebtedness	31
	Additional Risk Factors Relating to TurboChef and Middleby	32

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		33

INFORMATION ABOUT THE COMPANIES		35
	The Middleby Corporation and Chef Acquisition Corp.	35
	TurboChef Technologies, Inc.	35

THE TURBOCHEF SPECIAL MEETING		37
	Date, Time and Place	37
	Purposes of the TurboChef Special Meeting	37
	TurboChef Record Date; TurboChef Common Stock Entitled to Vote	37
	Quorum and Votes Required	37
	Effects of Abstentions and Broker Non-Votes	37
	Voting by TurboChef Directors and Executive Officers	38
	Voting of Proxies	38
	Revocability of Proxies and Changes to a TurboChef Stockholder's Vote	38
	Solicitation of Proxies	38
	Attending the TurboChef Special Meeting	39
	Board Recommendation	39
	Other Matters to Come Before the TurboChef Special Meeting	39

THE MERGER		40
	Background of the Merger	40
	Recommendation of the TurboChef Board of ~~Directors; TurboChef's Reasons for the Merger~~Directors	44
	Reasons for the Merger	44
	Financial Projections	47
	Opinion of TurboChef's Financial Advisor	49
	Middleby's Reasons for the Merger	54
	Interests of Executive Officers and Directors of TurboChef in the Merger	55
	Material United States Federal Income Tax Consequences of the Merger	57
	Accounting Treatment of the Merger	60
	Regulatory Matters	60
	Appraisal Rights	60
	Listing of Middleby Common Stock Issued in the Merger	63
	Delisting and Deregistration of TurboChef Common Stock	63
	Restrictions on Sale of Shares of Middleby Common Stock Received in the Merger	63

THE MERGER AGREEMENT		64
	The Merger	64
	Closing and Effective Time of the Merger	64
	Merger Consideration	64
	Treatment of TurboChef Stock Options and Restricted Stock Units	65
	Fractional Shares	65
	Adjustments to Preserve Intended Tax Treatment	65
	Exchange Procedures	65
	Distributions, Interest Payments or Other Payments with Respect to Unexchanged Shares	66
	Lost, Stolen and Destroyed Certificates	66
	Directors and Officers of the Surviving Corporation	66
	Representations and Warranties of TurboChef and Middleby	67
	Conduct of Business of TurboChef Pending Completion of the Merger	69
	Efforts and ~~Assistance; HSR Act~~Assistance	70
	Director and Officer Indemnification and Insurance	70
	Employee Benefits	71
	Access to Information; Confidentiality	71
	No Solicitation by TurboChef	72
	Obligation of TurboChef Board of Directors with Respect to its Recommendation and Holding of a Stockholder Meeting	73
	Conditions to Obligations to Complete the Merger	74
	Definition of Material Adverse Effect	76
	Termination of the Merger Agreement	77
	Effect of Termination	78
	Fees and Expenses	78
	Amendment	79
	Governing Law	79

THE VOTING AND SUPPORT AGREEMENT		80
	Agreement to Vote and Irrevocable Proxy	80
	Transfer Restrictions	80
	Termination	81

DESCRIPTION OF MIDDLEBY'S CAPITAL STOCK		82
	Authorized Capital Stock	82
	Middleby's Common Stock	82
	Middleby's Preferred Stock	82
	Anti-Takeover Effects of Provisions of the Delaware General Corporation Law, Middleby's Restated ~~Certificate~~C ertificate of Incorporation and Middleby's Second Amended and Restated Bylaws	82
	Transfer Agent and Registrar	84
	Listing	84

iii

COMPARATIVE RIGHTS OF MIDDLEBY STOCKHOLDERS AND TURBOCHEF STOCKHOLDERS		85

FUTURE TURBOCHEF STOCKHOLDER PROPOSALS AND NOMINATIONS		89

LEGAL MATTERS		89

EXPERTS		89

WHERE YOU CAN FIND MORE INFORMATION		89

ANNEX

Annex A	Agreement and Plan of Merger

Annex B	Voting and Support Agreement

Annex C	Opinion of Goldman, Sachs & Co.

Annex D	Section 262 of the Delaware General Corporation Law

SUMMARY

The following is a summary that highlights information contained in this proxy statement/prospectus. This summary may not contain all of the information that may be important to you. For a more complete description of the merger agreement and the merger contemplated by the merger agreement, we encourage you to read carefully this entire proxy statement/prospectus, including the attached annexes. In addition, we encourage you to read the information incorporated by reference into this proxy statement/prospectus, which includes important business and financial information about Middleby and TurboChef that has been filed with the SEC. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 89 of this proxy statement/prospectus.

Questions and Answers about the Merger

The following questions and answers briefly address some commonly asked questions about the TurboChef special meeting and this proxy statement/prospectus.

	Q:	What is the proposed transaction?

A:	The proposed transaction is a merger in which TurboChef would be acquired by Middleby through a merger of TurboChef with and into Chef Acquisition Corp., a wholly-owned direct subsidiary of Middleby, with Chef Acquisition Corp. surviving the merger. We sometimes refer to Chef Acquisition Corp., the entity surviving the merger, as the surviving corporation.

	TurboChef, Middleby and Chef Acquisition Corp. have entered into an Agreement and Plan of Merger, dated as of August 12, 2008, which we refer to as the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.

	Q:	Why am I receiving these materials?

A:	We are delivering this document to you as both a proxy statement of TurboChef and a prospectus of Middleby. It is a proxy statement because it is being used by the TurboChef board of directors to solicit proxies from TurboChef stockholders in connection with the merger. This document is a prospectus being delivered to TurboChef stockholders because Middleby is offering shares of its common stock to be issued in exchange for shares of TurboChef common stock in the merger. The proxy statement/prospectus contains important information about the merger agreement, the merger and the special meeting, and you should read it carefully. Stockholders of Middleby are not required to approve the merger, any issuance of Middleby common stock in the merger or any other matter relating to the merger, and, accordingly, Middleby will not hold a meeting of its stockholders in connection with the merger.

	Q:	What will TurboChef stockholders receive in the merger?

A:	Upon completion of the merger, each issued and outstanding share of common stock of TurboChef will be converted into the right to receive 0.0486 of a share of Middleby common stock and $3.67 in cash (subject to adjustment in certain circumstances to preserve the intended treatment of the merger as a "reorganization" for United States federal income tax purposes). The exchange ratio for shares of Middleby common stock to be received by TurboChef stockholders is fixed and will not be adjusted to reflect stock price changes prior to the closing. Accordingly, the value of the stock consideration will fluctuate with the market price of Middleby common stock. Middleby will not issue fractional shares of its common stock. Instead, holders of TurboChef common stock will receive cash in lieu of the fractional Middleby common share based on the per share closing price of Middleby common stock on the last trading day immediately prior to the closing of the merger. See "The Merger Agreement—Merger Consideration" beginning on page 64 of this proxy statement/prospectus and "The Merger Agreement—Adjustments to Preserve Intended Tax Treatment" beginning on page 65 of this proxy statement/prospectus.

	Q:	Why did Middleby's board of directors approve the merger agreement?

A:	The Middleby board of directors, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, considered the following factors, among others:

	·	TurboChef's financial condition, results of operations, business, competitive position, pending legal proceedings and business prospects, as well as current industry, economic, government, regulatory and market conditions and trends;

	·	The Middleby board of director's assessment of the complementary strengths of each of the companies and the prospects of the combined company;

��	·	TurboChef's strategic attractiveness, including its reputation as a technology innovator, as well as the opportunities that a strategic acquisition would present to increase market penetration; and

	·	The terms and conditions of the merger agreement, including the form and amount of the consideration and the representations, warranties, covenants, conditions to closing and termination rights contained in that agreement.

	See "Middleby's Reasons for the Merger" beginning on page 54 for more information.

	Q:	Why did TurboChef's board of directors approve the merger agreement?

A:	In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement and to recommend that TurboChef stockholders vote in favor of adopting the merger agreement and approving the merger reflected therein, the TurboChef board of directors considered a number of potentially positive factors, including the following material factors, among others:

	·	the business, competitive position, strategy and prospects of TurboChef, the risk that it will not successfully implement its strategy and achieve its prospects, the competitive position of current and likely competitors in the industry in which TurboChef competes, and current industry, economic, and market conditions;

	·	the fact that the merger consideration for each share of TurboChef common stock represents approximately a 16% premium to the closing price of TurboChef common stock on August 11, 2008 and approximately a 30% premium to TurboChef's 20-day trading average price;

	·	the financial analyses reviewed with the TurboChef board of directors by representatives of Goldman Sachs, and its oral and written opinion that, as of August 12, 2008 and based upon and subject to the considerations described in its opinion, the merger consideration to be received by the holders of the TurboChef common stock in the merger was fair, from a financial point of view, to such stockholders;

	·	the value of the consideration to be received by the TurboChef stockholders, the fact that the cash portion of the consideration was not subject to any financing contingency and Middleby had shown adequate resources from which to fund such cash payment, which provides certainty and immediate value to these stockholders;

	·	the business, competitive position, strategy and prospects of Middleby, its success to date in integrating other acquired businesses and the perceived value of Middleby and TurboChef as a combined business; and

	·	the trends in TurboChef's speedcook oven industry, including industry consolidation and competition.

The TurboChef board of directors also discussed a variety of risks and other potentially negative factors resulting from the merger, including the following, among others:

	·	the fact that TurboChef will no longer exist as an independent public company and its stockholders will forgo any future increase in value that might result from possible growth as a standalone company;

	·	the fact that under the terms of the merger agreement, TurboChef cannot solicit another acquisition proposal and must pay to Middleby a termination fee of $7.0 million if the merger agreement is terminated under certain circumstances, which, in addition to being costly, might have the effect of discouraging other parties from proposing an alternative transaction that might be more advantageous to stockholders than the merger; and

	·	the interests that certain directors and executive officers of TurboChef may have with respect to the merger, in addition to their interests as stockholders generally.

For more information on the TurboChef's board of directors' considerations, see "The Merger—Reasons for the Merger" beginning on page 5444 of this proxy statement/prospectus.

	Q:	When and where is the TurboChef special meeting of stockholders?

A:	The special meeting of TurboChef stockholders will be held at the offices of Paul, Hastings, Janofsky & Walker LLP, 600 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30308, on , 2008 at , local time. All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Registration and seating will begin at 9:00 a.m., local time.

	Q:	What vote is required to approve the merger?

A:	We cannot complete the merger unless TurboChef stockholders vote to adopt the merger agreement and thereby approve the merger. The affirmative vote of the holders of a majority of the outstanding shares of TurboChef common stock entitled to vote is required to adopt the merger agreement.

	Q:	How does the TurboChef board of directors recommend that I vote?

A:	The TurboChef board of directors unanimously recommends that TurboChef stockholders vote FOR the proposal to adopt the merger agreement. For a description of the reasons underlying the recommendation of the TurboChef board of directors with respect to the merger agreement and the merger, see “The Merger — ~~Recommendation of the TurboChef Board of Directors; TurboChef’s~~ Reasons for the Merger” beginning on page 44 of this proxy statement/prospectus.

	Q:	Are there any stockholders already committed to vote in favor of the merger proposal?

A:	Yes. Pursuant to a voting and support agreement, all of the directors and certain officers of TurboChef, which collectively represent approximately 20% of TurboChef's outstanding shares, have agreed to vote their shares in favor of the adoption of the merger agreement. For a more complete description of the voting and support agreement, see "The Voting and Support Agreement" beginning on page 80 of this proxy statement/prospectus. The form of the voting and support agreement is also attached as Annex B to this proxy statement/prospectus.

	Q:	Are there any risks related to the merger or any risks relating to owning Middleby common stock that I should consider in deciding how to vote?

A:	Yes. There are a number of risks related to the merger and the other transactions contemplated by the merger agreement that are discussed in this proxy statement/prospectus and in other documents incorporated by reference or referred to in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in the section of this proxy statement/prospectus entitled "Risk Factors" beginning on page 28 and in the Middleby and TurboChef SEC filings referred to in “Where You Can Find More Information” beginning on page 89.

	Q:	When do the parties currently expect to complete the merger?

A:	We currently expect the transaction to close in the fourth quarter of 2008. However, we cannot assure you when or if the merger will occur. We must first obtain the necessary approval of TurboChef stockholders and the other closing conditions under the merger agreement must be satisfied or waived. It is possible that factors outside of the parties' control could require the parties to complete the merger at a later time or not to complete it at all.

	Q:	What do I need to do now?

A:	After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the TurboChef special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

	Q:	How do I vote?

A:	To vote before the TurboChef special meeting, complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope. ~~You~~If you hold your shares through a broker, bank or other nominee, you may ~~also submit a proxy~~be able to vote by internet or telephone. If internet and telephone ~~or through the Internet by following the~~voting is available with respect to your shares, you will receive instructions ~~with~~explaining those voting options from your ~~proxy card.~~broker. You may also cast your vote in person at the TurboChef special meeting.

	Q:	If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:	Your broker, bank or other nominee does not have authority to vote on the merger transaction without specific instructions from you as to how to vote. Your broker, bank or other nominee will vote your shares held by it in "street name" with respect to the merger transaction ONLY if you provide instructions to it on how to vote. You should follow the directions your broker or other nominee provides. Your broker, bank or other nominee does not have authority to vote on ~~procedural matters such as~~ a proposal to adjourn the special meeting to a later time if necessary in order to solicit additional proxies. Without specific instructions from you as to how to vote, your broker, bank or other nominee may not exercise its discretion as to how to vote your shares with respect to any ~~procedural matters, including adjournment.~~adjournment proposal .

	Q:	Should I send in my TurboChef stock certificates now?

A:	No. Please do not send your TurboChef stock certificates with your proxy card. You will receive written instructions from the exchange agent after the merger is completed on how to exchange TurboChef stock certificates for the merger consideration.

	Q:	May I change my vote after I have delivered my proxy or voting instruction card?

A:	Yes. You may change your vote at any time before your proxy is voted at the TurboChef special meeting. If you are a record holder, you may do this in one of ~~four~~three ways:

		(1) deliver a written instrument revoking the proxy to our Secretary,
		(2) deliver another proxy with a later date to our Secretary, or
		(3) submit a new proxy by telephone or through the Internet at a later time, but not later than 11:59 p.m. (Eastern time) on , 2008, or the day before the special meeting is adjourned or postponed; or
		~~(4)~~ vote in person.

	Attendance at the annual meeting will not constitute a revocation of a proxy absent compliance with one of the foregoing three methods of revocation. If your shares are held in an account at a broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote, as none of the above three choices is available with respect to those shares.

	Q:	How important is my vote?

A:	Every vote is important. If you fail to respond to the vote or fail to instruct your broker or other nominee how to vote on the merger proposal, it will have the same effect as a vote against adoption of the merger agreement. If you respond with an "abstain" vote on the merger proposal, your proxy will have the same effect as a vote against adoption of the merger agreement and the merger. If you respond but do not indicate how you want to vote on the merger transaction, your proxy will be counted as a vote in favor of the merger proposal.

	Q:	What are the material United States federal income tax consequences of the merger?

A:	Subject to the discussion under “Material United States Federal Income Tax Consequences of the Merger,” in connection with the filing of the registration statement of which this ~~document~~proxy statement/prospectus forms a part, Skadden, Arps, Slate, Meagher & Flom LLP, counsel to Middleby, ~~will deliver~~has delivered an opinion to Middleby, and Paul, Hastings, Janofsky & Walker LLP, counsel to TurboChef, ~~will deliver~~has delivered an opinion to TurboChef, to the effect that for United States federal income tax purposes (i) the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (which we refer to as the Internal Revenue Code or the Code) and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code. ~~Assuming the merger so qualifies,~~Accordingly, for United States federal income tax purposes, United States holders of TurboChef common stock will recognize gain (but ~~will~~should not recognize any loss), and the gain recognized will be equal to the lesser of (i) any cash received (other than cash received in lieu of a fractional share of Middleby common stock) and (ii) the excess of (x) the sum of the cash received (other than cash received in lieu of a fractional share of Middleby common stock) and the fair market value of the Middleby common stock received over (y) the TurboChef common stockholder’s tax basis in the shares of TurboChef common stock exchanged. In addition, the TurboChef common stockholder will recognize gain or loss attributable to cash received in lieu of a fractional share of Middleby common stock. It is also a condition to each of Middleby's and TurboChef's obligation to complete the merger that they receive the aforementioned opinions from their respective counsel (or from the other party's counsel). Please refer to the section entitled “The Merger—Material United States Federal Income Tax Consequences of the Merger” beginning on page 57 of this proxy statement/prospectus.

	Q:	Do I have appraisal rights?

A:	Yes. As a holder of TurboChef common stock, you are entitled to appraisal rights under the Delaware General Corporation Law in connection with the merger if you meet certain conditions and follow certain required procedures. See "The Merger—Appraisal Rights" beginning on page 60 of this proxy statement/prospectus.

	Q:	What happens if I sell my shares before the TurboChef special meeting?

A:	The record date of the TurboChef special meeting is earlier than the date of the TurboChef special meeting and the date the merger, if approved, is expected to be completed. If you sell some or all of your shares of TurboChef common stock after the record date but before the TurboChef special meeting, you will retain your right to vote at the TurboChef special meeting, but you will have transferred the right to receive the merger consideration. In order to receive the merger consideration, you must hold your shares until the closing of the merger.

	Q:	What if I hold TurboChef stock options or restricted stock units that settle in shares of TurboChef common stock?

A:	The merger agreement provides that immediately prior to the Closing all unvested restricted stock units that settle in shares of TurboChef common stock will become vested as to the number of shares of TurboChef Common Stock that are subject to such units as of the Closing. By virtue of the merger each such unit will be cancelled and converted into the right to receive the merger consideration in respect of such number of TurboChef Common Stock that are subject to each unit. At the closing of the merger, TurboChef shall terminate the TurboChef 2003 Stock Incentive Plan and each outstanding option to purchase shares of TurboChef common stock under TurboChef's 2003 Stock Incentive Plan will be cancelled and converted into the right to receive for each share of TurboChef common stock subject to such option, a cash payment equal to the excess, if any, of (i) the $3.67 cash consideration plus (ii) the 0.0486 exchange ratio multiplied by the average of the volume weighted averages of the trading prices of Middleby's common stock for each of the ten trading days ending on the third trading day prior to the Closing over (iii) the applicable exercise price. As a result of this formula, if, at the effective time of the merger, the exercise price of an option awarded under the TurboChef 2003 Stock Incentive Plan is greater than the aggregate value of the merger consideration, such option will be cancelled and the holder of such option will not receive any merger consideration in exchange for such option. Middleby will assume all outstanding options under TurboChef's former 1994 Stock Option Plan and TurboChef's outstanding warrants.

	At the closing of the merger, each share of TurboChef common stock subject to outstanding restricted stock units or Enersyst Development Center L.L.C. preferred unit exchange rights will be converted into the right to receive the merger consideration. See "The Merger Agreement—Treatment of TurboChef Stock Options and Restricted Stock Units" beginning on page 65 of this proxy statement/prospectus.

	Q:	What happens if the merger is not consummated?

A:	If the merger agreement is not adopted by TurboChef stockholders or if the merger is not completed for any other reason, TurboChef stockholders will not receive the merger consideration. Instead, TurboChef will remain an independent public company and the TurboChef common stock will continue to be listed on the NASDAQ Global ~~Select~~ Market. Under specified circumstances, TurboChef may be required to pay Middleby a termination fee in connection with the proposed merger, as described in "The Merger Agreement—Fees and Expenses" beginning on page 78 of this proxy statement/prospectus.

	Q:	Who should I contact if I have any questions about the proxy materials or voting power?

A:	If you have any questions about the merger or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact our proxy solicitor, D.F. King & Co., Inc. at (212) 269-5550 . If your shares are held in a stock brokerage account or by a bank or other nominee, you should call your broker or other nominee for additional information.

Other Information Regarding the Merger

TurboChef’s Board of Directors Unanimously Recommends that TurboChef Stockholders Vote “FOR” Adoption of the Merger Agreement

(see page 44)

TurboChef’s board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement were advisable for, fair to and in the best interests of TurboChef and its stockholders, and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The TurboChef board of directors unanimously recommends that TurboChef stockholders vote FOR the proposal to adopt the merger agreement.

For a more complete description of TurboChef's reasons for the merger and the recommendation of the TurboChef board of directors, see "The Merger—Recommendation of the TurboChef Board of Directors; TurboChef's Reasons for the Merger" beginning on page 44 of this proxy statement/prospectus.

TurboChef's Financial Advisor has Provided an Opinion as to the Fairness of the Merger Consideration, from a Financial Point of View, to TurboChef Stockholders

(see page 49)

Goldman, Sachs & Co. delivered its opinion to TurboChef’s board of directors that, as of August 12, 2008 and based upon and subject to the factors and assumptions set forth therein, the merger consideration of $3.67 in cash and 0.0486 shares of Middleby common stock per share of TurboChef common stock to be received by the holders of TurboChef common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated August 12, 2008, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided its opinion for the information and assistance of TurboChef’s board of directors in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of TurboChef’s common stock should vote with respect to the merger, or any other matter. Pursuant to an engagement letter between TurboChef and Goldman Sachs, TurboChef has agreed to pay Goldman Sachs a transaction fee of approximately $2,543,000, all of which is payable upon consummation of the merger.

Share Ownership of TurboChef Directors and Executive Officers

(see page 80)

At the close of business on the record date, directors and executive officers of TurboChef were entitled to vote approximately shares of TurboChef common stock, collectively representing approximately %20% of the shares of TurboChef common stock outstanding on that date (including shares held by affiliates of such individuals). These individuals have entered into a voting and support agreement with Middleby pursuant to which they have agreed, subject to the terms of the agreement, to vote the shares of TurboChef common stock they own as of the record date in favor of the merger proposal and in favor of any other matter necessary for the consummation of the transactions contemplated in the merger agreement. ~~For more information regarding the voting and support agreement, see~~ “~~"The Voting and Support Agreement,~~”~~" beginning on page 80 of this proxy statement/prospectus.~~

Interests of Directors and Executive Officers of TurboChef in the Merger

(see page 55)

You should be aware that some of TurboChef's directors and executive officers have interests in the merger that are different from, or are in addition to, the interests of TurboChef stockholders generally. These interests relate to (i) employment agreements between certain executive officers and TurboChef which provide for, among other things, severance compensation due after resignation of employment within six months of a change of control of TurboChef; (ii) the acceleration of vesting of outstanding TurboChef restricted stock unit awards granted to executive officers and directors; (iii) the acceleration of rights to exercise previously vested stock options under Fixed Exercise Amendment Agreements with directors and certain executive officers; and (iv) indemnification and insurance for TurboChef's directors and executive officers.

For a further discussion of the interests of TurboChef's directors and executive officers in the merger, see "The Merger—Interests of Executive Officers and Directors of TurboChef in the Merger," beginning on page 55 of this proxy statement/prospectus.

Information about the Companies

(see page 35)

The Middleby Corporation and Chef Acquisition Corp.

1400 Toastmaster Drive

Elgin, Illinois 60120

(847)741-3300

The Middleby Corporation is a global leader in the foodservice equipment industry. Middleby develops, manufactures, markets and services a broad line of equipment used for commercial food cooking, preparation and processing. Founded in 1888 as a manufacturer of baking ovens, Middleby has established itself as a leading provider of commercial restaurant equipment and food processing equipment. Middleby's competitive advantage comes as a result of its acquisition and development of industry leading brands and through the introduction of innovative products. Over the past three years Middleby has completed ~~ten~~nine acquisitions in the commercial foodservice equipment and food processing equipment industries. These acquisitions have added ~~fourteen~~thirteen brands to the Middleby portfolio and positioned Middleby as a leading supplier of equipment in both industries.

Chef Acquisition Corp., a wholly-owned subsidiary of Middleby, is a Delaware corporation formed on August 8, 2008, for the purpose of effecting the merger. Upon completion of the merger, TurboChef will merge with and into Chef Acquisition Corp.

~~See “Information About The Companies~~—~~The Middleby Corporation and Chef Acquisition Corp.” beginning on page 35.~~

TurboChef Technologies, Inc.

Six Concourse Parkway

Suite 1900

Atlanta, Georgia 30328

(678)987-1700

TurboChef Technologies, Inc. is a leading provider of equipment, technology and services focused on the high-speed preparation of food products. Its user-friendly speed cook ovens employ proprietary combinations of heating technologies, such as convection, air impingement, microwave energy and other advanced methods, to cook food products at speeds up to 12 times faster than, and to quality standards that it believes are comparable or superior to, that of conventional heating methods. TurboChef has been successfully developing and selling its products in the approximately $4.0 billion annual worldwide commercial primary cooking equipment market for over a decade. The speed, quality, compact size, ease of use and ventless operation of TurboChef ovens provide significant advantages to a wide range of foodservice operators, including full- and quick-service restaurants, hotels, stadiums, convenience stores and coffee shops. These customers increasingly value the ability to cook food in a quick and high quality manner with minimal employee training. In addition, TurboChef ovens enable certain other customers to significantly broaden their foodservice offerings. TurboChef offers four primary speed cook countertop models: the C3, Tornado® and i5 combination air and microwave batch ovens and the High h Batch (air only) model, and two high speed impingement air-only conveyor ovens, a floor model sized and a countertop version.

~~See “Information About The Companies~~—~~TurboChef Technologies, Inc.” beginning on page 35.~~

The Merger Agreement

(see page 64)

The terms and conditions of the merger are contained in the merger agreement, which is attached as Annex A to this proxy statement/prospectus. Please carefully read the merger agreement as it is the legal document that governs the merger.

Merger Consideration

(see page 64)

Upon completion of the merger, each outstanding share of TurboChef common stock will be cancelled and converted into the right to receive $3.67 in cash and 0.0486 of a share of Middleby common stock. Based on the closing sale price for Middleby common stock on , 2008, the latest practicable trading date before the printing of this proxy statement/prospectus, the 0.0486 of a share of Middleby common stock and $3.67 in cash represented approximately $ in value for each share of TurboChef common stock. Upon completion of the merger, holders of outstanding options to purchase TurboChef common stock (other than options under TurboChef's 1994 Stock Option Plan which will be assumed by Middleby) will be entitled to receive a cash payment; however, if at the effective time of the merger, the exercise price of an option is greater than the aggregate value of the cash payment otherwise payable, such option will be cancelled and the holder of such option will not receive any merger consideration in exchange for such option. Upon completion of the merger, holders of restricted stock units and preferred unit exchange rights will be entitled to receive the merger consideration. TurboChef stockholders and holders of options, restricted stock units and preferred unit exchange rights will receive an aggregate merger consideration of approximately $ million in cash and million shares of Middleby common stock based on (a) 30,789,825, the aggregate number of shares of TurboChef common stock outstanding as of October 30, 2008, plus 854,027, the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding restricted stock units as of October 30, 2008, plus 36,557, the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding preferred unit exchange rights, plus 2,640,577, the aggregate number of shares of TurboChef common stock issuable pursuant to the exercise of outstanding vested options as of October 30, 2008.

Conditions to Completion of the Merger

(see page 74)

A number of conditions must be satisfied (or, if permissible, waived) before the merger will be completed. These include, among others:

	·	the adoption of the merger agreement by the holders of a majority of the outstanding shares of TurboChef common stock;

	·	the expiration, termination or receipt (as applicable) of any applicable waiting period or required approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which we refer to as the HSR Act, and the antitrust or competition laws of applicable foreign ~~jurisdictions;~~jurisdictions (the Federal Trade Commission, which we refer to as the FTC, granted early termination of the applicable waiting periods under the HSR Act in connection with the merger on September 16, 2008);

	·	the absence of any laws prohibiting the completion of the merger;

	·	the effectiveness of the Registration Statement, of which this proxy statement/prospectus is a part, and the Registration Statement not being subject to any stop order or proceedings seeking a stop order;

	·	the approval for listing on the NASDAQ Global Select Market of the shares of Middleby common stock to be issued in the merger;

	·	the performance in all material respects by each party of all obligations required to be performed by it at or prior to the effective time of the merger;

	·	the receipt of certain specified third party consents;

	·	the accuracy of the representations and warranties of each party contained in the merger agreement, except, with respect to those TurboChef's representations and warranties relating to matters other than capitalization, authorization, stockholder approval, SEC reports, information supplied and the absence of a company "material adverse effect", to the extent that breaches of such representations and warranties would not result in a material adverse effect on TurboChef;

	·	the absence of any pending suit, action or proceeding (i) seeking to restrain or prohibit Middleby's or Chef Acquisition Corp.'s ownership or operation (or that of any of their respective subsidiaries or affiliates) of all or a material portion of their or TurboChef's and its subsidiaries' businesses or assets, or to compel Middleby or Chef Acquisition Corp. or their respective subsidiaries and affiliates to dispose of or hold separate any material portion of the business or assets of TurboChef or Middleby and their respective subsidiaries, (ii) seeking to restrain or prohibit or make materially more costly the consummation of the merger or the performance of any of the other transactions contemplated by the merger agreement, or seeking to obtain from TurboChef, Middleby or Chef Acquisition Corp. any material damages, (iii) seeking to impose limitations on the ability of Chef Acquisition Corp. or Middleby to acquire or hold, or exercise full rights of ownership of the TurboChef common stock; or (iv) which otherwise may reasonably be expected to have a material adverse effect on TurboChef; and

	·	receipt of an opinion from legal counsel that the merger constitutes a "reorganization" for U.S. federal income tax purposes under Section 368(a) of the Internal Revenue Code.

