<PAGE>
As filed with the Securities and Exchange Commission on April 7, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MAYTAG CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 42-0401785
(State of incorporation) (I.R.S. Employer Identification No.)
403 West Fourth Street North
Newton, Iowa 50208
(515) 787-7000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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David D. Urbani, Vice President and Treasurer
Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
(515) 787-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy of communications to:
Dennis V. Osimitz
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of Securities to to be aggregate price offering price registration
be Registered registered (1) per unit (1) fee
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<S> <C> <C> <C> <C>
Debt Securities and
Warrants to Purchase
Debt Securities....... $400,000,000 (2) $400,000,000 $111,200
</TABLE>
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(1) In United States dollars or the equivalent thereof in foreign denominated
currencies or composite currencies; or, if any Debt Securities are issued
at an original issue discount, such greater amount as shall result in an
aggregate public offering price or purchase price of $400,000,000 or the
equivalent thereof in foreign denominated currencies or composite
currencies. Estimated solely for purposes of calculating the registration
fee.
(2) The maximum offering price per unit has been omitted pursuant to Rule
457(o) under the Securities Act of 1933 and Securities Act Release No.
6964. The registration fee has been calculated in accordance with Rule
457(o) under the Securities Act of 1933 and reflects the public offering
price rather than the principal amount of any Debt Securities issued at a
discount.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 7, 1999
Prospectus
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Maytag Corporation
Debt Securities and
Warrants to Purchase Debt Securities
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By this prospectus, we may offer in one or more discrete offerings up to
$400,000,000 of our Debt Securities and Warrants to purchase Debt Securities.
The Debt Securities may be issued in one or more series and will be unsecured.
We will determine the terms for the Debt Securities and Warrants at the time of
sale. We will provide the specific terms of the Debt Securities and Warrants in
one or more supplements to this prospectus. You should read this prospectus and
the applicable supplements carefully before you invest.
Our executive offices are located at 403 West Fourth Street North, Newton,
Iowa 50208, and our telephone number is (515) 787-7000.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
We may offer the Debt Securities and Warrants in any of the following ways:
.directly to purchasers;
.through agents;
.through dealers; or
.through one or more underwriters or a syndicate of underwriters in an
underwritten offering.
Additional information on our plan of distribution can be found inside under
"Plan of Distribution." We will describe the plan of distribution for any Debt
Securities and Warrants in the applicable prospectus supplements.
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The date of this Prospectus is , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus...................................................... 2
Where You Can Find More Information........................................ 2
The Company................................................................ 4
Use of Proceeds............................................................ 4
Ratios of Earnings to Fixed Charges........................................ 4
Description of Debt Securities............................................. 4
Description of Warrants.................................................... 12
Plan of Distribution....................................................... 14
Legal Matters.............................................................. 15
Experts.................................................................... 15
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (No. 333- ) that we
filed with the Securities and Exchange Commission ("SEC") utilizing a "shelf"
registration process. Under this shelf process, we may offer the Debt
Securities and Warrants described in this prospectus in one or more offerings
with a total aggregate principal amount or initial purchase price not to exceed
$400,000,000. The Debt Securities and the Warrants are collectively called the
"Securities." This prospectus provides you with a general description of the
Securities we may offer. Each time we offer Securities, we will provide you
with a prospectus supplement and, if applicable, a pricing supplement. The
prospectus supplement and any applicable pricing supplement will describe the
specific amounts, prices and terms of the Debt Securities being offered and, in
the case of Warrants, will describe the Debt Securities issuable upon exercise
of the Warrants and the offering price, if any, exercise price, duration or any
other terms of the Warrants. The prospectus supplement and any applicable
pricing supplement may also add, update or change the information in this
prospectus. Please carefully read this prospectus, the applicable prospectus
supplement and any applicable pricing supplement, together with the information
contained in the documents referred to under the heading "Where You Can Find
More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549 or at the SEC's regional offices located at Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, Suite 1300, New York, New York 10048. You may obtain further
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our SEC filings are also available to the public over the
Internet at the SEC's Web site at http://www.sec.gov. In addition, you may
inspect our SEC filings at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, unless
we update or supersede that information by the information contained in this
prospectus or a prospectus supplement or by information that we file
subsequently that is incorporated by reference into this prospectus. We are
incorporating by reference the following documents that we have filed with the
SEC and our future filings with the SEC under Sections 13(a), 13(c), 14, or
15(d) of the Securities Exchange Act of 1934 until our offering of the
Securities is completed:
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. Annual Report on Form 10-K for the year ended December 31, 1998; and
. Current Reports on Form 8-K dated January 15, 1999, February 16, 1999 and
March 25, 1999.
This prospectus is part of a registration statement we have filed with the
SEC relating to the Securities. As permitted by SEC rules, this prospectus does
not contain all of the information included in the registration statement and
the accompanying exhibits and schedules we file with the SEC. You may refer to
the registration statement, the exhibits and schedules for more information
about us and our Securities. The registration statement, exhibits and schedules
are also available at the SEC's Public Reference Room or through its Web site.
You may obtain a copy of these filings, at no cost, by writing to or
telephoning us at the following address:
Maytag Corporation
Communications Department
403 West Fourth Street North
Newton, Iowa 50208
Telephone (515) 787-8339
You should rely only on the information incorporated by reference or
provided in this prospectus and the applicable prospectus supplement, and in
any pricing supplement. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus, any applicable prospectus supplement or any pricing supplement is
accurate as of any date other than the date on the cover of the document. We
are not making an offer of the Securities in any state in which the offer or
sale is not permitted.
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THE COMPANY
Maytag Corporation operates in three business segments: home appliances,
commercial appliances and international appliances. We manufacture, sell and
service washers, dryers, dishwashers, refrigerators, cooking appliances and
floor care products under the Maytag, Hoover, Jenn-Air and Magic Chef brand
names. We manufacture, sell and service commercial washers and dryers and
commercial cooking equipment under the Maytag, Dixie-Narco, Blodgett and Pitco
Frialator brand names. Our international appliances segment consists of our
50.5 percent owned joint venture in China, Rongshida-Maytag, which manufactures
and distributes laundry products and refrigerators under the RSD brand name. We
were organized as a Delaware corporation in 1925 and our headquarters are
located in Newton, Iowa.
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus supplement, we expect
to add substantially all of the net proceeds from the sale of the Securities to
our general funds to be used for general corporate purposes, including
securities repurchase programs, capital expenditures, working capital,
repayment or reduction of long-term and short-term debt and the financing of
acquisitions. We may invest funds that we do not immediately require in short-
term marketable securities.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratios of earnings to fixed charges for each of the periods indicated
are as follows:
<TABLE>
<CAPTION>
Fiscal Year Ended
December 31,
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1998 1997 1996 1995 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... 7.72 5.26 4.78 1.93 3.84
</TABLE>
The ratio of earnings to fixed charges was computed by dividing "earnings,"
the sum of income from continuing operations before taxes on income, minority
interest, extraordinary items, cumulative effect of accounting changes and
fixed charges by total fixed charges. "Fixed charges" consists of interest on
indebtedness, depreciation of capitalized interest and an imputed interest
portion of the rent expense on operating leases.
