<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1998
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)
Household Financial Corporation Limited
Match and Save 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 <F2> Offering Price <F2> Fee
<F1>
<S> <C> <C> <C> <C>
Common Stock,
Par Value 30,000
$1 per Share shares Not applicable $4,087,500 $1,205.81
<FN>
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<F2> 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 ($136.25) reported for the Common Stock
on the New York Stock Exchange Composite Tape on February 24, 1998.
</FN>
</TABLE>
--------------------------------
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 I
The summary booklet for the Household Financial Corporation Limited Match
and Save Plan contains the information required pursuant to Part I of this
Registration Statement on Form S-8. Pursuant to the Note to Part I of
Form S-8, the booklet is not being filed as part of this Registration
Statement but is available upon request as set forth in "Available
Information and Incorporation of Certain Documents by Reference."
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Available Information and Incorporation of Certain Documents by
Reference
Household International, Inc. ("Household") is subject to the
informational requirements of the Securities Exchange Act of 1934 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 the Commission's Regional Offices at Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661, and Seven World Trade
Center, New York, New York 10048 and may also be accessed through the Web
site maintained by the Commission at http:\\www.sec.gov. Copies of such
material can also be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. In addition, reports, proxy statements, and other material
concerning Household can be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, and the Chicago
Stock Exchange, 440 South LaSalle Street, Chicago, Illinois 60605.
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.
Household will provide without charge to each person making a
written or an oral request, a copy of guide booklet and the Trust Deed and
Rules for the 1-4-1 Plan and all of the documents incorporated herein by
reference (other than exhibits to such documents).
Requests should be directed to: Household International, Inc., 2700
Sanders Road, Prospect Heights, IL 60070, Attention: Office of the Secretary
(Telephone: (847) 564-5000).
<PAGE>
<PAGE> 3
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.
Household's Restated Certificate of Incorporation, as 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 Summary of the Household Financial Corporation Limited Match and
Save 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.
<PAGE>
<PAGE> 4
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;
(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.
<PAGE>
<PAGE> 5
(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> 6
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 26th day of February, 1998.
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 and 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 26th day of February, 1998.
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> 7
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 Accounting and
(David A. Schoenholz) Financial Officer)
u:\law\corp\canada\S-8(401)
<PAGE> 1
Exhibit 4
SUMMARY OF THE
HFC MATCH AND SAVE PLAN
<PAGE>
<PAGE> 2
Welcome to Match and Save
- -------------------------
Match and Save responds to your requests for a long-term saving
vehicle with a company-matching opportunity. If you are eligible
to participate, you can choose whether or not you wish to
participate, how much you would like to contribute and how your
savings will be invested.
As a plan participant, you can save a percentage of your income
(1 percent to 15 percent) on an after-tax basis. Household will
match your contributions $3 for $1 on the first 1 percent you
contribute; and $1 for $1 on the next 2 percent to 4 percent of
your income. This means that when you contribute 4 percent of
your income, Household will match you with 6 percent.
The Plan also offers you the advantages of convenient payroll
deductions, diversified investing, withdrawal and termination
provisions and 100 percent immediate vesting:
Convenient payroll deductions -- You may make contributions on a
bi-weekly basis (1 percent to 15 percent of earnings) directly
from your pay cheque.
Diversified investing -- While all Company contributions will be
in Household International common stock, you can invest your
savings in any of seven funds.
Withdrawal and termination -- Should you need to, you can
withdraw funds or terminate your participation under certain
conditions.
100 percent immediate vesting -- If you leave the Company for any
reason, your savings and Company matching funds belong to you and
are completely portable.
Match and Save is part of your total compensation package as a
Household employee, which also includes flexible benefit plans,
pay-for-performance, training and development opportunities, and
philanthropic programs.
This Plan booklet summarizes the main provisions of the Match and
Save Plan. This Plan, effective March 1, 1998, is sponsored by
Household Financial Corporation Limited (the "Company").
Contributions are deposited under Policy No. 62467-G issued by
Sun Life Assurance Company of Canada ("Sun Life") to fund the
Plan.
For more information about Match and Save, contact the Sun Life
Plan Administration Office at:
Mailing Address: 225 King Street West
Toronto, Ontario
M5V 3C5
Telephone Number: 1-800-387-2636, ext. 6801
<PAGE>
<PAGE> 3
HIGHLIGHTS OF THE
HFC MATCH AND SAVE PLAN
Who Is Eligible To Participate in the Plan?
- -------------------------------------------
The Plan is open to regular full-time and part-time employees who
work at least 20 hours per week and have completed one or more
years of service.
When Can I Enroll?
- ------------------
Membership in the Plan is voluntary. Enrollment campaigns will
be conducted in February of each year. If you are eligible, you
can enroll to participate in the Plan on the first day of March.
