UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) MARCH 31, 2006
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
DELAWARE 1-3932 38-1490038
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
2000 M63 NORTH, BENTON HARBOR, MICHIGAN 49022-2692
(Address of Principal Executive Offices) (Zip Code)
(269) 923-5000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 31, 2006, Whirlpool Corporation, a Delaware corporation
("Whirlpool"), completed its acquisition of Maytag Corporation, a Delaware
corporation ("Maytag"). Pursuant to an Agreement and Plan of Merger, dated as of
August 22, 2005 (the "Merger Agreement"), by and among Whirlpool, Whirlpool
Acquisition Co. ("Whirlpool Acquisition") and Maytag, Whirlpool Acquisition
merged with and into Maytag (the "Merger"), as a result of which Maytag became a
wholly owned subsidiary of Whirlpool. The Merger Agreement is incorporated by
reference as Exhibit 2.1 to this Report.
Under the terms of the Merger Agreement, each share of Maytag common
stock outstanding at the effective time of the Merger was converted into the
right to receive (i) 0.1196 of a share of Whirlpool common stock, and (ii)
$10.50 in cash. The aggregate consideration paid to former Maytag shareholders
consisted of approximately 9.6 million shares of Whirlpool common stock and
approximately $848 million in cash.
Whirlpool obtained the cash portion of the consideration for the
Merger through the issuance of commercial paper under commercial paper programs
supported by committed bank facilities, as described in Whirlpool's Annual
Report on Form 10-K for the fiscal year ended December 31, 2005 (the "2005
10-K"). Whirlpool intends to reissue the commercial paper as it matures from
time to time.
On March 29, 2006, following Department of Justice clearance of the
Merger, borrowing capacity of $500 million under Whirlpool's 364-Day Credit
Facility and the remaining $1 billion of borrowing capacity under its Amended
and Restated Long-Term Five-Year Credit Agreement became available. The
facilities are described in the 2005 10-K and are incorporated by reference as
Exhibits 10.1 and 10.2 to this Report.
Item 2.03. Creation of Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On March 31, 2006, Maytag retired approximately $185 million
aggregate principal amount of Maytag's 6.875% Notes due 2006 (plus accrued
interest) upon maturity using available cash of Maytag and Whirlpool and
approximately $30 million aggregate principal amount of commercial paper issued
by Whirlpool.
The information contained in Item 2.01 hereof regarding Whirlpool's
issuance of commercial paper to fund the cash portion of the consideration for
the Merger is incorporated herein by reference.
Whirlpool expects to refinance a portion of its commercial paper
borrowings in the capital markets.
On April 3, 2006, Whirlpool assumed the obligations for
approximately $67 million of the letters of credit issued by Maytag under its
credit facility and subsequently Maytag terminated its credit facility.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(1) The audited consolidated balance sheets of Maytag
Corporation as of December 31, 2005 and January 1, 2005
and the consolidated statements of operations,
consolidated statements of shareholders' equity and
consolidated statements of cash flows of Maytag
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Corporation for each of the three fiscal years in the
period ended December 31, 2005, and the schedule and
independent registered public accounting firm's report
related thereto (incorporated by reference from Maytag
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005).
(b) Pro Forma Financial Information. Whirlpool intends to file by
amendment to this Form 8-K the required pro forma financial information no later
than June 16, 2006.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of August 22,
2005, by and among Whirlpool Corporation, Whirlpool
Acquisition Co. and Maytag Corporation (incorporated by
reference from Exhibit 2.1 to Whirlpool's Current Report
on Form 8-K dated August 22, 2005).
10.1 Amended and Restated Long-Term Five-Year Credit
Agreement dated as of December 1, 2005 among Whirlpool
Corporation, Whirlpool Europe B.V., Whirlpool Finance
B.V., Certain Financial Institutions and Citibank, N.A.,
as Administrative Agent and Fronting Agent and JPMorgan
Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank
N.V., The Royal Bank of Scotland PLC and Bank of
America, N.A., as Documentation Agents, Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., Lead
Arrangers and Joint Bookrunners (incorporated by
reference from Exhibit 10.1 to Whirlpool's Current
Report on Form 8-K filed December 6, 2005).
10.2 364-Day Credit Agreement dated as of December 1, 2005
among Whirlpool Corporation, Whirlpool Europe B.V.,
Whirlpool Finance B.V., Certain Financial Institutions
and Citibank, N.A., as Administrative Agent and Fronting
Agent and JPMorgan Chase Bank, N.A., as Syndication
Agent, ABN AMRO Bank N.V., The Royal Bank of Scotland
PLC and Bank of America, N.A., as Documentation Agents,
Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., Lead Arrangers and Joint Bookrunners (incorporated
by reference from Exhibit 10.2 to Whirlpool's Current
Report on Form 8-K filed December 6, 2005).
99.1 The audited consolidated balance sheets of Maytag
Corporation as of December 31, 2005 and January 1, 2005
and the consolidated statements of operations,
consolidated statements of shareholders' equity and
consolidated statements of cash flows of Maytag
Corporation for each of the three fiscal years in the
period ended December 31, 2005, and the schedule and
independent registered public accounting firm's report
related thereto (incorporated by reference from Maytag
Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 2005).
99.2 Consent of the Independent Registered Public Accounting
Firm.
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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
Date: April 6, 2006 By: /s/ Robert T. Kenagy
---------------------------------
Name: Robert T. Kenagy
Title: Associate General Counsel
and Secretary
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of August 22, 2005, by and
among Whirlpool Corporation, Whirlpool Acquisition Co. and Maytag
Corporation (incorporated by reference from Exhibit 2.1 to
Whirlpool's Current Report on Form 8-K dated August 22, 2005).
10.1 Amended and Restated Long-Term Five-Year Credit Agreement dated as
of December 1, 2005 among Whirlpool Corporation, Whirlpool Europe
B.V., Whirlpool Finance B.V., Certain Financial Institutions and
Citibank, N.A., as Administrative Agent and Fronting Agent and
JPMorgan Chase Bank, N.A., as Syndication Agent, ABN AMRO Bank N.V.,
The Royal Bank of Scotland PLC and Bank of America, N.A., as
Documentation Agents, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc., Lead Arrangers and Joint Bookrunners (incorporated
by reference from Exhibit 10.1 to Whirlpool's Current Report on Form
8-K filed December 6, 2005).
10.2 364-Day Credit Agreement dated as of December 1, 2005 among
Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance
B.V., Certain Financial Institutions and Citibank, N.A., as
Administrative Agent and Fronting Agent and JPMorgan Chase Bank,
N.A., as Syndication Agent, ABN AMRO Bank N.V., The Royal Bank of
Scotland PLC and Bank of America, N.A., as Documentation Agents,
Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., Lead
Arrangers and Joint Bookrunners (incorporated by reference from
Exhibit 10.2 to Whirlpool's Current Report on Form 8-K filed
December 6, 2005).
99.1 The audited consolidated balance sheets of Maytag Corporation as of
December 31, 2005 and January 1, 2005 and the consolidated
statements of operations, consolidated statements of shareholders'
equity and consolidated statements of cash flows of Maytag
Corporation for each of the three fiscal years in the period ended
December 31, 2005, and the schedule and independent registered
public accounting firm's report related thereto (incorporated by
reference from Maytag Corporation's Annual Report on Form 10-K for
the fiscal year ended December 31, 2005).
99.2 Consent of the Independent Registered Public Accounting Firm.
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