Maytag executives selling stock

Maytag executives selling stock
 
Date November 09, 2005
Section(s) Local News
Brief  
 
By PETER HUSSMANN

Editor

Maytag directors and executives have sold nearly 19,000 shares of the company’s common stock since the merger agreement with Whirlpool was executed in late August, according a federal filing made Tuesday.

The information was included in an amended merger document filed by Whirlpool that also says the Benton Harbor, Mich.,-based company has received clearance from German regulatory authorities for the proposed acquisition of Maytag.

The Securities and Exchange Commission filing does not indicate who sold the stock or the price at which the 18,800 shares of Maytag common stock were sold.

However, SEC filings dated Nov. 1 identify four executive officers disposing of shares at prices ranging from $17 to $17.22. The officers are George Moore, executive vice president and chief financial officer; Steve Klyn, vice president treasurer; Roy Rumbough, vice president controller; and Roger Scholten, senior vice president general counsel.

Using the $17 price, the shares sold by executives amount to nearly $320,000.

Three of those executives will receive cash severance benefits under the merger agreement. Moore will receive $2.8 million, plus another $676,200 in long-term cash incentive awards. Scholten will receive $2.2 million, plus $492,700 in incentive awards while Klyn will receive $925,900 in cash severance, plus $183,500 in incentive awards.

Each also will become fully vested in their Maytag stock options and performance unit shares at the merger’s closing, which will add to their total compensation.

The documents show that Maytag CEO Ralph Hake would receive approximately $20 million in total compensation, including his severance payment, long-term cash incentive award and full vestment of stock options and performance units.

Whirlpool said in its filing that it is continuing to work with U.S. Justice Department officials on the merger offer. Whirlpool plans to pay $21 per Maytag share in a cash and stock offer, plus the assumption of nearly $1 billion in Maytag debt.

In noting the clearance from German regulatory officials, the new filing also says that Whirlpool and Maytag have submitted merger notification filings to foreign regulatory officials in Canada, Mexico, Columbia and Brazil.

The companies hope to close the deal by the first quarter of 2006. A Maytag shareholder meeting has been set for 10:30 a.m. Dec. 16 at the Sodexo Marriott conference center in Newton. Shareholders must approve the acquisition in order for it to go forward.

The amended agreement also sheds some light on Whirlpool’s increasing offers for Maytag. Whirlpool raised its initial $17 a share offer three times, leading to speculation that the company was effectively bidding against itself. However, information contained in Tuesday’s filing show that Triton Acquisition was involved in behind-the-scene and non-public negotiations with Maytag and had orally offered to increase its purchase price to which Whirlpool responded.

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