<PAGE> 1
As filed with the Securities and Exchange Commission on November 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------------------------------
HOUSEHOLD INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3121988
(State of Incorporation) (I.R.S. Employer Identification No.)
2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of principal executive offices) (Zip Code)
ACC STOCK OPTION PLAN
(Full title of the Plan)
------------------------
PATRICK D. SCHWARTZ, ESQ.
Associate General Counsel and Assistant Secretary
Household International, Inc.
2700 Sanders Road, Prospect Heights, Illinois 60070
(847) 564-6301
(Name, address and telephone number of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock,
Par Value 28,889
$1 per Share shares Not Applicable $3,289,734.88 $996.89
</TABLE>
(1) The proposed maximum aggregate offering price and the amount of the
registration fee are estimated pursuant to rule 457(h) based upon
the average of the high and low prices ($113.875) reported for the
Common Stock on the New York Stock Exchange Composite Tape on
November 3, 1997.
-------------------------
This Registration Statement shall hereafter become effective in accordance
with the provision of Section 8(a) of the
Securities Act of 1933
<PAGE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Commission are incorporated herein by
reference:
(a) Household's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933, which contains, either directly or by incorporation by reference,
audited financial statements for Household's latest fiscal year for
which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report or the prospectus incorporated
pursuant to (a) above.
(c) The description of the Common Stock offered herein which is
contained in any registration statements filed under Section 12 of the
Securities Exchange Act of 1934, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by Household pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares of Common Stock offered hereby will be
passed upon for Household by John W. Blenke, Vice President-Corporate Law and
Assistant Secretary for the Company. Mr. Blenke is a full-time employee and
an officer of Household and owns and holds options to purchase shares of the
Common Stock of Household.
The financial statements of Household and its subsidiaries
incorporated by reference in this Registration Statement to the extent and for
the periods indicated in its reports, have been audited by Arthur Andersen LLP,
independent public accountants, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said reports.
Item 7. Indemnification of Directors and Officers.
The General Corporation Law of Delaware (Section 102) allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his/her fiduciary duty as a director, except in the case where the
director breached his/her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit. The Restated
Certificate of Incorporation, as amended, of Household International, Inc.
(the "Company"), contains a provision which eliminated directors' personal
liability as set forth above.
The General corporation Law of Delaware (Section 145) gives
Delaware corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by
reason of being or having been such directors of officers, subject to
specified conditions and exclusions; gives a director or officer who
successfully defends an action the right to be so indemnified; and authorizes
the Company to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other right to which those indemnified
may be entitled under any bylaw, agreement, bote of stockholders or otherwise.
<PAGE>
<PAGE> 3
Household's Restated Certificate of Incorporation, a amended,
provides for indemnification to the fullest extent as expressly authorized by
Section 145 of the General Corporation Law of Delaware for directors, officers
and employees of Household and also to persons who are serving at the request
of Household as directors, officers or employees of other corporations
(including subsidiaries). This right of indemnification is not exclusive of
any other right which any person may acquire under any statute, bylaw,
agreement, contract, vote of stockholders or otherwise.
Household has purchased liability policies which indemnify its
officers and directors against loss arising from claims by reason of their
legal liability for acts as officers, subject to limitations and conditions
as set forth in the policies.
Item 8. Exhibits.
4.1 ACC Consumer Finance Corporation 1995 Stock Option Plan,
including ISO Stock Option Agreement.
4.2 Notice of Assumption of ACC Consumer Finance Corporation
1995 Stock Option Plan
5 Opinion of John W. Blenke, Vice President-Corporate Law and
Assistant Secretary of Household International, Inc.
23.1 Consent of John W. Blenke, Vice President-Corporate Law and
Assistant Secretary of Household International, Inc. is
contained in his opinion filed as Exhibit 5 hereto.
23.2 Consent of Arthur Andersen LLP, Certified Public Accountants
24 Power of Attorney is set forth on page II-5 of this Registration
Statement.
Item 9. Undertakings.