DESCRIPTION OF DEBT SECURITIES
General
The Debt Securities will be issued under an Indenture dated as of June 15,
1987, between us and The First National Bank of Chicago (the "Trustee"). The
following brief summary of the Indenture and the Debt Securities is subject to
the detailed provisions of the Indenture, a copy of which is an exhibit to the
registration statement. Wherever we refer to particular provisions of the
Indenture, such provisions are incorporated by reference as a part of the
statements made in this document and such statements are qualified in their
entirety by such reference. References in italics are to section numbers of the
Indenture.
The Indenture does not limit the amount of Debt Securities which we may
issue under the Indenture. It provides that Debt Securities may be issued from
time to time in one or more series. We have previously issued Debt Securities
pursuant to the Indenture. The Debt Securities will be our unsecured
obligations and will rank equally with all of our other unsecured and
unsubordinated indebtedness.
The Indenture limits our ability to incur certain secured indebtedness and
to engage in certain sale and lease-back transactions. See "Restrictive
Covenants" below. The Indenture does not restrict our ability to incur
unsecured indebtedness or, except as described under "Restrictive Covenants"
below, to engage in corporate transactions or reorganizations which have the
effect of increasing our indebtedness. Accordingly, unless we state otherwise
in the applicable prospectus supplement, the Debt Securities will not contain
any provisions that
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afford holders protection against our incurring such indebtedness or (except as
described under "Restrictive Covenants") engaging in such transactions or
reorganizations. As a result, we could become highly leveraged.
The Prospectus Supplement may contain a description of the following terms
of the Debt Securities:
. the title of the Debt Securities;
. the limit, if any, upon the aggregate principal amount of the Debt
Securities;
. the date or dates on which the principal of such Debt Securities will be
payable;
. the rate or rates, which may be fixed or variable, at which the Debt
Securities will bear interest, if any; the date or dates from which
interest will accrue; the dates on which such interest will be payable;
and the regular record dates for payment of interest;
. the place or places where the principal of, and premium, if any, and
interest on the Debt Securities will be payable;
. the terms and conditions upon which we may redeem the Debt Securities, in
whole or in part, at our option;
. the terms and conditions under which we may be obligated to redeem or
purchase the Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a holder;
. if other than denominations of $1,000 and any integral multiple of
$1,000, the currency or composite currencies and denominations in which
the Debt Securities will be issuable;
. if other than the principal amount thereof, the portion of the principal
amount of the Debt Securities which will be payable upon the declaration
of acceleration of the maturity thereof;
. any additional events of default with respect to the Debt Securities, if
any, other than those set forth in the Indenture; and
. any other terms of the Debt Securities not inconsistent with the
provisions of the Indenture. (Section 301)
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, and any premium or interest on, the Debt Securities will be
payable, and the Debt Securities will be exchangeable and transfers of the Debt
Securities can be registered at the Corporate Trust Office of the Trustee at
One North State Street, 9th Floor, Chicago, Illinois or at its agency in
Manhattan, New York, provided that, at our option, payment of interest may be
made by check mailed to the address of the party entitled thereto as it appears
in the security register. (Sections 202, 301, 305 and 1002)
Unless otherwise specified in the applicable prospectus supplement, the Debt
Securities will be issued in United States dollars in fully registered form,
without coupons, in denominations of $1,000 or any multiples of $1,000 (Section
302). No service charge will be made for any transfer or exchange of the Debt
Securities, but we may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with such transactions other
than certain exchanges not involving any transfer. (Sections 304, 305, 906 and
1107)
The Debt Securities may be issued under the Indenture bearing no interest or
interest at a rate below the prevailing market rate at the time of issuance and
be offered and sold at a discount below their stated principal amount. We will
describe any federal income tax, accounting and other considerations applicable
to these discounted Debt Securities in the applicable prospectus supplement.
(Sections 101 and 502)
Restrictive Covenants
Restrictions Upon Secured Debt. The Indenture provides that neither we nor
any Restricted Subsidiary will create, incur, issue, assume or guarantee any
indebtedness for borrowed money secured by a mortgage, security interest,
pledge or lien ("mortgage") of or upon any Principal Property or any shares of
stock or indebtedness
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of any Restricted Subsidiary, whether owned at the date of the Indenture or
acquired after the date of the Indenture, without effectively providing that
the Debt Securities (together with, if we so determine, any other indebtedness
issued, assumed or guaranteed by us or any Restricted Subsidiary and then
existing or thereafter created) will be secured equally and ratably with or, at
our option, prior to such indebtedness so long as such indebtedness will be so
secured. This restriction will not apply to:
. mortgages on any property acquired, constructed or improved by, or on any
shares of capital stock or indebtedness acquired by, us or any Restricted
Subsidiary after the date of the Indenture to secure the payment of any
part of the purchase price of such property, shares of capital stock or
indebtedness upon the acquisition thereof by us or any Restricted
Subsidiary or to secure any indebtedness issued, assumed or guaranteed by
us or any Restricted Subsidiary to finance or refinance all or any part
of the purchase price of such property, shares of capital stock or
indebtedness or, in the case of property, the cost of construction
thereof or improvements thereon (provided, that the mortgage shall not
apply to any property, shares of capital stock or indebtedness previously
owned by us or any Restricted Subsidiary, other than any previously
unimproved or substantially unimproved real property on which the
property to be constructed or improved is located) prior the time of or
within 270 days after either of the following:
--in the case of property, the later of the acquisition, completion of
construction (including any improvements on existing property) or
commencement of commercial operation of such property; or
--in the case of shares of capital stock or indebtedness, the
acquisition of such shares of capital stock or indebtedness;
. mortgages on any property, shares of capital stock or indebtedness
existing at the time of acquisition thereof by us or any Restricted
Subsidiary;
. mortgages on property of a corporation existing at the time such
corporation is merged with or into or consolidated with us or any
Restricted Subsidiary or existing at the time of a sale or transfer of
the properties of a corporation as an entirety or substantially as an
entirety to us or any Restricted Subsidiary;
. mortgages on any property of, or shares of capital stock or indebtedness
of, a corporation existing at the time such corporation becomes a
Restricted Subsidiary;
. mortgages to secure indebtedness of any Restricted Subsidiary to us or
another Restricted Subsidiary;
. mortgages in favor of certain governmental bodies to secure partial,
progress, advance or other payments pursuant to any contract or statute
or to secure indebtedness incurred or guaranteed to finance or refinance
all or any part of the purchase price of the property, shares of capital
stock or indebtedness subject to such mortgages, or the cost of
constructing or improving the property subject to such mortgage; and
. extensions, renewals or replacements of any mortgage existing on the date
of the Indenture or any mortgage referred to above, provided, however,
that the principal amount of indebtedness secured thereby may not exceed
the principal amount of indebtedness so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property (plus
improvements and construction on such property), shares of capital stock
or indebtedness which was subject to the mortgage so extended, renewed or
replaced. (Section 1006)
Notwithstanding the restriction outlined above, we or any Restricted
Subsidiary may, without equally and ratably securing the Debt Securities,
issue, assume or guarantee indebtedness secured by a mortgage not excepted from
