-----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, OPobPE4IPpQJ4VUxEBBAEYbR+CWsfs49b/KfZLOvLo15wqFR1tJeouT4vjQD+hl5 46zxoLeOC/sgfaoCkxpXlw== 0000909518-06-000397.txt : 20060406 0000909518-06-000397.hdr.sgml : 20060406 20060406144411 ACCESSION NUMBER: 0000909518-06-000397 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03932 FILM NUMBER: 06744676 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 8-K 1 mv4-5_8k.txt 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) MARCH 31, 2006 WHIRLPOOL CORPORATION (Exact name of registrant as Specified in Charter) DELAWARE 1-3932 38-1490038 (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 2000 M63 NORTH, BENTON HARBOR, MICHIGAN 49022-2692 (Address of Principal Executive Offices) (Zip Code) (269) 923-5000 (Registrant's telephone number, including area code) 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: [ ] 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 2.01. Completion of Acquisition or Disposition of Assets. On March 31, 2006, Whirlpool Corporation, a Delaware corporation ("Whirlpool"), completed its acquisition of Maytag Corporation, a Delaware corporation ("Maytag"). Pursuant to an Agreement and Plan of Merger, dated as of August 22, 2005 (the "Merger Agreement"), by and among Whirlpool, Whirlpool Acquisition Co. ("Whirlpool Acquisition") and Maytag, Whirlpool Acquisition merged with and into Maytag (the "Merger"), as a result of which Maytag became a wholly owned subsidiary of Whirlpool. The Merger Agreement is incorporated by reference as Exhibit 2.1 to this Report. Under the terms of the Merger Agreement, each share of Maytag common stock outstanding at the effective time of the Merger was converted into the right to receive (i) 0.1196 of a share of Whirlpool common stock, and (ii) $10.50 in cash. The aggregate consideration paid to former Maytag shareholders consisted of approximately 9.6 million shares of Whirlpool common stock and approximately $848 million in cash. Whirlpool obtained the cash portion of the consideration for the Merger through the issuance of commercial paper under commercial paper programs supported by committed bank facilities, as described in Whirlpool's Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the "2005 10-K"). Whirlpool intends to reissue the commercial paper as it matures from time to time. On March 29, 2006, following Department of Justice clearance of the Merger, borrowing capacity of $500 million under Whirlpool's 364-Day Credit Facility and the remaining $1 billion of borrowing capacity under its Amended and Restated Long-Term Five-Year Credit Agreement became available. The facilities are described in the 2005 10-K and are incorporated by reference as Exhibits 10.1 and 10.2 to this Report. Item 2.03. Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On March 31, 2006, Maytag retired approximately $185 million aggregate principal amount of Maytag's 6.875% Notes due 2006 (plus accrued interest) upon maturity using available cash of Maytag and Whirlpool and approximately $30 million aggregate principal amount of commercial paper issued by Whirlpool. The information contained in Item 2.01 hereof regarding Whirlpool's issuance of commercial paper to fund the cash portion of the consideration for the Merger is incorporated herein by reference. Whirlpool expects to refinance a portion of its commercial paper borrowings in the capital markets. On April 3, 2006, Whirlpool assumed the obligations for approximately $67 million of the letters of credit issued by Maytag under its credit facility and subsequently Maytag terminated its credit facility. Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired. (1) The audited consolidated balance sheets of Maytag Corporation as of December 31, 2005 and January 1, 2005 and the consolidated statements of operations, consolidated statements of shareholders' equity and consolidated statements of cash flows of Maytag 2 Corporation for each of the three fiscal years in the period ended December 31, 2005, and the schedule and independent registered public accounting firm's report related thereto (incorporated by reference from Maytag Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2005). (b) Pro Forma Financial Information. Whirlpool intends to file by amendment to this Form 8-K the required pro forma financial information no later than June 16, 2006. (d) Exhibits. 2.1 Agreement and Plan of Merger, dated as of August 22, 2005, by and among Whirlpool Corporation, Whirlpool Acquisition Co. and Maytag Corporation (incorporated by reference from Exhibit 2.1 to Whirlpool's Current Report on Form 8-K dated August 22, 2005). 