-----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, LqDI8WSNDyDWDWHR/ng/nO+KW+3tB8kzeG1Ii8vxNwO2TskqbYwmggqtEfE5XA5c RGW4UAJHX+Y0tqGDTAQiWQ== 0001104659-06-021134.txt : 20060331 0001104659-06-021134.hdr.sgml : 20060331 20060331133916 ACCESSION NUMBER: 0001104659-06-021134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 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: 06727359 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 a06-8077_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 8.01 – Other Events.

 

On March 31, 2006, Whirlpool Corporation issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01  Financial Statements and Exhibits.

 

99.1                           Copy of press release dated March 31, 2006

 

2



 

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: March 31, 2006

 

By:

  /s/Robert T. Kenagy

 

 

 

Name:

Robert T. Kenagy

 

 

Title:

Corporate Secretary

 

3



 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated March 31, 2006

 

4


EX-99.1 2 a06-8077_2ex99d1.htm EXHIBIT 99

Exhibit 99.1

 

Contact:

 

 

Media

 

Investors

Whirlpool Corporate Communications

 

Larry Venturelli, 269/923-4678

269-923-7405

 

Larry.Venturelli@whirlpool.com

 

WHIRLPOOL CORPORATION COMPLETES ACQUISITION OF MAYTAG CORPORATION

 

BENTON HARBOR, Mich. —  March 31, 2006— Whirlpool Corporation (NYSE: WHR) today completed its acquisition of Maytag Corporation. The combined enterprise will immediately begin the integration process.

 

“The addition of the Maytag, Jenn-Air, Amana and other brands, and the people who support those brands, will allow Whirlpool to more fully deploy our innovation capability across a wide assortment of high-quality products and services,” said Jeff M. Fettig, Whirlpool’s chairman and CEO. “The combined companies will create substantial benefits for consumers, trade customers and shareholders through continued development of innovative products, improved quality and service, and cost efficiencies.”

 

Under the terms of the agreement between the two companies, former stockholders of Maytag Corporation are entitled to receive $10.50 in cash and 0.1193 of a share of Whirlpool common stock for each share of Maytag common stock held, or a total of approximately $848 million in cash and approximately 9.6 million shares of Whirlpool common stock. The aggregate transaction value, including approximately $0.9 billion of Maytag debt, is $2.6 billion.

 

Moving forward, Whirlpool management will lead the combined company, which is headquartered in Benton Harbor, Mich. Whirlpool plans to release its first quarter earnings on April 25. The company plans to provide more detailed information about its Maytag plans in approximately 60 days.

 

EDITOR’S NOTE:  B-Roll available via Pathfire. On the left-hand panel of Pathfire, double click on News Broadcast Network, story #NBN24367.

 

About Whirlpool Corporation

Whirlpool Corporation is the world’s leading manufacturer and marketer of major home appliances, with annual sales of more than $19 billion, more than 80,000 employees, and more than 60 manufacturing and technology research centers around the world. The company markets Whirlpool, Maytag, KitchenAid, Jenn-Air, Amana, Brastemp, Bauknecht and other major brand names to consumers in nearly every country around the world. Additional information about the company can be found at http://www.whirlpoolcorp.com.

 

Whirlpool Additional Information:
This document contains forward-looking statements that speak only as of this date. Whirlpool disclaims any obligation to update these statements. Forward-looking statements in this document include, but are not limited to, expectations as to the closing of the proposed merger with Maytag Corporation. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool’s forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry reflecting the impact of both new and established global, including Asian and European, manufacturers and the strength of trade customers; (2) Whirlpool’s ability to continue its strong relationship with Sears Holding Corporation in North America (accounting for approximately 15% of Whirlpool’s 2005 consolidated net sales of $14 billion) and other significant trade customers, and the ability of these trade customers to maintain or increase market share; (3) Whirlpool’s ability to integrate the recently acquired Maytag Corporation on a timely basis and realize the full anticipated benefits of the merger within the current estimate of costs; (4) demand for Whirlpool’s products, including the strength of the U.S. building industry and the level of interest rates; (5) the ability of Whirlpool to achieve its business plans, including productivity improvements, cost control, leveraging of its global

 



 

operating platform and acceleration of the rate of innovation; (6) fluctuations in the cost of key materials (including steel, oil, plastic resins, copper and zinc) and components and the ability of Whirlpool to offset cost increases; (7) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (8) changes in market conditions, health care cost trends and pending regulation that could increase future funding obligations for pension and post-retirement benefit plans; (9) the cost of compliance with environmental and health and safety regulation, including new regulations in Europe regarding appliance disposal; (10) potential exposure to product liability claims, including the outcome of Whirlpool’s previously-announced investigation of a supplier-related quality and potential product safety problem that may affect up to 3.5 million appliances manufactured between 2000 and 2002; (11) the impact of labor relations; (12) Whirlpool’s ability to obtain and protect intellectual property rights; (13) the ability of Whirlpool to manage foreign currency and its effective tax rate; (14) global, political and/or economic uncertainty and disruptions, especially in Whirlpool’s significant geographic markets, including uncertainty and disruptions arising from natural disasters, including possible effects of recent U.S. hurricanes, or terrorist activities; and (15) risks associated with operations outside the U.S. Additional information concerning these factors can be found in Whirlpool’s filings with the Securities and Exchange Commission, including the annual report on Form 10-K for its fiscal year ended December 31, 2005.

 


-----END PRIVACY-ENHANCED MESSAGE-----