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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Maytag Corporation
(Name of Issuer)
Common Stock, $1.25 par value per share
(Title of Class of Securities)
57859210
(CUSIP Number)
Gerald A. Weber
Gould & Ratner
222 North LaSalle Street, Suite 800
Chicago, Illinois 60601
312-236-3003
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 13, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-(b)(3) or (4), check the following box[_].
Check the following box if a fee is being paid with this statement[_].
The information required in the remainder of this cover page (the pages numbered
2-12 herein) shall not be deemed to be "filed" for the purpose of Section 18 of
the Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
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CUSIP No. 57859210 13D Page 2 of 9 Pages
- ------------------------------ ----------------------------
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Longview Management Group, LLC
I.R.S. Identification No.: 36-4245844
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SOLE VOTING POWER
7
SHARES 0
----------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 5,350,769
----------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
----------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH 5,350,769
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,350,769
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
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*SEE ITEM 5 OF TEXT BELOW.
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CUSIP No. 57859210 13D Page 3 of 9 Pages
- ------------------------------ -----------------------------
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles H. Goodman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
7
SHARES 0
----------------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
8
OWNED BY 5,350,769
----------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
----------------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER
10
WITH 5,350,769
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,350,769
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [_]
SHARES
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 57859210 13D Page 4 of 9 Pages
- ------------------------- ------------------------------
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Geoffrey F. Grossman, not individually but as Trustee of The Edward Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 5,350,769
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
- --------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,350,769
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,350,769
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
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The Reporting Persons (as defined below) listed on the cover page to this
Schedule 13D hereby make the following Statement pursuant to Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder. This Statement is an amendment and
restatement of the Schedule 13D filed on March 9, 1989 (the "Original Schedule
13D").
ITEM 1. SECURITY AND ISSUER
-------------------
The class of equity securities to which this Statement relates is the
common stock, $1.25 par value per share (the "Common Stock"), of Maytag
Corporation, a Delaware corporation (the "Issuer"). The principal executive
offices of the Issuer are located at 403 West 4th Street North, Newton, Iowa
50208.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This statement is being filed on behalf of (i) Longview Management Group,
LLC ("Longview"); (ii) Charles H. Goodman ("Mr. Goodman") and (iii) Geoffrey F.
Grossman, not individually but solely as Trustee of The Edward Trust ("Mr.
Grossman" and, together with Longview and Mr. Goodman, the "Reporting Persons").
Longview is engaged primarily in the investment advisory business. The
principal place of business and principal offices of Longview are located at 222
N. LaSalle Street, Suite 2000, Chicago, Illinois 60601. Longview manages
investment accounts for clients which include Mr. Goodman and affiliated and
associated persons and entities. Certain clients of Longview hold shares of
Common Stock. Longview has voting and dispositive power over the Common Stock
held in these accounts and, accordingly, is deemed to be the beneficial owner
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), of the Common Stock in such accounts. Except for such deemed
beneficial ownership, or as otherwise described in this statement, Longview does
not own any Common Stock or other securities of the Issuer.
With respect to the other Reporting Persons, Mr. Goodman is the President
of Longview and a Vice President of Henry Crown & Company, diversified
investments, and Mr. Grossman is a Partner of D'Ancona & Pflaum, a Chicago,
Illinois law firm.
The address of each of Longview and Mr. Goodman is 222 N. LaSalle Street,
Suite 2000, Chicago, Illinois 60601. Mr. Grossman's address is 30 North LaSalle
Street, Suite 2900, Chicago, IL 60602.
Appendix A attached to this Statement and incorporated by reference herein
sets forth with respect to each executive officer of Longview, other than Mr.
Goodman, his: (a) name; (b) business address; (c) present principal occupation
or employment and the name, principal business, and address of any corporation
or other organization in which such employment is conducted; and (d)
citizenship.
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During the last five years, none of the Reporting Persons nor any executive
officer or director of Longview has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors). During the last five
years, none of the Reporting Persons nor any executive officer or director of
Longview has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in a judgment, decree or final
order (i) enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) finding a violation with
respect to such laws.
