Frequently Asked Questions
Q. Is the exchange of my Maytag shares for Whirlpool shares and cash a taxable event?
For certain information regarding the expected tax consequences of the exchange of your Maytag shares for Whirlpool shares and cash, please see the document entitled “Important Tax Information” that is included in the packet from Computershare. You may also refer to the “Federal U.S. Income Tax Consequences of the Merger” section of the proxy statement/prospectus that was mailed to you on or about November 22, 2005. A copy of the proxy statement/prospectus is available at the SEC’s Internet site (http://www.sec.gov). Tax matters are complicated. You are urged to consult with your own tax advisor regarding the consequences of the exchange and the preparation of your income tax return.
Whirlpool believes that the acquisition of Maytag Corporation was a fully taxable transaction for U.S. federal income tax purposes. As a result, Whirlpool believes a Maytag stockholder will generally recognize gain or loss as a result of the merger in an amount equal to the difference between the amount of cash plus the fair market value of Whirlpool stock received by the stockholder and the stockholder's adjusted tax basis in Maytag stock. However, the foregoing Whirlpool beliefs are for general information only and are not offered as tax advice to former Maytag stockholders. Each former Maytag stockholder should review the tax discussion in the registration statement regarding this transaction (See: Registration Statement on Form S-4, 333-128686, filed September 26, 2005 with the Securities and Exchange Commission) and consult his or her tax advisor for advice with respect to this transaction.
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Q. What should I do if I hold Public Income Notes (PINES)?
A. The 7 7/8% Maytag Public Income Notes due 2031 (commonly referred to as PINES) are no longer traded on the New York Stock Exchange. Application has been made to the Securities and Exchange Commission to delist the securities. The PINES are still outstanding and dividends will be paid as due. Prices for the PINES can be obtained through your broker.
The 7.875% Maytag Public Interest Notes (PINES) due 2031 will be called on August 8, 2006. Holders of the Notes will receive a regular quarterly dividend on August 1, 2006. On August 8, 2006, holders of the Notes will receive a payment at 100% of par ($25.00 per share), plus interest accrued from August 1 through August 8. Payment will be made through the Depository Trust Company to the noteholders' brokerage accounts.
Q. I hold Maytag Corporation (Maytag) stock in a brokerage account. Is there anything I need to do?
No. If your shares are held in a brokerage account, your shares should be automatically converted to Whirlpool common stock and the cash automatically deposited to your brokerage account. If you have questions, please contact your broker.
Q. What do I need to do if I hold stock certificates of Maytag Corporation (Maytag) common stock, but not in a brokerage account?
If your shares are not held in a brokerage account, within three weeks of the acquisition closing, you should receive an information packet providing details on how to convert Maytag shares into cash and Whirlpool shares.
After you receive the information packet, please:
Read the “Maytag Corporate Exchange Form” (Exchange Form) enclosed in the packet.
Locate your Maytag stock certificates.
- Match the certificate numbers of the certificates you are exchanging to the certificate numbers listed on the Exchange Form.
- If you are unable to locate some or all of your Maytag stock certificates, please mark the appropriate Lost boxes on the Exchange Form and follow the instructions provided. In particular, please read Box A on the reverse side of the Exchange Form and enclose a check made payable to “Computershare” for the surety fees to replace your Maytag stock certificates.
- Sign the Exchange Form and return it along with all of your Maytag stock certificates in the return envelope provided. Please do not sign your Maytag stock certificates.
Q. Should I return my Maytag stock certificates?
A. Yes. The Maytag common stock you presently hold is no longer traded on any stock exchange, and only represents the right to receive Whirlpool Corporation (Whirlpool) common stock, the cash merger consideration and cash in lieu of any fractional share of Whirlpool common stock.
Q. How should I return my Maytag stock certificates?
A. If you hold Maytag stock certificates, return your Maytag stock certificates and a properly completed and signed Exchange Form in the courtesy reply envelope provided in the packet from Computershare. Computershare recommends you insure the package for 3% of the market value of your certificates, and send them via registered mail or overnight courier to the address listed on the reverse side of the Exchange Form.
