As filed with the Securities and Exchange Commission on
Registration No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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
(302) 425-2500
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------
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, including zip code, and telephone number,
including area code, of agent for service)
----------
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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, please 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. |_|
----------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Number of Shares Offering Aggregate Amount of
Title of Securities to be Price per Offering Registration
to be registered (1) Registered Share (2) Price (2) Fee (3)
- --------------------------------------------------------------------------------
Common Stock, $1 par value... 500,000 $71.9375 $35,968,750 $10,900
- --------------------------------------------------------------------------------
(1) There are also being registered hereunder an equal number of Preferred
Share Purchase Rights which will be attached to and transferable only with
shares of Common Stock registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(3) The filing fee has been calculated pursuant to Rule 457(c) based on the
average of the high and low prices for Beneficial Corporation Common shares
on August 12, 1997 of $71.9375 per share.
----------
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
[LOGO]
DIRECT INVESTMENT PLAN
(500,000 Shares of Common Stock, par value $1.00 per share)
The shareholder investment program of Beneficial Corporation ("Beneficial" or
the "Company") entitled the "Direct Investment Plan" (the "Plan") is designed to
provide investors with a convenient way to purchase Beneficial Common Stock, par
value $1.00 per share ("Beneficial common shares") and to reinvest their cash
dividends. At any time, a participant may terminate his or her Plan account and
withdraw shares in the account, subject to the terms outlined in this
Prospectus.
Key features of the Plan include the following:
o Persons who are not shareholders may enroll either by investing at least
$250 by check or money order, or by authorizing automatic withdrawals from
a designated U.S. bank account of at least $50 a month for five (5)
consecutive months.
o Cash dividends may be automatically reinvested in additional Beneficial
common shares at no cost.
o Once enrolled, participants may make additional investments of $50 or more
up to $200,000 per year.
o Shareholders may deposit their Beneficial common share certificates with
the Plan Administrator at no cost.
o Purchase orders are processed at least once every five business days. If
practicable, sale orders will be processed on the day received if such
request is received by the Plan Administrator by 1:00 p.m. Eastern time.
o Participants may be required to pay certain fees in connection with the
Plan.
First Chicago Trust Company of New York has been appointed Plan Administrator
for the Plan (the "Plan Administrator"). All Plan purchases will be made at
market prices for Beneficial common shares, calculated as described herein, from
the Company.
----------
The date of this Prospectus is August ___, 1997.
1
<PAGE>
This Prospectus contains a complete description of the Plan and, therefore,
should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No person is authorized by Beneficial to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offering described herein, and if given or made, such information or
representations must not be relied upon as having been authorized by Beneficial.
This Prospectus does not constitute an offer of any securities other than those
to which it relates or an offer to sell, or a solicitation of an offer to buy,
the securities to which it relates in any jurisdiction to any person to whom it
is not lawful to make any such offer or solicitation in such jurisdiction.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page Page
---- ----
<S> <C> <S> <C>
Available Information........................... 3 Purchase of Beneficial Common Shares......... 11
Incorporation of Certain Documents by Reference. 3 Sale of Beneficial Common Shares............. 12
The Company..................................... 4 Withdrawal from the Plan..................... 12
Summary of the Plan............................. 4 Certificate Safekeeping...................... 13
Transaction Costs............................... 5 Gifts and Transfers of Shares................ 14
Plan Administration............................. 6 Reports to Participants...................... 15
Eligibility..................................... 8 Federal Income Tax Consequences.............. 15
Enrollment Procedures........................... 8 Additional Information....................... 17
Additional Purchases of Beneficial Common Shares 9 Use of Proceeds.............................. 19
Dividend Reinvestment........................... 10 Legal Matters................................ 19
Direct Deposit of Dividends..................... 10 Experts...................................... 19
</TABLE>
2
<PAGE>
AVAILABLE INFORMATION
Beneficial is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and
Suite 1400, Citicorp Center, 500 W. Madison Street, Chicago, Illinois 60661; and
copies of such material can be obtained from the Public Reference Section of the
Commission, Washington, D.C. 20549, at prescribed rates. Also, the Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission (http://www.sec.gov). Reports, proxy statements and other information
concerning Beneficial can also be inspected at the office of the New York Stock
Exchange, Inc., 20 Broad Street, New York New York 10005.
Additional information regarding Beneficial and its consolidated subsidiaries
and the Plan is contained in the Registration Statement and the exhibits
relating thereto, filed with the Commission under the Securities Act of 1933, as
amended (the "Act"). For further information pertaining to Beneficial and its
consolidated subsidiaries and the Plan, reference is made to the Registration
Statement, and the exhibits thereto, which may be inspected without charge at
the office of the Commission at 450 Fifth Street N.W., Washington, D.C. 20549,
and copies thereof may be obtained from the Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended December 31, 1996, the
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997
and June 30, 1997, and the Current Reports on Form 8-K dated January 28, 1997,
April 24, 1997, July 24, 1997, July 25, 1997 and July 31, 1997 filed by
Beneficial with the Commission pursuant to the Exchange Act, are incorporated in
and made a part of this Prospectus by reference.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering
of the Securities, shall be deemed to be incorporated in this Prospectus by
reference and to be a part hereof from the respective date of filing of each
such document. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement herein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such
3
<PAGE>
statement. Any such statement so modified or superseded shall not de deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this Prospectus
is delivered, upon written or oral request, a copy of any or all of the
documents incorporated by reference herein, other than exhibits to such
documents. Requests should be directed to Scott A. Siebels, Esq., Vice President
and Secretary, Beneficial Corporation, One Christina Centre, 301 North Walnut
Street, Wilmington, Delaware 19801 (telephone number 302-425-2500 or E-mail -
"[email protected]").