A. To Transmit Certain Materials.
Household hereby undertakes to deliver or cause to be delivered
with the Prospectus, to each employee to whom the Prospectus is sent or
given, a copy of Household's latest annual report to shareholders that is
incorporated by reference in the Prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
Prospectus, to deliver, or cause to be delivered to each employee to whom
the Prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the Prospectus to provide such
interim financial information.
B. Undertaking to Update Annually.
Household hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Household's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
C. Continuous Offering.
Household hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE>
<PAGE> 4
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that the undertakings set
forth in paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of Household's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
D. Indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of Household pursuant to the foregoing provisions, or otherwise,
Household has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Household
of expenses incurred or paid by a director, officer or controlling person of
Household in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the Common Stock being registered, Household will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
<PAGE>
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Prospect Heights, and State of
Illinois, on the 6th day of November, 1997.
HOUSEHOLD INTERNATIONAL, INC.
By William F. Aldinger
---------------------------
(William F. Aldinger)
Chairman and Chief
Executive Officer
Each person whose signature appears below constitutes and appoints
J. W. Blenke, L. S. Mattenson and P. D. Schwartz and each or any of them
(with full power to act alone), and his/her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him/her
in his/her name, place and stead, in any and all capacities, to sign and
file with the Securities and Exchange Commission, any an all amendments
(including post-effective amendments) to the Registration Statement,
granting unto each such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as he/she might or could do
in person, hereby ratifying and confirming all that such attorney-in-fact
and agent or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated and on the 6th day of November, 1997.
Signature Title
--------- -----
William F. Aldinger Chairman, Chief Executive Officer
- ------------------------------ and Director (as Principal Executive
(William F. Aldinger) Officer)
Robert J. Darnall Director
- ------------------------------
(Robert J. Darnall)
Gary G. Dillon Director
- ------------------------------
(Gary G. Dillon)
John A. Edwardson Director
- ------------------------------
(John A. Edwardson)
Mary J. Evans Director
- ------------------------------
(Mary J. Evans)
<PAGE>
<PAGE> 6
Dudley Fishburn Director
- ------------------------------
(Dudley Fishburn)
Cyrus F. Freidheim, Jr. Director
- ------------------------------
(Cyrus F. Freidheim, Jr.)
Louis E. Levy Director
- ------------------------------
(Louis E. Levy)
George A. Lorch Director
- ------------------------------
(George A. Lorch)
John D. Nichols Director
- ------------------------------
(John D. Nichols)
James B. Pitblado Director
- ------------------------------
(James B. Pitblado)
S. Jay Stewart Director
- ------------------------------
(S. Jay Stewart)
Louis W. Sullivan, M.D. Director
- ------------------------------
(Louis W. Sullivan, M.D.)
David A. Schoenholz Executive Vice President-Chief
- ------------------------------ Financial Officer (as Principal
(David A. Schoenholz) Accounting and Financial Officer)
u:\law\corp\acc\regstmt
<PAGE> 1
ACC CONSUMER FINANCE CORPORATION
1995 STOCK OPTION PLAN
1. Purpose and Scope.
The purposes of this 1995 Stock Option Plan ("Plan") of
ACC Consumer Finance Corporation, a Delaware corporation
("Company"), are to encourage stock ownership by employees of the
Company and its subsidiaries, to provide an incentive for such
employees to improve the profits of the Company and its
subsidiaries, and to assist the Company in attracting, retaining
and motivating employees by providing them with an opportunity to
participate in the Company's growth through stock ownership.
Options granted under this Plan may be either
nonqualified options or incentive stock options intended to qualify
under Section 422 of the Internal Revenue Code of 1986, as amended.
2. Definitions.
Unless otherwise required by the context:
2.1 "Board" shall mean the Board of Directors of the
Company.
2.2 "Code" shall mean the Internal Revenue Code of 1986,
as amended.
2.3 "Committee" means the Compensation Committee of the
Board of Directors consisting of two or more members of the Board
who are "outside directors" as defined in the Internal Revenue
Service regulations promulgated or proposed under Section 162(m) of the
Code.
2.4 "Company" shall mean ACC Consumer Finance
Corporations, a Delaware corporation.