Q. What will happen if I do not return my Maytag stock certificates?
A. Until you properly present your Maytag stock certificates, the Exchange Form and any other required materials for exchange, you will not receive your merger consideration and future Whirlpool common stock dividends will accrue, but will not be paid to you. When Computershare receives your Maytag stock certificates along with a properly completed Exchange Form and any other required materials, we will pay you your merger consideration along with your accrued dividends, without interest. If you do not return your Maytag stock certificates or otherwise complete the exchange, your unexchanged Maytag shares may eventually be subject to applicable state abandoned property, escheat or similar laws.
Q. What should I do if my Maytag stock certificates were lost, stolen or destroyed?
Check the appropriate Lost boxes on the Exchange Form and follow the instructions provided. You will need to send a check payable to “Computershare” to cover the surety fees to replace your Maytag stock certificates. Please refer to Box A on the back of the Exchange Form for further instructions.
Q. What if I lose my Exchange Form or need additional ones?
If your shares are not held in a brokerage account, you should receive an information packet within three weeks of the acquisition closing providing details on how to convert Maytag shares into cash and Whirlpool shares.
If you have not received one after three weeks, please call Computershare at 1-877-453-1504 and request that a duplicate Exchange Form be mailed to you.
Q. What will happen to my Maytag shares that are held electronically in book-entry form?
If you only hold Maytag shares in book-entry form, your Maytag shares will be automatically exchanged for shares of Whirlpool common stock, the cash merger consideration, and cash in lieu of any fractional share of Whirlpool common stock. You will receive a Direct Registration Statement from Computershare showing the number of Whirlpool shares you own and, in a separate mailing, a check for your cash consideration plus any cash in lieu of a fractional share of Whirlpool common stock.
If you hold Maytag shares in book-entry form and Maytag stock certificates, your Maytag shares held in book-entry form will not be exchanged until you return your properly completed Exchange Form and Maytag stock certificates to the Exchange Agent. Once the Exchange Agent receives your Exchange Form and Maytag stock certificates, you will receive a Direct Registration Statement showing the number of Whirlpool shares you own and, in a separate mailing, a check for your cash consideration plus any cash in lieu of a fractional share of Whirlpool common stock.
Q. What if some of my Maytag shares are held with a broker or custodian bank?
You don’t need to do anything. Your broker or bank will handle the exchange of your shares directly.
Q. What do I do if my address has changed?
Please call Computershare at 1-877-453-1504 to update your address.
Q. What if I want my merger consideration mailed to a special address?
If you need your merger consideration to be mailed to a third party, such as your bank or broker, please include those instructions on a separate sheet, and have those instructions Medallion Guaranteed, as described in the Exchange Form. Unless you indicate otherwise, such action will not change your address for dividends or other mailings.
Q. What will I receive for my Maytag shares as a result of the exchange?
For every share of Maytag common stock that you held immediately prior to the merger, you are entitled to receive 0.1196 of a share of Whirlpool common stock and $10.50 in cash. You will also receive a check in lieu of any fraction of Whirlpool common stock to which you would be entitled.
Q. How will the value of my fractional share be determined?
The value of your fractional share of Whirlpool common stock will be based on a portion of the proceeds from the sale of all fractional shares of Whirlpool Common Stock on the New York Stock Exchange (“NYSE”).
Q. Where are the shares of Whirlpool traded?
Shares of Whirlpool common stock are traded on the NYSE and the Chicago Stock Exchange under the symbol “WHR.”
Q. If I am submitting Maytag certificates, when should I expect the exchange of my shares to be completed?
It will take approximately three weeks from the date you mail your properly completed Exchange Form and Maytag stock certificates to Computershare, the exchange agent, for the exchange of your Maytag shares to be completed. Once the exchange is completed, you will receive a Direct Registration Statement showing the number of Whirlpool shares you own and, in a separate mailing, a check for your cash consideration plus any cash in lieu of a fractional share of common stock.
