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REGISTRATION NO. 33-44066
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HOUSEHOLD INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 36-3121988
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2700 Sanders Road
Prospect Heights, Illinois 60070
(708) 564-5000
(Address, including zip code, and telephone number, including area code
of registrant's principal executive offices)
Patrick D. Schwartz
Corporate Finance Counsel
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
(708) 564-6301
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
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HOUSEHOLD INTERNATIONAL, INC.
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
COMMON STOCK
(PAR VALUE $1.00 PER SHARE)
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This Prospectus relates to the sale of shares of Common Stock of Household
International, Inc. ("Household International" or the "Company") under the
Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan").
The Plan provides holders of shares of the Company's Common Stock and any class
of its Preferred Stock (which includes depositary receipts for shares of
Preferred Stock) (the "Eligible Securities") with a convenient and economical
way of investing cash dividends and optional cash payments in additional shares
of Common Stock without payment of any brokerage commissions or service
charges. Subject to certain limitations, shares of Common Stock acquired
through reinvested dividends may be purchased at a 2 1/2% discount from the
Common Stock's average market price (as described under "Purchases" below).
Subject to certain minimum and maximum limitations, additional shares may be
purchased through optional cash payments at a price equal to the Common Stock's
average market price. Shares acquired through reinvested dividends and through
optional cash payments may, at the option of the Company, be purchased on the
open market or directly from the Company.
Under the Plan, 1,000,000 shares of Common Stock were authorized for issuance
in 1991. As of the date of this Prospectus, 850,904 shares (as adjusted for the
100% stock dividend effective October 15, 1993) remain registered for issuance
under the Plan. All of the outstanding shares of the Company's Common Stock, as
well as the shares of the Common Stock offered hereby, are listed on the New
York Stock Exchange and the Chicago Stock Exchange.
This Prospectus contains complete details of the Plan in simple question-and-
answer format. It is suggested that this Prospectus be retained for future
reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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The date of this Prospectus is March 3, 1994.
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AVAILABLE INFORMATION
Household International, Inc. ("Household International" or the "Company") is
subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 14th Floor, Seven World Trade Center, New York,
New York 10048. Copies of such material can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Such reports, proxy statements and other
information concerning the Company also may be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005 and the
Chicago Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605 on
which exchanges certain of the Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission (File No. 1-8198)
pursuant to the Exchange Act and are incorporated herein by reference and made
a part of this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992;
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993;
(c) The Company's Current Reports on Form 8-K dated January 13, 1993,
February 4, 1993, September 1, 1993 and February 1, 1994; and
(d) A description of the capital stock of the Company is contained in a
registration statement on Form S-3 filed pursuant to the Securities Act of
1933 (File No. 33-50619), including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
shall be deemed to be incorporated herein by reference and made a part of this
Prospectus from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person (including any
beneficial owner) to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all documents incorporated herein
by reference (other than exhibits to such documents). Requests should be
directed to:
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
Attn.: Office of the Secretary
Telephone: (708) 564-6989
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HOUSEHOLD INTERNATIONAL
The Company was formed in 1981 as a holding company for various subsidiaries
which operated in the financial services, manufacturing, transportation and
merchandising industries. In 1985 the Company initiated a restructuring program
that has resulted in the disposition of its merchandising, transportation and
manufacturing businesses. This has enabled the Company to focus its resources
in the financial services industry through the operation of businesses involved
in finance and banking, and insurance. The Company's principal executive office
is located at 2700 Sanders Road, Prospect Heights, Illinois 60070 (telephone:
(708) 564-5000).
The finance and banking business of the Company is the largest segment of the
Company's operations. Through its subsidiaries, such as Household Finance
Corporation ("HFC"), Household Bank, f.s.b., Household Credit Services, Inc.,
Household Retail Services, Inc., Household Financial Corporation Limited, HFC
Financial Services, Limited, Household Trust Company and HFC Bank plc, the
Company offers numerous consumer finance products, including mortgages, home
equity credit lines, revolving and closed-end unsecured personal loans, private
label credit cards, and VISA* and MasterCard* credit cards. Also, in
conjunction with its consumer finance business, and where applicable laws
permit, the Company makes credit life, credit accident and health, household
contents, and term insurance available to its customers. This insurance is
generally directly written by or reinsured with the Company's insurance
subsidiary, Alexander Hamilton Life Insurance Company of America ("Alexander
Hamilton").
