<PAGE>
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
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)
__________
EDWARD H. GRAHAM, SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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
__________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after effectiveness of this Registration Statement, 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 MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.25 par value......... 252,239 $60.96875 $15,378,696.53 $4275.28
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Preferred Stock Purchase Rights (3)... 252,239 -- -- None
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</TABLE>
(1) Maximum number of shares which may be offered.
(2) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the
high and low prices per share as reported on the New York Stock Exchange on
April 5, 1999.
(3) Rights initially are carried and traded with the Common Stock. The value
attributable to the Rights, if any, is reflected in the market price of the
Common Stock.
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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>
SUBJECT TO COMPLETION, DATED APRIL 7, 1999
PROSPECTUS
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252,239 SHARES
MAYTAG CORPORATION
COMMON STOCK
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This prospectus relates to 252,239 shares of our Common Stock, par value
$1.25 per share (the "Common Stock"), which are held by the former shareholders
of Jade Refrigeration, Inc., a California corporation, and Stery Mfg., Inc., a
California corporation (collectively, the "Selling Shareholders"). The shares
were delivered by us to the Selling Shareholders in connection with our
acquisition of Jade Refrigeration, Inc. and Stery Mfg., Inc. in February 1999.
We will not receive any proceeds from the sale of the shares by the Selling
Shareholders. We will bear all expenses incurred in connection with this
offering, other than any commissions or discounts paid or allowed by the Selling
Shareholders to underwriters, dealers, brokers or agents.
The Selling Shareholders may offer the shares through public or private
transactions, on or off the New York Stock Exchange, at prevailing market prices
or at privately negotiated prices. See "Plan of Distribution".
Our Common Stock is traded on the New York Stock Exchange under the symbol
"MYG". The last reported sales price of our Common Stock on the New York Stock
Exchange on April 5, 1999 was $61.125 per share.
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.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold 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.
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The date of this Prospectus is , 1999.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
About This Prospectus................................. 2
Where You Can Find More Information................... 2
The Company........................................... 4
Use of Proceeds....................................... 4
Selling Shareholders.................................. 4
Description of Capital Stock and Preferred Stock...... 4
Plan of Distribution.................................. 8
Legal Matters......................................... 8
Experts............................................... 8
</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, the Selling Shareholders may
offer the shares described in this prospectus in one or more offerings. Please
carefully read this prospectus 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 and other information 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, and later
information that we file with the SEC will automatically update and supersede
this information. 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
the offering of the shares is completed:
. 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.
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 filed with the SEC. You may refer to the registration
statement, the exhibits and schedules for more information about us and our
shares. The registration statement, exhibits and schedules are also available at
the SEC's Public Reference Room or through its Web site.
<PAGE>
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 or any supplement. We have not authorized anyone to provide
you with different information. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the cover of the document. The Selling Shareholders are not making an offer
of the shares in any state in which the offer or sale is not permitted.
3
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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
None of the proceeds from the sale of the shares will be received by us.
SELLING SHAREHOLDERS
The shares of Common Stock offered by this prospectus were acquired by the
Selling Shareholders upon the merger of Jade Refrigeration, Inc., a California
corporation, and Stery Mfg., Inc., a California corporation, into Maytag
Merging, Inc., a Delaware corporation and our wholly-owned subsidiary, in
February 1999. The Selling Shareholders are the former holders of all of the
shares of Jade Refrigeration, Inc. and Stery Mfg., Inc. Henry Michrowski,
trustee of The Henry K. Michrowski and Sara Shoshana Michrowski Intervivos Trust
Dated October 27, 1992, is currently employed by Jade Products Company, our
wholly-owned subsidiary. Stephen Bernstein, trustee of The Stephen Roy
Bernstein Intervivos Trust, is currently a consultant to Jade Products Company.
Prior to the merger, neither of the Selling Shareholders had a material
relationship with us. Each of the Selling Shareholders owns less than 1% of our
outstanding Common Stock.
The following table sets forth the number of shares of Common Stock
beneficially owned by the Selling Shareholders as of the date of this
Prospectus. The shares offered by this prospectus may be offered for sale by
the Selling Shareholders from time to time after May 15, 1999. See "Plan of
Distribution".
