As filed with the Securities and Exchange Commission on April 23, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BENEFICIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0003820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
(Address of principal executive offices)
BENEFICIAL CORPORATION EMPLOYEES' STOCK
PURCHASE PLAN, AS AMENDED
BENEFICIAL CORPORATION 1990 NON-QUALIFIED
STOCK OPTION PLAN
(Full title of the plans)
Scott A. Siebels, Esq.
Vice President, Corporate Secretary and Associate Counsel
Beneficial Corporation
One Christina Centre, 301 North Walnut Street
Wilmington, Delaware 19801
(302) 425-2500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered Registered Share Price Fee
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Common Stock, $1.00 par 1,500,000 $55.125 $ 82,687,500 $ 28,512.93
value (Employees" Stock Shares
Purchase Plan, As Amended)
Common Stock, $1.00 par 6,500,000 $55.125 $358,312,500 $123,556.03
value (1990 Non-Qualified Shares
Stock Option Plan)
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 Beneficial Corporation Employees' Stock
Purchase Plan, As Amended.
*Estimated solely for the purpose of calculating the registration fee
pursuant to Securities Act Rule 457(h) on the basis of the average of the
high and low sale prices of the Registrant's Common Stock as reported on
the New York Stock Exchange on April 19, 1996, which date is within 5
business days prior to the date of the filing of this Registration
Statement, as reported by The Wall Street Journal (Eastern Edition).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Beneficial Corporation (the
"Corporation" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") are hereby incorporated herein by reference:
(i) The Corporation's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(ii) The Corporation's Current Reports on Form 8-K dated
January 29, 1996, March 11, 1996, March 12, 1996; and
April 22, 1996; and
(iii) The description of the Corporation's Common Stock contained
in the Corporation's Registration Statement on Form S-3 (File
No. 33-39486) pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating
such description.
All documents filed by the Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all of the Corporation's Common Stock offered hereby has
been sold or which withdraws from registration such Common Stock then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this Registration Statement
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
II-1
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Scott A. Siebels, Esq., Vice President, Corporate Secretary and
Associate Counsel of the Corporation, has delivered his legal opinion that
the shares of the Corporation's Common Stock offered pursuant to the
Beneficial Corporation 1990 Non-Qualified Stock Option Plan (the "Option
Plan") have been duly authorized by the Corporation and that, when issued
in accordance with the terms of the Option Plan, the shares will be
legally issued, fully paid and nonassessable. Mr. Siebels is an officer
of the Corporation and is eligible to participate in the Option Plan and
the Beneficial Corporation Employees' Stock Purchase Plan ("ESPP"). As of
April 23, 1996, he held unexercised stock options with respect to 8,000
shares, 1,125 of which are currently exercisable, of the Corporation's
Common Stock under the Option Plan, 332.4758 shares of the Corporation's
Common Stock under the ESPP, and 191.1102 unvested share units under the
ESPP. In addition, as of that date Mr. Siebels held 1,206.69 unvested
shares of the Corporation's Common Stock under the Corporation's Key Employee
Stock Bonus Plan.
Item 6. Indemnification of Directors and Officers.
Article IX of the By-Laws of the Corporation provides for
indemnification of directors, officers and employees of the Corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to threatened, pending or completed actions, suits or
proceedings to which such persons may be a party, to the full extent
permitted under the laws of the State of Delaware. Under such laws,
indemnification of such a person may be made if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
With respect to suits by or in the right of the corporation, such person
may not be indemnified if he has been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation.
II-2
In addition, Article X to the Corporation's Restated Certificate of
Incorporation limits the right of stockholders of the Corporation, and the
right of the Corporation itself, to sue and recover from the directors
monetary damages for acts of negligence, including gross negligence, for
breach of the duty of care. The directors will not be liable for gross
negligence in connection with, among other things, decisions made on a
proposal for acquisition of the Corporation or its assets. Article X does
not eliminate or limit a director's liability for: (i) breaches
of the duty of loyalty to the Company or to its stockholders; (ii) acts or
omissions not in good faith or involving intentional misconduct or a
knowing violation of law; (iii) willfully or negligently paying or making
unlawful dividends or unlawful stock repurchases or redemptions; or
(iv) engaging in transactions in which he receives any improper personal
benefit. Article X does not eliminate liability for a director acting in
his capacity as an officer, preclude recovery against the directors
in actions brought by third parties or affect a director's liability under
the Federal securities laws. In addition, the Corporation and its
stockholders retain the right to pursue equitable remedies against the
directors, such as an injunction or rescission of a contract.
The Corporation has in effect a policy insuring itself, its subsidiaries
and their respective directors and officers, to the extent they may be
required or permitted to indemnify such officers or directors, against
certain liabilities arising from acts or omissions in the discharge of
their duties that they shall become legally obligated to pay. The policy
is for a period ending July 1, 1996, and provides a maximum coverage of
$30,000,000 for a period of one year and (subject to certain enumerated
exclusions) covers 100% of all losses above the deductible amount of
$1,000,000.
The Corporation also has in effect indemnification agreements with
each of its directors, which provide that such directors will be indemnified
against expenses, judgments, penalties, fines and amounts paid in
settlement of threatened, pending or completed actions, suits or
proceedings to which any such person is, or is threatened to be made, a
party, to the fullest extent permitted by applicable law as in effect from
time to time. Such agreements also require the Corporation to
advance all reasonable expenses incurred by a director in any such proceeding
provided that he undertakes to repay the amount advanced if it is ultimately
determined that he is not entitled to indemnification for such expenses. The
agreements provide that upon the occurrence of a "change in control" (as
defined therein) of the Corporation, the Corporation has the burden of
proof to establish that a director who has requested indemnification is
not entitled to it.