THE COMPANY
Beneficial is a holding company, subsidiaries of which are engaged principally
in the consumer finance and credit-related insurance businesses. The Company was
organized under the laws of the State of Delaware on May 9, 1929, through the
consolidation of three companies which had been operated under the same
management. Its principal executive offices are located at One Christina Centre,
301 North Walnut Street, Wilmington, Delaware 19801 (telephone number 302-
425-2500).
SUMMARY OF THE PLAN
Purpose and Other Considerations
The purpose of the Plan is to provide interested investors and holders of
Beneficial common and preferred stock a convenient means of investing in
Beneficial common shares through new investments and through the regular
reinvestment of cash dividends. We are not recommending that you should buy or
sell Beneficial common shares. You should only use the Plan after you have
independently researched and made your investment decision.
The value of Beneficial common shares may go up or down from time to time. We
give no assurances as to whether or at what rate Beneficial will continue to pay
dividends. Plan accounts are not insured by the Securities Investors Protection
Corporation, the Federal Deposit Insurance Corporation or anyone else.
Features of the Plan
Direct Purchase. Investors who are not currently Beneficial shareholders may
make an initial cash investment of $250 or more by check or money order, or, at
the Plan Administrator's discretion, authorize automatic withdrawals for a
minimum of five (5) consecutive months of at least $50 per month from a
designated U.S. bank account for the purchase of Beneficial common shares. A fee
will be deducted from the initial purchase.
4
<PAGE>
Additional Purchases. Participants may make additional investments of at least
$50 each up to a maximum of $200,000 per calendar year (including any initial
investment) by check or money order at no cost as often as weekly. Investments
made through automatic deduction from a bank account may be made as often as
twice a month and a fee will be deducted on each transaction.
Dividend Reinvestment. Shareholders who own Beneficial common or preferred
shares registered in their own name as record holder (as opposed to being held
in street name through a brokerage account) may participate in the dividend
reinvestment feature. Others may do so by first investing at least $250 through
the direct purchase feature. All or part of a participant's common cash
dividends may be used to purchase additional whole and fractional shares of
common stock at no cost to the participant. All of a participant's preferred
cash dividends may be used to purchase whole and fractional shares of common
stock at no cost to the participant.
Certificate Safekeeping. Investors may deposit Beneficial common share
certificates with the Plan Administrator free of charge. The Plan Administrator
will hold these shares in book-entry form on the shareholders' behalf as a part
of their Plan account.
Transfers. Participants may make transfers or gifts of Beneficial common shares
in their accounts at no charge. When a participant transfers or gives shares to
another person, a Plan account will be opened for the recipient unless the
recipient already has a Plan account.
Sales. Participants may sell Beneficial common shares through the Plan. If
practicable, sale orders will be processed on the day received if such request
is received by the Plan Administrator by 1:00 p.m. Eastern time. A transaction
fee and brokerage commission will be deducted from the proceeds.
Reports to Participants. Participants will receive regular reports from the Plan
Administrator with respect to transactions under the Plan and the status of
their accounts. (See "REPORTS TO PARTICIPANTS" on page 15.)
TRANSACTION COSTS
Participants will pay the following costs to the Plan Administrator. Brokerage
commissions represent compensation to the broker or bank for executing open
market transactions. The Plan Administrator will operate through a registered
broker designated by the Plan Administrator, which broker may or may not be
affiliated with the Plan Administrator. At its sole option and without further
notice to participants, Beneficial may elect to pay some or all of these costs.
Beneficial currently plans to pay certain additional costs to the Plan
Administrator with respect to each Plan account.
5
<PAGE>
- --------------------------------------------------------------------------------
Feature Costs to Participants
- --------------------------------------------------------------------------------
Direct Purchase
Initial Purchase A fee of $7.50
- --------------------------------------------------------------------------------
Additional Purchases
Via Check or Money Order No cost
Via Automatic Investments A fee of $1.50 per transaction
- --------------------------------------------------------------------------------
Dividend Reinvestment No cost
- --------------------------------------------------------------------------------
Safekeeping of Certificates No cost
- --------------------------------------------------------------------------------
Sale of Beneficial Common Shares A fee of $15.00 plus a brokerage
commission of $.12 per share sold
and any applicable tax
- --------------------------------------------------------------------------------
Transfer of Shares No cost
- --------------------------------------------------------------------------------
Issuance of Stock Certificates No cost
- --------------------------------------------------------------------------------
Returned Checks and Failed Automatic A fee of $20
Investments
- --------------------------------------------------------------------------------
Annual Maintenance of Account No cost
- --------------------------------------------------------------------------------
PLAN ADMINISTRATION
First Chicago Trust Company of New York, (the "Plan Administrator") or a
successor Plan Administrator selected by Beneficial in its sole discretion, will
administer the Plan, purchase and hold Beneficial common shares acquired under
the Plan as well as shares deposited for safekeeping, keep records, send
statements of account to participants, answer participants' questions and
perform other duties related to the Plan.
6
<PAGE>
For additional information about the Plan or to enter transactions in your Plan
account, contact the Plan Administrator as follows:
Telephone
Shareholder customer service, including sale of shares: 1-800-317-4445. An
automated voice response system is available 24 hours a day, 7 days a week.
Customer service representatives are available from 8:30 a.m. to 7:00 p.m.
Eastern time each business day.
