-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WHtuRroljQ7nD0tKDKQLXCBe0G5YCwCHfhJ8hdBEdB2gZDpPfvfWyQyAaVWq5IVo 1xbwX5lfTvSKQaQ2BtyskQ== 0001193125-05-007584.txt : 20050118 0001193125-05-007584.hdr.sgml : 20050117 20050118151731 ACCESSION NUMBER: 0001193125-05-007584 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050118 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050118 DATE AS OF CHANGE: 20050118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAYTAG CORP CENTRAL INDEX KEY: 0000063541 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 420401785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00655 FILM NUMBER: 05533586 BUSINESS ADDRESS: STREET 1: 403 W 4TH ST N CITY: NEWTON STATE: IA ZIP: 50208 BUSINESS PHONE: 6417927000 MAIL ADDRESS: STREET 1: 403 W. 4TH STREET NW CITY: NEWTON STATE: IA ZIP: 50208 FORMER COMPANY: FORMER CONFORMED NAME: MAYTAG CO DATE OF NAME CHANGE: 19870602 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 


 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 18, 2005

 


 

Maytag Corporation

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-655   42-0401785
(Commission File Number)   (IRS Employer Identification No.)
403 West Fourth Street North, Newton Iowa   50208
(Address of Principal Executive Offices)   (Zip Code)

 

(641) 792-7000

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01 Other Events.

 

Maytag Corporation (“Maytag”) announced that the Office of the President, formed in June 2004 when Maytag integrated systems, facilities and personnel from within Maytag Appliances, Hoover, and Maytag’s corporate headquarters to form its “One Company,” will cease to exist. Accordingly, William L. Beer, executive vice president and a 31-year veteran of Maytag, will conclude his career with Maytag to pursue personal and other professional opportunities. Thomas A. Briatico, executive vice president, will retire from Maytag after a 30-year career with Maytag. Both of these employees were identified as named executive officers of Maytag in Maytag’s proxy statement for its 2004 annual meeting, but ceased to be classified as executive officers upon completion of Maytag’s company-wide review of executive officer classifications. Maytag has entered into separation agreements with Mr. Beer and Mr. Briatico. These agreements are attached hereto as Exhibits 99.01 and 99.02 and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit

  

Description


99.01    Separation Agreement with William L. Beer
99.02    Separation Agreement with Thomas A. Briatico


SIGNATURES

 

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: January 18, 2005        
    By:  

/s/ George C. Moore


    Name:   George C. Moore
    Title:   Chief Financial Officer


EXHIBIT INDEX

 

No.

  

Exhibit


99.01    Separation Agreement with William L. Beer
99.02    Separation Agreement with Thomas A. Briatico
EX-99.01 2 dex9901.htm SEPARATION BENEFITS AGREEMENT Separation Benefits Agreement

EXHIBIT 99.01

 

January 14, 2005

 

SEPARATION BENEFITS AGREEMENT

 

The following benefits payments will be made by Maytag Corporation in consideration for the execution of the Maytag Separation Agreement and Release by William L. Beer (Note: “You/Your” means William L. Beer):

 

Last Day at Work - Your assigned responsibilities as an employee of Maytag Corporation will be discontinued effective January 31, 2005. That date is the effective date of separation.

 

Separation Benefits - Within two weeks after receipt of the signed Separation Agreement and Release, and should you not revoke your decision to sign within seven days, you will be paid a lump sum payment in the amount of $344,300. This represents 12 months of base salary and is subject to required withholding.

 

Incentive Compensation - If eligible, you will receive a lump-sum, pro rata bonus payment in February, 2005 for the year 2004 according to the terms of the plan. Payout timing will be the same as for active employees, after the prior year’s business results have been analyzed to determine the payouts. (For this reason, it is important to keep your mailing address current with Maytag.) Contact the Employee Services Call Center at 1-800-870-7701 to report an address change or for any further questions. All ICP payments are at the discretion of the Compensation Committee of the Board of Directors.

 

Your PIAP will be prorated out of the plan’s awards effective your last day of service. You will be paid out at the normal payment date, which is February following the end of the performance period, based on Maytag’s actual attainment against the goals. For example, the performance period for the 2002 award is from January 1, 2002 through December 31, 2004 and payout would occur in February, 2005.

