<PAGE>
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
<TABLE>
<CAPTION>
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)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 1,000,000 $51.750 $51,750,000 $14,386.50
shares
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<PAGE>
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.
<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 27,
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 27, 1998
--------------------------------------------
Daniel F. Hopp
<PAGE>
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
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Description
Number of Document
- ------ -----------
<S> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<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 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
<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 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
<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.
<TABLE>
<CAPTION>
Name Title
<S> <C>
/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
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/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
</TABLE>
