UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-655
MAYTAG CORPORATION
A Delaware Corporation I.R.S. Employer Identification No. 42-0401785
403 West Fourth Street North, Newton, Iowa 50208
Registrant's telephone number: 515-792-7000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 2000:
Common Stock, $1.25 par value - 78,385,503
Page 1 of 16<PAGE>
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended March 31, 2000
I N D E X
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income..........................3
Consolidated Balance Sheets................................4
Consolidated Statements of Cash Flows......................6
Notes to Consolidated Financial Statements.................7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk......................................................14
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K..........................15
Signatures................................................16
2<PAGE>
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Consolidated Statements of Income
Three Months Ended
March 31
In thousands except per share data 2000 1999
Net sales $1,095,493 $1,106,186
Cost of sales 781,545 778,849
Gross profit 313,948 327,337
Selling, general and administrative expenses 170,913 173,845
Operating income 143,035 153,492
Interest expense (15,090) (15,379)
Other - net (1,370) 565
Income before income taxes and minority
interest 126,575 138,678
Income taxes 46,200 52,004
Income before minority interest 80,375 86,674
Minority interest (4,452) 342
Net income $ 75,923 $ 87,016
Basic earnings per common share:
Net income $ 0.95 $ 0.98
Diluted earnings per common share:
Net income $ 0.89 $ 0.95
Dividends per common share $ 0.18 $ 0.18
See notes to consolidated financial statements.
3<PAGE>
MAYTAG CORPORATION
Consolidated Balance Sheets
March 31 December 31
In thousands except share data 2000 1999
Assets
Current assets
Cash and cash equivalents $ 20,090 $ 28,815
Accounts receivable 613,622 494,747
Inventories 425,198 404,120
Deferred income taxes 35,482 35,484
Other current assets 37,945 58,350
Total current assets 1,132,337 1,021,516
Noncurrent assets
Deferred income taxes 112,600 106,600
Prepaid pension cost 1,513 1,487
Intangible pension asset 48,668 48,668
Other intangibles 423,547 427,212
Other noncurrent assets 54,970 54,896
Total noncurrent assets 641,298 638,863
Property, plant and equipment
Property, plant and equipment 2,104,675 2,065,850
Less allowance for depreciation 1,127,844 1,089,742
Total property, plant and equipment 976,831 976,108
Total assets $ 2,750,466 $ 2,636,487
See notes to consolidated financial statements.
4<PAGE>
MAYTAG CORPORATION
Consolidated Balance Sheets - Continued
March 31 December 31
In thousands except share data 2000 1999
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 182,472 $ 133,041
Accounts payable 270,751 277,780
Compensation to employees 63,216 77,655
Accrued liabilities 208,544 194,074
Income taxes payable 42,328
Current portion of long-term debt 170,335 170,473
Total current liabilities 937,646 853,023
Noncurrent liabilities
Deferred income taxes 20,255 22,842
Long-term debt, less current portion 509,033 337,764
Postretirement benefit liability 471,228 467,386
Accrued pension cost 66,464 56,528
Other noncurrent liabilities 98,833 101,776
Total noncurrent liabilities 1,165,813 986,296
Company obligated mandatorily redeemable
preferred capital securities of
subsidiary trust holding solely the
Company's debentures 200,000 200,000
Minority interests 169,404 169,788
Shareowners' equity
Preferred stock:
Authorized - 24,000,000 shares
(par value $1.00)
Issued - none
Common stock:
Authorized - 200,000,000 shares
(par value $1.25)
Issued - 117,150,593 shares,
including shares in treasury 146,438 146,438
Additional paid-in capital 493,516 503,346
Retained earnings 1,087,894 1,026,288
Cost of Common stock in treasury
(2000 - 38,768,351 shares;
1999 - 34,626,316 shares) (1,395,899) (1,190,894)
Employee stock plans (34,407) (38,836)
Accumulated other comprehensive income (19,939) (18,962)
Total shareowners' equity 277,603 427,380
Total liabilities and shareowners'
equity $ 2,750,466 $ 2,636,487
See notes to consolidated financial statements.
5<PAGE>
MAYTAG CORPORATION
Consolidated Statements of Cash Flows
Three Months Ended
March 31
In thousands 2000 1999
Operating activities
Net income $ 75,923 $ 87,016
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 4,452 (342)
Depreciation 36,786 34,296
Amortization 3,665 3,494
Deferred income taxes (8,585) (3,623)
Changes in working capital items exclusive
of business acquisitions:
Accounts receivable (118,874) (96,755)
Inventories (21,079) (27,764)
Other current assets 20,405 12,924
Other current liabilities 43,801 29,407
Pension assets and liabilities 9,909 6,369
Postretirement benefit liability 3,842 2,987
Other - net (4,603) (5,497)
Net cash provided by operating activities 45,642 42,512
Investing activities
Capital expenditures (36,878) (32,180)
Business acquisitions (3,551)
Total investing activities (36,878) (35,731)
Financing activities
Proceeds from issuance of notes payable 50,277 52,392
Repayment of notes payable (846) (9)
Proceeds from issuance of long-term debt 175,000 24,000
Repayment of long-term debt (3,870) (6,089)
Stock repurchases (208,723) (73,852)
Forward stock purchase amendment (9,595)
Stock options exercised and other common stock
transactions (477) 15,572
Dividends on common stock (14,317) (16,035)
Dividends on minority interest (4,918) (1,853)
Total financing activities (17,469) (5,874)
Effect of exchange rates on cash (20) 392
Increase in cash and cash equivalents (8,725) 1,299
Cash and cash equivalents at beginning of period 28,815 28,642
Cash and cash equivalents at end of period $ 20,090 $ 29,941
See notes to consolidated financial statements.