the restriction as described above, if the aggregate amount of (i) such
indebtedness, (ii) all other indebtedness of, or indebtedness guaranteed by, us
or our Restricted Subsidiaries existing at such time and secured by mortgages
not so excepted and (iii) the Attributable Debt existing in respect of Sale and
Lease-Back Transactions existing at such time (other than Sale and Lease-Back
Transactions permitted under the provisions described in the first bullet point
under "Restrictive Covenants--Restrictions on Sale and Lease-Back
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Transactions" and Sale and Lease-Back Transactions the proceeds of which have
been applied in accordance with the provisions described under the third bullet
point under "Restrictive Covenants--Restrictions on Sale and Lease-Back
Transactions"), does not at the time exceed 10% of Consolidated Net Tangible
Assets. (Sections 1006 and 1007)
Restrictions on Sale and Lease-Back Transactions. The Indenture provides
that neither we nor any Restricted Subsidiary will enter into any Sale and
Lease-Back Transactions with respect to any Principal Property unless either:
. we or such Restricted Subsidiary are entitled under the provisions
described in the first or sixth bullet point in the first paragraph under
"Restrictive Covenants--Restrictions Upon Secured Debt" to issue, assume
or guarantee indebtedness secured by a mortgage on the property to be
leased without equally and ratably securing the Debt Securities; or
. we or such Restricted Subsidiary are entitled under the provisions
described in the last bullet point in the first paragraph under
"Restrictive Covenants--Restrictions Upon Secured Debt" to issue, assume
or guarantee indebtedness secured by a mortgage on such property in an
amount at least equal to the Attributable Debt in respect of the Sale and
Lease-Back Transaction without equally and ratably securing the Debt
Securities; or
. we apply, within 270 days after the effective date of the arrangement, an
amount equal to the Attributable Debt in respect of the transaction to
the payment or retirement (other than any mandatory prepayment or
retirement) of indebtedness incurred or assumed by us or any Restricted
Subsidiary which by its terms matures at or is extendible or renewable at
the option of the obligor to a date more than 12 months after the date of
the creation of such indebtedness. (Sections 1006 and 1007)
Certain Definitions
"Attributable Debt" is defined in the Indenture to mean, in the context of a
Sale and Lease-Back Transaction, the present value, discounted at the rate of
interest implicit in the lease involved in such Sale and Lease-Back
Transaction, as determined in good faith by us, of the obligation of the lessee
under the lease for rental payments (excluding, however, any amounts required
to be paid by such lessee, whether or not designated as rent or additional
rent, on account of maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges or any amounts required to be paid by such
lessee thereunder contingent upon the amount of sales, maintenance and repairs,
insurance, taxes, assessments, water rates or similar charges) during the
remaining term of such lease (including any period for which such lease has
been extended or may, at the option of the lessor, be extended). (Section 101)
"Consolidated Net Tangible Assets" is defined in the Indenture to mean the
total amount of assets (less applicable reserves), less:
. all current liabilities (excluding any liabilities which are by their
terms extendible or renewable at the option of the obligor to a time more
than 12 months after the time as of which the amount thereof is being
computed and excluding current maturities of long-term indebtedness), and
. all goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangible assets,
all as shown in our audited consolidated balance sheet contained in our then
most recent annual report to stockholders, except that assets shall include an
amount equal to the Attributable Debt in respect of any Sale and Lease-Back
Transaction not capitalized on such balance sheet. (Section 101)
"Holder" is defined in the Indenture to mean a Person in whose name a Debt
Security is registered in the security register. (Section 101)
"Principal Property" is defined in the Indenture to mean any manufacturing
plant or manufacturing facility located within the United States of America,
having a gross book value in excess of 1% of Consolidated Net Tangible Assets
at the time of determination thereof and owned by us or any Restricted
Subsidiary, in each case, except for any such property or facility, or any
portion of such property or facility,
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which, in the opinion of our board of directors, is not material to the total
business conducted by us and our Restricted Subsidiaries considered as one
enterprise or any portion of such a plant or facility found not to be of
material importance to the use or operation of such plant or facility. (Section
101)
"Restricted Subsidiary" is defined in the Indenture to mean any Subsidiary
substantially all of the property of which is located, or substantially all of
the business of which is carried on, within the United States of America (other
than its territories or possessions and other than Puerto Rico) and which owns
a Principal Property; provided, however, that any Subsidiary which is
principally engaged in financing operations outside the United States of
America or which is principally engaged in leasing or in financing installment
receivables will not be a Restricted Subsidiary. (Section 101)
"Sale and Lease-Back Transaction" is defined in the Indenture to mean the
leasing by us or any Restricted Subsidiary of any Principal Property, whether
owned at the date of the Indenture or acquired after the date of the Indenture
(except for temporary leases for a term, including any renewal thereof, of not
more than three years and except for leases between us and any Restricted
Subsidiary, between any Restricted Subsidiary and us or between Restricted
Subsidiaries), which property has been or is to be sold or transferred by us or
such Restricted Subsidiary to any party with the intention of taking back a
lease of such property. (Section 1007)
"Subsidiary" is defined in the Indenture to mean any corporation more than
50% of the outstanding voting stock of which is at the time owned, directly or
indirectly, by us and/or by one or more other Subsidiaries. (Section 101)
Events of Default
With respect to the Debt Securities of any series, an "Event of Default" is
defined in the Indenture as being:
. default for 30 days in payment of any interest upon the Debt Securities
of that series;
. default in payment of the principal of or premium, if any, on the Debt
Securities of that series when due at maturity;
. failure to deposit any sinking fund payment in respect of the Debt
Securities of that series when due;
. our default in the performance of any of our other covenants or
warranties in the Indenture applicable to the Debt Securities of that
series which has not been remedied for a period of 90 days after written
notice of default;
. certain events of bankruptcy, insolvency or reorganization relating to
us; and
. any other event of default provided with respect to the Debt Securities
of that series. (Section 501)
The Indenture provides that if an Event of Default with respect to Debt
Securities of any series at the time outstanding has occurred and is
continuing, either the Trustee or the holders of at least 25% in principal
amount of the Debt Securities of that series then outstanding may declare the
principal amount (or, if the Debt Securities of that series provide for an
amount less than the principal amount of such Debt Securities to be due and
payable upon a declaration of maturity thereof upon an Event of Default, such
portion of the principal amount as may be specified in the terms of that
series) of all of the Debt Securities of that series to be due and payable
immediately. However, at any time after a declaration of acceleration with
respect to Debt Securities of any series has been made, but before a judgment
or decree based on such acceleration has been obtained, the Holders of a
majority in principal amount of the outstanding Debt Securities of that series
may, under certain conditions, rescind and annul such acceleration if all
Events of Default, other than the nonpayment of accelerated principal, with
respect to Debt Securities of that series have been cured or waived as provided
in the Indenture. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver." The applicable prospectus supplement relating to any
series of Debt Securities which provide for an amount less than the principal
amount of such Debt Securities to be due and payable upon a declaration of
maturity thereof upon an Event of Default will contain provisions relating to
the terms relating to such declaration of maturity upon an Event of Default and
the continuation thereof.
