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 1, 1997
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 2. Acquisition or Disposition of Assets
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On November 1, 1997, the registrant completed the sale of certain
European factoring assets to Transamerica Distribution Finance Corporation
("TDF") for approximately $168 million as part of the transaction contemplated
under the parties' Asset Purchase Agreement dated September 17, 1997 (the
"Agreement"). Under the Agreement, TDF agreed to purchase certain inventory,
consumer, and international financing receivable assets from the registrant's
financing subsidiary, Whirlpool Financial Corporation, subject to TDF obtaining
appropriate government approvals. In addition, the parties agreed to enter into
a strategic alliance agreement under which the registrant agreed to promote TDF
as the preferred financing source for domestic trade partners of the registrant
who require inventory floor plan financing.
This transaction, when combined with a previous purchase of certain
inventory floor planning financing assets and international factoring assets for
approximately $759 million by TDF results in a disposition of significant assets
in a series of related transactions.
Under the Agreement, the parties expect to complete the remaining
sales of certain international and consumer financing receivable assets for
approximately $400 million during the fourth quarter of 1997 or the first
quarter of 1998, depending upon the buyer's ability to obtain certain clearances
required under various governmental regulations.
Item 5. Other Events
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On November 3, 1997, the registrant acquired all corporate interests
held by the Bradesco Group of Brasmotor S.A. for approximately $217 million
(U.S.). The acquired interests are 302,433,522 shares of common stock and
63,000,000 shares of preferred stock. Funds for this purchase were generated
from the previous sales of assets described above.
The registrant's acquisition of the common stock of Brasmotor S.A.
from the Bradesco Group results in the registrant holding, through various
subsidiaries, approximately 66% of the voting shares of Brasmotor. Accordingly,
financial results of Brasmotor will be reported in the registrant's financial
statements on a consolidated basis.
Item 7. Financial Statements and Exhibits
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(b) Proforma financial information
The registrant's unaudited pro forma condensed consolidated
balance sheet as of September 30, 1997 and unaudited pro forma
condensed consolidated statements of earnings for the year ended
December 31, 1996 and the nine months ended September 30, 1997
giving effect to the disposition by the registrant of the
financing receivable assets described in Item 2.
(c) Exhibits
1. Asset Purchase Agreement by and among Whirlpool Financial
Corporation, Transamerica Distribution Finance Corporation, Whirlpool
Corporation and Transamerica Commercial Finance Corporation, Inc., dated
September 17, 1997.
2. Press Release dated November 7, 1997 reporting the purchase of
Brasmotor stock by the registrant from the Bradesco Group.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
WHIRLPOOL CORPORATION AND SUBSIDIARIES
NINE MONTHS ENDED SEPTEMBER 30, 1997
(millions of dollars except share and dividend data)
Whirlpool Corporation
(Consolidated)
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Historical Adjustments Pro-forma
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Net sales $6,107 $ - $ 6,107
EXPENSES:
Cost of products sold 4,717 - 4,717
Selling and administrative 1,152 - 1,152
Intangible amortization 25 - 25
Restructuring costs 308 - 308
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6,202 - 6,202
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OPERATING PROFIT (LOSS) (95) - (95)
OTHER INCOME (EXPENSE):
Interest and sundry income (expense) (10) - (10)
Interest expense (110) - (110)
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EARNINGS (LOSS) BEFORE INCOME TAXES
AND OTHER ITEMS (215) - (215)
Income taxes (26) - (26)
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EARNINGS (LOSS) FROM CONTINUING OPERATIONS
BEFORE EQUITY EARNINGS AND MINORITY INTERESTS (189) - (189)
Equity earnings of affiliated companies 61 - 61
Minority interests 32 (5) 27
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EARNINGS (LOSS) FROM CONTINUING OPERATIONS (96) (5) (101)
Discontinued operations less applicable taxes (11) 11 -
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NET EARNINGS (LOSS) $ (107) $ 6 $ (101)
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Per share of common stock:
Primary earnings (loss) from continuing operations $(1.30) $0.08 $(1.22)
