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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 333-36405-02
HOUSEHOLD CONSUMER LOAN TRUST 1997-2
(Exact name of Registrant as specified in Department
of the Treasury, Internal Revenue Service Form SS-4)
HOUSEHOLD FINANCE CORPORATION
(Administrator of the Trust)
(Exact name as specified in Administrator's charter)
DELAWARE 36-3670374
(State or other jurisdiction of (I.R.S. Employer
incorporation of Administrator) Identification Number of
Registrant)
2700 SANDERS ROAD, PROSPECT HEIGHTS, ILLINOIS 60070
(Address of principal executive offices of (Zip Code)
Administrator)
Administrator's telephone number including area code (847)564-5000
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
The aggregate principal amount of the Notes held by non-affiliates
of the Administrator as of December 31, 1999 was approximately
$1.050 billion.
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INTRODUCTORY NOTE
Household Consumer Loan Trust 1997-2 (the "Issuer") is the
issuer of Household Consumer Loan Asset-Backed Notes, Series 1997-2
(the "Notes") were issued pursuant to an indenture, dated as of
November 1, 1997 between the Issuer and The Bank of New York, as
indenture trustee. The Notes were secured by a participation
interest (the "Series 1997-2 Participation") in certain consumer
loan receivables held by Household Consumer Loan Deposit Trust I
(the "Deposit Trust"). The Deposit Trust was formed pursuant to a
Pooling and Servicing Agreement, dated as of September 1, 1995, by
and among Household Consumer Loan Corporation, as Seller (the
"Seller"), Household Finance Corporation, as servicer (the
Servicer") and The Chase Manhattan Bank, N. A., as deposit trustee
(the "Deposit Trustee").
The Issuer was formed pursuant to a Trust Agreement, dated as
of November 1, 1997 (the "Trust Agreement") between the Seller and
The Chase Manhattan Bank Delaware, as owner trustee (the "Owner
Trustee"). In addition to the Notes, pursuant to the Trust
Agreement, the Issuer also issued the Household Consumer Loan
Asset-Backed Certificates, Series 1997-2 (the "Certificates") which
were not registered under the Securities Act of 1933, as amended.
On behalf of the Issuer Household Finance Corporation, as
Administrator, has prepared this Form 10-K in reliance upon various
no-action letters issued by the Securities and Exchange Commission
(the "Commission") to other trusts which are substantially similar
to the Issuer. Items designated herein as "Not Applicable" have
been omitted as a result of this reliance.
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PART I
Item 1. Business.
Not Applicable.
Item 2. Properties.
Not Applicable.
Item 3. Legal Proceedings.
The Servicer is not aware of any material pending legal
proceedings involving either the Registrant, the Trustee,
the Seller or the Servicer with respect to the Notes or
the Registrant's property.
Item 4. Submission of Matters to a Vote of Security Holders.
No vote or consent of the holders of the Notes (the
"Noteholders") was solicited for any purpose during the
year ended December 31, 1999.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters.
To the best knowledge of the Administrator, there is no
established public trading market for the Notes. As of
March 1, 2000, there were 11 Class A-1 Noteholders, 3
Class A-2 Noteholders and 6 Class A-3 Noteholders, some
of whom may be holding Notes for the accounts of others.
Item 6. Selected Financial Data.
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Not Applicable.
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Item 8. Financial Statements and Supplementary Data.
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not Applicable.
Item 11. Executive Compensation.
Not Applicable.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth (i) the name and address
of each entity owning more than 5% of the outstanding
principal amount of the Class A-1, Class A-2 or Class A-3
Notes; (ii) the principal amount of Notes owned by each
and (iii) the percent that the principal amount of Notes
owned represents of the outstanding principal amount of
the Class A-1, Class A-2 or Class A-3 Notes. The
information set forth in the table is based upon
information obtained by the Administrator from the
Trustee and from The Depository Trust Company as of March
1, 2000. The Administrator is not aware of any Schedules
13D or 13G filed with the Securities and Exchange
Commission in respect of the Notes.
