-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RnSbBeXdxYoXh/u1YP29y1iwHmTAT5YiY1f49AXoSsrvrEQ1k6RZlv1RLosYL1Gp ZTSGhYXp60LLyHNgwuLI1w== 0000898822-02-001353.txt : 20021114 0000898822-02-001353.hdr.sgml : 20021114 20021114170319 ACCESSION NUMBER: 0000898822-02-001353 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOUSEHOLD INTERNATIONAL INC CENTRAL INDEX KEY: 0000354964 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 363121988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08198 FILM NUMBER: 02826018 BUSINESS ADDRESS: STREET 1: 2700 SANDERS RD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 BUSINESS PHONE: 8475645000 MAIL ADDRESS: STREET 1: 2700 SANDERS ROAD CITY: PROSPECT HEIGHTS STATE: IL ZIP: 60070 8-A12B/A 1 november14form8aa.txt AMENDMENT NO. 1 TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ FORM 8-A/A AMENDMENT NO. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HOUSEHOLD INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 36-3121988 (State of Incorporation or Organization) (IRS Employer Identification Number) 2700 SANDERS ROAD PROSPECT HEIGHTS, ILLINOIS 60070 (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: [ ] Securities Act registration statement file number to which this form relates: N/A Securities to be registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Title of Each Class to be so Registered Each Class is to be Registered - ----------------------------------------- -------------------------------- Preferred Share Purchase Rights New York Stock Exchange Chicago Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of Class) Household International, Inc. a Delaware corporation (the "Company"), amends and restates in their entirety Items 1 and 2 of its registration statement on Form 8-A (File No. 001-08198), filed with the Securities and Exchange Commission on July 11, 1996. The Company and Harris Trust and Savings Bank, as rights agent (the "Rights Agent"), have entered into Amendment No. 1, dated as of November 13, 2002, to the Rights Agreement, dated as of July 9, 1996, between the Company and the Rights Agent, in connection with the execution of the Agreement and Plan of Merger, dated as of November 14, 2002, by and among HSBC Holdings plc, a public limited company incorporated in England and Wales ("Parent"), the Company and H2 Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent. ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. On July 9, 1996, the Board of Directors of Household International, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $1.00 per share (the "Common Shares"), of the Company. The dividend was payable on July 29, 1996 (the "Record Date") to the stockholders of record on that date. The description and terms of the Rights are set forth in a Rights Agreement, dated July 9, 1996 (the "Rights Agreement"), between the Company and Harris Trust and Savings Bank, as rights agent (the "Rights Agent"). In 1998, the Company effected a three-for-one split of the Common Shares in the form of a dividend, issued on June 1, 1998 to stockholders of record as of May 14, 1998. Accordingly, the description of the Rights in this Form 8-A/A includes the effect of such stock split. On November 14, 2002, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among HSBC Holdings plc, a public limited company incorporated in England and Wales ("Parent"), the Company and H2 Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). In connection with and as contemplated by the Merger Agreement, the Company entered into Amendment No. 1, dated as of November 13, 2002, to the Rights Agreement ("Amendment No. 1"). Each Right entitles the registered holder to purchase from the Company one three-thousandth of a share of Series A Junior Participating Preferred Stock, without par value (the "Preferred Shares"), of the Company at a price of $100.00 per one three-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") have acquired beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares (the earlier of such dates being the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this Summary of Rights attached thereto. Neither Parent nor any of its subsidiaries shall be deemed to be an Acquiring Person by virtue of (i) the execution and delivery of the Merger Agreement, (ii) the conversion of Common Shares into the right to receive the Common Merger Consideration (as defined in the Merger Agreement) in accordance with Section 3.1(a) of the Merger Agreement, or (iii) the consummation of the Merger (as defined in the Merger Agreement) or any of the transactions contemplated by the Merger Agreement (each of the events described clauses (i) to (iii), an "Exempt Event"). A Distribution Date will not be deemed to have occurred as a result of the occurrence of any Exempt Event. The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire at the earlier of (i) the time immediately prior to the consummation of the Merger (as defined in the Merger Agreement) and (ii) July 31, 2006 (the "Final Expiration Date"), unless the Final Expiration Date is extended or unless the Rights are earlier redeemed or exchanged by the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then-current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one three-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $3 per share but will be entitled to an aggregate dividend of 3,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $3,000 per share but will be entitled to an aggregate payment of 3,000 times the payment made per Common Share. Each Preferred Share will have 3,000 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 3,000 times the amount received per Common Share. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one three-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that the Company is acquired in a merger or other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction will have a market value of two times the exercise price of the Right. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, proper provision shall be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. At any time after any person or group becomes an Acquiring Person and prior to the acquisition by such person or group of 50% or more of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which will have become void), in whole or in part, at an exchange ratio of one Common Share, or one thousandth of a Preferred Share (or of a share of a class or series of the Company's preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one three-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading day prior to the date of exercise. At any time prior to the acquisition by a person or group of affiliated or associated persons of beneficial ownership of 15% or more of the outstanding Common Shares, the Board of Directors of the Company may redeem the Rights, in whole but not in part, at a price of $.0033 per Right (the "Redemption Price"). The redemption of the Rights may be made effective at such time on such basis with such conditions as the Board of Directors, in its sole discretion, may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. The terms of the Rights may be amended by the Board of Directors of the Company without the consent of the holders of the Rights, including an amendment to lower certain thresholds described above to not less than the greater of (i) the sum of .001% and the largest percentage of the outstanding Common Shares then known to the Company to be beneficially owned by any person or group of affiliated or associated persons and (ii) 10%, except that from and after such time as any person or group of affiliated or associated persons becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Copies of the Rights Agreement and of Amendment No.1 have been filed as Exhibits hereto. This summary description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement and Amendment No. 1, each of which is hereby incorporated herein by reference. ITEM 2. EXHIBITS. 