Non-shareholders requesting Plan material: 1-800-482-1595 (available 24
hours a day, 7 days a week).
Telefax: 1-201-222-4842.
TDD: 1-201-222-4955 Telecommunications Device for the hearing impaired.
Foreign language translation service for more than 140 languages is
available.
Internet
The Plan Administrator's Internet address is "http://www.fctc.com".
Messages forwarded on the Internet will be responded to within one business
day.
E-Mail
The Plan Administrator's E-mail address is "[email protected]".
Plan Activity Forms
Proper forms for enrolling in the Plan, making additional cash investments
in the Plan and authorizing automatic investments from a participant's bank
account may be obtained from the Plan Administrator or at Beneficial's Web
site "http://www.beneficial.com".
Correspondence
BENEFICIAL DIRECT INVESTMENT PLAN
c/o First Chicago Trust Company of New York
P.O. Box 2598
Jersey City, NJ 07303-2598
Registered shareholders should include their account number and social
security number on all correspondence, together with a telephone number
where they can be reached during business hours.
7
<PAGE>
Cash investments, by check or money order (include account number on the check
or money order) payable to "First Chicago-Beneficial," in U.S. dollars, should
be mailed to:
Beneficial Corporation
c/o First Chicago Trust Company of New York
Direct Investment Payments
P.O. Box 13531
Newark, NJ 07188-0001
The Plan Administrator currently serves as transfer agent and registrar for
Beneficial and may have other business relationships with Beneficial from time
to time.
ELIGIBILITY
Any person, whether or not a record holder of Beneficial common shares, is
eligible to participate, provided the person (a) chooses to be a common
shareholder of record, (b) fulfills the requirements listed below under
"ENROLLMENT PROCEDURES" and (c) in the case of citizens or residents of a
country other than the United States, its territories and possessions,
participation would not violate local laws.
The Plan is not designed for use by institutional investors or financial
intermediaries.
ENROLLMENT PROCEDURES
Shareholders
Shareholders who hold Beneficial common or preferred shares in their own names
may participate in the Plan by completing and returning an enrollment
authorization form. Shareholders who own Beneficial common or preferred shares
that are held by a bank, broker or trustee in street or nominee name may
participate with some or all of their Beneficial common and/or preferred shares
by instructing their bank, broker or trustee to have some or all of the shares
transferred into the shareholder's name in stock certificate form.
Alternatively, shareholders may instruct their bank, broker or trustee to
reregister such shares through the Direct Registration System by conducting a
"WT" (withdrawal by transfer) "S" (statement transaction) for the number of
shares to be transferred into the investor's name in book-entry form. Please
contact the Plan Administrator for more specific information on direct
registration. These are the three ways that existing shareholders may
participate in the Plan without being required to make an initial purchase as
described below.
Non-Shareholders
All others must become shareholders of record in order to participate by
purchasing Beneficial common shares either through the Plan's direct purchase
feature or outside the Plan. To use direct purchase under the Plan, investors
must make an initial purchase of at least $250 and submit a completed initial
8
<PAGE>
investment form. At the Plan Administrator's discretion, a person may fulfill
the $250 minimum by authorizing automatic investments of at least $50 per month
for a minimum of five (5) consecutive months. Automatic investments will
continue indefinitely, beyond the five month minimum, until the participant
notifies the Plan Administrator in writing to the contrary.
Foreign Participation
Citizens or residents of a country other than the United States, its territories
and possessions may participate only if participation does not violate local
laws. Any such person may be asked to make written representations respecting
compliance with such laws.
Enrollment Date
Participation in the Plan begins after the Plan Administrator reviews and
approves an investor's forms and receives his or her funds and/or Beneficial
common share certificate(s).
ADDITIONAL PURCHASES OF BENEFICIAL COMMON SHARES
General
Once enrolled, additional purchases may be made in an amount of at least $50
each. The annual limit is $200,000 (including any initial investment). No
interest will be paid on amounts held pending investment. Cash investments
should be received by the Plan Administrator prior to a weekly Investment Date
(as defined below under "PURCHASE OF BENEFICIAL COMMON SHARES--Timing of
Purchases") in order to be invested on that date. Any cash investment not
previously invested will be refunded upon telephone or written request received
by the Plan Administrator at least 48 hours prior to the next weekly Investment
Date.
Cash Investment
Investments may be made by enclosing a check or money order for at least $50
(payable to "First Chicago-Beneficial") in U.S. dollars with a completed
transaction form which is attached to each statement of account and transaction
advice. Do not send cash. A $20 fee will be assessed by the Plan Administrator
to a participant whose check is returned for insufficient funds.
Automatic Investment from a Bank Account
Participants may make automatic investments through a U.S. bank account once or
twice per month. Each automatic investment must be in an amount of $50 or more.
The participant should return a completed "Authorization Form for Automatic
Deductions" which will be processed and become effective as soon as practicable.
Allow four to six weeks for the first investment to be
9
<PAGE>
initiated. At the Plan Administrator's discretion, a participant may make an
initial direct purchase by authorizing automatic investments of at least $50 per
month for a minimum of five (5) consecutive months.
Once automatic investment is begun, funds will be withdrawn from the
participant's bank account on either the first or fifteenth of each month, or
both (as chosen by the participant), or the next business day if either the
first or the fifteenth is not a business day, and will normally be invested
within five business days.
Participants may change the amount of or terminate automatic investments by
notifying the Plan Administrator in writing received at least six (6) business
days prior to the date of the next automatic investment. A $20 fee will be
assessed by the Plan Administrator to a participant whose automatic investment
fails due to insufficient funds.