<TABLE>
<CAPTION>
Number of Shares Number of Shares Number of Shares
Beneficially Owned Registered for Beneficially Owned
Name of Selling Shareholder Prior to Offering Sale Hereby After Offering
- -------------------------------- ----------------- ---------------- ---------------
<S> <C> <C> <C>
The Henry K. Michrowski and
Sara Shoshana Michrowski
Intervivos Trust Dated
October 27, 1992 142,927 124,427 (1)
The Stephen Roy Bernstein
Intervivos Trust 146,312 127,812 (1)
</TABLE>
(1) Because the Selling Shareholders may offer all, some or none of the shares
pursuant to this prospectus, we do not know the exact number of shares that will
be held by the Selling Shareholders after completion of the sale of shares
hereunder. See "Plan of Distribution".
DESCRIPTION OF COMMON STOCK AND
PREFERRED STOCK
The following description of material terms of the shares does not purport to
be complete and is subject to, and is qualified in its entirety by reference to,
our Restated Certificate of Incorporation, as amended to date (the "Certificate
of Incorporation"), our Bylaws, as amended to date, and the Rights Agreement
between us and Harris Trust and Savings Bank, as rights agent, pursuant to which
shares of Series A Junior Participating Preferred Stock ("Series A Preferred
Stock") are issuable. A copy of each of
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<PAGE>
these documents is filed as an exhibit to the registration statement of which
this prospectus is a part, and are incorporated by reference into this
prospectus.
GENERAL
Our Certificate of Incorporation authorizes the issuance of (i) 200,000,000
shares of Common Stock, par value $1.25 per share, of which 88,691,095 were
outstanding and 28,459,498 were held in treasury on March 15, 1999 and (ii)
24,000,000 shares of Preferred Stock, par value $1.00 per share, of which none
are presently outstanding, but 4,000,000 of which have been designated as Series
A Junior Participating Preferred Stock. See "Series A Preferred Stock" below.
Our Board of Directors is authorized to issue preferred stock in various series
with such voting powers, designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
as the Board of Directors may determine in its discretion.
COMMON STOCK
The holders of Common Stock are entitled to one vote per share. Our Board of
Directors is classified and directors are elected to three-year terms with
approximately one-third of the directors elected each year. Holders of Common
Stock have no cumulative voting rights. Subject to the preferential rights of
the holders of any preferred stock, holders of Common Stock are entitled to
receive such dividends as may be declared from time to time by our Board of
Directors in its discretion and to the extent permitted by law. In the event of
our liquidation, and after distribution in full of any preferential amount to be
distributed to the holders of shares of any outstanding shares of preferred
stock, holders of Common Stock are entitled to receive pro rata all of our
remaining assets of whatever kind available for distribution to the
stockholders. The Common Stock has no preemptive or other subscription rights,
and there are no conversion rights or redemption provisions with respect to the
Common Stock.
Our Certificate of Incorporation provides that any merger or consolidation by
us with or into another corporation or any sale, lease, exchange or other
disposition of all or substantially all of our assets to or with any other
corporation, person or other entity must be approved by the affirmative vote of
the holders of at least two-thirds of the outstanding shares of capital stock
issued and outstanding and entitled to vote with respect to the transaction if,
on the record date for the determination of stockholders entitled to vote, the
other corporation, person or entity is the beneficial owner, directly or
indirectly, of 5% or more of the outstanding shares of our capital stock issued
and outstanding and entitled to vote. This provision does not apply if:
. the Board of Directors has approved a "memorandum of understanding" with
the other corporation, person or entity concerning the transaction prior
to the time such other corporation, person or entity became the
beneficial owner of 5% or more of the outstanding shares of our capital
stock, or
. the transaction has been approved by a resolution unanimously adopted by
the whole Board of Directors prior to the consummation of the
transaction.
This provision cannot be amended or rescinded except by the affirmative vote of
the holders of a least two-thirds of the outstanding shares of our capital stock
issued and outstanding and entitled to vote at any regular or special meeting of
the stockholders.
Our Certificate of Incorporation also requires that certain kinds of business
combinations and dispositions of our assets involving any Interested Shareholder
(defined, in general, as the beneficial owner of more than 10% of the voting
power of our capital stock) be approved by the affirmative vote of the holders
of at least 80% of the voting power of the then outstanding shares of our
capital stock entitled to vote generally in the election of directors ("Voting
Stock"), voting together as a single class. This provision does not apply,
however, if:
. the transaction is approved by a majority of our directors who are
unaffiliated with the Interested Shareholder, or
. the consideration paid in the transaction meets certain specified
requirements designed to ensure that all stockholders receive a fair
price for their shares.
This provision cannot be amended or rescinded except by the affirmative vote of
the holders of 80% or more of the voting
5
<PAGE>
power of the then outstanding shares of Voting Stock, voting together as a
single class.
