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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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
2700 Sanders Road, Prospect Heights, Illinois 60070
(Address of Principal Executive Offices) (Zip Code)
HOUSEHOLD INTERNATIONAL 1996 LONG-TERM EXECUTIVE
INCENTIVE COMPENSATION PLAN
(Full title of the plan)
Chris C. Snyder
Assistant Counsel - Corporate Finance
Household International, Inc.
2700 Sanders Road, Prospect Heights, Illinois 60070
(Name and address of agent for service)
847-564-6787
(Telephone number, including area code, of agent for service)
With a copy to:
John W. Blenke
Vice President-Corporate Law and Assistant Secretary
2700 Sanders Road, Prospect Heights, Illinois 60070
847-564-6150
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Proposed Proposed
Securities Amount Maximum maximum Amount of
To be to be Offering price aggregate registration
Registered registered per interest offering
(1) share (2) price (2) fee
Household 12,000,000 $50.1563 $601,875,600 $158,895.16
Internatio Shares
nal, Inc.
Common Stock,
$1 par value.....
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(1) 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.
(2) (2) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) and (h) on the
basis of the average of the high and low prices of the Common
Stock as reported on the New York Stock Exchange on November 10,
2000.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus included in this Registration Statement also covers
securities registered pursuant to Registration Statement No. 33-
45454.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The information set forth under "Incorporation of Certain
Documents By Reference" in the Prospectus included as a part of
this Registration Statement is hereby incorporated herein by
reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The information set forth under "Legal Opinions" and "Experts" in
the Prospectus included as a part of this Registration Statement
is hereby incorporated herein by reference.
Item 6. 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 fiduciary duty as a director,
except in the case where the director breached his 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 in improper personal benefit.
Household International, Inc.'s (the "Corporation") Restated
Certificate of Incorporation, as amended, contains a provision
which eliminates 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 or 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 Delaware corporation 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, vote of stockholders or
otherwise.
The Corporation'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 the
Corporation and also to persons who are serving at the request of
the Corporation 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.
The Corporation 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 and
directors, subject to limitations and conditions as set forth in
the policies.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
4.1 Form of certificate for shares of Common stock of
the Corporation. (Incorporated herein by reference to
Exhibit 4(a) of Household International, Inc.'s
registration statement on Form S-3, No. 33-_____).
4.2 Household International 1996 Long-Term Executive
Incentive Compensation Plan.
5 Opinion of John W. Blenke, Esq., Vice President-
Corporate Law and Assistant Secretary of Household
International, Inc.
23.1 Consent of Arthur Andersen LLP, Certified Public
Accountants.
23.2 Consent of John W. Blenke, Esq., Vice President-
Corporate Law and Assistant Secretary of Household
International, Inc. is contained in his opinion
(Exhibit 5).
Item 9. Undertakings.
The Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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
the registration statement; and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the 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) of
the Securities Act of 1933, as amended (the "Act") 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.
(2) That, for purposes of determining any liability under
the Act, each such post-effective amendment 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.
(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 Act, each filing of the Corporation's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, 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 shall be deemed to be the initial bona fide
offering thereof.
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Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the provisions set forth or
described in Item 6 of this Registration Statement, or otherwise,
the Corporation 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 the
Corporation of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action,
suit or proceeding) is asserted against the Corporation by such
director, officer or controlling person, in connection with the
securities registered hereby, the Corporation 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 has 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 14th day of May, 1996.
HOUSEHOLD INTERNATIONAL, INC.
By /s/ 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), as 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 14th day of November, 2000.
Signature Title
/s/ William F. Aldinger Chairman, Chief Executive
(William F. Aldinger) Officer, and Director (as
Principal Executive Officer)
/s/ Robert J. Darnall Director
(Robert J. Darnall)
/s/ Gary G. Dillon Director
(Gary G. Dillon)
/s/ John A. Edwardson Director
(John A. Edwardson)
/s/ Mary Johnston Evans Director
(Mary Johnston Evans)
/s/ J. Dudley Fishburn Director
(J. Dudley Fishburn)
/s/ Cyrus F. Freidheim, Jr. Director
(Cyrus F. Freidheim, Jr.)
/s/ James H. Gilliam, Jr. Director
(James H. Gilliam, Jr.)
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_________________ Director
(Louis E. Levy)
/s/ George A. Lorch Director
(George A. Lorch)
___________________ Director
(John D. Nichols)
/s/ James B. Pitblado Director
(James B. Pitblado)
/s/ S. Jay Stewart Director
(S. Jay Stewart)
/s/ Louis W. Sullivan, M.D. Director
(Louis W. Sullivan, M.D.)
/s/ David A. Schoenholz Group Executive -Chief
(David A. Schoenholz) Financial Officer (as
Principal Accounting and
Financial Officer)
