<PAGE>
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 4, 1999
WHIRLPOOL CORPORATION
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-3932 38-1490038
- -------------------------------- -------------------- ----------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
2000 M63 North, Benton Harbor, Michigan 49022-2692
---------------------------------------------------------------
(Address of principal executive officers) (Zip Code)
(616)-923-5000
--------------------------------------------------
Registrant's telephone number, including area code
<PAGE>
Item 5. Other Events
On November 4, 1999, the registrant issued a press release announcing that
it is making a tender offer for the outstanding publicly traded shares in Brazil
of its subsidiaries Brasmotor S.A. and Multibras S.A.
Item 7. Financial Statements and Exhibits
Copy of press release dated November 4, 1999 regarding the registrant's
announcement of its tender offer for outstanding shares of its Brazilian
subsidiaries.
<PAGE>
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
Registrant
Date: November 9, 1999 By: /s/ Robert T. Kenagy
----------------------------------------
Name: Robert T. Kenagy
Title: Associate General Counsel and Secretary
<PAGE>
Media
-----
Christopher Wyse
616-923-3417
christopher j [email protected]
--------------------------------------
Financial
---------
Thomas Filstrup
616-923-3189
thomas c [email protected]
-------------------------------------
WHIRLPOOL CORPORATION ANNOUNCES TENDER OFFER FOR
OUTSTANDING SHARES OF ITS BRAZILIAN SUBSIDIARIES
BENTON HARBOR, Mich. - Nov. 4, 1999 - Whirlpool Corporation (NYSE: WHR)
announced today that it is making a tender offer for the outstanding publicly
traded shares in Brazil of its subsidiaries Brasmotor S.A. and Multibras S.A.
The offer is for all common and preferred shares at a significant price premium
from average prices during the past 60 days. The tender is expected to attract
a significant number of the outstanding publicly traded shares at a cost of
between $100 and $200 million. As a result, the company's effective ownership
is expected to increase significantly from the current level of approximately 55
percent.
Whirlpool chairman and CEO David R. Whitwam said, "This investment is a
continuation of our plans to fully integrate the Brazilian operations into the
Whirlpool global business strategy. As we announced in our third quarter
earnings report, Whirlpool's Brazilian operations have shown improving
performance trends despite the volatile economic environment in Brazil. And, we
expect this transaction to be accretive to our earnings in 2000 and beyond."
In addition, Whirlpool will propose that Brasmotor and Multibras increase
their capital through a $100 million rights offering. "This move will lower the
U.S. dollar denominated debt at Multibras and as a result, lower the exposure to
the movement of Brazil's currency," said Paulo Periquito, president of Whirlpool
Corporation's Latin American operations and also CEO of Brasmotor. "This is
- more -
<PAGE>
Whirlpool Corporation Announces Tender Offer - add one
- ------------------------------------------------------
consistent with our previously announced strategy to lower our exposure to
currency moves."
"This financing and the tender will enhance our ability to invest and grow
in a market that is improving in Brazil and throughout Latin America," added
Periquito. "We have seen significant operational benefits from our integration
with Whirlpool, this will further enhance the potential."
Brasmotor is a Whirlpool Corporation controlled holding company, which in
turn holds control of Multibras, the leading appliance company in Brazil. Both
companies are publicly traded on Brazil's stock exchanges. Whirlpool also
controls a third publicly traded Brazilian company, Embraco, which is the
world's leading supplier of hermetic compressors to the appliance industry.
Embraco is not affected by these transactions.
Banco Chase Manhattan S.A (Brazil) will represent Whirlpool in the tender
offer.
Whirlpool Corporation is the world's leading manufacturer and marketer of
major home appliances. Headquartered in Benton Harbor, the company manufactures
in 13 countries and markets products under 11 major brand names in more than 170
countries. Additional information about the company can be found on the
Internet at www.WhirlpoolCorp.com.
###
This news release contains forward-looking statements, as that term is defined
in the Private Securities Litigation Reform Act of 1995. In addition to ongoing
volatile economic conditions in Brazil noted in this news release, there are
certain factors that could cause results to differ materially from those
anticipated by some of the statements made. These factors are listed in the
Company's most recently filed Form 10-Q and/or Form 10-K.
