<PAGE>   1
 
                                                      REGISTRATION NO. 33-
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                         ------------------------------
 
                         HOUSEHOLD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
 
                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)
 
                    2700 SANDERS ROAD, PROSPECT HEIGHTS, IL
                    (Address of Principal Executive Offices)

                                   36-3121988
                                (I.R.S. Employer
                              Identification No.)
 
                                     60070
                                   (Zip Code)
 
             HOUSEHOLD INTERNATIONAL TAX REDUCTION INVESTMENT PLAN
                            (Full title of the plan)
                         ------------------------------
 
                           LAURIE S. MATTENSON, ESQ.
                 ASSOCIATE GENERAL COUNSEL -- CORPORATE FINANCE
                         HOUSEHOLD INTERNATIONAL, INC.
                               2700 SANDERS ROAD
                           PROSPECT HEIGHTS, IL 60070
                    (Name and address of agent for service)
 
                                 (708) 564-6557
         (Telephone number, including area code, of agent for service)
                         ------------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
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                                              PROPOSED MAXIMUM PROPOSED MAXIMUM
     TITLE OF SECURITIES       AMOUNT TO BE    OFFERING PRICE      AGGREGATE        AMOUNT OF
      TO BE REGISTERED         REGISTERED(1)         PER           OFFERING     REGISTRATION FEE
                                              INTEREST/SHARE(2)     PRICE(2)
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<S>                          <C>              <C>              <C>              <C>
Household International, Inc.     2,000,000
  Common Stock, $1 par            Shares       Not applicable    $109,000,000        $37,587
  value......................
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</TABLE>
 
(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) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
    basis of the average of the high and low prices of the Common Stock as
    reported on the New York Stock Exchange on January 17, 1996.
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PURSUANT TO RULE 429 THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO. 33-52211.
<PAGE>   2
 
                            HOUSEHOLD INTERNATIONAL
                         TAX REDUCTION INVESTMENT PLAN
 
                           -------------------------
 
     This Prospectus contains important information about the Household
International Tax Reduction Investment Plan (referred to herein as the "Plan" or
"TRIP"). The Plan has been adopted to encourage eligible employees to establish
a regular savings program and to provide such employees with additional benefits
through employer contributions and through tax benefits resulting from
participating in the Plan. A total of 5,500,000 shares of Household
International, Inc. common stock ($1 par value) and an indeterminable number of
Interests in the Plan have been or are being offered pursuant to the Plan. If
you have any questions concerning the Plan, you should contact Employee Benefits
at the Home Office.
 
                           -------------------------
 
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 APPENDIX OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                           -------------------------
 
                The date of this Prospectus is January 24, 1996
<PAGE>   3
 
                               TABLE OF CONTENTS
 
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                                                                                         PAGE
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<S>                                                                                      <C>
Introductory Statement................................................................     3
Description of the Plan...............................................................     3
  General.............................................................................     3
  Eligibility.........................................................................     3
  Administration of the Plan..........................................................     3
  Contributions.......................................................................     5
  Investment Funds....................................................................     7
  Performance of the Investment Funds.................................................    10
  Changing Investment Options in the Investment Funds.................................    11
  Transfer Restrictions...............................................................    11
  Vesting.............................................................................    12
  Withdrawals.........................................................................    12
  Dividend Withdrawals................................................................    13
  Special Rules for Hardship Withdrawals..............................................    13
  Distributions Upon Termination of Employment........................................    14
  Loans to Participants...............................................................    15
Federal Income Tax Effects to Participants............................................    15
  General.............................................................................    15
  Contributions to Employee Accounts..................................................    15
  Withdrawals While Employed..........................................................    15
  Withdrawals of Dividends............................................................    16
  Distributions Upon Termination of Employment........................................    16
  Excess Tax Reduction Contributions..................................................    17
  Excise Tax on Excess Distributions..................................................    17
  Rollover of a Distribution..........................................................    17
  Internal Revenue Service Approval...................................................    17
Special Tax Notice Regarding Plan Payments............................................    18
  Summary.............................................................................    18
  Payments Eligible to be Rolled Over.................................................    18
  Direct Rollover.....................................................................    19
  Payment Paid to a Participant.......................................................    19
  Surviving Spouses, Alternate Payees and other Beneficiaries.........................    21
  How to Obtain Additional Information................................................    22
Other Important Information...........................................................    22
Available Information and Incorporation of Certain Documents by Reference.............    23
Legal Opinions........................................................................    23
Experts...............................................................................    23
</TABLE>
 