II-3
As permitted by the Employee Retirement Income Security Act of
1974, the Corporation has obtained a Corporate Fiduciary's Liability
Insurance Policy covering all employees entrusted with fiduciary
responsibilities under certain of the Company's employee welfare or
benefit plans. The maximum coverage provided by this policy is an
aggregate of $5,000,000 per year.
The foregoing descriptions are general summaries only. Reference is
made to the full text of the Corporation's Certificate of Incorporation and
Bylaws incorporated herein by reference.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits listed on the Index of Exhibits of this Registration
Statement are filed herewith or are incorporated herein by reference to other
filings.
Item 9. Undertakings.
The undersigned Registrant 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, as amended (the
"Securities Act").
(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
II-4
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) 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 the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (i) and (ii) 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 Exchange Act that are incorporated by
reference in the Registration Statement;
2. That, for the purpose of determining any liability under the
Securities 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
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the Registration Statement
II-5
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; and
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant 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 Securities Act and
will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meet
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 Wilmington, State of Delaware
on April 22, 1996.
BENEFICIAL CORPORATION
By:
James H. Gilliam, Jr.
Executive Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 22, 1996.
Signatures Titles Date
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/s/ Finn M. W. Caspersen Chairman of the Board April 22, 1996
Finn M.W. Caspersen of Directors, Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ Andrew C. Halvorsen Member of the Office of the April 22, 1996
Andrew C. Halvorsen President, First Vice President,
Chief Financial Officer and
Director (Principal Financial
Officer)
/s/Ronald E. Bombolis Senior Vice President and April 22, 1996
Ronald E. Bombolis Controller (Principal
Accounting Officer)
II-7
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* Director April 22, 1996
Charles W. Bower
* Director April 22, 1996
Robert J. Callander
* Director April 22, 1996
Robert C. Cannada
* Director April 22, 1996
Leonard S. Coleman, Jr.
* Director April 22, 1996
David J. Farris
/s/ James H. Gilliam, Jr. Director April 22, 1996
James H. Gilliam, Jr.
* Director April 22, 1996
Roland A. Hernandez
* Director April 22, 1996
J. Robert Hillier
* Director April 22, 1996
Gerald L. Holm
* Director April 22, 1996
Thomas H. Kean
* Director April 22, 1996
Steven Muller
II-8
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* Director April 22, 1996
Susan Julia Ross
* Director April 22, 1996
Robert A. Tucker
* Director April 22, 1996
Susan M. Wachter
* Director April 22, 1996
Charles H. Watts, II
* Director April 22, 1996
K. Martin Worthy
* By: /s/ James H. Gilliam, Jr.
James H. Gilliam, Jr.
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Beneficial Corporation Employees' Stock Purchase Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Peapack, State of New
Jersey on April 22, 1996.
By: /s/ Gordon H. Griffiths
Gordon H. Griffiths
Administrator
II-9
INDEX OF EXHIBITS
Exhibit 4.1 Registrant's Restated Certificate of Incorporation,
incorporated herein by reference to Exhibit 3.1 of
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
Exhibit 4.2 Registrant's Restated Bylaws, incorporated herein by
reference to Exhibit 3.2 of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990.
Exhibit 4.3 Beneficial Corporation Employees' Stock Purchase Plan,
As Amended, filed herewith.
Exhibit 4.4 Beneficial Corporation 1990 Non-Qualified Stock Option
Plan, As Amended, incorporated herein by reference to
Exhibit 10(p) of the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994.
Exhibit 5 Opinion of Scott A. Siebels with respect to the validity of
the Common Stock being registered hereby in connection
with the 1990 Non-Qualified Stock Option Plan, filed
herewith.
Exhibit 23.1 Consent of Deloitte & Touche LLP, independent
accountants to the Corporation, filed herewith.
Exhibit 23.2 Consent of Scott A. Siebels, contained in his opinion filed
as Exhibit 5 hereto.
Exhibit 24 Powers of Attorney of certain officers and directors of the
Corporation, filed herewith.
II-10
EXHIBIT 4.3
BENEFICIAL CORPORATION
EMPLOYEES' STOCK PURCHASE PLAN, AS AMENDED
Introduction
The purposes of the Beneficial Corporation Employees' Stock
Purchase Plan, as amended (the "Plan"), are to encourage eligible employees
of the Company and certain of its subsidiaries, and non-employee directors of
the Company, to acquire a greater personal interest in the success of the
enterprise, and to encourage such employees to accumulate their savings
and to continue and advance in their employment.
SECTION I
Definitions
1.1 "Account" means the account of a Participant described in
Section 4.
1.2 "Administrator" means the Board of Directors or such person
or persons as the Board of Directors shall appoint to administer the Plan, as
provided in Section 7.