To the extent permitted by applicable law, each of Middleby, Chef Acquisition Corp. and TurboChef may waive the conditions to the performance of its respective obligations under the merger agreement and complete the merger even though one or more of these conditions have not been met. Neither TurboChef nor Middleby can give any assurance that all of the conditions to the merger will be either satisfied or waived or that the merger will occur.

~~See “Merger Agreement—Conditions to Obligations to Complete the Merger” beginning on page 74.~~

No Solicitation by TurboChef

(see page 72)

The merger agreement contains detailed provisions that prohibit TurboChef and its subsidiaries and their representatives from, directly or indirectly:

	·	initiating, soliciting or knowingly encouraging (including by way of furnishing information or assistance), or knowingly inducing, or taking any action that is designed to or could reasonably be expected to lead to, an acquisition proposal;

	·	entering into, continuing, participating in discussions or negotiations, furnishing nonpublic information or otherwise cooperating in any way with any person that is seeking to make or has made an acquisition proposal;

	·	failing to make, withdrawing or modifying in any manner adverse to Middleby, the TurboChef board of directors' recommendation in favor of the merger, or recommending, approving, adopting, or publicly proposing to recommend, adopt or approve an acquisition proposal;

	·	granting any waiver or release under any standstill or similar agreement; or

	·	entering into any letter of intent, understanding or agreement contemplating or relating to, or that is intended to or could reasonably be expected to lead to, an acquisition proposal.

The merger agreement does not, however, prohibit the TurboChef board of directors from considering and recommending to TurboChef's stockholders an unsolicited bona fide written acquisition proposal from a third party if specified conditions are met. Additionally, in response to an unsolicited bona fide written acquisition proposal from a third party that the TurboChef board of directors determines in good faith, after consultation with outside advisors, is or would reasonably be likely to lead to a superior proposal, TurboChef may, if specified conditions are met, furnish information or draft agreements to the third party making such acquisition proposal.

~~See “Merger Agreement—No Solicitation by TurboChef” beginning on page 72.~~

Termination of the Merger Agreement

(see page 77)

Under circumstances specified in the merger agreement, the merger agreement may be terminated and the merger abandoned at any time prior to the effective time (whether before or after the adoption of the merger agreement by TurboChef's stockholders) if:

·	TurboChef and Middleby mutually agree; or

·	by either party if:

	·	the merger does not occur by December 31, 2008;

	·	there is any law that makes consummation of the merger illegal or otherwise prohibited, or there is any final and nonappealable ruling, judgment, injunction, order or decree of any governmental entity that enjoins TurboChef or Middleby from consummating the merger;

	·	the required approval of TurboChef stockholders is not obtained at the TurboChef special meeting or any adjournment or postponement thereof; or

	·	the other party breaches any representation, warranty, covenant or agreement in a way that the related condition to closing would not be satisfied and such breach is not cured within 20 days after notice from the party wishing to terminate the merger agreement.

Under circumstances specified in the merger agreement, Middleby may terminate the merger agreement if:

	·	the TurboChef board of directors changes its recommendation that the stockholders of TurboChef adopt the merger agreement and the other transactions contemplated by the merger agreement (other than due to an intervening event with respect to Middleby) or fails to publicly affirm its recommendation of the merger within ten business days after a request from Middleby to do so; or

	·	TurboChef breaches in any material respect its non-solicitation covenant.

Under circumstances specified in the merger agreement, TurboChef may terminate the merger agreement if:

	·	TurboChef has received, at any time prior to the adoption of the merger agreement by TurboChef's stockholders, a superior proposal in accordance with the terms of the merger agreement and the TurboChef board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties imposed by Delaware law, provided that it complies with the provisions of the merger agreement, including the no solicitation provision discussed above, and concurrently with such termination TurboChef has paid Middleby the termination fee described below; or

	·	the TurboChef board of directors changes its recommendation that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement due to an intervening event with respect to Middleby.

~~See “Merger Agreement— Termination of the Merger Agreement” beginning on page 77.~~

Fees and Expenses

(see page 78)

Under the terms of the merger agreement, TurboChef and Middleby generally will be responsible for their respective fees and expenses in connection with the transaction. TurboChef must pay to Middleby, however, a termination fee of $7.0 million if:

	·	Middleby terminates the merger agreement because the TurboChef board of directors changes its recommendation that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement other than in relation to an intervening event with respect to Middleby, or fails to publicly affirm its recommendation of the merger within ten business days after a request from Middleby to do so;

	·	Middleby terminates the merger agreement because TurboChef breaches in any material respect its non-solicitation covenant;

	·	TurboChef terminates the merger agreement because, prior to the adoption of the merger agreement by the holders of a majority of the outstanding shares of TurboChef's common stock, it received a superior proposal, the TurboChef board of directors determines in good faith after consultation with outside legal counsel that the failure to take such action would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties imposed by Delaware law and it has otherwise complied with the no solicitation provision discussed below under "The Merger Agreement—No Solicitation by TurboChef";

	·	TurboChef or Middleby terminates the merger agreement because the merger is not consummated by December 31, 2008, prior to such termination an acquisition proposal has been received by TurboChef or publicly announced and not withdrawn or abandoned, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal;

	·	TurboChef or Middleby terminates the merger agreement because the required approval of TurboChef stockholders is not obtained at the TurboChef special meeting or any adjournment or postponement thereof, prior to such termination an acquisition proposal has been received by TurboChef or publicly announced and not withdrawn or abandoned, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal; or

	·	Middleby terminates the merger agreement because TurboChef breaches any representation, warranty, covenant or agreement in a way that the related condition to closing would not be satisfied and fails to cure its breach within 20 days after notice from Middleby, and prior to such termination an acquisition proposal has been received by TurboChef or publicly announced and not withdrawn or abandoned, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal.

~~See “Merger Agreement— Fees and Expenses” beginning on page 78.~~

The Voting and Support Agreements

(see page 80)

Concurrently with the execution of the merger agreement, certain directors and executive officers of TurboChef have agreed to, among other things and subject to certain exceptions, vote their TurboChef shares in favor of the adoption of the merger agreement and thereby approve the merger. ~~See "The Voting and Support Agreement" beginning on page 80 of this proxy statement/prospectus for more information.~~

Regulatory Matters

(see page 60)

The merger is subject to antitrust laws. Under the HSR Act, and the rules promulgated under the HSR Act by the Federal Trade Commission, referred to as the FTC, the merger may not be completed until notifications have been given and information furnished to the FTC and to the Antitrust Division of the Department of Justice, referred to as the Antitrust Division, and the specified waiting period has been terminated or has expired. TurboChef and Middleby each filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on August 26, 2008. ~~See “The Merger—Regulatory Matters” beginning~~The FTC granted early termination of the applicable waiting periods under the HSR Act in connection with the merger on ~~page 60 of this proxy statement/prospectus for more information.~~September 16, 2008.

Appraisal Rights

(see page 60)

Under the General Corporation Law of the State of Delaware, or the DGCL, holders of shares of TurboChef common stock have the right to receive an appraisal of the fair value of their shares of TurboChef common stock in connection with the merger. To exercise appraisal rights, a TurboChef stockholder:

	·	must not vote for the merger proposal;

	·	must deliver to TurboChef a written appraisal demand before the stockholder vote on the merger agreement is taken at the TurboChef special meeting;

	·	must not submit a letter of transmittal; and

	·	must strictly comply with all of the procedures required by the DGCL.

A copy of Section 262 of the DGCL, which addresses appraisal rights, is reprinted in its entirety as Annex D to this proxy statement/prospectus. ANY TURBOCHEF STOCKHOLDER WHO WISHES TO EXERCISE APPRAISAL RIGHTS OR WHO WISHES TO PRESERVE HIS OR HER RIGHT TO DO SO SHOULD REVIEW ANNEX D CAREFULLY AND SHOULD CONSULT HIS OR HER LEGAL ADVISOR, SINCE FAILURE TO TIMELY COMPLY WITH THE PROCEDURES SET FORTH THEREIN WILL RESULT IN THE LOSS OF SUCH RIGHTS.

A VOTE IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT BY A TURBOCHEF STOCKHOLDER WILL RESULT IN A WAIVER OF SUCH HOLDER'S RIGHT TO APPRAISAL.

~~See “The Merger—Appraisal Rights” beginning on page 60 and Annex D to this proxy statement/prospectus.~~

Selected Summary Historical Financial Data

Middleby and TurboChef are providing the following financial information to aid you in your analysis of the financial aspects of the merger. This information is only a summary and you should read it in conjunction with the historical consolidated financial statements of each of Middleby and TurboChef and the related notes contained in the annual reports and other information that each of Middleby and TurboChef has previously filed with the SEC and which is incorporated herein by reference. See “Where You Can Find More Information” beginning on page 89.

Selected Summary Historical Financial Data of Middleby

The following statement of earnings data for each of the 2007, 2006, and 2005 fiscal years and the balance sheet data as of the 2007 and 2006 fiscal year ends have been derived from Middleby's audited financial statements, as restated, and related notes which are incorporated by reference in this proxy statement/prospectus. The information for 2004 and 2003 has been derived from audited financial statements not incorporated by reference herein. The statements of earnings data for the three and six months ended June 30, 2007 and June 28, 2008 and the balance sheet data as of June 28, 2008 have been derived from Middleby's unaudited financial statements and related notes which are incorporated by reference in this proxy statement/prospectus. In the opinion of Middleby's management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all normal and recurring adjustments necessary for the fair presentation of Middleby's financial position and results of operations for these periods. The summary financial data set forth below should be read in conjunction with Middleby's financial statements, the related notes, “Risk Factors,” “Selected Financial Data” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere or incorporated by reference in this proxy statement/prospectus. The historical results are not necessarily indicative of the results to be expected for any future period. In particular, because the results of operations and financial condition related to Middleby’s acquisitions are included in Middleby’s Statement of Earnings Data and Balance Sheet Data commencing on those respective acquisition dates, comparisons of Middleby’s results of operations and financial condition for periods prior to and subsequent to those acquisitions are not indicative of future results.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

(amounts in thousands, except per share data)

Fiscal Year Ended(1)(2)

	2007 (3)			2006 (4)		2005 (5)		2004			2003
Statement of Earnings Data:
Net sales	$	500,472		$	403,131	$	316,668	$	271,115		$	242,200
Cost of sales		308,107			246,254		195,015		168,487			156,347

Gross profit		192,365			156,877		121,653		102,628			85,853
Selling and distribution expenses		50,769			40,371		33,772		30,496			29,609
General and administrative expenses		48,663			39,605		29,909		23,113			21,228
Stock repurchase transaction expenses		--			--		--		12,647			--
Lease reserve adjustments		--			--		--		(1,887	)		--

Income from operations		92,933			76,901		57,972		38,259			35,016
Interest expense and deferred financing amortization, net		5,855			6,932		6,437		3,004			5,891
Debt extinguishment expenses		481			--		--		1,154			--
Loss (gain) on financing derivatives		314			--		--		(265	)		(62	)
Other (income) expense, net		(1,696	)		161		137		522			366

Earnings before income taxes		87,979			69,808		51,398		33,844			28,821
Provision for income taxes		35,365			27,431		19,220		10,256			10,123
Net earnings	$	52,614		$	42,377	$	32,178	$	23,588		$	18,698

Net earnings per share:
Basic	$	3.35		$	2.77	$	2.14	$	1.28		$	1.03
Diluted	$	3.11		$	2.57	$	1.99	$	1.19		$	1.00


Weighted average number of shares outstanding:
Basic		15,694		15,286		15,028		18,400		18,130
Diluted		16,938		16,518		16,186		19,862		18,784

Cash dividends declared per common share	$	--	$	--	$	--	$	0.20	$	0.13

Balance Sheet Data:
Working capital	$	61,573	$	11,512	$	7,590	$	10,923	$	3,490
Total assets		413,647		288,323		267,219		209,675		194,620
Total debt		96,197		82,802		121,595		123,723		56,500
Total liabilities		230,735		187,749		218,719		202,460		132,530

Retained earnings			166,896				115,917				73,540				41,362				21,470
Stockholders' equity			182,912				100,573				48,500				7,215				62,090

(1)	The company's fiscal year ends on the Saturday nearest to December 31.

(2)	The prior years’ net earnings per share, the number of shares and cash dividends declared have been adjusted to reflect the company’s stock split that occurred on June 15, 2007. See Note 4 to The Notes to Consolidated Financial Statements on Middleby’s 2007 Form 10-K/A for further detail.

(3)	During the year ended December 29, 2007, Middleby acquired the assets of Jade Products Company (“Jade”), Carter-Hoffmann (“CH”), MP Equipment Company (“MP”), and Wells Bloomfield (“Wells”), in separate transactions, each accounted for as a purchase. The results of operations of Jade, CH, MP and Wells have been included in Middleby’s consolidated results of operations since the purchase dates of April 1, 2007, June 29, 2007, July 2, 2007 and August 3, 2007, respectively.

(4)	During the year ended December 30, 2006, Middleby completed the acquisition of Huono A/S in a transaction accounted for as a purchase. The results of operations of Huono have been included in Middleby’s consolidated results of operations since the August 31, 2006 purchase date.

(5)	During the year ended December 31, 2005, Middleby acquired Nu-Vu Foodservice Systems and Alkar Holdings Inc. The results of operations of Nu-Vu and Alkar have been included in Middleby’s consolidated results of operations since January 7, 2005 and December 7, 2005, respectively, the purchase dates.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

(In Thousands, Except Per Share Data)

( Unaudited )

	Three Months Ended					Six Months Ended
	Jun. 28, 2008 (1)		Jun. 30, 2007(2)			Jun. 28, 2008 (1)		Jun. 30, 2007(2)
Statement of Earnings Data:
Net sales	$	173,513	$	113,248		$	334,396	$	218,943
Cost of sales		106,505		68,362			208,486		132,952
Gross profit		67,008		44,886			125,910		85,991

Selling expenses		16,676		11,952			32,921		23,068
General and administrative expenses		17,840		11,732			34,481		22,915
Income from operations		32,492		21,202			58,508		40,008

Net interest expense and deferred financing amortization		3,039		1,273			6,742		2,517
Other expense (income), net		561		(630	)		948		(737	)
Earnings before income taxes		28,892		20,559			50,818		38,228
Provision for income taxes		11,775		7,977			20,520		14,926
Net earnings	$	17,117	$	12,582		$	30,298	$	23,302

Net earnings per share:
Basic	$	1.07	$	0.80		$	1.89	$	1.50
Diluted	$	0.99	$	0.75		$	1.76	$	1.39


Weighted average number of shares
Basic		15,990		15,641			16,022		15,576
Dilutive stock options		1,254		1,234			1,184		1,232
Diluted		17,244		16,875			17,206		16,808

Cash dividends declared per common share	$	--	$	--		$	--	$	--

(1)	During the first half of fiscal 2008, Middleby acquired the stock of New Star International Holdings, Inc. and subsidiaries (“Star”), the stock of Giga Grandi Cucine S.r.l (“Giga”) and the assets of FriFri aro SA (“FriFri”) in separate transactions, each accounted for as a purchase. The results of operations of Star, Giga and FriFri have been included in Middleby’s consolidated results of operations since the purchase dates of December 31, 2007, April 22, 2008 and April 23, 2008, respectively.

(2)	During the first half of fiscal 2007, Middleby acquired the assets of Jade Products Company (“Jade”) and Carter-Hoffmann (“CH”) in separate transactions, each accounted for as a purchase. The results of operations of Jade and CH have been included in Middleby’s consolidated results of operations since the purchase dates of April 1, 2007 and June 29, 2007, respectively.

THE MIDDLEBY CORPORATION AND SUBSIDIARIES

(In Thousands, Except Per Share Data)

	As of June 28, 2008		As of December 29, 2007
Balance Sheet Data:	(unaudited)
Working capital	$	87,782	$	61,573
Total assets		656,743		413,647
Total debt		274,573		96,197
Total stockholders' equity		199,136		182,912

Selected Summary Historical Financial Data of TurboChef

The following statements of operations data for each of the years ended December 31, 2007, 2006 and 2005 and the balance sheet data as of December 31, 2007 and 2006 have been derived from TurboChef’s audited financial statements and related notes which are incorporated by reference in this proxy statement/prospectus. The information for 2004 and 2003 has been derived from audited financial statements not incorporated by reference herein. The statements of operations data for the three and six months ended June 30, 2008 and 2007 and the balance sheet data as of June 30, 2008 have been derived from TurboChef’s unaudited financial statements and related notes which are incorporated by reference in this proxy statement/prospectus. In the opinion of management, the unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments necessary for the fair presentation of TurboChef’s financial position and results of operations for these periods. The summary financial data set forth below should be read in conjunction with TurboChef’s financial statements, the related notes, “Risk Factors,” “Use of Proceeds,” Capitalization,” “Selected Financial Data,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere or incorporated by reference in this proxy statement/prospectus. The historical results are not necessarily indicative of the results to be expected for any future period.

	Years Ended December 31,
Statements of Operations Data:	2007			2006			2005			2004 (b)			2003
	(in thousands except share and per share data)

Revenues	$	108,106		$	48,669		$	52,249		$	70,894		$	3,690

Costs and expenses:
Cost of product sales		66,645			31,929			43,532			44,047			1,946
Research and development expenses		5,177			4,357			4,307			1,202			897
Purchased research and development (a)		-			7,665			6,285			-			-
Selling, general and administrative		53,427			28,986			34,398			19,191			7,747
Compensation and severance expenses related to termination of former directors and officers		-			-			-			-			7,585
Total costs and expenses		125,249			72,937			88,522			64,440			18,175

Operating (loss) income		(17,143	)		(24,268	)		(36,273	)		6,454			(14,485	)
Interest expense and other (c)		(729	)		(436	)		(332	)		(8	)		(1,105	)
Interest income		638			1,300			1,536			169			17
Total other (expense) income		(91	)		864			1,204			161			(1,088	)

(Loss) income before taxes		(17,234	)		(23,404	)		(35,069	)		6,615			(15,573	)
Provision for income taxes		-			-			-			301			-
Net (loss) income		(17,234	)		(23,404	)		(35,069	)		6,314			(15,573	)

Preferred stock dividends		-			-			-			-			(195	)
Beneficial conversion feature of preferred stock (d)		-			-			-			-			(12,605	)

Net (loss) income applicable to common stockholders	$	(17,234	)	$	(23,404	)	$	(35,069	)	$	6,314		$	(28,373	)
Net (loss) income per share applicable to common stockholders::
Basic	$	(0.59	)	$	(0.81	)	$	(1.25	)	$	0.52		$	(4.17	)
Diluted	$	(0.59	)	$	(0.81	)	$	(1.25	)	$	0.25		$	(4.17	)
Weighted average number of shares outstanding:
Basic		29,294,596			28,834,821			28,034,103			12,256,686			6,797,575
Diluted		29,294,596			28,834,821			28,034,103			25,626,215			6,797,575

(a)

During the year ended December 31, 2005, TurboChef purchased the patents and technology assets of Global Appliance Technologies, Inc. (Global). The agreement provided for payment of additional consideration contingent on filing a specific number of patent applications within 18 months of the closing date of the transaction. At the time of closing, approximately $6.3 million of the purchase price was allocated to purchased research and development. In 2006, the contingencies were resolved and an additional $7.7 million of the additional consideration payable was allocated to purchased research and development.

(b)	During the year ended December 31, 2004, TurboChef completed the acquisition of Enersyst Development Center, L.L.C. in a transaction accounted for as a purchase. The results of operations of Enersyst have been included in its consolidated results of operations since the May 21, 2004 purchase date.

(c)	Amount for 2003 represents $1.1 million of debt extinguishment costs incurred in 2003.

(d)

During 2003, TurboChef incurred a non-cash charge of $12.6 million to record a deemed dividend in recognition of the beneficial conversion feature intrinsic in the terms of its Series D Convertible Preferred Stock. The Series D Convertible Preferred Stock was considered redeemable until July 19, 2004 when shareholders approved an amendment to increase the number of authorized shares of TurboChef common stock to 100,000,000 and a sufficient number of shares of common stock were subsequently reserved to permit the conversion of all outstanding shares of the Series D Convertible Preferred Stock into shares of common stock. As of October 28, 2004, all shares of Series D Convertible Preferred Stock had been converted to shares of common stock.

	As of December 31,
Balance Sheet Data:	2007			2006			2005 (a)			2004			2003
(in thousands)

Cash and cash equivalents	$	10,149		$	19,675		$	40,098		$	12,942		$	8,890
Working capital (deficit)		11,358			25,677			43,745			17,399			(5,685	)
Total assets		88,721			72,201			86,150			50,687			11,420
Total amounts outstanding under credit facility		9,000			-			-			-			-
Total liabilities, including mezzanine equity		56,214			26,496			21,378			17,088			18,155
Accumulated deficit		(142,026	)		(124,792	)		(101,388	)		(66,319	)		(72,633	)
Total stockholders’ equity (deficit)		32,507			45,705			64,772			33,779			(6,735	)

(a)

During the year ended December 31, 2005, TurboChef purchased the patents and technology assets of Global Appliance Technologies, Inc. (Global). The agreement provided for payment of additional consideration contingent on delivery of a specific number of patent applications within 18 months of the closing date of the transaction. At the time of closing, approximately $6.3 million of the purchase price was allocated to purchased research and development. In 2006, the contingencies were resolved and an additional $7.7 million of the additional consideration payable was allocated to purchased research and development.

	Three months ended June 30,						Six months ended June 30,
Statements of Operations Data:	2008			2007			2008			2007
	(Unaudited)						(Unaudited)
	(in thousands except share and per share data)
Revenues	$	21,187		$	22,968		$	45,668		$	41,299

Costs and expenses:
Cost of product sales		12,488			13,931			27,198			25,464
Research and development expenses		1,326			1,379			2,799			2,866
Selling, general and administrative		14,004			14,196			26,406			24,489
Total costs and expenses		27,818			29,506			56,403			52,819

Operating loss		(6,631	)		(6,538	)		(10,735	)		(11,520	)

Interest expense and other		(152	)		(160	)		(464	)		(316	)
Interest income		24			180			97			401
Total other (expense) income		(128	)		20			(367	)		85

Net loss	$	(6,759	)	$	(6,518	)	$	(11,102	)	$	(11,435	)

Net loss per share applicable to common stockholders:
Basic and diluted	$	(0.22	)	$	(0.22	)	$	(0.37	)	$	(0.39	)
Weighted average number of shares outstanding:
Basic and diluted		30,264,211			29,247,657			30,197,174			29,235,610

	As of June 30, 2008			As of December 31, 2007
Balance Sheet Data:	(unaudited)
	(in thousands)

Cash and cash equivalents	$	13,139		$	10,149
Working capital		9,334			11,358
Total assets		80,058			88,721
Total amounts outstanding under credit facility		8,000			9,000
Total liabilities		49,341			56,214
Accumulated deficit		(153,128	)		(142,026	)
Total stockholders’ equity		30,717			32,507

Selected Unaudited Pro Forma Condensed Combined Financial Statements of Middleby

The following selected unaudited pro forma condensed combined financial statements are designed to show how the merger of Middleby and TurboChef might have affected the historical financial data of Middleby, giving effect to the merger as if it had been consummated at an earlier date. The following selected unaudited pro forma condensed combined financial statements give effect to the merger as if it had been completed on June 28, 2008, with respect to the pro forma balance sheet, and as of December 31, 2006 (the first day of Middleby's fiscal year 2007), with respect to the pro forma statement of earnings. The historical financial statements have been adjusted to give effect to pro forma events that are directly attributable to the merger, factually supportable, and expected to have a continuing impact of the combined results. Additionally, the following unaudited pro forma condensed combined financial statements also give effect to the December 31, 2007 Middleby acquisition of New Star International Holdings, LLC (“New Star”). The unaudited pro forma financial statements give effect to the New Star acquisition as if it had been completed on December 31, 2006 (first day of Middleby's fiscal year 2007) with respect to the pro forma statement of earnings. Middleby’s statement of earnings for the six month period ended June 28, 2008 and the balance sheet at June 28, 2008, include the results of New Star.

The following unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and notes thereto of Middleby and TurboChef included in their respective Annual Reports on Form 10-K/A and Form 10-K for the fiscal years ended December 29, 2007 and December 31, 2007, respectively and subsequent Quarterly Reports on Form 10-Q for the periods presented, each of which has been incorporated by reference. See “Where You Can Find More Information” on page 89. Certain amounts in TurboChef 's historical financial statements have been reclassified to conform to Middleby's presentation of such items.

The following selected unaudited pro forma condensed combined financial statements were prepared using the purchase method of accounting with Middleby treated as the acquiring entity and reflect adjustments, which are based upon preliminary estimates, to allocate the estimated purchase price to TurboChef’s assets acquired and liabilities assumed. The following unaudited pro forma condensed combined financial statements are based on TurboChef stockholders receiving 0.0486 of a share of Middleby common stock and $3.67 in cash for each share of TurboChef common stock in the merger. The purchase price allocation reflected herein is preliminary insofar as the final allocation will be based upon the actual purchase price, including transaction costs and the actual assets acquired and liabilities assumed of TurboChef as of the date of the completion of the merger. The excess of the purchase price over the estimated fair values of TurboChef 's assets acquired and liabilities assumed is recorded as other identifiable intangible assets and goodwill. Additionally, Middleby has yet to complete the detailed valuation studies necessary to finalize the purchase price allocation and identify any necessary conforming accounting policy changes for TurboChef. Accordingly, the final purchase price allocation, which will be determined subsequent to the closing of the merger, may differ materially from the preliminary allocation used to calculate the pro forma data included in this section, although these amounts represent Middleby management's best estimate as of the date of this document.

Preparation of the unaudited pro forma condensed combined financial statements was based on estimates and assumptions deemed appropriate by Middleby’s management. The pro forma adjustments and certain other assumptions are described in the accompanying notes. The pro forma condensed combined financial statements are unaudited and are presented for illustrative purposes only. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial condition or results of operations that actually would have been realized had the merger been competed on the dates indicated above. In addition, the following unaudited pro forma financial statements do not purport to project the future financial condition or results of operations of the combined company. Middleby management has not completed an evaluation of TurboChef’s accounting policies and practices to determine if they conform to Middleby’s accounting policies and practices. Any changes identified by management may impact the future combined results of operations of Middleby and TurboChef. The pro forma financial information does not include the effects of expected operating synergies and cost savings related to the acquisition. The pro forma financial information also does not include costs for integrating TurboChef and Middleby.

