As filed with the Securities and Exchange Commission on October 2nd, 2001
Registration No. ____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8 |
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REGISTRATION STATEMENT |
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Under |
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THE SECURITIES ACT OF 1933 |
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HOUSEHOLD INTERNATIONAL, INC. |
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Delaware |
36-3121988 |
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(I.R.S. Employer Identification No.) |
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2700 Sanders Road, Prospect Heights, Illinois 60070 |
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(Address of principal executive offices) (Zip Code) |
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HFC Bank plc Profit Sharing Scheme |
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(Full title of the Plan) |
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PATRICK D. SCHWARTZ, ESQ. |
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Assistant General Counsel and Assistant Secretary |
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Household International, Inc. |
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2700 Sanders Road, Prospect Heights, Illinois 60070 |
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(847) 564-6301 |
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CALCULATION OF REGISTRATION FEE
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Title of |
Amount |
Proposed |
Proposed |
Amount of |
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Common Stock, |
65,295 shares |
Not applicable |
$3,653,255.25 |
$913.31 |
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) The proposed maximum aggregate offering price and the amount of the registration fee are estimated pursuant to rule 457(h) based upon the average of the high and low prices ($55.95) reported for the Common Stock on the New York Stock Exchange Composite Tape on September 28, 2001.
This Registration Statement shall become effective immediately upon filing in accordance with Rule 462(a) of the Securities Act of 1933.
The contents of Registration Statement 333-36589 are hereby incorporated by reference.
Item 8. Exhibits.
5 Opinion of John W. Blenke, Vice President-Corporate Law and Assistant Secretary of Household International, Inc.
23.1 Consent of John W. Blenke, Vice President-Corporate Law and Assistant Secretary of Household International, Inc. is contained in his opinion filed as Exhibit 5 hereto.
23.2 Consent of Arthur Andersen LLP, Certified Public Accountants
24 Power of Attorney is set forth on page II-3 of this Registration Statement.
Page II -2
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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Prospect Heights, and State of Illinois, on the 2nd day of October, 2001.
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Household International, Inc. |
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By: /s/ William F. Aldinger |
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William F. Aldinger |
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Chairman and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints J. W. Blenke, P.D. Schwartz and J. S. VanderLinde and each or any of them (with full power to act alone), as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her in his/her name, place and stead, in any and all capacities, to sign and file, with the Securities and Exchange Commission, any and all amendments (including post-effective amendments) to the Registration Statement, granting unto each such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the 2nd day of October, 2001.
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Signature |
Title |
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/s/ William F. Aldinger (William F. Aldinger) |
Chairman,Chief Executive Officer and Director |
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/s/ Robert J. Darnall |
Director |
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/s/ Gary G. Dillon (Gary G. Dillon) |
Director |
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/s/ Anthea Disney |
Director |
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/s/ John A. Edwardson |
Director |
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/s/ Mary J. Evans |
Director |
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/s/ Dudley Fishburn |
Director |
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__________________ |
Director |
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/s/ James H. Gilliam Jr. |
Director |
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/s/ Louis E. Levy |
Director |
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/s/ George A. Lorch |
Director |
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/s/ John D. Nichols |
Director |
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/s/ James B. Pitblado |
Director |
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/s/ Laree M. Renda |
Director |
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/s/ S. Jay Stewart |
Director |
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/s/ Louis W. Sullivan, M.D. |
Director |
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/s/ David A. Schoenholz |
Group Executive -- Chief Financial Officer |
The Registrant reasonably believes that the security rating to be assigned to the Securities registered hereunder will make the Securities "investment grade securities" pursuant to Transaction Requirement B-2 of Form S-3.
Page II-3
Exhibits 5
and 23.1
October 2, 2001
Household International, Inc.
2700 Sanders Road
Prospect Heights, Illinois 60070
RE: HFC Bank plc Profit Sharing Scheme Registration Statement on Form S-8
Ladies and Gentlemen:
As Vice President-Corporate Law and Assistant Secretary of Household International, Inc. (the "Company"), I am generally familiar with the proceedings in connection with the Company's Registration Statement on Form S-8 in which shares of the Company's Common Stock ($1.00 par value per share) offered pursuant to the HFC Bank plc Profit Sharing Scheme are being registered under the Securities Act of 1933, as amended (the "Act"). In accordance with the foregoing, I have examined such corporate records, certificates, public documents and other documents, and have reviewed such questions of law, as considered necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, it is my opinion that:
1. The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of Delaware.
2. The shares of Common Stock have been duly authorized by the Company, and when (i) the registration statement on Form S-8 by the Company with respect to the shares of Common Stock (the "Registration Statement") shall have been filed with the Securities and Exchange Commission under the Act and (ii) shares of the Company's Common Stock are distributed pursuant to the Plan, such shares will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving said consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ John W. Blenke
John W. Blenke
Vice President -Corporate Law
and Assistant Secretary
JWB:kr
u:\law\corp\espp\exhibit.5
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Household International, Inc.
HFC Bank plc Profit Sharing Scheme:
As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, relating to the offering of up to 65,295 shares of Common Stock, Par Value $1 per Share, filed with the Securities and Exchange Commission on or about October 2, 2001, of our report dated January 15, 2001, included in Household International, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000, and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
October 2, 2001