1.3 "Annual Compensation" of any
(1) Employee Participant for any calendar year means (a) the
basic salary to be paid to such Employee Participant by a Participating
Company in such calendar year, based on his basic salary rate in effect on
January 1 of the year (or, if his employment with a Participating Company
commenced during the year, based on his basic salary rate in effect on the
date his employment commenced), provided, however, that such basic salary
shall not be reduced by amounts deferred, if any, pursuant to the
Beneficial Corporation Deferred Compensation Plan, plus (b) the "year-end
adjustment" effected in his salary or wages at or as of the end of the
previous calendar year, if any, provided, however, that, for purposes of
this Clause (1), Annual Compensation shall exclude overtime
payments and any other additional compensation and employee benefits; and
(2) Director Participant for any calendar year means the total
amount of fees or similar compensation to be paid to such Director
Participant by the Company in such calendar year for services as a
director of the Company and/or a member of one or more committees of the
Board of Directors, based on the rate of such compensation in effect on
January 1 of such calendar year (or if his service as a director of the
Company commenced during the year, based on the rate of such compensation
on the date such service commenced); such term, however, excludes per diem
payments received in connection with the performance of services as a
director and payments to be received as advances for or reimbursement of
specific expenses incident to such services.
1.4 "Applicable Share Unit Credit" shall mean (i) in respect of
stock dividends or stock splits resulting in a credit of Stock to a
Participant's Stock Account pursuant to Section 4.2(a)(1)(ii) hereof, such
number of Share Units as will increase the total number of Share Units in
his Company Account in the same proportion as the increase in the total
number of shares of Stock in his Stock Account effected by the stock split
or stock dividend, and (ii) in respect of shares of Stock purchased by the
Broker with Participant Contributions and Company Deferral Contributions
(as defined at Section 1.7A) and credited to his Stock Account pursuant to
Section 4.2(a)(1)(i) hereof, the credit to such Participant's
Company Account of the applicable number of Share Units set forth below:
(1) as to credits of Stock to the Stock Account of a Participant
which are attributable to the first $2,000, or any portion thereof, of his
Participant Contributions, or Company Deferral Contributions to such
Account, made during a calendar year, 100% of the number of shares of
Stock so credited; and
(2) as to credits of Stock to the Stock Account of a Participant
which are attributable to his Participant Contributions, or Company Deferral
Contributions to such Account, made during such calendar year to the extent
they exceed $2,000, 50% of the number of shares of Stock so credited.
1.5 "Board of Directors" means the Board of Directors of the
Company.
1.6 "Broker" means the person appointed by the Administrator
pursuant to Section 7 to perform the duties of Broker set forth herein.
1.6A "Change in Control" shall mean a change in control of the
Company that shall be deemed to have occurred if and when
(i) the Company shall cease to be a publicly owned
corporation having at least 1,000 stockholders, or-
(ii) direct or indirect beneficial ownership of more than 30%
of the Company's outstanding securities entitled to vote in elections of
directors shall be acquired by any person (as such term is used in
Sections 13 (d) and 14 (d) of the Securities and Exchange Act of 1934), or
(iii) a Business Combination (as defined in the Company's
Restated Certificate of Incorporation, but excluding transactions to which
only the Company and one or more Subsidiaries are parties) shall have
occurred; provided, however, that the events specified in clauses (i) and
(ii) shall not be deemed to be a Change in Control if the transaction or
transactions causing such change shall have been approved by the
affirmative vote of at least a majority of the Board of Directors of the
Company in office immediately prior to the Change in Control,
and the event specified in clause (iii) shall not be deemed a Change in
Control if such Business Combination shall not have been approved by
two-thirds of the Continuing Directors (as defined in the Company's
Restated Certificate of Incorporation).
1.7 "Company" means Beneficial Corporation.
1.7A "Company Deferral Contribution" means an amount contributed
by the Company in cash with respect to an Employee Participant, as authorized
pursuant to Section 4(ii)(a) of the Beneficial Corporation Deferred
Compensation Plan, adopted effective as of January 1, 1994,
as subsequently amended ("Deferred Plan").
1.7B "Contributions" shall mean collectively Participant
Contributions (as defined at Section 1.14) and Company Deferral
Contributions.
1.8 "Director Participant" means any person who is an Eligible
Director and who has elected to participate in the Plan under Section 2.
1.9 "Eligible Director" means any person now or hereafter serving
as a duly elected member of the Board of Directors, other than a person who
at the time is an Eligible Employee.
1.10 "Eligible Employee" means any person now or hereafter in the
employ and on the payroll of a Participating Company, but excludes:
(a) Any person employed in a position lower than the position
of Manager who has been employed by a Participating Company for an aggregate
of less than one year;
(b) Any person whose customary employment with such
Participating Company is less than twenty hours in one week.
(c) On and after the earlier of January 1, 1986 and the
Western Auto Closing Date, any employee of the Western Auto Companies.
1.11 "Employee Participant" means any person who is an eligible
Employee and who has elected to participate in the Plan under Section 2.2,
or who is deemed to have elected to participate pursuant to Section 2.3.
1.12 "Manager" means (a) the employee in charge of (i) a loan office
of a Participating Company in the Company's Finance Division or (b) a person
performing substantially the same functions, or functions of substantially
equivalent responsibility, as a person described in cause (a) and whom the
Administrator has designated a "Manager" for purposes of the Plan.
1.13 "Participant" means a Director Participant or an Employee
Participant, as the context shall indicate.
1.14 "Participant Contribution" means (1) in the case of an
Employee Participant, a payroll deduction or a cash contribution by such
Participant, and (2) in the case of a Director Participant, a cash
contribution by such Participant, in all cases as provided in Sections 2
and 3.
1.15 "Participating Company" means (a) the Company, (b) on and
after the Western Auto Closing Date, each of the Western Auto Companies, and
(c) any corporation with respect to which both of the following conditions
apply: (i) the Company is the owner, directly or indirectly, of more than
50% of the shares of such corporation having the right to vote at its
annual stockholders' or comparable meeting, and (ii) the Board of
Directors has, by resolution, designated it as "Participating Company"
under the Plan.
