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): AUGUST 22, 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
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(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)
|X| 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))
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 22, 2005, Maytag Corporation (the "Company") entered
into an Agreement and Plan of Merger (the "Merger Agreement"), among Whirlpool
Corporation ("Parent" or "Whirlpool") and Whirlpool Acquisition Co., a wholly
owned subsidiary of Whirlpool Corporation ("Merger Sub").
WHIRLPOOL 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 in a
taxable transaction into the right to receive $10.50 in cash and between 0.1144
and 0.1398 of a share of Whirlpool stock. The amount of Whirlpool stock to be
issued in exchange for each Company share will depend upon the volume weighted
average trading price of Whirlpool's stock during a 20 trading day period ending
shortly before the merger. Maytag shareholders will receive 0.1144 of a share of
Whirlpool stock if the average Whirlpool stock price is $91.79 or greater and
0.1398 if it is $75.10 or less; between the two prices, the exchange ratio will
vary proportionately. Each outstanding stock option will vest and convert into
stock options to purchase the equivalent value of Whirlpool common stock,
subject to adjustment (with the exercise price adjusted to equitably reflect the
merger) and will continue to be exercisable in accordance with the terms of the
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. In the Merger Agreement, Whirlpool has agreed to pay a "reverse
break up fee" of $120,000,000 if the transaction cannot be closed due to an
inability to obtain regulatory approval. Whirlpool has also agreed to provide
the Company with up to $15 million for retention of the Company's employees.
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 $60 million and to reimburse Whirlpool for the
$40 million paid to the Company to satisfy the Company's obligations under the
Triton Acquisition Holding merger agreement.
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
August 22, 2005, the Company entered into an Amendment (the "Amendment") to its
Rights Agreement, dated as
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of February 12, 1998, between the Company and Computershare Investor Services
LLC (as amended 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.
A copy of the Amendment is attached hereto as Exhibit 4.01 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 PLANS AMENDMENTS
On August 22, 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, Whirlpool and the
Company will prepare a joint proxy statement/prospectus 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/prospectus
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/prospectus (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 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On August 22, 2005, the Company terminated the Agreement and
Plan of Merger (the "Triton Merger Agreement"), dated as of May 19, 2005,
among Triton Acquisition Holding Co. ("Triton Acquisition Holding") and
Triton Acquisition Co., a wholly owned subsidiary of Triton Acquisition
Holding Co. ("Triton Acquisition"), in connection with the Company's entry
into the Merger Agreement with Whirlpool described in Item 1.01 above.
In connection with the termination of the Triton Merger
Agreement, the Company paid to Triton Acquisition Holding a termination fee of
$40,000,000. In accordance with Whirl-
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pool's August 10, 2005 offer, as modified on August 12, 2005, Whirlpool
reimbursed the Company for the $40,000,000.
For a description of the terms and conditions of the Triton
Merger Agreement that are material to the Company, please see the description
set forth in the Form 8-K of the Company filed on May 23, 2005, which is
incorporated herein by reference.
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 August 22, 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 August 22,
2005, between the Company and Computershare Investor
Services LLC.
10.01 Agreement and Plan of Merger, dated as of August 22, 2005,
among Whirlpool Corporation, Whirlpool 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: August 22, 2005
MAYTAG CORPORATION
By: /s/ Roger K. Scholten
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Name: Roger K. Scholten
Title: Sr. V.P. & General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
4.01 Amendment to Rights Agreement, dated as of August 22,
2005, between the Company and Computershare Investor
Services LLC.
10.01 Agreement and Plan of Merger, dated as of August 22,
2005, among Triton Acquisition Holding Co., Triton
Acquisition Co. and Maytag Corporation.
99.1 Press Release