6<PAGE>
MAYTAG CORPORATION
Notes to Consolidated Financial Statements
March 31, 2000
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the
three month period ended March 31, 2000 are not necessarily indicative of the
results that are expected for the year ending December 31, 2000. For further
information, refer to the consolidated financial statements and footnotes
included in the Maytag Corporation annual report on Form 10-K for the year ended
December 31, 1999.
NOTE B--COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax, for the first
quarter of 2000 and 1999 are as follows:
Three Months Ended
March 31
In thousands 2000 1999
Net income $ 75,923 $ 87,016
Unrealized gains (losses) on securities (1,023) 423
Foreign currency translation 46 626
Comprehensive income $ 74,946 $ 88,065
The components of accumulated other comprehensive income, net of related tax are
as follows:
March 31 December 31
In thousands 2000 1999
Minimum pension liability adjustment $ (4,430) $ (4,430)
Unrealized losses on securities (6,556) (5,533)
Foreign currency translation (8,953) (8,999)
Accumulated other comprehensive income $ (19,939) $ (18,962)
NOTE C--INVENTORIES
Inventories consisted of the following:
March 31 December 31
In thousands 2000 1999
Raw materials $ 66,641 $ 66,731
Work in process 70,688 72,162
Finished products 360,293 335,844
Supplies 7,905 9,615
Total FIFO cost 505,527 484,352
Less excess of FIFO cost over LIFO 80,329 80,232
Inventories $ 425,198 $ 404,120
7<PAGE>
NOTE D--EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
March 31
In thousands except per share data 2000 1999
Numerator for basic and diluted earnings
per share -- net income $ 75,923 $ 87,016
Denominator for basic earnings per share
-- weighted-average shares 80,151 88,686
Effect of dilutive securities:
Stock option plans 906 1,822
Restricted stock awards 92 141
Put options 4,266
Forward stock purchase contract 605
Potential dilutive common shares 5,264 2,568
Denominator for diluted earnings per
share -- adjusted weighted-average
shares 85,415 91,254
Basic earnings per share $ 0.95 $ 0.98
Diluted earnings per share $ 0.89 $ 0.95
NOTE E--CONTINGENCIES
Maytag has contingent liabilities arising in the normal course of business,
including: guarantees, repurchase agreements, pending litigation, environmental
remediation, taxes and other claims which are not considered to be significant
in relation to Maytag's consolidated financial position.
NOTE F--SEGMENT REPORTING
Maytag has three reportable segments: home appliances, commercial appliances and
international appliances. Maytag's home appliances segment manufactures major
appliances (laundry products, dishwashers, refrigerators, cooking appliances)
and floor care products. These products are sold primarily to major national
retailers and independent retail dealers in North America and targeted
international markets.
Maytag's commercial appliances segment manufactures commercial cooking and
vending equipment. These products are sold primarily to distributors, soft
drink bottlers, restaurant chains and dealers in North America and targeted
international markets.
The international appliances segment consists of Maytag's 50.5 percent
owned joint venture in China, Rongshida-Maytag, which manufactures laundry
products and refrigerators. These products are sold primarily to department
stores and distributors in China.
Maytag's reportable segments are distinguished by the nature of products
manufactured and sold and types of customers. Maytag's home appliances segment
has been further defined based on distinct geographical locations.
8<PAGE>
Financial information for Maytag's reportable segments consisted of the
following:
Three Months Ended
March 31
In thousands 2000 1999
Net sales
Home appliances $ 953,426 $ 926,448
Commercial appliances 111,135 136,746
International appliances 30,932 42,992
Consolidated total $ 1,095,493 $ 1,106,186
Operating income
Home appliances $ 146,009 $ 148,366
Commercial appliances 7,410 18,033
International appliances (170) (3,083)
Total for reportable segments 153,249 163,316
Corporate (10,214) (9,824)
Consolidated total $ 143,035 $ 153,492
March 31 December 31
In thousands 2000 1999
Total assets
Home appliances $ 1,893,462 $ 1,792,185
Commercial appliances 283,173 272,506
International appliances 243,289 249,581
Total for reportable segments 2,419,924 2,314,272
Corporate 330,542 322,215
Consolidated total $ 2,750,466 $ 2,636,487
The reconciliation of segment profit to consolidated income before income
taxes and minority interest consisted of the following:
Three Months Ended
March 31
In thousands 2000 1999
Total operating income for reportable
segments $ 153,249 $ 163,316
Corporate (10,214) (9,824)
Interest expense (15,090) (15,379)
Other - net (1,370) 565
Consolidated income before income
taxes and minority interest $ 126,575 $ 138,678
9<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 2000 with 1999
Maytag Corporation ("Maytag") has three reportable segments: home appliances,
commercial appliances and international appliances. (See discussion and
financial information about Maytag's reportable segments in "SEGMENT REPORTING"
section of the Notes to Consolidated Financial Statements.)
Net Sales: Consolidated net sales were $1.095 billion in the first quarter of
2000, a decrease of 1 percent compared to the same period in 1999.
Home appliances net sales, which include major appliances and floor care
products, increased 3 percent in the first quarter of 2000 compared to 1999.
The net sales increase was due primarily to increased sales of floor care
products and export sales. Industry growth was strong in the first quarter for
both major appliances and floor care products. During the second half of the
year, Maytag expects revenue growth from the introduction of new products in
several categories and through new distribution initiatives.
Commercial appliances net sales, which include vending and foodservice
equipment, decreased 19 percent from the first quarter of 1999. The net sales
decrease was due primarily to the expected decrease in vending equipment sales
to a single major customer channel as well as a softening in industry demand.
The decline in industry demand is expected to continue through the first half of
the year and may continue through most of 2000. Maytag expects to introduce new
commercial appliances products during the second half of the year.
Net sales of international appliances, which consists of Maytag's 50.5
percent owned joint venture in China, were down 28 percent in the first quarter
of 2000 from the same period in 1999. The sales decrease was attributable to
lower laundry sales volume.
