As filed with the Securities and Exchange Commission on May __, 2000
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
MAYTAG CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 42-0401785
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
403 WEST FOURTH STREET NORTH
NEWTON, IOWA 50208
(Address of Principle Executive Offices) (Zip Code)
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
1996 EMPLOYEE STOCK INCENTIVE PLAN
1992 STOCK OPTION PLAN FOR EXECUTIVES AND KEY EMPLOYEES
MAYTAG DEFERRED COMPENSATION PLAN
(Full Title of the Plans)
Frederick G. Wohlschlaeger
Senior Vice President, General Counsel and Secretary
Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
(Name and Address of Agent For Service)
(515) 787-7000
(Telephone Number, Including
Area Code, of Agent For Service)
Copy to:
William J. Quinlan, Jr.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606-5096
(312) 984-7568
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1) Price Per Share Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.25 8,003,713 shares(2) $34.9375(3) $279,629,723(3) $73,823
- ------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Purchase 8,003,713 rights (4) (4) (4)
Rights
- ------------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation $7,250,000 $7,250,000 $7,250,000 $1,914
Obligations(5)
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Also registered hereby are such additional and indeterminate number of
shares of Common Stock and Preferred Stock Purchase Rights ("Rights") as may
become issuable because of changes resulting from stock dividends, stock splits
and similar changes, pursuant to the antidilution provisions of the Plans.
(2) Of the shares of Common Stock being registered, 5,821,881 shares relate to
the 1996 Employee Stock Incentive Plan, 1,747,832 shares relate to the 1992
Stock Option Plan for Executives and Key Employees and 434,000 shares relate to
the 1998 Non-Employee Directors' Stock Option Plan.
(3) Estimated solely for the purpose of calculating the Registration Fee and,
pursuant to Rule 457(c) under the Securities Act, based upon the average of the
high and low sale prices of Common Stock of the Registrant on The New York Stock
Exchange on April 28, 2000.
(4) Rights are initially carried and traded with the Common Stock of the
Company. Value attributable to such Rights, if any, is reflected in the market
price of the Common Stock.
(5) The Deferred Compensation Obligations are unsecured obligations of Maytag
Corporation to pay deferred compensation in the future in accordance with the
terms of the Maytag Deferred Compensation Plan. Participants in the Plan may
elect to have the Obligations treated as if such amount had been used to
purchase Maytag Corporation Common Stock. For purposes of this Registration
Statement, this investment option is referred to as a Common Stock Index. The
Common Stock Index will accrue earnings (or losses) on the Obligations based on
the performance of Maytag Corporation Common Stock. No additional consideration
will be paid for the Common Stock Index.
</TABLE>
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<PAGE>
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
-----------------------------------------------
The following documents heretofore filed with the Securities
and Exchange Commission (the "Commission") by Maytag Corporation (the "Company")
are incorporated herein by reference:
(a) the Annual Report of the Company on Form 10-K for the year
ended December 31, 1999;
(b) the Current Reports of the Company on Form 8-K filed on
February 14, 2000;
(c) the description of the Rights contained in the Company's
Registration Statement filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or report filed for the
purpose of updating such description; and
(d) the description of the Common Stock contained in the
Company's Registration Statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, are deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the respective
dates of filing of such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
The $7,250,000 of deferred compensation obligations (the "Obligations")
being registered under this Registration Statement may be offered to certain
eligible employees of the Company and its subsidiaries pursuant to the Maytag
Deferred Compensation Plan (the "Plan").
The Obligations are general unsecured obligations of the Company to pay
deferred compensation in the future in accordance with the terms of the Plan
from the general assets of the Company and rank pari passu with other unsecured
and unsubordinated indebtedness of the Company from time to time outstanding.
The Company has established a grantor trust to hold assets contributed under the
Plan.
