<PAGE>
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
1996 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: 7
Total number of pages: 13
1
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
________________________________________________________________________________________
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
________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 4,000,000 $57.75 $231,000,000 $79,655.04
par value shares
$1.00 per share
</TABLE>
(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
<PAGE>
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, 1995.
1. The description of the common stock of the Company which is contained in its
Form 8-K dated April 23, 1996.
1. All reports and other documents subsequently filed (since December 31, 1995)
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.
3
<PAGE>
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 January 23, 1995
(filed as Exhibit 3(ii) to Whirlpool Corporation's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.)
4(c) Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan (filed
as Exhibit A of Whirlpool Corporation's proxy statement for the
Annual Meeting of stockholders held on April 16, 1996.)
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
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.
4
<PAGE>
(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 of 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.
5
<PAGE>
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
6
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Sequentially
Number of Document Numbered Page
- ------- ----------- -------------
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.) N/A
4(b) By-laws of the Company, as amended and restated
January 23, 1995 (filed as Exhibit 3(ii) to
Whirlpool Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994.) N/A
4(c) Whirlpool Corporation 1996 Omnibus Stock and
Incentive Plan (filed as Exhibit A of Whirlpool
Corporation's proxy statement for the Annual
Meeting of stockholders held on April 16, 1996.) N/A
5 Opinion of Robert T. Kenagy, Esq. re: legality 8
23(a) Consent of Ernst & Young LLP 10
23(b) Consent of Price Waterhouse L.L.P. 11
23(c) Consent of Robert T. Kenagy (Included in Exhibit 5) N/A
24 Powers of Attorney 12
7
<PAGE>
[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 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 1996 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.
<PAGE>
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
<PAGE>
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 1996 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
<PAGE>
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 1996 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
Auditores Independentes
Sao Paulo, Brazil
April 24, 1996
<PAGE>
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;
<PAGE>
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
______________________________ Chief Executive Officer
David R. Whitwam
/s/ William D. Marohn Director, President and Chief
______________________________ Operating Officer
William D. Marohn
/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
______________________________ Chief Financial Officer
John P. Cunningham (Principal Financial Officer)
/s/ Robert G. Thompson Corporate Vice President and
______________________________ Controller (Principal
Robert G. Thompson Accounting Officer)