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Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-1 Noteholders
Bank of New York $ 75,000 8.22%
925 Patterson Plank Road
Secaucus, NJ 07094
Boston Safe Deposit and $ 161,000 17.65%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $ 149,000 16.34%
4 New York Plaza - 13th Floor
New York, NY 10004
HSBC Bank USA/Republic $ 56,000 6.14%
Investment Account
One Hanson Place, Lower Level
Brooklyn, NY 11243
Norwest Bank Minnesota, $ 65,000 7.13%
National Association
733 Marquette Avenue
Minneapolis, MN 55479-0056
State Street Bank & Trust Company $ 301,500 33.06%
Global Corp. Action Dept. JAB5W
1776 Heritage Drive
NO. Quincy, MA 02171
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Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-2 Noteholders
Bank of New York $ 16,000 33.33%
925 Patterson Plank Road
Secaucus, NJ 07094
Bank One Trust Company, N.A. $ 20,000 41.67%
1900 Polaris Parkway - 4th Floor
Columbus, OH 43240
Boston Safe Deposit and $ 12,000 25.00%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
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Amount Owned
All dollar amounts are
in thousands
Name and Address Principal Percent
Class A-3 Noteholders
Bank of New York $ 26,000 28.89%
925 Patterson Plank Road
Secaucus, NJ 07094
Bank One Trust Company, N.A. $ 20,000 22.22%
1900 Polaris Parkway - 4th Floor
Columbus, OH 43240
Boston Safe Deposit and $ 11,500 12.78%
Trust Company
c/o Mellon Bank N.A.
Three Mellon Bank Center
Room 153-3015
Pittsburgh, PA 15259
Chase Manhattan Bank $ 20,000 22.22%
4 New York Plaza - 13th Floor
New York, NY 10004
Citibank, N.A. $ 7,500 8.33%
P. O. Box 30576
Tampa, FL 33630-3576
Norwest Bank Minnesota N.A. $ 5,000 5.56%
733 Marquette Avenue
Minneapolis, MN 55479-0056
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Item 13. Certain Relationships and Related Transactions.
None or Not Applicable.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) List the following documents filed as a part of the
report:
(1) Financial Statements
Not Applicable.
(2) Financial Statement Schedules
Not Applicable.
(3) The Administrator, on behalf of the Issuer,
is obligated to prepare, and has so prepared,
an Annual Statement for the year 1999, and the
Independent Public Accountants are required to
prepare an Annual Report as to Compliance for
such year. Copies of said documents are or
will be filed as exhibits to this Form 10-K
when they are available.
(b) The Registrant filed the following current reports
on Form 8-K for the fourth quarter of 1999:
Date of Reports Items Covered
October 15, 1999 Item 7. - Statement to
November 15, 1999 Noteholders with respect
December 14, 1999 to the distributions on October
14, 1999, November 12, 1999,
and December 14, 1999.
(c) Exhibit 99. Copy of Annual Statement for the
year ended December 31, 1999.
(d) Not Applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Servicer has duly caused this
report to be signed on behalf of the Household Consumer Loan Trust
1997-2 by the undersigned, thereunto duly authorized.
HOUSEHOLD FINANCE CORPORATION,
as Administrator of and on behalf of the
HOUSEHOLD CONSUMER LOAN TRUST 1997-2
(Registrant)
Date: March 29 , 2000 By: /s/John W. Blenke
John W. Blenke
Assistant Secretary
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Exhibit Index
Exhibit No. Exhibit
99 Copy of Annual Statement
for the year ended
December 31, 1999
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<TABLE>
<CAPTION>
Household Finance Corporation
Household Consumer Loan Corporation
Household Consumer Loan Trust 1997-2
<S> <C>
Original Principal Class A 1,050,000,000.00
Class A-1 912,000,000.00
Class A-2 48,000,000.00
Class A-3 90,000,000.00
Number of Class A Bonds 1,050,000.00
(000's)
Class A-1 912,000.00
Class A-2 48,000.00
Class A-3 90,000.00
Original Principal Class B 57,000,000.00
Number of Class B Bond 57,000.00
(000's)
Original Principal Certificate 42,000,000.00
Number of Certificates Bond 42,000.00
(000's)
1999 Totals
CLASS A
Principal Distribution - A-1 222,199,412.60
Class A-1 Interest 23,803,789.22
Distribution
Principal Distribution - A-2 0.00
Class A-2 Interest 2,650,755.45
Distribution
Principal Distribution - A-3 0.00
Class A-3 Interest 5,070,541.47
Distribution
CLASS B
Principal Distribution 0.00
Interest Distribution 3,355,822.10
Certificates
Principal Distribution 0.00
Interest Distribution 2,917,765.19
</TABLE>
