-----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, HM16qinrXfIb2HviIolcRESExPQbpj64V+VJQ4U43ewIPVnQyXGcH/LRWXzDXCIs ElGiT54Z3gxTd0QkjSImlg== 0000950131-96-001710.txt : 19960426 0000950131-96-001710.hdr.sgml : 19960426 ACCESSION NUMBER: 0000950131-96-001710 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960425 EFFECTIVENESS DATE: 19960514 SROS: CSX SROS: NYSE 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: 333-02825 FILM NUMBER: 96550910 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: CENTON HARBOR STATE: MI ZIP: 49022 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 25, 1996 Registration No. 33-______ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WHIRLPOOL CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-1490038 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2000 M63 North 49022-2692 Benton Harbor, Michigan (Zip Code) (Address of principal executive offices) WHIRLPOOL CORPORATION 1989 OMNIBUS STOCK AND INCENTIVE PLAN (Title of the Plan) Robert T. Kenagy, Esq. Associate General Counsel Whirlpool Corporation, Law Department, Mail Drop 2200 2000 North M-63 Benton Harbor, Michigan 49022-2692 (Name and address of agent for service) Registrant's telephone number, including area code (616)-923-5000 (Cover page continued on next page) Exhibit index on page: 5 Total number of pages: 11 1 CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------- Proposed Proposed maximum Title of Amount maximum aggregate Amount of securities to be offering price offering registration to be registered/(1)/ per share/(2)/ price/(2)/ fee registered - ----------------------------------------------------------------------- Common Stock, 400,000 $57.75 $23,100,000 $7,965.50 par value shares $1.00 per share
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of common stock issuable in the event the number of outstanding shares of the Company is increased by split-up, reclassification, stock dividend or the like. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, based on the average of the high and low price per share of common stock of Whirlpool Corporation on April 19, 1996, as reported on the New York Stock Exchange Composite Tape. 2 STATEMENT OF INCORPORATION -------------------------- The contents of Registration Statements No. 2-64261 and 33-21360 are hereby incorporated by reference into this document. EXHIBITS -------- Exhibit No. - ----------- 5 Opinion of Robert T. Kenagy, Esq. re: legality 23(a) Consent of Ernst & Young LLP 23(b) Consent of Price Waterhouse L.L.P. 23(c) Consent of Robert T. Kenagy (Included in Exhibit 5) 24 Powers of Attorney 3 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 in 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 April 25, 1996. Whirlpool Corporation By: Daniel F. Hopp, Vice President, General Counsel and Secretary 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 William D. Marohn* Director, President, and Chief Operating Officer Victor A. Bonomo* Director Robert A. Burnett* Director Herman Cain* Director Allan D. Gilmour* Director Kathleen J. Hempel* Director Arnold G. Langbo* Director Miles L. Marsh* Director Philip L. Smith* Director Paul G. Stern* Director Janice D. Stoney* Director John P. Cunningham* Executive Vice President and Chief Financial Officer (Principal Financial Officer) Robert G. Thompson* Corporate Vice President and Controller (Principal Accounting Officer) *By: /s/ Daniel F. Hopp Attorney in Fact April 25, 1996 ------------------------------ Daniel F. Hopp
4 EXHIBIT INDEX -------------
Exhibit Description Sequentially Number of Document Numbered Page - ------- ----------- ------------- 5 Opinion of Robert T. Kenagy, Esq. re: legality 6 23(a) Consent of Ernst & Young LLP 8 23(b) Consent of Price Waterhouse L.L.P. 9 23(c) Consent of Robert T. Kenagy (Included in Exhibit 5) -- 24 Powers of Attorney 10
5 EX-5 2 OPINION OF ROBERT KENAGY [LETTERHEAD OF WHIRLPOOL CORPORATION] April 25, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: I have acted as counsel to Whirlpool Corporation (the "Company") in connection with the preparation of the Registration Statement on Form S-8 filed today under the Securities Act of 1933, as amended (the "Registration Statement"), covering 400,000 shares of common stock, $1.00 par value per share, of the Company (the "Common Stock") which may be issued to participants under the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan (the "Plan") as a result of awards or the exercise of options granted to such participants. I have examined the Plan and such other records, documents, and matters of law and satisfied myself as to such matters of fact as I have deemed relevant for purposes