The Common Stock is listed on the New York Stock Exchange. The transfer
agent and registrar for the Common Stock is Harris Trust and Savings Bank,
Chicago, Illinois.
PREFERRED STOCK PURCHASE RIGHTS
We have entered into a Rights Agreement with Harris Trust and Savings Bank,
as Rights Agent. The Rights Agreement creates and specifies the terms of the
Preferred Stock Purchase Rights (the "Rights") described below. Prior to the
redemption or expiration of the Rights, each share of Common Stock issued and
outstanding prior to the Distribution Date (as defined below) will automatically
include a Right (subject to adjustment). Each Right entitles the registered
holder to purchase from us one one-hundredth of a share of Series A Preferred
Stock at a price of $165.00 per one one-hundredth of a share, subject to
adjustment. See "Series A Preferred Stock" below for a description of the
material terms of the Series A Preferred Stock.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), the Rights will be transferred with and only with the Common Stock.
The Distribution Date is defined as the earlier to occur of:
. 10 days following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired
beneficial ownership of 20% or more of our outstanding common stock, or
. 10 business days (or such later date as determined by our Board of
Directors prior to the time that any person or group of affiliated
persons becomes an Acquiring Person) following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership by a
person or group of 20% or more of our outstanding common stock.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any Common Stock certificate will also constitute
the transfer of the Rights associated with the Common Stock represented by the
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will evidence the
Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on May 2, 2008, unless that date is extended or unless the Rights are
earlier redeemed or exchanged by us, in each case, as described below.
The purchase price payable and the number of shares of Series A Preferred
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution under the following
circumstances:
. in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Preferred Stock;
. upon the grant to holders of the Series A Preferred Stock of certain
rights or warrants to subscribe for or purchase Series A Preferred Stock
at a price, or securities convertible into Series A Preferred Stock with
a conversion price, less than the then current market price of the Series
A Preferred Stock; or
. upon the distribution to holders of the Series A Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable
in Series A Preferred Stock) or of subscription rights or warrants (other
than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of a
share of Series A Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Stock or a
stock dividend on the Common Stock payable in Common Stock or subdivisions,
consolidations or combinations of the Common Stock occurring, in any such case,
prior to the Distribution Date.
If we are acquired in a merger or other business combination transaction or
50% or more of our consolidated assets or earning power are sold after a person
or group has become an Acquiring Person, proper provision will be made so that
each
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holder of a Right will thereafter have the right to receive, upon exercise, that
number of shares of Common Stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of the
Right. If any person or group of affiliated or associated persons becomes an
Acquiring Person, proper provision shall be made so that each holder of a Right,
other than Rights beneficially owned by the Acquiring Person (which will
thereafter be void), will thereafter have the right to receive upon exercise
that number of shares of Common Stock having a market value of two times the
exercise price of the Right.
At any time after any person or group becomes an Acquiring Person and prior
to the acquisition by such person or group of 50% or more of the outstanding
shares of Common Stock, our Board of Directors may exchange the Rights (other
than Rights owned by such person or group which will have become void), in whole
or in part, at an exchange ratio of one share of Common Stock, or one one-
hundredth of a share of Series A Preferred Stock (or of a share of a class or
series of the company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Purchase Price. No fractional shares of Series A Preferred Stock will be issued
(other than fractions which are integral multiples of one one-hundredth of a
share of Series A Preferred Stock, which may, at our election, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Series A Preferred Stock on the last trading
day prior to the date of exercise.
At any time prior to the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 20% or more of the outstanding
shares of Common Stock, our Board of Directors may redeem the Rights in whole,
but not in part, at a price of $.01 per Right. The redemption of the Rights may
be made effective at such time on such basis with such conditions as our Board
of Directors in its sole discretion may establish. Immediately upon any
redemption of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the $.01 per Right.
The terms of the Rights may be amended by our Board of Directors without the
consent of the holders of the Rights, including an amendment to lower the
threshold for exercisability of the Rights from 20% to not less than the greater
of:
. any percentage greater than the largest percentage of outstanding shares
of Common Stock then known to us to be beneficially owned by any person
or group of affiliated or associated persons and
. 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no rights
as our stockholder, including, without limitation, the right to vote or to
receive dividends.
