FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MAYTAG CORP [ MYG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/31/2006 | D | V | 78,023 | D | (1) | 0 | D | ||
Employee Stock Purchase Plan | 03/31/2006 | D | V | 5,903 | D | (1) | 0 | D | ||
Maytag 401(k) Plan | 03/31/2006 | D | V | 1,626 | D | (1) | 0 | I | By 401(k) | |
Maytag ESOP Plan | 03/31/2006 | D | V | 741 | D | (1) | 0 | I | By ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Comp Plan (phantom stock units) | $0.00 | 03/31/2006 | D | V | 20,313 | 08/08/1988 | 08/08/1988 | Common Stock | 20,313 | (2) | 0 | I | By Phantom Units | ||
Employee Stock Option (Right to buy) | $30.83 | 03/31/2006 | D | V | 150,000 | 08/08/1988 | 06/18/2011 | Common Stock | 150,000 | (3) | 0 | D | |||
Employee Stock Option (Right to buy) | $35.45 | 03/31/2006 | D | V | 150,000 | 08/08/1988 | 06/18/2011 | Common Stock | 150,000 | (3) | 0 | D | |||
Employee Stock Option (Right to buy) | $41 | 03/31/2006 | D | V | 150,000 | 08/08/1988 | 06/18/2011 | Common Stock | 150,000 | (3) | 0 | D | |||
Employee Stock Option (right to buy) | $26.08 | 03/31/2006 | D | V | 100,000 | 08/08/1988 | 11/14/2013 | Common Stock | 100,000 | (3) | 0 | D | |||
Employee Stock Option (right to buy) | $19.885 | 03/31/2006 | D | V | 97,000 | 08/08/1988 | 11/12/2014 | Common Stock | 97,000 | (3) | 0 | D | |||
Performance Stock Units (2004 Award) | (4) | 03/31/2006 | D | V | 45,851 | 08/08/1988 | (5) | Common Stock | 45,851 | (6) | 0 | D | |||
Employee Stock Option (right to buy) | $16.555 | 03/31/2006 | D | V | 56,300 | 08/08/1988 | 10/14/2015 | Common Stock | 56,300 | (3) | 0 | D | |||
Performance Stock Units (2005 Award) | (4) | 03/31/2006 | D | V | 38,091 | 08/08/1988 | (7) | Common Stock | 38,091 | (6) | 0 | D |
Explanation of Responses: |
1. Shares disposed of in the merger between Maytag and Whirlpool pursuant to which each share of Maytag common stock was exchanged for $10.50 in cash and .1196 of a share of Whirlpool common stock, with cash paid for any fractional Whirlpool share. On March 31, 2006, the effective date of the merger, the closing price of Whirlpool common stock was $91.47. |
2. Phantom stock units, each equivalent to a share of Maytag common stock, disposed of in the merger between Maytag and Whirlpool pursuant to which each share of Maytag common stock was exchanged for a credit of $10.50 in cash and .1196 of a phantom share of Whirlpool common stock. On March 31, 2006, the effective date of the merger, the closing price of Whirlpool common stock was $91.47. |
3. In the merger between Maytag and Whirlpool, each outstanding option to purchase Maytag common stock was converted to an option to purchase shares of Whirlpool common stock on substantially the same terms, except that the number of shares was adjusted by multiplying the number of Maytag option shares by .2392 (rounded down to the nearest whole share) and the option exercise price was adjusted by dividing the exercise price of the Maytag option by .2392 (rounded up to the next cent). |
4. Each performance stock unit represents a contingent right to receive one share of MYG common stock. |
5. Restrictions lapse upon the earlier of (i) the second to occur of (x) December 31, 2007, if remain employed and (y) the tenth consecutive day prior to January 1, 2008 that the FMV of a share equals or exceeds $21.00 and (ii) a Change of Control. |
6. In the merger between Maytag and Whirlpool, each award granted was vested and will be settled in cash (based on a per share valuation equal to $10.50 plus (.1196 (the exchange ratio) times $91.47 (the closing price of Whirlpool common stock on the closing date)). |
7. Restrictions lapse upon the earlier of (i) the second to occur of (x) December 31, 2008, if remain employed and (y) the tenth consecutive day prior to January 1, 2009 that the FMV of a share equals or exceeds $21.00 and (ii) a Change of Control. |
Remarks: |
By Patricia J. Martin, as atty in fact. | 04/07/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |