SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission
Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
MAYTAG CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Q & A FOR MAYTAG EMPLOYEES
June 30, 2005
INTRODUCTION
Today Maytag Corporation filed a preliminary proxy statement with the Securities
and Exchange Commission. The information listed below is offered as a resource
to address some of the questions and concerns raised by employees.
PROCESS QUESTIONS
Q: WHAT WAS FILED TODAY?
A: Today, Maytag filed a preliminary proxy statement with the SEC. The
preliminary proxy statement contains detailed information about the proposed
transaction with an investor group led by Ripplewood Holdings L.L.C., a private
equity firm. Like all other publicly-held companies, Maytag must comply with the
SEC's proxy statement rules whenever it seeks a shareholder vote on corporate
matters.
Q: WHY DOES MAYTAG HAVE TO FILE A PRELIMINARY PROXY STATEMENT?
A: Maytag must file a preliminary proxy statement as part of the regulatory
requirements made by the SEC. The SEC may elect to review the document to
determine if it meets their requirements for the acquisition/sale process to
proceed.
Q: WHAT'S NEXT IN THE ACQUISITION/SALE PROCESS?
A: Following the filing of the preliminary proxy statement with the SEC, we will
wait for the regulatory body's comments, if any. Once any SEC review is
completed a "definitive proxy statement" will be filed with the SEC and mailed
to stockholders. Approximately one month following the mailing of the definitive
proxy statement, a shareholder meeting will take place for shareholders to vote
on the transaction. If the merger is approved, and all closing conditions are
met, the transaction can be closed.
Q: WHY IS MAYTAG CONTINUING TO PURSUE ITS NEW CREDIT AGREEMENT AND FINANCING
PLANS IF THE MAYTAG BOARD OF DIRECTORS HAS ALREADY APPROVED THE MERGER AGREEMENT
WITH RIPPLEWOOD?
A: Regardless of the outcome, Maytag must be prepared to continue with its
previously stated business initiatives.
Q: WHY ISN'T MAYTAG COMMUNICATING MORE FREQUENTLY TO ME ABOUT THE POTENTIAL
TRANSACTION?
A: While on-going communication regarding the transaction might be expected, SEC
rules regarding acquisitions prohibit Maytag from providing information to
employees that is not also provided to Maytag shareholders. The result is that
any documents we distribute to employees
regarding the acquisition must be filed with the SEC and become part of what is
called "Proxy Solicitation Material" or public documents accessible by
shareholders.
PROXY-SPECIFIC QUESTIONS
Q: THE PROXY LISTS "TRITON ACQUISITION HOLDING" AS THE PURCHASER--WHAT IS
TRITON?
A: Triton Acquistion Holding is a Delaware corporation whose owners, at the
closing of the merger, will consist of entities affiliated with private equity
funds sponsored by Ripplewood Holdings L.L.C., private equity funds sponsored by
Goldman, Sachs & Co., one or more affiliates of J. Rothschild Group Ltd and RHJ
International. Triton was created for the purpose of entering into the merger
agreement and conducting such other activities as are required to consummate the
transactions contemplated by the merger agreement, including the merger and the
financing required for the completion of the merger.
Q: WHAT IS THE VOTING REQUIREMENT BY SHAREHOLDERS TO APPROVE THE MERGER?
A: A majority of the shares outstanding must vote to adopt the merger
agreement.
Q: WHY DOESN'T THE PRELIMINARY PROXY STATEMENT CONTAIN A DATE FOR THE
SHAREHOLDER MEETING?
A: A date for the Shareholder meeting will be included in the definitive proxy
statement that will be mailed to Shareholders following SEC review, if any, of
the preliminary proxy statement.
Q: HAVE ANY DECISIONS BEEN MADE REGARDING THE FUTURE OF MAYTAG'S MANUFACTURING
FACILITIES IN NEWTON, NORTH CANTON AND FLORENCE?