Once you become eligible you can enroll on the first day of any
March thereafter.
How Do I Enroll in the Match and Save Plan?
- -------------------------------------------
To become a member of the Plan, you must complete an application
form. When you enroll you:
- - show how much you wish to save
- - authorize bi-weekly payroll deductions
- - indicate how you want your contributions invested
- - name a beneficiary.
Membership in the Plan shall not confer any legal right upon you
for continuation of employment.
Am I Required to Re-Enroll Annually?
- ------------------------------------
No, once you are enrolled in the Plan, annual re-enrollment is
not required. The percentage of your earnings that you choose to
save will be deducted bi-weekly, until such time as you terminate
from the Plan. Once you are enrolled, you may choose to change
the percentage of your earnings you wish to contribute once a
year, during the annual Match and Save campaign in February. Any
change will be effective March 1st.
How Much Can I Contribute?
- --------------------------
It is your choice. You can make a bi-weekly contribution of not
less than 1 percent nor more than 15 percent of your bi-weekly
earnings. The percentage you contribute will determine the
percentage that the Company contributes on your behalf to the
Plan.
How Does the Plan Define "Earnings"?
- ------------------------------------
Your earnings include your base salary, bonuses, incentive pay,
overtime pay and pay in lieu of time off (TOP) paid as of each
pay period.
You may change the percentage of your earnings which you wish to
contribute once a year, during the annual Match and Save campaign
in February.
<PAGE>
<PAGE> 4
How Much Does the Company Contribute?
- -------------------------------------
Household matches your contributions $3 for $1 on the first 1
percent of your income. In addition, the Company matches your
contributions $1 for $1 on the next 2 percent to 4 percent of
your income.
<TABLE>
<CAPTION>
When You Household Your Total
Contribute Matches You Savings
- ---------- ----------- ----------
<S> <C> <C> <C>
1 percent 3 percent = 4 percent
2 percent 4 percent = 6 percent
3 percent 5 percent = 8 percent
4 percent 6 percent = 10 percent or more
or more
</TABLE>
What Are My Investment Options?
- -------------------------------
All Company contributions on your behalf are automatically used
to buy shares of Household International common stock. You
decide how your contributions to Match and Save will be put to
work.
You can invest your savings in one or more of the following
funds:
- - Household International Common Stock Fund
- - Sun Life Money Market Fund
- - Sun Life "McLean Budden" Balanced Segregated Fund
- - Sun Life "McLean Budden" Canadian Equity Segregated Fund
- - Sun Life "McLean Budden" Fixed Income Segregated Fund
- - Sun Life "McLean Budden" Global Equity Segregated Fund
Separate accounts will be maintained for you in each of the Funds
for the purpose of recording, separately, your own contributions
and those of the Company made on your behalf. Your contributions
will be allocated to the Fund of your choice when received under
the Plan.
The Household International Common Stock Fund enables you to
invest in a company you are familiar with, and an industry you
know. Your assets will be pooled with other Household employees
to buy Household International common stock. As a shareholder,
you will be able to instruct Household how to vote your shares.
You will decide whether or not to tender your shares in case of
an offer. Before each shareholder's meeting, you will receive
all the necessary voting materials. Keep in mind that all
dividends declared on the Company's stock will be reinvested in
Household International stock.
All Sun Life funds are pooled funds that enable you to pool your
assets with those of other retirement and pension plan
participants. This allows you to take advantage of the kind of
professional investment management generally reserved for
investors with large sums of money and diversify your investment
among the selection of securities available within the class of
the particular fund.
The value of holdings in any pooled fund can fluctuate depending
on market conditions and the degree of risk of the securities
which make up the fund. Therefore, most pooled funds are
designed for long-term growth of savings. It is important to
note that contributions allocated to a pooled fund are backed
only by the securities in that fund. Consequently, neither the
contributions nor their investment earnings are guaranteed. It
is also important to note that transfers out of or withdrawals
from a pooled fund which is invested in units of a fund managed<PAGE>
<PAGE> 5
outside Sun Life are subject to any liquidity restrictions
imposed by the outside manager. No such restrictions apply to
the Household International Common Stock Fund.
The contributions allocated to any pooled fund are converted to
units of such fund. The value of each unit held in your account
will fluctuate with the value of the investments held by the
fund. Therefore, there can be no guarantee that your original
investment will be recovered when units are redeemed. The value
of any capital appreciation (or depreciation), interest or
dividends is included in determining the value of the units held
in your account.
Refer to the fund fact sheets inserted in the back of your
Investment Options brochure (included with this enrollment
packet) for a complete description of each fund.