1.16 "Stock" means the Common Stock of the Company.
1.17 "Western Auto Closing Date" means the date on which the
closing of the sale by the Company of all of the issued and outstanding
stock of Western Auto Companies to one or more of Wesray Automotive, Inc.
and its affiliates shall occur pursuant to an agreement among the Company,
Western Auto Supply Company, Inc., and one or more of such other entities.
1.18 "Western Auto Companies" means Western Auto Supply
Company and its subsidiaries.
SECTION 2
Participation of Eligible Employees and Eligible Directors
2.1 Conditions of Eligibility. Any person who on or after the
effective date of the Plan is an Eligible Employee and any person who on or
after May 1, 1979 is an Eligible Director, shall be eligible to become a
Participant in the Plan. A person who ceases to be an Eligible Employee
shall cease to be eligible to make further Participant Contributions, or
to have further Company Deferral Contributions made to his Account, and a
person who ceases to be an Eligible Director shall cease to be eligible to
make further Participant Contributions, but, subject to the provisions of
Section 5, they shall otherwise be entitled to continue to be a Participant.
2.2 Election to Participate. Participation of any Eligible Employee
or Eligible Director in the Plan shall be entirely voluntary, subject to
Section 2.3 hereof. Subject to Section 3, an Eligible Employee and an
Eligible Director may elect to participate in the Plan by delivering to
the Administrator a notice of election to participate, together with (a) a
cash contribution, or (b) in the case only of an Eligible employee, a
payroll deduction authorization on a form prescribed by the Administrator
or both a cash contribution and such authorization. Payroll deductions
for Eligible Employees will commence as soon as practicable after the
Administrator has received such notice and authorization.
2.3 Mandatory Participation. An Eligible Employee shall be
deemed to have elected to participate in the Plan upon the receipt by the
Administrator of a Company Deferral Contribution to such Eligible Employee's
Account pursuant to Section 3.5 hereof.
SECTION 3
Contributions
3.1 Amount of Contributions. An Employee Participant may elect
to contribute through periodic payroll deductions or cash contributions an
aggregate amount which, together with all Company Deferral Contributions made
to his Account shall not in any calendar year exceed 30% of his Annual
Compensation. A Director Participant may elect to contribute through cash
contributions, an aggregate amount which shall not in any calendar year
exceed 30% of his Annual Compensation.
3.2 Periodic Payroll Deductions. An Employee Participant's
payroll deductions for any period shall be made in a whole dollar amount
which shall not be less than 1% nor greater than 30% of the pro rata
portion of his Annual Compensation allocable to such period.
3.3 Deduction Adjustments. Subject to Sections 3.1 and 3.2, an
Employee Participant may twice during a calendar year change the amount of
his payroll deduction by delivering to the Administrator a payroll
deduction change authorization. The payroll deduction change shall be
made as soon as practicable after the Administrator has received such
authorization.
3.4 Cash Contributions. Subject to Section 3.1, a Participant may
twice during a calendar year make a cash contribution by delivering to the
Administrator a check payable to Beneficial Management Corporation or such
other payee as the Administrator may specify.
3.5 Company Deferral Contributions. Subject to the terms of the
Deferred Plan, the Company may from time to time make Company Deferral
Contributions to the accounts of Employee Participants. Such cash
contributions shall be made by delivery to the Administrator of a check
made payable to Beneficial Management Corporation, or by such other form
of funds transfer as may be acceptable to the Administrator.
3.6 Contributions Remitted To Broker. Contributions made by
payroll deduction shall be remitted as soon as practicable following the
end of the month in which they are withheld. Contributions made by a
Participant's cash contribution or by Company Deferral Contribution shall
be remitted by the Administrator to the Broker as soon as practicable.
SECTION 4
Participants' Accounts
4.1 Purchase of Stock by Broker. As soon as practicable after
receipt by the Broker of Participant Contributions or Company Deferral
Contributions, the Broker shall apply such funds to purchase at prevailing
market prices the number of shares of Stock which can be purchased with
such funds (exclusive of any charges for brokerage fees and stock transfer
taxes); provided, however, that the Broker shall limit the daily volume
and prices of such purchases as required by regulations of the Securities
and Exchange Commission, if applicable, and otherwise to the extent it
deems necessary or advisable. The Company shall promptly pay to the
Broker the brokerage charges and any stock transfer taxes charged in
connection with the purchases of Stock make by the Broker pursuant to the
Plan.
4.2 Accounts.
(a) The Broker shall maintain for each Participant an Account
which shall be comprised of a "Stock Account" and a "Company Account". As of
the beginning of each month in which the Broker has made purchases of Stock
pursuant to Section 4.1, he shall credit a Participant's (1) Stock Account
with (i) such number of shares (including fractional shares) of Stock as
bears the same proportion to the total number of shares purchased during
such month as the Participant's Contributions applied toward such
purchases bears to the aggregate of all Contributions so applied, and (ii)
stock dividends or stock splits received with respect to Stock in such
Stock Account, and (2) Company Account with a number of "Share Units"
equal to the applicable Share Unit Credit in respect of the shares
of Stock so credited to such Stock Account. Share units shall not entitle a
Participant to any rights of a shareholder of the Company.