The Company has included its ongoing commercial finance operations in the
finance and banking segment. These operations are generally administered by
Household Commercial Financial Services, Inc. ("Household Commercial"), a
subsidiary of HFC. Products offered by Household Commercial include loan and
lease financing to businesses for capital equipment, including aircraft and
other transportation equipment, and specialized secured corporate loans. In
addition, Household Commercial also invests in publicly issued or privately
placed term preferred stocks of unaffiliated entities.
The Company's individual life insurance products are offered by Alexander
Hamilton. These products include universal life, whole life and term insurance
policies, as well as annuity products, and are sold through a network of
approximately 16,300 independent agents and 1,790 licensed employees.
In 1991 the Company withdrew from certain selected commercial product lines
which were offered by Household Commercial. As a result, the Company intends to
liquidate the assets generated from these product lines in a manner that will
maximize the value of these assets. These product lines will continue to be
managed by Household Commercial pending their disposition.
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*VISA and MasterCard are registered trademarks of VISA USA, Inc. and
MasterCard International Incorporated, respectively.
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THE PLAN
The following questions and answers explain and constitute the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The primary purpose of the Plan is to provide Eligible Security Holders (as
defined in the response to Question 5) with a convenient, simple and economical
method of increasing their investment in the Company. Once enrolled in the
Plan, Eligible Security Holders may use cash dividends and optional cash
payments to acquire shares of Common Stock without payment of any service
charges or brokerage commissions. At the option of the Company, shares of
Common Stock will be purchased on the open market or directly from the Company.
When shares of Common Stock are purchased directly from the Company, the
Company will receive new equity capital funds available for general corporate
purposes.
The Plan is intended for the benefit of long-term investors, and not for the
benefit of individuals or institutions who engage in transactional profit
activities or who join and then terminate participation in the Plan
excessively.
As used herein, the term "Common Stock" includes the Company's Preferred
Stock Purchase Rights and the phrase "shares of Common Stock purchased from the
Company" means shares held by the Company in its Treasury.
PARTICIPATION OPTIONS
2. WHAT OPTIONS ARE AVAILABLE UNDER THE PLAN?
Eligible Security Holders who elect to participate in the Plan
("Participants") may do so in two ways:
--Dividend Reinvestment. Participants may have cash dividends on all shares
of Preferred Stock and up to 50,000 shares of Common Stock automatically
reinvested in Common Stock.
--Optional Cash Payments. Each month, Participants may also make optional
cash purchases of Common Stock, subject to a minimum payment of $50 and a
maximum payment, without the Company's prior written approval, of not more than
$5,000 per calendar quarter. See the response to Question 15 for information
concerning requests to waive the maximum optional payment limitation. Dividends
on shares purchased in this manner will be reinvested unless the shares are
withdrawn from the Plan. See the responses to Questions 22 through 24. The
limitations on the amount of optional cash payments are subject to change.
Participants may make optional cash payments even if the dividends on their
shares of Eligible Securities are not being reinvested.
ADVANTAGES
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
(A) The Plan provides Participants with the opportunity to reinvest their
dividends on Eligible Securities automatically in shares of Common Stock at a 2
1/2% discount from the average market price.
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(B) The Plan provides Participants with the opportunity to make monthly
investments of optional cash payments, subject to minimum and maximum amounts,
in the Company's Common Stock.
(C) There is no cost to a Participant to invest funds through the Plan.
Brokerage commissions and service charges, if any, in connection with any
purchases made under the Plan are paid by the Company.
(D) Dividends will be fully invested in Common Stock because the Plan permits
fractional shares to be credited to a Participant's Plan account. Dividends on
such fractional shares, as well as on whole shares, will be reinvested in
additional shares of Common Stock and such shares will be credited to a
Participant's Plan account.
(E) Participants will automatically avoid the need for safekeeping of stock
certificates for shares credited to their Plan accounts. In addition, stock
certificates for shares of Common Stock held directly by a Participant may be
delivered to Harris Bank for safekeeping at no charge to the Participant.
(F) Periodic statements reflecting all current activity, including purchases
and latest balance, will simplify Participants' recordkeeping.
(G) Participants may obtain the benefit of dollar cost averaging because
shares are purchased regularly at prevailing market prices.
ADMINISTRATION
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Harris Trust and Savings Bank ("Harris Bank") administers the Plan for
Participants, keeps records, sends statements of account to Participants and
performs other duties relating to the Plan. Shares of Common Stock purchased
for each Participant under the Plan will be held in safekeeping by Harris Bank
unless and until such Participant requests that certificates for such shares be
issued, as more fully explained in response to Question 24. In addition,
Participants may deliver to Harris Bank for safekeeping, at no charge to the
Participant, Common Stock certificates registered in their name that are
subject to the Plan, as more fully explained in the response to Question 13.
