0000950131-01-503955.txt : 20011107 0000950131-01-503955.hdr.sgml : 20011107 ACCESSION NUMBER: 0000950131-01-503955 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011102 EFFECTIVENESS DATE: 20011102 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-72698 FILM NUMBER: 1773713 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 S-8 1 ds8.txt FORM S-8 CONFORMED COPY As filed with the Securities and Exchange Commission on November 2, 2001 Registration No. _______ -------------------------------------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHIRLPOOL CORPORATION ------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 38-1490038 ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2000 North M-63, Benton Harbor, Michigan 49022-2962 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) WHIRLPOOL CORPORATION KEY EMPLOYEE TREASURY STOCK OWNERSHIP PLAN ------------------------------------------------------------------------------- (Full Title of the plan) Robert T. Kenagy, Esq., Associate General Counsel and Secretary, Whirlpool Corporation, Law Department, Mail Drop 2200, 2000 North M-63, Benton Harbor, Michigan 49022-2692 -------------------------------------------------------------------------------- (Name and address of agent for service) 616-923-3910 ------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ---------------------------------------------------------------------------------------------------------------------- Proposed Proposed Maximum Title of Securities to Amount to be Maximum Aggregate Offering Amount of be Registered Registered Offering Price (1) Registration Fee Price Per Share (1) ---------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 200,000 $59.10 $11,820,000 $2,955.00 shares ---------------------------------------------------------------------------------------------------------------------- Preferred Share Purchase Rights 200,000 (2) (2) (2) shares ----------------------------------------------------------------------------------------------------------------------
Notes: 1. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed price of $59.10 per share, which represents the average of the high and low prices of such securities reported on the New York Stock Exchange Composite Tape on October 31, 2001. 2. Rights to purchase Junior Participating Preferred Stock, Series B initially are attached to and trade with the Common Stock being registered hereby. The value attributable to such rights, if any, is reflected in the market price of the Common Stock. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ------ --------------------------------------- The documents listed below are hereby incorporated by reference into this Registration Statement: 1. The Annual Report on Form 10-K of Whirlpool Corporation (the "Company") for the fiscal year ended December 31, 2000. 2. The Quarterly Reports on Form 10-Q of the Company for the fiscal quarters ended March 31, 2001, June 30, 2001 and September 30, 2001. 3. The Current Reports on Form 8-K of the Company filed on March 20, 2001, March 29, 2001, April 19, 2001, July 18, 2001, October 17, 2001 and October 19, 2001. 4. The description of the common stock of the Company which is contained in its Form 8-K dated April 23, 1996. 5. Description of the Preferred Stock Purchase Rights which was contained in the Registration Statement on Form 8-A filed by the Company on April 27, 1998 (file No. 1-3932). 6. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), 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, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein 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. Item 4. Description of Securities. ------ ------------------------- Not Applicable Item 5. Interests of Named Experts and Counsel. ------ -------------------------------------- Not Applicable Item 6. Indemnification of Directors and Officers. ------ ----------------------------------------- The Delaware General Corporation Law and the Certificate of Incorporation of the Company provide for the indemnification of any person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding by reason of the fact that such individual is or was a director or officer of the Company or serves or served another enterprise (including the plan) at the request of the Company against all expense, liability, and loss (including attorney's fees, judgments, fines, Employee Retirement Income Security Act of 1974 ("ERISA") excise taxes or penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered in connection therewith, to the fullest extent authorized by the Delaware General Corporation Law, and also generally provides for mandatory advancement by the Company of defense-related expenses. Both the Delaware General Corporation Law and the Certificate of Incorporation of the Company provide that the Company may maintain insurance to cover losses incurred pursuant to liability of directors and officers of the Company. The Company has obtained directors' and officers' insurance coverage, which insurance covers certain liabilities of directors and officers of the Company arising under the Securities Act. Item 7. Exemption from Registration Claimed. ------ ----------------------------------- Not Applicable Item 8. Exhibits. ------ -------- Exhibit No. ----------- 4(a) Restated Certificate of Incorporation of Whirlpool Corporation (filed as Exhibit 3(i) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-3932, and incorporated herein by reference.) 4(b) By-laws of the Company, as amended and restated August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Commission File No. 1-3932, and incorporated herein by reference.) 4(c) Rights Agreement, dated April 21, 1998, between Whirlpool Corporation and First Chicago Trust Company of New York, (incorporated by reference to the Registrant's Form 8-K filed on April 27, 1998.) 