Gross Profit: Consolidated gross profit as a percent of sales decreased to 28.7
percent of sales in the first quarter of 2000 from 29.6 percent of sales in the
first quarter of 1999. The decrease in gross margin was due primarily to higher
warranty and research and development costs. Maytag expects warranty cost to
trend downward in the second half of the year and expects the trend in research
and development costs to continue as it invests in new product development.
Maytag expects raw material prices in 2000 to be slightly higher than 1999
levels.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were approximately the same in the first quarter of 2000
compared to 1999 at 15.6 percent of sales and 15.7 percent of sales,
respectively.
Operating Income: Consolidated operating income for the first quarter of 2000
decreased 7 percent to $143 million, or 13.1 percent of sales, compared to $153
million, or 13.9 percent of sales, in the same period in 1999.
Home appliances operating income decreased 2 percent in the first quarter
of 2000 compared to 1999. Operating margin for the first quarter of 2000 was
15.3 percent of sales compared to 16 percent of sales in 1999. The decrease in
operating margin was due primarily to the decrease in gross profit margins
discussed above.
Commercial appliances operating income decreased 59 percent in the first
quarter of 2000 compared to 1999. Operating margin for the first quarter of
2000 was 6.7 percent of sales compared to 13.2 percent of sales in 1999. The
decrease in operating margin was due primarily to the decrease in sales
10<PAGE>
discussed above as well as increased research and development spending related
to rapid cook product development.
International appliances reported an operating loss of $0.2 million in the
first quarter of 2000 compared to an operating loss of $3 million in the first
quarter of 1999. The decrease in operating loss was due to 1999 including
special provisions primarily related to uncollectible accounts receivable. The
economic environment in China and the Asian region continues to adversely impact
the operations of Rongshida-Maytag. Inventory levels of Rongshida-Maytag
continue at higher than planned levels.
Interest Expense: Interest expense for the first quarter of 2000 was 2 percent
lower than the first quarter of 1999 primarily due to lower interest rates.
Income Taxes: The effective tax rate for the first quarter of 2000 was 36.5
percent, a slight improvement from the 37.5 percent effective tax rate in the
first quarter of 1999.
Minority Interest: Minority interest increased by $4.8 million from the first
quarter of 1999 primarily because of the financing transactions that established
the Maytag Capital Trusts in the second half of 1999. For the first quarter of
2000, minority interest of $4.5 million consisted of the income attributable to
the noncontrolling interests of Anvil Technologies LLC of $1.9 million and
Maytag Capital Trusts of $3.0 million and the loss attributable to the
noncontrolling interest of Rongshida-Maytag of $0.4 million. In the first
quarter of 1999, minority interest consisted of the income attributable to the
noncontrolling interest of Anvil Technologies LLC of $1.9 million and the loss
attributable to the noncontrolling interest of Rongshida-Maytag of $2.2 million.
Net Income: Net income for the first quarter of 2000 was $75.9 million, or
$0.89 diluted earnings per share, compared to net income of $87 million, or
$0.95 diluted earnings per share in 1999. The decrease in net income was due
primarily to the decrease in operating income and increase in minority interest
discussed above. The decrease in diluted earnings per share was due to the
decrease in net income partially offset by the positive effect of Maytag's share
repurchase program. (See discussion of the share repurchase program in
"Liquidity and Capital Resources" section of this Management's Discussion and
Analysis.)
Liquidity and Capital Resources
Maytag's primary sources of liquidity are cash provided by operating activities
and borrowings. Detailed information on Maytag's cash flows is presented in the
Condensed Consolidated Statements of Cash Flows.
Net Cash Provided by Operating Activities: Cash flow provided by operating
activities consists primarily of net income adjusted for certain non-cash items,
changes in working capital items, and changes in pension assets and liabilities
and postretirement benefits. Non-cash items include depreciation and
amortization and deferred income taxes. Working capital items consist primarily
of accounts receivable, inventories, other current assets and other current
liabilities.
Net cash provided by operating activities increased marginally in the first
quarter of 2000 compared to the first quarter of 1999.
A portion of Maytag's accounts receivable is concentrated among major
national retailers. A significant loss of business with any of these retailers
could have an adverse impact on Maytag's ongoing operations.
Total Investing Activities: Maytag continually invests in its businesses for
11<PAGE>
new product designs, cost reduction programs, replacement of equipment, capacity
expansion and government mandated product requirements.
Capital expenditures in the first quarter of 2000 were $37 million compared
to $32 million in the first quarter of 1999. Maytag plans to invest
approximately $190 million in capital expenditures in 2000.
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade, a manufacturer of commercial ranges, refrigerators and residential ranges,
for approximately $19 million. In connection with the purchase, Maytag retired
debt and incurred transaction costs of $3.6 million and issued approximately 290
thousand shares of Maytag common stock at a value of $15.6 million. The
acquisition was accounted for as a purchase, and the results of its operation
have been included in the consolidated financial statements since the date of
acquisition.
Total Financing Activities: Dividend payments on Maytag's common stock in the
first quarter of 2000 were $14 million, or $0.18 per share, compared to $16
million, or $0.18 per share in 1999.
During the first quarter of 2000, Maytag repurchased 4.2 million shares at
a cost of $209 million. As of March 31, 2000, there were approximately 17
million shares which may be repurchased under existing board authorizations of
which 8 million shares are committed under put options contracts, if such
options are exercised. (See discussion of these put option contracts below.)
Maytag plans to continue the repurchase of shares over a non-specified period of
time.
During the first quarter of 2000, Maytag settled the forward stock purchase
contract associated with four million shares before its maturity date for $9.6
million. Maytag originally entered into the forward stock purchase contract
during 1997.
In connection with the share repurchase program, Maytag sells put options
which give the purchaser the right to sell shares of Maytag's common stock to
Maytag at specified prices upon exercise of the options. The put option
contracts allow Maytag to determine the method of settlement. Maytag's
objective in selling put options is to reduce the average price of repurchased
shares. As of March 31, 2000, there were 8 million put options outstanding with
strike prices ranging from $37.00 to $73.06; the weighted-average strike price
was $52.62.