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The Indenture provides that, subject to the duties of the Trustee to act
with the required standard of care if an Event of Default has occurred and is
continuing, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request or direction of any of the
holders of Debt Securities, unless such holders have offered to the Trustee
reasonable security or indemnity. (Sections 601 and 603) Subject to such
provisions for security or indemnification of the Trustee and certain other
restrictions, the holders of a majority in principal amount of the outstanding
Debt Securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to the
Debt Securities of that series. (Section 512)
No holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy under
the Indenture, unless the Trustee has failed to institute such proceeding for
60 days after the holder has previously given to the Trustee written notice of
a continuing Event of Default with respect to Debt Securities of that series
and unless the holders of at least 25% in principal amount of the outstanding
Debt Securities of that series have made written request, and offered
reasonable security or indemnity, to the Trustee to institute such proceeding
as Trustee, and the Trustee has not received from the holders of a majority in
principal amount of the Outstanding Debt Securities of that series a direction
inconsistent with such request. (Section 507) However, the holder of any Debt
Security will have an absolute and unconditional right to receive payment of
the principal of and premium, if any, and any interest, as provided for in the
Indenture, on such Debt Security on the date or dates they are to be paid as
expressed in such Debt Security and to institute suit for the enforcement of
any such payment. (Section 508)
We will be required to furnish to the Trustee annually a statement as to the
absence of certain defaults under the Indenture. (Section 1008) The Indenture
provides that the Trustee may withhold notice to the holders of Debt Securities
of any series of any default (except in payment of principal, premium, if any,
or interest or in sinking fund payments) with respect to Debt Securities of
that series if it considers it in the interest of the holders of Debt
Securities of that series to do so. (Section 602)
Modification and Waiver
With respect to the Debt Securities, we and the Trustee may modify or amend
the Indenture with the consent of the holders of 66 2/3% in aggregate principal
amount of the outstanding Debt Securities of each series affected thereby.
However, no such modification or amendment may, without the consent of the
holders of all then outstanding Debt Securities affected thereby:
. change the due date of the principal of, or any installment of principal
of or interest on, any Debt Securities;
. reduce the principal amount of, any premium or rate of interest on, any
Debt Securities;
. reduce the principal amount of any Debt Securities providing for an
amount less than the principal amount of such Debt Securities to be due
and payable upon a declaration of maturity thereof upon an Event of
Default payable upon such declaration of maturity of such Debt
Securities;
. change the place or currency of payment of principal of, or any premium
or interest on, any Debt Securities;
. impair the right to institute suit for the enforcement of any payment on
or with respect to any Debt Securities after the due date thereof; or
. reduce the percentage in principal amount of any Debt Securities then
outstanding, the consent of whose holders is required for modification or
amendment of the Indenture, for waiver of compliance with certain
provisions of the Indenture or for waiver of certain defaults. (Section
902)
The holders of 66 2/3% in aggregate principal amount of the outstanding Debt
Securities of any series may waive future compliance by us with certain
restrictive covenants of the Indenture. (Section 1009) The holders
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<PAGE>
of a majority in principal amount of the outstanding Debt Securities of any
series may waive any past default under the Indenture with respect to the Debt
Securities of such series, except a default in the payment of the principal of
or premium, if any, or any interest on any Debt Securities of that series or a
provision that cannot be modified or amended without the consent of the holders
of all outstanding Debt Securities of that series. (Section 513)
Defeasance
Defeasance and Discharge. The Indenture provides that, if the Debt
Securities of any series so provide, we may be discharged from any and all
obligations in respect of the Debt Securities of that series (except for
certain obligations to register the transfer or exchange of Debt Securities of
that series, to replace stolen, destroyed, lost or mutilated Debt Securities of
that series, to maintain paying agencies, to compensate and indemnify the
Trustee or to furnish the Trustee (if the Trustee is not the registrar) with
the names and addresses of holders of Debt Securities of such series). We will
be so discharged upon the irrevocable deposit with the Trustee, in trust, of
money and/or securities of the government which issues the currency in which
the Debt Securities of that series are payable or securities of agencies backed
by the full faith and credit of such government, that, through the payment of
interest and principal in accordance with their terms, will provide money in an
amount sufficient in the opinion of a nationally recognized firm of independent
public accountants to pay each installment of principal, premium and interest
on and any mandatory sinking fund payments in respect of the Debt Securities of
that series on the stated maturity of those payments in accordance with the
terms of those Debt Securities. (Sections 1302 and 1304)
This discharge may occur only if, among other things, we have delivered to
the Trustee an opinion of counsel stating that we have received from, or there
has been published by, the United States Internal Revenue Service a ruling or,
since the date of execution of the Indenture, there has been a change in the
applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the
Debt Securities of that series will not recognize income, gain or loss for
United States federal income tax purposes as a result of such defeasance and
will be subject to United States federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if the
defeasance had not occurred. (Section 1304)
In addition, we may also obtain a discharge of the Indenture with respect to
all Debt Securities issued under the Indenture by depositing with the Trustee,
in trust, money sufficient to pay on the date such payments are due or upon
redemption of all of such Debt Securities, provided that such Debt Securities
are by their terms to become due and payable within one year or are to be
called for redemption within one year. (Section 401)
Defeasance of Certain Covenants. The Indenture provides that, if provided by
the terms of the applicable series of Debt Securities, upon compliance with
certain conditions:
. we may omit to comply with the covenants described under "Restrictive
Covenants--Restrictions Upon Secured Debt", "--Restrictions on Sale and
Lease-Back Transactions" and "Consolidation, Merger and Sale of Assets"
(all other obligations under the Debt Securities of that series shall
remain in full force and effect); and
. any omission to comply with those covenants will not constitute an Event
of Default with respect to the Debt Securities of that series ("covenant
defeasance"). (Sections 1303 and 1304)
The conditions include:
. depositing with the Trustee money and/or securities of the government
which issues the currency in which the Debt Securities of that series are
payable or securities of agencies backed by the full faith and credit of
such government, that, through the payment of interest and principal in
accordance with their terms, will provide money in an amount sufficient
in the opinion of a nationally recognized firm of independent public
accountants to pay and discharge each installment of principal of,
premium and interest on and any mandatory sinking fund payments in
respect of the Debt Securities of that series on the stated maturity of
