SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 19, 1996
WHIRLPOOL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-3932 38-1490038
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(State or other jurisdiction (Commision File (I.R.S. Employer
of incorporation) number) Identification No.)
2000 M63 North, Benton Harbor, Michigan 49022-2692
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(Address of principal executive officers) (Zip Code)
(616)-923-5000
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Registrant's telephone number, including area code
Item 5. Other Events
This report is filed for the purpose of updating the Company's description
of its capital stock.
COMMON AND PREFERRED STOCK
The Company is authorized to issue 250 million shares of common stock, par
value $1.00 per share, of which 80,836,208 million shares of common stock were
outstanding as of April 19, 1996 (the "Common Stock"). The Company is also
authorized to issue 10 million shares of preferred stock, par value $1.00 per
share (the "Preferred Stock"). No Preferred Stock is currently outstanding.
Subject to the rights of the holders of any series of Preferred Stock which
may be outstanding from time to time, each share of Common Stock is entitled to
one vote on all matters presented to the stockholders, with no cumulative voting
rights; to receive such dividends as may be declared by the Board of Directors
out of funds legally available therefor; and in the event of liquidation or
dissolution of the Company, to share ratably in any distribution of the
Company's assets. Holders of shares of Common Stock do not have preemptive
rights or other rights to subscribe for unissued or treasury shares or
securities convertible into such shares; and no redemption or sinking fund
provisions are applicable. All outstanding shares of Common Stock are fully paid
and nonassessable.
PREFERRED STOCK PURCHASE RIGHTS
During 1988, the Company issued a dividend distribution of one Preferred
Stock Purchase Right ("Rights") for each outstanding share of Common Stock
pursuant to a Rights Agreement, dated as of May 12, 1988, between the Company
and Harris Trust and Savings Bank, as Rights Agent (the "Rights Agreement"). The
Rights, which expire May 23, 1998, will become exercisable 10 days after a
person or group either becomes the beneficial owner of 20% or more of the Common
Stock or commences a tender or exchange offer that would result in such person
or group beneficially owning 25% or more of the outstanding Common Stock (a
"Distribution Date"). Each Right entitles the holder to purchase from the
Company one newly issued unit consisting of 1/100 of a share of Series A
Participant Cumulative Preferred Stock at an exercise price of $100.00, subject
to adjustment.
If (i) any person or group becomes the beneficial owner of 25% or more of
the Common Stock or (ii) the Company is the surviving corporation in a merger
with a 20% or more stockholder and its Common Stock is not changed or converted
or (iii) a 20% or more stockholder engages in certain self-dealing transactions
with the Company, then each Right not owned by such person or group will entitle
the holder to purchase at the Right's then current exercise price shares of
Common Stock having a value of twice the Right's then current exercise price. In
addition, if the Company is involved in a merger in which its Common Stock is
converted or sells 50% or more of its assets, each Right will entitle its holder
to purchase for the
then current exercise price shares of common stock of the acquiring successor
company having a value of twice the Right's then current exercise price.
The Company will be entitled to redeem the Rights in whole but not in part
at $.05 per Right at any time prior to the expiration of a 10-day period
(subject to extension by the board of directors of the Company) following public
announcement of the existence of a 20% holder or of a 25% or more tender offer.
Until such time as the Rights become exercisable, the Rights have no voting or
dividend privileges and are attached to and do not trade separately from the
Common Stock.
As of April 19, 1996, one million shares of Preferred Stock are reserved
for future exercises of Rights.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BY-LAWS.
The Certificate of Incorporation, among other things, (i) provides for
three classes of directors as nearly equal in number as possible, with the
members of each class, in general, serving for a three year term and one class
of directors elected each year, (ii) permits removal of directors only for
cause, (iii) requires approval of certain business combinations and other
transactions by the holders of 80% of the voting power of all then outstanding
voting stock and the holders of a majority of the voting power of all then
outstanding voting stock which is not held by a substantial stockholder, absent
compliance with certain price and procedural requirements or specified
directors' approval, if certain substantial stockholders are parties to the
transaction or if their percentage equity interest in the Company or any
subsidiary would be increased as a result of the transaction, (iv) requires
advance notice of stockholder nominations for the election of directors to be
given in the manner provided in the By-laws, (v) requires approval by the
holders of 80% of the outstanding shares of Common Stock for stockholder
amendments to the By-laws, (vi) requires that stockholder action be taken only
at a meeting and (vii) requires approval by the holders of 80% of the
outstanding shares of Common Stock to amend or repeal the provisions referred to
in (i), (ii), (iv), (v) and (vi) above and approval by the holders of 80% of
each class or series of outstanding stock and by the holders of a majority of
the voting power of all then outstanding voting stock which is not held by a
substantial stockholder to amend or repeal the provisions referred to in (iii)
above, absent specified directors' approval. In addition, the Certificate of
Incorporation provides that directors of the Company will not be liable for
monetary damages in connection with any breach of their fiduciary duties (with
certain exceptions) and for indemnification of directors, officers and certain
other persons.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law generally restricts a
corporation from entering into certain business combinations with an interested
stockholder (defined as any person or entity that is the beneficial owner of at
least 15% of a corporation's voting stock) or its affiliates unless (i) the
transaction is approved by the board of directors of the corporation prior to
such business combination, (ii) the interested stockholder acquires 85% of the
corporation's voting stock in the same transaction in which it exceeds 15%, or
(iii) the business combination is approved by the board of directors and by a
vote of two-thirds of the outstanding voting stock not owned by the interested
stockholder. The Delaware General Corporation Law provides that a corporation
may elect not to be governed by Section 203. At present, the Company does not
intend to make such an election. Any such election would require the affirmative
vote of a majority of the shares entitled to vote thereon and would not be
effective until 12 months after such election. Section 203 may render more
difficult a change in control of the Company or the removal of incumbent
management.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Harris Trust and
Savings Bank.
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: April 23, 1996 By: /s/ Daniel F. Hopp
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Name: Daniel F. Hopp
Title: Vice President, General
Counsel and Secretary