Shares of Common Stock purchased under the Plan and held by Harris Bank will be
registered in the name of Harris Bank's nominee, as agent for the Participants.
Without the prior consent of Participants, the Company may, at any time,
appoint a different administrator for the Plan.
All inquiries, notices, requests and other communications regarding
participation in the Plan should be sent to Harris Trust and Savings Bank,
Dividend Reinvestment, P. O. Box A3309, Chicago, IL 60690-3309. Participants
may also call Harris Bank at (800) 926-2335.
PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
Each shareholder who has shares of any of the Company's Eligible Securities
registered in his or her own name (such holder of record being called an
"Eligible Security Holder") is eligible to participate in the Plan.
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Any person whose Eligible Securities are registered in a name other than his
or her own (e.g., in the name of a broker, bank or other nominee) and who
desires to participate in the Plan must either become a holder of record by
having such securities transferred into his or her own name or make appropriate
arrangements with his or her nominee to participate on their behalf. In
general, a nominee holding Eligible Securities on behalf of a beneficial owner
may participate in and make elections under the Plan with respect to the
Eligible Securities of such beneficial owner in the same manner as the
beneficial owner could (and subject to the same limitations and conditions) if
such beneficial owner held such Eligible Securities in his or her own name.
Once an Eligible Security Holder becomes a Participant in the Plan, he or she
may continue to participate in the Plan as long as he or she holds Eligible
Securities of record or is the beneficial owner of at least one full share of
Common Stock held by Harris Bank under the Plan.
The Company will not permit participation in the Plan by Eligible Security
Holders who reside in a jurisdiction where such participation is unlawful.
6. IS PARTIAL PARTICIPATION POSSIBLE UNDER THE PLAN?
Generally, no. If a Participant elects to have dividends on a particular
class of Eligible Securities reinvested under the Plan, reinvestment must be
made with respect to all securities of such class that are registered in the
name of such Participant. However, dividends on shares held by Harris Bank on
behalf of a Participant, whether acquired through reinvested dividends or
optional cash payments or delivered to Harris Bank for safekeeping under the
Plan, will be reinvested until such Participant withdraws such shares or
requests Harris Bank to sell such shares on behalf of the Participant. See the
responses to Questions 22, 23 and 24.
A nominee that holds Eligible Securities of a particular class for more than
one beneficial owner may participate in the Plan with respect to such class on
behalf of fewer than all such beneficial owners, so long as the cash dividends
on all such Eligible Securities of each participating beneficial owner held in
a specific account are being reinvested under the Plan.
Anyone who holds of record more than one class of Eligible Securities may
choose to participate in the Plan with respect to some or all of such classes
by appropriately completing an Authorization Card and returning it to Harris
Bank. If a different class of Eligible Securities is purchased following
enrollment in the Plan and the Participant wishes dividends to be reinvested in
Common Stock, an Authorization Card must be completed with respect to such
class of securities.
7. HOW DOES AN ELIGIBLE SECURITY HOLDER PARTICIPATE?
An Eligible Security Holder may join the Plan by completing and signing the
Authorization Card accompanying this Prospectus and returning it to Harris Bank
in the postage-paid envelope provided for that purpose. If shares are
registered in more than one name (e.g., joint accounts, trustees, etc.), all
Registered Owners of such shares must sign the Authorization Card. Additional
copies of the Authorization Card and further information concerning the Plan
may be obtained at any time by written request to Harris Trust and Savings
Bank, Dividend Reinvestment, P.O. Box A3309, Chicago, IL 60690-3309 or by
calling (800) 926-2335.
Beneficial Owners who wish to participate in the Plan must instruct their
broker, bank or other nominee to make arrangements with Harris Bank to enroll
in the Plan.
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8. WHEN MAY AN ELIGIBLE SECURITY HOLDER JOIN THE PLAN?
An Eligible Security Holder may join the Plan at any time. It is expected
that quarterly dividend payment dates will occur on the fifteenth day of
January, April, July and October. Dividend record dates for determining
stockholders who will receive dividends are ordinarily the last business day of
the month preceding the dividend payment date. If an Authorization Card is
received by Harris Bank on or before the record date established in connection
with the payment of a particular dividend, reinvestment of dividends under the
Plan will commence with that dividend. If an Authorization Card is received
after the record date established for a particular dividend, the reinvestment
of dividends under the Plan will begin with the next succeeding dividend. For
example, in order to have the dividend expected to be paid on April 15, 1994
reinvested under the Plan, an Authorization Card must be received by Harris
Bank on or before March 31, 1994, the record date for the dividend. (See the
response to Question 14 for information concerning the investment of optional
cash payments.)