10.1 Amended and Restated Long-Term Five-Year Credit Agreement dated as of December 1, 2005 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Certain Financial Institutions and Citibank, N.A., as Administrative Agent and Fronting Agent and JPMorgan Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank N.V., The Royal Bank of Scotland PLC and Bank of America, N.A., as Documentation Agents, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., Lead Arrangers and Joint Bookrunners (incorporated by reference from Exhibit 10.1 to Whirlpool's Current Report on Form 8-K filed December 6, 2005). 10.2 364-Day Credit Agreement dated as of December 1, 2005 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Certain Financial Institutions and Citibank, N.A., as Administrative Agent and Fronting Agent and JPMorgan Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank N.V., The Royal Bank of Scotland PLC and Bank of America, N.A., as Documentation Agents, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., Lead Arrangers and Joint Bookrunners (incorporated by reference from Exhibit 10.2 to Whirlpool's Current Report on Form 8-K filed December 6, 2005). 99.1 The audited consolidated balance sheets of Maytag Corporation as of December 31, 2005 and January 1, 2005 and the consolidated statements of operations, consolidated statements of shareholders' equity and consolidated statements of cash flows of Maytag Corporation for each of the three fiscal years in the period ended December 31, 2005, and the schedule and independent registered public accounting firm's report related thereto (incorporated by reference from Maytag Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2005). 99.2 Consent of the Independent Registered Public Accounting Firm. 3 SIGNATURE 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 hereunto duly authorized. WHIRLPOOL CORPORATION Date: April 6, 2006 By: /s/ Robert T. Kenagy --------------------------------- Name: Robert T. Kenagy Title: Associate General Counsel and Secretary 4 EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated as of August 22, 2005, by and among Whirlpool Corporation, Whirlpool Acquisition Co. and Maytag Corporation (incorporated by reference from Exhibit 2.1 to Whirlpool's Current Report on Form 8-K dated August 22, 2005). 10.1 Amended and Restated Long-Term Five-Year Credit Agreement dated as of December 1, 2005 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Certain Financial Institutions and Citibank, N.A., as Administrative Agent and Fronting Agent and JPMorgan Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank N.V., The Royal Bank of Scotland PLC and Bank of America, N.A., as Documentation Agents, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., Lead Arrangers and Joint Bookrunners (incorporated by reference from Exhibit 10.1 to Whirlpool's Current Report on Form 8-K filed December 6, 2005). 10.2 364-Day Credit Agreement dated as of December 1, 2005 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Certain Financial Institutions and Citibank, N.A., as Administrative Agent and Fronting Agent and JPMorgan Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank N.V., The Royal Bank of Scotland PLC and Bank of America, N.A., as Documentation Agents, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., Lead Arrangers and Joint Bookrunners (incorporated by reference from Exhibit 10.2 to Whirlpool's Current Report on Form 8-K filed December 6, 2005). 99.1 The audited consolidated balance sheets of Maytag Corporation as of December 31, 2005 and January 1, 2005 and the consolidated statements of operations, consolidated statements of shareholders' equity and consolidated statements of cash flows of Maytag Corporation for each of the three fiscal years in the period ended December 31, 2005, and the schedule and independent registered public accounting firm's report related thereto (incorporated by reference from Maytag Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2005). 99.2 Consent of the Independent Registered Public Accounting Firm. 5 EX-99 2 mv4-5ex99_2.txt Exhibit 99.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Current Report on Form 8-K of Whirlpool Corporation of our reports, dated February 8, 2006, with respect to the consolidated financial statements and schedule of Maytag Corporation, as of December 31, 2005 and January 1, 2005 and for each of the years in the three year period ended December 31, 2005, included in Maytag Corporation's Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP April 5, 2006 Chicago, Illinois -----END PRIVACY-ENHANCED MESSAGE-----