SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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MAYTAG CORPORATION
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Dear Maytag Employee:
Recently, THE DES MOINES REGISTER ran a series of editorials that examine some
of the current critical issues facing America, its citizens, its manufacturing
base and its future in the world economy. While these editorials focused on
several issues related to Maytag, including employment cutbacks at our Newton
Laundry Products facility, they also wrote in general about the decline in U.S.
manufacturing and some of the difficult decisions that American-based companies
are faced with to remain competitive.
Job security, shrinking U.S. manufacturing base, high corporate taxes,
astronomical health care insurance costs, job retraining benefits and the
"brain-drain" in research investments are some of the areas THE REGISTER
discussed.
We were asked by some of our employees to provide Maytag's view regarding this
series. Whether you, as an employee, have read these editorials and formed an
opinion or not, we want you to know and understand the facts as we see them.
MAYTAG'S VIEW
Generations of Maytag employees in the United States, Canada and around the
world have worked hard to create and protect the image that Maytag enjoys today
with consumers, dealers and the buying public. While THE REGISTER seems to be
focused on Maytag, and particularly on the Newton Laundry Products facility, we
must be attentive to our entire employee base. More than 90 percent of our
18,000 employees work at operations outside of Newton.
We do agree with the newspaper that today the competition is global and what is
happening to Maytag is a microcosm of what manufacturing companies are
experiencing all across America. American-based companies - large or small - are
faced with difficult decisions and must adapt in order to remain competitive.
For many years, the appliance industry and Maytag had held up reasonably well,
largely because the global competitors had not attacked our segment. That began
to change in recent years. As a company with high legacy costs based on
negotiated labor contracts completed in a different era, and wage and benefit
costs above competitive levels, Maytag has been more dramatically impacted as
the global competition began to unfold.
While some of the newspaper's editorial recommendations are worth consideration,
they are not really relevant to Maytag's current situation. Eliminating the
federal corporate profits tax and instituting national health insurance may be
on everyone's wish list, but there is no likelihood any of those ideas will be
enacted any time soon.
Increasing federal spending on research in the physical sciences and engineering
is to be applauded, but even if the United States remains a leader in
innovation, manufacturers will still produce them in low-cost countries, as even
Maytag has done, just to compete in various product categories.
Why? Because companies, like Maytag, must answer to two very discriminating
constituencies - shareholders and consumers. Shareholders demand a return on the
investments that they make when they buy our stock. Our profitability starts
with our top-line sales, which are governed chiefly by consumers.
Today's consumers demand value in the products that they choose - attractive
pricing along with appealing features. Through their purchasing habits they
dictate their demands loudly and clearly. Maytag, as a manufacturer and marketer
of consumer goods, must listen to, and accept, the prevailing realities of our
business - that based upon their shopping patterns, consumers generally are not
concerned where the products they buy are built, but rather where they can be
purchased for the best possible price and overall value.
Hopefully, this summary helps you to better understand Maytag's perspective on
this recent newspaper coverage. Thank you for your continued support of our
business.
/s/ Karen Lynn
Karen Lynn
VP Communication
MAYTAG ADDITIONAL INFORMATION:
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 speak only as
of this date and include statements regarding expectations as to the closing of
the transaction with Whirlpool. 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 http://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 PROPOSED MERGER AND WHERE TO FIND IT
Whirlpool and Maytag have filed a preliminary prospectus/proxy statement with
the SEC in connection with the proposed transaction. Investors are urged to read
the preliminary prospectus/proxy statement, which contains important
information. The preliminary prospectus/proxy statement is, and other documents
filed by Whirlpool and Maytag with the SEC are, available free of charge at the
SEC's website (http://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.
Neither this communication nor the preliminary prospectus/proxy statement
constitutes 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 is included in the preliminary prospectus/proxy statement Whirlpool
and Maytag filed with the SEC.
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