Whirlpool 8-K 2005
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 17, 2005
(Exact name of registrant as Specified in Charter)
(Registrants 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:
Item 8.01 Other Events
On July 17, 2005, Whirlpool Corporation (Whirlpool) issued a press release announcing that it has made a proposal to acquire Maytag Corporation (Maytag) for $17 per Maytag share. The proposed transaction is valued at $2.3 billion in cash and Whirlpool stock (based on assumed Maytag debt of $969 million). Whirlpools proposal is subject to satisfactory completion of due diligence and the negotiation of a mutually acceptable definitive merger agreement. In the press release, Whirlpool also reaffirmed its 2005 full-year guidance. A copy of the press release is attached as hereto as Exhibit 99.1.
On July 17, 2005, Whirlpool also released the additional information set forth in Exhibits 99.2 and 99.3 concerning its proposed acquisition of Maytag.
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 SECs 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 Whirlpools 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 Whirlpools directors and executive officers is available in Whirlpools proxy statement, dated March 18, 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 would file if a definitive agreement with Maytag is reached.
Item 9.01. Financial Statements and Exhibits
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.