Can I Diversify Company Matching Contributions?
- -----------------------------------------------
Yes, but not until you have completed at least 10 years of plan
participation. You will be notified by a bulletin board message
on your member statement once you have reached 10 years of plan
participation. At that point, or at any time thereafter, you may
choose to re-invest up to 50 percent of your Match and Save
account balance attributable to Company matching funds in one or
more of the other investment funds available to you. To exercise
this option, please contact your Sun Life Administration team for
instructions on how to proceed.
Note that the Company will continue to match your contributions
in the Household International Common Stock Fund.
When Am I Vested?
- -----------------
Immediately upon enrollment. You will at all times have full
vested rights to the account balances maintained in respect of
your own contributions and those of the Company made on your
behalf.
What Happens if I Take a Leave of Absence?
- ------------------------------------------
During leaves where you draw a Household pay cheque, such as
short-term disability, your Match and Save payroll deductions and
Company matching contributions will continue. However, plan
participation will be suspended while you are on a leave where
you do not draw a Household pay cheque, such as maternity or
long-term disability leave. You will automatically be re-
enrolled in the Plan upon your return to work, and your bi-weekly
payroll deductions and Company contributions will resume with
your first pay.
What Happens if I Terminate Service or Retire?
- ----------------------------------------------
If you terminate service or retire, you will receive your account
balances in Funds other than the Household International Common
Stock Fund in cash and no income tax will be deducted from such
balances. However, any investment earnings earned in the year in
which such amounts are paid, including any capital gains realized
on redemption of units in the pooled funds, are taxable. You may
choose to receive your account balances in the Household
International Common Stock Fund in cash or in the form of share
certificates.
Any choice described above must be made within 30 days of your
termination of service or retirement. If you fail to make such a
choice within that period, settlement of the balances in respect
of all the accounts maintained on your behalf will be made in
cash.
<PAGE>
<PAGE> 6
What Happens if I Die?
- ----------------------
Your named beneficiary or, in the absence of such a beneficiary,
your estate will receive the full value of your account balances.
Settlement of your account balances in Funds other than the
Household International Common Stock Fund will be as a lump sum
cash payment. Settlement of your balances in the Household
International Common Stock Fund, if any, may be made in cash or
in the form of share certificates.
What are the Tax Implications of Plan Participation?
- ----------------------------------------------------
Investment earnings are considered a taxable benefit. Annually,
Sun Life will issue a T3. This will be used to report your
investment earnings to Revenue Canada when you complete your
annual income tax return.
The Company contributions made on your behalf are also considered
a taxable benefit. Company contributions and the tax
withholdings will be made bi-weekly.
<TABLE>
<CAPTION>
Example A:
<S> <C>
Province: Quebec
Salary: $25,000
Employee Contribution: 4%
$1,000 (annually)
$38.46 (bi-weekly)
Company Contribution: 6%
$1,500 (annually)
$57.69 (bi-weekly)
Total Annual Investment: $2,500
</TABLE>
Bi-weekly net pay prior to Plan participation would be $687.22 as
follows:
<TABLE>
<S> <C>
Earnings: $ 961.54
Federal: $ 96.30
Provincial: $ 125.60
QPP: $ 26.46
EI: $ 25.96
---------
NET: $ 687.22
<\TABLE)
Bi-weekly net pay during Plan participation would be $629.10 as
follows:
</TABLE>
<TABLE>
<S> <C> <C>
Earnings: $ 961.54
Company Contribution: $ 57.69
---------
Taxable Earning: $1,019.23
Federal: $ 105.20
Provincial: $ 134.51
QPP: $ 28.31
EI: $ 25.96
Employee Contribution: $ 38.46
---------
NET: $ 629.10
</TABLE>
In this example, the total employee contribution, including taxes
paid, is $58.12 bi-weekly or $1,511.12 annually. With matching
Company contributions, this $1,511.12 becomes a $2,500
investment.
<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
Example B:
<S> <C>
Province: Nova Scotia
Salary: $25,000
Employee Contribution: 1%
$250 (annually)
$9.62 (bi-weekly)
Company Contribution: 3%
$750 (annually)
$28.85 (bi-weekly)
Total Annual Investment: $1,000
</TABLE>
Bi-weekly net pay prior to Plan participation would be $728.17 as
follows:
<TABLE>
<S> <C>
Earnings: $ 961.54
Federal: $ 180.95
CPP: $ 26.46
EI: $ 25.96
_________
NET: $ 728.17
</TABLE>
Bi-weekly net pay during Plan participation would be $709.33 as
follows:
<TABLE>
<S> <C> <C>
Earnings: $ 961.54
Company Contribution: $ 28.85
-------
Taxable Earning: $990.39
Federal: $ 189.25
CPP: $ 27.38
EI: $ 25.96
Employee Contribution: $ 9.62
---------
NET: $ 709.33
</TABLE>
In this example, the total employee contribution, including taxes
paid, is $18.84 bi-weekly or $489.84 annually. With matching
Company contributions, this $489.84 becomes a $1,000 investment.