The amount of compensation deferred by each participant is determined
in accordance with each participant's deferral election and the provisions of
the Plan. The Plan provides the investment of each participant's deferral
account in such investments as the trustee of the Plan shall determine, one of
which is a fund that invests primarily in Common Stock of the Company (the
Common Stock Index). The trustee may (but is not required to) consider the
Company's or the participant's investment preferences. Currently, a
participant's deferral account is indexed to the investment elections made by
such participant in accordance with the Plan. The Obligations, however, are
unfunded bookkeeping accounts, the returns on which are measured by the
performance of certain investment vehicles. Participants cannot sell, assign,
transfer, pledge or otherwise encumber any Obligation. All deferral accounts
together with earnings thereon will be payable upon retirement, death,
disability or termination of employment in a single lump sum or, at the election
of the participant in the discretion of the plan administrator, in ten annual
installments in accordance with the terms of the Plan.
The Company reserves the right to amend or terminate the Plan at any
time, except that no amendment or termination may adversely affect the rights of
any Participant with respect to amounts that have been credited to a
participant's account prior to the date of amendment or termination.
The Obligations are not convertible into any other security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant of the Company.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Certain provisions of the General Corporation Law of the State of
Delaware (the "DGCL") provide that the Company may indemnify the directors and
officers of the Company 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 Company's Restated Certificate of Incorporation provides that the
Company 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
II-2
<PAGE>
Company's Restated Certificate of Incorporation provides that no directors of
the Company shall be personally liable to the Company 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 Company 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 Company may purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company 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
Company 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 Company's Restated
Certificate of Incorporation, the Company maintains directors' and officers'
liability insurance coverage.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS
--------
<TABLE>
<CAPTION>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ----------------------- ------------- ----------
<S> <C> <C> <C>
4.1 Restated Certificate of Incorporation of Registrant. Annual Report on Form
10-K for the year ended
December 31, 1993
(Exhibit 3(a);
Commission File No.
1-655)
4.2 Certificate of Designations of Series A Junior Annual Report on Form
Participating Preferred Stock of Registrant 10-K for the year ended
December 31, 1988
(Exhibit 3(b);
Commission File No.
1-655)
II-3
<PAGE>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ----------------------- ------------- ----------
4.3 Certificate of Increase of Authorized Number of Shares Annual Report on Form
of Series A Junior Participating Preferred Stock of 10-K for the year ended
Registrant December 31, 1988
(Exhibit 3(c);
Commission File No.
1-655)
4.4 Certificate of Amendment to Certificate of Annual Report on Form
Designations of Series A Junior Participating 10-K for the year ended
Preferred Stock of Registrant December 31, 1997
(Exhibit 3(d);
Commission File No.
1-655)
4.5 By-Laws of Registrant, as amended. Annual Report on Form
10-K for the year ended
December 31, 1998
(Exhibit 3(e);
Commission File No.
1-655)
4.6 Rights Agreement dated as of February 12, 1998 between Form 8-A dated February
Registrant and Harris Trust and Savings Bank. 12, 1998, (Exhibit 1;
Commission File No.
1-655)
5.1 Opinion of McDermott, Will & Emery. X
X
23.1 Consent of Ernst & Young LLP
X
23.2 Consent of McDermott, Will & Emery (included in
Exhibit 5.1)
X
24 Powers of Attorney (included elsewhere herein)
II-4
<PAGE>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ----------------------- ------------- ----------
99.1 1992 Stock Option Plan for Executives and Key Employees Exhibit A to
Registrant's Proxy
Statement dated March
16, 1992 (Commission
File No. 1-655)
99.2 1996 Employee Stock Incentive Plan Exhibit A to
Registrant's Proxy
Statement dated March
20, 1996 (Commission
File No. 1-655)
99.3 Maytag Deferred Compensation Plan, as amended and Annual Report on Form
restated effective January 1, 1996 10-K for the year ended
December 31, 1995
(Exhibit 10(m))
99.4 1998 Non-Employee Directors' Stock Option Plan Exhibit A to
Registrant's Proxy
Statement dated April 2,
1998 (Commission File
No.1-655)
</TABLE>
ITEM 9. UNDERTAKINGS
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
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, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the registration statement;
and 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% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective registration statement; and
II-5
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 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 this 1st day of May, 2000.