4(d) Whirlpool Corporation Key Employee Treasury Stock Ownership Plan. 23 Consent of Ernst & Young LLP 24 Power of Attorney 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 to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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; and (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 the 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 Securities Exchange Act of 1934 (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 herein, 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 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 or 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. SIGNATURES The Registrant. --------------- 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 Benton Harbor, State of Michigan, on November 2, 2001. WHIRLPOOL CORPORATION By: /s/ Daniel F. Hopp ------------------------- Daniel F. Hopp Senior Vice President Corporate Affairs and General Counsel SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- David. R. Whitwam* Director, Chairman of the Board and Chief Executive Officer Jeff M. Fettig* Director, President and Chief Operating Officer Herman Cain* Director Gary T. DiCamillo* Director Allan D. Gilmour* Director Kathleen J. Hempel* Director James M. Kilts* Director October 25, 2001 Arnold G. Langbo* Director Miles L. Marsh* Director Philip L. Smith* Director Paul G. Stern* Director Janice D. Stoney* Director Mark E. Brown* Executive Vice President and Chief Financial Officer (Principal Financial Officer) Betty A. Beaty* Vice President and Controller (Principal Accounting Officer) *By: /s/ Daniel F. Hopp Attorney in Fact November 2, 2001 ---------------------------------------- Daniel F. Hopp
EXHIBIT INDEX Exhibit Description Number of Document ------ ----------- 4(a) Restated Certificate of Incorporation of Whirlpool Corporation (filed as Exhibit 3(i) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No.1-3932, and incorporated herein by reference.) 4(b) By-laws of the Company, as amended and restated August 17, 1999 (filed as Exhibit 3(ii) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, Commission File No. 1-3932, and incorporated herein by reference.) 4(c) Rights Agreement, dated April 21, 1998, between Whirlpool Corporation and First Chicago Trust Company of New York, (incorporated by reference to the Registrant's Form 8-K filed on April 27, 1998.) 4(d) Whirlpool Corporation Key Employee Treasury Stock Ownership Plan. 23 Consent of Ernst & Young LLP 24 Power of Attorney EX-4.D 3 dex4d.txt WHIRLPOOL CORP KEY EMPLOYEE TREASURY STOCK OWN PLAN EXHIBIT 4(d) WHIRLPOOL CORPORATION KEY EMPLOYEE TREASURY STOCK OWNERSHIP PLAN ------------------------------------------ ARTICLE 1 GENERAL ------- 1.1 PURPOSE Whirlpool Corporation, a Delaware corporation (the "Corporation"), hereby adopts this Key Employee Treasury Stock Ownership Plan (the "Plan"). The purpose of the Plan is to foster and promote the long-term financial success of the Corporation by attracting and retaining outstanding employees by enabling them to participate in the Corporation's growth by providing for discretionary awards of stock-based forms of compensation to be paid in common stock, $1.00 par value per share ("Common Stock"), from the Corporation's treasury. 1.2 ADMINISTRATION The Plan shall be administered by the Human Resources Committee of the Board of Directors of the Corporation (the "Committee'). 1.3 PARTICIPATION Awards under the Plan shall only be granted to officers and other key employees of the Corporation. When selecting participants to receive Awards and the form and amount of Awards, the Committee may consider the employee's job function and responsibilities; the employee's past, present, and potential future contributions to the Corporation; and other factors deemed relevant by the Committee. Grants may be made to the same individual on more than one occasion. 1.4 SHARES SUBJECT TO THE PLAN All Awards granted under the Plan shall be paid in treasury shares of the Corporation's Common Stock. The maximum number of shares of Common Stock that may be awarded for all purposes under the Plan shall be 200,000 (subject to adjustment pursuant to Section 3.1). 1.5 GENDER AND NUMBER Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular. ARTICLE II AWARDS UNDER THE PLAN 2.1 TYPES OF AWARDS UNDER THE PLAN Awards under the Plan may be in the form of any one or more of the following: Statutory Stock Options, Incentive Stock Options, Non-statutory Stock Options, Stock Appreciation Rights, Performance Units, Performance Shares, Restricted Stock, Restricted Stock Equivalents, as well as grants of any other stock-based form of compensation within the discretion of the Committee (collectively, the "Awards"). All Awards granted under the Plan shall be paid in treasury shares of the Corporation's Common Stock. 2.2 TERMS AND CONDITIONS OF AWARDS The Committee will establish the terms and conditions of each Award as it deems appropriate at the time of each grant. ARTICLE III MISCELLANEOUS PROVISIONS 3.1 ADJUSTMENT UPON CERTAIN CHANGES In the event of a stock dividend or stock split, or combination or other reduction in the number of issued shares of Common Stock, a merger, consolidation, reorganization, recapitalization, sale or exchange of substantially all assets, or dissolution of the Corporation, the Board of Directors shall, in order to prevent the dilution or enlargement of rights under this Plan, make such adjustments in the number and type of shares of Common Stock authorized by the Plan. In the event fractional shares of Common Stock would otherwise result from any such adjustment, the number of shares of Common Stock so authorized and covered and the prices thereof shall be further adjusted so as to eliminate such fractions. 3.2 AMENDMENT, SUSPENSION AND TERMINATION OF PLAN The Board of Directors may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board of Directors may deem advisable in order that any Awards thereunder shall conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Corporation or the Directors to enjoy the benefits of any change in applicable laws or regulations, or in any other respect the Board of Directors may deem to be in the best interests of the Corporation. No such amendment, suspension, or termination shall impair rights under any outstanding Awards without the consent of the individual affected thereby. 