-----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, DJ5pjX0ZrBlPhcsV041ysq9n66IJJFrx+Su8t7jEEmVL1HavKJtdDF/4uoNhyb5P 3SDiLfzz6UGVnlqc9QMIkg== 0000898822-03-000288.txt : 20030328 0000898822-03-000288.hdr.sgml : 20030328 20030328172253 ACCESSION NUMBER: 0000898822-03-000288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030328 ITEM INFORMATION: Other events FILED AS OF DATE: 20030328 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08198 FILM NUMBER: 03626347 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-K 1 mar28form8k2.txt FORM 8-K 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 March 28, 2003 (Date of Earliest Event Reported) HOUSEHOLD INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-08198 36-3121988 (State or other (Commission File Number) (IRS Employer Jurisdiction Identification of incorporation) Number) 2700 Sanders Road, Prospect Heights, Illinois 60070 (Address of principal executive offices, including Zip Code) (847) 564-5000 (Registrant's telephone number, including area code) ITEM 5 - OTHER EVENTS. On March 28, 2003, Household International, Inc. a Delaware corporation ("Household") merged with and into a wholly owned subsidiary of HSBC Holdings, plc, a public limited company incorporated in England and Wales ("HSBC"). As a result of the merger, Household became a wholly owned subsidiary of HSBC. In the merger, among other things, each share of Household common stock, par value $1.00 per share, has been converted into the right to receive, at the holder's election, either 2.675 ordinary shares of HSBC, of nominal value $0.50 each ("HSBC Ordinary Shares"), or 0.535 American depositary shares, each representing an interest in five HSBC Ordinary Shares and each depositary share representing, respectively, one-fortieth of a share of 8-1/4% cumulative preferred stock, Series 1992-A, one-fortieth of a share of 7.50% cumulative preferred stock, Series 2001-A, one-fortieth of a share of 7.60% cumulative preferred stock, Series 2002-A and one-fortieth of a share of 7-5/8% cumulative preferred stock, Series 2002-B has been converted into the right to receive $25 in cash per depositary share, plus accrued and unpaid dividends up to but not including the effective date of the merger. On March 28, 2003, HSBC issued a press release announcing the completion of the merger. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 7(C) - EXHIBITS. 99.1 Press Release announcing completion of merger, dated March 28, 2003, issued by HSBC Holdings plc. -2- 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. HOUSEHOLD INTERNATIONAL, INC. Date: March 28, 2003 By: /s/ John W. Blenke ----------------------------- Name: John W. Blenke Title: Vice President - Group General Counsel and Assistant Secretary EXHIBIT INDEX 99.1 Press Release announcing completion of merger, dated March 28, 2003, issued by HSBC Holdings plc. EX-99.1 3 ex991sec8k.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ 28 March 2003 HSBC COMPLETES THE ACQUISITION OF HOUSEHOLD HSBC Holdings plc ("HSBC") today announced the completion of its acquisition of Household International, Inc. ("Household") by way of merger with H2 Acquisition Corporation ("H2"), a wholly owned subsidiary of HSBC. H2 will be renamed "Household International, Inc." All necessary regulatory and other consents and approvals were obtained to permit completion in accordance with the merger agreement entered into on 14 November 2002. A certificate of merger was filed earlier today with the Secretary of State of the State of Delaware declaring the merger effective as of 10.02 p.m. (London time) today. In connection with the acquisition, HSBC has allotted 1,273,297,057 new ordinary shares of US$0.50 each (the "New Shares"). Application for listing has been approved by the UK Listing Authority and trading on the London Stock Exchange of the New Shares is expected to commence on Monday, 31 March 2003 at 8.00 a.m. Trading of the New Shares on Euronext will commence on 31 March 2003 at 9.00 a.m. (Paris time) and trading of the New Shares on the Hong Kong Stock Exchange will commence on 1 April 2003 at 9.30 a.m. (Hong Kong time). Trading of American Depositary Shares representing the New Shares on the New York Stock Exchange will commence on 31 March 2003 at 9.00 a.m. (New York time). Applications for listing of a further 127,329,705 ordinary shares of US$0.50 each, which may be issued in future in connection with obligations arising from the acquisition of Household, have been approved by the UK Listing Authority (a block listing) and by the Hong Kong Stock Exchange. The last day of trading on the New York Stock Exchange in Household common stock was 28 March 2003. HSBC's acquisition of Household contributes to a major strategic objective of maintaining a balanced worldwide portfolio. Approximately 30 per cent of HSBC's assets are now in the Americas, 30 per cent in Asia and the Middle East and 40 per cent in Europe. HSBC's broad spread of businesses, balanced between OECD countries and developing markets, is further diversified through the addition of Household's consumer lending portfolios. Personal financial services is now HSBC's largest line of business. more.... HSBC completes the acquisition of Household/2 William F Aldinger, Chairman and Chief Executive of Household, will continue to lead Household's businesses and will assume overall responsibility for the HSBC Group's North American operations. He will become Chairman and Chief Executive Officer of HSBC North America Inc. later this year. Mr Aldinger will also be appointed a director of HSBC Holdings plc. Sir John Bond, Group Chairman of HSBC, said, "Household is a company with a 125-year history, which brings over 50 million customers in the US to HSBC; its delivery channels include over 1,300 branches in 45 states, relationships with over 70 retail merchants and a national network of auto-dealerships together with multiple web-based services. Our combined credit card businesses will be in the world's top ten. Household is a very significant addition to HSBC and we look forward to delivering value from the opportunities this brings." "We are delighted to be part of the HSBC Group now and we are excited about the opportunities that this brings," said William F. Aldinger, Chairman and CEO of Household. "The combination of Household and HSBC means that we can now provide our respective customer bases with a full range of financial services and allows us to continue to serve them, with products that best meet their needs as their financial circumstances evolve." - ends - NOTE TO EDITORS: Headquartered in London, the HSBC Group is one of the world's largest banking and financial services organisations. HSBC's 180,000 staff serve 38 million customers worldwide, from over 8,000 offices in 80 countries and territories. The Group has assets of US$759 billion (at 31 December 2002), and is listed on the London, Hong Kong, New York, and Paris stock exchanges. MEDIA CONTACTS: HSBC Household London Richard Beck/Adrian Russell - Tel: + 44 (20) 7991 0633/7992 1555 New York Linda Stryker-Luftig Craig Streem Tel: (212) 525 3800 Tel: (847) 564 6053 Hong Kong David Hall - Tel: (852) 2822 1133 INVESTOR RELATIONS CONTACTS: HSBC Household London Pat McGuinness - Tel: + 44 (20) 7992 1938 New York Ted Ayvas Craig Streem Tel: (212) 525 6191 Tel: (847) 564 6053 Hong Kong Gareth Hewett - Tel: (852) 2822 4929 -----END PRIVACY-ENHANCED MESSAGE-----