A: As stated during its first-quarter earnings announcement in April, Maytag
must take more aggressive steps to improve its cost position by reducing its
manufacturing footprint. This will require a manufacturing restructuring that
addresses noncompetitive supply chain costs and burden absorption issues. Maytag
continues to study and review its manufacturing footprint strategy, and at this
time has made no final decisions on the future of these specific production
facilities.
HUMAN RESOURCES-RELATED QUESTIONS
Q: WILL THERE BE A SALARY INCREASE?
A: Our merger agreement with Triton Acquisition Holding has not changed the
answer to this question. Company performance will be assessed after
second-quarter results are known, and a decision on salary adjustments will be
made in response to that review.
Q: WHAT HAPPENS TO MY STOCK IF THE DEAL IS COMPLETED?
A: The answer depends upon how you own the stock. All of the following
assume that the purchase is completed under the existing terms and the
answers may change if those terms change.
IF YOU PERSONALLY OWN STOCK, you will receive $14.00 in cash for each share you
own.
IF YOUR STOCK IS IN YOUR 401(K) PLAN, through the Company match and/or your own
investment, you will be receiving $14.00 for each share of stock in your 401(k)
plan, and those funds will stay in your 401(k) plan.
IF YOUR STOCK IS IN THE EMPLOYEE DISCOUNT STOCK PURCHASE PLAN, you will receive
$14.00 in cash for each share of stock. As of 7/01/2005 the plan is suspended
and no new contributions will be deducted from employees' pay.
IF YOU HOLD STOCK OPTIONS, your options will vest and will be exercisable.
However, at $14.00 per share, all options are "underwater" -- meaning the option
price is above the proposed merger price per share.
IF YOU HOLD RESTRICTED STOCK UNITS, your units will vest and will be settled in
cash at $14.00 per unit.
Q: HOW DOES THE PROPOSED PURCHASE AFFECT THE PENSION PLAN?
A: The status of the pension plan has not changed. At the end of 2004, $1.2
billion dollars was invested in the fund and it is insured by the Pension
Benefit Guaranty Corporation (PBGC). While it is legally possible to change or
even terminate the pension plan in the future, any benefits which have been
accrued are protected by law. That is, even if the plan were terminated, the law
would not allow any reduction in the benefits you have earned up to that time.
The law also requires that the form of payment options for accrued benefits
remain in place. This means that the cash balance formula would continue to have
a lump sum payment option available on accrued benefits and the traditional plan
would continue to be paid as a monthly annuity. Form of payment options can
change only for future benefits earned under the plan.
Q: WHAT HAPPENS TO MY 401(K)? WILL THE COMPANY MATCH BE CONTINUED THROUGH
THE END OF THE YEAR?
A: Yes. If the acquisition takes place with Triton Acquisition Holding
before the end of the year, the match will continue at least through the end
of the year. After the sale closes, the match will be made in cash.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Maytag has filed a preliminary
proxy statement and will file a definitive proxy statement and other relevant
documents concerning the proposed merger with SEC. WE URGE INVESTORS TO READ THE
DEFINITIVE PROXY STATEMENT AND THE OTHER RELEVANT DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MAYTAG
AND THE PROPOSED TRANSACTION. Investors will be able to obtain
free copies of the definitive proxy statement (when available) as well as other
filed documents containing information about Maytag at HTTP://WWW.SEC.GOV, SEC's
Web site. Free copies of Maytag's SEC filings are also available on Maytag's Web
site at www.maytagcorp.com.
PARTICIPANTS IN THE SOLICITATION
Maytag and its executive officers and directors and Ripplewood Holdings L.L.C.,
Triton Acquisition Holding and Triton Acquisition and their respective
affiliates, executive officers and directors may be deemed, under SEC rules, to
be participants in the solicitation of proxies from Maytag's stockholders with
respect to the proposed transaction. Information regarding the officers and
directors of Maytag is included in its definitive proxy statement for its 2005
annual meeting filed with SEC on April 4, 2005. More detailed information
regarding the identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, will be set forth in the proxy
statement and other materials filed or to be filed with SEC in connection with
the proposed transaction.