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<PAGE>   4
 
                             INTRODUCTORY STATEMENT
 
     In this Prospectus, Household International, Inc. is referred to as
"Household" or the "Corporation". The address of Household's general
administrative office is 2700 Sanders Road, Prospect Heights, Illinois 60070
(Telephone: (847) 564-5000). A copy of the Corporation's latest Annual Report to
shareholders is being delivered with this Prospectus to employees, except to
employees who have previously received a copy of such Report; however, Household
will promptly send without charge an additional Annual Report to any such
employee at the employee's request.
 
                            DESCRIPTION OF THE PLAN
 
GENERAL
 
     The Plan and the trust fund established thereunder are intended to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and meet the requirements under Section 401(k) of the Code as well as
the applicable requirements under Section 409 of the Code pertaining to an
Employee Stock Ownership Plan. The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") which are
applicable to "defined contribution plans". These provisions include reporting,
disclosure, participation, vesting and fiduciary responsibilities. Because the
Plan is not a defined benefit plan, Participants are not guaranteed a specific
amount by the Plan, and the benefit is not insured by the Pension Benefit
Guaranty Corporation. Consequently, Title IV (plan termination insurance) of
ERISA does not apply to this Plan.
 
ELIGIBILITY
 
     Household and each of its participating subsidiaries (the "Employers") will
each contribute to the Plan for its own employee participants (the
"Participants"). Any employee of Household International, Inc. and its U.S.
subsidiaries (including Household Finance Corporation, Household Finance
Corporation II, Household Finance Corporation III, Household Financial Group
Ltd., Household Finance Consumer Discount Company, Household Bank, f.s.b.,
Household Insurance Services, Inc., Household Credit Services, Inc., Household
Credit Services of Mexico, Inc., Household Finance Corporation of Alabama,
Household Financial Center, Inc., Hamilton Investments, Inc., Household Retail
Services, Inc., Household Commercial Financial Services, Inc. and Household Life
Insurance Company), except for an employee in a collective bargaining unit or of
Color Prelude, Inc., Capital Graphics, Inc. or B & K Corporation is eligible to
participate in the Plan on the first day of the calendar quarter coinciding with
or following the earlier of (i) the completion of three years of service, or
(ii) the attainment of age 21 and completion of one year of service. Any
eligible employee may begin participation in the Plan if the employee meets the
minimum years of service requirement specified in the preceding sentence. An
employee who chooses not to participate in the Plan at such time as he becomes
eligible may elect to participate in the Plan effective on the first day of any
calendar quarter in accordance with the terms of the Plan, by completing the
proper form and submitting it to Household at least 30 days prior to the first
day of that calendar quarter. If an election form is received later than 30 days
prior to the start of a calendar quarter, the employee will be admitted into the
Plan on the first day of the second calendar quarter immediately following the
date the form is received.
 
ADMINISTRATION OF THE PLAN
 
     The Plan's Administrative and Investment Committee (the "Committee") has
responsibility for administration of the Plan, including interpreting provisions
of the Plan, reviewing claims arising under the Plan, and filing reports and
other notices required for the continual qualification of the Plan under the
Code. Committee members are appointed and serve at the discretion of Household's
Chief Executive Officer.
 
     Household has entered into a Trust Agreement with Vanguard Fiduciary Trust
Company ("Vanguard" or, the "Trustee") under which Vanguard will be Trustee of
the trust fund (the "Trust") and recordkeeper for the Plan. The Trustee has
responsibility for the administration of the Trust and the management of the
assets held by it. The Trustee may be removed, and a new Trustee appointed, at
the discretion of the Committee.
 
