FOR IMMEDIATE RELEASE
Media Contact: John Daggett
Maytag Corporate Communications
(641) 787-7711
jdagge@maytag.com
MAYTAG ANNOUNCES BOARD RESIGNATION
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NEWTON, Iowa -- (Aug. 31, 2005) - Maytag Corporation (NYSE:MYG) today announced
that Lester Crown, 80, Maytag Board Member since 1989, has resigned from the
company's Board of Directors, effective Aug. 30, 2005. Mr. Crown resigned to
fulfill other professional and personal obligations.
"I would like to thank Lester Crown for his many contributions to Maytag's
Board of Directors and to the company's shareholders during the last 16 years,"
said Ralph Hake, Maytag's Chairman and CEO. "We appreciate his support and
commitment to the company throughout his tenure."
Lester Crown, who currently serves as Chairman of Material Service
Corporation, said, "I have enjoyed the opportunity to be part of Maytag's board
and to work with its directors and management in service to shareholders.
However, now that we have reached a merger agreement, I have fulfilled my
obligation to the shareholders and believe it is time for me to concentrate on
other commitments."
Mr. Crown's current term would have expired in 2006. The Maytag Board now
has 10 members, all of whom are independent, except for Mr. Hake who also serves
as its chief executive officer.
ABOUT MAYTAG CORPORATION
Maytag Corporation is a leading producer of home and commercial appliances.
Its products are sold to customers throughout North America and in international
markets. The corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).
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WHIRLPOOL ADDITIONAL INFORMATION:
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This news release contains forward-looking statements that speak only as of this
date. Whirlpool disclaims any obligation to update such information.
Forward-looking statements include, but are not limited to, statements regarding
expected earnings per share, cash flow, and material costs for the full year
2005, as well as the expected consequences of enacted price increases. Although
Whirlpool believes that the expectations reflected in the forward-looking
statements are reasonable, it can give no assurance that those expectations will
prove to have been correct. Many factors could cause actual results to differ
materially from Whirlpool's forward-looking statements. Among these factors are:
(1) the cost of raw materials and components, especially steel and the impact of
rising oil prices; (2) the financial impact of Whirlpool's announced price
changes will be dependent upon such factors as market conditions, the strength
of consumer demand for Whirlpool's products, and other factors outside of
Whirlpool's control such as the general economic conditions prevailing at the
time the new pricing goes into effect; (3) rising worldwide transportation costs
due to historically high and volatile oil prices, capacity constraints, and
other factors; (4) the ability to gain or maintain market share in an intensely
competitive global market; (5) the strength of new and established Asian
competitors in the United States and abroad; (6) the success of Whirlpool's
global business strategy; (7) Whirlpool's global operating platform initiatives;
(8) the success of the Latin American businesses operating in challenging and
volatile environments; (9) continuation of Whirlpool's strong relationship with
Sears Holdings Corporation in North America, which accounted for approximately
17% of consolidated net sales of $13 billion in 2004; (10) currency exchange
rate fluctuations; (11) social, economic and political volatility in developing
markets; (12) continuing uncertainty in the North American, Latin American,
Asian and European economies; (13) the effectiveness of the series of
restructuring actions Whirlpool has announced and/or completed through 2004;
(14) U.S. interest rates; (15) changes to the obligations as presented in the
contractual obligations table; (16) changes in the funded position of the U.S.
pension plans; (17) continued strength of the U.S. builder industry; (18) the
threat of terrorist activities or the impact of war; (19) Whirlpool's estimate
of its annual effective tax rate of approximately 31.7%; and (20) the ability of
Whirlpool and Maytag to satisfy the conditions to consummation of the merger
agreement between them, including Maytag shareholder approval and regulatory
clearances, the timing of such satisfaction and in the event the merger is
completed, Whirlpool's ability to realize expected benefits and the timing of
such realization.
MAYTAG ADDITIONAL INFORMATION:
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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 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 obtain the regulatory
approvals required to close 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; (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 RELATING TO THE MERGER AND WHERE TO FIND IT
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Whirlpool and Maytag will file a prospectus/proxy statement with the SEC in
connection with the proposed transaction. Investors are urged to read any such
prospectus/proxy statement, when available, which will contain important
information. The prospectus/proxy statement will be, and other documents filed
by Whirlpool and Maytag with the SEC are, available free of charge at the SEC's
website (www.sec.gov) or from Whirlpool by directing a request to Whirlpool
Corporation, 2000 North M-63, Mail Drop 2800, Benton Harbor, MI 49022-2692,
Attention: Larry Venturelli, Vice President, Investor Relations, or from Maytag
Corporation's Web site at www.maytagcorp.com. Neither this communication nor the
prospectus/proxy statement, when available, will constitute an offer to issue
Whirlpool common stock in any jurisdiction outside the United States where such
offer or issuance would be prohibited -- such an offer or issuance will only be
made in accordance with the applicable laws of such jurisdiction.
Whirlpool, Maytag and their respective directors, executive officers, and other
employees may be deemed to be participating in the solicitation of proxies from
Maytag stockholders in connection with the approval of the proposed transaction.
Information about Whirlpool's directors and executive officers is available in
Whirlpool's proxy statement, dated March 18, 2005, for its 2005 annual meeting
of stockholders. Information about Maytag's directors and executive officers is
available in Maytag's proxy statement, dated April 4, 2005, for its 2005 annual
meeting of stockholders. Additional information about the interests of potential
participants will be included in the prospectus/proxy statement Whirlpool and
Maytag will file with the SEC.
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