-----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, SUw4EdHYI338zfx0mapvreO/2Zd3Z6VltlMgn0DuISIsUUC8kgblpop6p5jj8t8H eukZ9IBskjLHM7ZhykY1DA== 0000950131-98-005656.txt : 19981028 0000950131-98-005656.hdr.sgml : 19981028 ACCESSION NUMBER: 0000950131-98-005656 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19981027 EFFECTIVENESS DATE: 19981027 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: SEC FILE NUMBER: 333-66163 FILM NUMBER: 98731065 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 FORM S-8 CONFORMED COPY As filed with the Securities and Exchange Commission on October 27, 1998 Registration No. 333-_______ ________________________________________________________________________________ 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 401(k) 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 Maximum Offering Price Proposed Maximum Title of Securities to Amount to be Per Aggregate Offering Amount of Registration be Registered Registered (1) Share (2) Price (2) Fee (3) - ----------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 1,000,000 $51.750 $51,750,000 $14,386.50 shares - -----------------------------------------------------------------------------------------------------------------------
Notes: 1. In addition, pursuant to Rule 416(c) of Regulation C, this registration statement also covers an indeterminate amount of interests to be offered or sold in the Whirlpool 401(k) Plan. 2. Calculated pursuant to Rule 457(h) of Regulation C based on an assumed price of $51.750 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 22, 1998. 3. Pursuant to Rule 457(h)(2) of Regulation C, no separate fee is required with respect to interests in the Whirlpool 401(k) Plan. Pursuant to General Instruction E to Form S-8, this Registration Statement registers additional securities of the same class as other securities registered on Registration Statement No. 33-53196 on Form S-8 filed October 13, 1992 with the Commission. The contents of such earlier Registration Statement are hereby incorporated in this Registration Statement by reference. Item 8. Exhibits. - ------ -------- See Exhibit Index. 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 October 27, 1998. 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 William D. Marohn* Director and Vice Chairman Robert A. Burnett* Director Herman Cain* Director Gary T. DiCamillo* Director H. Miguel Etchenique* Director Allan D. Gilmour* Director Kathleen J. Hempel* Director Philip L. Smith* Director Paul G. Stern* Director Janice D. Stoney* Director Ralph F. Hake* Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) Mark Brown* Vice President and Controller (Principal Accounting Officer) *By: /s/ Daniel F. Hopp Attorney in Fact October 27, 1998 -------------------------------------------- Daniel F. Hopp The Plan. - --------- Pursuant to the requirements of the Securities Act of 1933, the Plan 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 October 27, 1998. WHIRLPOOL 401(K) PLAN By: /s/ Kenneth W. Kaminski ------------------------------ Kenneth W. Kaminski Trustee and Chairman of the Individual Trustees 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 February 17, 1998 (filed as Exhibit 3(ii) to Whirlpool Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, 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, (filed on the Registrant's Form 8-K filed on April 27, 1998, Commission File No. 1-3932, and incorporated herein by reference.) 5(a) Opinion of Robert J. LaForest, Esq. Re: Legality 5(b) Opinion of Altheimer & Gray regarding ERISA compliance 23(a) Consent of Ernst & Young LLP 23(b) Consent of PricewaterhouseCoopers 23(c) Consent of Robert J. LaForest (included in Exhibit 5(a)) 23(d) Consent of Altheimer & Gray (included in Exhibit 5(b)) 24 Powers of Attorney
EX-5.(A) 2 OPINION OF ROBERT J. LAFOREST, ESQ. EXHIBIT 5(a) [LETTERHEAD OF WHIRLPOOL CORPORATION] October 27, 1998 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 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 401(k) Plan (the "Plan"). 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 purport 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. 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, Robert J. LaForest RJL/ah EX-5.