DIVIDEND REINVESTMENT
Common shareholders may participate in the Plan's dividend reinvestment feature
by returning a completed form authorizing the reinvestment in additional
Beneficial common shares of any portion of or all cash dividends on Beneficial
common shares registered in his or her name. If a shareholder specifies partial
or no reinvestment, cash dividends not reinvested will be sent to such
shareholder by check or by direct deposit.
Preferred shareholders may purchase Beneficial common shares by reinvesting all
cash dividends on any Beneficial preferred shares registered in his or her name.
Reinvestment levels may be changed by submitting a new enrollment authorization
form. To be effective with respect to a particular dividend, the new form must
be received by the Plan Administrator on or before the record date for the
dividend.
Beneficial maintains a broad based stock purchase plan for the benefit of its
employees. Under that plan, shares are held by a broker in street name.
Employees owning such shares may participate in the Plan without regard to any
minimum investment otherwise required under the Plan, and even though such
employees are not listed as the record holders of the shares received through
the stock purchase plan.
DIRECT DEPOSIT OF DIVIDENDS
A participant may have any cash dividends not being reinvested paid by direct
deposit to a U.S. bank account by returning a completed direct deposit
authorization form, which will be processed as promptly as practicable.
Participants may change the designated account or discontinue this feature by
giving written instructions to the Plan Administrator on the form designated by
the Plan
10
<PAGE>
Administrator for such purpose. To be effective for a particular dividend, the
Plan Administrator must receive instructions on the proper form for direct
deposit five (5) business days before the record date for the dividend.
A participant's choice to receive dividend payments either by direct deposit or
by check will apply to dividends paid on all common shares on which dividends
are not being reinvested, whether held under the Plan or outside the Plan.
PURCHASE OF BENEFICIAL COMMON SHARES
Timing of Purchases
The Plan Administrator will purchase shares from Beneficial at least once a
week, but may make purchases more frequently, each such purchase date being an
"Investment Date." If any Investment Date would be a day on which the New York
Stock Exchange is not open, purchases will be made on the next business day.
Purchases may be processed daily when practicable and will be made as soon as
practicable after an investment is received. Funds will be returned if they are
not able to be invested within 35 days of receipt. An investor will be
considered a shareholder as of his or her Investment Date.
Dividends will be invested promptly after receipt by the Plan Administrator and
within 30 days after receipt, except where necessary to comply with federal
securities laws.
Cost of Beneficial Common Shares
The cost to each participant of common shares purchased from Beneficial through
the Plan will be the average of the high and low prices of Beneficial common
shares on the related Investment Date or dividend payment date, based on the
reported prices as shown in a summary of composite transactions in stocks listed
on the New York Stock Exchange. Pricing will occur as of the end of the day that
is the Investment Date.
Number of Shares Allocated to Participants' Accounts
The number of shares to be purchased will depend on the amount of any dividend
or cash payment, the cost per share and any applicable fees or taxes withheld.
The account of each participant will be credited with the number of shares equal
to the amount of the participant's dividend or cash payment minus any fees paid
by the participant and any relevant taxes, divided by the cost per share.
All fractional shares may be rounded to three decimal places and are credited to
the participant's account in the same manner as whole shares.
11
<PAGE>
Source of Shares Purchased
Shares to be purchased will be original issue shares.
SALE OF BENEFICIAL COMMON SHARES
Participants may sell any number of shares held in the participant's account by
calling or writing the Plan Administrator. A request to sell all shares in the
account will be treated as complete withdrawal from the Plan.
The Plan Administrator will send the participant the proceeds of the sale, less
any related brokerage commission (currently $.12 per share), fee (currently $15
per sale), any applicable taxes and any other costs of sale. Proceeds will be
sent by check only. The Plan Administrator will attempt to sell shares on the
day of receipt if reasonably practicable, if the sale request is received no
later than 1:00 p.m. Eastern time on a day on which the Plan Administrator and
the New York Stock Exchange are open for business. The sale price for shares
sold for a participant will be the average price per share of all shares sold on
that day.
Also, participants may request that stock certificates be sent to them, which
they may then sell through their own bank or broker.
Sales will be made in the open market through a registered broker designated by
the Plan Administrator.
A participant may continue to reinvest cash dividends on remaining shares even
though some shares have been sold or transferred, regardless of whether the
shares are held under the Plan, by the participant in certificate form, or both.
WITHDRAWAL FROM THE PLAN
Complete Withdrawal
Upon complete withdrawal, a certificate for the whole shares held for a
participant will be sent to the participant with a check in payment of any
fraction of a share. Fractions of shares will be valued at the sale price for
the fractional share less any related brokerage commission, fee, any applicable
taxes and any other costs of sale.
Upon request, the Plan Administator will sell some or all of the shares held in
a participant's account and send the proceeds to the participant, less any
related brokerage commission, fee, any
12
<PAGE>
applicable taxes and any other costs of sale. If a participant withdraws
completely by selling all of his or her common shares, future participation
would require the same fee as if that participation were an initial purchase.
If a notice of complete withdrawal is received on or after a dividend record
date but before the related dividend payment date, the withdrawal will be
processed as described above. If the participant was reinvesting dividends on
the shares withdrawn, a dividend check will be mailed to the participant instead
of being reinvested in Beneficial common shares pursuant to the Plan.
Thereafter, dividends on common share certificates will continue to be paid by
check or by direct deposit.
