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) AUGUST 22, 2005
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:
[x] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[x] 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 22, 2005, Whirlpool Corporation ("Whirlpool") entered into a
definitive Agreement and Plan of Merger (the "Merger Agreement") with Whirlpool
Acquisition Co. ("Merger Sub") and Maytag Corporation ("Maytag"). Subject to the
terms and conditions of the Merger Agreement, Whirlpool will acquire all
outstanding shares of Maytag in a cash and stock merger.
Upon completion of the merger, Maytag shareholders will receive, for
each share held, $10.50 in cash and between 0.1144 and 0.1398 of a share of
Whirlpool common stock. The amount of Whirlpool common stock to be issued in
exchange for each Maytag share will depend upon the volume weighted average
trading price of Whirlpool's common stock during a 20 trading-day period ending
shortly before the merger. Maytag shareholders will receive 0.1144 of a share of
Whirlpool common stock if the average Whirlpool common stock price is $91.79 or
greater and 0.1398 if it is $75.10 or less; between the two prices, the exchange
ratio will vary proportionately.
The Merger Agreement provides certain termination rights for both
Maytag and Whirlpool and provides that, under certain circumstances, Maytag may
be obligated to pay Whirlpool a termination fee of $60 million and reimburse
Whirlpool for the $40 million that Whirlpool paid to Maytag today in connection
with Maytag's termination of the Merger Agreement, dated May 19, 2005, among
Triton Acquisition Holding Co., Triton Acquisition Co. and Maytag. Pursuant to
the Merger Agreement (1) Whirlpool will pay to Maytag a "reverse break-up fee"
of $120 million if the transaction cannot be closed due to an inability to
obtain antitrust regulatory approval and (2) Whirlpool has agreed to provide up
to $15 million for retention of Maytag employees, unless the Merger Agreement is
terminated under certain circumstances. The Merger Agreement is subject to
customary conditions including receipt of regulatory approvals and Maytag
shareholder approval.
The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2.1 hereto and incorporated into this
report by reference. A copy of a press release announcing the entry into the
Merger Agreement is attached hereto as Exhibit 99.1 and is incorporated into
this report by reference. In addition, a copy of Whirlpool's response to
frequently asked questions is attached hereto as Exhibit 99.2 and is
incorporated into this report by reference.
ADDITIONAL INFORMATION RELATING TO THE MERGER AND WHERE TO FIND IT
Whirlpool and Maytag will file a prospectus/proxy statement with the SEC
in connection with the proposed transaction. Investors are urged to read any
such prospectus/proxy statement, when available, which will contain important
information. The prospectus/proxy statement will be, and other documents filed
by Whirlpool and Maytag with the SEC are, available free of charge at the SEC's
website (www.sec.gov) or from Whirlpool by directing a request to Whirlpool
Corporation, 2000 North M-63, Mail Drop 2800, Benton Harbor, MI 49022-2692,
Attention: Larry Venturelli, Vice President, Investor Relations, or from Maytag
Corporation's Web site at www.maytagcorp.com. Neither this communication nor the
prospectus/proxy statement, when available, will constitute an offer to issue
Whirlpool common stock in any jurisdiction outside the United States where such
offer or issuance would be prohibited -- such an offer or issuance will only be
made in accordance with the applicable laws of such jurisdiction.
Whirlpool, Maytag and their respective directors, executive officers, and
other employees may be deemed to be participating in the solicitation of proxies
from Maytag stockholders in connection with the approval of the proposed
transaction. Information about Whirlpool's directors and executive officers is
available in Whirlpool's proxy statement, dated March 18, 2005, for its 2005
annual meeting of stockholders. Information about Maytag's directors and
executive officers is available in Maytag's proxy statement, dated April 4,
2005, for its 2005 annual meeting of stockholders. Additional information about
the interests of potential participants will be included in the prospectus/proxy
statement Whirlpool and Maytag will file with the SEC.
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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: August 22, 2005 By: /s/ Robert T. Kenagy
-----------------------------
Name: Robert T. Kenagy
Title: Corporate Secretary
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of August 22, 2005, among
Whirlpool Corporation, Whirlpool Acquisition Co. and Maytag
Corporation.
99.1 Press Release dated August 22, 2005.
99.2 Whirlpool Corporation's response to frequently asked questions.
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