those payments in accordance with the terms of those Debt Securities; and
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<PAGE>
. delivering to the Trustee an opinion of counsel to the effect that the
holders of the Debt Securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of
the deposit and related covenant defeasance and will be subject to United
States federal income tax on the same amounts and in the same manner and
at the same times as would have been the case if the deposit and related
covenant defeasance had not occurred. (Section 1304)
Covenant Defeasance and Certain Other Events of Default. If we exercise our
option to effect a covenant defeasance with respect to the Debt Securities of
any series as described above and the Debt Securities of that series are
thereafter declared due and payable because of the occurrence of any Event of
Default other than the Event of Default caused by failing to comply with the
covenants which are defeased, the amount of money and securities on deposit
with the Trustee would be sufficient to pay amounts due on the Debt Securities
of that series at the time of the dates such payments are due but may not be
sufficient to pay amounts due on the Debt Securities of that series at the time
of the acceleration resulting from such Event of Default. However, we would
remain liable for such payments. (Section 301)
Consolidation, Merger and Sale of Assets
The Indenture provides that we may consolidate with or merge into any other
corporation, or lease, sell or transfer all or substantially all of our
property and assets if:
. the corporation formed by such consolidation or into which we are merged,
or the party which acquires by lease, sale or transfer all or
substantially all of our property and assets, assumes the payment of the
principal of, and premium, if any, and interest on, all Debt Securities
and the performance and observance of all covenants and conditions of the
Indenture by executing and delivering to the Trustee a supplemental
indenture; and
. immediately after giving effect to such transaction and treating
indebtedness for borrowed money which becomes an obligation of us or a
Restricted Subsidiary as a result of such transaction as having been
incurred by us or such Restricted Subsidiary at the time of such
transaction, no Event of Default, and no event which, after notice or
lapse of time or both, would become an Event of Default, has happened and
is continuing. (Section 801)
If, upon any such consolidation or merger, or upon any such lease, sale or
transfer of all or substantially all of our property and assets, any Principal
Property or any shares of capital stock or indebtedness of any Restricted
Subsidiary, owned immediately prior thereto, would thereupon become subject to
any mortgage, security interest, pledge or lien securing any indebtedness for
borrowed money of, or guaranteed by, such other corporation or party (other
than any mortgage, security interest, pledge or lien permitted as described
under "Restrictive Covenants--Restrictions Upon Secured Debt" above), we, prior
to such consolidation, merger, lease, sale or transfer, will by executing and
delivering to the Trustee a supplemental indenture secure the due and punctual
payment of the principal of, premium, if any, and interest on the Debt
Securities (together with, if we so determine, any other indebtedness of, or
guaranteed by, us or any Restricted Subsidiary and then existing or thereafter
created) equally and ratably with (or, at our option, prior to) the
indebtedness secured by such mortgage, security interest, pledge or lien.
(Section 802)
Book-Entry Debt Securities
The Debt Securities of a series may be issued in the form of one or more
global securities which will be deposited with, or on behalf of, a depositary
identified in the prospectus supplement. Global securities may be issued in
either registered or bearer form and in either temporary or permanent form.
Payments of principal of, premium, if any, and interest on Debt Securities
represented by a global security will be made by us to the Trustee and then by
such Trustee to the depositary.
We anticipate that any global securities will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York ("DTC"), that such
global securities will be registered in the name of DTC's
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<PAGE>
nominee, and that the following provisions will apply to the depositary
arrangements with respect to any such global securities. Additional or
differing terms of the depositary arrangements will be described in the
applicable prospectus supplement.
So long as DTC or its nominee is the registered owner of the global
security, DTC or its nominee, as the case may be, will be considered the sole
holder of the Debt Securities represented by such global security for all
purposes under the Indenture. Except as provided below, owners of beneficial
interests in a global security will not be entitled to have Debt Securities
represented by such global security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in certificated
form and will not be considered the owners or holders of the global security
under the Indenture. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in certificated form;
accordingly, such laws may limit the transferability of beneficial interests in
a global security.
If DTC is at any time unwilling or unable to continue as depositary and a
successor depositary is not appointed by us within 90 days, or if DTC ceases to
be a "clearing agency" registered pursuant to the provisions of Section 17A of
the Securities Exchange Act of 1934, we will issue individual Debt Securities
in certificated form in exchange for Debt Securities represented by global
securities. In addition, we may at any time, and in our sole discretion,
determine not to have one or more Debt Securities represented by one or more
global securities and, in such event, will issue individual Debt Securities in
certificated form in exchange for Debt Securities represented by global
securities. If Debt Securities of any series shall have been issued in the form
of one or more Debt Securities represented by global securities and if an Event
of Default with respect to the Debt Securities of such series has happened and
is continuing, we will issue individual Debt Securities in certificated form in
exchange for such Debt Securities represented by global securities.
Regarding the Trustee
The First National Bank of Chicago will be the Trustee under the Indenture
and we maintain banking relationships in the ordinary course of business with
the Trustee under the Indenture. The Trustee is a commercial lender under our
credit facility.
DESCRIPTION OF WARRANTS
The following description of the terms of the Warrants sets forth certain
general terms and provisions of the Warrants to which any prospectus supplement
may relate. The particular terms of the Warrants offered by any prospectus
supplement and the extent, if any, to which such general provisions may apply
to the Warrants so offered will be described in the applicable prospectus
supplement.
General
We may offer Warrants independently or together with any series of Debt
Securities offered by a prospectus supplement. Any Warrants so offered may be
attached to or separate from such Debt Securities. Each series of Warrants will
be issued under a separate warrant agreement (a "Warrant Agreement") to be
entered into between us and a bank or trust company, as warrant agent (the
"Warrant Agent"), all as described in the applicable prospectus supplement. The
Warrant Agent will act solely as our agent under the applicable Warrant
Agreement and in connection with the certificates for the Warrants (the
"Warrant Certificates") of such series, and the Warrant Agent will not assume
any obligation or relationship of agency or trust for or with any holders of
such Warrant Certificates or beneficial owners of Warrants. A copy of the form
of Warrant Agreement, including the form of Warrant Certificates, is filed as
an exhibit to the registration statement. The following summary of certain
provisions of the forms of Warrant Agreement and Warrant Certificates does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, all the provisions of the Warrant Agreement and the Warrant
Certificates.