UNAUDITED PRO FORMA CONDENSED COMBINED

BALANCE SHEETS

(in thousands, except share data)

ASSETS	Middleby Jun. 28, 2008			TurboChef Jun. 30, 2008			Pro Forma Adjustments for the Acquisition				Pro Forma for the Acquisition
Current assets:
Cash and cash equivalents	$	7,049		$	$ 13,139		$	(13,139	)	(a)	$	7,049
Accounts receivable, net		102,783			16,087			-				118,870
Inventories, net		91,574			17,955			3,757		(b)		113,286
Prepaid expenses and other		9,804			10,533			(3,929	)	(c)		16,408
Prepaid taxes		6,303			-			-				6,303
Current deferred taxes		14,614			-			-				14,614
Total current assets		232,127			57,714			(13,311	)			276,530
Property, plant and equipment, net		46,208			7,480			-				53,688
Goodwill		247,929			5,934			97,324		(d)		351,187
Other intangibles		127,438			8,786			63,564		(e)		199,788
Deferred tax asset		--			--			4,424		(f)		4,424
Other assets		3,041			144			1,133		(g)		4,318
Total assets	$	656,743		$	80,058		$	153,134			$	889,935

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current maturities of long-term debt	$	8,705		$	8,000		$	(8,000	)	(h)	$	8,705
Accounts payable		42,868			21,333			-				64,201
Accrued expenses		92,772			19,047			2,646		(i)		114,465
Total current liabilities		144,345			48,380			(5,354	)			187,371

Long-term debt		265,868			-			127,998		(j)		393,866
Long-term deferred tax liability		24,777			-			(24,777	)	(k)		-
Other non-current liabilities		22,617			961			2,500		(l)		26,078
Stockholders' equity:
Middleby preferred stock, $.01 par value; none issued		-			-			-				-
TurboChef preferred stock, $1 par value, 5,000,000 shares authorized; none issued		-			-			-				-
TurboChef preferred membership units exchangeable for shares of common stock		-			380			(380	)	(m)		-
Middleby common stock, $.01 par value, 47,500,000 shares authorized; 21,008,936 shares issued in 2008		120			-					(n)		120
TurboChef common stock, $.01 par value, 100,000,000 shares authorized; 30,402,918 shares issued in 2008		-			304			(304	)			-
Paid-in capital		101,861			183,161			(99,677	)	(o)		185,345
Middleby treasury stock at cost; 4,069,771 shares in 2008		(102,000	)		-			-				(102,000	)
Retained earnings (accumulated deficit)		197,194			(153,128	)		153,128		(p)		197,194
Accumulated other comprehensive income		1,961			-			-				1,961
Total stockholders' equity		199,136			30,717			52,767				282,620
Total liabilities and stockholders' equity	$	656,743		$	80,058		$	153,134			$	889,935

The accompanying Notes to Pro Forma Condensed Combined Financial Statements

are an integral part of these statements.

UNAUDITED PRO FORMA CONDENSED COMBINED

~~STATEMENTS OF EARNINGS~~

~~(in thousands, except per share data)~~

Six Months Ended

Middleby
Jun. 28, 2008

TurboChef
Jun. 30, 2008

Pro Forma
Adjustments
for the
Acquisition

Pro Forma
for the
Acquisition

Net sales $ 334,396 $ 45,668 $ (175 ) (q) $ 379,889
Cost of sales 208,486 30,359 (175 ) (r) 238,670
Gross profit
125,910 15,309 - 141,219

Selling and distribution expenses 32,921 13,736 - 46,657
General and administrative expenses 34,481 12,308 2,433 (s) 49,222
Income (loss) from operations
58,508 (10,735 ) (2,433 ) 45,340

Interest expense and deferred financing amortization, net 6,742 320 3,800 (t) 10,862
Other expense, net 948 47 - 995
Earnings (loss) before income taxes
50,818 (11,102 ) (6,233 ) 33,483
Provision (benefit) for income taxes 20,520 - (6,934 ) (u) 13,586
Net earnings (loss)
$ 30,298 $ (11,102 ) $ 701 $ 19,897

Net earnings (loss) per share:
  Basic
$ 1.89 $ (0.37 ) $ 1.13
  Diluted
$ 1.76 $ (0.37 ) $ 1.06

Weighted average number of shares
  Basic
16,022 30,197 17,547
  Diluted
17,206 30,197 18,731

~~The accompanying Notes to Pro Forma Condensed Combined Financial Statements~~

~~are an integral part of these statements.~~

~~UNAUDITED PRO FORMA CONDENSED COMBINED~~

STATEMENTS OF EARNINGS

(in thousands, except per share data)

	Six Months Ended
	Middleby Jun. 28, 2008		TurboChef Jun. 30, 2008			Pro Forma Adjustments for the Acquisition				Pro Forma for the Acquisition

Net sales	$	334,396	$	45,668		$	(175	)	(q)	$	379,889
Cost of sales		208,486		30,359			(175	)	(r)		238,670
Gross profit		125,910		15,309			-				141,219

Selling and distribution expenses		32,921		13,736			-				46,657
General and administrative expenses		34,481		12,308			2,433		(s)		49,222
Income (loss) from operations		58,508		(10,735	)		(2,433	)			45,340

Interest expense and deferred financing amortization, net		6,742		320			3,800		(t)		10,862
Other expense, net		948		47			-				995
Earnings (loss) before income taxes		50,818		(11,102	)		(6,233	)			33,483
Provision (benefit) for income taxes		20,520		-			(6,934	)	(u)		13,586
Net earnings (loss)	$	30,298	$	(11,102	)	$	701			$	19,897


Net earnings (loss) per share:
Basic	$	1.89	$	(0.37	)					$	1.13
Diluted	$	1.76	$	(0.37	)					$	1.06

Weighted average number of shares
Basic		16,022		30,197							17,547
Diluted		17,206		30,197							18,731

The accompanying Notes to Pro Forma Condensed Combined Financial Statements

are an integral part of these statements.

UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENTS OF EARNINGS

(in thousands, except per share data)

Twelve Months Ended
Twelve
Months Ended

Middleby
Dec. 29,
2007

New Star
Nov. 30,
2007
(1)
Pro Forma
Adjustments

Pro Forma
for the
Acquisition

TurboChef
Dec. 31,
2007

Pro Forma
Adjustments

Pro
Forma
for the
Acquisition

Net sales $ 500,472 $ 92,041 $ - $ 592,513 $ 108,106 $ (350 ) (q) $ 700,269
Cost of sales 308,107 59,719 - 367,826 71,590 (350 ) (r) 439,066
Gross profit 192,365 32,322 - 224,687 36,516 - 261,203
Selling and distribution expenses 50,769 9,512 - 60,281 17,267 - 77,548
General and administrative expenses 48,663 10,457 2,447 (v) 61,567 36,392 4,517 (s) 102,476
Income (loss) from operations 92,933 12,353 (2,447 ) 102,839 (17,143 ) (4,517 ) 81,179
Interest expense and deferred financing amortization, net 6,336 2,768 9,557 (w) 18,661 97 8,189 (t) 26,947
Other (income) expense, net (1,382 ) 197 (236 ) (x) (1,421 ) (6 ) - (1,427 )
Earnings (loss) before income taxes 87,979 9,388 (11,768 ) 85,599 (17,234 ) (12,706 ) 55,659
Provision (benefit) for income taxes 35,365 3,430 (4,707 ) (y) 34,088 - (11,976 ) (u) 22,112
Net earnings (loss) $ 52,614 $ 5,958 $ (7,061 ) 51,511 (17,234 ) $ (730 ) $ 33,547
Net earnings (loss) per share:

Basic $ 3.35 $ (0.59 ) $ 1.95
Diluted $ 3.11 $ (0.59 ) $ 1.82

Weighted average number of shares
Basic 15,694 29,295 17,219
Diluted 16,938 29,295 18,463

	Twelve Months Ended												Twelve Months Ended
	Middleby Dec. 29, 2007			New Star Nov. 30, 2007(1)		Pro Forma Adjustments				Pro Forma for the Acquisition			TurboChef Dec. 31, 2007			Pro Forma Adjustments				Pro Forma for the Acquisition

Net sales	$	500,472		$	92,041	$	-			$	592,513		$	108,106		$	(350	)	(q)	$	700,269
Cost of sales		308,107			59,719		-				367,826			71,590			(350	)	(r)		439,066

Gross profit		192,365			32,322		-				224,687			36,516			-				261,203

Selling and distribution expenses		50,769			9,512		-				60,281			17,267			-				77,548
General and administrative expenses		48,663			10,457		2,447		(v)		61,567			36,392			4,517		(s)		102,476

Income (loss) from operations		92,933			12,353		(2,447	)			102,839			(17,143	)		(4,517	)			81,179

Interest expense and deferred financing amortization, net		6,336			2,768		9,557		(w)		18,661			97			8,189		(t)		26,947
Other (income) expense, net		(1,382	)		197		(236	)	(x)		(1,421	)		(6	)		-				(1,427	)

Earnings (loss) before income taxes		87,979			9,388		(11,768	)			85,599			(17,234	)		(12,706	)			55,659
Provision (benefit) for income taxes		35,365			3,430		(4,707	)	(y)		34,088			-			(11,976	)	(u)		22,112

Net earnings (loss)	$	52,614		$	5,958	$	(7,061	)			51,511			(17,234	)	$	(730	)		$	33,547

Net earnings (loss) per share:
Basic	$	3.35											$	(0.59	)					$	1.95
Diluted	$	3.11											$	(0.59	)					$	1.82

Weighted average number of shares
Basic		15,694												29,295							17,219
Diluted		16,938												29,295							18,463

The accompanying Notes to Pro Forma Condensed Combined Financial Statements

are an integral part of these statements.

(1) Statement of earnings information for New Star represents the twelve month period ended November 30, 2007.

NOTES TO PRO FORMA

COMBINED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands)

(1) PURCHASE PRICE

Middleby and TurboChef entered into the merger agreement on August 12, 2008. The merger is expected to close during the fourth quarter of 2008 subject to the approval of the merger agreement by TurboChef stockholders and obtaining all necessary regulatory approvals, together with the satisfaction of other closing conditions.

The stock price used to determine the preliminary estimated purchase price is based on the average of the closing prices of Middleby common stock for the trading days from August 8, 2008 through August 14, 2008. The preliminary estimated purchase price also includes estimated other transaction costs. The estimated fair values of assets acquired and liabilities assumed are based on preliminary valuation. The final valuation and related allocation of the purchase price at the closing of the merger may be materially different from the allocation based on this preliminary valuation.

Preliminary calculation of the allocation of the purchase price to the estimated fair value of net assets acquired and liabilities assumed.

Preliminary estimated purchase price:
Cash (31,372,530 shares at $3.67 per TurboChef share)	$	115,137
Middleby common stock (31,372,530 shares at
0.0486 Middleby shares at $54.754 per Middleby share)		83,484
Estimated transaction cost incurred by Middleby		18,000
Cash acquired		(13,139	)
Debt assumed		8,000

Total purchase price	$	211,482

Preliminary estimated net assets acquired and liabilities assumed:

	Estimated
	Fair Value
Current assets	$	44,403
Property, plant and equipment		7,480
Deferred tax assets		29,201
Other assets		1,277
Current liabilities		(43,026	)
Other non-current liabilities		(3,461	)

Total net assets acquired and liabilities assumed	$	35,874

Preliminary estimated intangible assets acquired:
				Estimated
	Estimated			Amortizable
	Fair Value			Life

Trade name	$	40,000		Indefinite
Customer relationships		25,000		6 years
Technology		7,000		5 years
Backlog		350		3 months

Total intangible assets acquired	$	72,350



Goodwill	$	103,258

Total purchase price	$	211,482

(2) PRO FORMA ADJUSTMENTS

Balance Sheet

(a)	Reflects the elimination of TurboChef’s cash on hand used to reduce the amount of debt necessary to fund the merger.

(b)	Reflects the estimated valuation of TurboChef inventory to fair value which is expected to turn out of inventory and impact cost of goods sold in the first 90 days following the completion of the merger.

(c)	Reflects the elimination of TurboChef prepaid expense related to a contractual agreement that is not expected to be utilized after the merger is complete.

(d)	Represents the addition of $103,258 in goodwill arising from Middleby's acquisition of TurboChef, net of the elimination of TurboChef existing goodwill of $5,934.

(e)

Represents the estimated addition of $72,350 in other intangibles based on preliminary valuation arising from Middleby's acquisition of TurboChef, net of the elimination of TurboChef existing unamortized other intangibles of $8,786. The other intangibles addition arising from the acquisition of TurboChef include $40,000 related to the trade name, $25,000 to customer relationships, $7,000 to developed technology and $350 to backlog. Customer relationships, developed technology and backlog will be amortized using straight line method over a period of 6 years, 5 years and 3 months, respectively.

(f)

Represents the reversal of a valuation allowance of $52,499 associated with deferred tax assets that had been determined to be unrealizable by TurboChef, but more likely than not will be realizable by Middleby as a result of the merger, net of the reclass of $48,075 related to the combined company's deferred tax position following the completion of the merger.

(g)

Represents the deferral of $1,250 in estimated costs incurred in connection with the TurboChef acquisition financing, net of the elimination of $117 in unamortized deferred financing costs related to TurboChef’s debt financing agreement. The $1,250 of deferred financing costs relate to Middleby’s additional debt financing in conjunction with the acquisition of TurboChef which will be amortized over the remaining 4 1/2 years of the amended financing agreement.

(h)	Reflects the elimination of TurboChef current portion of debt financing of $8,000 which will be repaid at closing.

(i)	Represents the establishment of current liabilities related to a contractual obligation of $2,500 and idle lease facilities of $146 that are not expected to be utilized after the merger is complete.

(j)	Reflects $115,137 of estimated cash paid at closing, the addition of $18,000 in transaction costs, net of the elimination of TurboChef cash on hand of $13,139 and the repayment of TurboChef current maturities of long term debt of $8,000.

Cash paid at closing	$	115,137
Estimated transaction costs		18,000
Repayment of existing TurboChef debt		8,000
TurboChef cash on hand		(13,139	)

Total additional Middleby debt	$	127,998

(k)

Represents ~~the establishment~~reclassification of a $23,298 deferred tax liability, reflecting the impact related to purchase accounting adjustments to revalue the assets and liabilities to fair market value and resulting in book versus tax basis differences, net of the reclass of $48,075 related to the combined company'sMiddleby's deferred tax position ~~following the completion~~of $24,777. Based on estimated TurboChef net operating losses that will be recorded as deferred tax assets upon closing of the ~~merger.~~merger, on a pro forma consolidated basis, Middleby will have a net deferred tax asset position.

(l)	Represents the establishment of non-current liabilities related to a contractual obligation of $2,500 that is not expected to be utilized after the merger is complete.

(m)	Represents the elimination of TurboChef preferred membership units exchangeable for shares of common stock of $380.

(n)	Represents the elimination of TurboChef common stock of $304.

(o)

Represents the elimination of TurboChef’s historical paid in capital of $183,161 net of Middleby’s increased paid in capital of $83,484 in conjunction with the issuance of Middleby common shares to TurboChef shareholders. Based on terms of the merger agreement and preliminary estimates of the closing purchase price, Middleby will issue an additional 1,524,705 shares of Middleby common stock.

(p)	Represents the elimination of the accumulated deficit of TurboChef of $153,128.

Income Statement

(q)	Reflects the elimination of TurboChef’s royalty income derived from Middleby of $175 for the combined six month period.

Reflects the elimination of TurboChef’s royalty income derived from Middleby of $350 for the combined twelve month period.

(r)	Reflects the elimination of Middleby’s royalty expense of $175 for the combined six month period.

Reflects the elimination of Middleby’s royalty expense of $300 for the combined twelve month period.

(s)	Reflects the elimination of TurboChef’s intangible amortization of $700 and the addition in intangible amortization of $3,133 associated with Middleby’s purchase of TurboChef for the combined six month period.

Reflects the elimination of TurboChef’s intangible amortization of $1,400 and the addition in intangible amortization of $5,917 associated with Middleby’s purchase of TurboChef for the combined twelve month period.

(t)

Represents the elimination of $157 of TurboChef interest expense, the elimination of $97 interest income, the addition of Middleby interest expense of $3,840 related to increased debt borrowings, the write-off of $119 of TurboChef unamortized deferred financing costs and the addition of $139 of amortization of deferred financing costs related to Middleby’s additional debt borrowings for the combined six month period. Middleby estimated an interest rate of 6% on its borrowings related to the acquisition financing. A 1/8% change in the actual interest rate would result in a $80 change in the assumed interest rate expense for the combined six month period.

Represents the elimination of $265 of TurboChef interest expense, the elimination of $638 interest income, the addition of Middleby interest expense of $7,680 related to increased debt borrowings at an estimated rate of 6%, the write-off of $141 of TurboChef unamortized deferred financing costs and the addition of $278 of amortization of deferred financing costs related to Middleby’s additional debt borrowings for the combined twelve month period. Middleby estimated an interest rate of 6% on its borrowings related to the acquisition financing. A 1/8% change in the actual interest rate would result in a $160 change in the assumed interest rate expense for the combined twelve month period.

(u)	Reflects the net reduction of $6,934 to the tax provision resulting from the tax impact of the pro forma changes to pre-tax income as described in notes (a) through (t) for the combined six month period utilizing a combined estimated statutory rate of 40%.

Reflects the net reduction of $11,976 to the tax provision resulting from the tax impact of the pro forma changes to pre-tax income as described in notes (a) through (t) for the combined twelve month period utilizing a combined estimated statutory rate of 40%.

(v)	Reflects the elimination of New Star’s intangible amortization of $1,881 and the addition of intangible amortization of $4,328 associated with Middleby’s purchase of New Star for the combined twelve month period.

(w)

Represents the elimination of $2,768 of New Star’s interest expense, the addition of Middleby interest expense of $11,280 related to a new debt facility at an estimated rate of 6%, the write-off of $725 of Middleby unamortized deferred financing costs related to its existing debt agreement and the addition of $320 of amortization of deferred financing costs related to Middleby’s new debt financing agreement for the combined twelve month period.

(x)	Represents the elimination of New Star’s management fee of $236 for the combined twelve month period.

(y)	Reflects the net reduction of $4,707 to the tax provision resulting from the pro forma changes to taxable income as described in notes (v) through (x) for the combined twelve month period.

TurboChef Technologies, Inc. Summary Projections

	Years Ended December 31,
(US $ in millions)		2008E			2009E			2010E			2011E			2012E

Revenues	$	114.2		$	148.2		$	180.2		$	209.4		$	242.4		20.7% CAGR for
																2008E – 2012E

Revenue growth		5.7	%		29.7	%		21.6	%		16.2	%		15.7	%

Adjusted EBITDA	$	(2.6	)	$	8.7		$	16.0		$	23.6		$	32.7

Adjusted EBITDA Margin		(2.3	)%		5.8	%		8.9	%		11.2	%		13.5	%

Adjusted EPS	$	(0.25	)	$	0.12		$	0.33		$	0.56		$	0.85

TurboChef defines adjusted EBITDA as net income (loss), adjusted to exclude (1) interest and other financing costs, net of capitalized interest, (2) income taxes, (3) depreciation and amortization, (4) severance and other termination costs, (5) patent litigation and option investigation related costs, and (6) interest income.

Adjusted EBITDA is used by management as a supplemental financial measurement to evaluate TurboChef’s operational trends. Items excluded generally represent non-cash adjustments, the timing and amount of which cannot be reasonably estimated and are not considered by management when measuring TurboChef’s overall operating performance. Adjusted EBITDA is used as a supplemental financial measurement in the evaluation of TurboChef’s business and should not be considered as an alternative to net income, as an indicator of its operating performance, as an alternative to cash flows from operating activities, or as a measure of liquidity. Adjusted EBITDA is not defined under GAAP and, accordingly, it may not be a comparable measurement to those used by other companies.

TurboChef’s forecasts for 2008 are based on the following material underlying assumptions:

Contract customer oven sales of $39.1 million;

Non contract customer oven sales and non oven sales of $72.2 million, including $2.9 million in residential sales;

Consolidated gross profit margin of 40.2 percent;

Consolidated adjusted EBITDA of ($2.6) million including $1.5 million of severance and other termination costs and $2.3 million of patent litigation and option investigation related costs;

Capital expenditures of $3.9 million.

Neither Middleby nor its management participated in preparing, nor expresses any view on, the financial forecasts reflected above, or the assumptions underlying such information. In addition, neither Middleby nor Lehman Brothers relied on such projections in connection with Middleby’s consideration of the proposed transaction. The summary of these projections is not included in this proxy statement/prospectus in order to induce any TurboChef stockholder to vote in favor of the merger or to impact any investment decision with respect to Middleby common stock.

BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE INTERNAL FINANCIAL FORECASTS, NEITHER TURBOCHEF NOR MIDDLEBY UNDERTAKES ANY OBLIGATION TO UPDATE, OR PUBLICLY DISCLOSE ANY UPDATE TO, THE FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL FORECASTS ARE SHOWN TO BE IN ERROR.

Opinion of TurboChef's Financial Advisor

Goldman Sachs delivered its opinion to TurboChef’s board of directors that, as of August 12, 2008 and based upon and subject to the factors and assumptions set forth therein, the merger consideration of $3.67 in cash and 0.0486 shares of Middleby common stock per share of TurboChef common stock to be received by the holders of TurboChef common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

the merger agreement;

annual reports to stockholders and Annual Reports on Form 10-K of TurboChef for the five years ended December 31, 2007, and of Middleby for the five fiscal years ended December 29, 2007;

certain interim reports to stockholders and Quarterly Reports on Form 10-Q of TurboChef and Middleby;

certain other communications from TurboChef and Middleby to their respective stockholders;

certain publicly available research analyst reports for TurboChef;

certain publicly available research analyst reports for Middleby, including publicly available consensus estimates regarding revenue, EBIT, EBITDA, net income and earnings per share for Middleby issued by ~~certain analysts~~the Institutional Brokers' Estimate Systems ("IBES") and approved for Goldman Sachs’ use by TurboChef (the “Middleby Estimates”);

certain internal financial analyses and forecasts for TurboChef prepared by its management and approved for Goldman Sachs’ use by TurboChef (the “TurboChef Forecasts”); and

certain cost savings and operating synergies projected by the management of TurboChef to result from the merger (the “Synergies”).

Goldman Sachs also reviewed and discussed with Middleby's chief financial officer his expectations for Middleby's future financial performance. Goldman Sachs also held discussions with members of the senior managements of TurboChef and Middleby regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and with members of the senior management of Middleby regarding the past and current business operations, financial condition and future prospects of Middleby. Goldman Sachs also held discussions with members of the senior management and the board of directors of TurboChef regarding the past and current business operations, financial condition and future prospects of TurboChef and Middleby. In addition, Goldman Sachs reviewed the reported price and trading activity for the shares of TurboChef common stock and Middleby common stock, compared certain financial and stock market information for TurboChef and Middleby with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations in the commercial and industrial kitchen equipment industry specifically and in other industries generally and performed such other studies and analyses, and considered such other factors, as it considered appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, accounting, tax and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed with TurboChef’s consent that the TurboChef Forecasts and the Synergies were reasonably prepared and that the Synergies will be realized. In addition, TurboChef instructed Goldman Sachs that the Middleby Estimates reflected the best currently available estimates and judgments with respect to the future financial performance of Middleby. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of TurboChef, Middleby or any of their respective subsidiaries, nor was any such evaluation or appraisal furnished to Goldman Sachs. Goldman Sachs also assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on TurboChef or Middleby or on the expected benefits of the merger in any way meaningful to Goldman Sachs’ analysis. Goldman Sachs’ opinion does not address any legal, regulatory, tax or accounting matters nor does it address the underlying business decision of TurboChef to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to TurboChef. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the consideration to be received by the holders of TurboChef common stock pursuant to the merger agreement. Goldman Sachs did not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or merger, including, without limitation, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of TurboChef or Middleby; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of TurboChef or Middleby, or class of such persons, in connection with the merger, whether relative to the consideration to be received by the holders of TurboChef common stock pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Middleby’s common stock will trade at any time. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to TurboChef’s board of directors in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 12, 2008 and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices and volumes for TurboChef common stock for various trading periods ended Friday, August 8, 2008. In addition, Goldman Sachs analyzed the implied merger consideration of $6.47 (calculated using the closing price of Middleby common stock of $57.60 as of August 11, 2008) in relation to the closing price of TurboChef common stock on Monday, August 11, 2008, the closing price of TurboChef common stock on Friday, August 8, 2008 (since TurboChef's stock increased by 6.7% in the last hour of trading on Monday, August 11, ~~2008)~~2008 for unknown reasons ), and the average closing prices of TurboChef common stock for the one-month, three-month, six-month and one-year trading periods ended August 8, 2008.

This analysis indicated that the implied merger consideration of $6.47 represented a premium as follows:

Premium based on the closing stock price on August 11, 2008 of $5.60	16%
Premium based on the closing stock price on August 8, 2008 of $5.25	23%
Premium based on the one-month average closing price of $4.82	34%
Premium based on the three-month average closing price of $5.56	16%
Premium (discount) based on the six-month average closing price of $6.56	(1)%
Premium (discount) based on the one-year average closing price of $10.32	(37)%

Selected Companies Analysis. Goldman Sachs reviewed and compared certain financial information, ratios and public market multiples for TurboChef to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the commercial and industrial kitchen equipment industry:

Middleby

AB Electrolux (Publ)

Aga Rangemaster Group PLC

Although none of the selected companies is directly comparable to TurboChef, the companies included were chosen by Goldman Sachs because they are publicly traded companies with operations that for purposes of analysis may be considered broadly similar to certain operations of TurboChef.

The companies chosen each (i) are publicly traded and (ii) manufacture and distribute commercial kitchen equipment (including, but not limited to, ovens) which comprise a significant portion of their operations.

The multiples and ratios for TurboChef were calculated using (a) an implied merger consideration per share of $6.47 (calculated using the closing price of Middleby common stock of $57.60 as of August 11, 2008), (b) the closing price of TurboChef common stock as of August 11, 2008, (c) the TurboChef Forecasts and (d) the TurboChef Forecasts excluding TurboChef’s Residential kitchen equipment business. At the request of the TurboChef board of directors, Goldman Sachs performed certain analyses excluding TurboChef's residential kitchen equipment business because the business was incurring losses and prospective acquirors may have considered excluding the business from a potential transaction with TurboChef or discontinuing the business following an acquisition of TurboChef. The multiples and ratios for each of the selected companies were based on the most recent publicly available information, financial data obtained from those companies’ public filings, the closing price of the selected companies’ respective common shares as of August 11, 2008 and ~~Institutional Brokers Estimate System (“IBES”)~~IBES forecasts. With respect to the selected companies, Goldman Sachs calculated the following and compared them to the results for TurboChef:

enterprise value (“EV”), which is the market value of common equity on a diluted basis (including outstanding warrants and options) plus total debt (including capital lease obligations) less cash and cash equivalents, as a multiple of estimated 2008 and estimated 2009 earnings before interest, taxes, depreciation and amortization (“EBITDA”);

price per share as a multiple of estimated 2008 earnings per share (“EPS”) and estimated 2009 EPS.

The results of these analyses are summarized as follows:

	EV/ 2008E EBITDA	EV/ 2009E EBITDA	2008E Price/ Earnings	2009E Price/ Earnings
TurboChef (implied merger consideration)	NM	23.5x	NM	86.7x
TurboChef (implied merger consideration, excluding Residential)	18.9x	10.2x	46.6x	19.3x
TurboChef (August 11 closing price)	NM	20.2x	NM	74.7x
TurboChef (August 11 closing price, excluding Residential)	16.3x	8.8x	40.2x	16.6x
Middleby	9.5x	8.8x	14.9x	12.9x
Aga Rangemaster Group PLC	7.1x	5.8x	7.6x	7.6x
AB Electrolux (Publ)	5.1x	4.7x	11.1x	10.9x
Median (excluding TurboChef)	7.1x	5.8x	11.1x	10.9x

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the merger and the selected transactions listed below in the industrial kitchen equipment industry since January 6, 1999.

Selected Transactions:

~~Date Announced~~	~~Acquiror~~	~~Target~~
~~12-Aug-2008~~	~~Middleby~~	~~TurboChef~~
~~12-Aug-2008~~	~~Middleby~~	~~TurboChef (excluding Residential)~~
~~30-Jun-2008~~	~~The Manitowoc Company, Inc.~~	~~Enodis plc (Pending)~~
~~22-Apr-2008~~	~~Middleby~~	~~Giga Grandi Cucine, S.r.l.~~
~~29-Jan-2008~~	~~Aurora Capital Group~~	~~NuCO2 Inc.~~
~~18-Nov-2007~~	~~Middleby~~	~~New Star International Holdings, Inc.~~
~~19-Oct-2007~~	~~Ali SpA~~	~~Aga Foodservices Equipment Ltd~~
~~03-Aug-2007~~	~~Middleby~~	~~Wells Bloomfield LLC~~
~~14-Jun-2007~~	~~Middleby~~	~~MP Equipment Company~~
~~29-Jun-2007~~	~~Middleby~~	~~Carter Hoffman Corporation~~

Equity Consideration

Enterprise Consideration

Date Announced

Acquiror

Target

($mm) (1) (2)

($mm) (3)

12-Aug-2008

Middleby

TurboChef

204.6

203.4

12-Aug-2008

Middleby

TurboChef (excluding Residential)

204.6

209.4

30-Jun-2008

The Manitowoc Company, Inc.