PURCHASES
9. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED?
The price of shares of Common Stock purchased with reinvested dividends on
Eligible Securities will be 97 1/2% of the average of the high and low sale
prices (computed to four decimal places) of the Common Stock as published in
The Wall Street Journal report of the New York Stock Exchange-Composite
Transactions for the ten trading day period ending on and including the
dividend payment date or, if there is no trading on that date, the ten trading
day period immediately preceding the dividend payment date.
Optional cash payments received by Harris Bank on or prior to the fifth day
of the ten trading day period described below will be used to purchase shares
of Common Stock at a price to the Participant equal to 100% of the average of
the high and low sale prices (computed to four decimal places) of the Common
Stock as published in The Wall Street Journal report of the New York Stock
Exchange--Composite Transactions for the ten trading day period ending on and
including the fifteenth day of the month or, if there is no trading on that
day, the ten trading day period immediately preceding the fifteenth day of that
month.
10. WHAT ARE THE LIMITATIONS ON REINVESTMENT OF DIVIDENDS?
The 2 1/2% discount may be utilized only with respect to dividends
attributable to shares of Preferred Stock and up to 50,000 shares of Common
Stock for any Plan account. All Plan accounts which the Company, in its sole
judgment, believes to be under common control or management, or to have common
ultimate beneficial ownership, may be aggregated for purposes of the 50,000
share limitation. If the Company determines that dividends payable on any date
in excess of 50,000 Common Stock shares are to be reinvested for the benefit of
a single Plan account on any Investment Date, the Company will have the right
to distribute in cash to the Participant, without interest, an amount equal to
the dividend payable on shares held in excess of the 50,000 share limitation.
The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of holders of Common Stock. The Company
reserves the right to decide that future participation by any Participant in
the Plan is dependent upon compliance with all requirements currently in effect
with respect to reinvestment of dividends.
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11. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Cash dividends on Eligible Securities will be applied to the purchase of
additional Common Stock on dividend payment dates (currently the fifteenth day
of January, April, July and October), and optional cash payments will be
applied to the purchase of additional Common Stock on the fifteenth day of each
month. If such day is not a business day, cash dividends, or optional cash
payments, as the case may be, will be applied on the first business day
following such date. The date on which cash dividends or optional cash payments
are applied to the purchase of additional Common Stock is sometimes referred to
herein as the "Investment Date".
12. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the amount to be
invested on behalf of such Participant divided by the purchase price calculated
as described in the response to Question 9. The number of shares purchased
cannot be determined until the Investment Date since the purchase price is not
determinable prior to that day.
13. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Certificates for shares of Common Stock purchased under the Plan on behalf of
a Participant, including shares purchased with optional cash payments as
specified below, will not be issued in a Participant's name. Certificates for
any number of whole shares credited to a Participant's account under the Plan
will be issued in the Participant's name without charge upon receipt by Harris
Bank of a written request from the Participant. Certificates representing
fractional share interests will not be issued under any circumstances. (See the
response to Question 25 concerning payments for fractional share interests.)
Participants also have the option to deliver to Harris Bank for safekeeping
Common Stock certificates registered in their name that are subject to the
Plan. Participants may deliver such certificates to Harris Bank along with an
Authorization Card when enrolling in the Plan, or may do so at any time
thereafter while participating in the Plan by properly completing the top
portion of a recent account statement, and forwarding it and the applicable
certificates to Harris Bank. Common Stock certificates need not be endorsed by
the Participant when delivered to Harris Bank for safekeeping. Harris Bank will
maintain shares represented by such Common Stock certificates in the name of
its nominee and all dividends payable on such shares will be reinvested in the
Common Stock of the Company.
OPTIONAL CASH PAYMENTS
14. HOW MAY OPTIONAL CASH PAYMENTS BE MADE?
Participants, other than those whose participating shares are held by a
broker, bank or other nominee, may submit optional cash payments to Harris
Bank, which will use the payments to purchase additional shares of Common Stock
for such Participants. Participants currently enrolled in the Plan may make an
optional cash payment by sending a check or money order made payable to Harris
Bank
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together with the top portion of a recent account statement, properly completed
by the Participant, to Harris Bank. Checks or money orders should be mailed to
Harris Trust and Savings Bank, Dividend Reinvestment, P. O. Box A3309, Chicago,
IL 60690-3309. A shareholder who is not currently participating in the Plan may
make an optional cash payment by sending a check or money order payable to
Harris Bank together with a completed Authorization Card.