Partial Withdrawal
A participant may withdraw a portion of his or her shares representing a whole
number of Beneficial common shares by submitting the designated form to or
calling the Plan Administrator. A certificate for the whole shares will be sent
to the participant. Upon request, the Plan Administrator will sell some of the
shares held in a participant's account and send the proceeds to the participant,
less any related brokerage commission, fee, any applicable taxes and any other
costs of sale.
Certificates for Beneficial Common Shares
Upon withdrawal, certificates will be issued in the name or names in which the
account is registered, unless the participant gives different instructions. If
another name is used, the signature(s) on the instructions or stock power must
be Medallion Guaranteed by a financial institution participating in the
Medallion Guarantee program, and the participant must submit any additional
documentation requested by the Plan Administrator. The Medallion Guarantee
program is designed to ensure that the individual is in fact the registered
owner of the shares being transferred. No certificates will be issued for
fractional shares.
CERTIFICATE SAFEKEEPING
General
Any person who holds certificates for Beneficial common shares may have the Plan
Administrator hold them for safekeeping. To do so, such person must send his or
her Beneficial common share certificate(s) to the Plan Administrator together
with a properly completed enrollment form, transaction form (which is attached
to each account statement) or such other form designed by the Plan
Administrator. Certificates must be registered in the same name as the
participant's account and should be accompanied by instructions directing the
deposit of the certificates for safekeeping. Once deposited, these shares will
be registered in the name of the shareholder and held for such
13
<PAGE>
person in book-entry form along with any other shares in the participant's
account, and may be sold and/or withdrawn as described above. For those who
participate in dividend reinvestment, dividends on deposited shares will be
reinvested according to the account instructions, unless contrary instructions
are received.
CERTIFICATES SHOULD NOT BE ENDORSED. The participant bears the risk of loss in
sending stock certificates to the Plan Administrator for safekeeping. If a
shareholder does not use the pre-addressed envelopes mentioned below under "Mail
Insurance," it is recommended that unendorsed certificates be sent by registered
mail, return receipt requested, and insured for possible mail loss for 2% of the
market value, with a minimum of $20.00; this represents the replacement cost to
the shareholder if the certificates are lost. Whenever certificates are issued
upon request of the participant or upon termination of participation, new,
differently numbered certificates will be issued.
Mail Insurance
To insure against loss resulting from mailing certificates to the Plan
Administrator, the Plan provides for mail insurance free of charge for
certificates with current market value of up to $25,000. To be eligible for mail
insurance, certificates must be mailed first-class in brown, pre-addressed,
return envelopes available from the Plan Administrator.
The Plan Administrator must be notified of any lost certificate claim within 30
calendar days of the date the certificates were mailed. To submit a claim, a
shareholder must be a current participant or the shareholder's loss must be
incurred in connection with becoming a participant. In the latter case, the
claimant must enroll in the Plan at the time the insurance claim is processed.
The maximum insurance protection provided is $25,000 and coverage is available
only when the certificate(s) are sent to the Plan Administrator in accordance
with the guidelines described above. Insurance covers the replacement of shares,
but in no way protects against any loss resulting from fluctuations in the value
of shares.
The participant will receive a statement confirming each deposit of
certificates.
GIFTS AND TRANSFERS OF SHARES
Any participant may transfer a whole number of Beneficial common shares or the
participant's entire account balance, including fractional shares, to another
person's account, whether by gift, private sale or otherwise, without charge, by
following the instructions of the Plan Administrator and providing the
documentation requested by the Plan Administrator.
After each transfer, the transferee will receive a statement from the Plan
Administrator advising of the transfer and reflecting the number of shares
transferred.
14
<PAGE>
The transferring participant will cease to be credited with dividends on the
transferred shares as of any dividend record date on or after the date on which
the transfer is made by the Plan Administrator. Dividends will be treated
according to the transferee's instructions covering his or her Plan account. If
the transferee is not already a participant, the Plan Administrator will open an
account in the name of the transferee according to the instructions of the
transferor and will send the transferee a Prospectus for the Plan. A transferee
who did not previously have an account may not enter transactions or otherwise
have access to the account until the transferee has been sent a Prospectus. If a
transfer is processed between the record date and a dividend payment date, such
dividend will be paid to the transferor.
REPORTS TO PARTICIPANTS
Each Plan participant will receive an annual account statement and each
participant who reinvests dividends will receive a quarterly account statement.
Participants will receive a transaction advice after each cash investment or
sale and a statement after each transfer or deposit of certificates. Statements
and transaction advices should be retained in order to establish the cost basis
of shares purchased under the Plan for tax and other purposes.
Copies of communications sent to Beneficial shareholders, including annual
reports and proxy material, will be sent addressed to the participant's current
address on file with the Plan Administrator. Participants should promptly notify
the Plan Administrator or the Company of any change of address.
FEDERAL INCOME TAX CONSEQUENCES
In the opinion of Beneficial, the federal income tax consequences for Plan
participation are as follows:
(1) Dividends--Dividends are taxed in the same amount and in the same
manner as though the dividends were received by the participant in
cash. Dividends are reported to the participant by the Plan
Administrator on Form 1099-DIV at year-end.