Enodis plc (Pending)

2,439

2,688

22-Apr-2008

Middleby

Giga Grandi Cucine, S.r.l.

29-Jan-2008

Aurora Capital Group

NuCO2 Inc.

460

487

18-Nov-2007

Middleby

New Star International Holdings, Inc.

188

212

19-Oct-2007

Ali SpA

Aga Foodservices Equipment Ltd

570

529

03-Aug-2007

Middleby

Wells Bloomfield LLC

14-Jun-2007

Middleby

MP Equipment Company

29-Jun-2007

Middleby

Carter Hoffman Corporation

01-Apr-2007	Middleby		Jade Products Company	7	7
09-Jan-2007	Standex International Corporation		Associated American Industries, Inc.	85	92
08-Jan-2007	Enodis plc		Fabristeel Private Ltd.	30	30
07-Sep-2006	Aga Foodservices Group plc		Amana Commercial Microwaves (Whirlpool Corporation)	49	49
15-Jun-2006	Fisher & Paykel Appliances Holdings Ltd		Elba SpA	91	99
06-Dec-2005	Middleby		Alkar Holdings, Inc.	27	27
18-Oct-2005	Hoshizaki America, Inc.		Lancer Corporation	219	215
03-Jun-2005	Aga Foodservices Group plc		Waterford Stanley Ltd	8	17
11-Oct-2004	Fisher & Paykel Appliances Holdings Ltd		Dynamic Cooking Systems, Inc.	33	33
15-Mar-2004	Carrier Corporation	Linda Kältetechnik-Refrigeration GmbH&Co. KG		305	389
08-Sep-2003	Aga Foodservices Group plc		Northland Corporation dba Marvel Industries	21	21
30-Jun-2005	Windjammer Capital Investors, LLC		Automatic Bar Controls, Inc.	44	59
28-Oct-2002	Aga Foodservices Group plc		Bongard SA	54	54
24-Apr-2002	Aga Foodservices Group plc		Belshaw Brothers., Inc. (Enodis plc)	24	24
21-Dec-2001	Aga Foodservices Group plc		Millers Bakery Machinery (Bury) Ltd	19	18
30-Aug-2001	Middleby		Blodgett Holdings, Inc.	95	95
16-Oct-2000	Carrier Corporation		Specialty Equipment Companies, Inc.	595	702
12-May-2000	Ingersoll-Rand Company		Hussmann International, Inc.	1,548	1,825
19-Nov-1999	Carrier Corporation		Electrolux Commercial Refrigeration AB	145	145
09-Sep-1999	Illinois Tool Works Inc.		Premark International, Inc.	4,302	4,460
29-Jul-1999	Compass Partners		N&W Global Vending	268	268
02-Jul-1999	Welbilt Corporation (sub of Berisford-plc)		Scotsman Industries, Inc.	362	695
06-Jan-1999	Hussmann International, Inc.		Koxka C.E., S.A.	145	145

~~01-Apr-2007~~1.	~~Middleby~~	~~Jade Products Company~~	Foreign company valuations converted to US$ using the applicable exchange rate on date of announcement.
~~09-Jan-2007~~2.	~~Standex International Corporation~~	~~Associated American Industries, Inc.~~	Equity Consideration represents the consideration paid for the portion of target acquired.
~~08-Jan-2007~~3.	~~Enodis plc~~	~~Fabristeel Private Ltd.~~
~~07-Sep-2006~~	~~Aga Foodservices Group plc~~	~~Amana Commercial Microwaves~~ ~~(Whirlpool Corporation)~~
~~15-Jun-2006~~	~~Fisher & Paykel Appliances Holdings Ltd~~	~~Elba SpA~~
~~06-Dec-2005~~	~~Middleby~~	~~Alkar Holdings, Inc.~~
~~18-Oct-2005~~	~~Hoshizaki America, Inc.~~	~~Lancer Corporation~~
~~03-Jun-2005~~	~~Aga Foodservices Group plc~~	~~Waterford Stanley Ltd~~
~~11-Oct-2004~~	~~Fisher & Paykel Appliances Holdings Ltd~~	~~Dynamic Cooking Systems, Inc.~~
~~15-Mar-2004~~	~~Carrier Corporation~~	~~Linda Kältetechnik-Refrigeration GmbH&Co. KG~~
~~08-Sep-2003~~	~~Aga Foodservices Group plc~~	~~Northland Corporation dba Marvel Industries~~
~~30-Jun-2005~~	~~Windjammer Capital Investors, LLC~~	~~Automatic Bar Controls, Inc.~~
~~28-Oct-2002~~	~~Aga Foodservices Group plc~~	~~Bongard SA~~
~~24-Apr-2002~~	~~Aga Foodservices Group plc~~	~~Belshaw Brothers., Inc. (Enodis plc)~~
~~21-Dec-2001~~	~~Aga Foodservices Group plc~~	~~Millers Bakery Machinery (Bury) Ltd~~
~~30-Aug-2001~~	~~Middleby~~	~~Blodgett Holdings, Inc.~~
~~16-Oct-2000~~	~~Carrier Corporation~~	~~Specialty Equipment Companies, Inc.~~
~~12-May-2000~~	~~Ingersoll-Rand Company~~	~~Hussmann International, Inc.~~
~~19-Nov-1999~~	~~Carrier Corporation~~	~~Electrolux Commercial Refrigeration AB~~
~~09-Sep-1999~~	~~Illinois Tool Works Inc.~~	~~Premark International, Inc.~~
~~29-Jul-1999~~	~~Compass Partners~~	~~N&W Global Vending~~
~~02-Jul-1999~~	~~Welbilt Corporation (sub~~Enterprise Consideration represents the consideration paid for the portion of ~~Berisford-plc)~~	~~Scotsman Industries, Inc.~~
~~06-Jan-1999~~	~~Hussmann International, Inc.~~	~~Koxka C.E., S.A.~~	target acquired, including net debt.

For each of the merger and the selected transactions, Goldman Sachs calculated and compared, where available, EV as a multiple of last twelve months (“LTM”) sales, EV as a multiple of LTM EBITDA, and EV as a multiple of LTM earnings before interest and taxes (“EBIT”). Multiples for the merger were based on the implied merger consideration per share of $6.47 (calculated using the closing price of Middleby common stock of $57.60 as of August 11, 2008) and financial information provided by TurboChef management (both for TurboChef and TurboChef excluding its Residential kitchen equipment business). Multiples for the selected transactions were based on publicly available information. While none of the target companies that participated in the selected transactions are directly comparable to TurboChef, the companies have operations that, for the purposes of analysis, may be considered broadly similar to certain operations of TurboChef. The results of these analyses are set forth below.

	Enterprise Value Multiple of LTM (x)
	Sales	EBITDA	EBIT
Middleby/TurboChef	1.8x	NM	NM
Middleby/TurboChef (excluding Residential)	1.9x	23.9x	39.1x
Mean (excluding Middleby/TurboChef)	1.1x	10.6x	12.1x
Median (excluding Middleby/TurboChef)	1.0x	11.0x	11.2x
High (excluding Middleby/TurboChef)	3.6x	13.3x	23.1x
Low (excluding Middleby/TurboChef)	0.3x	6.5x	4.9x

Pro Forma Merger Analysis. Goldman Sachs prepared illustrative pro forma analyses of the potential financial impact of the merger. Using the TurboChef Forecasts and Middleby Estimates, Goldman Sachs compared the estimated EPS of Middleby for the years 2009 and 2010, on a standalone basis, to the estimated EPS of the combined company for the years 2009 and 2010, on a pro forma basis, taking into account the Synergies. Goldman Sachs performed the same analyses taking into account the annual benefit Middleby would receive from utilizing TurboChef’s net operating loss, and also taking into account the Synergies. The results of these analyses are summarized below:

	EPS (2009E)	Accretion/ (Dilution)	EPS (2010E)	Accretion/ (Dilution)
Middleby (standalone)	$4.46	NA	$4.96	NA
Combined Company	$4.38	(1.8)%	$5.12	3.3%
Combined Company – NOL	$4.58	2.7%	$5.32	7.3%

Premium Analysis. Goldman Sachs calculated the median of the premiums paid in (i) all merger transactions with U.S. targets and an equity value of over $100 million during the period 2006 to 2008YTD and (ii) all merger transactions with U.S. targets in industrial and natural resource industries and an equity value of over $100 million during the period 2006 to 2008YTD, in each case as derived from the SDC Domestic Merger database. Goldman Sachs calculated the median of the premiums based on the consideration paid in the relevant transaction relative to the closing price of the target’s common stock one month, one week and one day, respectively, prior to the announcement of the relevant merger. Goldman Sachs compared such median of the premiums to the corresponding premium for the merger. The results of these analyses are set forth below:

Period prior to announcement of merger	TurboChef/ Middleby merger	All U.S. Targets	U.S. INR Target
One month prior	51%	26%	29%
One week prior	27%	24%	25%
One day prior	16% or 23%(1)	23%	24%

(1)	16% based on the closing price of TurboChef common stock on August 11, 2008; 23% based on undisturbed closing price of TurboChef common stock on August 8, 2008.

Discounted Cash Flow Analysis. Goldman Sachs performed a discounted cash flow analysis on TurboChef, using the TurboChef Forecasts. Goldman Sachs calculated indications of net present value of free cash flow for TurboChef for the fourth quarter of 2008 and the years 2009 through 2012, using discount rates ranging from 17.0% to 21.0%. Goldman Sachs calculated illustrative terminal values in the year 2012 based on exit multiples ranging from 5.0x EBITDA to 11.0x EBITDA. These illustrative terminal values were then discounted to present value using discount rates ranging from 17.0 to 21.0%. This analysis resulted in an illustrative range of equity values per share of TurboChef common stock of $4.10 to $7.68. Goldman Sachs also performed the same discounted cash flow analysis using TurboChef’s Forecasts, but excluding TurboChef’s Residential kitchen equipment business. This analysis resulted in an illustrative range of equity values per share of TurboChef common stock of $4.74 to $8.44.

Goldman Sachs also performed a discounted cash flow analysis on TurboChef, using standard business sensitivities to the TurboChef Forecasts for sales growth and EBIT margin. Goldman Sachs’ analysis assumed compound annual growth rates (“CAGR”) of sales ranging from 2.5% to 22.5% for 2009 to 2012 (the TurboChef Forecasts reflect 17.8% CAGR for 2009 to 2012) and changes in annual EBIT margin ranging from (4.0)% to 4.0% of the annual EBIT margin reflected in the TurboChef Forecasts. Goldman Sachs’ analysis assumed a 19% discount rate and a terminal value based on 8.0x estimated 2012 EBITDA. This analysis resulted in an illustrative range of equity values per share of TurboChef common stock of $3.43 to $7.95. Goldman Sachs also performed a discounted cash flow analysis of TurboChef, using business sensitivities to the TurboChef Forecasts but excluding TurboChef’s Residential kitchen equipment business. Goldman Sachs’ analysis assumed estimated CAGR of sales ranging from 5% to 15% for 2009 to 2012 in increments of 2.5% (the TurboChef Forecasts excluding TurboChef’s Residential kitchen equipment business reflect 12.3% CAGR for 2009 to 2012) and changes in annual EBIT margin ranging from (4.0%) to 4.0% of the annual EBIT margin reflected in the TurboChef Forecasts excluding TurboChef’s Residential kitchen equipment ~~business.~~business in increments of 2.0%. Goldman Sachs’ analysis assumed a 19% discount rate and a terminal value based on 8.0x estimated 2012 EBITDA excluding TurboChef’s Residential kitchen equipment business. This analysis resulted in an illustrative range of equity values per share of TurboChef common stock of $4.52 to $8.17. Goldman Sachs did not perform a discounted cash flow analysis on Middleby.

Illustrative Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the future value of each share of TurboChef common stock, on a TurboChef standalone basis and on a pro forma basis assuming consummation of the merger. This analysis is designed to provide an indication of a theoretical future value of each share of TurboChef common stock as a function of (i) in the TurboChef standalone case, TurboChef’s estimated 2009 and 2010 EBITDA and its assumed EV to EBITDA multiple range of 5.0x to 11.0x and (ii) in the pro forma case, the combined company’s estimated 2009 and 2010 EPS and the combined company’s assumed price to earnings multiple range of 11.0x to 19.0x. In performing this analysis, Goldman Sachs used, per guidance from TurboChef management (i) in the TurboChef standalone case, estimated 2009 EBITDA of $2.5 million to $15.0 million (the TurboChef Forecasts reflect $8.7 million estimated EBITDA for 2009) and estimated 2010 EBITDA of $7.5 million to $22.5 million (the TurboChef Forecasts reflect $16.0 million estimated EBITDA for 2010) and (ii) in the pro forma case, estimated 2009 EPS of $4.00 to $5.25 (the TurboChef Forecasts, the Middleby Estimates and the Synergies reflect $4.38 estimated EPS for 2009) and estimated 2010 EPS of $4.50 to $6.25 (the TurboChef Forecasts, the Middleby Estimates and Synergies reflect $5.12 estimated EPS for 2010). Goldman Sachs’ analysis assumed in the pro forma case that the cash portion of the merger consideration is tax free and is reinvested at an annual rate of 6%. This analysis resulted in a range of illustrative future values of each share of TurboChef common stock of (i) in the TurboChef standalone case, $0.43 to $5.29 in 2009 and $1.23 to $7.82 in 2010 and (ii) in the pro forma case, $6.03 to $8.74 in 2009 and $6.53 to $9.89 in 2010.

Goldman Sachs also performed the same illustrative analysis of the future value of each share of TurboChef common stock, on a TurboChef standalone basis, but based on the TurboChef Forecasts excluding the TurboChef Residential kitchen equipment business. In performing this analysis, Goldman Sachs used, per guidance from TurboChef management, estimated 2009 EBITDA of $12.5 million to $27.5 million (the TurboChef Forecasts excluding the TurboChef Residential kitchen equipment business reflect $20.6 million estimated EBITDA for 2009) and estimated 2010 EBITDA of $15.0 million to $32.5 million (the TurboChef Forecasts excluding the TurboChef Residential kitchen equipment business reflect $25.5 million estimated EBITDA for 2010). This analysis resulted in a range of illustrative future values of each share of TurboChef common stock of $1.84 to $9.32 in 2009 and $2.24 to $10.99 in 2010.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to TurboChef or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of providing its opinion to TurboChef’s board of directors as to the fairness from a financial point of view to the holders of TurboChef common stock of the merger consideration to be received by such holders pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of TurboChef, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The merger consideration was determined through arms’-length negotiations between TurboChef and Middleby and was approved by the TurboChef board of directors. Goldman Sachs provided advice to TurboChef during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to TurboChef or its board of directors or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to TurboChef’s board of directors was one of many factors taken into consideration by TurboChef’s board of directors in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C to this proxy statement/prospectus.

Goldman Sachs and its affiliates are engaged in investment banking and financial advisory services, securities trading, investment management, principal investment, financial planning, benefits counseling, risk management, hedging, financing, brokerage activities and other financial and non-financial activities and services for various persons and entities. In the ordinary course of these activities and services, Goldman Sachs and its affiliates may at any time make or hold long or short positions and investments, as well as actively trade or effect transactions, in the equity, debt and other securities (or related derivative securities) and financial instruments (including bank loans and other obligations) of TurboChef, Middleby and any of their respective affiliates or any currency or commodity that may be involved in the merger for their own account and for the accounts of their customers. Goldman Sachs acted as financial advisor to TurboChef in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs also may provide investment banking and other financial services to TurboChef, Middleby and their respective affiliates in the future. In connection with any such services Goldman Sachs may receive compensation.

TurboChef’s board of directors selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement, dated October 8, 2007, TurboChef engaged Goldman Sachs to act as its financial advisor. Pursuant to the terms of this engagement letter, TurboChef has agreed to pay Goldman Sachs a transaction fee of approximately $2,543,000, all of which is contingent upon consummation of the merger. In addition, TurboChef has agreed to reimburse Goldman Sachs for its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities arising out of Goldman Sachs’ engagement, including certain liabilities under the federal securities laws.

Middleby's Reasons for the Merger

The Middleby board of directors, in reaching its decision to approve the merger agreement and the transactions contemplated by the merger agreement, considered the following factors:

TurboChef's financial condition, results of operations, business, competitive position, reputation, pending legal proceedings and business prospects, as well as current industry, economic, government, regulatory and market conditions and trends.

The Middleby board of directors' assessment of the complementary strengths of each of the companies. The Middleby board of directors also reviewed information with respect to the prospects of the combined company and ~~revenue~~the expected operating synergies ~~as a result~~and cost savings of ~~expanded market opportunities.~~approximately $27 million to $31 million following the closing .

TurboChef's strategic attractiveness, including TurboChef's reputation as a technology innovator, as well as the opportunities that a strategic acquisition would present to increase penetration with Middleby's existing customers and to expand its addressable customer base with hot applications utilizing TurboChef's ventless cooking technology.

That, because the exchange ratio under the merger agreement is fixed (will not be adjusted for fluctuations in the market price of Middleby's or TurboChef's common stock), the per share value of the merger consideration to be paid to TurboChef stockholders on completion of the merger could be significantly more or less than its implied value immediately prior to the announcement of the merger agreement.

The terms and conditions of the merger agreement, including the form and amount of the consideration and the representations, warranties, covenants, conditions to closing and termination rights contained in that agreement.

In view of the number and variety of factors considered in connection with its evaluation of the merger, the Middleby board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination.

Interests of Executive Officers and Directors of TurboChef in the Merger

When considering the recommendation of the TurboChef board of directors, stockholders should be aware that members of the TurboChef board of directors and executive officers have interests in the merger other than their interests as TurboChef stockholders generally. These interests may be different from, or in conflict with, the interests of TurboChef stockholders generally. Members of the TurboChef board of directors were aware of these additional interests, and considered them, when they approved the merger agreement. While formation of a special committee was considered, the board ultimately determined that one would not be necessary. Consequently, all matters relating to the transaction were addressed by the full board.

Treatment of Stock Options Held by Directors and Executive Officers

The following table summarizes the outstanding stock options held by TurboChef's executive officers and directors as of , 2008, all of which were vested on or before December 31, 2005, and the consideration that each of them is expected to receive pursuant to the merger agreement in connection with the cancellation of such options, less applicable withholding taxes, based on the ten day average closing price of Middleby common stock on , 2008:

	Vested Options	Weighted Average Exercise Price of Vested Options	Resulting Consideration	Vested Options	Weighted Average Exercise Price of Vested Options	Resulting Consideration
Directors:
Richard E. Perlman	416,633	$5.25		416,633	$5.25
James K. Price	416,666	$5.25		416,666	$5.25
J. Thomas Presby	68,331	$8.06		68,331	$8.06
William A. Shutzer	68,331	$8.06		68,331	$8.06
Raymond H. Welsh	53,332	$7.82		53,332	$7.82
Sir Anthony Jolliffe	89,997	$7.38		89,997	$7.38
James W. DeYoung	61,665	$8.56		61,665	$8.56
Executive Officers:
Paul P. Lehr	40,000	$10.35		40,000	$10.35
J. Miguel Fernandez de Castro	48,333	$13.76		48,333	$13.76
Stephen J. Beshara	86,667	$12.51
Dennis J. Stockwell	75,253	$12.71		75,253	$12.71

For a further discussion of the treatment of stock options in the merger, see "The Merger Agreement—Treatment of TurboChef Stock Options and Restricted Stock Units" beginning on page 65 of this proxy statement/prospectus.

Treatment of Restricted Stock Units Held by Directors and Executive Officers

The following table summarizes shares issuable in settlement of outstanding restricted stock units (one share per unit) held by TurboChef's executive officers and directors as of , 2008 and the consideration that each of them is expected to receive pursuant to the merger agreement in connection with the settlement of such restricted stock units with merger consideration, less applicable withholding taxes, based on the closing price of Middleby common stock on , 2008:

	Number of Unvested Restricted Stock Units	Number of Vested Restricted Stock Units	Resulting Consideration	Number of Unvested Restricted Stock Units	Number of Vested Restricted Stock Units	Resulting Consideration
Directors:
Richard E. Perlman	46,400	-0-		46,400	-0-
James K. Price	46,400	-0-		46,400	-0-
J. Thomas Presby	10,500	-0-		10,500	-0-
William A. Shutzer	10,500	-0-		10,500	-0-
Raymond H. Welsh	7,500	-0-		7,500	-0-
Sir Anthony Jolliffe	7,500	4,580		7,500	4,580
James W. DeYoung	7,500	4,580		7,500	4,580
Executive Officers:
Paul P. Lehr	142,800	-0-		142,800	-0-
J. Miguel Fernandez de Castro	84,000	-0-		84,000	-0-
Stephen J. Beshara	127,800	-0-
Dennis J. Stockwell	41,000	-0-		41,000	-0-

For a further discussion of the treatment of restricted stock units in the merger, see "The Merger Agreement—Treatment of TurboChef Stock Options and Restricted Stock Units " beginning on page 65 of this proxy statement/prospectus.

Change in Control Payments

TurboChef has entered into agreements with executive officers containing provisions that entitle those executives to severance payments if their employment terminates within six months after a change in control. If the following executives were not to continue as employees following the merger as a result of a termination without cause or voluntary resignation, they would be entitled to severance payments: Mr. Perlman, our Chairman, will receive $2,007,924, Mr. Price, our Chief Executive Officer, will receive $2,011,560; Mr. Cochran, our Senior Vice President – Investor Relations and Corporate Strategy, will receive $1,049,295; Mr. Fernandez, our Chief Financial Officer, will receive $884,448; ~~Mr. Beshara, our Chief Branding Officer, will receive $150,000;~~ and Mr. Stockwell, our General Counsel, will receive $200,000. Each of these executives will also be entitled to additional payments to cover any excise taxes and income tax gross-ups on such excise tax payments.

Indemnification and Insurance.

For a period of six years after the effective time, Middleby and the surviving corporation must (i) maintain TurboChef's existing directors' and officers' liability insurance coverage covering acts or omissions of its directors and officers for periods at or prior to the effective time of the merger; and (ii) maintain indemnification provisions in the surviving corporation's bylaws that are no less favorable with respect to indemnification than are set forth in TurboChef's bylaws.

Middleby may satisfy its obligation to maintain directors' and officers' liability insurance coverage by purchasing a six-year pre-paid noncancellable directors' and officers' insurance policy covering the current and all former directors or officers of TurboChef and its subsidiaries, and their heirs and representatives, with respect to acts or failures to act prior to the effective time, in a single aggregate amount over the six-year period immediately following the closing date of the merger equal to the policy limits for the current directors' and officers' insurance policies as in effect on the date of the merger agreement; provided that Middleby is only required to obtain such coverage as can be obtained at a cost of no more than 150% of the current annual premium paid by TurboChef for its directors' and officers' liability insurance policy. If Middleby has not purchased a pre-paid policy not later than five business days prior to closing, TurboChef has the right to purchase the policy on terms reasonably acceptable to Middleby.

Material United States Federal Income Tax Consequences of the Merger

The following is a ~~general~~ summary of the ~~anticipated~~ material United States federal income tax consequences of the merger to “United States holders” (as defined below) of TurboChef common stock. This summary applies only to TurboChef stockholders who are United States holders and who hold their shares of TurboChef common stock, and will hold the shares of Middleby common stock received in exchange for their shares of TurboChef common stock, as capital assets within the meaning of section 1221 of the Code (generally, assets held for investment).

For purposes of this discussion, a “United States holder” means:

· a citizen or resident of the United States;

· a corporation or other entity taxable as a corporation created or organized under the laws of the United States or any state thereof or in the District of Columbia;

· a trust, the substantial decisions of which are controlled by one or more United States persons and which is subject to the primary supervision of a United States court, or a trust that validly has elected under applicable Treasury Regulations to be treated as a United States person for United States federal income tax purposes; or

· an estate that is subject to United States federal income tax on its income regardless of its source.

Holders of TurboChef common stock who are not United States holders may have different tax consequences than those described below and are urged to consult their own tax advisors regarding the tax treatment to them under United States and non-United States tax laws.

This discussion does not address all of the United States federal income tax consequences that may be relevant to particular United States holders in light of their individual circumstances, and does not address any aspect of state, local, foreign, estate or gift taxation that may be applicable to a United States holder. In addition, this discussion does not consider any specific facts or circumstances that may be relevant to a United States holder subject to special rules under United States federal income tax laws, including without limitation:

· banks, trusts and other financial institutions;

· tax-exempt organizations;

· insurance companies;

· cooperatives;

· dealers in securities or foreign currencies;

· mutual funds, regulated investment companies or real estate investment trusts;

· traders in securities that elect to use a mark-to-market method of accounting;

· holders whose functional currency is not the United States dollar;

· partnerships or other entities treated as partnerships for United States federal income tax purposes;

· holders who hold shares as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction; and

· holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan.

If a partnership or other entity treated as a partnership for United States federal income tax purposes holds shares of TurboChef common stock, the tax treatment of a partner generally will depend on the status of the partner and on the activities of the partnership. Partners of partnerships holding TurboChef common stock should consult their tax advisors about the tax consequences of the merger to them.

This discussion is based upon the provisions of the Code, applicable Treasury Regulations, published positions of the Internal Revenue Service (the “IRS”), judicial decisions and other applicable authorities, all as in effect on the date of the registration statement of which this proxy statement/prospectus is a part. There can be no assurance that future legislative, administrative or judicial changes or interpretations, which changes or interpretations could apply retroactively, will not affect the accuracy of this discussion. No rulings have been or will be sought from the IRS concerning the tax consequences of the merger, and none of the tax opinions of counsel ~~to be received~~delivered in connection with the merger will be binding on the IRS or any court. As such, there can be no assurance that the IRS will not take a contrary position regarding the tax consequences of the merger described in this discussion or the tax opinions of counsel, or that any such contrary position would not be sustained.

Tax matters are very complicated, and the tax consequences of the merger to TurboChef stockholders will depend on each such stockholder’s particular tax situation. TURBOCHEF STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND OF CHANGES IN APPLICABLE TAX LAWS.

~~Opinions of Counsel~~

The merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to Middleby’s obligation to complete the merger that Middleby receive an opinion of its counsel, Skadden Arps, Slate, Meagher & Flom LLP, or TurboChef’s counsel, Paul, Hastings, Janofksy & Walker LLP, dated the closing date of the merger, to the effect that for United States federal income tax purposes (i) the merger will qualify as a “reorganization” within the meaning of section 368(a) of the Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code. It is a condition to TurboChef’s obligation to complete the merger that TurboChef receive an opinion of its counsel, Paul, Hastings, Janofksy & Walker LLP, or Middleby’s counsel, Skadden Arps, Slate, Meagher & Flom LLP, dated the closing date of the merger, to the effect that for United States federal income tax purposes (i) the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code. These opinions of counsel will be given in reliance on customary representations of Middleby and TurboChef and assumptions as to certain factual matters, and will be subject to certain qualifications and limitations as set forth in the opinions. If any of the facts, representations or assumptions upon which these opinions are based is inconsistent with the actual facts, the United States federal income tax consequences of the merger could be adversely affected.

It is assumed for purposes of the remainder the discussion that the merger will qualify as a “reorganization” with the meaning of Section 368(a) of the Code and that Middleby, Chef Acquisition Corp. and TurboChef will each be a party to the reorganization with the meaning of Section 368(b) of the Code.

