BENEFICIAL CORP
8-K, 1998-02-17
PERSONAL CREDIT INSTITUTIONS
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                                                                       Conformed



                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549

                                    Form 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

 Date of Report (date of earliest event reported) February 17, 1998


                             Beneficial Corporation
             (Exact name of registrant as specified in its charter)


            Delaware                1-1177             51-0003820
    (State or other jurisdic-    (Commission         (IRS Employer
    tion of incorporation)       File Number)     Identification No.)



    301 North Walnut Street, Wilmington, Delaware           19801
    (Address of principal executive offices)             (Zip Code)


    Registrant's telephone number, including area code (302)425-2500


                                    No Change
         (Former name or former address, if changed since last report)





    Item 5.  Other Events.

              The  following  is the  text  of a  press  release  of  Beneficial
    Corporation, issued on February 17, 1998:




    BENEFICIAL CORPORATION (Wilmington,  Delaware) - The attached special letter
    was sent today to the  shareholders  of Beneficial  Corporation by Finn M.W.
    Caspersen,  Chairman and Chief Executive Officer, following a meeting of the
    Company's Board of Directors.

                               - Letter Follows -


    February 17, 1998


    To Our Shareholders:

    In October of last year, we announced  your  management  together with their
    outside   independent   advisors  had   completed  a  strategic   review  of
    Beneficial's  businesses  and concluded we could  significantly  enhance the
    return to the Company's  shareholders  by focusing on those  businesses with
    the highest potential returns and growth - our core U.S. consumer  financial
    services businesses,  including consumer finance,  related credit insurance,
    private-label  credit card,  and tax refund  lending,  as well as our highly
    profitable United Kingdom and Irish operations.

    In this connection, we announced we would take several very important steps:
    the sale of our  Canadian  and German  consumer  finance  subsidiaries;  the
    divestiture  of certain  real estate  holdings in Peapack,  New Jersey,  and
    Tampa,  Florida; the repurchase of up to 3.0 million shares of common stock;
    and a significant reengineering of our loan office system.

    Last week we announced a definitive  agreement  for the sale of our Canadian
    subsidiary,  Beneficial  Canada Holdings,  Inc., to Associates First Capital
    Corporation  and that we  expected  a net  after  tax gain of more than $100
    million on the sale in the first quarter.  In January, we likewise announced
    the  signing  of an  agreement  for sale of 580  acres of land in  Peapack -
    Gladstone and  Bedminster,  New Jersey.  Significant  parcels of residential
    real estate on Harbour Island, our Tampa,  Florida,  real estate investment,
    have also been sold and we are currently negotiating sales for amounts at or
    above book  value for all of the  remaining  residential  real  estate.  The
    reengineering  project is also well under way and the technological  changes
    being  undertaken  are  expected  to  improve  overall  systems  performance
    significantly,  providing  more  responsive  technology  for the loan office
    staff, allowing more time to sell new loan products.

 ................................................................................
    With the success of our strategy to date - particularly the agreement
    for the sale of our Canadian subsidiary - your Board of Directors today
    considered further steps which could be undertaken to enhance value for
    you, our shareholders, and authorized your Company's management and our
    financial advisors, Goldman Sachs and Merrill Lynch, to evaluate
    thoroughly the full range of tactical and strategic alternatives that
    would enable us to achieve that objective.  These alternatives may
    include, among other things, continuing to pursue or modifying the
    current strategy, the merger or other business combination or strategic
    alliance with another entity, or the sale of the Company.  Obviously,
    at this point we cannot predict the outcome of the process, nor which,
    if any, of the alternatives will be recommended.  We can, however,
    assure you of a comprehensive effort to identify and pursue the most
    meaningful and advantageous course for the Company and all of its
    shareholders.

    We are proud of what has been achieved at  Beneficial  over the years and we
    are  committed  to  taking  whatever   actions  will  deliver  to  you,  our
    shareholders,  the greatest return on your investment. We will inform you of
    important developments promptly.


    Sincerely,



    Finn M.W. Caspersen





                                   SIGNATURES

              Pursuant to the  requirements  of the  Securities  Exchange Act of
    1934,  the registrant has duly caused this report to be signed on its behalf
    by the undersigned hereunto duly authorized.


                                       BENEFICIAL CORPORATION
                                            (Registrant)


                                  By /s/ Samuel F. McMillan
                                     Samuel F. McMillan
                                     Senior Vice President
                                       and Treasurer

    Dated:  February 17, 1998


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