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The prospectus supplement relating to a particular series of Warrants, if
any, may contain the terms of such Warrants, including, where applicable:
. the offering price;
. the currency or currencies in which such Warrants are being offered;
. the designation, aggregate principal amount, currency or currencies,
denominations and other terms of the series of Debt Securities
purchasable upon exercise of such Warrants;
. the designation and terms of the series of Debt Securities with which
such Warrants are being offered (if any) and the number of such Warrants
being offered with each such Debt Security;
. the date on and after which such Warrants and the related series of Debt
Securities will be transferable separately;
. the principal amount of the Debt Securities purchasable upon exercise of
each such Warrant and the price at which and currency or currencies in
which such principal amount of Debt Securities may be purchased upon such
exercise;
. the date on which the right to exercise such Warrants shall commence and
the date on which such right shall expire; and
. federal income tax consequences; and
. any other terms of such Warrants not inconsistent with the applicable
Warrant Agreement.
Warrants of any series will be exchangeable into Warrants of the same series
representing in the aggregate the number of Warrants surrendered for exchange.
Warrant Certificates may be presented for exchange or transfer at the corporate
trust office of the Warrant Agent for such series of Warrants (or any other
office indicated in the applicable prospectus supplement). Prior to the
exercise of their Warrants, holders of Warrants will not have any of the rights
of holders of the series of Debt Securities purchasable upon such exercise,
including the right to receive payments of principal of, premium, if any, or
interest, if any, on the Debt Securities purchasable upon such exercise, or to
enforce any of the covenants in the Indenture.
Exercise of Warrants
Each Warrant will entitle the holder thereof to purchase such principal
amount of the related series of Debt Securities at such exercise price as shall
in each case be set forth in, or calculable as set forth in, the applicable
prospectus supplement. Warrants of a series may be exercised at the corporate
trust office of the Warrant Agent for such series (or any other office
indicated in the applicable prospectus supplement) at any time on or after the
exercise date indicated in the prospectus supplement relating to such Warrants
and prior to 5:00 P.M., New York time (unless otherwise indicated in the
applicable prospectus supplement), on the expiration date set forth in such
prospectus supplement. After the close of business on the expiration date
relating to such applicable series of Warrants, unexercised Warrants of such
series will be void.
Warrants of a series may be exercised by delivery to the appropriate Warrant
Agent of payment, as provided in the applicable prospectus supplement, of the
consideration required to purchase the principal amount of the series of Debt
Securities purchasable upon such exercise, together with certain information as
set forth on the reverse side of the Warrant Certificate evidencing such
Warrants. Such Warrants will be deemed to have been exercised upon receipt of
the exercise price, subject to the receipt of the Warrant Certificate
evidencing such Warrants within five business days. Upon receipt of such
payment and such Warrant Certificate, properly completed and duly executed, at
the corporate trust office of the appropriate Warrant Agent (or any other
office indicated in the prospectus supplement relating to such series of
Warrants), we will, as soon as practicable, issue and deliver the principal
amount of the series of Debt Securities purchasable upon such exercise. If
fewer than all of the Warrants represented by a Warrant Certificate are
exercised, a new Warrant Certificate will be issued and delivered for the
remaining amounts of Warrants.
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PLAN OF DISTRIBUTION
We may sell the Securities in any of four ways:
. directly to purchasers;
. through agents;
. through dealers; or
. through one or more underwriters or a syndicate of underwriters in an
underwritten offering.
With respect to each series of Securities, the terms of any offering,
including the name or names of any underwriters, dealers or agents, the
purchase price of such Securities and the proceeds to us from such sale, any
underwriting discounts, selling commissions and other items constituting
underwriters', dealers' or agents' compensation, any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
or agents, and any securities exchanges on which the Securities of such series
may be listed, will be set forth in, or may be calculated from the information
set forth in, the related prospectus supplement. Only underwriters named in the
prospectus supplement are deemed to be underwriters in connection with the
Securities offered thereby.
If we sell Securities through underwriters, the underwriters will acquire
the Securities for their own account. The Securities may be resold from time to
time in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. The
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate.
Unless otherwise set forth in the applicable prospectus supplement, the
obligations of the underwriters to purchase Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities offered by the prospectus supplement if any of such
Securities are purchased. Any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time
to time.
We may also sell the Securities directly or through agents (which may also
act as principals) which we may designate from time to time. Any agent involved
in the offer or sale of the Securities with regard to which this prospectus is
delivered will be named, and any commissions we may pay to such agent will be
set forth in, or may be calculated from the information set forth in, the
applicable prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, any such agent will be acting on a best efforts basis
for the period of its appointment. In the case of sales we may directly make,
no commission will be payable.
If so indicated in a prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by certain specified institutions to
purchase Securities from us at the public offering price set forth in that
prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on a future date specified in the prospectus supplement.
Such contracts will be subject to the conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth the commissions
payable for solicitation of such contracts.
Agents and underwriters may be entitled under agreements entered into with
us to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act of 1933, or to contribution with respect
to payments which the agents or underwriters may be required to make with
respect to such liabilities. Agents and underwriters may be customers of,
engage in transactions with, or perform services for us or our affiliates in
the ordinary course of business.
If the Securities of any series are not listed on a national securities
exchange, certain broker-dealers may make a market in the Securities of such
series, but will not be obligated to do so and may discontinue any market
making at any time without notice. We can give no assurance that any broker-
dealer will make a market in the Securities or as to the liquidity of the
trading market for the Securities. The prospectus supplement with respect to
the Securities of any series will state, if known, whether or not any broker-
dealer intends to make a market in such Securities. If no such determination
has been made, the prospectus supplement will so state.
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LEGAL MATTERS
Certain legal matters relating to the Securities will be passed upon for us
by Edward H. Graham, our Senior Vice President, General Counsel and Assistant
Secretary, and Sidley & Austin, Chicago, Illinois. Mr. Graham is an officer and
full-time employee of ours and the beneficial owner of approximately 31,800
shares of our common stock and options to acquire approximately 41,900
additional shares of our common stock.
EXPERTS
Our consolidated financial statements and schedule appearing in our Annual
Report (Form 10-K) for the year ended December 31, 1998 have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedule are incorporated herein by reference in
reliance upon such report given on the authority of such Firm as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distributions.*
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $111,200
Accounting fees................................................. 15,000
Trustee's fees and expenses..................................... 3,000
Printing, distribution, and engraving fees...................... 75,000
Rating agency fees.............................................. 130,000
Legal fees and expenses......................................... 50,000
Miscellaneous................................................... 5,800
--------
Total....................................................... $390,000
========
</TABLE>
- --------
* All amounts are estimated except for the Securities and Exchange Commission
registration fee.