(2) Transaction Costs--The Transaction Costs for purchases (shown on page
6 hereof) will constitute capital costs of such purchases. These costs
include the initial purchase fee and the automatic investment fee. The
Transaction Costs for sales, including the $15.00 fee per sale plus
brokerage commissions, also will constitute capital costs of such
sales. Accordingly, these purchase and sale Transaction Costs will
constitute part of the cost basis of the shares purchased or sold by a
participant. Fees for Returned Checks and Failed Automatic Investments
will constitute miscellaneous investment deductions subject to the 2%
adjusted gross income limit. The amount of such Transaction Costs will
be found on the statements and transaction advices sent to
participants. Participants are advised to retain
15
<PAGE>
statements and transaction advices as they are the only record they
will receive of the Transaction Costs. Transaction Costs, other than
brokerage commissions, paid by Beneficial will have no tax
consequences to the participants.
(3) Sale of Shares--Any participant who sells full or fractional shares
through the Plan will realize gain or loss measured by the difference
between the amount of the cash received (after payment of the
Transaction Costs, applicable taxes and any other costs of sale) and
the participant's basis in such shares. At year-end, the participant
will receive a Form 1099-B from the Plan Administrator showing the
proceeds of the sale and any federal income tax withheld. Such gain or
loss will be capital in character if the shares are a capital asset in
the hands of the participant. Net capital gains currently are taxed at
ordinary income rates for shares sold within one year of purchase, and
under current law at a maximum rate of 28% for shares held for more
than one year. The capital gains holding period for shares held by the
Plan will begin the day after the date the shares are acquired.
(4) Cost or Tax Basis of Plan Shares--The cost or tax basis of shares
purchased under the Plan will be equal to the price at which the
shares are credited by the Plan Administrator to the account of the
participant plus any Transaction Costs or other costs paid by the
participant.
(5) Withdrawal of Certificates--A participant will not realize any taxable
income upon the participant's request for certificates for some or all
shares or upon termination of participation in the Plan or upon
termination of the Plan by Beneficial.
(6) Backup Withholding--Federal law requires that federal income tax be
withheld (commonly called "backup withholding") from dividends and
proceeds from the sale of fractional and full shares payable to
participants who fail to provide the Plan Administrator with their
social security or other tax identification number in the manner
required by law or where the Internal Revenue Service (the "IRS")
notifies the Plan Administrator that backup withholding is required
from the participant. Backup withholding by the Plan Administrator
cannot be refunded. To avoid backup withholding, a participant must
provide the Plan Administrator with a completed copy of substitute
Form W-9 containing the participant's social security or other tax
identification number. A participant may obtain a substitute Form W-9
by requesting one from the Plan Administrator. Any dividend paid to
such participant subsequent to the receipt of the properly completed
substitute Form W-9 will not be subject to backup withholding unless
the IRS notifies the Plan Administrator to the contrary.
(7) Participation by Non-U.S. Person--Where a participant is a Non-U.S.
Person, federal income tax law requires the Plan Administrator to
withhold federal income tax from any dividend payable to such person,
subject to reduction or elimination of the withholding requirements
pursuant to treaties. A Non-U.S. Person is a non-resident alien
individual, a non-resident fiduciary of an estate or trust, a foreign
partnership or a foreign corporation, as to the United
16
<PAGE>
States of America, its territories or possessions. In the case where a
participant is a Non-U.S. Person whose dividends are subject to United
States income tax withholding, the amount of tax withheld, after
taking into account any reductions pursuant to treaties, will be
deducted from the dividends.
Any information reported to a participant on Form 1099-DIV and/or Form 1099-B is
also reported to the IRS.
This summary may not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants are urged to consult
with their tax advisors to determine the particular tax consequences applicable
to them, including the application and effect of foreign, state and local income
and other tax laws including treaty provisions, if applicable. This summary
speaks to the laws and regulations as in effect on the date of this Prospectus
and does not address any changes in such laws or regulations which may occur
after the date of this Prospectus.
ADDITIONAL INFORMATION
Stock Dividends, Stock Splits and Other Distributions on Beneficial Common
Shares
Any Beneficial common shares distributed as a stock dividend or stock split on
both shares held by the participant in stock certificate form outside the Plan
and shares held in a participant's account under the Plan will be added to the
account.
Any other property distributed by Beneficial as a special dividend to
shareholders will be distributed pro rata directly to participants.
If a participant elects partial dividend reinvestment, the Plan Administrator
will adjust such participant's election so that he or she continues to receive
approximately the same amount of cash dividends as before the split.
Certificates for Plan Shares
Beneficial common shares purchased or deposited under the Plan will be held by
the Plan Administrator in book-entry form. Certificates for any number of whole
shares will be delivered to a participant upon request. After a certificate is
issued, any remaining full or fractional shares will remain in the account.
Certificates for fractions of shares will not be issued. Unless a participant
advises the Plan Administrator to the contrary, dividends will continue to be
reinvested on shares withdrawn in certificate form, if dividends were being
reinvested on such shares while in the account.
17
<PAGE>
Voting of Proxies
Whole shares held under the Plan may be voted in person at a meeting of
shareholders or by proxy. Proxies will be solicited from the Plan participants
by Beneficial's Board of Directors for any whole Beneficial common shares held
under the Plan.
Effect of Partial Sale or Partial Transfer of Beneficial Common Shares on
Dividend Treatment
A participant may continue to receive in cash or reinvest dividends on his or
her remaining Beneficial common shares even though some have been sold or
transferred.
Limitation of Liability
Beneficial and the Plan Administrator, in administering the Plan and in making
sales of Beneficial common shares in the open market or in making purchases from
Beneficial pursuant to the Plan, will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising from: (i) failure to terminate a Plan participant's
account upon such participant's death prior to receipt of written notice of such
death; (ii) the times and prices at which Beneficial common shares are purchased
or sold for a participant's account; or (iii) fluctuations in the market price
of Beneficial common shares. Participants should recognize that neither
Beneficial nor the Plan Administrator can assure them of a profit or protect
them against a loss or depreciation on the shares purchased by them under the
Plan. The payment of dividends will depend upon future earnings of Beneficial,
the financial condition of Beneficial and other factors, and will be declared
solely in the discretion of Beneficial's Board of Directors. The amount and
timing of dividends may be changed at any time without notice.