SERIES A PREFERRED STOCK
Series A Preferred Stock purchasable upon exercise of the Rights will be,
with respect to the payment of dividends and the distribution of assets, junior
to all series of any other class of our Preferred Stock. Each share of the
Series A Preferred Stock will be nonredeemable and will be entitled to receive a
minimum preferential quarterly dividend of $1.00 per share, but will be entitled
to receive an aggregate dividend of 100 times the quarterly dividend declared
per share of Common Stock. If a liquidation occurs, the holders of the Series A
Preferred Stock will be entitled to receive a minimum liquidation payment of
$100 per share, but will be entitled to receive an aggregate liquidation payment
equal to 100 times the payment made per share of Common Stock. Each share of
the Series A Preferred Stock will have 100 votes, voting together with the
Common Stock. If any merger, consolidation or other transaction in which shares
of Common Stock are exchanged occurs, each share of the Series A Preferred Stock
will be entitled to receive 100 times the amount and type of consideration
received per share of Common Stock. These dividend, liquidation, voting and
exchange rights are protected by customary antidilution provisions. Because of
the nature of the dividend, liquidation and voting rights of the Series A
Preferred Stock, the value of the one one-hundredth interest in a share of
Series A Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.
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<PAGE>
PLAN OF DISTRIBUTION
The Selling Shareholders may offer the shares at various times after May
15, 1999 in one or more of the following transactions:
. in ordinary brokerage transactions (including block trades) on the New
York Stock Exchange;
. in special offerings, negotiated transactions or secondary
distributions;
. in private sales or other private transactions; or
. in a combination of any of the above transactions.
The Selling Shareholders may sell the shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The Selling Shareholders may use broker-dealers to sell the shares. If this
happens, the broker-dealers will either receive discounts or commissions from
the Selling Shareholder, or they will receive commissions from purchasers of
shares for whom they acted as agent. If required, a supplement to this
prospectus will set forth the applicable commission or discount, if any, and the
names of any underwriters, brokers, dealers or agents involved in the sale of
shares. The Selling Shareholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the Common Stock offered hereby
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended, and any profit on the sale of shares by them and any
discounts, commissions, concessions and other compensation received by them may
be deemed to be underwriting discounts and commissions under such Act.
Pursuant to an agreement between us and the Selling Shareholders, we have
agreed to pay certain expenses associated with the preparation and filing of the
registration statement and this prospectus relating to the offering of shares by
the Selling Shareholders. We currently estimate that such expenses will be
approximately $26,000.
We will supply the Selling Shareholders and the New York Stock Exchange
with reasonable quantities of copies of this prospectus.
LEGAL MATTERS
For the purpose of this offering, Edward H. Graham, our Senior Vice
President, General Counsel and Assistant Secretary, will issue an opinion to us
on the validity of the offered shares. 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.
8
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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........... $ 4,275.28
Accounting fees............................................... 5,000.00
Legal fees and expenses....................................... 15,000.00
Miscellaneous................................................. 1,724.72
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Total............................................... $26,000.00
==========
</TABLE>
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*All amounts are estimated except for the Securities and Exchange
Commission registration fee. None of these expenses will be borne by the
Selling Shareholders.
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.
II-1
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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>
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NUMBER DESCRIPTION
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<C> <S>
*4.1 Provisions of the Certificate of Incorporation of the Registrant defining the rights of holders of Common Stock
of the Registrant (incorporated by reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, File No. 001-00655).
*4.2 Certificate of Designations of Series A Junior Participating Preferred Stock of the Registrant (incorporated by
reference to Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the year ended December 31,
1988, File No. 001-00655).
*4.3 Certificate of Increase of Authorized Number Shares of Series A Junior Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 3(c) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988, File No. 001-00655).
*4.4 Certificate of Amendment to Certificate of Designations of Series A Junior Participating Preferred Stock of the
Registrant (incorporated by reference to Exhibit 3(d) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, File No. 001-00655).
*4.5 Provisions of the By-laws of the Registrant defining the rights of the holders of Common Stock of the Registrant
(incorporated by reference to Exhibit 3(e) to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 001-00655).
*4.6 Rights Agreement dated as of February 12, 1998 between the Registrant and Harris Trust and Savings Bank
(incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-A12B dated February 13, 1998, File No.
001-00655).
*4.7 Letter to Shareholders dated February 12, 1998 relating to the adoption of a shareholders rights plan with
attachments (incorporated by reference to Exhibit 1 to the Registrant's Form 8-K dated February 12, 1998, File
No. 001-00655).
5 Opinion of Edward H. Graham, Senior Vice President, General Counsel and Assistant Secretary of Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Edward H. Graham (included in Exhibit 5).