While optional cash payments may be made at any time, they must be received
by Harris Bank at least five trading days before the Investment Date (and such
check or money order must have cleared by the Investment Date) in order to be
invested on the Investment Date. Optional cash payments which are received by
Harris Bank after the fifth trading day before the Investment Date will be held
by Harris Bank and will be invested on the next succeeding Investment Date.
Interest will not be paid on optional cash payments which are received by
Harris Bank for investment in the Plan. A Participant may obtain the return of
any optional cash payment at any time upon written request received by Harris
Bank up to five trading days before the Investment Date on which it is to be
invested under the Plan.
Certificates for shares of Common Stock purchased with optional cash payments
will not be issued in the Participant's name but will be held by Harris Bank's
nominee on behalf of Participants. Dividends on shares held for Participants
will be reinvested automatically in additional shares of Common Stock. Any
Participant who purchases shares with optional cash payments and who does not
want the dividends on such shares reinvested must withdraw such shares from the
Plan. See the responses to Questions 24 and 25.
Any person whose Eligible Securities are registered in the name of a broker,
bank or other nominee who wishes to make optional cash payments should request
that his or her nominee contact Harris Bank.
15. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?
The option to make cash payments is available to a Participant at any time.
The same amount of money need not be sent each month or quarter, and a
Participant is under no obligation to make an optional cash payment in any
month or quarter. Any optional cash payment, however, must not be less than $50
nor, without the prior written consent of the Company, may any such payment by
a Participant aggregate more than $5,000 in any calendar quarter. Requests for
approval to exceed the $5,000 quarterly limitation should be directed to the
Company's Treasurer at Household International, Inc., 2700 Sanders Road,
Prospect Heights, Illinois 60070.
At the Company's discretion, all optional cash payments for holders with more
than one account using the same Social Security or Taxpayer Identification
Number may be aggregated. For holders unable to supply a Social Security or
Taxpayer Identification Number, the holder's participation may, at the
Company's discretion, be limited to only one Plan account.
Also for the purpose of such limitations, all Plan accounts which the
Company, in its sole judgment, believes to be under common control or
management, or to have common ultimate beneficial ownership, may be aggregated.
If the Company determines that such accounts will be aggregated, the Company
will have the right to return, without interest, any amounts in excess of the
applicable investment limitations received in respect of such accounts within
30 days of receipt.
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The Company may establish other or additional requirements that apply to
participation in the Plan by brokers, banks and others acting in a
representative capacity on behalf of owners of the Company's Common Stock. The
Company reserves the right to decide that future participation by any
Participant in the Plan is dependent upon compliance with all requirements
currently in effect applicable to optional cash payments.
COSTS
16. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER
THE PLAN?
No. Participants will incur no brokerage commissions or service charges in
connection with purchases made under the Plan. All costs of administration of
the Plan will be paid by the Company. Certain expenses will be incurred by a
Participant, however, in connection with the withdrawal of fractional shares
from the Plan and the sale of shares upon withdrawal from the Plan, as more
fully explained in the responses to Questions 22 through 25.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
17. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
A Participant must include in gross income on his or her federal tax return a
dividend in an amount equal to the fair market value on the applicable
Investment Date of the shares acquired with reinvested dividends (rather than
the amount of cash dividend otherwise payable). The fair market value of shares
acquired with reinvested dividends will be equal to 100% of the average of the
high and low sale prices of shares of the Company's Common Stock as published
in The Wall Street Journal report of the New York Stock Exchange--Composite
Transactions on the Investment Date. The fair market value on such Investment
Date may differ from the price, as determined in Question 9, used to determine
the number of shares acquired. The tax basis of shares acquired with reinvested
dividends will be the fair market value of the shares acquired.
In the case of optional cash payments, a Participant must include in gross
income on his or her federal tax return a dividend equal to the excess, if any,
of the fair market value on such Investment Date of the shares acquired with
optional cash payments over the amount of the optional cash payment. The fair
market value of shares acquired with an optional cash payment will be equal to
100% of the average of the high and low sale prices of shares of the Company's
Common Stock as published in The Wall Street Journal report of the New York
Stock Exchange--Composite Transactions on the Investment Date. As stated above,
the fair market value on the Investment Date may differ from the price, as
determined in Question 9, used to determine the number of shares acquired. The
tax basis of shares acquired with an optional cash payment will equal the
amount of the optional cash payment plus the excess, if any, of the fair market
value of the shares purchased over the amount of the optional cash payment.