(B) 3 OPINION OF ALTHEIMER & GRAY EXHIBIT 5(b) October 26, 1998 The Individual Trustees of Whirlpool 401(k) Trust 2000 North State Route 63 Benton Harbor, Michigan 49022 The Board of Directors of Whirlpool Corporation 2000 North State Route 63 Benton Harbor, Michigan 49022 Dear Sirs: We have been asked by the Individual Trustees (the "Trustees") of the Whirlpool 401(k) Trust (the "Trust") and the management of Whirlpool Corporation (the "Company") to advise them of our opinion with respect to compliance by the Trust and the Whirlpool 401(k) Plan, as restated effective April 1, 1993 (the "Plan"), with the provisions of the Employee Retirement Income Security Act of 1974, as amended, and the rulings and regulations published thereunder, to date ("ERISA"). For purposes of this opinion, we have examined pertinent documents and records as we have deemed appropriate, including the Plan and the Trust, as amended, the Rules and Regulations of the Plan, a determination letter dated March 27, 1995, in which the Internal Revenue Service made a favorable determination as to the qualified status of the Plan under applicable provisions of the Internal Revenue Code of 1986, as amended (the "Determination Letter") and the Company's Restated Certificate of Incorporation and By-Laws, as amended. The Company has not requested a determination letter from the Internal Revenue Service subsequent to the Determination Letter as a result of amendments to the Plan and the Trust. On the basis of the foregoing, it is our opinion that we are not aware of any circumstances in existence since the issuance of the Determination Letter, or any reason why any amendments to the Plan and the Trust adopted since the issuance of the Determination Letter, which would cause the Plan or the Trust to fail to comply with ERISA. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Ian S. Kopelman Ian S. Kopelman FOR ALTHEIMER & GRAY ISK/kdf EX-23.(A) 4 CONSENT OF ERNST & YOUNG EXHIBIT 23(a) CONSENT OF ERNST & YOUNG LLP We consent to the incorporation by reference in the Registration Statement (Form S-8) dated October 27, 1998 pertaining to the Whirlpool 401(k) Plan and to the incorporation by reference therein of our reports (a) dated January 26, 1998, with respect to the consolidated financial statements and schedule of Whirlpool Corporation and subsidiaries, incorporated by reference or included in its Annual Report (Form 10-K) and (b) dated May 18, 1998, with respect to the financial statements and schedules of the Whirlpool 401(k) Plan included in the Plan's Annual Report (Form 11-K), both for the year ended December 31, 1997, filed with the Securities and Exchange Commission. Ernst & Young LLP Chicago, Illinois October 23, 1998 EX-23.(B) 5 CONSENT OF PRICE WATERHOUSE L.L.P. EXHIBIT 23(b) Consent of PricewaterhouseCoopers We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Whirlpool 401 (k) Plan of our reports with respect to the financial statements of Brasmotor S.A. and its subsidiaries, Multibras S.A. Eletrodomesticos and its subsidiaries and Empresa Brasileira de Compressores S.A. - EMBRACO and its subsidiaries dated January 23, 1998 which reports are included in Whirlpool Corporation's Annual Report on Form 10-K for the year ended December 31, 1997. PricewaterhouseCoopers Auditores Independentes Sao Paulo, Brazil October 23, 1998 EX-24 6 POWERS OF ATTORNEY EXHIBIT 24 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, RALPH F. HAKE, 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 401(k) Plan (the "401(k) Plan"), the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan (the "1998 Plan"), (collectively the 401(k) Plan and the 1998 Plan will be referred to as the "Plans"), 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) 1,000,000 shares of common stock of the Company which may be offered or delivered to participants in the Whirlpool 401(k) Plan, (b) interests in the Whirlpool 401(k) Plan which may be offered to employees of the Company or its subsidiaries, (c) 4,000,000 shares of common stock of the Company which may be offered or delivered to participants in the 1998 Plan, 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 of 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; and each of the undersigned does hereby fully ratify and confirm all that said attorney 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 19th day of October, 1998.
Name Title /s/ David R. Whitwam Director, Chairman of the Board and - --------------------------- Chief Executive Officer David R. Whitwam (Principal Executive Officer) /s/ William D. Marohn Director and Vice Chairman - --------------------------- William D. Marohn /s/ Ralph F. Hake Senior Executive Vice President and - --------------------------- Chief Financial Officer Ralph F. Hake (Principal Financial Officer) /s/ Mark Brown - --------------------------- Vice President and Controller Mark Brown (Principal Accounting Officer) /s/ Robert A. Burnett - --------------------------- Director Robert A. Burnett /s/ Herman Cain - --------------------------- Director Herman Cain /s/ Gary T. DiCamillo - --------------------------- Director Gary T. DiCamillo /s/ H. Miguel Etchenique - --------------------------- Director H. Miguel Etchenique
/s/ Allan D. Gilmour - ------------------------------ Director Allan D. Gilmour /s/ Kathleen J. Hempel - ------------------------------ Director Kathleen J. Hempel /s/ Philip L. Smith - ------------------------------ Director Philip L. Smith /s/ Paul G. Stern - ------------------------------ Director Paul G. Stern /s/ Janice D. Stoney - ------------------------------ Director Janice D. Stoney
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