Any funding requirements for future investing and financing activities in
excess of cash on hand and generated from operations will be supplemented by
borrowings. Maytag s commercial paper program is supported by a credit
agreement with a consortium of banks which provides revolving credit facilities
totaling $400 million. This agreement expires June 29, 2001 and includes
covenants for interest coverage and leverage which Maytag was in compliance with
at March 31, 2000. In 1999 Maytag filed a shelf registration statement with the
Securities and Exchange Commission providing the ability to issue an aggregate
of $400 million of debt securities of which $185 million was available as of
March 31, 2000. Maytag expects to issue these securities over a non-specified
period of time and expects to use the net proceeds from the sale of the
securities for general corporate purposes, including the funding of share
repurchases (including obligations under forward contracts and put options as
discussed above), capital expenditures, working capital, repayment or reduction
of long-term and short-term debt and the financing of acquisitions.
Maytag explores and may periodically implement arrangements to adjust its
obligations under various stock repurchase arrangements, including the
arrangements described above.
Market Risks
Maytag is exposed to foreign currency exchange risk related to its transactions,
12<PAGE>
assets and liabilities denominated in foreign currencies. To manage certain
foreign exchange exposures, Maytag enters into foreign currency forward and
option contracts. Maytag s policy is to hedge a portion of its anticipated
foreign currency denominated export sales transactions, which are denominated
primarily in Canadian dollars, for periods not exceeding twelve months.
Maytag also is exposed to commodity price risk related to Maytag's purchase
of selected commodities used in the manufacture of its products. To reduce the
effect of changing raw material prices for select commodities, Maytag has
entered into long-term contracts and commodity swap agreements with terms not
exceeding two years, to hedge a portion of its anticipated raw material
purchases on selected commodities.
Maytag also is exposed to interest rate risk in the portfolio of Maytag s
debt. The Company uses interest rate swap contracts to adjust the proportion of
total debt that is subject to variable and fixed interest rates. The swaps
involve the exchange of fixed and variable rate payments without exchanging the
notional principal amount.
There have been no material changes in the reported market risks of Maytag
since December 31, 1999. See further discussion of these market risks and
related financial instruments in the Maytag Corporation annual report on Form
10-K for the year ended December 31, 1999.
Contingencies
Maytag has contingent liabilities arising in the normal course of business or
from operations which have been discontinued or divested. (See discussion of
these contingent liabilities in "CONTINGENCIES" section of the Notes to
Consolidated Financial Statements.)
Forward-Looking Statements
This Management s Discussion and Analysis contains statements which are not
historical facts and are considered "forward-looking" within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are identified by their use of the terms: "expects," "intends," "may
impact," "plans," "should" or similar terms. These forward-looking statements
involve a number of risks and uncertainties that may cause actual results to
differ materially from expected results. These risks and uncertainties include,
but are not limited to, the following: business conditions and growth of
industries in which Maytag competes, including changes in economic conditions in
the geographic areas where Maytag s operations exist or products are sold;
timing, start-up and customer acceptance of newly designed products; shortages
of manufacturing capacity; competitive factors, such as price competition and
new product introductions; significant loss of business from a major national
retailer; the cost and availability of raw materials and purchased components;
union labor negotiations; progress on capital projects; the impact of business
acquisitions or dispositions; the costs of complying with governmental
regulations; level of share repurchases; litigation and other risk factors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
See discussion of quantitative and qualitative disclosures about market risk in
"Market Risks" section of Management's Discussion and Analysis.
13<PAGE>
MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
March 31, 2000
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
( 3) By-Laws of Registrant, as revised through February 10, 2000
(27) Financial Data Schedule - Quarter Ended March 31, 2000
(b) Reports on Form 8-K
Maytag filed a Form 8-K dated February 14, 2000 under Item 5, Other Events,
confirming its lower first quarter earnings expectations as well as its
alliance agreement with SANYO Electric Co., Ltd.
14<PAGE>
MAYTAG CORPORATION
Signatures
March 31, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MAYTAG CORPORATION
Date: May 10, 2000
Gerald J. Pribanic
Executive Vice President and
Chief Financial Officer
Steven H. Wood
Vice President, Financial
Reporting and Audit and Chief
Accounting Officer
15<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 20,000
<SECURITIES> 0
<RECEIVABLES> 636,973
<ALLOWANCES> 23,351
<INVENTORY> 425,198
<CURRENT-ASSETS> 1,132,337
<PP&E> 2,104,675
<DEPRECIATION> 1,127,844
<TOTAL-ASSETS> 2,750,466
<CURRENT-LIABILITIES> 937,646
<BONDS> 509,033
0
0
<COMMON> 146,438
<OTHER-SE> 131,165
<TOTAL-LIABILITY-AND-EQUITY> 2,750,466
<SALES> 1,095,493
<TOTAL-REVENUES> 1,095,493
<CGS> 781,545
<TOTAL-COSTS> 781,545
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,499
<INTEREST-EXPENSE> 15,090
<INCOME-PRETAX> 126,575
<INCOME-TAX> 46,200
<INCOME-CONTINUING> 75,923
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 75,923
<EPS-BASIC> .95
<EPS-DILUTED> .89
</TABLE>
MAYTAG CORPORATION
A Delaware Corporation
BYLAWS
Revised as of February 10, 2000<PAGE>
MAYTAG CORPORATION
BYLAWS
Offices
1. The registered office shall be in the City of Wilmington, County of
New Castle, State of Delaware, and the name of the registered agent in
charge thereof is the Corporation Trust Company. The corporation may also
have an office in the City of Newton, Jasper County, State of Iowa, and
also offices at such other places as the board of directors may from time
to time appoint or the business of the corporation may require.
Seal
2. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware."