3.3 LISTING, REGISTRATION AND LEGAL COMPLIANCE Each award of Common Stock shall be subject to the requirement that if at any time counsel to the Corporation shall determine that the listing, registration, or qualification thereof or of any shares of Common Stock or other property subject thereto upon any securities exchange or under any foreign, federal, or state securities or other law or regulation, or the consent or approval of any governmental body or the taking of any other action to comply with or otherwise with respect to any such law or regulation, is necessary or desirable as a condition to or in connection with the award of such Common Stock or other property thereunder, no such award may be paid in Common Stock unless such listing, registration, qualification, consent, approval, or other action shall have been effected or obtained free of any conditions not acceptable to the Corporation. The Corporation may at any time impose any limitations upon the terms of any award under this Plan that, in the opinion of the Board of Directors, are necessary or desirable in order to cause the Plan or any other plan of the Corporation to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 3.4 RIGHTS OF PARTICIPANTS Nothing in the Plan shall interfere with or limit in any way the right of the Corporation to terminate any employee's employment at any time, nor confer upon any employee any right to continue in the employ of the Corporation or a Subsidiary for any period of time or to continue the employee's present or any other rate of compensation. No employee shall have a right to be selected to receive Awards under the Plan, or, having been so selected, to be selected again. 3.5 REQUIREMENTS OF LAW; GOVERNING LAW The issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required. The Plan shall be construed in accordance with and governed by the laws of the State of Delaware. The provisions of the Plan shall be interpreted so as to comply with the conditions or requirements of Rule 16b-3 of the Exchange Act, unless applicable law otherwise requires a contrary interpretation of any such provision. 3.6 TERM OF PLAN Awards shall be made hereunder until this Plan is terminated by action of the Corporation's Board of Directors. October 16, 2001 / / / / / ________________________________________________________________________________ EX-23 4 dex23.txt CONSENT OF ERNST & YOUNG Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Whirlpool Corporation Key Employee Treasury Stock Ownership Plan of our report dated January 19, 2001, with respect to the consolidated financial statements and schedule of Whirlpool Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Chicago, Illinois November 1, 2001 EX-24 5 dex24.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of WHIRLPOOL CORPORATION, a Delaware corporation (the "Company") does hereby constitute and appoint DAVID R. WHITWAM, JEFF M. FETTIG, and DANIEL F. HOPP, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys, to execute, file, or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company, and the Whirlpool Corporation Key Employee Treasury Stock Ownership Plan (the "Key Employee Plan") and the Whirlpool Corporation Nonemployee Director Treasury Stock Ownership Plan (the "Nonemployee Director Plan") (together the "Plans"), to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereto, in connection with the registration under said Securities Act of 200,000 treasury shares of common stock of the Company for the Key Employee Plan and 300,000 treasury shares of common stock of the Company for the Nonemployee Director Plan (for a total of 500,000 treasury shares of common stock registered under the Plans) which may be offered or delivered to participants in the Plans, including specifically, but without limitation of the general authority hereby granted, the power of authority to sign his or her name as director or officer, or both, of the Company, as indicated below opposite his or her signature: (i) to the registration statements, or any amendments, post-effective amendments, deregistrations or papers supplemental thereto, to be filed in respect of said treasury shares of common stock of the Company, and to the prospectuses or any amendments, supplements or revisions thereof, to be filed with said registration statements or with any amendments or post-effective amendments to said registration statements; (ii) to any amendments or post-effective amendments or deregistrations as shall be necessary or appropriate to any registration statements heretofore filed under said Securities Act with respect to treasury shares of common stock of the Company; and (iii) to said prospectuses or any amendments, supplements, or revisions thereof to be filed with any registration statements (or with any amendments or post-effective amendments thereto) heretofore filed under said Securities Act with respect to treasury shares of common stock of the Company; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents, or any of them, or the substitute of any of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, each of the undersigned has subscribed these presents this 25/th/ day of October, 2001. Name Title /s/ David R. Whitwam Director, Chairman of the Board and -------------------------- David R. Whitwam Chief Executive Officer (Principal Executive Officer) /s/ Jeff M. Fettig Director, President and -------------------------- Jeff M. Fettig Chief Operating Officer (Principal Operating Officer) Name Title /s/ Mark E. Brown Executive Vice President and -------------------------- Mark E. Brown Chief Financial Officer (Principal Financial Officer) /s/ Betty A. Beaty Vice President and Controller -------------------------- Betty A. Beaty (Principal Accounting Officer) /s/ Herman Cain Director -------------------------- Herman Cain /s/ Gary T. DiCamillo Director -------------------------- Gary T. DiCamillo /s/ Allan D. Gilmour Director -------------------------- Allan D.Gilmour /s/ Kathleen J. Hempel Director -------------------------- Kathleen J. Hempel /s/ James M. Kilts Director -------------------------- James M. Kilts /s/ Arnold G. Langbo Director -------------------------- Arnold G. Langbo /s/ Miles L. Marsh Director -------------------------- Miles L. Marsh /s/ Philip L. Smith Director -------------------------- Philip L. Smith /s/ Paul G. Stern Director -------------------------- Paul G. Stern /s/ Janice D. Stoney Director -------------------------- Janice D. Stoney