2.5 "Consultant" shall mean any consultant or advisor
to the Company who provides consulting or advisory services other
than services connected with the offer or sale of securities in a
capital-raising transaction.
2.6 "Exercise Price" shall mean the price for which one
share of Stock may be purchased upon exercise of an Option, as
determined in Section 6 below and as specified in the applicable
Stock Option Agreement.
2.7 "Fair Market Value" shall mean, if the Common Stock
is designated for trading on the Nasdaq National Market, the
closing price of the Stock in Nasdaq National Market on the date in
issue as quoted in the Wall Street Journal, unless the Committee in
good faith determines that another amount is the fair market value.
If the Common Stock is not designated for trading on the Nasdaq
National Market on the date in issue, then the fair market value
shall be the amount determined in good faith by the Committee.
Such determination shall be conclusive and binding on all persons.
<PAGE>
<PAGE> 2
2.8 "ISO" shall mean an employee incentive stock option
described in Section 422(b) of the Code.
2.9 "Nonqualified Option" shall mean any Option not
described in Sections 422(b) or 423(b) of the Code.
2.10 "Option" shall mean a right to purchase Stock,
granted pursuant to the Plan.
2.11 "Participant" shall mean an officer or employee of
the Company or of any subsidiary of the Company, or Consultant to
whom an Option is granted under the Plan.
2.12 "Permanent Disability" shall mean that Participant
is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that
can be expected to result in death, or that has lasted, or can be
expected to last, for a continuous period of not less than one
year.
2.13 "Plan" shall mean this ACC Consumer Finance
Corporation 1995 Stock Option Plan.
2.14 "Stock" shall mean the common stock of the Company,
.001 par value.
2.15 "Stock Option Agreement" shall mean the agreement
between the Company and the Participant that contains the terms,
conditions and restrictions pertaining to Participant's Option.
3. Administration.
The Plan shall be administered by the Committee. Two
members of the Committee shall constitute a quorum for the
transaction of business. The acts of a majority of the Committee
members present at meeting as which a quorum is present, or acts
approved in writing by all Committee members, shall be valid acts
of the Committee. The Committee shall be responsible for the
operation of the Plan and for determining to whom Options are
granted under the Plan and the timing, prior vesting schedule,
performance based conditions on granting and/or vesting, and amount
of Options granted under the Plan, and for providing certification
that performance goals have been attained. The interpretation and
construction of any provision of the Plan by the Committee shall be
final. In the absence of a Committee, the Plan shall be
administered by the Board of Directors in the same manner and with
the same authority as the Committee. No member of the Board or the
Committee shall be liable for any action or determination made by
such member in good faith.
4. Eligibility.
The Committee may grant Options to any employee or
officer of the Company or its subsidiaries or any Consultant. No
nonemployee director of the Company or its subsidiaries is eligible
to participate in the Plan. Options may be awarded by the
Committee at any time and from time-to-time to new Participants, or
to then Participants, or to a greater or lesser number of
Participants, and may include or exclude previous Participants, as
the Committee shall determine. Options granted at different times
need not contain similar provisions.
<PAGE>
<PAGE> 3
5. Stock to be Optioned.
5.1 Number of Shares. Subject to the provisions below,
the maximum number of shares of Stock that may be optioned or sold
under the Plan is 450,000 shares. Such shares may be authorized
but unissued shares or outstanding shares acquired in the market or
from private sources. In the event any shares of Stock are subject
to an Option which, for any reason, expires or is terminated
unexercised as to such shares, such shares again shall become
available for issuance under the Plan. Notwithstanding the
foregoing, to the extent required by Section 260.140.45 of the Rules of
the California Corporations Commissioner or a replacement or
successor rule, the total number of Shares that may be optioned or
sold under the Plan together with all other shares of the Company's
common stock subject to outstanding options (excluding options
excludable under such rule), bonus plans and similar plans shall
not exceed 30% of the outstanding shares of common stock of the
Company (treating as outstanding convertible preferred or senior
common stock).
