SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 19, 2005
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MAYTAG CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 1-655 42-0401785
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(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION
NUMBER)
403 WEST FOURTH STREET NORTH, NEWTON IOWA 50208
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(641) 792-7000
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 19, 2005, Maytag Corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement"), among Triton
Acquisition Holding Co. ("Parent") and Triton Acquisition Co., a wholly owned
subsidiary of Triton Acquisition Holding Co. ("Merger Sub").
MERGER AGREEMENT
The Merger Agreement provides for a business combination
whereby Merger Sub will merge with and into the Company (the "Merger"). As a
result of the Merger, the separate corporate existence of Merger Sub will cease
and the Company will continue as the surviving corporation in the Merger. At the
effective time of the Merger, each share of common stock of the Company (other
than shares owned by the Company, Parent and Merger Sub) will be converted into
the right to receive $14 in cash, without interest. Each outstanding Company
stock option at the time of the closing will be cancelled in the Merger and the
holder thereof shall be entitled to an amount of cash, without interest, equal
to the difference between $14 and the exercise price of such stock option.
The Merger is subject to the approval of the Company's
stockholders. In addition, the Merger is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvements Act, as well as other customary closing
conditions.
The Merger Agreement contains certain termination rights for
both the Company and Parent and further provides that, upon termination of the
Merger Agreement under certain circumstances, the Company may be obligated to
pay Parent a termination fee of $40 million.
A copy of the Merger Agreement is attached hereto as Exhibit
10.01 and is incorporated herein by reference. The foregoing description of the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement.
RIGHTS AMENDMENT
Immediately prior to the execution of the Merger Agreement,
on May 19, 2005, the Company entered into an Amendment (the "Amendment") to its
Rights Agreement, dated as of February 12, 1998, between the Company and
Computershare Investor Services LLC (the "Rights Agreement") for the purpose of
amending the Rights Agreement to render it inapplicable to the Merger Agreement,
the Merger and the other transactions contemplated thereby.
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A copy of the Amendment is attached hereto as Exhibit 10.01
and is incorporated herein by reference. The foregoing description of the
Amendment is qualified in its entirety by reference to the full text of the
Amendment.
NONQUALIFIED PLAN AMENDMENTS
On May 19, 2005, prior to the approval by the Company's
Board of Directors (the "Board") of the Merger Agreement and the Merger, the
Board adopted amendments to each of the Maytag Corporation Supplemental
Retirement Plan I, the Maytag Corporation Supplemental Retirement Plan II, the
Maytag Corporation Deferred Compensation Plan I, and the Maytag Corporation
Deferred Compensation Plan II, providing that the Board could, prior to a
potential change of control or change of control event that would otherwise
trigger certain funding requirements under such plans, determine that such
funding requirements would not apply in connection with such event. The Board
resolved prior to taking action on the Merger Agreement and proposed Merger that
the funding requirements under such plans would not apply in connection with the
execution of the Merger Agreement or the consummation of the Merger.
In connection with the proposed Merger, the Company will
prepare a proxy statement for the shareholders of the Company to be filed with
the SEC. Before making any voting decision, the Company's shareholders are urged
to read the proxy statement regarding the Merger carefully in its entirety when
it becomes available because it will contain important information about the
proposed transaction. The Company's shareholders and other interested parties
will be able to obtain, without charge, a copy of the proxy statement (when
available) and other relevant documents filed with the SEC from the SEC's
website at http://www.sec.gov. The Company's shareholders and other interested
parties will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by directing a request
by mail or telephone to Maytag Corporation, 403 West Fourth Street North,
Newton, Iowa 50208, telephone: 641-792-7000, or from Maytag's website,
http://www.maytag.com.
Item 3.03 Material Modification to Rights of Security Holders.
Please see the disclosure set forth under "Item 1.01 Entry
into a Material Definitive Agreement" which is incorporated by reference into
this Item 3.03.
Item 8.01 Other Events.
On May 19, 2005, the Company issued a press release
announcing the signing of the Merger Agreement, a copy of which is filed as
Exhibit 99.1 hereto.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
4.01 Amendment to Rights Agreement, dated as of May 19, 2005,
between the Company and the Rights Agent.
10.01 Agreement and Plan of Merger, dated as of May 19, 2005,
among Triton Acquisition Holding Co., Triton Acquisition
Co. and Maytag Corporation.
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 23, 2005
MAYTAG CORPORATION
By: /s/ George C. Moore
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Name: George C. Moore
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.01 Amendment to Rights Agreement, dated as of May 19, 2005,
between the Company and the Rights Agent.
10.01 Agreement and Plan of Merger, dated as of May 19, 2005,
among Triton Acquisition Holding Co., Triton Acquisition
Co. and Maytag Corporation.
99.1 Press Release