4.1 Rights Agreement, dated as of July 9, 1996, between the Company and Harris Trust and Savings Bank, as rights agent, which includes, as exhibits thereto: (i) the form of the Certificate of Designations of the Series A Junior Participating Preferred Stock of Household International, Inc.; (ii) the form of the Right Certificate; and (iii) the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A filed on July 7, 1996.). 4.2 Amendment No. 1 to the Rights Agreement, dated as of November 13, 2002, between the Company and Harris Trust and Savings Bank, as rights agent.* * Filed herewith. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. HOUSEHOLD INTERNATIONAL, INC. By: /s/ John W. Blenke --------------------------- Name: John W. Blenke Title: Vice President - Group General Counsel and Assistant Secretary Dated: November 14, 2002 EXHIBIT LIST No. Description 4.1 Rights Agreement, dated as of July 9, 1996, between the Company and Harris Trust and Savings Bank, as rights agent, which includes, as exhibits thereto: (i) the form of the Certificate of Designations of the Series A Junior Participating Preferred Stock of Household International, Inc.; (ii) the form of the Right Certificate; and (iii) the Summary of Rights to Purchase Preferred Shares. (Incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form 8-A filed on July 7, 1996.). 4.2 Amendment No. 1 to the Rights Agreement, dated as of November 13, 2002, between the Company and Harris Trust and Savings Bank, as rights agent.* * Filed herewith. EX-4 3 nov14amendmentrightsplan.txt EXHIBIT 4.2 - AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 4.2 CONFORMED COPY AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT No. 1 (this "Amendment"), dated as of November 13, 2002, to the Rights Agreement (the "Rights Agreement"), dated as of July 9, 1996, between HOUSEHOLD INTERNATIONAL, INC., a Delaware corporation (the "Company") and HARRIS TRUST AND SAVINGS BANK, as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and WHEREAS, the Company intends to enter into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement"), dated as of November 14, 2002, by and among HSBC Holdings, plc, a public limited company incorporated in England and Wales ("Parent"), the Company and H2 Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub") (all capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement); and WHEREAS, the Board of Directors has (i) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger Agreement and (iii) recommended that the Merger Agreement be adopted by the holders of Company Common Shares; and WHEREAS, on November 12, 2002, the Board of Directors has found that it is in the best interests of the Company and its stockholders, and has deemed it necessary and desirable, to amend the Rights Agreement to exempt the Merger Agreement and the transactions contemplated thereby from the application of the Rights Agreement and has authorized the entering into of this Amendment. NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows: 1. Section 1(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as follows: "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of Common Shares of the Company outstanding, increases the proportionate number of Common Shares of the Company beneficially owned by such Person to 15% or more of the Common Shares of the Company then outstanding; PROVIDED, HOWEVER, that, if a Person shall become the Beneficial Owner of 15% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person." Notwithstanding the foregoing, (i) if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of Common Shares so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement and (ii) neither HSBC Holdings, plc, a public limited company incorporated in England and Wales ("Parent") nor any of its subsidiaries shall be deemed to be an Acquiring Person by virtue of: (A) the execution and delivery of the Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement") entered into as of November 14, 2002, by and among Parent, the Company and H2 Acquisition Corporation, (B) the conversion of Common Shares into the right to receive the Common Merger Consideration (as defined in the Merger Agreement) in accordance with Section 3.1(a) of the Merger Agreement, or (C) the consummation of the Merger (as defined in the Merger Agreement) or any of the transactions contemplated by the Merger Agreement (each of the events set forth in foregoing clauses (A) to (C), an "Exempt Event"). 2. Section 1(z) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: "No Exempt Event shall cause a Shares Acquisition Date." 3. Section 3(a) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, no Exempt Event shall cause a Distribution Date." 4. Section 7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as follows: The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one thousandth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the time immediately prior to the consummation of the Merger (as defined in the Merger Agreement), (ii) the Close of Business on July 31, 2006 (the "Final Expiration Date"), (iii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date"), or (iv) the time at which such Rights are exchanged as provided in Section 24 hereof. 5. Section 29 of the Rights Agreement is hereby modified and amended to add the following sentence at the end thereof: "Notwithstanding the foregoing, nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with any transactions contemplated by the Merger Agreement." 6. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. * * * [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above. Attest: HOUSEHOLD INTERNATIONAL, INC. By /s/ Patrick D. Schwartz By /s/ John W. Blenke --------------------------------- ---------------------------- Name: Patrick D. Schwartz Name: John W. Blenke Title: Assistant Secretary Title: Vice President - Group General and Assistant Secretary HARRIS TRUST AND SAVINGS BANK Attest: (As Rights Agent) By /s/ Marlene Berger By /s/ Martin J. McHale ----------------------------------- ---------------------------- Name: Marlene Berger Name: Martin C. McHale Title: Administrative Assistant Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----