<PAGE>
As filed with the Securities and Exchange Commission on October 28, 1998
Registration No. 333-__________
________________________________________________________________________________
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 North M-63 49022-2962
Benton Harbor, Michigan (Zip Code)
(Address of principal executive offices)
WHIRLPOOL CORPORATION
1998 OMNIBUS STOCK AND INCENTIVE 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
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 4,000,000 shares $51.750(1) $207,000,000(1) $57,546.00(1)
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
1. Calculated pursuant to Rule 457(h) 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.
<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, 1997.
2. The description of the common stock of the Company which is contained in its
Form 8-K dated April 23, 1996.
3. All reports and other documents subsequently filed (since December 31, 1997)
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
<PAGE>
authorized by the Delaware General Corporation Law, and also generally provides
for mandatory advancement by the Company of defense-related expenses.
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 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 and
incorporated herein by reference.)
4(c) Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan
(filed as Exhibit A of Whirlpool Corporation's proxy statement
for the Annual Meeting of stockholders held on April 28, 1998 and
incorporated herein by reference.)
4(d) Rights Agreement, dated April 21, 1998, between Whirlpool
Corporation and First Chicago Trust Company of New York,
(incorporated by reference to the Registrant's Form 8-K filed on
April 27, 1998.
5 Opinion of Robert T. Kenagy, Esq. Re: legality
23(a) Consent of Ernst & Young LLP
23(b) Consent of PricewaterhouseCoopers
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
<PAGE>
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.
(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 or 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.
<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 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 28,
1998.
WHIRLPOOL CORPORATION
By: /s/ Daniel F. Hopp
-------------------------
Daniel F. Hopp
Senior Vice President
Corporate Affairs and
General Counsel
<PAGE>
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 28, 1998
----------------------------------------
Daniel F. Hopp
<PAGE>
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) Whirlpool Corporation 1998 Omnibus Stock and Incentive
Plan (filed as Exhibit A of Whirlpool Corporation's proxy
Statement for the Annual Meeting of stockholders held on
April 28, 1998, Commission File No. 1-3932, and
incorporated herein by reference.)
4(d) 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 Opinion of Robert T. Kenagy, Esq. Re: legality
23(a) Consent of Ernst & Young LLP
23(b) Consent of PricewaterhouseCoopers
23(c) Consent of Robert T. Kenagy (Included in Exhibit 5)
24 Powers of Attorney
<PAGE>
Exhibit 5
[LETTERHEAD OF WHIRLPOOL]
October 28, 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 Corporation 1998 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 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 T. Kenagy
<PAGE>
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated October 28, 1998 pertaining to the Whirlpool Corporation 1998 Omnibus
Stock and Incentive Plan and to the incorporation by reference therein of our
report 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) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Chicago, Illinois
October 23, 1998
<PAGE>
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 Corporation 1998 Omnibus Stock
and Incentive 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
<PAGE>
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
<PAGE>
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
- ---------------------------- (Principal Accounting Officer)
Mark Brown
/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
<PAGE>
/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