(b) Subject to Section 4.3(c) hereof, as of the date on which
any Share Units in a Participant's Company Account have vested pursuant to
Section 5.1, or, as to Share Units in an Employee Participant's Deferral
Company Account (as defined at Section 4.3(b) hereof), the date on which
the earlier of (1) the expiration of a period of three years after the
date as of which they were credited or (2) such Employee Participant's
termination of employment for any of the reasons specified in clauses
(a), (b), (c) or (e) of the first sentence of Section 5.2 has occurred,
(i) the Broker shall credit such Company Account with a number
of shares of Stock equal to the number of such Share Units, and shall
retire from the Company Account such Share Units, and (ii) the Company
shall contribute to the Company Account a number of shares of Stock equal
to the number of shares credited to such account; provided, however, that
such contribution of shares by the Company shall be reduced by any amounts
which the Company is required by law to withhold.
4.3 Segregation of Certain Accounts.
(a) In the event that a Company Deferral Contribution is
made with respect to an Employee Participant, the Broker shall credit shares
to the Stock Account of such Employee Participant pursuant to Section
4.2(a)(1) hereof, provided, however that the credit for shares of Stock
relating to such Company Deferral Contribution shall be segregated from
those relating to Participant Contributions, with the records of such
Employee Participant's Stock Account comprised of a "Participant
Contribution Stock Account" and a "Company Deferral Stock Account".
(b) In the event that a Company Deferral Contribution is
made with respect to an Employee Participant, the Broker shall credit Share
Units to the Company Account of such Employee Participant pursuant to Section
4.2(a)(2) hereof, provided, however that the credit for Share Units relating
to such Company Deferral Contribution shall be segregated from those
relating to Participant Contributions, with the records of such Employee
Participant's Company Account comprised of a "Participant Contribution
Company Account" and a "Deferral Company Account".
(c) If an Employee Participant's Company Account is
segregated pursuant to Section 4.3(b) hereof, then upon the exchange of Share
Units for shares of Stock pursuant to Section 4.2(b), the resulting shares of
Stock shall be credited to his Participant Contribution Company Account or
Deferral Company Account, as the case may be, in accordance with the
character of such exchanged Share Units.
4.4 Cash Dividends. Each Participant shall be entitled to receive a
cash dividend with respect to the total number of shares of Stock which on
the record date for payment of such cash dividend were in fact held in his
Account (excluding shares of Stock credited to his Company Deferral Stock
Account or Deferral Company Account), regardless of the date as of which
such shares were credited. Each Participant shall also be entitled to
receive an amount equal to the cash dividend that would have been payable
to such Participant had he been, on the record date for payment of such
cash dividend, the owner of a number of shares of Stock equal to the
number of Share Units in fact credited to his Company Account (excluding
the Share Units held in his Deferral Company Account),
regardless of the date as of which such Share Units were credited.
4.5 Dividend Reinvestment. The cash dividend with respect to the
total number of shares of Stock which on the record date for payment of such
cash dividend were in fact held in an Employee Participant's Company
Deferral Stock Account or Deferral Company Account, regardless of the date
as of which such shares were credited, shall be forwarded to the Broker by
the Company. An amount equal to the cash dividend that would have been
payable to an Employee Participant had he been, on the record date for
payment of such cash dividend, the owner of a number of shares of Stock
equal to the number of Share Units in fact credited to his Deferral
Company Account, regardless of the date as of which such Share Units were
credited, shall also be forwarded to the Broker by the Company.
Such funds shall be applied by the Broker to purchase shares of Stock,
consistent with Section 4.1 hereof. The Broker shall credit such Employee
Participant's Company Deferral Stock Account with such shares of Stock
consistent with Section 4.2(a)(1)(i) hereof. No Share Units shall be
credited to such Employee Participant pursuant to Section 4.2(a)(2) with
respect to shares of Stock purchased and credited pursuant to this Section
4.5. Amounts forwarded to the Broker pursuant to this Section 4.5 shall
not reduce the amount of Contributions available to the Employee
Participant, as restricted pursuant to Section 3.1.
4.6 Records. The Broker shall keep or cause to be kept all such
books of account, records and other data as may be necessary or advisable in
its judgment for the performance of its duties hereunder, and shall
furnish to the Company or to Participants such books of account, records
and other data as the Company may reasonably request or as may otherwise
be required by law.
4.7 Certificates of Stock. Unless otherwise provided by the
Company, the Broker shall have custody of the certificate or certificates
representing the undistributed shares of Stock held in all Participants'
Accounts under the Plan, and the Broker may register such certificate or
certificates in its own name.
SECTION 5
Forfeitures
5.1 Vesting. Shares of Stock held for a Participant in his Account,
other than shares of Stock held in his Company Deferral Stock Account or
in his Deferral Company Account (collectively, "Deferral Shares"), shall
at all times be fully vested in him and not be subject to forfeiture.
Deferral Shares held for an Employee Participant shall not be vested until
the date of his termination of employment for the reasons specified in
clauses (a), (b), (c) or (e) of the first sentence of such Section 5.2.
Each Share Unit credited to his Company Account (excluding Share units
credited to his Deferral Company Account) shall vest upon the earlier to
occur of (a) the expiration of a period of three years after the date as
of which it was so credited, (b) (1) in the case of an Employee
Participant, the date of termination of his employment for any of the
reasons specified in clauses (a), (b), (c), or (d) of the first sentence
of Section 5.2 (subject, with respect to said clause (d) to the additional
conditions specified therein) or (2) in the case of a Director
Participant, the date on which he ceases to serve as a director of the
Company for any of the reasons specified in clauses (a), (b) or (c) of the
first sentence of Section 5.3 or (c) in the case of unvested share units
of a Participant who shall have been an employee of one of the Western
Auto Companies on the Western Auto Closing Date, to the extent that such
unvested share units both were credited to his Company Account as a result
of Participant Contributions made by him pursuant to the Plan, and
received by the Administrator, on or before June 6, 1985 and continue to
be so credited on the Western Auto Closing Date.