Please note that if shares are purchased on the open market and the Company
pays brokerage commissions to acquire such shares, the Participant's pro rata
share of such brokerage commissions shall be treated as additional dividend
income to the Participant and will increase the tax basis of such shares.
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A Participant's holding period for shares acquired pursuant to the Plan will
begin on the day following the Investment Date.
A Participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the Participant's account, either
upon the Participant's withdrawal of those shares or upon termination of
participation in, or termination of, the Plan. However, gain or loss will be
recognized when the Participant sells or exchanges shares previously acquired,
or upon receipt of a cash payment for a fractional share equivalent credited to
the Participant's account upon termination of participation in, or termination
of, the Plan. Generally, the amount of gain or loss will be the difference
between the amount that the Participant received for the shares or a fractional
share equivalent and the tax basis therefor, and will be capital gain or loss
if the shares are held by the Participant as a capital asset.
In the case of corporate shareholders, dividends may be eligible for the
dividends-received deduction.
The Company will report to Participants and to the Internal Revenue Service
information sufficient to inform them of the amounts that would constitute
dividend income as described above.
All Participants are urged to consult their own tax advisors to determine the
particular tax consequences of their participation in the Plan.
18. HOW WILL INCOME TAX WITHHOLDING PROVISIONS APPLY TO PARTICIPANTS IN THE
PLAN?
If a Participant in the Plan fails to provide and certify his or her Federal
taxpayer identification number or social security number, the Participant may
be subject to a withholding tax on dividend payments. In that event, the
Company will reinvest dividends net of the required amount of tax withheld. In
addition, if the taxpayer identification number or social security number is
not provided and certified as correct, proceeds from the sale of fractional
shares and shares in a Participant's account may also be subject to Federal
withholding tax.
19. HOW WILL INCOME TAX WITHHOLDING PROVISIONS BE APPLIED TO FOREIGN
PARTICIPANTS?
In the case of a foreign Participant whose income is subject to withholding
of Federal income tax, the Company will, for the purpose of calculating the
amount of tax to be withheld, treat such Participant as receiving the same
amount of dividend income as if such Participant were a domestic Participant as
described in response to Question 17. The applicable amount of tax will be
withheld from the foreign Participant's dividend income and only the net amount
thereof will be credited to the Participant's account in shares of the
Company's Common Stock.
A foreign Participant will be subject to withholding unless documentary
evidence is provided indicating that certain conditions are met or the foreign
Participant otherwise establishes an exemption.
Regular statements of Participants' accounts will indicate the amount of tax
withheld. If a foreign Participant believes that the tax has been erroneously
withheld, such Participant may file a claim for refund with the Internal
Revenue Service.
11
<PAGE>
REPORTS TO PARTICIPANTS
20. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
Each Participant in the Plan will receive a statement of his or her account
from Harris Bank as soon as practicable following each dividend payment date
and following any other Investment Date in which there is activity in the
Participant's account. Account statements are a record of the cost of purchases
and the tax basis of shares acquired under the Plan and should be retained for
tax purposes. There will be a service charge to furnish duplicate statements.
In addition, each Participant will receive copies of the Company's annual and
quarterly reports to stockholders, proxy statements and cards, and information
for income tax reporting purposes.
DIVIDENDS
21. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?
Yes. Cash dividends on all shares of Common Stock, including fractional
shares, credited to the account of a Participant under the Plan, whether such
shares were purchased with reinvested dividends or with optional cash payments,
will be automatically reinvested on behalf of such Participant in additional
shares of Common Stock as described in the responses to Questions 9 through 12.
TERMINATION OF PARTICIPATION IN THE PLAN
22. HOW DOES A PARTICIPANT DISCONTINUE THE REINVESTMENT OF DIVIDENDS IN COMMON
STOCK?
A Participant may direct Harris Bank in writing at any time to discontinue
the reinvestment of dividends on shares of Eligible Securities held by such
Participant. A Participant may simply complete and return the top portion of
his or her most recent account statement to Harris Bank or otherwise notify
Harris Bank in writing at the address set forth in the response to Question 4.
A Participant who elects to discontinue reinvestment of dividends will
receive a stock certificate for all whole shares of Common Stock credited to
his or her Plan account and held by Harris Bank on the Participant's behalf.
Any fractional share will be sold by Harris Bank, and the Participant will
receive a check in an amount equal to the current market price of the Common
Stock as reported on the New York Stock Exchange, less brokerage commissions
and any service charges. At the written request of a Participant, Harris Bank
will sell all shares held in a Participant's Plan account (see the response to
Question 24).
Optional cash payments may be made even after a Participant has elected to
discontinue the reinvestment of dividends.
23. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may choose to discontinue the reinvestment of dividends at any
time. If a Participant's notice to discontinue the reinvestment of dividends on
Eligible Securities held by the Participant is received by Harris Bank on or
before the record date for a particular cash dividend, the next dividend
12
<PAGE>
will be paid to the Participant in cash. If a Participant's notice to
discontinue reinvestment is received by Harris Bank after the record date for a
particular cash dividend, the next dividend will be reinvested for the
Participant's account. Thereafter, all dividends on Eligible Securities held by
the Participant as to which participation has been discontinued will be paid in
cash unless the Participant again elects to enroll in the dividend reinvestment
feature of the Plan, which he or she may do at any time by submitting a new
Authorization Card. Shares purchased by a Participant with optional cash
payments and held by Harris Bank on the Participant's behalf may be withdrawn
at any time. See the responses to Questions 24 and 25.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
24. HOW DOES A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
A Participant may withdraw all or a portion of the shares of Common Stock
credited to his or her Plan account by completing and returning to Harris Bank
the top portion of his or her most recent account statement or by otherwise
notifying Harris Bank in writing. This notice should be mailed to Harris Bank
at the address set forth in response to Question 4. Certificates for whole
shares of Common Stock so withdrawn will be issued. In no case will
certificates for fractional shares be issued. If the notice of withdrawal is
received by Harris Bank after the record date for a particular dividend, such
dividend will be reinvested for the Participant's account.
After a Participant withdraws shares of Common Stock from the Plan account,
cash dividends on such shares will continue to be reinvested unless and until
such Participant sells such shares or requests that reinvestment be
discontinued as described in the response to Question 22.
In the event a Participant desires to sell shares of Common Stock to be
withdrawn from his or her Plan account, such Participant may, in writing,
request that Harris Bank sell such shares for his or her account. In such case,
certificates for withdrawn shares will not be issued to the Participant, and
Harris Bank will, within ten business days after receipt of the written
request, cause such shares to be sold at current market rates for the account
of the Participant through a financial institution which may be Hamilton
Investments, Inc., a subsidiary of the Company. The proceeds of the sale, less
brokerage commissions and any service charges, will be mailed directly to the
Participant.
25. WHAT HAPPENS TO ANY FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS ALL
SHARES FROM THE PLAN ACCOUNT?
Any fractional share withdrawn from a Participant's Plan account will be sold
by Harris Bank and the Participant will receive a check in an amount equal to
the current market price of the Common Stock as reported on the New York Stock
Exchange, less brokerage commissions and any service charges. The net sale
proceeds for any fractional share and the certificates for whole shares, will
be mailed directly to the Participant.
26. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL ELIGIBLE SECURITIES IN
THE PARTICIPANT'S OWN NAME ARE TRANSFERRED OR SOLD?
If all Eligible Securities registered in a Participant's name are transferred
or sold, Harris Bank will continue to reinvest the dividends on the shares of
Common Stock credited to such Participant's Plan account unless such shares are
withdrawn from such account as described at Question 24.
13
<PAGE>
OTHER INFORMATION
27. WHAT HAPPENS IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A COMMON STOCK SPLIT?
If a Participant is entitled to participate in a rights offering, his or her
entitlement will be based upon the Participant's total holding, i.e., the
shares registered in the Participant's name as well as the shares (including
fractional shares) credited to the Participant's Plan account. Any shares of
Common Stock distributed as a result of a stock dividend or stock split by the
Company on shares credited to a Participant's Plan account will be added to the
Participant's Plan account.
28. WHAT HAPPENS UPON CONVERSION OF A PARTICIPANT'S CONVERTIBLE ELIGIBLE
SECURITIES?
When all of a Participant's convertible Eligible Securities are converted
into Common Stock, the dividends from such Common Stock will not be reinvested,
unless such Participant is already a holder of Common Stock whose dividends are
reinvested, or a new Authorization Card is submitted. Dividends on shares of
Common Stock previously credited to a Participant's Plan account will continue
to be reinvested unless and until such Participant withdraws the shares
credited to such Participant's Plan account as described at Questions 24 and
25.
29. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF STOCKHOLDERS?
All shares of Common Stock credited to a Participant's Plan account will be
voted as directed by the Participant.
A proxy card will be sent to each Participant in connection with any annual
or special meeting of stockholders as in the case of stockholders not
participating in the Plan. This proxy will apply to all shares registered in
the Participant's own name that are eligible to vote, if any, as well as to all
shares credited to the Participant's account under the Plan.