5.2 Incentive Stock Options. Only common-law employees
of the Company or a subsidiary of the Company shall be eligible for
grants of ISOs.
5.3 Nonqualified Options. all eligible Participants in
the Plan may be granted Nonqualified Options, subject to the
provisions of Section 16 hereof.
5.4 Corporate Events.
(a) In the event of any stock dividend, stock
split, exchange of shares, recapitalization, subdivision or
consolidation of shares, or other similar transaction, the number
of shares subject to each outstanding Option, and the Exercise
Price per share, shall be proportionately adjusted, and any other
appropriate changes in the Options outstanding shall be made by the
Committee, whose determination as to any such matters shall be
conclusive.
(b) In the event the Company shall be a party to
a transaction involving a sale of substantially all of its assets
or a merger or a consolidation in which the Company will not be the
surviving corporation, then the vesting date of all unexercised
Options shall accelerate automatically to the business day that is
30 days preceding the effective date of the transaction and all
unexercised Options may be cancelled by the Company as of the
effective date of any such transaction by giving written notice to
the holders thereof of its intention to do so and by permitting the
exercise in full, during the 30-day period preceding the effective
date of such transaction, of all partly or wholly unexercised
Options. If the unexercised Options are assumed by the surviving
corporation, then any Options so assumed shall be immediately
exercisable and fully vested (whether or not such Options were by
their terms then exercisable).
(c) In the case of dissolution of the Company
(other than a dissolution following a sale of substantially all of
the Company's assets), every Option outstanding shall terminate;
provided, however, that the Participant shall have 30 days prior
written notice of such event, during which time the Participant
shall have the right to exercise any partly or wholly unexercised
Option in full (whether or not such Options were by their terms
then exercisable).
<PAGE>
<PAGE> 4
6. Exercise Price.
Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than 100%
of the Fair Market Value of a Share on the date of grant, except
that the Exercise Price of an ISO granted to a 10% shareholder of
the Company shall not be less than 110% of the Fair Market Value
of a Share on the date of grant. The Exercises Price of a
Nonqualified Option shall not be less than 85% of the Fair Market
Value of a Share on the date of grant. Subject to the preceding
two sentences, the Exercise Price under any Option shall be
determined by the Committee at its sole discretion. The Exercise
Price shall be payable in a form described in Section 8 below.
7. Terms and Conditions of Options.
Options granted pursuant to the Plan shall be authorized
by the Committee and shall be evidenced by Stock Option Agreements
in such form as the Committee shall from time-to-time approve.
Such agreements shall comply with and be subject to the following
terms and conditions:
7.1 Number of Shares. Each Stock Option Agreement shall
specify the number of Shares that are subject to the Option and
shall provide for the adjustment of such number in accordance with
Section 5.4(a). The Stock Option Agreement shall also specify
whether the Option is an ISO or a Nonqualified Option. Without
limiting the foregoing, the maximum number of Shares of Stock that
may be optioned under the Plan to any Participant during any three
year period shall be 75,000.
7.2 Withholding Taxes. As a condition to the exercise
of an Option, the Participant shall make such arrangements as the
Committee may require for the satisfaction of any federal, state,
local or foreign withholding tax obligations that may arise in
connection with such exercise. The Participant shall also make
such arrangements as the Committee may require for the satisfaction
of any federal, state, local or foreign withholding tax obligations
that may arise in connection with the disposition of Shares
acquired by exercising an Option.
7.3 Exercisability. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to
become exercisable. An Option shall become exercisable at least
as rapidly as set forth in the following schedule:
Anniversary of Percentage of Shares
Date of Grant Exercisable
First 25%
Second 50%
Third 75%
Fourth 100%
Subject to the preceding sentence, the vesting of
any Option shall be determined by the Committee at its sole
discretion. A Stock Option Agreement (or amendment thereof) may
provide for accelerated exercisability in the event of the
Participant's death or Permanent Disability and shall provide for
accelerated exercisability in accordance with Section 5.4 above.
7.4 Term. The Stock Option Agreement shall specify the
term of the Option. The term shall not exceed 10 years from the
date of grant. Subject to the preceding sentence, the Committee at
its sold discretion shall determine when an Option is to expire.