                                        3
<PAGE>   5
 
Additional information about the Plan, the Committee and Vanguard can be
obtained from Household at its address previously noted herein or by calling
Employee Benefits at the Home Office, telephone number (847) 564-5000.
 
     THIS PLAN OFFERS PARTICIPANTS THE OPPORTUNITY TO DIRECT INVESTMENTS OF
THEIR ACCOUNTS, BUT ONLY IN A VERY LIMITED MANNER AS TO THE COMPANY MATCHING
ACCOUNT (DESCRIBED BELOW). IT IS THE INTENTION OF THE COMPANY AND THE COMMITTEE
THAT THE FIDUCIARIES OF THE PLAN ARE TO BE RELIEVED OF LIABILITY FOR ANY LOSSES
WHICH ARE THE DIRECT AND NECESSARY RESULT OF INVESTMENT INSTRUCTIONS GIVEN BY A
PARTICIPANT OR BENEFICIARY.
 
     Administrative expenses of the Plan, including fees of the Trustee,
counsel, accountants, or other experts appointed under the Plan, will be paid
out of the Trust to the extent not paid by Household.
 
     The following Administrative expenses of the Plan are paid out of the
Trust:
 
          Household Common Stock Fund: Vanguard assesses an administrative fee
     of ten basis points (0.10%) per annum on the first fifty million dollars
     ($50,000,000) of the aggregate value of the common stock in this fund and
     five basis points (0.05%) per annum on any remaining amount exceeding fifty
     million dollars ($50,000,000) of the aggregate value of the common stock in
     this fund using a daily accrual rate that is recorded on the stock ledger
     for this fund. At the end of each calendar quarter, Vanguard redeems the
     accrued fee from funds on deposit in a separate Vanguard Money Market
     Reserves account which is a part of the Common Stock Fund.
 
          Fixed Income Security Fund: Vanguard assesses a $10,000 annual
     administrative fee for the guaranteed investment contracts that existed in
     the portfolio at the time of Vanguard's appointment as Trustee on January
     1, 1991. This fee is assessed at a daily rate and is deducted from the
     assets of this fund on a monthly basis. For the portion of this fund that
     is invested in the Vanguard Investment Contract Trust, thirty basis points
     (0.30%) is deducted from income to this fund prior to distribution to
     Participant accounts.
 
          Vanguard Extended Market Index Trust Fund: Vanguard will assess a
     0.50% fee on shares purchased in this fund at the time shares are purchased
     to cover transaction costs consisting of bid/ask spreads, commissions, and
     market impact (liquidity costs). The fee will assure that transaction costs
     are spread equitably among shareholders of the portfolio. Since the fee is
     paid directly by the portfolio, this fee is not, and should not be
     construed as, a sales load.
 
          Loan Fee: Participants will be charged a $40 administrative fee for
     each new loan drawn from the Plan after January 1, 1996. This fee may be
     changed from time to time by the Committee.
 
          Deferred Distribution Fee: Beginning July 1, 1994, Participants who
     defer distribution of their accounts beyond the first day of July following
     the calendar year in which their employment terminates will be charged an
     annual fee of $30 until distribution is initiated.
 
     With respect to shares of Household's common stock and shares in the
Windsor II Fund, Quantitative Portfolio Fund, Extended Market Index Trust Fund,
Wellington Fund and Money Market Reserves -- Federal Portfolio Prime Cap Fund
and International Growth Portfolio Fund held by the Trust, each Participant may
instruct the Trustee on how shares held in the Participant's account are to be
voted. Any shares of Household's common stock for which voting instructions are
not received from a Participant will be voted by the Trustee (i) in the same
manner as the majority of shares for which voting directions are received by the
Trustee, and (ii) with respect to the election of directors, the Trustee will
vote for the nominees who receive the most votes pursuant to such voting
directions.
 
