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 10, 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)
[ ] 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 10, 2005, Whirlpool Corporation ("Whirlpool") submitted a
revised binding offer to acquire Maytag Corporation ("Maytag") for $21 per
Maytag share, together with a new Agreement and Plan of Merger among Whirlpool,
Whirlpool Acquisition Co. ("Merger Sub") and Maytag (the "Merger Agreement").
The execution and delivery of the Merger Agreement by Whirlpool and Merger Sub
constitutes a binding irrevocable offer by Whirlpool and Merger Sub to Maytag to
enter into the transactions contemplated by the Merger Agreement on the terms
specified therein (the "Whirlpool Offer") and replaces the offer made by
Whirlpool on August 8, 2005. Unless previously accepted by Maytag, the Whirlpool
Offer will expire at 5:00 pm Eastern Standard Time on August 21, 2005.
Of the total consideration, 50% would be paid in cash and the balance
in shares of Whirlpool common stock. The number of shares issuable by Whirlpool
upon completion of the acquisition is subject to a floating exchange ratio with
a collar range equal to plus or minus 10% of the volume weighted average price
of Whirlpool's common stock on the New York Stock Exchange on the day the
Whirlpool Offer is first declared a "Superior Company Proposal" by the Maytag
Board of Directors pursuant to the Merger Agreement, dated May 19, 2005 among
Triton Acquisition Holding, Triton Acquisition Co. and Maytag (the "Triton
Agreement"). Pursuant to the Whirlpool Offer (1) if Maytag executes the Merger
Agreement submitted as part of the Whirlpool Offer, Whirlpool will pay to
Triton, on Maytag's behalf, the $40 million fee payable upon termination of the
Triton Agreement, (2) 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 (3) 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 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 the payment of the Triton termination fee
described above. The Whirlpool Offer is subject to customary conditions
including receipt of regulatory 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. In addition, a copy of a press release announcing the
Whirlpool Offer is attached hereto as Exhibit 99.1 and the text of the proposal
letter delivered to the CEO and chairman of the Special Committee of Maytag is
attached as Exhibit 99.2, and each are incorporated into this report by
reference.
ADDITIONAL INFORMATION
This material is not a substitute for the prospectus/proxy statement
Whirlpool and Maytag would file with the Securities and Exchange Commission if a
definitive agreement with Maytag is reached. Investors are urged to read any
such prospectus/proxy statement, when available, which would contain important
information. The prospectus/proxy statement would be, and other documents filed
by Whirlpool and Maytag with the Securities and Exchange Commission 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, Investor Relations.
Whirlpool is not currently engaged in a solicitation of proxies from
the stockholders of Maytag in connection with Whirlpool's proposed acquisition
of Maytag. If a proxy solicitation commences, Whirlpool, Maytag and their
respective directors, executive officers and other employees may be deemed to be
participants in such solicitation. 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. Additional information about
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the interests of potential participants will be included in the prospectus/proxy
statement Whirlpool and Maytag would file if a definitive agreement with Maytag
is reached.
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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 10, 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 10, 2005, among
Whirlpool Corporation, Whirlpool Acquisition, Co. and Maytag
Corporation.
99.1 Press Release dated August 10, 2005.
99.2 Letter from Whirlpool to Maytag dated August 10, 2005.
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