Item 15. Indemnification of Directors and Officers.
Certain provisions of the General Corporation Law of the State of Delaware
(the "DGCL") provide that the Registrant may indemnify the directors and
officers of the Registrant and affiliated companies against liabilities and
expenses incurred by reason of the fact that such persons were serving in such
capacities, subject to certain limitations and conditions set forth in the
statute. The Registrant's Restated Certificate of Incorporation provides that
the Registrant shall indemnify its directors and officers to the fullest extent
permitted by Delaware law. In accordance with Section 102(b)(7) of the DGCL,
the Registrant's Restated Certificate of Incorporation provides that no
directors of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for (i) breach of the director's duty of loyalty to the Registrant or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) unlawful payment of
dividends under Section 174 of the DGCL or (iv) transactions from which the
director derives an improper personal benefit. The Registrant may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any capacity, or arising out of his
status as such, whether or not the Registrant would have the power to indemnify
him against such liability under the provisions of the Restated Certificate of
Incorporation.
Pursuant to Section 145 of the DGCL and the Registrant's Restated
Certificate of Incorporation, the Registrant maintains directors' and officers'
liability insurance coverage.
The Registrant expects that any underwriting agreement or distribution
agreement relating to the Securities will provide for indemnification of
directors and officers of the Registrant by the underwriters or agents, as the
case may be, against certain liabilities.
II-1
<PAGE>
Item 16. Exhibits.
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Registrant with the Securities and Exchange
Commission, as indicated. All other documents listed are filed with this
Registration Statement.
<TABLE>
<CAPTION>
Number Description
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<C> <S>
*4.1 Indenture dated as of January 15, 1987 between the Registrant
and The First National Bank of Chicago (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1987, File No. 1-655).
*4.2 Form of proposed Debt Securities (included in Exhibit 4.1 at
pages 13-21) (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1987, File No. 1-655).
*4.3 Forms of proposed Warrant Agreement (including form of Warrant
Certificates) (incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-3 filed on June
11, 1990, File No. 33-35219).
5 Opinion of Sidley & Austin.
12 Statement of Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sidley & Austin (included in Exhibit 5).
24 Powers of Attorney (contained in the signature page to this
Registration Statement).
25 Form T-1 Statement of Eligibility of The First National Bank of
Chicago under the Trust Indenture Act of 1939.
</TABLE>
Item 17. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
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<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement on Form S-3 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newton, State of Iowa,
on April 7, 1999.
Maytag Corporation
/s/ Leonard A. Hadley
By: _________________________________
Leonard A. Hadley
Chairman and Chief Executive
Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Leonard A. Hadley and E. James Bennett, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, including any filings under Rule 462 promulgated under the
Securities Act of 1933, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of April 7, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Leonard A. Hadley Chairman and Chief Executive Officer and
___________________________________________ Director (principal executive officer)
Leonard A. Hadley
/s/ Lloyd D. Ward President and Chief Operating Officer and
___________________________________________ Director
Lloyd D. Ward
/s/ Gerald J. Pribanic Executive Vice President and Chief
___________________________________________ Financial Officer (principal financial
Gerald J. Pribanic officer)
/s/ Steven H. Wood Vice President, Financial Reporting and
___________________________________________ Audit and Chief Accounting Officer
Steven H. Wood (principal accounting officer)
/s/ Barbara R. Allen Director
___________________________________________
Barbara R. Allen
/s/ Howard L. Clark Jr. Director
___________________________________________
Howard L. Clark Jr.
/s/ Lester Crown Director
___________________________________________
Lester Crown
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Wayland R. Hicks Director
___________________________________________
Wayland R. Hicks
Director
___________________________________________
William T. Kerr
/s/ Robert D. Ray Director
___________________________________________
Robert D. Ray
/s/ Bernard G. Rethore Director
___________________________________________
Bernard G. Rethore
/s/ W. Ann Reynolds Director
___________________________________________
W. Ann Reynolds
/s/ John A. Sivright Director
___________________________________________
John A. Sivright
/s/ Neele E. Stearns, Jr. Director
___________________________________________
Neele E. Stearns, Jr.
/s/ Fred G. Steingraber Director
___________________________________________
Fred G. Steingraber
/s/ Carole J. Uhrich Director
___________________________________________
Carole J. Uhrich
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-3
MAYTAG CORPORATION
<TABLE>
<CAPTION>
Number Description
------ -----------
<C> <S>
*4.1 Indenture dated as of January 15, 1987 between the Registrant
and The First National Bank of Chicago (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1987, File No. 1-655).
*4.2 Form of proposed Debt Securities (included in Exhibit 4.1 at
pages 13-21) (incorporated by reference to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1987, File No. 1-655).
*4.3 Forms of proposed Warrant Agreement (including form of Warrant
Certificates) (incorporated by reference to Exhibit 4.6 to the
Registrant's Registration Statement on Form S-3 filed on June
11, 1990, File No. 33-35219).
5 Opinion of Sidley & Austin.
12 Statement of Computation of Ratios of Earnings to Fixed Charges
(incorporated by reference to Exhibit 12 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Sidley & Austin (included in Exhibit 5).
24 Powers of Attorney (contained in the signature page to this
Registration Statement).
25 Form T-1 Statement of Eligibility of The First National Bank of
Chicago under the Trust Indenture Act of 1939.
</TABLE>
--------
<TABLE>
<S> <C>
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by
the Registrant with the Securities and Exchange Commission, as indicated.
</TABLE>
<PAGE>
Exhibit 5
Aril 6, 1999
Maytag Corporation
403 West Fourth Street North
Newton, IA 50208
Re: $400,000,000 Principal Amount of Debt Securities and Warrants to
Purchase Debt Securities
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Maytag Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the shelf
registration of $400,000,000 principal amount of the Company's debt securities
(the "Debt Securities") and warrants to purchase Debt Securities (the
"Warrants"). The Debt Securities are to be issued under an Indenture dated as
of June 15, 1987 between the Company and The First National Bank of Chicago, as
trustee (the "Trustee"), and the Warrants are to be issued pursuant to a warrant
agreement between the Company and a bank or trust company (either a warrant
agreement for Warrants sold alone or a warrant agreement for Warrants sold
attached to Debt Securities (individually, a "Warrant Agreement" and
collectively, the "Warrant Agreements")), the proposed forms of which are being
filed as Exhibit 4.3 to the Registration Statement, such Warrant or Warrants to
be evidenced by a warrant certificate (a "Warrant Certificate").
We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Debt Securities and the Warrants and have
examined such records, documents and questions of law, and satisfied ourselves
as to such matters of fact, as we have considered relevant and necessary as a
basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of the
State of Delaware.
2. The Company has corporate power and authority to authorize and sell the
Debt Securities and the Warrants.