Suspension, Modification or Termination of Plan
Beneficial may suspend, modify or terminate the Plan at any time and notice of
such action will be sent to all Plan participants. Upon termination of the Plan,
a certificate for the whole shares (or cash if the participant requests a sale)
will be sent to the participant, with a cash payment for any fraction of a
share. Fractions of shares will be valued at the sale price for fractional
shares less any related brokerage commission, fee, any applicable taxes and any
other costs of sale.
Administration and Interpretations
Beneficial or the Plan Administrator may, in its discretion, prescribe such
provisions and interpretations not inconsistent herewith as it shall deem
necessary or advisable for carrying out the purposes of the Plan, including (but
not limited to) provisions or interpretations necessary to avoid abusive
investment practices.
18
<PAGE>
Transfers Void
Except as specified above, a participant's interest in his or her Plan account
cannot be transferred, alienated, sold, assigned, pledged, encumbered or
changed, and any attempt to do so shall be void.
USE OF PROCEEDS
The net proceeds to be received by Beneficial from the sale of the authorized
but previously unissued shares will be added to the Company's general funds and
applied to reduce short-term debt.
Existing long-term and short-term debt has been incurred primarily to provide
subsidiaries of the Company with funds to carry on their respective businesses.
The Company anticipates that it will be required to obtain additional financing
from time to time to meet the needs of its subsidiaries. The Company has not
experienced, and does not anticipate, any difficulty in obtaining funds at
prevailing rates.
LEGAL MATTERS
The validity of the Beneficial common shares issuable under the Plan has been
passed upon for Beneficial by Scott A. Siebels, Esq., Vice President and
Secretary of Beneficial. Mr. Siebels owns Beneficial common shares as a
participant in employee benefit plans of the Company, has options granted under
Beneficial's Stock Option Plan, and is eligible to participate in the Plan.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1996 have been audited by Deloitte &
Touche LLP, independent public accountants, as stated in their report which is
incorporated by reference and have been so incorporated in reliance on the
report of such firm.
19
<PAGE>
================================================================================
500,000 Shares
[LOGO]
Common Stock
($1 par value)
--------------------------------------------
PROSPECTUS
--------------------------------------------
DIRECT
INVESTMENT PLAN
August , 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Registration Fee..................................... $10,900
Blue Sky expenses.................................... 1,000*
Printing expenses.................................... 11,900*
Legal Fees and expenses.............................. 12,000*
Miscellaneous expenses............................... 22,000*
-------
Total expenses................................. $57,800
=======
*Estimated
Item 15. Indemnification of Directors and Officers
Article IX of the By-Laws of the Company provides for indemnification of
directors, officers and employees of the Company 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
person 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 Company, 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 Company, 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 Company.
In addition, Article X to the Company's Restated Certificate of Incorporation
limits the right of shareholders of the Company, and the right of the Company
itself, to sue and recover from the directors monetary damages for acts of
negligence, including gross negligence, for breach of 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 Company 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 shareholders; (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 Company and its shareholders retain the right to pursue equitable remedies
against the directors, such as an injunction or rescission of a contract.
The Company 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, 1998,
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 Company 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
II-1
<PAGE>
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 Company 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 Company, the
Company has the burden of proof to establish that a director who has requested
indemnification is not entitled to it.
As permitted by the Employee Retirement Income Security Act of 1974, the Company
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.
Item 16. Exhibits
An Exhibit Index has been filed on page II-6 hereof.
Item 17. Undertakings
A. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
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 and 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
20 percent 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
(A)(1)(i) and (A)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs
is contained in the periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registration's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the 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 Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the Requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wilmington, Delaware, on the 13th day of August, 1997.
BENEFICIAL CORPORATION
By /s/ James H. Gilliam, Jr.
--------------------------------
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 and on the date indicated:
Signature Title Date
--------- ----- ----
*
- ------------------------- Chairman of the Board August 13, 1997
(Finn M. W. Caspersen) of Directors and Chief Executive
Officer and Director
(Principal Executive Officer)
*
- ------------------------- Member of the Office of August 13, 1997
(Andrew C. Halvorsen) the President, Chief Financial
Officer and Director
(Principal Financial Officer)
*
- ------------------------- Senior Vice President August 13, 1997
(Ronald E. Bombolis) and Controller
(Principal Accounting Officer)
*
- ------------------------- Director August 13, 1997
(Robert J. Callander)
*
- ------------------------- Director August 13, 1997
(Robert C. Clark)
*
- ------------------------- Director August 13, 1997
(Leonard S. Coleman, Jr.)
*
- ------------------------- Director August 13, 1997
(David J. Farris)
/s/ James H. Gilliam, Jr.
- ------------------------- Director August 13, 1997
(James H. Gilliam, Jr.)