Primary earnings (loss) from discontinued operations (0.14) - (0.14)
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Primary earnings (loss) $(1.44) $0.08 $(1.36)
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Cash dividends $1.02 $ - $ 1.02
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Adjustments:
Minority interests: WFC preferred stock dividend
Discontinued operations: WFC year-to-date earnings, net of preferred
stock dividends
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
WHIRLPOOL CORPORATION AND SUBSIDIARIES
TWELVE MONTHS ENDED DECEMBER 31, 1996
(millions of dollars except share data) Whirlpool Corporation
(Consolidated)
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Historical Adjustments Pro-forma
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Net sales $8,523 $ - $8,523
EXPENSES
Cost of products sold 6,623 - 6,623
Selling and administrative 1,557 - 1,557
Intangible amortization 35 - 35
Restructuring costs 30 - 30
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8,245 - 8,245
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OPERATING PROFIT 278 - 278
OTHER INCOME (EXPENSE)
Interest and sundry (23) - (23)
Interest expense (155) - (155)
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EARNINGS BEFORE TAXES
AND OTHER ITEMS 100 - 100
Income taxes 70 - 70
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EARNINGS FROM CONTINUING OPERATIONS
BEFORE EQUITY EARNINGS AND MINORITY INTERESTS 30 - 30
Equity in affiliated companies 93 - 93
Minority interests 18 (4) 14
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EARNINGS FROM CONTINUING OPERATIONS 141 (4) 137
Discontinued Operations Less Applicable Taxes 15 (15) -
NET EARNINGS $ 156 $ (19) $ 137
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Per share of Common Stock:
Primary earnings from continuing operations $ 1.88 $(0.26) $ 1.62
Primary earnings from discontinued operations 0.20 - 0.20
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Primary earnings $ 2.08 $(0.26) $ 1.82
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Cash dividends $ 1.36 $ 1.36
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Adjustments:
Minority interests: WFC preferred stock dividend
Discontinued operations: WFC year-to-date earnings, net of preferred stock
dividends
CONSOLIDATED CONDENSED BALANCE SHEET (UNAUDITED)
WHIRLPOOL CORPORATION AND SUBSIDIARIES
September 30, 1997
(millions of dollars)
Historical Adjustments Pro-forma
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ASSETS
CURRENT ASSETS
Cash and equivalents $90 $318 $408
Trade receivables, less allowances
(1997: $63) 1,312 - 1,312
Inventories 911 - 911
Other current assets 380 - 380
Net assets of discontinued
operations 1,594 (1,594) -
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TOTAL CURRENT ASSETS 4,287 (1,276) 3,011
Investments and other assets 1,026 - 1,026
Intangibles, net 757 - 757
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1,783 - 1,783
Property, plant and equipment 3,683 - 3,683
Accumulated depreciation (2,119) - (2,119)
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1,564 - 1,564
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TOTAL ASSETS $7,634 ($1,276) $6,358
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Historical Adjustments Pro-forma
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $2,055 ($1,370) $ 685
Accounts payable 810 - 810
Other current liabilities 1,128 39 1,167
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TOTAL CURRENT LIABILITIES 3,993 (1,331) 2,662
Long-term debt 900 - 900
Postemployment benefits 573 - 573
Other liabilities 326 - 326
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1,799 - 1,799
Minority interests 131 - 131
STOCKHOLDERS' EQUITY
Common stock 82 - 82
Paid-in capital 271 - 271
Retained earnings 1,735 55 1,790
Unearned restricted stock (6) - (6)
Currency translation adjustments (134) - (134)
Treasury stock - at cost (237) - (237)
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TOTAL STOCKHOLDERS' EQUITY 1,711 55 1,766
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TOTAL LIABILITIES AND EQUITY $7,634 ($1,276) $6,358
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Adjustments:
Cash: cash proceeds from sale of WFC assets, before tax payment
Net assets of discontinued operations: WFC assets held for disposition
Notes payables: WFC notes payable
Other current liabilties: tax payable on gain from sale of assets
Retained earnings: estimated gain on sale of WFC assets $55 million, net of
related tax of $39 million
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 14, 1997 By: /s/ Daniel F. Hopp
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Name: Daniel F. Hopp
Title: Vice President, General
Counsel and Secretary