Stockholders Meetings
3. Meetings of the stockholders may be held at such place as shall be
determined by resolution of the board of directors.
4. An annual meeting of the stockholders shall be held on such date
and at such time and place as shall be fixed by resolution of the board of
directors. Any previously scheduled annual or special meeting of the
stockholders may be postponed by resolution of the board of directors upon
public notice given prior to the date previously scheduled for such meeting
of stockholders. At the annual meeting the stockholders shall elect
directors of the class for which the term expires on such date and shall
transact such other business as may properly be brought before the meeting.
Except as otherwise provided by statute or the Certificate of
Incorporation, the only business which properly shall be conducted at any
annual meeting of the stockholders shall (i) have been specified in the
written notice of the meeting (or any supplement thereto) given as provided
in Bylaw 7, (ii) be brought before the meeting by or at the direction of
the Board of Directors or the officer of the corporation presiding at the
meeting or (iii) have been specified in a written notice (a "Stockholder
Meeting Notice") given to the corporation, in accordance with all of the
following requirements, by or on behalf of any stockholder who is entitled
to vote at such meeting. Each Stockholder Meeting Notice must be delivered
personally to, or be mailed to and received by, the secretary of the
corporation at the principal executive offices of the corporation, in<PAGE>
- 2 -
Newton, Iowa, not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced
by more than 30 days or delayed by more than 60 days from such anniversary
date, the Stockholder Meeting Notice to be timely must be so delivered not
earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. For purposes of these Bylaws,
"public announcement" shall mean disclosure in a press release reported by
the Dow Jones News Service, Associated Press or comparable national news
service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Securities Exchange Act of 1934, as amended. Each Stockholder Meeting
Notice shall set forth: (i) a description of each item of business
proposed to be brought before the meeting and the reasons for conducting
such business at the annual meeting; (ii) the name and record address of
the stockholder proposing to bring such item of business before the
meeting; (iii) the class and number of shares of stock held of record,
owned beneficially and represented by proxy by such stockholder as of the
record date for the meeting (if such date shall then have been made
publicly available) and as of the date of such Stockholder Meeting Notice
and; (iv) all other information which would be required to be included in a
proxy statement filed with the Securities and Exchange Commission if, with
respect to any such item of business, such stockholder were a participant
in a solicitation subject to Section 14 of the Securities Exchange Act of
1934 as amended. No business shall be brought before any annual meeting of
stockholders of the corporation otherwise than as provided in this Bylaw 4;
provided, however, that nothing contained in this Bylaw 4 shall be deemed
to preclude discussion by any stockholder of any business properly brought
before the annual meeting. The officer of the corporation presiding at the
annual meeting of stockholders shall, if the facts so warrant, determine
that business was not properly brought before the meeting in accordance
with the provisions of this Bylaw 4 and, if he should so determine, he
should so declare to the meeting and any such business so determined to be
not properly brought before the meeting shall not be transacted.
5. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided
by law, by the Certificate of Incorporation or by these Bylaws. The
officer of the corporation presiding at the meeting or a majority of the
shares so represented may adjourn the meeting from time to time, whether or
not there is such a quorum present. Notice of the time or place of an
adjourned meeting shall be given only as required by law. The stockholders
present at a duly called meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of sufficient stockholders to
constitute the remaining stockholders less than a quorum. At such
adjourned meeting at which the requisite amount of voting stock shall be
represented any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
<PAGE>
- 3 -
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
6. At each meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person or may authorize another
person or persons to act for such stockholder as proxy by the methods
provided in Section 212 of the General Corporation Law of the State of
Delaware, as in effect from time to time. No such proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
corporation. The vote for directors, and upon the demand of any
stockholder, the vote upon any question before the meeting, shall be by
ballot. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, in all
matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the
stockholders.
7. Written notice of the annual meeting shall be prepared and mailed
by the corporation to each stockholder entitled to vote thereat at such
address as appears on the stock book of the corporation at least ten and
not more than sixty days prior to the meeting.
8. A complete list of the stockholders entitled to vote at the
ensuing meeting, arranged in alphabetical order, with the address of each,
and the number of voting shares held by each, shall be prepared by the
secretary and filed in the office where the meeting is to be held, at least
ten days before every meeting of stockholders, and shall, during the usual
hours of business during such ten day period, and during the whole time of
said meeting of stockholders, be open to the examination of any stockholder
for any purpose germane to the meeting.
9. Special meetings of stockholders of the corporation may be called
only by the board of directors pursuant to a resolution approved by a
majority of the whole board of directors. Any previously scheduled annual
or special meeting of the stockholders may be postponed by resolution of
the board of directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders. This Bylaw 9 may
not be amended or rescinded except by the affirmative vote of the holders
of at least two-thirds of the stock of the corporation issued and
outstanding and entitled to vote, at any regular or special meeting of the
stockholders if notice of the proposed alteration or amendment be contained
in the notice of meeting.
10. Business transacted at all special meetings shall be confined to
the objects stated in the notice of the special meeting. Written notice of
a special meeting of stockholders stating the time and place and object<PAGE>
- 4 -
thereof shall be prepared and mailed by the corporation, postage prepaid,
at least ten and not more than sixty days before such meeting, to each
stockholder entitled to vote thereat at such address as appears on the
books of the corporation.
11. The board of directors by resolution shall appoint one or more in-
spectors, which inspector or inspectors may include individuals who serve
the corporation in other capacities, including, without limitation, as
officers, employees, agents or representatives of the corporation, to act
at a meeting of stockholders and make a written report thereof. One or
more persons may be designated by the board of directors as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the officer appointed to act or is able to act at a meeting
of stockholders, the officer of the corporation presiding at the meeting
shall appoint one or more inspectors to act at the meeting. Each
inspector, before discharging his or her duties, shall take and sign an
oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his or her ability. The inspectors shall have
the duties prescribed by law.