The term of this Plan shall be 10 years from the date the Plan is
adopted by the Board.
<PAGE>
<PAGE> 5
7.5 Nontransferability. No Option shall be transferable
by the Participant other than by will or by the laws of descent and
distribution. An Option may be exercised during the lifetime of
the Participant only by him or by his guardian or legal
representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Participant during his
lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.
7.6 No Rights as a Stockholder. A Participant, or a
transferee of an Participant, shall have no rights as a stockholder
with respect to any Shares covered by his Option until the date of
the issuance of a stock certificate for such Shares. No
adjustments shall be made, except as provided in Section 5.4(a)
above.
7.7 No Fractional Shares/100 Share Minimum. No Option
or installment thereof shall be exercisable except in respect of
whole shares, and fractional share interests shall be disregarded
except that they may be accumulated in accordance with the
preceding sentence. No fewer than one hundred (100) shares may be
purchased at one time unless the number purchased is the total
number at the time available for purchase under the Option.
7.8 Exercise Procedures. Options may be exercised by
giving written notice to the Secretary of the Company stating the
number of shares of Stock with respect to which the Option is being
exercised and tendering payment therefor. Payment for shares of
Stock shall be made in full at the time that an Option, or any part
thereof, is exercised.
7.9 Modification, Extension and Assumption of Options.
Within the limitations of the Plan, the Committee may modify,
extend or assume outstanding Options or may accept the cancellation
of outstanding Options (whether granted by the Company or another
issuer) in return for the grant of new Options for the same or a
different number of Shares and at the same or a different Exercise
Price. The foregoing notwithstanding, no modification of an Option
shall, without the consent of the Optionee, impair his rights or
increase his obligations under such Option.
8. Payment.
8.1 General Rule. The full Exercise Price of Shares
issued under the Plan shall be payable in cash or certified or
cashier's check at the time when such Shares are purchased, except
as provided in Sections 8.2 and 8.3 below. Promptly after the
exercise of an Option and the payment of the full Exercise Price,
the Participant shall be entitled to the issuance of a stock
certificate evidencing ownership of such Stock.
8.2 Surrender of Stock. Tot he extent that a Stock
Option Agreement so provides, payment may be made all or in part
with Shares which have already been owned by the Participant or his
representative for more than six months and which are surrendered
to the Company in good form for transfer. Such Shares shall be
valued at their Fair Market Value on the date when the new Shares
are purchased under the Plan.
8.3 Exercise/Sale. To the extent that a Stock Option
Agreement so provides or in the sole discretion of the Committee,
payment may be made all or in part by the delivery (on a form
prescribed by the Company) of an irrevocable direction to a
securities broker approved by the Company to sell Shares and to
deliver all or part of the sales proceeds to the Company in payment
of all or part of the Exercise Price and any withholding taxes.
<PAGE>
<PAGE> 6
9. Termination of Employment.
9.1 Termination of Service (Except by Death). If a
Participant's service as an employee or officer of the Company or
of a subsidiary terminates for any reason other than his death,
then his Option (s) shall expire on the earlier of the following
occasions.
(1) The expiration date set forth in the
Participant's Stock Option Agreement; or
(2) The date 90 days after the termination of
service for any reason other than Permanent Disability; or
(3) The date 12 months after the termination of
service by reason of Permanent Disability.
The Participant may exercise all or part of his Option(s) at any
time before the expiration of such Option(s) under the preceding
sentence, but only to the extent that such Option (s) had become
exercisable before his service terminated. The balance of such
Option(s) shall lapse when the Participant's service terminates.
9.2 Leaves of Absence. For purposes of Section 9.1
above, service shall be deemed to continue while the Participant is
on military leave, sick leave or other bona fide leave of absence
(as determined by the Committee). The foregoing notwithstanding,
in the case of an ISO granted under the Plan, service shall not be
deemed to continue beyond the first 90 days of such leave, unless
the Participant's reemployment rights are guaranteed by statute or
by contract.