     By resolution of the Board of Directors of Household, all proxies,
consents, ballots and voting materials that identify the vote of specific
stockholders are to be kept confidential except in the case of a contested
proxy, consent solicitation or to meet applicable legal requirements. All such
documents are to be returned to the tabulator and are to be made available to
the Inspectors of Election to enable them to certify the results of the vote.
The tabulator for each proxy solicitation and the Inspectors of Election will be
appointed by the Board of Directors prior to the meeting of shareholders for
which the proxy solicitation is required. The tabulator will provide all
comments written on or accompanying proxy cards to the Corporation, along with
the
 
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<PAGE>   6
 
name of the stockholder, without indication of the vote of the stockholder
except where the vote is included in the comment or is necessary for an
understanding of the comment.
 
     Both Vanguard and the tabulator have been informed of this confidential
position and neither will reveal any information relating to the purchase, sale
and holding and exercise of voting and similar rights with respect to such
securities to any officer, employee or agent of the Company except as required
by law or regulation. The TRIP Committee is designated to monitor Plan
compliance with these procedures. The TRIP Committee's address is 2700 Sanders
Road, Prospect Heights, Illinois 60070. Phone: (847) 564-5000.
 
     Other voting securities held in the Trust by the Trustee will be voted by
the Trustee in accordance with instructions given by the Committee. In the event
of a tender offer or exchange offer for shares of Household's common stock, each
Participant will be given the opportunity to decide individually whether shares
held in the Participant's account will be tendered or exchanged.
 
CONTRIBUTIONS
 
     Investment Plan and Tax Reduction Contributions. The Plan allows a
Participant to elect to make Tax Reduction Contributions and Investment Plan
Contributions to a Plan account through payroll deductions from 1% to 15% (in
whole percentages only) of eligible compensation. A contribution designated as a
Tax Reduction Contribution reduces the gross income of the Participant for
federal income tax purposes (except for social security taxes) at the time of
such contribution, whereas an Investment Plan Contribution is made on an
after-tax basis. Participants may make both Investment Plan Contributions and
Tax Reduction Contributions, but in no event may a combination of such
contributions exceed 15% of the Participant's compensation. Eligible
compensation includes salary, bonuses, commissions, overtime payments, severance
pay, and pay in lieu of vacation, but as of the date of this Prospectus may not
exceed $150,000 annually. (The maximum amount of eligible compensation is
adjusted annually for changes in the cost of living pursuant to regulations
issued by the Secretary of the Treasury). Participants may also be subject to
other limitations on the amount of contributions, as described elsewhere herein.
 
     Please refer to "Description of the Plan -- Withdrawals" and "-- Special
Rules for Hardship Withdrawals" for important information regarding certain
restrictions on the ability of Participants to withdraw contributions and
earnings from their accounts. Reference is also made to "Federal Income Tax
Effects to Participants" for information regarding the different tax
considerations applicable to Investment Plan Contributions and Tax Reduction
Contributions.
 
     Investment Elections. Participants must submit an investment election form
to Household designating the Investment Funds in which they wish their
contributions to be invested. Contributions to individual Investment Funds must
be made in multiples of 10% of the total of a Participant's Tax Reduction
Contributions and Investment Plan Contributions. The Investment Funds are
described elsewhere herein.
 
     Rollover Contributions. In addition to the contributions specified above,
employees who receive a "qualifying distribution" under the Code from any other
tax qualified plan (as defined in the Plan) may have all or part of such
distribution transferred to a rollover account established in the name of the
employee for that purpose (a "Rollover Contribution"). Such Rollover
Contributions are subject to regulations imposed by the Code. Household
recommends that Participants consult with their tax advisors with respect to the
impact of such regulations. An investment election form must be submitted with
the Rollover Contribution which directs that such Rollover Contribution be
invested in the Investment Fund(s) of the Participant's choosing in multiples of
10% of the Participant's Rollover Contribution.
 
     Trustee-to-Trustee Transfer Contributions. In connection with the
distribution resulting from the termination of the Household International Tax
Credit Stock Ownership Plan ("PAYSOP"), participants in PAYSOP were permitted
during 1988 to transfer their PAYSOP account balances (which were primarily
invested in shares of Household common stock) into the Household Common Stock
Fund of the Plan (as described herein) ("Trustee-to-Trustee Contributions").
 