Tax Consequences of the Merger

In connection with the filing of the registration statement of which this proxy statement/prospectus forms a part , Skadden Arps, Slate, Meagher & Flom LLP, counsel to Middleby, has delivered an opinion to Middleby (which is filed as Exhibit 8.1 to the registration statement), and Paul, Hastings, Janofksy & Walker LLP, counsel to TurboChef, has delivered an opinion to TurboChef (which is filed as Exhibit 8.2 to the registration statement), in each case, to the effect that for United States federal income tax purposes (i) the merger will qualify as a “reorganization” within the meaning of section 368(a) of the Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Code. Accordingly, as a reorganization to which Middleby, Chef Acquistion Corp. and TurboChef will each be a party, the merger will have the following consequences:

· A TurboChef common stockholder who exchanges his or her shares of TurboChef common stock for cash (other than cash in lieu of a fractional share of Middleby common stock) and shares of Middleby common stock pursuant to the merger will recognize gain (but ~~will~~should not recognize any loss), and the gain recognized will be equal to the lesser of (i) any cash received (other than cash received in lieu of a fractional share of Middleby common stock) and (ii) the excess, if any, of (x) the sum of the cash received (other than cash received in lieu of a fractional share of Middleby common stock) and the fair market value of the Middleby common stock received (determined at the effective time of the merger) over (y) the TurboChef common stockholder’s tax basis in the shares of TurboChef common stock exchanged therefor. The amount of gain (or non-recognized loss) must be computed separately for each block of TurboChef common stock that was purchased by the TurboChef common stockholder in the same transaction, and a loss realized on one block of stock may not be used to offset a gain realized on another block of stock. A TurboChef common stockholder to whom these rules may apply should consult his or her tax advisor regarding the manner in which gain or loss should be computed for different blocks of TurboChef common stock surrendered in the merger. Any recognized gain will ~~generally~~ be long-term capital gain if the stockholder’s holding period for the shares of TurboChef common stock surrendered is more than one year at the effective time of the merger, except as discussed immediately below.

· Notwithstanding the above, if the cash received (other than cash in lieu of a fractional share of Middleby common stock) has the effect of a distribution of a dividend, any recognized gain will be treated as a dividend to the extent of the TurboChef stockholder’s ratable share of accumulated earnings and profits as computed for United States federal income tax purposes. ~~In general, the~~The determination of whether any gain recognized in the merger will be treated as capital gain or dividend income will depend upon whether, and to what extent, the exchange in the merger reduces the TurboChef common stockholder’s deemed percentage ownership interest in Middleby after the merger. For purposes of this determination, a TurboChef common stockholder will be treated as if he or she first exchanged all of his or her shares of TurboChef common stock solely for shares of Middleby common stock and then Middleby immediately redeemed a portion of those shares in exchange for the cash that the TurboChef common stockholder actually received (excluding cash received in lieu of a fractional share of Middleby common stock). In determining whether the receipt of cash has the effect of a distribution of a dividend, the Code’s constructive ownership rules must be taken into account. The IRS has indicated in rulings that any reduction in the interest of a minority stockholder who owns a small number of shares in a publicly and widely held corporation and who exercises no control over corporate affairs would result in capital gain as opposed to dividend treatment. Each TurboChef common stockholder should consult his or her tax advisor regarding the application of these rules.

· Each TurboChef stockholder’s aggregate tax basis in the shares of Middleby common stock received in the merger will be the same as his or her aggregate tax basis in the TurboChef common stock surrendered in the merger (including any fractional share of Middleby common stock for which cash is received), increased by the amount of gain recognized (including any portion of the gain that is treated as a dividend as described above, but excluding any gain attributable to the receipt of cash in lieu of a fractional share of Middleby common stock) and decreased by (i) any cash received (other than cash received in lieu of a fractional share of Middleby common stock) and (ii) the amount of any tax basis allocable to any fractional share interest for which cash is received. The holding period of the shares of Middleby common stock received in the merger by a TurboChef common stockholder will include the holding period of the shares of TurboChef common stock that he or she surrendered in the merger. If a TurboChef common stockholder has differing tax bases and/or holding periods in respect of the stockholder’s shares of TurboChef common stock, the stockholder should consult with a tax advisor in order to identify the tax bases and/or holding periods of the particular shares of Middleby common stock that the stockholder receives.

· A cash payment received by a TurboChef common stockholder in lieu of a fractional share of Middleby common stock ~~generally~~ will be treated as received in exchange for that fractional share interest, and gain or loss generally will be recognized for federal income tax purposes on the receipt of the cash payment, measured by the difference between the amount of cash received and the portion of the basis of the TurboChef common stock allocable to the fractional share interest. The gain or loss will be long-term capital gain or loss if the TurboChef common stock is considered to have been held for more than one year at the effective time of the merger. The deductibility of capital losses is subject to limitations.

It is also a condition to each of Middleby’s and TurboChef’s obligation to complete the merger that they receive opinions from their respective counsel (or from the other party’s counsel), dated the closing date of the merger, to the effect that for United States federal income tax purposes (i) the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(a) of the Code. The closing date opinions of counsel will be, and the opinions filed as Exhibits 8.1 and 8.2 to the registration statement have been, given in reliance on customary representations of Middleby and TurboChef and assumptions as to certain factual matters, In addition, the closing date opinions of counsel will be, and the opinions filed as Exhibit 8.1 and 8.2 to the registration statement are, subject to certain qualifications and limitations as set forth in such opinions. If any of the facts, representations or assumptions upon which these opinions are based is inconsistent with the actual facts, the United States federal income tax consequences of the merger could be adversely affected.

TurboChef Stockholders Exercising Appraisal Rights

TurboChef common stockholders are entitled to appraisal rights in connection with the merger, subject to properly perfecting such rights. If a TurboChef common stockholder receives cash pursuant to the exercise of appraisal rights, such stockholder ~~generally~~ will recognize gain or loss, measured by the difference between the amount of cash received and such holder’s tax basis in such TurboChef common stock. A TurboChef common stockholder who exercises appraisal rights is urged to consult his or her tax advisor.

Reporting Requirements

A United States holder who receives shares of Middleby common stock as a result of the merger will be required to retain records pertaining to the merger. Each United States holder who is required to file a United States federal income tax return and who is a “significant holder” that receives shares of Middleby common stock ~~generally~~ will be required to file a statement with such holder’s United States federal income tax return setting forth, among other information, the fair market value (determined immediately before the merger) of the holder’s TurboChef common stock that was transferred in the merger and the holder’s tax basis (determined immediately before the merger) in the TurboChef common stock. A “significant holder” is a United States holder who, immediately before the merger, owned either (i) at least 5% (by vote or value) of the outstanding stock of TurboChef or (ii) securities of TurboChef with a tax basis of $1.0 million or more.

~~Information Reporting and Backup Withholding~~

TurboChef common stockholders may be subject to “backup withholding” for United States federal income tax purposes on any cash received in the merger unless certain requirements are met. Payments will not be subject to backup withholding if the stockholder (i) is a corporation or comes within certain other exempt categories and, when required, demonstrates this fact or (ii) provides Middleby or the paying agent, as appropriate, with the stockholder’s correct taxpayer identification number and completes an IRS Form W-9 in which the stockholder certifies that the stockholder is not subject to backup withholding. The taxpayer identification number of an individual is his or her Social Security number. Any amount paid as backup withholding tax will be credited against the stockholder’s United States federal income liability provided the stockholder furnishes the required information to the IRS.

Accounting Treatment of the Merger

In accordance with GAAP, Middleby will account for the merger using the purchase method of accounting for business combinations.

Regulatory Matters

The merger is subject to review by the Antitrust Division and the FTC under the HSR Act. Under the HSR Act, TurboChef and Middleby are required to make pre-merger notification filings and must await the expiration of statutory waiting periods prior to completing the merger. TurboChef and Middleby each filed notification and report forms under the HSR Act with the FTC and the Antitrust Division on August 26, 2008. The completion of the merger is conditioned upon the expiration or earlier termination of any applicable waiting period or the receipt of required approval under the HSR Act, or any other similar applicable laws. The FTC granted early termination of the applicable waiting periods under the HSR Act in connection with the merger on September 16, 2008.

In addition, during or after the statutory waiting periods, and even after completion of the merger, any of the Antitrust Division, the FTC, or other United States or foreign governmental entities could challenge or seek to block the merger under the antitrust laws, as it deems necessary or desirable in the public interest. Moreover, in some jurisdictions, a competitor, customer or other third party could initiate a private action under the antitrust laws challenging or seeking to enjoin the merger, before or after it is completed. TurboChef and Middleby cannot be sure that a challenge to the merger will not be made or that, if a challenge is made, TurboChef and Middleby will prevail.

Appraisal Rights

Holders of shares of TurboChef common stock who do not vote in favor of the merger proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the Delaware General Corporation Law, which we refer to as Section 262.

The following discussion is not a complete statement of the law pertaining to appraisal rights under the Delaware General Corporation Law and is qualified in its entirety by the full text of Section 262 which is attached as Annex D to this proxy statement/prospectus. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262.

Under Section 262, holders of shares of TurboChef common stock who do not vote in favor of the merger proposal and who otherwise follow the procedures set forth in Section 262 will be entitled to have their shares appraised by the Delaware Court of Chancery, which we refer to as the Court, and to receive payment in cash of the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Court, together with interest, if any, to be paid upon the amount determined to be the fair value.

Under Section 262, where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders entitled to appraisal rights that appraisal rights are available for any and all shares and include in the notice a copy of Section 262. This proxy statement/prospectus shall constitute the notice, and the full text of Section 262 is attached as Annex D to this proxy statement/prospectus. Any holder of TurboChef common stock who wishes to exercise appraisal rights, or who wishes to preserve such holder's right to do so, should review the following discussion and Annex D carefully because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of common stock, TurboChef believes that if a stockholder considers exercising such rights, such stockholder should seek the advice of legal counsel.

Filing Written Demand. Any holder of TurboChef common stock wishing to exercise appraisal rights must deliver to TurboChef, before the vote on the merger proposal at the TurboChef special meeting, a written demand for the appraisal of the stockholder's shares, and that stockholder must not vote in favor of the merger proposal. A holder of shares of TurboChef common stock wishing to exercise appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the closing date of the merger, since appraisal rights will be lost if the shares are transferred prior to the effective date of the merger. The holder must not vote in favor of the merger proposal. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the merger proposal, and it will constitute a waiver of the stockholder's right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the merger proposal or abstain from voting on the merger proposal. Neither voting against the merger proposal, nor abstaining from voting or failing to vote on the merger proposal, will in and of itself constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. The demand must reasonably inform TurboChef of the identity of the stockholder as well as the intention of the stockholder to demand an appraisal of the "fair value" of the shares held by the holder. A stockholder's failure to make the written demand prior to the taking of the vote on the merger proposal at the TurboChef special meeting will constitute a waiver of appraisal rights.

Only a holder of record of shares of TurboChef common stock is entitled to demand an appraisal of the shares registered in that holder's name. A demand for appraisal in respect of shares of TurboChef common stock should be executed by or on behalf of the holder of record, fully and correctly, as the holder's name appears on the holder's stock certificates, should specify the holder's name and mailing address and the number of shares registered in the holder's name and must state that the person intends thereby to demand appraisal of the holder's shares in connection with the merger. TurboChef stockholders whose shares of TurboChef common stock are held in a stock brokerage account or by a bank or other nominee and who wish to exercise appraisal rights are urged to consult with their broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

All written demands for appraisal pursuant to Section 262 should be sent or delivered to TurboChef at Six Concourse Parkway, Suite 1900, Atlanta, Georgia 30328, Attn: Chief Financial Officer.

At any time within 60 days after the effective date of the merger, any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the terms offered pursuant to the merger agreement by delivering to ~~TurboChef, as~~ the surviving corporation, a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the effective date of the merger will require written approval of the surviving corporation. No appraisal proceeding in the Court will be dismissed as to any stockholder without the approval of the Court, and such approval may be conditioned upon such terms as the Court deems just; provided, however, that any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the merger consideration offered pursuant to the merger agreement within 60 days after the closing date of the merger. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the consideration being offered pursuant to the merger agreement.

Notice by the Surviving Corporation. Within ten days after the effective date of the merger, the surviving corporation must notify each holder of TurboChef common stock who has made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the merger proposal, that the merger has become effective.

Filing a Petition for Appraisal. Within 120 days after the effective date of the merger, but not thereafter, the surviving corporation or any holder of TurboChef common stock who has complied with Section 262 and is entitled to appraisal rights under Section 262 may commence an appraisal proceeding by filing a petition with the Court demanding a determination of the fair value of the shares held by all dissenting holders. The surviving corporation is under no obligation to, and has no present intention to, file a petition, and holders should not assume that the surviving corporation will file a petition. Accordingly, it is the obligation of the holders of TurboChef common stock to initiate all necessary action to perfect their appraisal rights in respect of shares of TurboChef common stock within the time prescribed in Section 262. Within 120 days after the effective date of the merger, any holder of TurboChef common stock who has complied with the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of shares not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten days after a written request therefor has been received by the surviving corporation or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing, a person who is the beneficial owner of shares of TurboChef common stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition or request from TurboChef the statement described in this paragraph.

If a petition for an appraisal is timely filed by a holder of shares of TurboChef common stock and a copy thereof is served upon the surviving corporation, the surviving corporation will then be obligated within 20 days to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares of TurboChef common stock have not been reached. After notice to the TurboChef stockholders as required by the Court, the Court is empowered to conduct a hearing on the petition to determine those stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Court may require the stockholders who demanded an appraisal for their shares and who hold shares of TurboChef common stock represented by certificates to submit their stock certificates to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceeding; and if any stockholder fails to comply with the direction, the Court may dismiss the proceedings as to the stockholder.

Determination of Fair Value. After the Court determines the holders of TurboChef common stock entitled to an appraisal, the appraisal proceeding shall be conducted in accordance with the rules of the Court, including any rules specifically governing appraisal proceedings. Through such proceeding, the Court shall determine the "fair value" of the shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. In determining such fair value, the Court will take into account all relevant factors. Unless the Court in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the merger and the date of payment of the judgment.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined could be more than, the same as or less than the consideration they would receive pursuant to the merger if they did not seek appraisal of their shares and that an investment banking opinion as to fairness from a financial point of view is not necessarily an opinion as to fair value under Section 262. Although TurboChef believes that the merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Court, and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the merger consideration. Neither Middleby nor TurboChef anticipate offering more than the applicable merger consideration to any stockholder exercising appraisal rights, and reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262, the "fair value" of a share of TurboChef common stock is less than the applicable merger consideration.

If a petition for appraisal is not timely filed, then the right to an appraisal will cease. The costs of the action may be determined by the Court and taxed upon the parties as the Court deems equitable under the circumstances. Upon application of a stockholder, the Court may order all or a portion of the expenses incurred by a stockholder in connection with an appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts utilized in the appraisal proceeding, to be charged pro rata against the value of all the shares entitled to be appraised.

If any stockholder who demands appraisal of shares of TurboChef common stock under Section 262 fails to perfect, successfully withdraws or loses such holder's right to appraisal, such stockholder's shares of TurboChef common stock will be deemed to have been converted at the effective date of the merger into the right to receive the merger consideration pursuant to the merger agreement. A stockholder will fail to perfect, or effectively lose, the holder's right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the merger. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 and accept the merger consideration offered pursuant to the merger agreement.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder's statutory appraisal rights. Consequently, any stockholder wishing to exercise appraisal rights is urged to consult legal counsel before attempting to exercise those rights.

Listing of Middleby Common Stock Issued in the Merger

Application will be made to have the shares of Middleby common stock issued in the merger approved for listing on the NASDAQ Global Select Market, where Middleby common stock currently is traded under the symbol "MIDD."

Delisting and Deregistration of TurboChef Common Stock

If the merger is completed, TurboChef common stock will be delisted from the NASDAQ Global Market and deregistered under the Exchange Act, and TurboChef will no longer file periodic reports with the SEC.

Restrictions on Sale of Shares of Middleby Common Stock Received in the Merger

The shares of Middleby common stock to be issued in connection with the merger will be registered under the Securities Act and will be freely transferable, except for shares of Middleby common stock issued to any person who is deemed to be an "affiliate" of Middleby for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be "affiliates" of Middleby include individuals or entities that control, are controlled by, or are under common control with Middleby and may include the executive officers, directors and significant stockholders of Middleby. Former TurboChef stockholders who were affiliates of TurboChef at the time of the TurboChef special meeting, and who do not become affiliates of Middleby after the completion of the merger, may sell their Middleby common stock received in the merger at any time without regard to the volume and manner of sale limitations of Rule 144 under the Securities Act. Former TurboChef stockholders who become affiliates of Middleby after completion of the merger will be subject to the volume and manner of sale limitations of Rule 144 under the Securities Act, until each such stockholder is no longer, and has not been for the period specified in Rule 144, an affiliate of Middleby.

This proxy statement/prospectus does not cover resales of shares of Middleby common stock received by any affiliate of Middleby upon completion of the merger, and no such affiliate is authorized to make any use of this proxy statement/prospectus in connection with any resale.

THE MERGER AGREEMENT

The following summary describes the material provisions of the merger agreement. The provisions of the merger agreement are complicated and not easily summarized. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary. This summary may not contain all of the information about the merger agreement that is important to you. The merger agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus, and we encourage you to read it carefully in its entirety for a more complete understanding of the merger agreement.

The Merger

The merger agreement provides for the merger of TurboChef with and into Chef Acquisition Corp., a newly formed, wholly owned subsidiary of Middleby. Chef Acquisition Corp. will survive the ~~merger.~~

merger as a wholly-owned subsidiary of Middleby.

Closing and Effective Time of the Merger

The effective time of the merger, which we refer to in this proxy statement/prospectus as the "effective time," will occur on the closing date of the merger at the time that the parties file a certificate of merger with the Secretary of State of the State of Delaware (or a later time as TurboChef and Middleby may agree and specify in the certificate of merger). The closing date of the merger will occur on the second business day following the satisfaction (or waiver if permissible under applicable laws and the terms of the merger agreement) of the conditions described under "—Conditions to Obligations to Complete the Merger" beginning on page 74 of this proxy statement/prospectus (other than those which, by their nature are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver, if permissible, of such conditions), or such other date as is mutually agreeable to TurboChef and Middleby.

Merger Consideration

Upon completion of the merger, each outstanding share of TurboChef common stock (other than shares owned by TurboChef, Middleby, Chef Acquisition Corp. or any subsidiary of TurboChef or Middleby and shares held in the treasury of TurboChef, which shares will be cancelled and retired, and other than shares as to which a TurboChef stockholder has properly perfected appraisal rights, which shares will be treated as described below under "The Merger—Appraisal Rights" beginning on page 60 of this proxy statement/prospectus) will be cancelled and converted into the right to receive $3.67 in cash and 0.0486 of a share of Middleby common stock (subject to adjustment in certain circumstances to preserve the intended treatment of the merger as a “reorganization” for United States federal income tax ~~purposes)~~purposes as more fully discussed below ) upon surrender of the certificate representing such share of TurboChef common stock in the manner provided in the merger agreement. Based on the closing sale price for Middleby common stock on , 2008, the latest practicable trading date before the printing of this proxy statement/prospectus, the 0.0486 of a share of Middleby common stock and $3.67 in cash represented approximately $ in value for each share of TurboChef common stock. Upon completion of the merger, holders of outstanding options to purchase TurboChef common stock (other than options under TurboChef's 1994 Stock Option Plan which will be assumed by Middleby) will be entitled to receive a cash payment; however, if at the effective time of the merger, the exercise price of an option is greater than the aggregate value of the cash payment otherwise payable, such option will be cancelled and the holder of such option will not receive any merger consideration in exchange for such option. Upon completion of the merger, holders of restricted stock units and preferred unit exchange rights will be entitled to receive the merger consideration. For more information see "—Treatment of TurboChef Stock Options and Restricted Stock Units" beginning on page 65 of this proxy statement/prospectus.

The consideration payable to TurboChef stockholders in the merger will be equitably adjusted to reflect any change in the outstanding shares of capital stock of TurboChef or Middleby between the date of the merger agreement and the effective time by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, any stock dividend thereon with a record date during such period. However, the taking of such actions by TurboChef are limited by the covenants in the merger agreement as described below under "—Conduct of Business of TurboChef Pending Completion of the Merger" beginning on page 69 of this proxy statement/prospectus.

Based on the number of shares of TurboChef common stock outstanding as of , 2008, TurboChef stockholders and holders of options, restricted stock units and preferred unit exchange rights will receive a total merger consideration of approximately $ million in cash and million shares of Middleby common stock, subject to the receipt of cash in respect of fractional shares as described below. Based on the number of shares of Middleby common stock expected to be issued in the merger and the number of shares of Middleby common stock outstanding on the date of this proxy statement/prospectus, upon the closing of the merger it is expected that TurboChef’s former stockholders will own approximately % of the then outstanding Middleby common stock. The above share number and percentage will fluctuate based on changes in outstanding Middleby and TurboChef shares prior to the closing.

Upon completion of the merger, Middleby stockholders will continue to own their existing shares of Middleby common stock. However, because Middleby will be issuing new shares of Middleby common stock in the merger, each outstanding share of Middleby common stock immediately prior to the merger will represent a smaller percentage of the total number of shares of Middleby common stock outstanding after the merger. Holders of TurboChef securities before the merger will hold approximately % of the then outstanding Middleby common stock upon completion of the merger.

Treatment of TurboChef Stock Options and Restricted Stock Units

The merger agreement provides that immediately prior to the Closing all unvested restricted stock units that settle in shares of TurboChef common stock will become vested as to the number of shares of TurboChef Common Stock that are subject to such units as of the Closing. By virtue of the merger each such unit will be cancelled and converted into the right to receive the merger consideration in respect of such number of TurboChef Common Stock that are subject to each unit. At the closing of the merger, TurboChef shall terminate the TurboChef 2003 Stock Incentive Plan and each outstanding option to purchase shares of TurboChef common stock, other than options under TurboChef's 1994 Stock Option Plan to be assumed by Middleby in the merger, will be cancelled in exchange for the right to receive a cash payment for each share underlying such option equal to the excess, if any, of (i) the $3.67 cash consideration payable in respect of the shares of TurboChef common stock plus (ii) 0.0486 multiplied by the value of a share of Middleby common stock over (iii) the exercise price of the unexercised options. The value of a share of Middleby common stock for these purposes will be determined based on the average of the last reported sales price of Middleby common stock at the end of regular trading hours on the NASDAQ Global Select Market for the ten trading days ending on the third business day prior to the closing date of the merger. As a result of this formula, if, at the effective time of the merger, the exercise price of an option awarded under the TurboChef 2003 Stock Incentive Plan is greater than the aggregate value of the cash consideration otherwise payable, such option will be cancelled and the holder of such option will not receive any cash consideration in exchange for such option.

Each share of TurboChef common stock subject to outstanding restricted stock unit awards and outstanding preferred unit exchange rights will automatically be converted into the right to receive the merger consideration.

The exact amount of the cash consideration payable in respect of an option will depend on the market price of Middleby common stock for the ten trading days on the NASDAQ Global Select Market ending on the third business day prior to the closing date of the merger and the exercise price of the unexercised option.

The merger agreement provides that Middleby will assume all outstanding options under TurboChef's 1994 Stock Option Plan and all outstanding warrants.

Fractional Shares

Middleby will not issue fractional shares of Middleby common stock in connection with the merger. Instead, each holder of TurboChef common stock who would otherwise be entitled to receive a fraction of a share of Middleby common stock will receive, in lieu thereof, cash (without interest) in an amount equal to such fraction multiplied by the last reported sales price of Middleby common stock at the end of regular trading hours on the NASDAQ Global Select Market on the last trading day immediately preceding the closing date of the merger.

Adjustments to Preserve Intended Tax Treatment

The merger is structured to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and Middleby and TurboChef have each received opinions to that effect from their respective counsel in connection with the filing of the registration statement of which this proxy statement/prospectus forms a part. In addition, it is a condition to each of Middleby’s and TurboChef’s obligation to complete the merger that they receive the aforementioned opinions from their respective counsel (or from the other party’s counsel) dated the closing date of the merger. In order to qualify as a “reorganization,” at least 40% of the total consideration received by the TurboChef stockholders must be in the form of Middleby’s stock (as determined on the last business day before the date on which the merger agreement was executed). To preserve the intended United States federal income tax treatment of the merger as a “reorganization”, the merger agreement provides for an adjustment to the amount of cash and Middleby stock received by each TurboChef stockholder in the event that TurboChef (or its successor) is required to pay cash to TurboChef stockholders who properly perfect appraisal with respect to their shares of TurboChef common stock. If cash payments are required with respect to dissenting shares, the cash consideration payable to non-dissenters for each share of TurboChef common stock will be reduced pro rata, and the Middleby stock consideration (and exchange ratio) payable to non-dissenters for each share of TurboChef common stock will correspondingly be increased pro rata, by an aggregate amount equal to the cash paid with respect to dissenting shares that exceeds the $3.67 in cash per share that otherwise would have been paid.

Exchange Procedures

Prior to the effective time, Middleby will select a commercial bank or trust company reasonably satisfactory to TurboChef to act as the exchange agent under the merger agreement. At the effective time, Middleby will deposit with the exchange agent an amount of cash sufficient to pay the total cash merger consideration and certificates evidencing the aggregate number of shares of Middleby common stock to be issued to TurboChef stockholders in the merger. In addition, as necessary after the effective time, Middleby will deposit with the exchange agent cash to be issued in lieu of fractional shares of Middleby common stock. The foregoing cash and securities deposited with the exchange agent are collectively referred to herein as the "exchange fund."

Promptly after the effective time, the exchange agent will mail to each record holder of TurboChef common stock a letter of transmittal and instructions for surrendering the record holder's stock certificates (or, in the case of uncertificated shares, delivery of an "agent's message" with respect to shares held in book-entry form) in exchange for the merger consideration issuable to each such holder in connection with the merger. Upon proper surrender of a TurboChef stock certificate together with a duly executed and completed letter of transmittal covering such shares (or delivery of an "agent's message" in the case of uncertificated shares evidenced only in book-entry form) and such other documents as may be reasonably required by the exchange agent, in accordance with the exchange agent's instructions, each such holder of TurboChef stock will be entitled to receive:

the cash merger consideration payable to such holder in connection with the merger;

a certificate representing the whole number of shares of Middleby common stock issuable to such holder in connection with the merger; and

cash in lieu of any fractional share of Middleby common stock issuable to such holder in connection with the merger.

The parties have agreed to make appropriate provisions for the payment by the exchange agent of the cash consideration and merger consideration, as applicable, to holders of outstanding options (other than options to be assumed by Middleby), restricted stock units and exchange rights as of the effective time.

As of the effective time, all shares of TurboChef common stock (other than shares owned by TurboChef, Middleby or Chef Acquisition Corp. or any subsidiary of TurboChef or Middleby and shares held in the treasury of TurboChef which will be cancelled for no consideration and other than shares as to which a TurboChef stockholder has properly perfected dissenter's rights, which shares will be treated as described below under "—Appraisal Rights" beginning on page 60 of this proxy statement/prospectus) will be cancelled and will cease to have any rights except the right to receive (without interest) the cash, Middleby common stock and cash in lieu of any fractional share of Middleby common stock, if any, to which the holder of any such certificate is entitled under the merger agreement. After the effective time, TurboChef will not register any transfers of TurboChef common stock on its stock transfer books other than transfers that occurred prior to the effective time.

Any portion of the exchange fund deposited with the exchange agent that remains unclaimed by former holders of TurboChef common stock for six months after the effective time will be delivered to the surviving corporation. Former holders of TurboChef common stock who have not complied with the above-described exchange and payment procedures may thereafter only look to the surviving corporation for payment of the cash, Middleby common stock and cash in lieu of any fractional share of Middleby common stock, if any, to which the holder of any such certificate is entitled in respect of those shares of TurboChef common stock without any interest thereon. None of TurboChef, Middleby, the surviving corporation or the exchange agent will be liable to any holders of TurboChef common stock or Middleby common stock for any merger consideration or option consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws.

Holders of TurboChef common stock should not send in their TurboChef stock certificates until they receive a letter of transmittal from the exchange agent with instructions for the surrender of TurboChef stock certificates.

Distributions, Interest Payments or Other Payments with Respect to Unexchanged Shares

Holders of TurboChef common stock are not entitled to receive any dividends or other distributions on Middleby common stock until the merger is completed. After the merger is completed, holders of TurboChef common stock will be entitled to dividends and other distributions with a record date after the effective time with respect to the number of whole shares of Middleby common stock that they are entitled to receive upon exchange of their TurboChef common stock. Such holders will not be entitled to receive these dividends and distributions, however, until they surrender their TurboChef common stock certificates to the exchange agent in accordance with the exchange agent's instructions.

Lost, Stolen and Destroyed Certificates

If a TurboChef stock certificate is lost, stolen or destroyed, the person claiming that such certificate is lost, stolen or destroyed must deliver an affidavit of that fact and, if required by the surviving corporation, may also have to provide an indemnity bond, prior to receiving any merger consideration.

Directors and Officers of the Surviving Corporation

At the effective time of the merger, the directors of Chef Acquisition Corp. immediately prior to the effective time will be the initial directors of the surviving corporation and the officers of TurboChef immediately prior to the effective time will be the initial officers of the surviving corporation until their earlier resignation or replacement by Middleby.