 

Savings/Stock Plans - You will have the opportunity to request disbursement of all sums from the Maytag Corporation Salary Savings Plan, the Employee Stock Ownership Plan, the Employee Stock Purchase Plan, the Maytag Deferred Compensation Plan, or other similar plans as applicable under the particular plan requirements. Review these Plans carefully to determine applicable deadlines. You will have until December 31, 2006 to exercise your currently vested stock options at the original option price.

 

Medical - Your medical, drug, dental and vision benefits will cease at the end of the month in which the effective date of separation occurs. However, you will have the opportunity to continue medical, drug, dental and vision coverage for an additional period of up to 18 months. Maytag will pay your COBRA premium for up to eighteen months beginning in the month after your date of separation; however, these payments will cease if and when another firm offering equivalent benefits during this period employs you on a permanent basis during the 18 month period. It is your obligation to inform Maytag of that event.


Long- Term Disability - Long-Term Disability insurance terminates on your last day at work.

 

Life Insurance - Your group life insurance will be continued until 06/30/05. You should contact Ray Benning at 888-244-4947 to review your options with regard to your Corporate-sponsored life insurance program. This benefit continuation will be taxable income to you.

 

Pension - Our records indicate that you are vested and that effective July 1, 2003, you chose to participate in the traditional pension plan as opposed to the cash balance plan. You will receive a letter summarizing your options with pension from both the Employees Retirement Plan (Qualified Plan) and the Supplemental Retirement Plan (SERP). You will receive a one-time lump sum of $176,732 (net present value) grossed up for tax purposes, payable in February 2005.

 

Vacation - You will also be paid for vacation and holidays accrued, but unused, through the effective date of separation.

 

Financial Counseling – You will be entitled to receive financial planning services according to Maytag’s Financial Planning Program up to a maximum of $10,000 payable to the provider in 2005. The value of this service will be considered taxable income to you.

 

Tax Preparation - You will be provided tax preparation service by a firm of your choice for the years 2004 and 2005 at Maytag’s expense, up to a maximum of $2000 payable to the provider each year. This will be taxable income to you.

 

Executive Appliance Test Program - You will continue to be eligible to participate in this program through 2005. Please contact Barb Freese at Maytag 641-787-6925 when you are ready.

 

Consulting Agreement - For the year 2005, Maytag will retain you as a consultant for a period of 12 months at a fee of $100,000 for your work on business transaction matters for up to forty (40) hours a month. You will also receive an allowance for miscellaneous expenses, such as travel and office expenses of $12,500 per quarter. Maytag will submit payments on a quarterly basis beginning March 30, 2005.

 

Outplacement

 

The Company will provide you with names of 3 firms for you to consider and advise us of your decision by January 31, 2005. Maytag will pay a maximum of $15,000 to the provider of services, with services to be provided by 12/31/05.


Maytag Foundation

 

Maytag will match your charitable donations, for a period of one year, beginning February 1, 2005 through January 31, 2006, pursuant to the Maytag Foundation’s guidelines during that period.

 

Duty of Cooperation and Confidentiality

 

You will make yourself available, as may be requested at mutually convenient times and places with respect to pending and future business or legal matters, arbitrations, governmental investigations, or other dispute resolutions relating to matters that arose during your employment. Maytag will reimburse you for all reasonable expenses and costs you may incur as a result of providing this assistance, upon receipt of proper documentation.

 

Also, please note that your obligations under the Confidentiality and Intellectual Property Rights Agreement, including the one-year Non-compete Agreement, with Maytag continue in effect after your employment ends at Maytag.

 

/s/ William L. Beer


 

/s/ Mark W. Krivoruchka


William L. Beer  

Mark W. Krivoruchka

January 14, 2005

EX-99.02 3 dex9902.htm SEPARATION BENEFITS AGREEMENT Separation Benefits Agreement

EXHIBIT 99.02

 

January 14, 2005

 

SEPARATION BENEFITS AGREEMENT

 

The following benefits and payments will be made by Maytag Corporation in consideration for the execution of the Maytag Separation Agreement and Release by Thomas A. Briatico (Note: “You/Your” means Thomas A. Briatico):

 

Last Day at Work - Your assigned responsibilities as an employee of Maytag Corporation will be discontinued effective January 31, 2005. That date is the effective date of separation.

 

Separation Benefits - Within two weeks after receipt of the signed Separation Agreement and Release, and should you not revoke your decision to sign within seven days, you will be paid a lump sum payment in the amount of $300,000. This represents 12 months of base salary and is subject to required withholding.