Q. Is the exchange of my Maytag shares for Whirlpool shares and cash a taxable event?
For certain information regarding the expected tax consequences of the exchange of your Maytag shares for Whirlpool shares and cash, please see the document entitled “Important Tax Information” that is included in the packet from Computershare. You may also refer to the “Federal U.S. Income Tax Consequences of the Merger” section of the proxy statement/prospectus that was mailed to you on or about November 22, 2005. A copy of the proxy statement/prospectus is available at the SEC’s Internet site (http://www.sec.gov). Tax matters are complicated. You are urged to consult with your own tax advisor regarding the consequences of the exchange and the preparation of your income tax return.
Maytag shareholders received the equivalent of $21 per share of value for each share owned. The distribution to Maytag shareholders consisted of $10.50 in cash and .1196 shares of Whirlpool common stock for each share of Maytag stock held. Each full share of Whirlpool common stock in accordance with the terms of the agreement was valued at $87.78 (example for one Maytag share; $10.50 cash plus the product of $87.78 * .1196 = total value received of $21per share)
Whirlpool believes that the acquisition of Maytag Corporation was a fully taxable transaction for U.S. federal income tax purposes. As a result, Whirlpool believes a Maytag stockholder will generally recognize gain or loss as a result of the merger in an amount equal to the difference between the amount of cash plus the fair market value of Whirlpool stock received by the stockholder and the stockholder's adjusted tax basis in Maytag stock. However, the foregoing Whirlpool beliefs are for general information only and are not offered as tax advice to former Maytag stockholders. Each former Maytag stockholder should review the tax discussion in the registration statement regarding this transaction (See: Registration Statement on Form S-4, 333-128686, filed September 26, 2005 with the Securities and Exchange Commission) and consult his or her tax advisor for advice with respect to this transaction.
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Q. What should I do with the Form W-9 included with my Exchange Form?
If your account did not have an accurate or updated taxpayer identification number (TIN), Computershare enclosed a Form W-9 with the Exchange Form. If Computershare did not include a Form W-9 and your merger consideration is to be issued in the same name, you do not need to take any further action to certify the TIN for the registered account. Under U.S. federal income tax law, any person submitting an Exchange Form who has not previously certified the TIN relating to the registered account must provide to the Exchange Agent his, her or its correct TIN, and certify that such TIN is correct on the enclosed Form W-9. If such TIN is not provided, a penalty of $50.00 may be imposed by the Internal Revenue Service and payment of the merger consideration may be subject to backup withholding. The TIN to be provided is that of the person submitting the Exchange Form. The TIN for an individual is generally his or her social security number. Exempt persons (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign individual may qualify as an exempt person by submitting a Form W-8, signed under penalties of perjury, certifying such individual’s foreign status. A form W-8 can be obtained from the Exchange Agent upon request. See the Guidelines for Certification of Taxpayer Identification Number on Form W-9 for additional instructions.
Q. Will Whirlpool pay a dividend?
Whirlpool’s dividend policy will be determined from time to time by its Board of Directors. Most recently Whirlpool has paid a quarterly dividend of $0.43 per share of common stock. The dividend is usually paid on the fifteenth of the month following the calendar quarter.
Q. Whom shall I contact if I have additional questions about the exchange of Maytag shares for Whirlpool shares and cash?
You may call Computershare, toll-free at 1-877-453-1504. Representatives are available Monday through Friday, 9 a.m. to 5 p.m. Eastern Time. Outside the U.S., Canada and Puerto Rico you can call at 1-781-575-2818.
Or by mail:
Computershare
PO Box 43010
Providence, RI 02940-3095
Q. Whom shall I contact if I have questions about my Whirlpool account?
If you have any questions regarding your Whirlpool shareholder account, you should contact Computershare, Whirlpool’s exchange agent, at 1-877-453-1504.
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