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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|_| Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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July 13, 2005
FOR IMMEDIATE RELEASE
Media Contact: John Daggett
Maytag Corporate Communications
(641) 787-7711
JDAGGE@MAYTAG.COM
MAYTAG CORPORATION SETS AUGUST 19 FOR SPECIAL MEETING OF STOCKHOLDERS TO
VOTE ON MERGER AGREEMENT WITH TRITON ACQUISITION HOLDING CO.
NEWTON, Iowa (July 13, 2005) - Maytag Corporation (NYSE: MYG) announced today
that it has scheduled a special meeting of stockholders for August 19, 2005, to
consider and vote on the adoption of the merger agreement with Triton
Acquisition Holding Co. As previously announced on May 19, 2005, Maytag and
Triton Acquisition Holding Co., an entity organized by an investor group led by
Ripplewood Holdings L.L.C., have entered into a merger agreement pursuant to
which Maytag would become a subsidiary of Triton Acquisition Holding Co., and
Maytag stockholders would receive $14.00 in cash for each of their shares of
Maytag common stock. Stockholders of record of Maytag as of July 20, 2005, will
be entitled to vote on the transaction. Maytag plans to mail definitive proxy
material to its stockholders on or about July 20, 2005.
Maytag Corporation also announced that it has received notification from the
Federal Trade Commission (FTC) that the FTC has granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The transaction remains subject to the receipt of debt financing by Triton
Acquisition Holding Co., stockholder approval and other customary closing
conditions.
Maytag Corporation is a $4.7 billion home and commercial appliance company
focused in North America and in targeted international markets. The
corporation's primary brands are Maytag(R), Hoover(R), Jenn-Air(R), Amana(R),
Dixie-Narco(R) and Jade(R).
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FORWARD-LOOKING STATEMENTS
This document includes statements that do not directly or exclusively relate to
historical facts. Such statements are "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These forward-looking statements include
statements regarding benefits of the proposed transactions, expected cost
savings and anticipated future financial operating performance and results,
including estimates of growth. These statements are based on the current
expectations of management of Maytag. There are a number of risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements included in this document. For example, with respect
to the transaction with a group led by Ripplewood Holdings L.L.C. (1) Maytag may
be unable to obtain shareholder approval required for the transaction; (2)
Maytag may be unable to obtain regulatory approvals required for the
transaction, or required regulatory approvals may delay the transaction or
result in the imposition of conditions that could have a material adverse effect
on Maytag or cause the parties to abandon the transaction; (3) conditions to the
closing of the transaction may not be satisfied or the merger agreement may be
terminated prior to closing; (4) Maytag may be unable to achieve cost-cutting
goals or it may take longer than expected to achieve those goals; (5) the
transaction may involve unexpected costs or unexpected liabilities; (6) the
credit ratings of Maytag or its subsidiaries may be different from what the
parties expect; (7) the businesses of Maytag may suffer as a result of
uncertainty surrounding the transaction; (8) the industry may be subject to
future regulatory or legislative actions that could adversely affect Maytag; and
(9) Maytag may be adversely affected by other economic, business, and/or
competitive factors. Additional factors that may affect the future results of
Maytag are set forth in its filings with the Securities and Exchange Commission
("SEC"), which are available at www.maytagcorp.com. Maytag undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction with an investor group led by
private equity firm Ripplewood Holdings L.L.C., 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.