MAYTAG CORPORATION
By: /S/ LLOYD D. WARD
---------------------------------
Lloyd D. Ward
Chairman and Chief Executive Officer
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frederick G. Wohlschlaeger and Patricia Martin, 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, 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 May 1, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ LLOYD D. WARD Chairman and Chief Executive
----------------------------------------------------
Lloyd D. Ward Officer and Director
(principal executive officer)
/S/ GERALD J. PRIBANIC Executive Vice President and
---------------------------------------------------
Gerald J. Pribanic Chief Financial Officer
(principal financial officer)
II-7
<PAGE>
/s/ STEVEN H. WOOD Vice President, Financial
----------------------------------------------------
Steven H. Wood Reporting and Audit and
(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/ BERNARD G. RETHORE Director
--------------------------------------------
Bernard G. Rethore
/s/ W. ANN REYNOLDS Director
-------------------------------------------
W. Ann Reynolds
/s/ JOHN A. SIVRIGHT Director
----------------------------------------------
John A. Sivright
/s/ NEELE E. STEARNS, JR. Director
-------------------------------------------------
Neele E. Stearns, Jr.
/s/ FRED G. STEINGRABER Director
----------------------------------------------
Fred G. Steingraber
/s/ CAROLE J. UHRICH Director
--------------------------------------------------
Carole J. Uhrich
</TABLE>
II-8
<PAGE>
EXHIBIT INDEX
TO REGISTRATION STATEMENT
ON FORM S-8
MAYTAG CORPORATION
<TABLE>
<CAPTION>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ---------------------- ------------- ----------
<S> <C> <C> <C>
4.1 Restated Certificate of Incorporation of Registrant. Annual Report on Form
10-K
for the
year
ended
December
31,
1993
(Exhibit
3(a);
Commission
File
No.
1-655)
4.2 Certificate of Designations of Series A Junior Annual Report on Form
Participating Preferred Stock of Registrant 10-K for the year ended
December 31, 1988
(Exhibit 3(b);
Commission File No.
1-655)
4.3 Certificate of Increase of Authorized Number of Shares Annual Report on Form
of Series A Junior Participating Preferred Stock of 10-K for the year ended
Registrant December 31, 1988
(Exhibit 3(c);
Commission File No.
1-655)
4.4 Certificate of Amendment to Certificate of Annual Report on Form
Designations of Series A Junior Participating 10-K for the year ended
Preferred Stock of Registrant December 31, 1997
(Exhibit 3(d);
Commission File No.
1-655)
II-9
<PAGE>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ---------------------- ------------- ----------
4.5 By-Laws of Registrant, as amended. Annual Report on Form
10-K for the year ended
December 31, 1998
(Exhibit 3(e);
Commission File No.
1-655)
4.6 Rights Agreement dated as of February 12, 1998 between Form 8-A dated February
Registrant and Harris Trust and Savings Bank. 12, 1998, (Exhibit 1;
Commission File No.