Each natural person listed as Reporting Persons is a citizen of the United
States of America. Longview is a limited liability company formed under the laws
of the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
The securities of the Issuer were acquired by or on behalf of members of
the family of Mr. Goodman, including trusts established by those persons and/or
for their benefit and other entities controlled by them (the "Reporting Person
Family Members and Entities"), in connection with the merger of the Issuer and
Chicago Pacific Corporation. The securities have been held by the Reporting
Person Family Members and Entities for a number of years. No single Reporting
Person Family Member or Entity owns more than 5% of the outstanding shares of
Common Stock of the Issuer.
The Reporting Person Family Members and Entities have, from time to time,
borrowed from brokers through margin accounts at prevailing interest rates, upon
customary terms and conditions, including the pledge of the acquired securities.
These borrowings have generally related to all securities owned by such persons
eligible for margin.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
As of October 13, 1998, Longview entered into investment advisory
agreements pursuant to which it agreed to provide investment advisory services
to certain individuals and entities beneficially owning all of the shares of
Common Stock of the Issuer reported by Longview hereunder, including the
Reporting Person Family Members and Entities. Mr. Goodman is the President of
Longview and serves as its chief executive officer. Mr. Grossman, not
individually but solely as Trustee of The Edward Trust, is the sole equity owner
of Longview. The securities reported hereunder were acquired and are held by the
Reporting Person Family Members and Entities for investment purposes. The
Reporting Person Family Members and Entities have no present plans to acquire
additional securities of the Issuer, or dispose of securities of the Issuer.
Depending on market conditions and other factors that the Reporting Persons and
the Reporting Person Family Members and Entities may deem material to their
investment decision, the Reporting Persons may purchase additional shares of
Common Stock in the open market or in private transactions. Depending on these
same factors, the Reporting Persons and the Reporting Person Family Members and
Entities may sell all or a portion of the shares of Common Stock beneficially
owned by such persons in the open market or in private transactions. None of the
Reporting Persons or, to their knowledge, any other person named in Item 2
above, has any plans or proposals which relate to or would result in any of the
events or transactions described in Item
6
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4(a) - (j) of Schedule 13D. However, Lester Crown, the beneficial owner of
certain shares of Common Stock under management by Longview (representing less
than 5% of the outstanding Common Stock), is a member of the board of directors
of the Issuer and, in such capacity, may from time to time be asked to review or
consider such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) - (b) (i) By virtue of its management of client accounts, including
accounts held for the benefit of certain of the Reporting Persons and Reporting
Person Family Members and Entities, as of April 30, 1999 Longview may be deemed
to beneficially own 5,350,769 shares of Common Stock, representing approximately
6.1% of the outstanding shares of Common Stock, calculated in accordance with
Rule 13d-3 under the Exchange Act (based on 88,419,858 shares of Common Stock
issued and outstanding as of March 31, 1999 as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999). Longview
shares the power to vote and dispose of the 5,350,769 shares of Common Stock
which it may be deemed to beneficially own.
(ii) Mr. Goodman may be deemed to beneficially own an aggregate of
5,350,769 shares of Common Stock as of April 30, 1999, representing in the
aggregate approximately 6.1% of the outstanding shares of Common Stock as of
such date, calculated in accordance with Rule 13d-3 under the Exchange Act, by
virtue of his status as President of Longview. Mr. Goodman shares the power to
vote and dispose of the 5,350,769 shares of Common Stock which he may be deemed
to beneficially own. Mr. Goodman's wife directly owns shares of Common Stock,
and is a general partner or limited partner of certain partnerships that own
shares of Common Stock that are managed by Longview, all of which shares are
reported hereunder as being beneficially owned by Longview and Mr. Goodman. Mr.
Goodman is a general partner of a general partnership that owns shares of Common
Stock that are managed by Longview. Mr. Goodman disclaims beneficial ownership
of the shares of Common Stock reported hereunder in excess of his pecuniary
interest in such shares.
(iii) Geoffrey F. Grossman, not individually but solely as Trustee of The
Edward Trust, may be deemed to beneficially own 5,350,769 shares of Common Stock
on April 30, 1999, representing approximately 6.1% of the outstanding shares of
Common Stock as of such date, calculated in accordance with Rule 13d-3 under the
Exchange Act, by virtue of his status as Trustee of The Edward Trust, the sole
equity owner of Longview. Mr. Grossman, not individually but as Trustee of The
Edward Trust, shares the power to vote and dispose of the 5,350,769 shares of
Common Stock which he may be deemed to beneficially own. Mr. Grossman has no
pecuniary interest in any of the shares he may be deemed to beneficially own.