Representations and Warranties of TurboChef and Middleby

The merger agreement contains customary representations and warranties made by TurboChef on the one hand, and each of Middleby and Chef Acquisition Corp. on the other, regarding aspects of their respective businesses, financial condition and structure, as well as other facts pertinent to the merger. Many of the representations and warranties described below and included in the merger agreement were made by TurboChef and Middleby to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important materiality, knowledge and other similar qualifications and limitations agreed to by TurboChef and Middleby in connection with negotiating its terms. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders, or may have been used for the purpose of allocating risk between TurboChef and Middleby rather than establishing matters as facts. The merger agreement is described in this proxy statement/prospectus and included as Annex A only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding TurboChef, Middleby or their respective businesses. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about TurboChef or Middleby, and you should read the information provided elsewhere in this proxy statement/prospectus and in the documents incorporated by reference into this proxy statement/prospectus for information regarding TurboChef and Middleby and their respective businesses. See "Where You Can Find More Information" beginning on page 89 of this proxy statement/prospectus.

The representations and warranties made by TurboChef to Middleby and Chef Acquisition Corp. in the merger agreement include representations and warranties relating to the following matters:

corporate existence and organization, good standing, corporate power and authority;

authority relative to, and validity and binding effect of, the merger agreement and the ancillary documents related thereto to which it is a party;

compliance with laws by TurboChef, its subsidiaries and their respective directors and officers;

capital structure, including the particular number of outstanding shares of TurboChef common stock, stock options and other equity-based interests;

ownership of, and absence of restrictions and encumbrances with respect to, the capital stock of subsidiaries;

absence of (i) any conflict with or violation of the certificate of incorporation or bylaws of TurboChef or its subsidiaries, (ii) any conflict with or violation of any contract, (iii) creation of encumbrances (other than certain permitted encumbrances) on any properties of TurboChef or its subsidiaries, (iv) any required approvals, consents or other similar action of any governmental entity (other than certain specified consents and approvals), or (v) violations of applicable law, in each case as a result of entering into and carrying out the obligations contained in the merger agreement and the ancillary documents related thereto;

SEC filings and the financial statements contained in those filings;

absence of certain changes from December 31, 2007 to August 12, 2008;

taxes and tax returns;

employee benefits;

entitlements to finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations leading to the merger agreement or the consummation of the transactions contemplated thereby;

maintenance of and compliance with licenses and permits;

environmental compliance and disclosure;

title to assets;

labor and employment matters;

intellectual property;

material contracts and the absence of breaches of material contracts;

absence of certain undisclosed liabilities;

litigation;

insurance;

real estate;

absence of certain affiliate transactions;

receipt of a fairness opinion of Goldman Sachs;

internal accounting controls and disclosure controls and procedures; and

accuracy of information supplied for this proxy statement/prospectus and other documents filed or to be filed with the SEC in connection with the transactions provided for in the merger agreement.

The representations and warranties made by Middleby and Chef Acquisition Corp. to TurboChef in the merger agreement include representations and warranties relating to the following subject matters:

corporate existence and organization, good standing, corporate power and authority;

authority relative to, and validity and binding effect of, the merger agreement, the ancillary documents related thereto to which it is or will be a party;

capital structure, including the particular number of outstanding shares of Middleby common stock, stock options and other equity-based interests;

absence of (i) any conflict with or violation of the certificate of incorporation or bylaws of Middleby or Chef Acquisition Corp., (ii) any conflict with or violation of any contract, (iii) creation of encumbrances on any properties of Middleby or its subsidiaries, (iv) any required approvals, consents or other similar action of any governmental entity (other than certain specified consents and approvals), or (v) violations of applicable law, in each case as a result of entering into and carrying out the obligations contained in the merger agreement and the ancillary documents related thereto;

SEC filings and the financial statements contained in those filings;

internal accounting controls and disclosure controls and procedures;

adequacy of funding and available Middleby common stock to pay the merger consideration required at the closing;

absence of Middleby-owned shares of TurboChef common stock;

interim operations of Chef Acquisition Corp.;

entitlements to finder's fees, brokerage or agent's commissions or other like payments in connection with the negotiations lending to the merger agreement or the consummation of the transactions contemplated thereby; and

accuracy of information supplied for this proxy statement/prospectus and other documents filed or to be filed with the SEC in connection with the transactions provided for in the merger agreement.

Conduct of Business of TurboChef Pending Completion of the Merger

TurboChef has agreed, until the effective time, except for certain scheduled exceptions or as required by the merger agreement, to and to cause each of its subsidiaries to:

conduct their respective businesses and operations in its usual, regular and ordinary course consistent with past practice;

use their reasonable best efforts to (i) preserve intact their business organizations, (ii) keep available the services of the officers and employees of TurboChef and each of its subsidiaries, and (iii) maintain good relations with customers, suppliers, employees, contractors, distributors and others having business relationships with them;

not amend its organizational documents;

not issue, sell or encumber or register for issuance or sale any of its equity securities except with respect to options, warrants and purchase rights outstanding on the date of the merger agreement;

not effect any stock split, combination, reclassification or conversion or exchange of any of its capital stock or otherwise change its capitalization;

not redeem, purchase or otherwise acquire any shares of its capital stock or the capital stock of any of its subsidiaries;

not sell, lease, license or otherwise dispose of any of its assets or encumber any assets except in the ordinary course of business consistent with past practice, for amounts in excess of $100,000 in the aggregate;

not merge with or acquire any person or any equity interests, securities or assets of a person, any division or business of any person, for amounts in excess of $100,000 in the aggregate;

not incur or assume any indebtedness except for (i) working capital purposes in the ordinary course of business under existing credit facilities, or (ii) capital expenditures made in accordance with previously adopted capital budgets, for amounts in excess of $100,000 in the aggregate;

not make any loans, advances or capital contributions to, or investments in, any person for amounts in excess of $100,000 in the aggregate;

not enter into, extend or amend any existing employment, severance, consulting, employee benefit plans, collective bargaining agreement, salary continuation agreements or any other similar agreements, increase the compensation or benefits payable to or that become payable to any officer, director, employee or affiliate of TurboChef, make any loans or advances to any of its officers, directors, employees, agents, consultants or affiliates or change its existing borrowing or lending arrangements except as required by law or to satisfy existing contractual obligations;

pay or arrange for the payment of any pension, retirement allowance or other employee benefit, or pay or make any arrangement for payment of any amount relating to unused vacation days to any officer, director, employee or affiliate or to any officers, directors, employees or affiliates of TurboChef, except payments and accruals made in the ordinary course of business consistent with past practice or as may be required pursuant to an existing benefit plan or applicable laws;

adopt or pay, grant, issue, accelerate or accrue salary or other payments or benefits to any director, officer or employee, whether past or present, except as may be required pursuant to an existing benefit plan or applicable laws, or amend in any material respect any existing plan, agreement or arrangement;

not make any change in accounting methods, principles or practices except as required by changes in applicable law or GAAP;

not settle or otherwise dispose of any litigation or proceeding other than those that involve the payment of monetary damages not in excess of $500,000 in the aggregate;

not make any material tax election, change any tax election made or enter into any settlement, compromise or waiver of the statute of limitations for any material tax liability;

not liquidate, dissolve, merge, consolidate, restructure, recapitalize or otherwise reorganize TurboChef or any of its subsidiaries or alter the corporate structure of any of its subsidiaries (other than the merger);

not declare or set aside or pay any dividend or other distribution in respect of the capital stock of TurboChef;

not amend, modify or terminate any material contract, or otherwise waive, release or assign any material rights, claims or benefits of TurboChef or any of its subsidiaries under such contracts; and

not authorize or agree in writing or otherwise to take any of the foregoing actions.

Efforts and ~~Assistance; HSR Act~~Assistance

Under the terms of the merger agreement, each of TurboChef, Middleby and Chef Acquisition Corp. must use its reasonable best efforts to take, or cause to be taken, all actions, to file, or caused to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by the merger agreement and the ancillary documents related thereto, including obtaining all necessary approvals of governmental entities or third parties.

In addition, TurboChef must provide reasonable cooperation in connection with the arrangement of financing as may be reasonably requested by Middleby (provided that such requested cooperation does not unreasonably interfere with the ongoing operations of TurboChef or any of its subsidiaries), including by:

participating in meetings, presentations and other sessions;

assisting with preparing materials in connection with the financing; and

furnishing Middleby and its financing sources with historical financial information, business and financial projections and similar information regarding TurboChef and its subsidiaries to use in connection with the financing.

Notwithstanding the foregoing, pursuant to the terms of the merger agreement, (i) neither TurboChef nor any of its subsidiaries will be required to pay any commitment or other similar fee in connection with the financing contemplated by the financing commitment letters or any alternative financing prior to the closing date of the merger, and (ii) any failure by Middleby to obtain such financing shall not relieve Middleby and Chef Acquisition Corp. from their obligations to consummate the merger to the extent all other closing conditions have been satisfied or waived.

Director and Officer Indemnification and Insurance

For a period of six years after the effective time, Middleby and the surviving corporation must (i) maintain TurboChef's existing directors' and officers' liability insurance coverage covering acts or omissions of its directors and officers for periods at or prior to the effective time of the merger and (ii) maintain indemnification provisions in the surviving corporation's bylaws that are no less favorable with respect to indemnification than are set forth in TurboChef's bylaws.

Middleby may satisfy its obligation to maintain directors' and officers' liability insurance coverage by purchasing a six-year pre-paid noncancellable directors' and officers' insurance policy covering the current and all former directors or officers of TurboChef and its subsidiaries, and their heirs and representatives, with respect to acts or failures to act prior to the effective time, in a single aggregate amount over the six-year period immediately following the closing date of the merger equal to the policy limits for the current directors' and officers' insurance policies as in effect on the date of the merger agreement; provided that Middleby is only required to obtain such coverage as can be obtained at a cost of no more than 150% of the current annual premium paid for such insurance. If Middleby has not purchased a pre-paid policy not later than five business days prior to closing, TurboChef has the right to purchase the policy on terms reasonably acceptable to Middleby.

If after the effective time, the surviving corporation (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or (ii) transfers all or substantially all of its properties or assets to any person, then proper provisions will be made so that successors and assigns of Middleby or the surviving corporation, as the case may be, will assume all of the obligations described above related to director and officer indemnification and insurance.

Employee Benefits

During the one-year period following the effective time, Middleby has agreed to provide, or cause the surviving corporation to provide, to each continuing employee of TurboChef and its subsidiaries, compensation and employee benefits that, with respect to each such employee, at the election of Middleby, are substantially comparable in the aggregate to either those provided by Middleby to its similarly situated employees or those provided under TurboChef's employee benefit plans immediately prior to the effective time with certain exclusions.

In addition, the merger agreement provides that Middleby will, or will cause its subsidiaries (including the surviving corporation) to, give each continuing employee of TurboChef and its subsidiaries full credit, without duplication, for their service to the same extent that such service was counted under similar TurboChef employee benefit plans for purposes of eligibility and vesting, but not for purposes of benefit accruals and determination of the level of benefits, under any benefit plans made generally available to employees or officers of Middleby, the surviving corporation or their subsidiaries, provided that such crediting of service will not operate to duplicate benefits or the fund of such benefits under any plan. Furthermore, Middleby will, or will cause its subsidiaries (including the surviving corporation) to, (i) waive any preexisting condition limitations otherwise applicable to each continuing employee of TurboChef and its subsidiaries and their eligible dependents under Middleby health benefits plans other than any limitations that were in effect as of the effective time under analogous TurboChef employee benefit plans, (ii) honor deductible, co-payment and out-of-pocket maximums incurred by each continuing employee of TurboChef and its subsidiaries and their eligible dependents under the health plans in which they participated immediately prior to the effective time in satisfying the same under Middleby health plans, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a continuing employee of TurboChef or its subsidiaries and his or her eligible dependents on or after the effective time to the extent that such person had satisfied a similar limitation or requirement under an analogous TurboChef employee benefit plan prior to the effective time.

Effective as of no later than the day immediately preceding the closing, TurboChef shall, unless Middleby provides written notice to TurboChef to the contrary no later than five business days prior to the closing, terminate the TurboChef 401(k) plan. Middleby shall cause its 401(k) plan to accept direct rollovers of eligible rollover distributions by TurboChef employees.

Access to Information; Confidentiality

Under the terms of the merger agreement, during the period prior to the effective time, TurboChef and its subsidiaries must, and must instruct their respective representatives to, provide Middleby and its representatives reasonable access during normal business hours, upon prior notice, to their respective offices, properties, books, contracts, commitments, personnel, records and other documents as Middleby may reasonably request, including furnishing promptly to Middleby (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities laws and (ii) reasonably available financial and operating data or information that Middleby may reasonably request. TurboChef must also instruct its representatives to cooperate with reasonable requests of Middleby in its investigation. In addition, TurboChef must provide Middleby with consolidated balance sheets and related statements of income, stockholder's equity and cash flows of TurboChef and its subsidiaries and its monthly internal financial reporting package for each calendar month following the date of the merger agreement no later than 20 calendar days following the end of each fiscal month.

Except as required by applicable law, the parties must hold, and must cause their respective representatives to hold, any non-public information in confidence to the extent required by the confidentiality agreement, dated April 15, 2008, between Middleby and TurboChef.

Upon discovery, each party must give prompt notice to the other, of (i) any failure of TurboChef or Middleby, as the case may be, to materially comply with or satisfy any covenant or agreement to be complied with or satisfied by it under the merger agreement, (ii) the occurrence or failure to occur of any event that would be likely to cause any representation or warranty made by such party in the merger agreement to be untrue or inaccurate in any material respect, (iii) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by the merger agreement, and (iv) with respect to TurboChef, the occurrence of any event, development or circumstance which has had or would be reasonably expected to result in a material adverse effect with respect to TurboChef (as described below under "—Definition of Material Adverse Effect" beginning on page 76 of this proxy statement/prospectus).

No Solicitation by TurboChef

Under the terms of the merger agreement, subject to certain exceptions described below, TurboChef has agreed that it will not, and that it will cause its subsidiaries and its and their representatives not to:

initiate, solicit, initiate or knowingly encourage (including by way of furnishing non-public information) or knowingly induce or take any action designed to or which could reasonably be expected to facilitate the making of any inquiry, offer or proposal which constitutes or could reasonably be expected to lead to, an acquisition proposal (as defined below);

enter into, continue or otherwise participate in any discussions or negotiations with, furnish any non-public information to, or otherwise cooperate with any person that is seeking to make or has made an acquisition proposal;

fail to make or withdraw or modify in any manner adverse to Middleby the TurboChef board of directors' recommendation regarding the merger or recommend, adopt or approve, or publicly propose to recommend, adopt or approve an acquisition proposal;

grant any waiver or release under any standstill or similar agreement except as required by law; or

enter into any letter of intent, understanding or agreement contemplating or otherwise relating to, or that is intended to or could reasonably be expected to lead to an acquisition proposal.

Under the merger agreement, an "acquisition proposal" is any bona fide proposal (other than an offer or proposal by or on behalf of Middleby or its affiliates) for:

the direct or indirect acquisition by any person or group of persons of at least 20% of the assets or of over 20% of any class of equity securities of TurboChef or any of its subsidiaries;

any tender offer or exchange offer involving any class of equity securities of TurboChef or any of its subsidiaries;

any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving TurboChef or any of its subsidiaries; or

any other transaction similar to any of the foregoing with respect to TurboChef or any of its subsidiaries, in each case other than any transactions to be effected pursuant to the merger agreement.

Notwithstanding the foregoing, at any time prior to the adoption of the merger agreement by the stockholders of TurboChef, in response to a bona fide written acquisition proposal that was not initiated or solicited by TurboChef or its subsidiaries or any of its or their representatives after the date of the merger agreement, TurboChef may furnish information and engage in discussions or negotiations with the person making an acquisition proposal that meets the criteria of a "superior proposal" pursuant to a customary confidentiality agreement no less favorable to TurboChef than the confidentiality agreement, dated April 15, 2008 between Middleby and TurboChef. In such event, TurboChef must promptly provide to Middleby any information concerning TurboChef and its subsidiaries which was not previously provided to Middleby.

Under the merger agreement, a "superior proposal" is any bona fide written acquisition proposal (i) for all but not less than all of the outstanding TurboChef common stock that is reasonably likely to be consummated promptly, (ii) that was not solicited or initiated in violation of the merger agreement, is not conditioned upon obtaining financing or any regulatory approvals beyond or in addition to the types of regulatory approvals required in connection with the merger, and on terms that the TurboChef board of directors determines in good faith, after consultation with its outside legal counsel and a financial advisor of nationally recognized reputation, is or would reasonably be likely to be, more favorable to the holders of TurboChef common stock from a financial point of view than the transactions contemplated by the merger agreement taking into account all relevant aspects of such offer (in comparison with the terms of the merger agreement and any revised offer by Middleby), including the expected timing and likelihood of consummation of the transaction and all financing, regulatory, legal and other aspects of the proposal and the person making such offer and (iii) and for which, in the good faith belief of the TurboChef board of directors, after consultation with outside legal counsel, a failure by TurboChef to provide information or engage in discussions or negotiations would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties under Delaware law.

TurboChef must promptly advise Middleby of TurboChef's receipt of any acquisition proposal, any request for information or if negotiations or discussions are sought with TurboChef which could reasonably be expected to result in an acquisition proposal, in each case, within 24 hours of receipt thereof. The notice must identify the person making such proposal or request, include copies of all correspondence and written materials provided to TurboChef or any of its subsidiaries or representatives that describe the terms and conditions of any such acquisition proposal or request. TurboChef is also required to promptly advise Middleby of any material changes to any acquisition proposal. Promptly upon determination by the TurboChef board of directors (and in any event within 24 hours) that an acquisition proposal constitutes or would reasonably be likely to lead to a superior proposal, TurboChef must provide Middleby notice advising it that the TurboChef board of directors has so determined and including with such notice the identity of the person making such superior proposal, copies of all correspondence and written materials describing the terms and conditions of the superior proposal and a summary of any material oral communications addressing such matters.

Obligation of TurboChef Board of Directors with Respect to its Recommendation and Holding of a Stockholder Meeting

Under the terms of the merger agreement, TurboChef has agreed to call and hold a meeting of its stockholders as promptly as practicable for the purpose of obtaining approval of the adoption of the merger agreement by the TurboChef stockholders. TurboChef has also agreed in the merger agreement, unless it withdraws its recommendation described below under "—Superior Proposal," to include in this proxy statement/prospectus the recommendation of the TurboChef Board of Directors that the stockholders of TurboChef adopt the merger agreement and the other transactions contemplated by the merger agreement and use its reasonable best efforts to solicit from its stockholders proxies in favor of the merger proposal.

Superior Proposal

Notwithstanding the obligations described above, at any time prior to the adoption of the merger agreement by the holders of a majority of the outstanding shares of TurboChef common stock, the TurboChef board of directors is permitted to (i) withdraw or modify its recommendation that the stockholders of TurboChef adopt the merger agreement, and recommend, adopt or approve or publicly proposed to recommend, adopt or approve, a superior proposal and (ii) terminate the merger agreement and enter into an acquisition agreement with respect to a superior proposal if, but only if, the TurboChef board of directors and TurboChef has prior thereto complied, in the case of the foregoing clause (i), with the following first, second and third clauses, and, in the case of the foregoing clause (ii), the following four clauses:

the TurboChef board of directors has determined in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to cause it to violate its fiduciary duties imposed by Delaware law;

TurboChef has given Middleby five business days prior written notice of its intention to take such action, which notice must attach the most recent draft of any agreement with respect to, and specify the terms and conditions of, the superior proposal (including the identity of the person or group of persons making the superior proposal) and any material modifications to any of the foregoing, and during the five-day notice period, TurboChef has negotiated, and has directed its financial advisors and outside counsel to negotiate, with Middleby in good faith to make such adjustments in the terms and conditions of the merger agreement so that such acquisition proposal ceases to constitute (in the judgment of the TurboChef board of directors, after consultation with a financial advisor of nationally recognized reputation and with outside legal counsel) a superior proposal, and if during the five-day notice period any material revisions are made to the superior proposal (it being understood that any change in the purchase price or form of consideration in such superior proposal will be deemed a material revision), TurboChef has delivered a new written notice to Middleby and has complied with the notice requirements with respect to such new written notice with a new notice period of five business days;

TurboChef has complied with its obligations described in this section of this proxy statement/prospectus and those described above under "—No Solicitation by TurboChef" beginning on page 72 of this proxy statement/prospectus; and

simultaneously with entering into any such acquisition agreement, TurboChef pays Middleby the termination fee described below under "—Fees and Expenses—Termination Fee" beginning on page 78 of this proxy statement/prospectus.

Intervening Event

At any time prior to the adoption of the merger agreement by the holders of a majority of the outstanding shares of TurboChef common stock, the TurboChef board of directors is permitted to change its recommendation that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement in response to intervening events with respect to or otherwise affecting Middleby or any of its subsidiaries or its or their business, properties, assets, liabilities, results of operation or condition (financial or otherwise) occurring or arising after the date of the merger agreement that:

are materially adverse to Middleby and its subsidiaries taken as a whole;

were not known to the TurboChef board of directors prior to the execution of the merger agreement;

did not arise out of any action taken or omitted to be taken by Middleby or any of its subsidiaries at the written request or with the written consent of TurboChef given after the date of the merger agreement;

the TurboChef board of directors has determined in good faith, after consultation with its outside legal counsel, that, in light of such intervening events, the failure to take such action would or would be reasonably likely to cause the TurboChef board of directors to breach its fiduciary duties imposed by Delaware law; and

are not due to the receipt, existence or terms of an acquisition proposal or any matter relating thereto or consequence thereof.

The TurboChef board of directors expressly states in the merger agreement that it has considered and understands that the announcement of both the merger agreement and the transactions contemplated thereby (and limited to the announcement of both the merger agreement and the transactions contemplated thereby) could affect the value of the stock merger consideration.

The TurboChef board of directors is not entitled to exercise its right to change its recommendation that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement in connection with an intervening event unless TurboChef (i) has given Middleby at least five business days' prior written notice advising Middleby that the TurboChef board of directors intends to take such action and specifying the facts underlying the determination by the TurboChef board of directors that an intervening event has occurred, and the reasons for such change in its recommendation, in reasonable detail, and (ii) during such five business day period, if requested by Middleby, has engaged in good faith negotiations with Middleby to amend the merger agreement in such manner that obviates the need for such change in recommendation as a result of the intervening event.

Conditions to Obligations to Complete the Merger

Under the terms of the merger agreement, the respective obligations of Middleby and Chef Acquisition Corp., on the one hand, and TurboChef, on the other, to consummate the merger are subject to the satisfaction or waiver of the following conditions:

the adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock;

expiration, termination or receipt (as applicable) of any applicable waiting period or required approval under the HSR Act, or any other similar applicable laws that are required prior to the completion of the merger;

no law shall prohibit the consummation of the merger;

the Registration Statement of which this proxy statement/prospectus is a part having been declared effective by the SEC under the Securities Act, and no stop order or proceedings for a stop order suspending the effectiveness of such Registration Statement having been issued or initiated or threatened in writing by the SEC and not concluded or withdrawn; and

approval of the shares of Middleby common stock to be issued in the merger for listing on the NASDAQ Global Select Market, subject to official notice of issuance.

The obligations of TurboChef to consummate the merger also are subject to the satisfaction or waiver of the following further conditions:

performance by Middleby and Chef Acquisition Corp. in all material respects of all obligations required to be performed by them at or prior to the effective time;

the representations and warranties of Middleby and Chef Acquisition Corp. in the merger agreement must be true and correct in all material respects as of the date of the merger agreement and the closing date of the merger as if made at and as of such dates (except for those representations and warranties which address matters only as of an earlier date which must have been true and correct as of such earlier date); and

receipt of a tax opinion from counsel to either Middleby or TurboChef to the effect that (i) the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code.

The respective obligations of Middleby and Chef Acquisition Corp. to consummate the merger also are subject to the satisfaction or waiver of a number of further conditions, including:

performance by TurboChef in all material respects of all obligations required to be performed by it at or prior to the effective time;

(i) the representations and warranties of TurboChef relating to its capitalization must be true and correct in all respects (except for any de minimis inaccuracy), (ii) the representations and warranties of TurboChef relating to authorization, stockholder approval, SEC reports, information supplied and the absence of a company "material adverse effect" that are qualified as to materiality or by reference to "material adverse effect" shall be true and correct in all respects, or any such representation and warranty that is not so qualified shall be true and correct in all material respects, in each case as of the date of the merger agreement and as of the closing as if made at and as of such date (except that any such representation or warranty that is made as of a specified date that is qualified as to materiality or by reference to "material adverse effect" must be true and correct in all respects as of such specified date, and any such representation and warranty that is made as of a specified date that is not so qualified shall be true and correct in all material respects as of such specified date) and (iii) any other representation and warranty of TurboChef in the merger agreement (without regard to materiality or "material adverse effect" qualifiers contained therein) must be true and correct in all respects, as of the date of the merger agreement and as of the closing as if made at and as of such date (other than any such representation or warranty that is made as of a specified date, which shall be true and correct in all respects as of such specified date), except where the failure to be so true and correct, either individually or in the aggregate, has not had and would not reasonably be expected to have a TurboChef "material adverse effect" (as described below under "—Definition of Material Adverse Effect" beginning on page 76 of this proxy statement/prospectus);

receipt of specified required consents;

receipt of a tax opinion from counsel to either Middleby or TurboChef to the effect that the merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code and (ii) Middleby, Chef Acquisition Corp. and TurboChef will each be a “party to the reorganization” within the meaning of Section 368(b) of the Internal Revenue Code; and

no pending action or proceeding before any governmental entity seeking to (i) restrain or prohibit Middleby's or Chef Acquisition Corp.'s ownership or operation of all or a material portion of their or TurboChef's or its subsidiaries' businesses, (ii) make materially more costly the consummation of the merger or seeking to obtain from TurboChef, Middleby or Chef Acquisition Corp. any material damages, (iii) impose limitations on the ability of Middleby or Chef Acquisition Corp. to own the shares of TurboChef or (iv) which otherwise may reasonably be expected to have a TurboChef material adverse effect (as described below under "—Definition of Material Adverse Effect" beginning on page 76 of this proxy statement/prospectus).

Definition of Material Adverse Effect

Under the terms of the merger agreement, a material adverse effect on TurboChef means any change, circumstance, development, occurrence, event, fact or effect that, when considered either individually or together with all such changes, circumstances, developments, occurrences, events, facts or effects is or is reasonably likely to be materially adverse to (i) the business, properties, assets, liabilities, consolidated results of operations or condition (financial or otherwise) of TurboChef and its subsidiaries, taken as a whole or (ii) the ability of TurboChef to consummate the transactions contemplated by the merger agreement. However, under the terms of the merger agreement, no change, circumstance, development, occurrence, event, fact or effect resulting or arising from or relating to any of the following matters can be considered when determining whether a material adverse effect has occurred or would reasonably be expected to occur with respect to TurboChef:

any conditions, developments or changes affecting the industries in which TurboChef and its subsidiaries operate;

any conditions affecting the economy or the financial, debt, credit or securities markets in the United States;

acts of war (whether or not declared), armed hostilities and terrorism, or developments or changes therein;

any conditions resulting from natural disasters;

compliance by TurboChef and its subsidiaries with the covenants contained in the merger agreement;

the failure by TurboChef to meet any published analyst estimates or expectations of its revenue, earnings or other financial performance or results of operations for any period ending on or after the date of the merger agreement (it being understood that any fact or development giving rise to or contributing to such failure may be the cause of a material adverse effect if not otherwise excluded pursuant to the definition thereof);

any action taken or omitted to be taken by or at the written request or with the written consent of Middleby;

any announcement of the merger agreement or the transactions contemplated thereby, in each case, solely to the extent due to such announcement; or

changes in GAAP or authoritative interpretations.

Notwithstanding the forgoing, under the terms of the merger agreement, changes, circumstances, developments, occurrences, events, facts or effects set forth in the first, second and third bullets above may be taken into account in determining whether there has been or is a material adverse effect if and only to the extent such changes, circumstances, developments, occurrences, events, facts or effects have a disproportionate impact on TurboChef and its subsidiaries, taken as a whole, relative to the other participants in the industries in which it operates.