3. Each series of Debt Securities will be legally issued and binding
obligations of the Company (except to the extent enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws affecting the
enforcement of creditors' rights generally and by the effect of
general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law) when (i) the
Registration Statement, as finally amended (including any necessary
post-effective amendments), shall have become effective under the
Securities Act and the Indenture (including any necessary
<PAGE>
supplemental indenture) shall have been qualified under the Trust Indenture
Act of 1939, as amended; (ii) a Prospectus Supplement with respect to such
series of Debt Securities shall have been filed (or transmitted for filing)
with the SEC pursuant to Rule 424 under the Securities Act; (iii) the
Company's Board of Directors or a duly authorized committee thereof shall
have duly adopted final resolutions authorizing the issuance and sale of
such series of Debt Securities as contemplated by the Registration
Statement and the Indenture; and (iv) such series of Debt Securities shall
have been duly executed and authenticated as provided in the Indenture and
such resolutions shall have been duly delivered to the purchasers thereof
against payment of the agreed consideration therefor.
4. The Warrants will be legally issued and binding obligations of the Company
(except to the extent enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditor's rights generally and by the effect
of general principles of equity, regardless of whether enforceability is
considered in a proceeding in equity or at law) when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), shall have become effective under the Act; (ii) a Prospectus
Supplement with respect to the Warrants shall have been filed (or
transmitted for filing) with the SEC pursuant to Rule 424 under the Act;
(iii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions authorizing the issuance
and sale of the Warrants evidenced by one or more Warrant Certificates; and
(iv) the Warrant Certificate(s) shall have been duly executed and
countersigned by the warrant agent as provided in the appropriate Warrant
Agreement and such resolutions and shall have been duly delivered to the
purchasers thereof against payment of the agreed consideration therefor.
For the purposes of this letter, we have assumed that there will be no
changes in the laws currently applicable to the Company and that such laws will
be the only laws applicable to the Company.
We do not find it necessary for the purposes of this letter to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to sales of the Debt Securities or the
Warrants.
We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement, Form S-3 and related Prospectus of Maytag
Corporation for the registration of $400 million of debt securities and
warrants to purchase debt securities and to the incorporation by reference
therein of our report dated February 2, 1999, with respect to the
consolidated financial statements and schedule of Maytag Corporation
included in its Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
April 6, 1999
<PAGE>
Exhibit 25
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
____________________________
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
_____________________________
Maytag Corporation
(Exact name of obligor as specified in its charter)
Delaware 42-0401785
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
403 West Fourth Street North
Newton, Iowa 50208
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
<PAGE>
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 1st day of April, 1999.
The First National Bank of Chicago,
Trustee
By: /s/ John R. Prendiville
Vice President
* Exhibits 1, 2, 3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 16 of the Form T-1 of The First National Bank
of Chicago, filed as Exhibit 25 to the Registration Statement on Form S-3 of U S
WEST Capital Funding, Inc. filed with the Securities and Exchange Commission on
May 6, 1998 (Registration No. 333-51907-01).
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
April 1, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Maytag
Corporation and The First National Bank of Chicago, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ John R. Prendiville
Vice President
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in thousands C400
RCFD BIL MIL THOU -------
---- ------------
<S> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
----
a. Noninterest-bearing balances and currency and coin(1)................. 0081 5,585,982 1.a
b. Interest-bearing balances(2).......................................... 0071 4,623,842 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A)............. 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).......... 1773 11,181,405 2.b
3. Federal funds sold and securities purchased under agreements to resell... 1350 9,853,544 3.
4. Loans and lease financing receivables: RCFD
----
a. Loans and leases, net of unearned income (from Schedule RC-C)......... 2122 31,155,998 4.a
b. LESS: Allowance for loan and lease losses............................. 3123 411,963 4.b
c. LESS: Allocated transfer risk reserve................................. 3128 3,884 4.c
RCFD
d. Loans and leases, net of unearned income, allowance, and reserve ----
(item 4.a minus 4.b and 4.c).......................................... 2125 30,740,151 4.d
5. Trading assets (from Schedule RD-D)...................................... 3545 7,635,778 5.
6. Premises and fixed assets (including capitalized leases)................. 2145 739,925 6.
7. Other real estate owned (from Schedule RC-M)............................. 2150 4,827 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) .................................................... 2130 202,359 8.
9. Customers' liability to this bank on acceptances outstanding............ 2155 269,516 9.
10. Intangible assets (from Schedule RC-M).................................. 2143 291,665 10.
11. Other assets (from Schedule RC-F)....................................... 2160 3,071,912 11.
12. Total assets (sum of items 1 through 11)................................ 2170 74,200,906 12.
</TABLE>
- ------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------
</TABLE>
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in
Thousands
-----------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1)........................................... 2200 22,524,140 13.a
(1) Noninterest-bearing(1)............................................ 6631 10,141,937 13.a1
(2) Interest-bearing.................................................. 6636 12,382,203 13.a2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and ----
IBFs (from Schedule RC-E, part II).................................... 2200 19,691,237 13.b
(1) Noninterest bearing............................................... 6631 408,126 13.b1
(2) Interest-bearing.................................................. 6636 19,283,111 13.b2
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 9,113,686 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 120,599 15.a
b. Trading Liabilities(from Schedule RC-D)............................... RCFD 3548 6,797,927 15.b
16. Other borrowed money: RCFD
----
a. With original maturity of one year or less............................ 2332 5,385,355 16.a
b. With original maturity of more than one year......................... A547 327,126 16.b
c. With original maturity of more than three years...................... A548 316,411 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding.................. 2920 269,516 18.
19. Subordinated notes and debentures........................................ 3200 2,400,000 19.
20. Other liabilities (from Schedule RC-G)................................... 2930 2,137,443 20.
21. Total liabilities (sum of items 13 through 20)........................... 2948 69,083,440 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................ 3838 0 23.
24. Common stock............................................................. 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)................. 3839 3,201,435 25.
26. a. Undivided profits and capital reserves................................ 3632 1,695,446 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 6,349 26.b
27. Cumulative foreign currency translation adjustments...................... 3284 13,378 27.
28. Total equity capital (sum of items 23 through 27)........................ 3210 5,117,466 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28).................................... 3300 74,200,906 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most auditors as of any date during 1996................ RCFD 6724 [N/A ] M.1.
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
</TABLE>
<PAGE>
<TABLE>
<S> <C>
standards by a certified public accounting firm which
submits a report on the consolidated holding company 6 = Compilation of the bank's financial statements by external
(but not on the bank separately) auditors
3 = Directors' examination of the bank conducted in 7 = Other audit procedures (excluding tax preparation work)
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by 8 = No external audit work
state chartering authority)
</TABLE>
(1) Includes total demand deposits and noninterest-bearing time and savings
