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
|X| Definitive Additional Materials
|_| 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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Maytag Corporation stated today that it is postponing the
special meeting of stockholders scheduled for Tuesday, August 30, 2005, to
September 9, 2005, in order to permit Maytag additional time to file and
distribute updated proxy materials and to allow time for adequate dissemination
and absorption of such materials. Maytag previously announced on Friday, August
12, 2005 that its Board of Directors has withdrawn its recommendation of the
pending $14 cash merger deal with Triton Acquisition Holding, the acquisition
vehicle formed by the Ripplewood Holdings led investor group. Later on August
12, 2005, Whirlpool Corporation extended the expiration date of its August 10,
2005 $21 cash and stock binding offer to 12 Noon, Eastern Standard Time, on
Tuesday, August 23, 2005 in light of the various actions and time requirements
Maytag must observe prior to terminating the existing Triton merger agreement.
On August 14, 2005, Maytag's Board of Directors reconfirmed its determinations
announced on August 12, 2005 required under the Triton merger agreement,
including its determination that the Whirlpool $21 binding offer, as extended
constitutes a "Superior Company Proposal," and gave Triton notice of such
determinations on August 15, 2005. Maytag will be entitled to terminate the
existing Triton merger agreement if the Maytag Board makes similar
determinations (taking into account any revised proposal Triton may make) on or
after Monday, August 22, 2005. As announced on August 12, 2005 because of the
Maytag Board's withdrawal of its recommendation, Triton has the right to
terminate the Triton merger agreement immediately. In the event of such a
termination by Maytag or Triton, Triton will be entitled to a $40 million fee
from Maytag, which Whirlpool has agreed to reimburse Maytag for paying in the
event Maytag enters into the Whirlpool merger agreement. If the merger agreement
between Maytag and Triton is terminated, the postponed special meeting will be
cancelled.
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 (a) the transaction with a group led by Ripplewood Holdings L.L.C. or
(b) the proposed transaction with Whirlpool (1) Maytag may be unable to obtain
shareholder approval required for the transaction; (2) conditions to the closing
of the transaction may not be satisfied or the merger agreement may be
terminated prior to closing; (3) Maytag may be unable to achieve cost-cutting
goals or it may take longer than expected to achieve those goals; (4) the
transaction may involve unexpected costs or unexpected liabilities; (5) the
credit ratings of Maytag or its subsidiaries may be different from what the
parties expect; (6) the businesses of Maytag may suffer as a result of
uncertainty surrounding the transaction; (7) the industry may be subject to
future regulatory or legislative actions that could adversely affect Maytag; (8)
Maytag may be adversely affected by other economic, business, and/or competitive
factors, and (9) Whirlpool and Maytag may be unable to obtain the regulatory
approvals required to close the proposed transaction with Whirlpool. 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 definitive
proxy statement and may file 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 can obtain free copies of the definitive proxy statement 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, is set forth in the proxy
statement and other materials filed or to be filed with SEC in connection with
the proposed transaction.