The officer of the corporation presiding at the meeting shall fix
and announce at the meeting the date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote
at the meeting.
Directors
12. The property and business of this corporation shall be managed by
its board of directors. Except as otherwise provided in these Bylaws or by
law, the directors of the corporation shall be elected at the annual
meeting of stockholders in each year. The number of directors which shall
constitute the whole board of directors shall be at least three and such
number may be fixed from time to time by a majority of the whole board, or
if the number is not so fixed, the number shall be eleven. The directors of
the corporation shall be divided into three classes, each class to consist,
as nearly as may be, of one-third of the number of directors then
constituting the whole board of directors.
At the 1977 Annual Meeting of Stockholders,
(a) one-third of the number of directors shall be elected to
serve until the 1978 Annual Meeting of Stockholders;
(b) one-third of the number of directors shall be elected to
serve until the 1979 Annual Meeting of Stockholders; and
(c) one-third of the number of directors shall be elected to
serve until the 1980 Annual Meeting of Stockholders, and until their
successors shall be duly elected and qualified.<PAGE>
- 5 -
At each annual election of directors after the 1977 Annual
Meeting of stockholders, the successors to the directors of each class
whose term shall expire in that year shall be elected to hold office for a
term of three years from the date of their election and until their
successors shall be duly elected and qualified. In the case of any increase
or decrease in the number of directors, the increase or decrease shall be
distributed among the several classes as nearly equally as possible, as
shall be determined by a majority of the whole board at the time of such
increase or decrease.
This Section 12 may not be amended or rescinded except by the
affirmative vote of the holders of at least two-thirds of the stock of the
corporation issued and outstanding and entitled to vote, at any regular or
special meeting of the stockholders if notice of the proposed alteration or
amendment be contained in the notice of the meeting.
13. The directors may hold their meetings and have one or more
offices, and keep the books of the corporation outside of Delaware, at the
office of the corporation in the city of Newton, Iowa, or at such other
places as they may from time to time determine.
14. In addition to the powers and authorities by these Bylaws
expressly conferred upon them, the board may exercise all such powers of
the corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by stockholders.
14A. Except as otherwise fixed pursuant to the Certificate of
Incorporation relating to the rights of the holders of any one or more
classes or series of Preferred Stock issued by the corporation, acting
separately by class or series, to elect, under specified circumstances,
directors at a meeting of stockholders, nominations for the election of
directors may be made by the board of directors or a committee appointed by
the board of directors or by any stockholder entitled to vote in the
election of directors generally. However, any stockholder entitled to vote
in the election of directors generally may nominate one or more persons for
election as directors at any annual meeting only if written notice of such
stockholder's intent to make such nomination or nominations has been
delivered personally to, or been mailed to and received by, the secretary
of the corporation at the principal executive offices of the corporation in
Newton, Iowa, not less than 90 days nor more than 120 days prior to the
first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is advanced
by more than 30 days or delayed by more than 60 days from such anniversary
date, notice by the stockholder to be timely must be so delivered not
earlier than the 120th day prior to such annual meeting and not later than
the close of business on the later of the 90th day prior to such annual
meeting or the 10th day following the day on which public announcement of
the date of such meeting is first made. Each such notice shall set forth:
(i) the name and record address of the stockholder who intends to make the
nomination; (ii) the name, age, principal occupation or employment,
business address and residence address of the person or persons to be<PAGE>
- 6 -
nominated; (iii) the class and number of shares of stock held of record,
owned beneficially and represented by Proxy by such stockholder and by the
person or persons to be nominated as of the date of such notice; (iv) a
representation that the stockholder intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice;
(v) a description of all arrangements or understandings between such
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to
be made by such stockholder; (vi) such other information regarding each
nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the Securities Exchange Act of 1934, as
amended, and the proxy rules of the Securities and Exchange Commission; and
(vii) the consent of each nominee to serve as a director of the corporation
if so elected. The corporation may require any proposed nominee to furnish
such other information as may reasonably be required by the corporation to
determine the eligibility of such proposed nominee to serve as a director
of the corporation. Notwithstanding anything in the second sentence of
this Bylaw 14A to the contrary, in the event that the number of directors
to be elected to the board of directors of the corporation is increased and
there is no public announcement naming all of the nominees for director or
specifying the size of the increased board of directors made by the
corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a stockholder's notice required by this
Bylaw 14A shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the secretary at the principal executive offices of the
corporation, in Newton, Iowa, not later than the close of business on the
10th day following the day on which such public announcement is first made
by the corporation. The officer of the corporation presiding at the annual
meeting of stockholders shall, if the facts so warrant, determine that a
nomination was not made in accordance with the provisions of this Bylaw
14A, and if he should so determine, he should so declare to the meeting and
the defective nomination shall be disregarded.
Nominations of persons for election to the board of directors may be
made at a special meeting of stockholders at which directors are to be
elected pursuant to the corporation's notice of meeting (a) by or at the
direction of the board of directors or (b) provided that the board of
directors has determined that directors shall be elected at such meeting,
by any stockholder of the corporation who is a stockholder of record at the
time of giving of notice provided for in this Bylaw 14A, who shall be
entitled to vote at the meeting and who complies with the notice procedures
set forth in this Bylaw 14A. In the event the corporation calls a special
meeting of stockholders for the purpose of electing one or more directors
to the board, any such stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the
corporation's notice of meeting, if the stockholder's notice required by
the first paragraph of this Bylaw 14A shall be delivered to the secretary
at the principal executive offices of the corporation not earlier than the
90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the
10th day following the day on which public announcement is first made of<PAGE>
- 7 -
the date of the special meeting and of the nominees proposed by the board
of directors to be elected at such meeting.
No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in
these Bylaws.