24 Powers of Attorney (contained in the signature page to this Registration Statement).
</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
II-2
<PAGE>
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.
(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.
II-3
<PAGE>
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
By: /s/ LEONARD A. HADLEY
-----------------------------------
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.
SIGNATURE TITLE
--------- -----
/s/ LEONARD A. HADLEY Chairman and Chief Executive
- ----------------------------------
Leonard A. Hadley Officer and Director
(principal executive officer)
/s/ LLOYD D. WARD President and Chief Operating Officer
- ----------------------------------
Lloyd D. Ward and Director
/s/ GERALD J. PRIBANIC Executive Vice President and
- ----------------------------------
Gerald J. Pribanic Chief Financial Officer
(principal financial officer)
II-4
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ STEVEN H. WOOD Vice President, Financial
- ----------------------------------
Steven H. Wood Reporting and Audit and
Chief Accounting Officer
(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
/s/ WAYLAND R. HICKS Director
- ----------------------------------
Wayland R. Hicks
/s/ WILLIAM T. KERR 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
II-5
<PAGE>
EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-3
MAYTAG CORPORATION
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
*4.1 Provisions of the Certificate of Incorporation of Common
Stock of the Registrant (incorporated by reference to Exhibit
3(a) to the Registrant's the Registrant defining the rights
of holders of Annual Report on Form 10-K for the year ended
December 31, 1993, File No. 001-00655).
*4.2 Certificate of Designations of Series A Junior (incorporated
by reference to Exhibit 3(b) to the Participating Preferred
Stock of the Registrant Registrant's Annual Report on Form
10-K for the year ended December 31, 1988, File No.
001-00655).
*4.3 Certificate of Increase of Authorized Number Stock of the
Registrant (incorporated by Shares of Series A Junior
Participating Preferred reference to Exhibit 3(c) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1988, File No. 001-00655).
*4.4 Certificate of Amendment to Certificate of Stock of the
Registrant (incorporated by Designations of Series A Junior
Participating reference to Exhibit 3(d) to the Registrant's
Preferred Annual Report on Form 10-K for the year ended
December 31, 1997, File No. 001-00655).
*4.5 Provisions of the By-laws of the Registrant the Registrant
(incorporated by reference to defining the rights of the
holders of Common Stock Exhibit 3(e) to the Registrant's
Annual Report on of Form 10-K for the year ended December 31,
1998, File No. 001-00655).
*4.6 Rights Agreement dated as of February 12, 1998 Savings Bank
(incorporated by reference to between the Registrant and
Harris Trust and Exhibit 1.1 to the Registrant's Form 8-A12B
dated February 13, 1998, File No. 001-00655).
*4.7 Letter to Shareholders dated February 12, 1998 relating to
the adoption of a shareholders rights plan with attachments
(incorporated by reference to Exhibit 1 to the Registrant's
Form 8-K dated February 12, 1998, File No. 001-00655).
5 Opinion of Edward H. Graham, Senior Vice President, General
Counsel and Assistant Secretary of Registrant.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Edward H. Graham (included in Exhibit 5).
24 Powers of Attorney (contained in the signature page to this
Registration Statement).
Exhibits marked with an asterisk (*) are incorporated by reference to documents
previously filed by the Registrant with the Securities and Exchange Commission,
as indicated.
II-6
<PAGE>
Exhibit 5
April 7, 1999
Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
Ladies and Gentlemen:
I 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 under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the sale and
transfer of up to 252,239 shares of Common Stock, par value $1.25 per share (the
"Shares"), of the Company, together with the associated Preferred Stock Purchase
Rights (the "Rights"), by The Henry K. Michrowski and Sara Shoshana Michrowski
Intervivos Trust Dated October 27, 1992 and The Stephen Roy Bernstein Intervivos
Trust. The terms of the Rights are set forth in the Rights Agreement dated as
of February 12, 1998 (the "Rights Agreement") between the Company and Harris
Trust and Savings Bank.
I am familiar with the proceedings to date with respect to the
proposed sale and transfer of the Shares and the Rights and have examined such
records, documents and questions of law, and have satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for this
opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Shares have been legally issued and are fully paid and
nonassessable.
3. The Rights have been validly issued under the Rights Agreement.
I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
"Blue Sky" laws of the various states to the sale and transfer of the Shares and
the Rights.
<PAGE>
This opinion is limited to the General Corporation Law of the State of
Delaware and the laws of the United States of America.
I hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Edward H. Graham
<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 252,239 shares of Common Stock 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