of this opinion. In rendering this opinion, I have assumed without investigation that the information supplied to me by the Company and its employees and agents is accurate and complete. Based upon and subject to the foregoing, I am of the opinion that, assuming that the shares of Common Stock (the "Shares") will be issued in accordance with the terms of the Plan and in the manner described in the Registration Statement, the Shares to be issued to participants under the Plan will be legally issued, fully paid, and non-assessable when so delivered pursuant to and in accordance with the terms and conditions of the Plan. I do not find it necessary for purposes of this opinion, and accordingly do not purpose herein to cover, the application of the securities of "Blue Sky" laws of the various states to the delivery of the Shares to the participants pursuant to and in accordance with the terms and conditions of the Plan. Securities and Exchange Commission April 25, 1996 Page 2 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me included in and made a part of the Registration Statement. Sincerely, /s/ Robert T. Kenagy Robert T. Kenagy RTK/jl EX-23.A 3 CONSENT OF ERNST & YOUNG CONSENT OF ERNST & YOUNG LLP The Board of Directors Whirlpool Corporation Benton Harbor, Michigan We consent to the incorporation by reference in the Registration Statement pertaining to the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan of our report dated January 31, 1996, with respect to the consolidated financial statements and schedule of Whirlpool Corporation and subsidiaries, included in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities and Exchange Commission. Chicago, Illinois April 23, 1996 EX-23.B 4 CONSENT OF PRICE WATERHOUSE CONSENT OF PRICE WATERHOUSE The Board of Directors Whirlpool Corporation Benton Harbor, Michigan We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan of our reports with respect to the financial statements of Empresa Brasileira de Compressores S.A. - EMBRACO and its subsidiaries, Multibras S.A. Eletrodomesticos and its subsidiaries and Brasmotor S.A. and its subsidiaries dated January 19, 1996 which reports are included in Whirlpool Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. Price Waterhouse Auditors Independentes Sao Paulo, Brazil April 24, 1996 EX-24 5 POWERS 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, WILLIAM D. MAROHN, JOHN P. CUNNINGHAM, E. R. DUNN 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, the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan (the "new Plan"), the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan, as amended effective June 20, 1995 (the "1989 Plan"), or any of them, 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 (a) 4,000,000 shares of common stock of the Company which may be offered or delivered to participants in the 1996 Plan, (b) 400,000 shares of common stock of the Company which may be offered or delivered to participants in the 1989 Plan, and (c) interests in the 1996 Plan or the 1989 Plan which may be offered to employees of the Company or its subsidiaries, 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 shares of common stock of the Company and said interests in the Plans, 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 shares of common stock of the Company and interests in said Plans; (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 shares of common stock of the Company and interests in said Plans; IN WITNESS WHEREOF, each of the undersigned has subscribed these presents as of this 16th day of April 1996. NAME TITLE - ----------------------------- --------------------------------- /s/ David R. Whitwam - ----------------------------- Director, Chairman of the Board and David R. Whitwam Chief Executive Officer /s/ William D. Marohn - ----------------------------- Director, President and Chief William D. Marohn Operating Officer /s/ Victor A. Bonomo - ----------------------------- Director Victor A. Bonomo /s/ Robert A. Burnett - ----------------------------- Director Robert A. Burnett /s/ Herman Cain - ----------------------------- Director Herman Cain /s/ Allan D. Gilmour - ----------------------------- Director Allan D. Gilmour /s/ Kathleen J. Hempel - ----------------------------- Director Kathleen J. Hempel /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 /s/ John P. Cunningham - ----------------------------- Executive Vice President and John P. Cunningham Chief Financial Officer (Principal Financial Officer) /s/ Robert G. Thompson - ----------------------------- Corporate Vice President and Robert G. Thompson Controller (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----