Notwithstanding the provisions of Bylaw 4 and this Bylaw 14A, a
stockholder shall also comply with all applicable requirements of the
Securities and Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in Bylaw 4 and
this Bylaw 14A. Nothing in Bylaw 4 and this Bylaw 14A shall be deemed to
affect any rights of stockholders to request inclusion of proposals in the
corporation's proxy statement pursuant to Rule 14a-8 under the Securities
and Exchange Act of 1934, as amended.
Executive Committee
15. There may be an executive committee of two or more directors
designated by resolution passed by a majority of the whole board. Said
committee may meet at stated times, or on notice to all by any of their own
number. During the intervals between meetings of the board such committee
shall advise with and aid the officers of the corporation in all matters
concerning its interests and the management of its business, and generally
perform such duties and exercise such powers as may be directed or
delegated by the board of directors from time to time. The board may
delegate to such committee authority to exercise all the powers of the
board excepting power to amend the Bylaws, while the board is not in
session. Vacancies in the membership of the committee shall be filled by
the board of directors at a regular meeting or at a special meeting called
for that purpose.
16. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.
Compensation of Directors
17. Directors who as officers or employees of the corporation receive
compensation from it shall not receive any stated compensation for their
services as directors; but by resolution of the board reasonable
compensation for attendance at board meetings may be allowed and paid.
Directors who do not receive compensation from the corporation for
employment with it in the capacity of an officer or employee shall be
allowed and paid such stated compensation as may be fixed by the board of
directors; and such directors shall be reimbursed for expenses incurred in
<PAGE>
- 8 -
connection with the performance of their duties or services as director,
the amount thereof to be allowed and paid by resolution of the board.
Nothing herein contained shall be construed as precluding a director
from serving the company in any other capacity and receiving compensation
therefor.
18. Members of special or standing committees may be allowed and paid
compensation for their services as such, and expenses incident thereto, in
such amounts as from time to time are fixed and allowed by the board of
directors.
Meetings of the Board
19. The newly elected board may meet without notice for the purpose of
organization or otherwise immediately following the annual meeting of the
stockholders or at such place and time as shall be fixed by resolution of
the board.
20. Regular meetings of the board may be held without notice at such
time and place as shall from time to time be determined by resolution of
the board.
21. Special meetings of the board may be called by the chairman of the
board or the president on two days' written notice mailed to each director,
or on not less than 24 hours' notice delivered to each director personally,
telephonically or by telegram or telecopy at such number as has been
provided by the director; special meetings shall be called by the chairman
of the board, the president or secretary in like manner and on like notice
on the written request of a majority of the directors then in office. A
special meeting may be held without notice if all the directors are present
or, if those not present waive notice of the meeting in writing, either
before or after such meeting.
22. At all meetings of the board, four directors, but not less than
one-third of the total number of directors, shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
act of a majority of the directors present at any meeting at which there is
a quorum, shall be the act of the board of directors, except as may be
otherwise provided by statute or by the Certificate of Incorporation or by
these Bylaws.
Officers
23. The officers of this corporation shall be chosen by the directors
and shall be a president, one or more vice presidents, a secretary,
controller, and such assistant secretaries as the board of directors may<PAGE>
- 9 -
designate. The board may also elect a chairman of the board and in that
event, shall designate whether he or the president shall be the chief
executive officer of the corporation.
24. The board of directors, at its first meeting after each annual
meeting of stockholders, shall elect the corporate officers.
25. The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the board.
26. The salaries of the officers of the corporation shall be fixed
from time to time by the board of directors; provided that in the case of
officer members of the board of directors their salaries may be fixed from
time to time by either of the following additional methods: (i) by a salary
committee of not less than three members appointed, by a resolution passed
by a majority of the whole board of directors, from among the members of
the board of directors who are not officers of the corporation, or (ii) by
a salary committee composed of all members of the board of directors who
are not officers of the corporation, such committee to act by a majority of
its members. None of the officers of the corporation shall be prevented
from receiving a salary by reason of the fact that he is also a member of
the board of directors; but an officer who shall also be a member of the
board of directors shall not have any vote in a determination by the board
of directors of the amount of salary that shall be paid to him.
27. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors.
Chairman of the Board of Directors
28. Whenever a chairman of the board of directors has been elected by
the board, he shall preside at all meetings of the board of directors and
of the stockholders. If no chairman of the board is elected, the president
shall act as the chairman of the board and shall assume the powers and
duties of the chairman.
President
29. (a) The president shall be the chief executive officer of the
corporation unless a chairman of the board has been elected and designated
as such officer. Subject to the authority of the chairman of the board in
such event, the president shall have general and active management of the
business of the corporation and shall see that all orders and resolutions<PAGE>
- 10 -
of the board are carried into effect. In the absence or disability of the
chairman of the board, where that office has been filled by election of the
board, the powers and duties of the chairman shall be assumed by the
president.
(b) He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation.
(c) He shall be ex-officio a member of all standing committees,
and shall have the general powers and duties of supervision and management
usually vested in the office of president of the corporation.
Vice President
30. The board of directors may elect one or more vice presidents and
may designate one or more of the vice presidents to be executive vice
presidents. Subject to the succession provided for in Bylaw 29(a), in the
absence or disability of the CEO, the executive vice presidents, or the
vice presidents in the event none have been designated "Executive", in the
order designated, (or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers of the
CEO. The vice president(s) shall perform such other duties as the board of
directors may prescribe.
Secretary
31. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall be custodian of
the corporate records and of the seal of the corporation and see that the
seal of the corporation is affixed to all documents, the execution of which
on behalf of the corporation under its seal is duly authorized. He shall
give, or cause to be given, notice of all meetings of the stockholders and
of the board of directors, and shall perform such other duties as may be
prescribed by the board of directors or president, under whose supervision
he shall be.
Treasurer
32. (a)The treasurer shall, under the general direction of the Chief
Financial Officer, be responsible for the planning and directing of
corporate finance activities. He shall have the custody of corporate<PAGE>
- 11 -
funds and securities and shall deposit all moneys, and other valuable
effects in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.
