<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1996
REGISTRATION NO. 333-14459
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------
HOUSEHOLD FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
36-1239445
(I.R.S. Employer
Identification No.)
2700 Sanders Road
Prospect Heights, Illinois 60070
(847) 564-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John W. Blenke, Esq.
Vice President -- Corporate Law
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
(847) 564-6150
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a copy to:
(Agents' Counsel)
Scott N. Gierke, Esq.
McDermott, Will & Emery
227 West Monroe Street
Chicago, Illinois 60606
(312) 984-7521
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
1* Form of Distribution Agreement.
4(a)* Standard Multiple-Series Indenture Provisions for Senior Debt Securities
dated as of June 1, 1992.
4(b)* Indenture dated as of December 1, 1993 for Senior Debt Securities between
HFC and The Chase Manhattan Bank (National Association), as Trustee.
4(c)* Forms of Warrant Agreement.
5* Opinion and Consent of Mr. J. W. Blenke, Vice President -- Corporate Law
of Household International, Inc.
8* Opinion and Consent of Sidley & Austin, re: tax matters.
12 Statement on the Computation of Ratio Earnings to Fixed Charges.
(Incorporated herein by reference from Exhibit 12 to HFC's Annual Report
on Form 10-K (File No. I-75) for the fiscal year ended December 31, 1995
and from Exhibit 12 to HFC's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).
23(a) Consent of Arthur Andersen LLP, Certified Public Accountants.
23(b)* Consent of Mr. J. W. Blenke, Vice President -- Corporate Law of Household
International, Inc., is contained in his opinion (Exhibit 5).
23(c)* Consent of Sidley & Austin is contained in their opinion (Exhibit 8).
24* Power of Attorney.
25* Statement of eligibility of The Chase Manhattan Bank (National
Association).
</TABLE>
- ---------------
* Previously filed.
II-1
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS AMENDMENT TO ITS REGISTRATION STATEMENT ON FORM S-3 TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF PROSPECT HEIGHTS, AND STATE OF ILLINOIS, ON THE 15TH DAY OF NOVEMBER, 1996.
HOUSEHOLD FINANCE CORPORATION
By /s/ J. W. BLENKE
------------------------------------
J. W. Blenke
Vice President and Assistant
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT ON FORM S-3 HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON THE 15TH DAY OF NOVEMBER, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
* President and Chief Executive Officer,
- --------------------------------------------- Director
(R. F. Elliott)
* Vice President--Chief Financial Officer and
- --------------------------------------------- Chief Accounting Officer, Director
(D. A. Schoenholz)
* Director
- ---------------------------------------------
(W. F. Aldinger)
* Director
- ---------------------------------------------
(G. O. Fick)
*By: /s/ J. W. BLENKE
- ---------------------------------------------
(J. W. Blenke)
Attorney-in-fact
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DOCUMENT DESCRIPTION NUMBER
- ------ ------------------------------------------------------------------------------------
<S> <C> <C>
1* Form of Distribution Agreement.
4(a)* Standard Multiple-Series Indenture Provisions for Senior Debt Securities
dated as of June 1, 1992.
4(b)* Indenture dated as of December 1, 1993 for Senior Debt Securities between
HFC and The Chase Manhattan Bank (National Association), as Trustee.
4(c)* Forms of Warrant Agreement.
5* Opinion and Consent of Mr. J. W. Blenke, Vice President -- Corporate Law
of Household International, Inc.
8* Opinion and Consent of Sidley & Austin, re: tax matters.
12 Statement on the Computation of Ratio Earnings to Fixed Charges.
(Incorporated herein by reference from Exhibit 12 to HFC's Annual Report
on Form 10-K (File No. I-75) for the fiscal year ended December 31, 1995
and from Exhibit 12 to HFC's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996).
23(a) Consent of Arthur Andersen LLP, Certified Public Accountants.
23(b)* Consent of Mr. J. W. Blenke, Vice President -- Corporate Law of Household
International, Inc., is contained in his opinion (Exhibit 5).
23(c)* Consent of Sidley & Austin is contained in their opinion (Exhibit 8).
24* Power of Attorney.
25* Statement of eligibility of The Chase Manhattan Bank (National
Association).
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
[HOUSEHOLD LETTERHEAD]
November 1, 1996
EXHIBIT 5
Household Finance Corporation
2700 Sanders Road
Prospect Heights, IL 60070
Re: Household Finance Corporation
Registration Statement on Form S-3
for $3.0 Billion of Medium Term Notes
and Warrants to Medium Term Notes
Gentlemen:
As Vice President-Corporate Law of Household International, Inc., the parent
company of Household Finance Corporation ("HFC"), I am generally familiar with
the proceedings in connection with HFC's Registration Statement on Form S-3
No. 333-14459 (the "Registration Statement") in which $3,000,000,000 aggregate
principal amount of Medium Term Notes and Warrants to Purchase Medium Term
Notes of HFC are being registered. Each issuance of Medium Term Notes will
constitute senior debt of HFC and will be issuable under an Indenture
dated as of December 1, 1993 between HFC and The Chase Manhattan Bank (National
Association), as Trustee (the "Indenture"). The Warrants, if and when issued,
will be issuable under a warrant agreement between HFC and a national or state
banking institution (the "Warrant Agreement"). The foregoing Indenture and
the form of the Warrant Agreement have been filed with the Securities and
Exchange Commission (the "Commission") as exhibits to the Registration
Statement.
Based upon my review of the records and documents of HFC, I am of the opinion
that:
1. HFC is a corporation duly incorporated and validly existing under the laws
of the State of Delaware.