Notwithstanding the foregoing provisions of this Section 5.1, (a) all
Share Units credited to the Company Account of an Employee Participant who
becomes a Director Participant during any calendar year shall become subject
to the vesting and forfeiture provisions of Section 5.3; and (b) all Share
Units credited to the Company Accounts of Participants in the Plan and all
Deferral Shares shall be vested on such date, if any, as the Board of
Directors, in a resolution duly adopted by a majority of its members,
shall designate for such purpose following a public announcement by any
person or other entity of its intention to effect a (i) tender offer for
any outstanding voting stock of the Company, or (ii) a transaction which
would constitute a "Business Combination" as defined in the Company's
Restated Certificate of Incorporation. The provisions of the preceding
sentence shall extend to all Share Units so credited in respect of
shares of Stock credited to Participants' Stock Accounts which are
attributable to Participant Contributions or Company Deferral
Contributions made on or before the date on which such resolution is
adopted, as well as to Deferral Shares credited on or before such date.
5.1(A) Effective December 20, 1986, unvested share units credited to a
Participant's Company Account resulting from cash contributions made by the
Participant and received by the Plan Administrator prior to December 20,
1986, and contributions made by payroll deductions prior to January 1,
1987, shall vest in the account of Participants who no longer are
participating employees as a result of their involuntary termination of
employment where such involuntary termination is a direct result of
Beneficial Corporation's announced Plan to "restructure" the
Company, resulting in the involuntary loss of employment for Plan members of
Beneficial Corporation and participating Plan subsidiaries.
5.2 Termination of Employment. Upon the termination of an Employee
Participant's employment with a Participating Company other than by reason
of (a) his death; (b) his retirement (i) upon attaining age 65 or (ii) due
to his total and permanent disability; (c) termination of his employment
after he has attained age 55 but before he attains age 65 excluding (i) a
voluntary termination of employment by him and (ii) termination of his
employment by the Company for cause; (d) in the case only of an Employee
Participant who shall be an employee of one of the Western Auto Companies
on or after the Western Auto closing Date, termination of his employment
with such company during the period commencing on the Western Auto Closing
Date and ending at the completion of three years following such date,
excluding (i) a voluntary termination of employment by him
and (ii) termination of his employment by such company by reason of gross
negligence or wilful misconduct; or (e) termination within three years
following a Change in Control, excluding termination of his employment by
such company by reason of gross negligence or wilful misconduct, he shall
forfeit all Share Units then credited to his Company Account, subject to
the final sentence of this Section 5.2. Upon the termination of his
employment other than by reason of the events described at clauses (a),
(b),(c) or (e) above, he shall forfeit all Deferral Shares,
subject to the final sentence of this Section 5.2. Upon termination of his
employment for any of the foregoing specified reasons (subject, with
respect to clause (d) of the preceding sentence, to the additional
conditions specified therein), Share Units credited to his Company Account
shall be immediately vested in him. Upon the termination of his
employment for the reasons specified at clauses (a), (b), (c) or (e)
above, all Deferral Shares shall be immediately vested in him. The
Administrator (as defined for these purposes at Section 7.1 hereof) may,
in its sole and absolute discretion, waive the forfeitures (and direct
that vesting occur) specified in this Section 5.2 based upon such
circumstances as it deems appropriate, as to Share Units or Deferral
Shares credited after March 21, 1994 only.
5.3 Termination of Services as a Director. Upon termination of a
Director Participant's services as a director of the Company, other than
by reason of (a) his death, (b) his resignation from the Board of
Directors (i) upon attaining age 75 or a greater age or (ii) due to his
total and permanent disability, or (c) termination of his services as a
director of the Company after attaining age 55 but before attaining age
75, if on the date of such termination the sum of his age and
continuous service as a director of the Company equals or exceeds 75 years,
excluding (i) a voluntary termination of his services as a director, or
(ii) removal from office for cause pursuant to the Company's Certificate
of Incorporation or By-Laws as the same may from time to time be in
effect, he shall forfeit all Share Units then credited to his Company
Account. Upon termination of his services as a director of the Company
for any of the foregoing specified reasons, Share Units
credited to his Account shall be immediately vested in him.
5.4 Withdrawals. A participant who withdraws vested shares held for
him in his Stock Account with respect to which Share Units are then
credited to his Company Account shall forfeit Share Units in the order in
which they were credited to his Company Account (excluding for these
purposes Share Units credited to his Deferral Company Account), beginning
with the earliest credited Share Unit. Applying such order, each such
Share Unit shall be forfeited at the same rate relative to Stock being
withdrawn from the Participant's Stock Account as the rate at which such
Share Unit was originally credited, relative to Stock credited to such Stock
Account.
SECTION 6
Distributions
6.1 Withdrawals. Subject to Section 5.4, a Participant has the right
upon thirty days' written notice to the Administrator to withdraw any or
all of the vested shares of Stock held for him in his Account. If he
chooses to withdraw fewer than all of the shares in his Account, he shall
specify to the Administrator the particular shares that are to be withdrawn.