Termination of the Merger Agreement

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time, whether before or after adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock:

by mutual written agreement of Middleby and TurboChef;

by either Middleby or TurboChef, if:

the merger does not occur on or prior to December 31, 2008, provided that neither Middleby nor TurboChef may terminate the merger agreement on this basis if such party's breach of any provision of the merger agreement has resulted in the failure of the merger to occur on or before such date and either party may extend the termination date for up to 90 days if the failure to consummate the merger is due solely to receipt of regulatory approvals;

there is any law that makes consummation of the merger illegal or otherwise prohibited or enjoins TurboChef or Middleby from consummating the merger and the enjoinment shall have become final and nonappealable; or

the adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock is not obtained at a meeting of the holders of TurboChef's common stock or any adjournment or postponement thereof at which the merger agreement has been voted upon;

by Middleby, if:

there has occurred a change in the recommendation of the TurboChef board of directors that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement other than due to an intervening event with respect to Middleby or the TurboChef board of directors fails to publicly confirm its recommendation that the stockholders adopt the merger agreement and approve the merger within ten business days of a written request by Middleby that it do so;

TurboChef has breached any of its representations or warranties, or failed to perform any of its covenants or agreements set forth in the merger agreement, which breach or failure to perform would cause any of Middleby's or Chef Acquisition Corp.'s closing conditions to not be satisfied, and such condition is either incapable of being satisfied or such breach or failure to perform is not cured within 20 days after notice from Middleby; or

TurboChef has materially breached its obligations described above under "—No Solicitation by TurboChef" beginning on page 72 of this proxy statement/prospectus.

by TurboChef, if:

prior to the adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock, (i) TurboChef receives a superior proposal in accordance with the terms of the merger agreement; (ii) the TurboChef board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties imposed by Delaware law; (iii) TurboChef has given Middleby five business days' prior written notice of its intention to take such action, has negotiated in good faith with Middleby during that period to make such adjustments to the terms and conditions of the merger agreement so that the acquisition proposal ceases to constitute (in the judgment of the TurboChef board of directors after consultation with a financial advisor of nationally recognized reputation and with outside legal counsel) a superior proposal and has otherwise complied in all material respects with its other obligations described above under "—No Solicitation by TurboChef" beginning on page 72 of this proxy statement/prospectus and "—Obligation of TurboChef Board of Directors with Respect to its Recommendation and Holding of a Stockholder Meeting" beginning on page 73 of this proxy statement/prospectus; and (iv) simultaneously with such termination, TurboChef has paid to Middleby the termination fee discussed below under "—Fees and Expenses—Termination Fee" beginning on page 78 of this proxy statement/prospectus;

prior to the adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock (i) there has occurred an intervening event with respect to Middleby; (ii) the TurboChef board of directors determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties imposed by Delaware law and (iii) TurboChef has given Middleby five business days' prior written notice of its intention to take such action, has negotiated in good faith with Middleby during that period to make such adjustment to the terms and conditions of the merger agreement so as to obviate such change in the recommendation of the TurboChef board of directors that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement due to the intervening event; or

Middleby or Chef Acquisition Corp. has breached any of its representations or warranties, or failed to perform any of its covenants or agreements set forth in the merger agreement, which breach or failure to perform would cause any of TurboChef's closing conditions to not be satisfied, and such condition is either incapable of being satisfied or such breach or failure to perform is not cured within 20 days after notice from TurboChef;

Effect of Termination

If the merger agreement is terminated as described above under "—Termination of the Merger Agreement" beginning on page 7877 of this proxy statement/prospectus, the merger agreement will be void, and there will be no liability or obligation on the part of TurboChef or Middleby or their respective subsidiaries, officers or directors, except:

each party will remain liable for its willful and material breach of the merger agreement or any ancillary document related thereto; and

designated provisions of the merger agreement, including the confidential treatment of information and the allocation of fees and expenses, including, if applicable, the termination fees described below, will survive termination.

Fees and Expenses

Generally, the merger agreement provides that whether or not the merger is consummated, all costs and expenses incurred in connection with the transactions contemplated by the merger agreement will be paid by the party incurring such expenses. However, if the merger agreement is terminated in certain circumstances described below, TurboChef will be required to pay certain termination fees to Middleby.

Termination Fee

The merger agreement provides that TurboChef must pay Middleby a termination fee of $7.0 million if:

Middleby terminates the merger agreement because the TurboChef board of directors changes its recommendation that the stockholders of TurboChef adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement other than as a result of an intervening event with respect to Middleby or the TurboChef board of directors fails to publicly confirm its recommendation that the stockholders adopt the merger agreement and approve the merger within ten business days of a written request by Middleby that it do so;

Middleby terminates the merger agreement because TurboChef has materially breached its obligations described above under "—No Solicitation by TurboChef" beginning on page 72 of this proxy statement/prospectus;

TurboChef terminates the merger agreement because, prior to the adoption of the merger agreement by a majority of the outstanding shares of TurboChef common stock, it received a superior proposal, the TurboChef board of directors determined in good faith after consultation with its outside legal counsel, that the failure to terminate the agreement in order to enter into an agreement for such superior proposal would be reasonably likely to cause the TurboChef board of directors to violate its fiduciary duties imposed by Delaware law and TurboChef complied with its obligations described above under "—No Solicitation by TurboChef" beginning on page 72 of this proxy statement/prospectus and "—Obligation of TurboChef Board of Directors with Respect to its Recommendation and Holding of a Stockholder Meeting" beginning on page 73 of this proxy statement/prospectus;

TurboChef or Middleby terminates the merger agreement because the merger is not consummated by December 31, 2008, prior to such termination an acquisition proposal has been received by TurboChef or publicly announced, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal;

TurboChef or Middleby terminates the merger agreement because the required approval of TurboChef stockholders is not obtained at the TurboChef special meeting or any adjournment or postponement thereof, prior to such termination an acquisition proposal has been received by TurboChef or publicly announced, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal; or

Middleby terminates the merger agreement because TurboChef breaches any representation, warranty, covenant or agreement in a way that the related condition to closing would not be satisfied and fails to cure its breach within 20 days after notice from Middleby, and prior to such termination an acquisition proposal has been received by TurboChef or publicly announced, and within 6 months following the termination of the merger agreement either an acquisition proposal is consummated with a party or TurboChef enters into a definitive agreement with a party regarding an acquisition proposal.

In no event will TurboChef be obligated to pay the termination fee on more than one occasion.

Amendment

The merger agreement may be amended prior to the effective time, if, and only if, the amendment is in writing and signed by TurboChef, Middleby and Chef Acquisition Corp.

Governing Law

The merger agreement is governed by and will be construed in accordance with the laws of the State of Delaware.

THE VOTING AND SUPPORT AGREEMENT

The following summary describes the material provisions of the voting and support agreement. The provisions of the voting and support agreement are complicated and not easily summarized. This summary may not contain all of the information about the voting and support agreement that is important to you. The voting and support agreement is attached as Annex B to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus, and we encourage you to read it carefully in its entirety for a more complete understanding of the voting and support agreement.

As a condition to Middleby's willingness to enter in the merger agreement, concurrently with the execution and delivery of the merger agreement, on August 12, 2008, Middleby entered into a voting and support agreement with the following directors and officers of TurboChef: Richard E. Perlman, James K. Price, J. Thomas Presby, William A. Shutzer, Raymond H. Welsh, Sir Anthony Jolliffe, James W. DeYoung, Paul P. Lehr, J. Miguel Fernandez de Castro, Stephen J. Beshara and Dennis J. Stockwell (the "Principal Stockholders"). The Principal Stockholders owned or had the right to vote with respect to a total of shares of TurboChef common stock, or approximately %20% of TurboChef common stock outstanding on the record date, all of which shares are subject to the voting and support agreement. We refer to these shares as the "Covered Shares."

Agreement to Vote and Irrevocable Proxy

The Principal Stockholders have agreed to vote the Covered Shares at any duly called meeting of the TurboChef stockholders or by written consent as follows:

in favor of the adoption and approval of the merger agreement and the transactions contemplated thereby, including the merger, at every meeting of stockholders of TurboChef at which such matters are considered and at every adjournment or postponement thereof; and

against any acquisition proposal or any corporate action which would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the merger.

In addition, the Principal Stockholders have granted to Middleby an irrevocable proxy to vote the Covered Shares at the TurboChef special meeting (and any adjournment or postponement thereof).

Notwithstanding the foregoing, each Principal Stockholder will remain free to vote the Covered Shares with respect to any matter not covered by the foregoing in any manner it deems appropriate, provided that such vote would not reasonably be expected to violate or conflict with the provisions of the voting and support agreement or materially impair the ability of each Principal Stockholder to perform its obligations under the voting and support agreement.

Pursuant to the voting and support agreement, the Principal Stockholders have waived, and agreed not to assert or perfect, any appraisal rights or any similar rights they may have by virtue of their ownership of the Covered Shares.

Under the voting and support agreement, any additional shares of TurboChef common stock acquired or purchased by the Principal Stockholders will be subject to the terms of the voting and support agreement to the same extent as the Covered Shares and must be voted by the Principal Stockholders in the same manner as the Covered Shares.

Transfer Restrictions

Each Principal Stockholder has agreed to certain restrictions on the Covered Shares. For a period beginning on August 12, 2008 and continuing until the termination of the voting and support agreement, each Principal Stockholder may not transfer, or enter into any agreement with respect to a transfer of, any of the Covered Shares. For a period beginning on August 12, 2008 and continuing until the termination of the voting and support agreement, each Principal Stockholder may not enter into any voting agreement, voting trust or any other voting arrangement with respect to any of the Covered Shares. Notwithstanding the foregoing, each Principal Stockholder may transfer, or enter into an agreement with respect to a transfer of, any of the Covered Shares so long as the other party to the transfer executes the voting and support agreement (or a joinder thereto in a form reasonably satisfactory to Middleby) and agrees to be bound by its terms.

Termination

The voting and support agreement terminates upon the earliest to occur of (i) the mutual agreement of Middleby and the Principal Stockholders, (ii) the effective time of the merger, (iii) the termination of the merger agreement pursuant to its terms and (iv) the execution by TurboChef of any amendment, supplement, waiver or modification to the merger agreement that has not previously been approved in writing by the Principal Stockholders if such modification would adversely affect the Principal Stockholders in any material respect (including any amendment that results in a decrease in the merger consideration or that results in a change in the form of merger consideration).

DESCRIPTION OF MIDDLEBY'S CAPITAL STOCK

This section describes the material terms of Middleby's capital stock, its restated certificate of incorporation and its second amended and restated bylaws. This section also summarizes relevant provisions of the Delaware General Corporation Law. We urge you to carefully read Middleby's restated certificate of incorporation and second amended and restated bylaws which are incorporated by reference into this proxy statement/prospectus. See "Where You Can Find Additional Information" beginning on page 89 of this proxy statement/prospectus.

Authorized Capital Stock

Middleby has authority to issue a total of 49,500,000 shares of capital stock consisting of:

47,500,000 shares of common stock, par value $0.01 per share; and

2,000,000 shares of preferred stock, par value $0.01 per share.

As of , 2008, shares of Middleby common stock were issued and outstanding, shares of Middleby common stock were issued and held in treasury and no shares of Middleby preferred stock were issued and outstanding.

Middleby's Common Stock

Holders of Middleby common stock are entitled to one vote for each share held on all matters submitted to a vote of Middleby stockholders. Holders of Middleby common stock are entitled to receive dividends, ratably, if any, as may be declared by the Middleby board of directors out of legally available funds, subject to the preferential dividend rights of any outstanding preferred stock. In the event of Middleby's liquidation, dissolution or winding up, the holders of Middleby's common stock are entitled to share ratably in all assets remaining after satisfaction of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of Middleby common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to Middleby common stock. The rights, preferences and privileges of holders of Middleby common stock are subject to, and could be adversely affected by, the rights of holders of shares of any series of preferred stock which Middleby may designate and issue in the future without further stockholder approval. Holders of Middleby common stock do not have cumulative voting rights with respect to the election of directors.

Middleby's Preferred Stock

The Middleby board of directors is expressly authorized to provide for the issuance from time to time, without further stockholder approval, up to an aggregate of 2,000,000 shares of preferred stock in one or more classes or series, and to fix each such class or series such voting powers, fully or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions of the shares of each class or series, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. Middleby may issue preferred stock in ways which may delay, defer or prevent a change of control of Middleby without further action by Middleby stockholders and may adversely affect the voting and other rights of the holders of Middleby common stock. The issuance of preferred stock with voting and conversion rights could adversely affect the voting power of the holders of Middleby common stock, including any voting control. Middleby does not have any present plans to issue any shares of preferred stock.

Anti-Takeover Effects of Provisions of the Delaware General Corporation Law, Middleby's Restated Certificate of Incorporation and Middleby's Second Amended and Restated Bylaws

The Delaware General Corporation Law, Middleby's restated certificate of incorporation and Middleby's second amended and restated bylaws contain a number of provisions which could have the effect of discouraging transactions that involve an actual or threatened change of control of Middleby. In addition, provisions of Middleby's restated certificate of incorporation and Middleby's second amended and restated bylaws may be deemed to have anti-takeover effects and could delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in his, her or its best interest, including those attempts that might result in a premium over the market price of the shares held by Middleby stockholders.

Delaware Section 203. A corporation may elect not to be governed by Section 203 of the Delaware General Corporation Law, which generally protects publicly traded Delaware corporations from hostile takeovers and from certain actions following such takeovers, by prohibiting some transactions once an acquirer has gained a significant holding in the corporation. Middleby has not made this election and is therefore governed by Section 203 of the Delaware General Corporation Law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years following the date of the transaction in which the person became an interested stockholder, unless the interested stockholder attained this status with the approval of the board of directors or unless:

prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock outstanding at the time the transaction commenced, excluding certain shares; or

at or subsequent to that time, the business combination is approved by the board of directors and by the affirmative votes of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.

A "business combination" includes mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to exceptions, an "interested stockholder" is a person who, together with affiliates and associates, owns, or within three years owned, 15% or more of the corporation's voting stock. This statute could prohibit or delay the accomplishment of mergers or other takeover or change of control attempts with respect to Middleby and, accordingly, could discourage attempts to acquire Middleby.

Under certain circumstances, Section 203 makes it more difficult for a person who would be an "interested stockholder" to effect various business combinations with a corporation for a three year period. The provisions of Section 203 could encourage companies interested in acquiring Middleby to negotiate in advance with the Middleby board of directors because the stockholder approval requirement would be avoided if the Middleby board of directors approves either the business combinations or the transactions that result in the stockholder becoming an interested stockholder. Section 203 also may make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Middleby's second amended and restated bylaws provide that in order for a stockholder to make a nomination or propose business at an annual meeting of stockholders, the stockholder must give timely written notice to Middleby's secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that if the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever occurs first. These provisions could preclude stockholders from bringing matters before Middleby's annual meeting of stockholders or from making nominations for directors at Middleby's annual meeting of stockholders by limiting the window of time available to present such matters to Middleby for presentation to stockholders at such annual meeting.

Authorized but Unissued Shares. Middleby's authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to NASDAQ Marketplace Rule 4350(i)(1)(D), which generally requires that an issuer obtain approval from its stockholders in connection with the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares could render it more difficult or discourage an attempt to obtain control of Middleby by means of a proxy contest, tender offer, merger or otherwise. In addition, the authorization of undesignated preferred stock makes it possible for the Middleby board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to effect a change of control of Middleby.

Board of Directors; Removal; Filling Vacancies and Amendments. Middleby's second amended and restated bylaws provide that a majority of Middleby's board of directors may remove any director with or without cause. Middleby's board of directors have the power to fix the number of directors by resolution. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, and the directors chosen in this manner will hold office until the next annual election.

Special Meetings of Stockholders. Middleby's restated certificate of incorporation provides that special meetings of stockholders may be called only by the Middleby board of directors pursuant to a resolution stating the purpose, the President, or by the chairman of the Middleby board of directors, and only the business stated in the notice of a special meeting of stockholders may be transacted at any such special meeting. This limitation on the right of stockholders to call a meeting could make it more difficult for stockholders to initiate actions that are opposed by the Middleby board of directors. In addition, the limited ability of stockholders to call a special meeting of stockholders could make it more difficult to change Middleby's existing board of directors and management.

Transfer Agent and Registrar

The transfer agent and registrar for Middleby common stock is LaSalle Bank, N.A.

Listing

Middleby common stock is listed on the NASDAQ Global Select Market under the symbol "MIDD."

COMPARATIVE RIGHTS OF MIDDLEBY STOCKHOLDERS AND

TURBOCHEF STOCKHOLDERS

Middleby is a Delaware corporation and, accordingly, the rights of stockholders of Middleby are governed by the General Corporation Law of the State of Delaware (the "DGCL"), as well as the certificate of incorporation and bylaws of Middleby. TurboChef is also a Delaware corporation, and its stockholders' rights are governed by the DGCL, and its certificate of incorporation and bylaws.

As a result of the merger, TurboChef's stockholders will become stockholders of Middleby and the Middleby certificate of incorporation and the Middleby bylaws will govern the rights of former TurboChef stockholders. Both companies are Delaware corporations, so many of the rights of TurboChef stockholders will be similar to their rights as Middleby stockholders. The following is a discussion of material differences between the rights of TurboChef stockholders and the rights of Middleby stockholders. While Middleby and TurboChef believe that the description covers the material differences between the two, this summary may not contain all of the information that is important to you. You should carefully read this entire document and the other documents referred to for a more complete understanding of the differences between being a stockholder of TurboChef and being a stockholder of Middleby.

Copies of the certificate of incorporation and bylaws of Middleby and the certificate of incorporation and bylaws of TurboChef are filed as exhibits to the reports of Middleby and TurboChef incorporated by reference in this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 89.

Capitalization

Middleby	TurboChef

The authorized capital stock of Middleby currently consists of 2,000,000 shares of preferred stock, par value $0.01 per share, and 47,500,000 shares of common stock, par value $0.01 per share.	The authorized capital stock of TurboChef currently consists of 5,000,000 shares preferred stock, par value $1.00 per share, and 100,000,000 shares of common stock, par value $0.01 per share.

Size of the Board of Directors

Middleby	TurboChef

Middleby 's certificate of incorporation provides for a minimum of three and a maximum of eleven members of the board of directors, with the exact number of directors determined by the board of directors from time to time. Currently, Middleby's board of directors has eight members.	TurboChef's bylaws provide for the initial board of directors to consist of 3 members. The number of directors may be changed by the board of directors from time to time. Currently, TurboChef's board of directors has seven members.

Removal of Directors

Middleby	TurboChef

Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.	TurboChef's bylaws provide that any or all of the directors may be removed with or without cause, at any time by the vote of the stockholders at a special meeting of stockholders called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting of the board of directors called for that purpose.

Ability to Call Special Meetings of Shareholders

Middleby	TurboChef

A special general meeting of shareholders may be called by the chairman of the board of directors, the president, or a majority of the board of directors, at such time and place as may be stated in the notice. Stockholders are not entitled to call a special meeting.	TurboChef's bylaws provide that a special meeting of the stockholders, may be called by the president, the board of directors, or the holders of not less than a majority of all of the shares entitled to vote at the meeting.

Shareholder Proposals

Middleby	TurboChef

Middleby's bylaws allow stockholders to bring business before an annual meeting of stockholders. However, proposals may only be made by a stockholder who has given timely written notice to the secretary of Middleby. To be timely, a stockholder's notice to the secretary must be delivered to or mailed and received at the principal executive offices of the company not less than ninety days nor more than one hundred twenty days prior to the anniversary date of the immediately preceding annual meeting of stockholders. If the annual meeting is called for a date that is not within thirty days before or after such anniversary date, in order to be timely the stockholder's notice must be received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.	TurboChef has not adopted specific advance notice provisions in its certificate of incorporation or bylaws. Accordingly, in order to bring business before a meeting of stockholders, stockholders must follow the shareholder proposal deadlines in Rule 14a-8(e) and Rule 14a-4(c)(1) under the Securities Exchange Act of 1934, as amended. Rule 14a-8(e) provides a stockholder's proposal to be included in the proxy statement for the company's annual meeting must be received at the company's principal executive office's not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. However, if the company did not hold an annual meeting the previous year, or if the date of this year's annual meeting has been changed by more than 30 days from the date of the previous year's annual meeting, then the deadline is a reasonable time before the company begins to print and send its proxy materials. If the stockholder is submitting a proposal for a meeting of stockholders other than a regularly scheduled annual meeting, the deadline is a reasonable time before the company begins to print and send its proxy materials. Rule 14a-4(c)(1) provides the calculation of the date after which notice of a stockholder proposal submitted outside the process of Rule 14a-8 is considered untimely. For an annual meeting of stockholders, the notice is untimely if TurboChef did not have notice of the matter at least 45 days before the date on which TurboChef first sent its proxy materials for the prior year's annual meeting of stockholders and a specific statement is made to that effect in the proxy statement or form of proxy. If during the prior year TurboChef did not hold an annual meeting, or if the date of the meeting has changed more than 30 days from the prior year, then notice is untimely if it has not been received a reasonable time before the registrant sends its proxy materials for the current year.

Director Nominations by Shareholders

Middleby	TurboChef

Middleby's bylaws allow stockholders to nominate a director for election. However, stockholders must give timely written notice of the nominations to the secretary of Middleby. To be timely, a stockholder's notice to the secretary must be delivered to or mailed and received at the principal executive offices of Middleby: (a) in the case of an annual meeting, not less than ninety days nor more than one hundred twenty days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and	TurboChef has not adopted specific provisions regarding the nomination of directors for election by stockholders. Accordingly, in order to nominate directors, stockholders must follow the requirements of Rule 14a-12(c) under the Securities Exchange Act of 1934, as amended.

(b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

Mergers and Share Exchanges

Middleby	TurboChef

Under the DGCL, a merger, consolidation or sale of all or substantially all of a corporation's assets must be approved by the board of directors and by a majority of the outstanding stock of the corporation entitled to vote on the transaction. However, no vote of stockholders of a constituent corporation surviving a merger is required, unless the corporation provides otherwise in its certificate of incorporation, if: • the merger agreement does not amend the certificate of incorporation of the surviving corporation, • each share of stock of the surviving corporation outstanding before the merger is an identical outstanding or treasury share after the merger, and • either no shares of common stock of the surviving corporation are to be issued or delivered pursuant to the merger or the authorized unissued shares or treasury shares of the surviving corporation to be issued do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective time of the merger. Additional supermajority voting requirements may be applicable under the DGCL in certain circumstances. In addition, Middleby's certificate of incorporation provides that no agreement or plan providing for the dissolution, liquidation, merger or consolidation of the corporation or the sale, lease, or transfer of substantially all of its assets, shall be effective unless approved by the affirmative vote of not less than two-thirds of the votes of all of the shares of stock outstanding and entitled to vote.	Under the DGCL, a merger, consolidation or sale of all or substantially all of a corporation's assets must be approved by the board of directors and by a majority of the outstanding stock of the corporation entitled to vote on the transaction. However, no vote of stockholders of a constituent corporation surviving a merger is required, unless the corporation provides otherwise in its certificate of incorporation, if: • the merger agreement does not amend the certificate of incorporation of the surviving corporation, • each share of stock of the surviving corporation outstanding before the merger is an identical outstanding or treasury share after the merger, and • either no shares of common stock of the surviving corporation are to be issued or delivered pursuant to the merger or the authorized unissued shares or treasury shares of the surviving corporation to be issued do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective time of the merger. Additional supermajority voting requirements may be applicable under the DGCL in certain circumstances.

Indemnification of Directors and Officers

Middleby	TurboChef

Middleby's certificate of incorporation requires Middleby to indemnify, to the fullest extent permitted by law, directors, officers, employees and other agents of the corporation, and persons who serve at its request as directors, officers, employees or other agents of another organization in which the corporation directly or indirectly owns shares or of which it is a creditor. The indemnification shall include, but not be limited to, payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an	TurboChef's certificate of incorporation requires TurboChef to indemnify any director or officer to the fullest extent permitted by DGCL. The right to indemnification shall include the advancement of expenses incurred in defending such proceeding. TurboChef may, by action of the board of directors, provide indemnification to employees or agents of TurboChef with the same scope and effect as the indemnification of its officers and directors. Any and every person made a party to any action, suit, or proceeding by reason of the fact that he is or was a director, officer, employee or agent of TurboChef,

undertaking by the person indemnified to repay such payments if he shall be adjudicated to be not indemnified under the law. Any such indemnification shall be provided although the person to be indemnified is no longer an officer, director, employee, or agent of the corporation. No indemnification shall be provided for any person adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation.

The DGCL provides that a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of the directors who were not parties to the suit or proceeding, even though less than a quorum, if the person:

• acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests, and

• in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys' fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.

To the extent a present or former director or officer is successful in the defense of such an action, suit or proceeding, the corporation is required by the DGCL to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys' fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that person is not entitled to be so indemnified.

shall be indemnified by TurboChef to the fullest extent permissible under the DGCL. The DGCL provides that a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a the directors who were not parties to the suit or proceeding, even though less than a quorum, if the person:

• in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

FUTURE TURBOCHEF STOCKHOLDER PROPOSALS AND NOMINATIONS

TurboChef plans to hold its 2009 annual meeting of TurboChef stockholders only if the merger is not completed. The deadline for eligible stockholders to submit a proposal for inclusion in TurboChef's proxy statement for the 2009 annual meeting of TurboChef stockholders will be March 20, 2009.

In addition, stockholders may present proposals which are proper subjects for consideration at an annual meeting, including nominees for election to our Board of Directors, even if the proposal is not submitted by the deadline for inclusion in the proxy statement. To do so, the proposal should be submitted to the attention of our Secretary at TurboChef's principal executive office in a timely manner before TurboChef sends out its proxy materials. For the 2009 annual meeting of TurboChef stockholders, such a proposal should be submitted sufficiently far in advance that it is received no later than April 27, 2009. Proxy voting on proposals, if any, received after that date will be subject to the discretionary voting authority of the designated proxy holders.

LEGAL MATTERS

Skadden, Arps, Slate, Meagher & Flom LLP , Chicago, Illinois, will pass upon the validity of the shares of Middleby common stock offered by this proxy statement/prospectus and certain federal income tax consequences of the merger for Middleby.

Paul, Hastings, Janofsky & Walker LLP , Atlanta, Georgia, will pass upon certain federal income tax consequences of the merger for TurboChef.

EXPERTS

The consolidated financial statements, the related financial statement schedule, incorporated in this Prospectus by reference from The Middleby Corporation’s Annual Report on Form 10-K/A for the year ended December 29, 2007, and the effectiveness of The Middleby Corporation’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the restatement discussed in Note 2 and regarding The Middleby Corporation’s adoption of Financial Accounting Standards Board ("FASB") Statement No. 123R, Share-Based Payment, in 2006, and of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, in 2007). Such financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of TurboChef Technologies, Inc. appearing in TurboChef Technologies, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2007 (including the schedule appearing therein) and the effectiveness of TurboChef Technologies, Inc.’s internal control over financial reporting as of December 31, 2007, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements have been incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Middleby and TurboChef file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these reports, statements or other information filed by either Middleby or TurboChef at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC filings of Middleby and TurboChef are also available to the public at the Website maintained by the SEC at www.sec.gov. Except for documents that are expressly incorporated herein by reference, the information contained on the SEC's Website is not incorporated by reference into this proxy statement/prospectus.

Middleby has filed a Registration Statement on Form S-4 to register with the SEC the Middleby common stock to be issued to TurboChef stockholders in the merger. This proxy statement/prospectus is a part of that Registration Statement and constitutes a prospectus of Middleby, in addition to being a proxy statement of TurboChef for its special meeting. The Registration Statement, including the attached annexes, contains additional relevant information about Middleby, Middleby common stock and TurboChef. As allowed by SEC rules, this proxy statement/prospectus does not contain all the information you can find in the Registration Statement or the exhibits to the Registration Statement.

The SEC allows Middleby and TurboChef to "incorporate by reference" information into this proxy statement/prospectus. This means that Middleby and TurboChef can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this proxy statement/prospectus, except for any information that is superseded by information that is included directly in this proxy statement/prospectus or incorporated by reference subsequent to the date of this proxy statement/prospectus.