9.3 Death. If a Participant dies while employed by the
Company or any of its subsidiaries or while serving as an officer
of the Company or any of its subsidiaries or within one year after
cessation of employment or service as an officer due to Permanent
Disability or within three months after cessation of employment for
any reason other than Permanent Disability, and without having
fully exercised such Participant's Options, the executors or
administrators, or legatees or heirs, of the Participant's estate
shall have the right to exercise such Options at any time within
one year after the death of the Participant to the extent that such
deceased Participant was entitled to exercise the Options on the
date of death, unless such Options would expire pursuant to the
their terms at an earlier date, in which case such Options shall
remain exercisable only until the earlier expiration date.
10. No Obligations to Exercises Option.
The granting of an Option shall impose no obligation upon
the Participant to exercise such Option.
11. Agreement and Representation of Employees.
As a condition to the exercise of any portion of an
Option, the Company may require the person exercising such Option
to represent and warrant at the time of such exercise that any
shares of stock acquired at exercise are being acquired only for
investment and without any present intention to sell or distribute
such shares, if, in the opinion of counsel for the Company, such a
representation is required under the Securities Act of 1933 or any
other applicable law, regulation, or rule of any governmental
agency.
12. Legend.
The certificates evidencing the Stock acquired upon
exercise of an Option may bear a legend referring to the terms and
conditions contained in the Participant's Stock Option Agreements
and the Company may place a stop transfer order with its transfer
agent against the transfer of such shares of Stock.
<PAGE>
<PAGE> 7
13. Legal Requirements.
The obligation of the Company to issue or transfer Stock
under the Options shall be subject to all applicable laws,
regulations, rules and approvals, including, the effectiveness of
a registration statement under the Securities Act of 1933 if deemed
necessary or appropriate by the Company, the qualification of the
Options and the Stock reserved for issuance upon exercise of
Options under the California Corporate Securities Law and
satisfaction of any withholding obligation in accordance with
Section 7.2 above.
14. No Employment Obligation.
The granting of an Option shall not impose any obligation
on the Company to continue to employ the Participant or to retain
the Participant's services for any period of time.
15. Reservation of Shares of Stock.
The Company, during the term of this Plan, will at all
times reserve and keep available, and will seek or obtain from any
regulatory body having jurisdiction any requisite authority
necessary to issue and to sell, the number of shares of Stock that
shall be sufficient to satisfy the requirements of this Plan. The
inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the
Company for the lawful issuance and sale of its Stock hereunder
shall relieve the Company of any liability in respect of the
failure to issue or sell Stock as to which the requisite authority
has not been obtained.
16. Establishment and Satisfaction of Pre-Established
Performance Goals.
Notwithstanding any other provision of this Plan, (a) the
Committee may, in its sole discretion, require that, in connection
with the proposed grant of a Nonqualified Option, the grant,
vesting and/or exercisability of such Nonqualified Option shall be
subject to satisfaction of pre-established, objective performance
goals, as determined by the Committee, in accordance with the
Internal Revenue Service regulations promulgated or proposed under
Code Section 162(m), and (b) in the event the Committee establishes such
requirement, the material terms of the performance goals shall be
disclosed to, and approved by, the Company's stockholders prior to
the grant of such Nonqualified Option.
17. Duration and Amendments.
17.1 Term of the Plan. The Plan, as set forth herein,
shall become effective on the date of its adoption by the Board of
Directors, subject to the disclosure to, and approval of, the Plan
by the Company's stockholders. In the event that the stockholders
fail to approve the Plan on or before the date 12 months after its
adoption by the Board of Directors, (i) the Plan shall terminate,
(ii) any Options already granted shall be canceled and (iii) any
Shares already issued under the Plan shall be repurchased by the
Company at the original Exercise Price. The Plan shall terminate
automatically 10 years after its adoption by the Board of Directors
and may be terminated on any earlier date pursuant to Section 17.2
below.