1-655)
5.1 Opinion of McDermott, Will & Emery X
23.1 Consent of Ernst & Young LLP X
23.2 Consent of McDermott, Will & Emery (included in X
Exhibit 5.1)
24 Powers of Attorney (included elsewhere herein) X
99.1 1992 Stock Option Plan for Executives and Key Employees Exhibit A to
Registrant's Proxy
Statement dated March
16, 1992 (Commission
File No. 1-655)
99.2 1996 Employee Stock Incentive Plan Exhibit A to
Registrant's Proxy
Statement dated March
20, 1996 (Commission
File No. 1-655)
99.3 Maytag Deferred Compensation Plan, as amended and Annual Report on Form
restated effective January 1, 1996 10-K for the year ended
December 31, 1995
(Exhibit 10(m))
II-10
<PAGE>
Incorporated Filed with
Exhibit herein by Electronic
Number Description of Document reference to: Submission
- ------ ---------------------- ------------- ----------
99.4 1998 Non-Employee Directors' Stock Option Plan Exhibit A to
Registrant's Proxy
Statement dated April 2,
1998 (Commission File
No. 1-655)
</TABLE>
II-11
<PAGE>
[McDermott, Will & Emery Letterhead]
May 1, 2000
Maytag Corporation
403 West Fourth Street North
Newton, Iowa 50208
Re: Maytag Corporation -- 8,003,713 Shares of Common Stock $1.25
par value share and 8,003,713 Associated Preferred Stock
Purchase Rights for use under the 1992 Stock Option Plan for
Executives and Key Employees, the 1996 Employee Stock
Incentive Plan and the 1998 Non-Employee Directors' Stock
Option Plan (the "Stock Plans") and $7,250,000 of Deferred
Compensation Obligations Under the Maytag Deferred
Compensation Plan (the "Deferred Compensation Plan")
----------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Maytag Corporation, a Delaware
corporation (the "Company") in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), of the Company's Registration Statement on Form
S-8 (the "Registration Statement") relating to the registration of the above
captioned Shares of Common Stock of the Company to be issued to participants in
the Stock Plans and the Preferred Stock Purchase Rights (the "Rights")
associated with such issuance and up to $7,250,000 of the Company's deferred
compensation obligations (the "Deferred Compensation Obligations") payable under
the Deferred Compensation Plan.
For the purpose of rendering the opinions expressed below, we have
reviewed the Stock Plans, the Rights Agreement as defined in the Registration
Statement, the Deferred Compensation Plan and the Registration Statement. We
have also examined originals, or copies of originals certified or otherwise
identified to our satisfaction, of the corporation records of the Company and of
such other agreements, documents, instruments and certificate of public
officials, officers and representatives of the Company and other persons, have
examined such questions of law and have satisfied ourselves as to such matters
of fact as we have deemed relevant and necessary as a basis for the opinions
expressed herein. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of all
<PAGE>
Maytag Corporation
May 1, 2000
Page 2
natural persons and the conformity with the original documents of any copies
thereof submitted to us for our examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. The Shares of Common Stock under the Stock Plans will, when
certificates representing such Shares have been duly executed, countersigned and
registered and delivered against receipt by the Company of the consideration
provided in the Stock Plans, be legally issued, fully paid and nonassessable.
3. Each Right associated with the Stock Plans will be legally issued
when such Right has been duly issued in accordance with the terms of the Rights
Agreement and the associated Share of Common Stock have been duly issued as set
forth in paragraph 2.
4. The Deferred Compensation Obligations will be, when created in
accordance with the terms of the Deferred Compensation Plan, valid and binding
obligations of the Company, enforceable in accordance with the terms of the
Deferred Compensation Plan, subject to applicable bankruptcy, moratorium,
insolvency, fraudulent transfer, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equitable principles.
The foregoing opinions are limited to the Delaware General Corporation
Law. We express no opinion as to the applications of the securities or blue sky
laws of the various states to the issuance or sale of the Shares of Common
Stock, the Rights or the Deferred Compensation Obligations. We assume no
obligation to update or supplement this opinion letter to reflect any facts or
circumstances which may hereafter come to our attention with respect to the
opinions expressed above, including any change in applicable law.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to all references to us included in or made part
of the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Non-Employee Directors' Stock Option Plan; the 1996
Employee Stock Incentive Plan; the 1992 Stock Option Plan for Executives and Key
Employees; and the Maytag Deferred Compensation Plan of our report dated January
25, 2000, 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, 1999, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
May 1, 2000