<PAGE> 2
Household Finance Corporation
November 1, 1996
Page 2
2. The Indenture has been duly authorized, executed and delivered by HFC, and
constitutes the valid and legally binding instrument of HFC enforceable in
accordance with its terms, except as enforcement of the provisions thereof
may be limited by bankruptcy, insolvency, reorganization or other laws
relating to or affecting the enforcement of creditors' rights or by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
3. The Warrant Agreement will, after being duly authorized, executed and
delivered by HFC, constitute a valid and legally binding instrument of HFC
enforceable in accordance with its terms, except as enforcement of the
provisions thereof may be limited by bankruptcy, insolvency, reorganization
or other laws relating to or affecting the enforcement of creditors' rights
or by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
4. When the issuance of the Medium Term Notes and the Warrants to Purchase
Medium Term Notes, as the case may be, have been duly authorized by
appropriate corporate action, and such Medium Term Notes and Warrants to
Purchase Medium Term Notes have been duly executed, authenticated, issued
and delivered against payment of the agreed consideration therefor in
accordance with the Indenture or the Warrant Agreement, and as described in
the Registration Statement, including the Prospectus and Prospectus
Supplement relating to such Medium Term Notes and Warrants to Purchase
Medium Term Notes, such Medium Term Notes and Warrants to purchase Medium
Term Notes will be legally and validly issued and will be the legal and
binding obligations of HFC enforceable in accordance with their terms,
except as enforcement of the provisions thereof may be limited by
bankruptcy, insolvency, reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law)
I hereby consent to the use of my name and my opinion in the Prospectus and any
Prospectus Supplement filed pursuant to Rule 430A or 424 of Regulation C of the
Securities Act of 1933, as amended (the "Act"), in connection with the
Registration Statement relating thereto filed with the Commission,
<PAGE> 3
Household Finance Corporation
November 1, 1996
Page 3
including any references to my opinions set forth in the documents incorporated
by reference therein, and to the filing of this consent as an exhibit to the
Registration Statement. In giving such 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 Commission thereunder.
John W. Blenke
John W. Blenke
JWB:cjl
<PAGE> 1
EXHIBIT 25
Securities Act of 1933 File Number __________
_______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) / /
__________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
13-4994650
(I.R.S. Employer Identification Number)
270 PARK AVENUE, NEW YORK, NEW YORK
(Address of principal executive offices)
10017
(Zip Code)
_______________
HOUSEHOLD FINANCE CORPORATION
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 36-1239445
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
2700 SANDERS ROAD
PROSPECT HEIGHTS, ILLINOIS 60070
(847) 564-5000
(Address, including zip code, and telephone number,
including area code of obligor's principal executive offices)
_________________________________
DEBT SECURITIES
(Title of the securities)
________________________________________________________________________
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement
of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank.)
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank.)
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
(On July 14, 1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank.)
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 21st day
of October, 1996.
THE CHASE MANHATTAN BANK
By /s/ Charles J. Heinzelmann
--------------------------
Charles J. Heinzelmann
Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1996, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ......................................................................... $ 4,167
Interest-bearing balances ................................................................. 5,094
Securities:
Held to maturity securities .................................................................. 3,367
Available for sale securities ................................................................ 27,786
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ........................................................................ 7,204
Securities purchased under agreements to resell ........................................... 136
Loans and lease financing receivables:
Loans and leases, net of unearned income........................................ $67,215
Less: Allowance for loan and lease losses....................................... 1,768
Less: Allocated transfer risk reserve........................................... 75
-------
Loans and leases, net of unearned income,
allowance, and reserve .................................................................... 65,372
Trading Assets ............................................................................... 28,610
Premises and fixed assets (including capitalized
leases) ................................................................................... 1,326
Other real estate owned ...................................................................... 26
Investments in unconsolidated subsidiaries and
associated companies ...................................................................... 68
Customer's liability to this bank on acceptances
outstanding ............................................................................... 995
Intangible assets ............................................................................ 309
Other assets ................................................................................. 6,993
--------
TOTAL ASSETS ................................................................................. $151,453
========
</TABLE>
1
<PAGE> 5
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices ....................................................... $ 46,917
Noninterest-bearing ................................ 16,711
Interest-bearing ................................ 30,206
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................................. 31,577
Noninterest-bearing ................................. 2,197
Interest-bearing ................................. 29,380
-------
Federal funds purchased and securities sold under agree-
ments to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBF's
Federal funds purchased ................................................... 12,155
Securities sold under agreements to repurchase ............................ 8,536
Demand notes issued to the U.S. Treasury ..................................... 1,000
Trading liabilities .......................................................... 20,914
Other Borrowed money:
With a remaining maturity of one year or less ............................. 10,018
With a remaining maturity of more than one year ........................... 192
Mortgage indebtedness and obligations under capitalized
leases .................................................................... 12
Bank's liability on acceptances executed and outstanding ..................... 1,001
Subordinated notes and debentures ............................................ 3,411
Other liabilities ............................................................ 8,091
TOTAL LIABILITIES ............................................................ 143,824
-------
</TABLE>
EQUITY CAPITAL
<TABLE>
<S> <C>
Common stock ........................................................ 620
Surplus ............................................................. 4,664
Undivided profits and capital reserves .............................. 2,970
Net unrealized holding gains (Losses)
on available-for-sale securities .................................... (633)
Cumulative foreign currency translation adjustments ................. 8
TOTAL EQUITY CAPITAL ................................................ 7,629
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL .......................................... $151,453
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
2