Note: Taxes vary by province and by personal circumstances. For
individual tax advice, please see your personal tax specialist.
Can I Make in-service Withdrawals?
- ----------------------------------
Yes. You can withdraw all or part of your accumulating
contributions at any time without penalty. You also may choose
to withdraw funds attributed to the Company matching
contributions. However, any withdrawal of Company contributions
will result in a 6-month suspension from further participation in
the Plan. During this suspension, no Company matching
contributions will be made on your behalf. Reinstatement will be
automatic, and your payroll deductions and Company matching
contributions will resume after six months have transpired.
Sun Life will assess a $10.00 charge for each withdrawal made.
This charge will be taken out of your remaining account balances.
<PAGE>
<PAGE> 8
Can I Terminate Participation in the Plan?
- ------------------------------------------
You may, at any time, stop participating in the Plan by
completing the appropriate form and requesting that payroll
deductions are no longer made. When this happens, Company
contributions will no longer be made, and you will not be
eligible to re-enroll in the Plan until the next annual
enrollment campaign.
How Will I Know How Much is in My Account?
- ------------------------------------------
You will be provided with a statement as at the last day of
February and August of each year, showing the contributions, both
yours and those of the Company made on your behalf, as well as
the investment income earned on those contributions.
In addition, "Sunline", Sun Life's touch-tone telephone system,
allows you not only to request interfund transfers between
accounts maintained in respect of your own contributions, but
also to access the most current information available concerning
your accounts. As account balances, interest rates, and unit
values change, information is updated. Using Sunline, the latest
information can be accessed from any touch-tone telephone in
Canada, 24 hours a day, 7 days a week.
Moreover, "SunNet", Sun Life's web site accessed at
www.sunnet.sunlife.com provides you with access to your account
24 hours a day, 7 days a week. By entering your account number
and personal identification number (PIN), you will access a
secure site that provides
- - your account balance,
- - interest rates and fund performance information,
- - accumulated contributions to your Match and Save Plan,
- - contribution allocation information,
- - investment commentary,
and allows you to perform an interfund transfer, change your PIN
and send secure E-Mail to Sun Life.
Are There any Administration and Investment Charges?
- ----------------------------------------------------
All charges in respect of the administration and management of
the Plan will be paid by the Company.
Any fees in respect of the administration and management of the
investment funds, and the $10.00 withdrawal charge, will be
charged to you and reflected in the value of your account
balances.
Can I Change My Mind?
- ---------------------
Yes you can.
To change your level of contribution, contact your payroll
department via Housemail to either increase, decrease or stop
your payroll contributions. This can be done once a year, during
the annual Match and Save campaign in February. Any change will
be effective March 1st.
To change your beneficiary, complete, date and sign the "Change
of Records" form and forward it to Sun Life. This change can be
made at any time.
<PAGE>
<PAGE> 9
To change your investment election, complete, date and sign the
"Financial Change Authorization" form and forward it to Sun Life.
These changes can be made at any time. You may also make these
changes through "Sunline" and "SunNet".
To withdraw funds, complete, date and sign the "Withdrawal
Request" form and forward it to Sun Life. You may make a
withdrawal at any time. However, if you withdraw the Company
contributions, you will be subject to the penalties specified
under "Can I Make in-service Withdrawals?".
To terminate participation in the Plan, advise your Human
Resources department that you wish to stop making contributions
and, if you wish to withdraw your balances, complete, date and
sign a "Withdrawal Request" form and forward it to Sun Life.
<PAGE>
<PAGE> 10
NOTES:
u:\law\corp\canada\exhibit.4
<PAGE> 1
Exhibits 5
and 23.1
February 27, 1998
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
RE: Household Financial Corporation Limited Match and Save 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
Household Financial Corporation Limited Match and Save 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,
John W. Blenke
JWB:kr
u:\law\corp\canada\exhibit.5
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
Household International, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 relating to the
registration of shares of Household International, Inc. common stock to
be issued under the Household Financial Corporation Limited Match and
Save Plan to be filed with the Securities and Exchange Commission on or
about February 27, 1998, of our report dated January 23, 1997, included in
Household International, Inc.'s Form 10-K for the year ended December 31,
1996, and to all references to our Firm included in this registration
statement.
Arthur Andersen LLP
Chicago, Illinois,
Febraury 27, 1998
u:\law\corp\canada\ex23-2.wp