<PAGE>
<PAGE> 8
17.2 Right to Amend or Terminate the Plan. The Board of
Directors may amend, suspend or terminate the Plan at any time and
for any reason; provided, however, that any amendment of the Plan
that increases the number of Shares available for issuance under
the Plan and/or to an individual Participant in the Plan (except as
provided in Section 5.4(a)), that changes the class of persons who
are eligible for participation in the Plan, that alters the
exercisability provisions of the Plan, or that otherwise amends or
adds a material term of the Plan subject to the shareholder
approval requirements set forth in Internal Revenue Service
regulations promulgated or proposed under Section 162(m) of the Code,
shall (prior to the effective date thereof) be disclosed to, and
subject to the approval of, the Company's stockholders.
Stockholder approval shall not be required for any other amendment
of the Plan.
17.3 Effect of Amendment or Termination. No Shares shall
be issued or sold under the Plan after the termination thereof,
except upon exercise of an Option granted prior to such
termination. The termination of the Plan, or any amendment
thereof, shall not affect any Share previously issued or any Option
previously granted under the Plan (except as provided in Section
17.1 above).
18. Execution.
To record the adoption of the Plan by the Board of
Directors effective November 15, 1995, the Company has caused its
authorized officers to execute the same.
"Company:"
ACC Consumer Finance Corporation,
a Delaware corporation
By /s/ Rocco J. Fabiano
------------------------
Rocco J. Fabiano,
Chairman of the Board
Chief Executive Officer
<PAGE>
<PAGE> 9
INCENTIVE STOCK OPTION AGREEMENT
FOR
ACC CONSUMER FINANCE CORPORATION
1995 STOCK OPTION PLAN
A. A STOCK OPTION for a total of ______ shares of Common
Stock without par value of ACC Consumer Finance, a Delaware
corporation (herein the "Company") is hereby granted to ______
(herein the "Participant"), subject in all respects to the terms
and provisions of the ACC Consumer Finance Corporation 1995
Employee Stock Option Plan (herein the "Plan"), dated
November 15, 1995, which has been adopted by the Company and by
the shareholders of the Company and which is incorporated herein
by reference and made a part of this Agreement.
B. The Exercise Price shall be the price per share at the
time of the Company's initial public offering.
C. This Option is exercisable as follows:
Percentage
From To Exercisable
---- -- -----------
25%
25%
25%
25%
The exercisability of the Option shall be accelerated in
accordance with Section 5.4 of the Plan.
D. This Option is intended to qualify as an incentive
stock option described in Section 422(b) of the Internal Revenue
Code of 1986, as amended. However, Participant acknowledges that
this Option may not qualify as an incentive stock option or may
become a nonqualified option in certain circumstances and ACC
Consumer Finance Corporation makes no representation or warranty
that the Option is qualified as an incentive stock option.
E. This Option may not be exercised if the issuance of
shares of Common Stock of the Company upon such exercise would
constitute a violation of any applicable Federal and State
securities or other law or valid regulation. The Participant, as
a condition to the exercise of this Option, shall represent to
the Company that the shares of Common Stock of the Company that
the Participant acquires under this Option are being acquired by
the Participant for investment and not with a present view to
distribution or resale, unless counsel for the Company is then of
the opinion that such a representation is not required under the
Securities Act of 1933 or any other applicable law, regulation or
rule of any governmental agent.
F. This Option may not be transferred in any manner
otherwise than by will or the laws of descent and distribution
and may be exercised during the lifetime of the Participant only
by the Participant. The terms of this Option shall be binding
upon the executors, administrators, heirs, successors and assigns
of the Participant.
G. This Option may not be exercised more than ten years
from the date of its grant and may be exercised during such term
only in accordance with the terms of the Plan.
<PAGE>
<PAGE> 10
H. Payment of the Exercise Price may be made all or in
part with Shares which have already been owned by the Participant
or his representative for more than six months and which are
surrendered to the Company in good form for transfer. Such
Shares shall be valued at their Fair Market Value (as defined in
the Plan) on the date when the new Shares are purchased under the
Plan.
I. Payment of the Exercise Price may be made all or in
part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales
proceeds to the Company in payment of all or part of the Exercise
Price and any withholding taxes.
