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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WHIRLPOOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-1490038
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(State of incorporation or organization) (IRS Employer Identification No.)
2000 North M-63
Benton Harbor, Michigan 49022-2692
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form
relates: (if applicable)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
with respect to Common Stock, Chicago Stock Exchange
par value $1.00
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On April 21, 1998, the Board of Directors of Whirlpool Corporation
(the "Company") declared a dividend of one preferred share purchase right (a
"Right")for each outstanding share of common stock, par value $1.00 per share
(the "Common Shares"), of the Company. The Rights dividend is payable to the
stockholders of record on May 22, 1998 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share
of Junior Participating Preferred Stock, Series B, par value $1.00 per share
(the "Preferred Shares"), of the Company at a price of $300 per one one-
thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights Agreement
dated April 21, 1998 (the "Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days after a person or group (an
"Acquiring Person"), together with persons affiliated or associated with such
Acquiring Person, has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding Common Shares (the "Trigger Date")
or (ii) the tenth business day after the date of commencement or public
disclosure of an intention to commence a tender offer or exchange offer by a
person if, upon consummation of the offer, such person could acquire beneficial
ownership of 15% or more of the outstanding Common Shares(the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced by
Common Share certificates and not by separate certificates.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption, exchange or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption, exchange or expiration of the Rights), new Common Share
certificates issued after May 22, 1998, upon transfer or new issuance of the
Common Shares, will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights) the surrender for transfer of any certificate for
Common Shares, with or without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Rights Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date, and such
separate Right Certificates alone will evidence the Rights.
The Rights will first become exercisable after the Distribution Date
(unless sooner redeemed or exchanged). The Rights will expire at the close of
business on May 22, 2008 (the "Expiration Date"), unless earlier redeemed or
exchanged by the Company as described below.
The Purchase Price payable, and the number of Common Shares or
Preferred Shares or other securities, cash or other property issuable, upon
exercise of the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend or distribution on, or a
subdivision, combination or reclassification of, the Common Shares or Preferred
Shares, (ii)
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upon the grant to holders of the Common Shares or Preferred Shares of certain
rights, options or warrants to subscribe for Common Shares or Preferred Shares
or securities convertible into Common Shares or Preferred Shares at less than
the current market price of the Common Shares or Preferred Shares or (iii) upon
the distribution to holders of the Common Shares or Preferred Shares of
evidences of indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings) or of subscription rights or warrants
(other than those referred to above).
The Preferred Shares purchasable upon exercise of the Rights will not
be redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment equal to the greater of $25 per share and 1,000 times
the dividend declared per Common Share. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum preferential liquidation
payment equal to the greater of $100 per share and 1,000 times the payment made
per Common Share. Each Preferred Share will have 1,000 votes per share, voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 1,000 times the amount received per Common Share.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-thousandth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that a person becomes an Acquiring Person, proper
provision shall be made so that each holder of a Right, other than Rights that
are or were beneficially owned by the Acquiring Person and certain related
persons and transferees (which will thereafter be void), shall thereafter have
the right to receive upon exercise of such Right that number of Common Shares
(or other securities) having at the time of such transaction a market value of
two times the exercise price of the Right. In the event that a person becomes an
Acquiring Person and the Company is involved in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Common Stock is changed or exchanged or in a transaction or transactions
in which 50% or more of its consolidated assets or earning power are sold,
proper provision shall be made so that each holder of a Right (other than such
Acquiring Person and certain related persons or transferees) shall thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction would have a market
value of two times the exercise price of the Right. In addition, in the event
that an Acquiring Person, together with persons affiliated or associated with
such Acquiring Person, does not have beneficial ownership of 50% or more of the
Common Shares, the Company's Board of Directors has the option of exchanging all
or part of the Rights (excluding void Rights) for an equal number of Common
Shares in the manner described in the Rights Agreement.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-
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thousandth of a Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on the last
trading date prior to the date of exercise.
At any time prior to the Trigger Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"), payable in cash, shares (including fractional
shares) of common stock or any other form of consideration deemed appropriate by
the Board of Directors. Immediately upon action of the Board of Directors
ordering redemption of the Rights, the ability of holders to exercise the Rights
will terminate and the only rights of such holders will be to receive the
Redemption Price.
At any time prior to the Trigger Date, the Board of Directors of the
Company may amend or supplement the Rights Agreement without the approval of the
Rights Agent or any holder of the Rights. Thereafter, the Board of Directors of
the Company may amend or supplement the Rights Agreement without such approval
only to cure ambiguity, correct or supplement any defective or inconsistent
provision or change or supplement the Rights Agreement in any manner which shall
not adversely affect the interests of the holders of the Rights (other than an
Acquiring Person or an affiliate or associate thereof). Immediately upon the
action of the Board of Directors providing for any amendment or supplement, such
amendment or supplement will be deemed effective.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board, except pursuant to an offer conditioned on a
substantial number of Rights being acquired. The Rights should not interfere
with any merger or other business combination approved by the Board of Directors
prior to the time a person or group has acquired beneficial ownership of 15% or
more of the Common Shares, because until such time the Rights may generally be
redeemed by the Company at $.01 per Right.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
The Rights Agreement, dated April 21, 1998, between the Company and
First Chicago Trust Company of New York, as Rights Agent, specifying the terms
of the Rights is attached hereto as an exhibit and is incorporated herein by
reference. The foregoing description of the Rights is qualified in its entirety
by reference to the Rights Agreement in the exhibit attached hereto.
Item 2. Exhibits.
1. Rights Agreement, dated April 21, 1998, between Whirlpool Corporation and
First Chicago Trust Company of New York, with exhibits (incorporated herein
by reference to Exhibit 4 of Whirlpool Corporation's Form 8-K, dated April
22, 1998).
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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
Dated: April 22, 1998 By: /s/ Daniel F. Hopp
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Daniel F. Hopp
Vice President, General Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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1 Rights Agreement, dated April 21, 1998, between Whirlpool
Corporation and First Chicago Trust Company of New York, with
exhibits (incorporated herein by reference to Exhibit 4 of
Whirlpool Corporation's Form 8-K, dated April 22, 1998).
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