Mr. Grossman disclaims beneficial ownership of all of the shares reported
hereunder.
(c) During the past 60 days from the date of this Schedule, the only
transaction effected by the Reporting Persons with respect to the Common Stock
was Longview's agreement to provide investment management and investment
advisory services to certain individuals and entities beneficially owning all of
the shares of Common Stock of the Issuer reported by Longview hereunder. To the
knowledge of the Reporting Persons, there were no transactions in
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the Common Stock effected by an executive officer or director or controlling
person of Longview in the past 60 days from the date of this Schedule.
(d) The individuals and entities to which Longview serves as an investment
manager and investment adviser and for whose account the shares of Common Stock
reported hereunder are held have the right to receive dividends from and the
proceeds from the sale of the securities reported hereunder. Mr. Goodman is a
general partner of a general partnership that holds shares of Common Stock for
the benefit of Mr. Goodman and members of his immediate and extended families.
Mr. Goodman does not have the power to receive dividends or sales proceeds from
the shares of Common Stock reported hereunder, except to the extent of his
respective interests in such general partnership. Mr. Grossman, has no right to
receive dividends from and the proceeds from the sale of any of the Shares
reported hereunder.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
As part of its client relationships, Longview has the power to direct the
voting and the disposition of shares of Common Stock owned by its clients,
including certain of the Reporting Persons and Reporting Person Family Members
and Entities, in the accounts that Longview manages, pursuant to investment
advisory agreements. Under such agreements, Longview's compensation in
consideration for its services varies with the value of the assets (including
shares of Common Stock) under its management; provided, however, the maximum
rate of fee shall not exceed 0.75% of the average assets held in such accounts
that Longview manages. None of such agreements, however, require that such
accounts be invested in securities of the Issuer or include in their provisions
any terms specifically relating to or varying with the investment of the
accounts in securities of the Issuer.
Other than (i) the Reporting Persons' investment advisory agreements
entered into with Longview, as described above, (ii) Mr. Goodman's participation
in the management of Longview, (iii) Mr. Grossman's ownership interest in
Longview, not individually but solely as the Trustee of The Edward Trust, and
(iv) Lester Crown's status as a member of the board of directors of the Issuer,
none of the Reporting Persons is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See Exhibit Index appearing elsewhere herein, which is incorporated herein
by reference.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LONGVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Charles H. Goodman
---------------------------
President
CHARLES H. GOODMAN
/s/ Charles H. Goodman
------------------------------
GEOFFREY F. GROSSMAN, Not Individually
But Solely as Trustee of The Edward Trust
/s/ Geoffrey F. Grossman
------------------------------
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APPENDIX A
The following individuals are executive officers Longview. Each individual
is a citizen of the United States, and unless otherwise noted, the business
address of each executive officer of the Reporting Person is 222 N. LaSalle
Street; Suite 2000, Chicago, IL 60601. Neither of the following individuals
owns shares of Common Stock of the Issuer.
NAME TITLE AT LONGVIEW OTHER EMPLOYMENT
Paul A. Dwyer Vice President Vice President, Henry Crown & Company
Richard J. Boberg Vice President Trader, Henry Crown & Company
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EXHIBIT INDEX
NUMBER DESCRIPTION
1. Joint Filing Agreement dated as of June 30, 1999 by and among the
Reporting Persons.
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EXHIBIT 99.1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, each of the undersigned does hereby consent and agree
to the joint filing on behalf of each of them of a Statement on Schedule 13D and
all amendments thereto with respect to the Common Stock, par value $1.25 per
share, beneficially owned by each of them, and to the inclusion of this Joint
Filing Agreement as an exhibit thereto.
June 30, 1999
LONGVIEW CAPITAL MANAGEMENT, LLC
By: /s/ Charles H. Goodman
------------------------
President
CHARLES H. GOODMAN
/s/ Charles H. Goodman
---------------------------
GEOFFREY F. GROSSMAN, Not Individually
But Solely as Trustee of The Edward Trust
/s/ Geoffrey F. Grossman
---------------------------
