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As filed with the Securities and Exchange Commission on July 1, 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)
BENEFICIAL NON-QUALIFIED 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)
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CALCULATION OF REGISTRATION FEE
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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
Common Stock,
Par Value 11,207,158
$1 per Share shares Not Applicable $558,957,005.30 $164,893
(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
($49.875) reported for the Common Stock on the New York
Stock Exchange Composite Tape on June 24, 1998.
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This Registration Statement shall hereafter become effective in accordance
with the provision of Section 8(a) of the
Securities Act of 1933
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (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.
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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, 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 Beneficial Corporation 1990 Non-qualified Stock Option
Plan (incorporated by reference to Exhibit 4.4 of
Beneficial Corporation's Form S-8 filed on April 23,
1996, File No. 333-02737).
4.2 Amendment to Beneficial Corporation 1990 Non-qualified
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. 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.
B. 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;
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(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 represent no more than a 20%
change in the maximum aggregate offering 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.
C. 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.
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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 1st day of July, 1998.
HOUSEHOLD INTERNATIONAL, INC.
By William F. Aldinger
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(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 1st day of July, 1998.
Signature Title
William F. Aldinger Chairman, Chief Executive Officer
- ------------------------------ and Director (as Principal
(William F. Aldinger) Executive Officer)
Robert C. Clark Director
- ------------------------------
(Robert C. Clark)
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)
James H. Gilliam, Jr. Director
- ------------------------------
(James H. Gilliam, Jr.)
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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)
David J. Farris Director
- ------------------------------
(David J. Farris)
u:\law\corp\bene\options8.as1
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Exhibit 4.2
AMENDMENT TO THE BENEFICIAL CORPORATION
1990 NON-QUALIFIED STOCK OPTION PLAN
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RESOLVED, that Section 11(b) of the Beneficial Corporation
Non-Qualified Stock Option Plan (the "Plan"), relating to Limited
Stock Appreciation Rights, shall be amended effective May 21, 1998
to read as follows (new language in capital letters).
(b) Limited Stock Appreciation Rights. Upon the
occurrence of a Qualifying Event, there shall automatically be
issued in connection with all options granted pursuant to the Plan,
then unexercised and unexpired, to persons at such time subject to
restrictions on purchase and sale of the Common Stock of the
Corporation under Section 16(b) of the Exchange Act, Limited Stock
Appreciation Rights ("LSAR"), as hereinafter defined. The number
of shares subject to each LSAR shall be the same as that for the
underlying option to which such LSAR relates. For purposes of the
Plan an LSAR shall represent the privilege to receive from the
Corporation (without payment to the Corporation except for
applicable withholding taxes) upon exercise of such LSAR a
DISTRIBUTION solely in SHARES OF THE COMMON STOCK OF THE
CORPORATION (OR ANY SUCCESSOR CORPORATION) HAVING AN AGGREGATE FAIR
MARKET VALUE ON THE DATE OF DISTRIBUTION, AS DETERMINED PURSUANT TO
SECTION 5 HEREOF equal to the "Option Spread". The "Option Spread"
shall be (i) the difference between the highest fair market value
per share (as defined in Section 5) during the 90-day period
beginning on the day of the Qualifying Event and the per share
option price of the related option, times (ii) the number of shares
subject to the LSAR. An LSAR shall be exercisable in whole or in
part at any time during the 30 day period following the expiration
of six months after the date of the Qualifying Event, upon notice
to the Corporation in the manner prescribed by the Committee.
Notwithstanding Section 10(a) hereof, options or LSAR's granted
hereunder shall remain exercisable during such six month and 30 day
periods, if within the Exercise Period. Upon the exercise of an
LSAR, the related option granted pursuant to the Plan shall cease
to be exercisable to the extent of the shares of Common Stock with
respect to which such LSAR is exercised. Upon the exercise or
termination of a related option, the LSAR with respect to such
related option shall terminate to the extent of the shares of
Common stock with respect to which the related option was exercised
or terminated.
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July 1, 1998 Exhibits 5 and 23.1
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
RE: Beneficial Non-Qualified 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 Beneficial Corporation 1990 Non-
Qualified Stock Option Plan (renamed the Beneficial Non-Qualified
Stock Option Plan, referred to herein as the "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
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 Beneficial
Non-Qualified Stock Option Plan to be filed with the Securities and
Exchange Commission on or about July 1, 1998, of our report dated
January 21, 1998, included in Household International, Inc.'s Form
10-K for the year ended December 31, 1997, and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
Chicago, Illinois,
July 1, 1998
