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) December 2, 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:
[_] 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 December 2, 2005, Whirlpool Corporation (the "Company") entered
into an Amended and Restated Long Term Five-Year Credit Agreement (the "Amended
and Restated Credit Agreement") by and among the Company, certain other
borrowers, the lenders referred to therein, Citibank N.A., as administrative
agent and fronting agent, JPMorgan Chase Bank, N.A., as syndication agent, and
ABN Amro Bank N.V., Royal Bank of Scotland and Bank of America, as documentation
agents, which amends and restates the Amended and Restated Long Term Credit
Agreement dated as of May 28, 2004. On December 2, 2005, the parties to the
Amended and Restated Credit Agreement also entered into a 364-Day Credit
Agreement (the "364-Day Credit Agreement" and together with the Amended and
Restated Credit Agreement, the "Credit Facilities").
The Credit Facilities provide for an aggregate of $2.7 billion in
committed unsecured revolving credit facilities. The Amended and Restated Credit
Agreement consists of a $2.2 billion 5-year credit facility, which includes a
$200 million letter of credit subfacility. The 364-Day Credit Agreement consists
of a $500 million 364-day credit facility, which may be converted into a term
loan. Borrowing capacity of $1.2 billion under the Amended and Restated Credit
Agreement became available on December 2, 2005. Borrowing capacity of $500
million under the 364-Day Credit Agreement and the remaining $1.0 billion under
the Amended and Restated Credit Agreement will become available upon final
clearance of the acquisition of Maytag Corporation by the Antitrust Division of
the Department of Justice. Borrowings under the Credit Facilities will be
available to the Company and designated subsidiaries for general corporate
purposes, including commercial paper support. Subsidiary borrowings will be
guaranteed by the Company. Interest under the Credit Facilities accrues at a
variable annual rate based on the London Interbank Offered Rate (LIBOR) plus a
margin dependent on the Company's credit rating at that time.
The Credit Facilities require the Company to meet certain financial
tests, including a leverage ratio (as defined) of less than or equal to 3.0 to
1.0 and an interest coverage ratio (as defined) greater than or equal to 2.0 to
1.0. The Credit Facilities also contain additional covenants which, among other
things, require the Company to deliver to the lenders specified financial
information, including annual and quarterly financial information, and limit the
Company's ability to (or to permit any subsidiaries to), subject to various
exceptions and limitations, (i) merge with other companies, (ii) create liens on
its property; (iii) incur debt or off-balance sheet obligations at subsidiary
level; (iv) enter into transactions with affiliates, except on an arms-length
basis; (v) enter into agreements restricting the payment of subsidiary dividends
or restricting the making of loans or repayment of debt by subsidiaries to the
Company or other subsidiaries; and (vi) enter into agreements restricting the
creation of liens on its assets.
A copy of the Amended and Restated Credit Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the
364-Day Credit Agreement is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information regarding the Company's entry into the Amended and
Restated Credit Agreement and the 364-Day Credit Agreement provided under Item
1.01 above, is hereby incorporated by reference.
ITEM 8.01. OTHER EVENTS.
On December 6, 2005, the Company issued a press release. A copy of the
press release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
10.1 Amended and Restated Credit Agreement, dated as of December 1, 2005,
among the Registrant, certain other borrowers, the lenders referred to
therein, Citibank N.A., as administrative agent and fronting agent,
JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro Bank
N.V., Royal Bank of Scotland and Bank of America, as documentation
agents.
10.2 364-Day Credit Agreement, dated as of December 1, 2005, among the
Registrant, certain other borrowers, the lenders referred to therein,
Citibank N.A., as administrative agent and fronting agent, JPMorgan
Chase Bank, N.A., as syndication agent, and ABN Amro Bank N.V., Royal
Bank of Scotland and Bank of America, as documentation agents.
99.1 Press Release dated December 6, 2005.
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: December 6, 2005 By: /s/ Robert T. Kenagy
------------------------------
Name: Robert T. Kenagy
Title: Corporate Secretary
EXHIBIT INDEX
10.1 Amended and Restated Credit Agreement, dated as of December 1, 2005,
among the Registrant, certain other borrowers, the lenders referred to
therein, Citibank N.A., as administrative agent and fronting agent,
JPMorgan Chase Bank, N.A., as syndication agent, and ABN Amro Bank
N.V., Royal Bank of Scotland and Bank of America, as documentation
agents.
10.2 364-Day Credit Agreement, dated as of December 1, 2005, among the
Registrant, certain other borrowers, the lenders referred to therein,
Citibank N.A., as administrative agent and fronting agent, JPMorgan
Chase Bank, N.A., as syndication agent, and ABN Amro Bank N.V., Royal
Bank of Scotland and Bank of America, as documentation agents.
99.1 Press Release dated December 6, 2005.