As in the case of non-participating shareholders, if no instructions are
indicated on a properly signed and returned proxy card, all of the
Participant's shares--those registered in his or her name that are eligible to
vote, if any, and those credited to such Participant's account under the Plan--
will be voted in accordance with the recommendations of the Company's Board of
Directors. If the proxy card is not returned or is returned unsigned, the
Participant's shares will not be voted unless the Participant or a duly
authorized representative votes in person at the meeting.
30. WHAT IS THE RESPONSIBILITY OF HARRIS BANK UNDER THE PLAN?
Harris Bank, in administering the Plan, will not be liable for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
Participant's Plan account upon such Participant's death prior to receipt of
written notice of such death, with respect to the prices at which shares are
purchased or sold for the Participant's Plan account, the times when such
purchases or sales are made or any fluctuation in market value of the Common
Stock.
14
<PAGE>
Participants should recognize that neither the Company nor Harris Bank can
provide any assurance of a profit or any protection against loss on shares
purchased under the Plan.
31. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, terminate or modify the Plan at
any time. Participants will be notified of any such suspension, termination or
modification. Upon termination of the Plan, certificates for whole shares
credited to a Participant's account under the Plan will be issued and a cash
payment will be made for any fraction of a share credited to a Participant's
Plan account. The Company also reserves the right to terminate the
participation of any Participant at any time.
In the event the Company hereafter terminates the Plan and establishes
another dividend reinvestment plan, each Participant in the Plan will be
automatically enrolled in such other dividend reinvestment plan and shares
credited to his or her account under the Plan will be automatically credited to
such other dividend reinvestment plan, unless notice is received to the
contrary.
USE OF PROCEEDS
The Company has no basis for estimating the number of shares that will be
sold under the Plan, or the prices at which such shares will be sold. The
Company will use the net proceeds it receives from such sales for general
corporate purposes, including investments in, or extensions of credit to, the
Company's subsidiaries. The Company is unable to estimate the amount of the
proceeds which will be devoted to any specific purpose.
15
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AU-
THORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITA-
TION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECU-
RITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Household International.................................................... 3
The Plan................................................................... 4
Purpose.................................................................... 4
Participation Options...................................................... 4
Advantages................................................................. 4
Administration............................................................. 5
Participation.............................................................. 5
Purchases.................................................................. 7
Optional Cash Payments..................................................... 8
Costs...................................................................... 10
Federal Income Tax Consequences to Participants............................ 10
Reports to Participants.................................................... 12
Dividends.................................................................. 12
Termination of Participation in the Plan................................... 12
Withdrawal of Shares in Plan
Accounts.................................................................. 13
Other Information.......................................................... 14
Use of Proceeds............................................................ 15
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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[HOUSEHOLD INTERNATIONAL LOGO]
Dividend Reinvestment
and
Common Stock Purchase Plan
Prospectus
March 3, 1994
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS DULY CAUSED THIS AMENDMENT TO THE REGISTRATION STATEMENT
(NO. 33-44066) TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE 3RD
DAY OF MARCH, 1994.
Household International, Inc.
/s/ Donald C. Clark
By
-----------------------------------
Donald C. Clark
Chairman of the Board and
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT (NO. 33-44066) HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED AND ON THE 3RD DAY OF MARCH,
1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John C. Biegler Director
- -------------------------------------------
(John C. Biegler)
/s/ Donald C. Clark
- -------------------------------------------
(Donald C. Clark) Chairman of the Board, Chief
Executive Officer, and Director
Director
- -------------------------------------------
(Robert J. Darnall)
/s/ Gary G. Dillon Director
- -------------------------------------------
(Gary G. Dillon)
/s/ Mary Johnston Evans
- -------------------------------------------
(Mary Johnston Evans) Director
/s/ Cyrus F. Freidheim, Jr.
- -------------------------------------------
(Cyrus F. Freidheim, Jr.) Director
/s/ Louis E. Levy
- -------------------------------------------
(Louis E. Levy) Director
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John D. Nichols
- -------------------------------------------
(John D. Nichols) Director
/s/ Gordon P. Osler
- -------------------------------------------
(Gordon P. Osler) Director
/s/ Arthur E. Rasmussen
- -------------------------------------------
(Arthur E. Rasmussen) Director
- -------------------------------------------
(Louis W. Sullivan, M.D.) Director
/s/ Raymond C. Tower
- -------------------------------------------
(Raymond C. Tower) Director
/s/ David A. Schoenholz
- -------------------------------------------
(David A. Schoenholz) Vice President and Chief Accounting Officer
(A Principal Financial Officer)
</TABLE>
II-2