(b)He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Chairman of the Board, the President and the directors,
at the regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer.
(c) He shall give the Corporation a bond if required by the Board of
Directors in a sum, and with one or more sureties satisfactory to the
Board, for the faithful performance of the duties of his office, and for
the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control
belonging to the Corporation.
Chief Financial Officer
33. The Chief Financial Officer of the corporation shall have the
general responsibility for the financial operations of the corporation and
for all receipts and disbursements of the funds of the corporation.
Controller
34. The controller shall be the chief accounting officer of the
corporation.
Assistant Secretary
35. The assistant secretaries in the order of their seniority shall,
in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary, and shall perform such other duties
as the board of directors shall prescribe.
Assistant Treasurer
36. Repealed.<PAGE>
- 12 -
Vacancies and Newly Created Directorships
37. If the office of any officer or agent becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, such vacancy may be filled by the board of directors.
Vacancies in the board of directors and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the expiration
of the term of the class to which they have been chosen and until their
successors are duly elected and qualified. This second paragraph of Section
37 may not be amended or rescinded except by the affirmative vote of the
holders of at least two-thirds of the stock of the corporation issued and
outstanding and entitled to vote, at any regular or special meeting of the
stockholders if notice of the proposed alteration or amendment be contained
in the notice of the meeting.
Duties of Officers May be Delegated
38. In case of the absence of any officer of the corporation, or for
any other reason that the board may deem sufficient, the board may
delegate, for the time being, the powers or duties, or any of them, of such
officer to any other officer, or to any director, provided a majority of
the entire board concur therein.
Certificates of Stock
39. The certificates of stock of the corporation shall be numbered and
shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by
the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary.
Transfers of Stock
40. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor.
41. The board of directors shall have power to appoint one or more<PAGE>
- 13 -
transfer agents and/or one or more registrars of transfers and may provide
that the issuance of certificates of stock of this corporation shall not be
valid unless signed by such transfer agent or transfer agents and/or
registrar of transfers or registrars of transfers, and if such certificate
is countersigned (1) by a transfer agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee,
any other signature on the certificate may be a facsimile.
Record Dates
42. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the board of directors may fix a record
date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
shall not be more than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any such other action. If no
record date is fixed, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close
of business of the day next preceding the day on which notice is given, and
the record date for any other purpose shall be at the close of business on
the day on which the board of directors adopts the resolution relating
thereto. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.
Registered Stockholders
43. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable or other claim to or interest
in such share on the part of any other person, whether or not it shall have
express or other notice thereof, save as expressly provided by the laws of
Delaware.<PAGE>
- 14 -
Lost Certificate
44. Any person claiming a certificate of stock to be lost, stolen or
destroyed, shall make an affidavit or affirmative of the fact and advertise
the same in such manner as the board of directors may require, and shall if
the directors so require give the corporation a bond of indemnity,
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of a new replacement certificate, whereupon a
new certificate may be issued of the same tenor and for the same number of
shares as the one alleged to be lost, stolen or destroyed.
Inspection of Books
45. The directors shall determine from time to time whether and, if
allowed, when and under what conditions and regulations the accounts and
books of the corporation (except such as may by statute be specifically
open to inspection) or any of them shall be open to the inspection of the
stockholders, and the stockholders' rights in this respect are and shall be
restricted and limited accordingly.
Checks
46. All checks or demands for money and notes of the corporation,
shall be signed by such officer or officers, employee or employees as the
board of directors may from time to time designate.
Fiscal Year
47. The fiscal year shall begin the first day of January in each year.
<PAGE>
- 15 -
Directors' Annual Statement
48. The board of directors shall present at each annual meeting, and
when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of
the corporation.
Notices
49. Except as otherwise provided in these Bylaws, whenever under the
provisions of these Bylaws notice is required to be given to any director,
officer or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by telecopy as provided in Bylaw
21, by mail, by depositing the same in the post office or letter box, in a
postpaid sealed wrapper, addressed to such stockholder, officer or director
at such address as appears on the books of the corporation, or, in default
of other address, to such director, officer or stockholder at the General
Post Office in the City of Wilmington, Delaware, and such notice shall be
deemed to be given at the time when the same shall be thus mailed.
Any stockholder, director, or officer may waive any notice required to
be given under these Bylaws, either before or after the event for which
such notice was required.
Incentive Payments
50. Repealed.
51. Unless otherwise provided by resolution adopted by the board of
directors, the president or any vice president or the secretary may from
time to time appoint an attorney or attorneys, or an agent or agents, to
exercise in the name and on behalf of the company the powers and rights
which it may have as the holder of stock or other securities in any other
corporation or membership in any organization, to vote or consent in
respect of such stock or other securities or membership, and the president,
or any vice president or the secretary may execute or cause to be executed
in the name and on behalf of the company and under its corporate seal, or
otherwise all such written proxies or other instruments as he may deem
necessary or proper in order that the company may exercise its powers and
rights.
<PAGE>
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Amendments
52. Except as otherwise provided in these Bylaws, these Bylaws may be
altered or amended by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, at any regular or
special meeting of the stockholders, if notice of the proposed alteration
or amendment be contained in the notice of the meeting, or (except as
otherwise provided in these Bylaws) by the affirmative vote of a majority
of the board of directors at a regular or special meeting of the board.
* * * * *
I, Frederick G. Wohlschlaeger, Secretary of MAYTAG CORPORATION, a
corporation organized and existing under the laws of the State of
Delaware, do hereby certify that as such Secretary, I have custody and
possession of the records and corporate seal of said corporation, and that
the foregoing is a full, true and correct copy of the Bylaws of said
corporation in my custody and possession; and that the seal hereto affixed
is the common or corporate seal of said corporation so in my custody and
possession.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary and
affixed the corporate seal of said corporation this 10th day of February,
A.D., 2000.
/s/ Frederick G. Wohlschlaeger
Secretary<PAGE>
