<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
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
<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, 400,000 $57.75 $23,100,000 $7,965.50
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>
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
<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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
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
</TABLE>
4
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description Sequentially
Number of Document Numbered Page
- ------- ----------- -------------
<S> <C> <C>
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
</TABLE>
5
<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 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.
<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 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
<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 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
<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
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)