Dated:
"Company"
ACC Consumer Finance Corporation,
a Delaware corporation
By:_____________________________
Rocco J. Fabiano
Chairman of the Board,
Chief Executive Officer
[Remainder of Page Intentionally Left Blank]
<PAGE>
<PAGE> 11
The Participant acknowledges receipt of a copy of the Plan,
a copy of which is annexed hereto, and represents that the
Participant is familiar with the terms and provisions thereof.
The Participant hereby agrees to accept as binding, conclusive
and final all decisions and interpretations of the Compensation
Committee, upon any questions arising under the Plan. As a
condition to the issuance of shares of Common Stock of the
Company under this Option, the Participant authorizes the Company
to withhold in accordance with applicable law from any regular
cash compensation payable to the Participant any taxes required
to be withheld by the Company under federal, state or local law
as a result of the Participant's exercise of this Option or as a
result of Participant's sale of shares of common stock acquired
upon the exercise of the Option and agrees to pay in cash to the
Company the amount of withholding that exceeds regular cash
compensation against which such taxes can be withheld during the
applicable withholding period.
Dated:__________, 19__.
------------------------------
Participant -
<PAGE> 1
Exhibit 4.2
NOTICE OF ASSUMPTION OF
ACC CONSUMER FINANCE CORPORATION
1995 STOCK OPTION PLAN
Pursuant to the Agreement and Plan of Merger dated as of
August 24, 1997 (the "Agreement") among Household International,
Inc. ("Household"), Household Auto Corporation and ACC Consumer
Finance Corporation ("ACC"), as of the Effective Time (as defined
in the Agreement), Household assumed the ACC 1995 Stock Option Plan
(the "Plan"). All options outstanding under that Plan are
exercisable for shares of Household common stock based upon an
Option Exchange Ratio (as defined in the Agreement) of .191254.
Pursuant to resolutions of the ACC Board of Directors adopted on
August 24, 1997, all options outstanding under the Plan as of the
Effective Time were fully vested and are immediately exercisable.
Other than the adjustment to the number of shares subject to each
option and the related exercise price, each option outstanding
under the Plan will continue to have, and is subject to, the same
terms and conditions as set forth in the Plan immediately prior to
the Effective Time.
Dated this 21st day of October, 1997,
HOUSEHOLD INTERNATIONAL, INC.
/s/ Paul R. Shay
-----------------------------
Paul R. Shay
Assistant General Counsel and
Corporate Secretary
u:\law\corp\acc\notice
<PAGE> 1
November 6, 1997
Household International, Inc.
2700 Sanders Road Exhibits 5
Prospect Heights, Illinois 60070 and 23.1
RE: ACC Stock Option Plan--Registration Statement on Form S-8
Ladies and Gentlemen:
As Vice President-Corporate Law and Assistant Secretary of
Household International, Inc. (the "Company"), I am generally
familiar with the proceedings in connection with the Company's
Registration Statement on Form S-8 in which shares of the Company's
Common Stock ($1.00 par value per share) offered pursuant to the
Company's assumption of the ACC Consumer Finance Corporation 1995
Stock Option Plan (renamed the ACC Stock Option Plan) are being
registered under the Securities Act of 1933, as amended (the
"Act"). In accordance with the foregoing, I have examined such
corporate records, certificates, public documents and other
documents, and have reviewed such questions of law, as considered
necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, it is my opinion that:
1. The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of
Delaware.
2. The shares of Common Stock have been duly authorized by the
Company, and when (i) the registration statement on Form S-8
by the Company with respect to the shares of Common Stock (the
"Registration Statement") shall have been filed with the
Securities and Exchange Commission under the Act and (ii)
shares of the Company's Common Stock are distributed pursuant
to the Plan, such shares will be validly issued, fully paid
and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving said consent, I do not admit that
I am in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ John W. Blenke
- ------------------
John W. Blenke
JWB:kr
u:\law\corp\acc\exhibit.5
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of our report dated January 23, 1997 included in Household
International's Annual Report on Form 10-K for the year ended
December 31, 1996.
Arthur Andersen LLP
November 6, 1997
Chicago, Illinois