6.2 Manner of Distribution. Distribution of vested shares of Stock
held in a Participant's Company Account, together with the vested shares
held in his Stock Account to which they are attributable, shall be made to
such Participant or to his Estate as soon as practicable after the
Administrator receives a written request for distribution; provided,
however, that any vested shares held in his Account at the date of
termination of his employment or services as a director shall
be distributed as promptly as practicable. Cash shall be paid in lieu of
fractional shares.
6.3 Right to Distribution. The right of a Participant to receive a
distribution of shares of Stock held for him under the Plan shall not be
transferable other than by will or the laws of descent and distribution,
shall be exercisable during the Participant's lifetime only by such
Participant or by his guardian or legal representative, or, upon his
death, by his Estate, and neither the Administrator nor the Broker shall
be required to recognize claims thereto by any other parties.
SECTION 7
Administration of the Plan
7.1 Administration. The Plan shall be administered by the Board of
Directors or by such person or persons as the Board of Directors shall, by
resolution, appoint as Administrator, provided, however, that for purposes
of the actions described at the final sentence of Section 5.2, such
administration shall be solely by the Board of Directors, acting through
those of its members who qualify as "disinterested persons" within the
meaning of Rule 16b-3 of the Exchange Act of 1934, as amended from time to
time, or by the Compensation Committee of such Board of Directors, acting
through those of its members who qualify as such "disinterested persons."
The Board of Directors in its discretion may remove any person or persons
from the position of Administrator at any time without assigning
any reason therefor.
7.2 Duties of Administrator. The Administrator shall be charged with
the administration of the Plan and shall decide all questions arising in the
administration, interpretation and application of the Plan, including all
questions of eligibility. The decisions of the Administrator shall be
conclusive and binding on all parties.
7.3 Broker. The Administrator shall appoint a person to carry out the
duties of Broker set forth herein. The Administrator shall have full power
to determine the period during which any person shall serve as Broker and in
its discretion may remove any such person from the position of Broker at
any time without assigning any reason therefor. The Company shall pay to
the Broker such compensation for its services hereunder as shall be
mutually agreed upon by the Administrator and the Broker.
SECTION 8
Voting
8.1 Voting Rights. Each Participant shall have the right to instruct
the Broker as to the method of voting at any meeting of the shareholders of
the Company the number of full shares of Stock which were in fact held in his
Account on the record date for such meeting of shareholders, regardless of
the date as of which such shares were credited. In the absence of
instructions from a Participant, the Broker shall not have the right to
vote such shares of Stock.
SECTION 9
Amendment and Termination of the Plan
9.1 Amendment and Termination. It is the expectation of the Company
that it will continue the Plan indefinitely, but it reserves the right, by
action of the Board of Directors, to amend, suspend or terminate it at any
time; provided, however, that no such action shall affect the rights of a
Participant with respect to the shares of Stock then held for him in his
Account or the Share Units then credited to his Account.
EXHIBIT 5
April 18, 1996
Beneficial Corporation
One Christina Centre
301 North Walnut Street
Wilmington, Delaware 19801
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
("Registration Statement") of Beneficial Corporation (the "Corporation")
related to the registration of 6,500,000 shares of the Corporation's
common stock, par value $1.00 per share ("Common Stock"), which are to be
offered pursuant to awards granted or to be granted under the Beneficial
Corporation 1990 Non-Qualified Stock Option Plan (the "Plan").
I have been requested to furnish an opinion to be included as Exhibit 5
to the Registration Statement. In conjunction with the furnishing of this
opinion, I have examined such corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to
render this opinion.
Based upon such examination and investigation, and upon the assumption
that there will be no material changes in the documents examined and matters
investigated, I am of the opinion that the 6,500,000 shares of Common Stock
referred to above have been duly authorized by the Corporation and that, when
issued in accordance with the terms of the Plan, will be legally issued,
fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Scott A. Siebels
Scott A. Siebels
Vice President, Corporate
Secretary and Associate
Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Beneficial Corporation on Form S-8 of our report dated January 29, 1996,
appearing in the Annual Report on Form 10-K of Beneficial Corporation for the
year ended December 31, 1995.
Parsippany, New Jersey
April 12, 1996
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
W. BOWER, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of the
Corporation's Common Stock authorized to be issued or sold pursuant to the
Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/Charles W. Bower
CHARLES W. BOWER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT J.
CALLANDER, a Director of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby
constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
of April, 1996.
/s/ Robert J. Callander
ROBERT J. CALLANDER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT C.
CANNADA, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of the
Corporation's Common Stock authorized to be issued or sold pursuant to the
Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/ Robert C. Cannada
ROBERT C. CANNADA
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, LEONARD
S. COLEMAN, JR., a Director of Beneficial Corporation, a corporation
organized under the laws of the State of Delaware (the "Corporation"),
hereby constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR.
and RONALD E. BOMBOLIS, and each of them (with full power of each of them
to act alone), my true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for me and on my behalf and in
my name, place and stead, in any and all capacities, to sign, execute and
file with the Securities and Exchange Commission (or any other
governmental or regulatory authority), a Registration Statement on Form
S-8 (or any other appropriate form), and any and all amendments (including
post-effective amendments) thereto, with all exhibits and any and all
documents required to be filed with respect thereto, relating to the
registration under the Securities Act of 1933, as amended, of 8,000,000
shares of the Corporation's Common Stock authorized to be issued or sold
pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option
Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as
amended, and of plan interests in the Beneficial Corporation Employees'
Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in order to effectuate
the same as fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/ Leonard S.Coleman, Jr.