 

Incentive Compensation - If eligible, you will receive a lump-sum, pro rata bonus payment in February, 2005 for the year of 2004 according to the terms of the plan. Payout timing will be the same as for active employees, after the prior year’s business results have been analyzed to determine the payouts. (For this reason, it is important to keep your mailing address current with Maytag.) Contact the Employee Services Call Center at 1-800-870-7701 to report an address change or for any further questions. All ICP payments are at the discretion of the Compensation Committee of the Board of Directors.

 

Your PIAP will be prorated out of the plan’s awards effective your last day of service. You will be paid out at the normal payment date, which is February following the end of the performance period, based on Maytag’s actual attainment against the goals. For example, the performance period for the 2002 award is from January 1, 2002 through December 31, 2004 and payout would occur in February, 2005.

 

Savings/Stock Plans - You will have the opportunity to request disbursement of all sums from the Maytag Corporation Salary Savings Plan, the Employee Stock Ownership Plan, the Employee Stock Purchase Plan, the Maytag Deferred Compensation Plan, or other similar plans as applicable under the particular plan requirements. Review these Plans carefully to determine applicable deadlines. As a retiree, your current outstanding stock options will continue to vest and expire according to the terms of each agreement so you should review them carefully as well.

 

Medical - Your medical, drug, vision, and dental benefits will cease at the end of the month in which the effective date of separation occurs. However, you will have the opportunity to continue these coverages for an additional period of up to 18 months, unless you chose to exercise your retirement coverage. Maytag will pay your COBRA premium for up to eighteen months beginning in the month after your date of separation; however, these payments will cease if and when another firm offering equivalent benefits during this period employs you on a permanent basis during the 18 month period. It is your obligation to inform Maytag of that event.


Long-Term Disability - Long-Term Disability insurance terminates on your last day at work.

 

Life Insurance - Your group life insurance will be continued until 06/30/05. You should contact Ray Benning at 888-244-4947 to review your options with regard to your Corporate-sponsored life insurance program. This benefit continuation will be taxable income to you.

 

Pension - Our records indicate that you are vested and that effective July 1, 2003, you chose to participate in the traditional pension plan as opposed to the cash balance plan. You will receive a letter summarizing your options with pension from both the Employees Retirement Plan (Qualified Plan) and the Supplemental Retirement Plan (SERP).

 

Vacation - You will also be paid for vacation and holidays accrued, but unused, through the effective date of separation. (5 weeks of pay)

 

Financial Counseling - You will be entitled to receive financial planning services according to Maytag’s Financial Planning Program up to a maximum of $10,000 in 2005 payable to the provider. The value of this service will be considered taxable income to you.

 

Tax Preparation - You will be provided tax preparation service by a firm of your choice for the years 2004 and 2005 at Maytag’s expense, up to a maximum of $2000 each year payable to the provider. This will be taxable income to you.

 

Executive Appliance Test Program - You will be eligible to participate in this program through 2005. Please contact Barb Freese at Maytag 641-787-6925.

 

Computer and Cell Phone - You may keep your laptop computer after deletion of confidential information but please return your cell phone and company credit cards to Maytag.

 

Consulting Agreement - For the year 2005, Maytag will retain you as a consultant for a period of 12 months at a fee of $50,000 for your work on Maytag business transaction matters up to eight hours a month. Maytag will submit payments on a quarterly basis, beginning March 30, 2005.

 

Relocation Adjustment - Maytag will reimburse you up to $5,000 if the appraised value of your home in North Canton on the date of sale is less than your purchase price. Please submit documentation regarding this issue to Human Resources for review and approval.


Duty of Cooperation and Confidentiality

 

You will make yourself available, as may be requested at mutually convenient times and places with respect to pending and future business or legal matters, arbitrations, governmental investigations, or other dispute resolutions relating to matters that arose during your employment. Maytag will reimburse you for all reasonable expenses and costs you may incur as a result of providing this assistance, upon receipt of proper documentation.

 

Also, please note that your obligations under the Confidentiality and Intellectual Property Rights Agreement, including the one-year Non-compete Agreement, with Maytag continue in effect after your employment ends at Maytag.

 

/s/ Thomas A. Briatico


 

/s/ Mark W. Krivoruchka


Thomas A. Briatico  

Mark W. Krivoruchka

January 14, 2005

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