This proxy statement/prospectus incorporates by reference the documents listed below that Middleby or TurboChef, as applicable, previously filed with the SEC. They contain important information about Middleby or TurboChef, as applicable, and their financial condition. The following documents, which were filed by Middleby (Commission File No. 1-9973) with the SEC, are incorporated by reference into this proxy statement/prospectus:

Annual Report on Form 10-K for the year ended December 29, 2007 filed with the SEC on February 27, 2008, as amended August 6, 2008;

Quarterly Report on Form 10-Q for the quarter ended June 28, 2008 filed with the SEC on August 7, 2008;

Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 filed with the SEC on May 8, 2008 as amended August 6, 2008;

Definitive Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Stockholders filed with the SEC on April 24, 2008; and

Current Reports on Form 8-K filed with the SEC on January 4, January 17, April 11, April 24, August 12, August 14, August 15, and August 20, 2008.

The following documents, which were filed by TurboChef (Commission File No. 001-32334) with the SEC, are incorporated by reference into this proxy statement/prospectus:

Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 7, 2008;

Quarterly Report on Form 10-Q for quarter ended March 31, 2008 filed with the SEC on May 8, 2008;

Quarterly Report on Form 10-Q for quarter ended June 30, 2008 filed with the SEC on August 11, 2008;

Definitive Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Stockholders filed with the SEC on June 10, 2008;

Current Reports on Form 8-K filed with the SEC on March 18, May 1, ~~and~~ August 13, September 16, and October 21, 2008 (other than information furnished under Item 2.02 or Item 7.01 of any Form 8-K which information is not deemed filed under the Exchange Act).

In addition, Middleby and TurboChef incorporate by reference additional documents that either company may file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act between the date of this proxy statement/prospectus and the date of the TurboChef special meeting (other than information furnished under Item 2.02 or Item 7.01 of any Form 8-K which information is not deemed filed under the Exchange Act).

Middleby and TurboChef also incorporate by reference the merger agreement attached as Annex A to this proxy statement/prospectus and the voting and support agreement attached as Annex B to this proxy statement/prospectus.

Middleby has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Middleby, and TurboChef has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to TurboChef.

Any statement contained in this proxy statement/prospectus or in a document incorporated or deemed to be incorporated by reference into this proxy statement/prospectus will be deemed to be modified or superseded for purposes of this proxy statement/prospectus to the extent that a statement contained in this proxy statement/prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this proxy statement/prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this proxy statement/prospectus.

You can also obtain any of the documents incorporated by reference into this proxy statement/prospectus through Middleby or TurboChef, as the case may be. Documents incorporated by reference are available from Middleby and TurboChef without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this proxy statement/prospectus. Middleby stockholders and TurboChef stockholders may request a copy of such documents by contacting the applicable department at:

The Middleby Corporation

1400 Toastmaster Drive

Elgin, Illinois 60120

(847) 741-3300

Attn: Investor Relations

TurboChef Technologies, Inc.

Six Concourse Parkway

Suite 1900

Atlanta, Georgia 30328

(678) 987-1700

Attn: James A. Cochran

You can also find information about Middleby and TurboChef at their respective Internet Websites at www.middleby.com and www.turbochef.com, respectively. Information contained on these Websites does not constitute part of this proxy statement/prospectus.

IN ORDER FOR YOU TO RECEIVE TIMELY DELIVERY OF THE DOCUMENTS IN ADVANCE OF THE TURBOCHEF SPECIAL MEETING, MIDDLEBY OR TURBOCHEF, AS APPLICABLE, SHOULD RECEIVE YOUR REQUEST NO LATER THAN , 2008.

Neither Middleby nor TurboChef has authorized anyone to give any information or make any representation about the merger, Middleby or TurboChef that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that Middleby or TurboChef has incorporated by reference into this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus is accurate only as of the date of this document unless the information specifically indicates that another date applies, and neither the mailing of this proxy statement/prospectus to stockholders nor the issuance of Middleby common stock in the merger should create any implication to the contrary. This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation.

	Six Months Ended June 28, 2008			Year Ended December 29, 2007
Middleby historical data:
Basic net earnings per share	$	1.89		$	3.35
Diluted net earnings per share	$	1.76		$	3.11
Cash dividends per share		-			-
Net book value per share(1)	$	11.71

TurboChef historical data(2)(3):
Basic net earnings (loss) per share	$	(0.37	)	$	(0.59	)
Diluted net earnings (loss) per share	$	(0.37	)	$	(0.59	)
Cash dividends per share		-			-
Net book value per share(1)	$	0.98

Pro forma combined data(4):
Basic net earnings per share(5)	$	1.13		$	1.95
Diluted net earnings per share(5)	$	1.06		$	1.82
Cash dividends per share		-			-
Net book value per share(1)	$	15.26

Pro forma combined equivalent data(6):
Basic net earnings per share	$	0.06		$	0.09
Diluted net earnings per share	$	0.05		$	0.09
Cash dividends per share		-			-
Net book value per share(1)	$	0.74

_____________________

Period	Middleby Common Stock				TurboChef Common Stock				Middleby Common Stock				TurboChef Common Stock
	High		Low		High		Low		High		Low		High		Low
2006
First Quarter	$	48.90	$	40.50	$	15.37	$	10.24	$	48.90	$	40.50	$	15.37	$	10.24
Second Quarter		47.13		39.92		13.35		10.50		47.13		39.92		13.35		10.50
Third Quarter		44.15		36.80		13.90		7.84		44.15		36.80		13.90		7.84
Fourth Quarter		52.70		37.58		17.10		12.33		52.70		37.58		17.10		12.33

2007
First Quarter	$	66.58	$	50.95	$	16.36	$	13.96	$	66.58	$	50.95	$	16.36	$	13.96
Second Quarter		71.37		57.40		15.50		11.69		71.37		57.40		15.50		11.69
Third Quarter		74.99		58.69		15.28		11.96		74.99		58.69		15.28		11.96
Fourth Quarter		77.20		59.41		17.00		13.61		77.20		59.41		17.00		13.61

2008
First Quarter	$	78.94	$	52.00	$	16.64	$	5.85	$	78.94	$	52.00	$	16.64	$	5.85
Second Quarter		68.40		44.50		9.85		4.72		68.40		44.50		9.85		4.72
Third Quarter (through )
Third Quarter										65.99		38.93		6.45		3.80
Fourth Quarter (through )

	Middleby Common Stock		TurboChef Common Stock		Equivalent Value of TurboChef Common Stock
August 11, 2008	$	57.60	$	5.60	$	6.47
, 2008	$		$		$

	·	retaining and attracting key employees;

	·	successfully implementing cross-promotional and other future marketing initiatives, products and services directed at Middleby's customer base; and

	·	improving the overall performance of the TurboChef business.

	·	difficulties in the assimilation of acquired businesses or technologies;

	·	diversion of management's attention from other business concerns;

	·	potential assumption of unknown material liabilities;

	·	failure to achieve financial or operating objectives; and

	·	loss of customers or key employees.

	·	if Middleby fails to meet payment obligations or otherwise defaults under the agreements governing its indebtedness, the lenders under those agreements will have the right to accelerate the indebtedness and exercise other rights and remedies against the combined company;

	·	Middleby will be required to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby reducing funds available for working capital, capital expenditures, dividends, acquisitions and other purposes;

	·	Middleby’s ability to obtain additional financing to fund future working capital, capital expenditures, additional acquisitions and other general corporate requirements could be limited;

	·	Middleby will experience increased vulnerability to, and limited flexibility in planning for, changes to its business and adverse economic and industry conditions;

	·	Middleby’s credit rating could be adversely affected;

	·	Middleby could be placed at a competitive disadvantage relative to other companies with less indebtedness; and

	·	Middleby’s ability to apply excess cash flows of Middleby or proceeds from certain types of securities offerings, asset sales and other transactions to purposes other than the repayment of debt could be limited.

	·	the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement and the fact that a termination under some circumstances could require TurboChef to pay a termination fee of $7.0 million;

	·	the outcome of any litigation or judicial actions that have been or may be instituted against TurboChef, Middleby or others relating to the merger agreement;

	·	the ability to obtain the approval of TurboChef's stockholders, to obtain or meet the closing conditions in the merger agreement and to otherwise complete the merger in a timely manner;

	·	the ability to cost-effectively manage the operations of the combined company and integrate financial, accounting administrative functions in a timely manner;

	·	the ability of Middleby to service its substantial debt obligations following the closing of the merger;

	·	the ability of Middleby to access capital;

	·	the ability of Middleby to develop successful marketing initiatives, products and services, improve the overall performance of the TurboChef business and apply Middleby's experience to maintain and build upon the TurboChef brand name;

	·	the ability of Middleby to compete successfully in the markets for its products and services;

	·	the ability to realize the expected benefits resulting from the merger;

	·	the ability to retain key personnel both before and after the merger;

	·	the ability of each company to maintain or increase the demand for its products and services;

	·	the effects of vigorous competition in the markets in which TurboChef and Middleby operate;

	·	the failure of the transaction to be accretive to earnings per share on a GAAP basis when anticipated, if ever;

	·	the amount of costs, fees, expenses and charges related to the merger;

	·	TurboChef's or Middleby's ability to enforce or defend their respective ownership and use of intellectual property;

	·	changes in general economic and market conditions; and

	·	changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies.

	·	consider and vote upon the adoption of the merger agreement, dated as of August 12, 2008, among TurboChef, Middleby and Chef Acquisition Corp., a wholly-owned subsidiary of Middleby, and the approval of the merger reflected therein (the "merger proposal" which is shown as Item 1 on the proxy card); and

	·	to consider and vote upon any motion to adjourn or postpone the TurboChef special meeting to a later date or dates, if necessary, to solicit additional proxies if there are insufficient votes at the time of the TurboChef special meeting to approve the proposal to adopt the merger agreement (the "adjournment proposal" which is shown as Item 2 on the proxy card).

	·	deliver a written instrument revoking the proxy to our Secretary,

	·	deliver another proxy with a later date to our Secretary,

	·	submit a new proxy by telephone or through the Internet at a later time, but not later than 11:59 p.m. (Eastern Time) on , 2008, or the day before the meeting date if the special meeting is adjourned or postponed; or

	·	vote in person.

·	the business, competitive position, strategy and prospects of TurboChef, the risk that it will not successfully implement its strategy and achieve its prospects, the competitive position of current and likely competitors in the industry in which TurboChef competes, and current industry, economic, and market conditions;

·	the fact that the $3.67 per share in cash and 0.0486 share of Middleby stock to be paid as merger consideration for each share of TurboChef common stock represents approximately a 16% premium to the closing price of TurboChef common stock on August 11, 2008 ($5.60 per share) and approximately a 30% premium to TurboChef's 20-day trading average price;

·	the financial analyses reviewed with the TurboChef board of directors by representatives of Goldman Sachs, and its oral and written opinion that, as of August 12, 2008 and based upon and subject to the considerations described in its opinion, the merger consideration to be received by the holders of the TurboChef common stock in the merger was fair, from a financial point of view, to such stockholders;

·	the strategic fit and complementary nature of Middleby’s and TurboChef’s respective businesses and the potential presented by the merger with Middleby for significant cost and revenue synergies that will benefit the combined company and position the combined company to be able to compete more effectively than TurboChef would be able to on a stand-alone basis;

·	the fact that a large portion of the merger consideration will be paid in cash, giving TurboChef stockholders an opportunity to immediately realize value for a significant portion of their investment and providing certainty of value;

·	the likelihood, determined after consultation with legal counsel, that the regulatory approvals and clearances necessary to complete the merger would be obtained;

·	the terms and conditions of the merger agreement, including:

	·	The limited closing conditions to Middleby’s obligations under the merger agreement. In particular, the merger agreement is not subject to approval by Middleby stockholders; and

	·	The provisions of the merger agreement that allow TurboChef to engage in negotiations with, and provide information to, third parties, under certain circumstances in response to an unsolicited takeover proposal that TurboChef’s board of directors determines in good faith, after consultation with its outside legal advisors and its financial advisors, is or would reasonably be likely to be, more favorable to the holders of TurboChef common stock from a financial point of view than the merger with Middleby;

·	the value of the consideration to be received by the TurboChef stockholders, the fact that the cash portion of the consideration was not subject to any financing contingency and Middleby had shown adequate resources from which to fund such cash payment, which provides certainty and immediate value to these stockholders;

·	the business, competitive position, strategy and prospects of Middleby, its success to date in integrating other acquired businesses and the perceived value of Middleby and TurboChef as a combined business;

·	TurboChef’s board of directors’ analysis and understanding of the business, operations, financial performance, financial condition, earnings and future prospects of TurboChef, and TurboChef’s board of directors’ consideration based on such analysis and understanding, of the possible alternatives to the merger (including the possibility of continuing to operate TurboChef as an independent entity and the perceived risks of that alternative), the range of potential benefits to its stockholders of the possible alternatives and the timing and the likelihood of accomplishing the goals of such alternatives, and the board's assessment that none of these alternatives were reasonably likely to present superior opportunities for TurboChef or to create greater value for its stockholders than the merger, taking into account risks of execution as well as business, competitive, industry and market risks;

·	the likelihood that the proposed acquisition would be completed, in light of the financial capabilities of Middleby as well as its reputation; and

·	the trends in TurboChef's speedcook oven industry, including industry consolidation and competition.

	·	the fact that TurboChef will no longer exist as an independent public company and its stockholders will forgo any future increase in value that might result from possible growth as a standalone company;

	·	the risks and contingencies related to the announcement and pendency of the merger, including the impact of the merger on customers, employees, suppliers, and relationships with other third parties, including the potential negative reaction of these parties to the fact that TurboChef would be merging with another party or acquired by Middleby;

	·	the conditions to Middleby's obligation to complete the merger and the right of Middleby to terminate the merger agreement in certain circumstances, including for breaches by TurboChef of its representations, warranties, covenants and agreements in the merger agreement;

	·	the risk that the merger might not receive necessary regulatory approvals and clearances to complete the merger or that governmental authorities could attempt to condition the merger on one or more of the parties' compliance with certain burdensome terms or conditions;

	·	the fact that under the terms of the merger agreement, TurboChef cannot solicit other acquisition proposals and must pay to Middleby a termination fee of $7.0 million if the merger agreement is terminated under certain circumstances, which, in addition to being costly, might have the effect of discouraging other parties from proposing an alternative transaction that might be more advantageous to stockholders than the merger;

	·	the interests that certain directors and executive officers of TurboChef may have with respect to the merger, in addition to their interests as stockholders generally;

	·	the fact that, pursuant to the merger agreement, TurboChef must generally conduct its business in the ordinary course and is subject to a variety of other restrictions on the conduct of its business prior to closing of the merger or termination of the merger agreement, which may delay or prevent it from pursuing business opportunities that may arise or preclude actions that would be advisable if TurboChef were to remain an independent company;

	·	the fact that because the stock portion of the merger consideration is a fixed exchange ratio of Middleby common stock to TurboChef common stock, TurboChef stockholders could be adversely affected by a decrease in the trading price of Middleby’s common stock during the pendency of the merger, and the fact that the merger agreement does not provide TurboChef with a price-based termination right or other similar protection.

	·	the risk that the potential benefits and synergies sought in the merger will not be fully realized and the risks associated with the integration by Middleby and TurboChef;

	·	the fact that Middleby would be more highly leveraged after giving effect to the financing necessary to complete the merger, which may cause the combined company to have reduced financial flexibility for a period of time following the closing; and

	·	the possibility that, notwithstanding the likelihood of the merger being completed, the merger might not be completed and the effect the resulting public announcement of termination of the merger agreement may have on the trading price of TurboChef’s common stock; and TurboChef’s operating results, particularly in light of the costs incurred in connection with the transaction.

TABLE OF CONTENTS
		Page

Index of Defined Terms		Index - iv

	ARTICLE I

	THE MERGER

Section 1.1	The Merger	1
Section 1.2	Effective Time	2
Section 1.3	Closing	2
Section 1.4	Directors and Officers of the Surviving Corporation	2
Section 1.5	Subsequent Actions	2

	ARTICLE II

	CONVERSION OF SECURITIES

Section 2.1	Conversion of Capital Stock	3
Section 2.2	Exchange of Certificates	4
Section 2.3	Company Equity Plans; Exchange Rights	7

	ARTICLE III

	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 3.1	Organization	9
Section 3.2	Subsidiaries and Affiliates	10
Section 3.3	Capitalization	10
Section 3.4	Authorization; Validity of Agreement; Company Action	12
Section 3.5	Board Approvals	12
Section 3.6	Required Vote	13
Section 3.7	Consents and Approvals; No Violations	13
Section 3.8	Company SEC Documents and Financial Statements	13
Section 3.9	Absence of Certain Changes	16
Section 3.10	No Undisclosed Liabilities	16
Section 3.11	Litigation; Orders	16
Section 3.12	Employee Benefit Plans; ERISA	16
Section 3.13	Taxes	18
Section 3.14	Material Contracts	20
Section 3.15	Real and Personal Property	22
Section 3.16	Intellectual Property	23
Section 3.17	Labor Matters	25
Section 3.18	Compliance with Laws	26
Section 3.19	Condition of Assets	26

		Page

Section 3.20	Customers and Suppliers	26
Section 3.21	Environmental Matters	26
Section 3.22	Insurance	29
Section 3.23	Certain Business Practices	29
Section 3.24	Information Supplied	30
Section 3.25	Opinion of Financial Advisor	30
Section 3.26	Brokers	30
Section 3.27	State Takeover Statutes	30

	ARTICLE IV

	REPRESENTATIONS AND WARRANTIES
	OF PARENT AND MERGER SUB

Section 4.1	Organization	31
Section 4.2	Authorization; Validity of Agreement; Necessary Action	31
Section 4.3	Consents and Approvals; No Violations	31
Section 4.4	Capitalization	32
Section 4.5	Parent SEC Documents and Financial Statements	33
Section 4.6	Information Supplied	35
Section 4.7	Brokers	35
Section 4.8	Interim Operations of Merger Sub	36
Section 4.9	Parent-Owned Shares of Company Common Stock	36
Section 4.10	Adequate Funds and Stock	36

	ARTICLE V

	CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1	Interim Operations of the Company	36
Section 5.2	No Solicitation	39
Section 5.3	Right to Make Adverse Recommendation Change Due to Intervening
	Event.	42

	ARTICLE VI

	ADDITIONAL AGREEMENTS

Section 6.1	Company Stockholder Meeting; Form S-4 and Proxy Statement	43
Section 6.2	Notification of Certain Matters	44
Section 6.3	Access; Confidentiality	45
Section 6.4	Publicity	45
Section 6.5	Insurance and Indemnification	45
Section 6.6	Further Action; Reasonable Best Efforts	46
Section 6.7	State Takeover Laws	47
Section 6.8	Stockholder Litigation	47
Section 6.9	Financial Information and Cooperation	47

		Page

Section 6.10	SEC Reports	48
Section 6.11	Tax-Free Reorganization Treatment	48
Section 6.12	NASDAQ Listing	48
Section 6.13	Employee Benefits	48
Section 6.14	Section 16 Matters	50
Section 6.15	Pay-Off Letter	50

	ARTICLE VII

	CONDITIONS

Section 7.1	Conditions to Each Party's Obligations to Effect the Merger	50
Section 7.2	Additional Conditions to Obligation of Parent and Merger Sub to Effect
	the Merger	51
Section 7.3	Additional Conditions to Obligation of the Company to Effect the Merger	53

	ARTICLE VIII

	TERMINATION

Section 8.1	Termination	53
Section 8.2	Notice of Termination; Effect of Termination	55

	ARTICLE IX

	MISCELLANEOUS

Section 9.1	Amendment and Modification	55
Section 9.2	Non-Survival of Representations and Warranties	56
Section 9.3	Expenses	56
Section 9.4	Certain Definitions	56
Section 9.5	Notices	59
Section 9.6	Interpretation	60
Section 9.7	Jurisdiction	60
Section 9.8	Service of Process	60
Section 9.9	Specific Performance	61
Section 9.10	Counterparts	61
Section 9.11	Entire Agreement; No Third-Party Beneficiaries	61
Section 9.12	Severability	61
Section 9.13	Governing Law	62
Section 9.14	Assignment	62
Section 9.15	Obligation of Parent	62

Schedules
Schedule 1	Persons Executing Voting and Support Agreements
Schedule 2	Treatment of Outstanding 1994 Plan Options
Schedule 3	MSLO Warrant Waiver, Amendment and Assumption



Index of Defined Terms
Defined Term		Page
401(k) Plan		50
Acquisition Agreement		41
Acquisition Proposal		56
Adverse Recommendation Change		40
Agreement		1
Benefit Plans		17
Business Day		57
Cash Consideration		3
CERCLIS		28
Certificate		3
Closing		2
Closing Date		2
COBRA		18
Code		57
Company		1
Company Board of Directors		1
Company Board Recommendation		13
Company Disclosure Schedule		9
Company Employees		49
Company Financial Advisor		30
Company Material Adverse Effect		9
Company SEC Documents		14
Company Stockholder Approval		13
Company Stockholder Meeting		43
Company Subsidiary		10
Confidentiality Agreement		40
Contract		13
Credit Agreement		50
D&O Insurance		46
Delaware Courts		61
DGCL		57
Dissenters' Excess Cash		4
Dissenting Shares		4
Effective Time		2
Encumbrances		10
End Date		54
Environmental Claim		29
Environmental Laws		29
ERISA		17
ERISA Affiliate		18
Exchange Act		57

Exchange Agent	4
Exchange Fund	5
Exchange Ratio	3
Exchange Right	8
Financial Statements	14
Financing	47
Form S-4	43
GAAP	14
Global Asset Purchase Agreement	37
Governmental Entity	13
Hazardous Substances	29
HSR Act	13
Intellectual Property	57
knowledge	57
Law	57
Leased Real Property	23
Lender	50
Material Contracts	22
Material Licenses	22
Merger	1
Merger Consideration	3
Merger Sub	1
Merger Sub Common Stock	3
MSLO Warrant	57
Multiemployer Pension Plans	17
NPL	28
Option	7
Option Plans	7
Order	57
Outside Date	54
Outstanding 1994 Plan Options	7
Parent	1
Parent 401(k) Plan	50
Parent Common Stock	3
Parent Disclosure Schedule	31
Parent Financial Statements	34
Parent Plan	49
Parent Reference Price	57
Parent SEC Documents	33
Pension Plans	17
Permitted Encumbrances	58
Person	10
Proxy Statement	43
Real Property Lease	23
Reinstated Recommendation	43
Reportable Transaction	20

Representatives	39
Restricted Stock Unit	7
Sarbanes-Oxley Act	14
SEC	58
Securities Act	58
Shares	1
Stock Consideration	3
Subsidiary	10
Superior Proposal	41
Surviving Corporation	1
Tail Policy	46
Tax	58
Tax Return	59
Taxable	58
Taxes	58
Taxing Authority	59
Termination Fee	56
Voting and Support Agreement	59
Voting Debt	11
WARN Act	26

	THE MIDDLEBY CORPORATION

	By:	/s/ Timothy J. FitzGerald
		Name: Timothy J. FitzGerald
		Title: Vice President and Chief
		Financial Officer


	CHEF ACQUISITION CORP.

	By:	/s/ Timothy J. FitzGerald
		Name: Timothy J. FitzGerald
		Title: Vice President and Chief
		Financial Officer

	TURBOCHEF TECHNOLOGIES, INC.

	By:	/s/ Richard E. Perlman
		Name: Richard E. Perlman
		Title: Chairman

	THE MIDDLEBY CORPORATION


	By:	/s/ Timothy J. FitzGerald
	Name:	Timothy J. FitzGerald
	Title:	Vice President and Chief Financial Officer

	STOCKHOLDERS

		/s/ Richard E. Perlman
		Richard E. Perlman

	OvenWorks LLLP

	By:	/s/ Richard E. Perlman
		Richard E. Perlman, Manager

		/s/ James K. Price
		James K. Price

		/s/ J. Thomas Presby
		J. Thomas Presby

		/s/ William A. Shutzer
		William A. Shutzer

		/s/ Raymond H. Welsh
		Raymond H. Welsh

		/s/ Anthony Stuart Jolliffe
		Sir Anthony Stuart Jolliffe

		/s/ James W. DeYoung
		James W. DeYoung

		/s/ Paul P. Lehr
		Paul P. Lehr

		/s/ J. Miguel Fernandez De Castro
		J. Miguel Fernandez De Castro

		/s/ Stephen J. Beshara
		Stephen J. Beshara

		/s/ Dennis J. Stockwell
		Dennis J. Stockwell

Stockholder	Shares Directly Owned*	Shares Not Directly Owned but for which Stockholder has sole voting power	Voting Percentage **
Richard E. Perlman	1,688,187	432,185 (through OvenWorks LLLP); 32,693 (through Oven Management, Inc.)	7.08%
James K. Price	1,720,879		5.66%
J. Thomas Presby	118,928		.39%
William A. Shutzer	1,748,484		5.75%
Raymond H. Welsh	40,431		.13%
Sir Anthony Jolliffe	17,630		.06%
James W. DeYoung	2,500	291,840 (through a family limited partnership	.98%
Paul P. Lehr	0		0%
J. Miguel Fernandez de Castro	31,583		.10%
Stephen J. Beshara	32,984		.11%
Dennis J. Stockwell	17,435		.06%
			0
Total	5,419,041	756,718	20.32%

Signature		Title

* ~~/s/ Selim A. Bassoul~~		Chairman of the Board of Directors, President and Chief
Selim A. Bassoul		Executive Officer (Principal Executive Officer)

/s/ Timothy J. FitzGerald		Vice President and Chief Financial Officer (Principal
Timothy J. FitzGerald		Financial and Accounting Officer)

~~/s/ Robert B. Lamb~~*		Director
Robert B. Lamb

~~/s/ Ryan Levenson~~*		Director
Ryan Levenson

~~/s/ John R. Miller III~~*		Director
John R. Miller III

~~/s/ Gordon O'Brien~~*		Director
Gordon O'Brien

~~/s/ Philip G. Putnam~~*		Director
Philip G. Putnam

~~/s/ Sabin C. Streeter~~*		Director
Sabin C. Streeter

~~/s/ Robert L. Yohe~~*		Director
Robert L. Yohe

*By:	/s/ Timothy J. FitzGerald
	Timothy J. FitzGerald
	Attorney-in-Fact

Exhibit Number		Description

2.1		Agreement and Plan of Merger, dated as of August 12, 2008, by and among The Middleby Corporation, Chef Acquisition Corp. and TurboChef Technologies, Inc. (attached as Annex A to the proxy statement/prospectus which is part of this Registration Statement).

3.1		Restated Certificate of Incorporation of The Middleby Corporation (effective as of May 13, 2005), incorporated by reference to Middleby's Form 8-K, Exhibit 3.1, dated April 29, 2005, filed with the SEC on May 17, 2005.

3.2		Second Amended and Restated Bylaws of The Middleby Corporation (effective as of December 31, 2007), incorporated by reference to Middleby's Form 8-K, Exhibit 3.1, dated December 31, 2007, filed with the SEC on January 4, 2008).

3.3		Certificate of Amendment to the Restated Certificate of Incorporation of The Middleby Corporation (effective as of May 3, 2007), incorporated by reference to Middleby's Form 8-K, Exhibit 3.1, dated May 3, 2007, filed with the SEC on May 3, 2007.

4.4		The Middleby Corporation Specimen Common Stock certificate (incorporated by reference to Exhibit 7 to the Middleby's Registration Statement on Form 8-A filed with the SEC on July 1, 1998).

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the legality of the shares being registered.

8.1		Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to tax matters.*

8.2		Form of Opinion of Paul, Hastings, Janofsky & Walker LLP relating to tax matters. *

10.1		Voting and Support Agreement, dated as of August 12, 2008, between The Middleby Corporation and the stockholders of TurboChef Technologies, Inc. set forth on the signature pages thereto (attached as Annex B to the proxy statement/prospectus which is part of this Registration Statement).

21.1		Subsidiaries of The Middleby Corporation. *

23.1		Consent of Deloitte & Touche LLP, independent registered public accountants for Middleby.

23.2		Consent of Ernst & Young LLP, independent registered public accountants for TurboChef.

23.3		Consent of Skadden, Arps, Slate, Meagher & Flom LLP, included in Exhibit 5.1.

24.1		Powers of attorney (included on the signature pages to this registration statement).

99.1		Opinion of Goldman, Sachs & Co., dated as of August 12, 2008 (attached as Annex C to the proxy statement/prospectus which is part of this Registration Statement).

99.2		Consent of Goldman, Sachs & Co.

99.3		Form of Proxy Card* Card