*
- ------------------------- Director August 13, 1997
(Roland A. Hernandez)
II-4
<PAGE>
*
- ------------------------- Director August 13, 1997
(J. Robert Hillier)
*
- ------------------------- Director August 13, 1997
(Gerald L. Holm)
*
- ------------------------- Director August 13, 1997
(Thomas H. Kean)
*
- ------------------------- Director August 13, 1997
(Steven Muller)
*
- ------------------------- Director August 13, 1997
(Susan Julia Ross)
*
- ------------------------- Director August 13, 1997
(Robert A. Tucker)
*
- ------------------------- Director August 13, 1997
(Susan M. Wachter)
*
- ------------------------- Director August 13, 1997
(Charles H. Watts, II)
* James H. Gilliam, Jr., pursuant to Powers of Attorney executed by each of
the officers and directors indicated above and filed as Exhibit 24 hereto, by
signing his name hereto does hereby sign and execute this Registration Statement
on behalf of each such officer and director.
/s/ James H. Gilliam, Jr.
------------------------------------
James H. Gilliam, Jr.
Date August 13, 1997
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Copy of the Company; Restated Certificate of Incorporation, as
amended, is incorporated by reference to Exhibit 3.1 of the Annual
Report on Form 10-K for the year ended December 31, 1994.
4.2 Copy of the Company's By-Laws, as amended, is incorporated by
reference to Exhibit 3.2 of the Annual Report on Form 10-K for the
year ended December 31, 1990.
5 Opinion of Scott A. Siebels, Esq., Vice President Corporate Secretary
and Associate Counsel of Beneficial Corporation as to the legality of
the securities being registered, including consent.
10.1 Plan, set forth in full in prospectus.
23.1 Consent of Scott A. Siebels (included in Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney of certain officers and directors.
II-6
EXHIBIT 5
BENEFICIAL CORPORATION
One Christina Center, 301 North Walnut Street
Wilmington, DE 19801
August 11, 1997
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-3 ("Registration
Statement") of Beneficial Corporation (the "Corporation") relating to the
registration of 500,000 shares of the Corporation's common stock, par value
$1.00 per share ("common stock"), which are to be offered pursuant to the
Beneficial Corporation Direct Investment Plan (the "Plan").
I am Vice President, Corporate Secretary and Associate Counsel of the
Corporation, and 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 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.
Yours very truly,
/s/ Scott A. Siebels
Scott A. Siebels
Vice President, Corporate
Secretary and Associate
Counsel
EXHIBIT 23.2
CONSENT
The Board of Directors of
BENEFICIAL CORPORATION:
We consent to the incorporation by reference in this Registration Statement of
Beneficial Corporation on Form S-3 of our report dated January 28, 1997,
appearing in the Annual Report on Form 10-K of Beneficial Corporation for the
year ended December 31, 1996 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Parsippany, New Jersey
August 13, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, RONALD E. BOMBOLIS, Senior Vice
President and Controller of Beneficial Corporation, a corporation organized
under the laws of the State of Delaware (the "Corporation"), hereby constitute
and appoint ANDREW C. HALVORSEN and JAMES H. GILLIAM, JR. and either 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-3 (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 500,000 shares of
the Corporation's Common Stock authorized to be issued or sold pursuant to the
Beneficial Corporation Shareholder Investment Program, granting unto said
attorneys-in-fact, and either 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 present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of July,
1997.
/s/ Ronald E. Bombolis
------------------------------
RONALD E. BOMBOLIS
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Robert J. Callander
------------------------------
ROBERT J. CALLANDER
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, FINN M.W. CASPERSEN, Chairman of
the Board of Directors, Chief Executive Officer and 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-3 (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 500,000 shares of the Corporation's Common Stock authorized to be
issued or sold pursuant to the Beneficial Corporation Shareholder Investment
Program, 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 present, 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 21st day of July,
1997.
/s/ Finn M.W. Caspersen
------------------------------
FINN M. W. CASPERSEN
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, ROBERT C. CLARK, 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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Robert J. Clark
------------------------------
ROBERT J. CLARK
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, LEONARD S. COLEMAN, 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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 21st of May, 1997.
/s/ Leonard S. Coleman
------------------------------
LEONARD S. COLEMAN
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 21st day of July,
1997.
/s/ David J. Farris
------------------------------
DAVID J. FARRIS
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, ANDREW C. HALVORSEN, Member of the
Office of the President, Chief Financial Officer and a Director of Beneficial
Corporation, a corporation organized under the laws of the State of Delaware
(the "Corporation"), hereby constitute and appoint JAMES H. GILLIAM, JR. And
RONALD E. BOMBOLIS, and either 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-3 (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 500,000 shares of the Corporation's Common Stock authorized to be
issued or sold pursuant to the Beneficial Corporation Shareholder Investment
Program, granting unto said attorneys-in-fact, and either 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 present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 21st day of July,
1997.
/s/ Andrew C. Halvorsen
------------------------------
ANDREW C. HALVORSEN
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Roland A. Hernandez
------------------------------
ROLAND A. HERNANDEZ
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ J. Robert Hillier
------------------------------
J. ROBERT HILLIER
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Gerald L. Holm
------------------------------
GERALD L. HOLM
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Thomas H. Kean
------------------------------
THOMAS H. KEAN
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Steven Muller
------------------------------
STEVEN MULLER
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Susan Julia Ross
------------------------------
SUSAN JULIA ROSS
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: THAT I, ROBERT A. TUCKER, 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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Robert A. Tucker
------------------------------
ROBERT A. TUCKER
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Susan M. Wachter
------------------------------
SUSAN M. WACHTER
<PAGE>
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-3 (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 500,000 shares of the Corporation's Common Stock
authorized to be issued or sold pursuant to the Beneficial Corporation
Shareholder Investment Program, 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 present,
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 22nd day of May, 1997.
/s/ Charles H. Watts, II
------------------------------
CHARLES H. WATTS, II