LEONARD S. COLEMAN, JR.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, DAVID J.
FARRIS, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
BOMBOLIS, and each of them (with full power of each of them to act alone), my
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for me and on my behalf and in my name, place and stead,
in any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or any other appropriate form), and any
and all amendments (including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed with respect thereto,
relating to the registration under the Securities Act of 1933, as amended, of
8,000,000 shares of the Corporation's Common Stock authorized to be issued
or sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock
Option Plan and the Beneficial Corporation Employees' Stock Purchase Plan,
as amended, and of plan interests in the Beneficial Corporation Employees'
Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in order to effectuate
the same as fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/ David J. Farris
DAVID J. FARRIS
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROLAND A.
HERNANDEZ, a Director of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby
constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of the
Corporation's Common Stock authorized to be issued or sold pursuant to the
Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase Plan,
as amended, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day
of April, 1996.
/s/ Roland A. Hernandez
ROLAND A. HERNANDEZ
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, J. ROBERT
HILLIER, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
BOMBOLIS, and each of them (with full power of each of them to act alone), my
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for me and on my behalf and in my name, place and stead,
in any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or any other appropriate form), and any
and all amendments (including post-effective amendments) thereto, with all
exhibits and any and all documents required to be filed with respect thereto,
relating to the registration under the Securities Act of 1933, as amended, of
8,000,000 shares of the Corporation's Common Stock authorized to be issued or
sold pursuant to the Beneficial Corporation 1990 Non-Qualified Stock Option
Plan and the Beneficial Corporation Employees' Stock Purchase Plan, as
amended, and of plan interests in the Beneficial Corporation Employees'
Stock Purchase Plan, as amended, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and to perform each and every
act and thing requisite and necessary to be done in order to effectuate
the same as fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/ J. Robert Hillier
J. ROBERT HILLIER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, GERALD L.
HOLM, a Director of Beneficial Corporation, a corporation organized under the
laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
BOMBOLIS, and each of them (with full power of each of them to act alone), my
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for me and on my behalf and in my name, place and stead,
in any and all capacities, to sign, execute and file with the Securities and
Exchange Commission (or any other governmental or regulatory authority), a
Registration Statement on Form S-8 (or any other appropriate form), and
any and all amendments (including post-effective amendments) thereto, with
all exhibits and any and all documents required to be filed with respect
thereto, relating to the registration under the Securities Act of 1933, as
amended, of 8,000,000 shares of the Corporation's Common Stock authorized
to be issued or sold pursuant to the Beneficial Corporation 1990
Non-Qualified Stock Option Plan and the Beneficial Corporation Employees'
Stock Purchase Plan, as amended, and of plan interests in the Beneficial
Corporation Employees' Stock Purchase Plan, as amended, granting
unto said attorneys-in-fact, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be
done in order to effectuate the same as fully to all intents and purposes as
I might or could do if personally persent, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
of April, 1996.
/s/ Gerald L. Holm
GERALD L. HOLM
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, THOMAS H.
KEAN, a Director of Beneficial Corporation, a corporation organized under the
laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD E.
BOMBOLIS, and each of them (with full power of each of them to act alone), my
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for me and on my behalf and in my name, place and
stead, in any and all capacities, to sign, execute and file with the
Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day
of April, 1996.
/s/ Thomas H. Kean
THOMAS H. KEAN
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, STEVEN
MULLER, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day
of April, 1996.
/s/ Steven Muller
STEVEN MULLER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN
JULIA ROSS, a Director of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby
constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of the
Corporation's Common Stock authorized to be issued or sold pursuant to the
Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/ Susan Julia Ross
SUSAN JULIA ROSS
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, ROBERT A.
TUCKER, JR., a Director of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby
constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
of April, 1996.
/s/ Robert A. Tucker
ROBERT A. TUCKER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, SUSAN M.
WACHTER, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day
of April, 1996.
/s/Susan M. Wachter
SUSAN M. WACHTER
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, CHARLES
H. WATTS, II, a Director of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby
constitute and appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase Plan,
as amended, granting unto said attorneys-in-fact, and each of them, full
power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if personally
persent, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day
of April, 1996.
/s/ Charles H. Watts, II
CHARLES H. WATTS, II
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT I, K. MARTIN
WORTHY, a Director of Beneficial Corporation, a corporation organized under
the laws of the State of Delaware (the "Corporation"), hereby constitute and
appoint ANDREW C. HALVORSEN, JAMES H. GILLIAM, JR. and RONALD
E. BOMBOLIS, and each of them (with full power of each of them to act alone),
my true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for me and on my behalf and in my name,
place and stead, in any and all capacities, to sign, execute and file with
the Securities and Exchange Commission (or any other governmental or
regulatory authority), a Registration Statement on Form S-8 (or any other
appropriate form), and any and all amendments (including post-effective
amendments) thereto, with all exhibits and any and all documents required
to be filed with respect thereto, relating to the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to
the Beneficial Corporation 1990 Non-Qualified Stock Option Plan and the
Beneficial Corporation Employees' Stock Purchase Plan, as amended, and of
plan interests in the Beneficial Corporation Employees' Stock Purchase
Plan, as amended, granting unto said attorneys-in-fact, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in order to effectuate the same as
fully to all intents and purposes as I might or could do if
personally persent, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day
of April, 1996.
/s/ K. Martin Worthy
K. MARTIN WORTHY
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