     Employer Matching Contributions. Subject to certain limitations, each
Participant's Employer may at its option elect to make contributions each month
to Participant accounts in an amount determined by the
 
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<PAGE>   7
 
Employer. Each Employer's matching contribution ("Employer Matching
Contributions") will not be more than 6% of each Participant's compensation and
the amount of each Participant's Tax Reduction Contributions and Investment Plan
Contributions which are eligible to be matched by the Employer may not exceed 4%
of the Participant's compensation. Employer Matching Contributions may be made
in cash or in Household's common stock, at the discretion of Household. However,
all Employer Matching Contributions made in cash will be invested in the
Household Common Stock Fund. Employer Matching Contributions shall be made first
to match a Participant's Tax Reduction Contributions and then to match a
Participant's Investment Plan Contributions.
 
     As of the date of this Prospectus, subject to the 6% of Participant
compensation limitation described above, Employer Matching Contributions will be
made each month at a rate equal to 300% of a Participant's Tax Reduction
Contributions and Investment Plan Contributions on the first 1% of a
Participant's compensation and 100% of such contributions on the next 2% through
4% of a Participant's compensation.
 
     Suspending or Changing Contributions. Participants may suspend Tax
Reduction Contributions and/or Investment Plan Contributions at any time. The
effective date of such a suspension will be as soon as reasonably possible
following receipt by Household of a notice of such suspension of such
contributions. Participants may resume Tax Reduction Contributions and/or
Investment Plan Contributions as of the first day of a calendar quarter. In no
event may such contributions resume prior to the first day of the calendar
quarter at least 30 days following Household's receipt of a Participant's
written election to resume contributions.
 
     Participants may increase or decrease the amount of their Investment Plan
Contributions and/or their Tax Reduction Contributions, effective the first day
of a calendar quarter, by submitting a properly executed election form to
Household at least 30 days prior to the effective date of the change. Election
forms received less than 30 days prior to a calendar quarter will be effective
on the first day of the subsequent calendar quarter.
 
     Limitations on Contributions. The total contributions allocated to a
Participant's Plan account for any calendar year are limited pursuant to
requirements of the Code. In general, the Code requires that Tax Reduction
Contributions, Investment Plan Contributions, and Employer Matching
Contributions, forfeitures, and certain defined Participant contributions cannot
exceed the lesser of (i) 25% of the Participant's annual compensation, or (ii)
an amount, which as of the date of this Prospectus is $30,000, (this amount may
be adjusted annually for changes in the cost of living in accordance with
regulations issued by the Secretary of the Treasury), or (iii) an amount which,
when considered together with benefits or contributions for the Participant
under other tax-qualified plans of Household and its subsidiaries, does not
cause the Participant's benefits or contributions under all such plans to exceed
certain limitations imposed by the Code.
 
     In addition, a Participant may not contribute, as of the date of this
Prospectus, more than $9,500 of Tax Reduction Contributions in any year, but
such limit may be adjusted annually for changes in the cost of living in
accordance with regulations issued by the Secretary of the Treasury. Any
contributions by a Participant in excess of $9,500 during a year which were
designated as Tax Reduction Contributions will be automatically treated as
Investment Plan Contributions. Reference is made to "Federal Income Tax Effects
to Participants -- Excess Tax Reduction Contributions" herein for further
information on excess Tax Reduction Contributions.
 
     There are also limitations on contributions made by individuals who are
considered by the Internal Revenue Service to be "highly compensated
individuals". Elections to make Tax Reduction Contributions and Investment Plan
Contributions by Participants who are highly compensated individuals will be
valid only to the extent that the total of such contributions made bears a
required relationship, set forth in the Code, to such contributions made by all
other individuals in the Plan. Contributions made by Participants who are not
highly compensated individuals will not be affected by these rules. Tax
Reduction Contributions of highly compensated individuals that exceed this
limitation must be reduced until the required relationship is met. In such
event, the reduced Tax Reduction Contributions of a Participant, and earnings
thereon, may be deemed Investment Plan Contributions or may be returned to the
Participant. Investment Plan Contributions and Employer Matching Contributions
of Participants who are highly compensated individuals must also be
 
                                        6
<PAGE>   8
 
reduced in order to meet the required relationship. Reduced Employer Matching
Contributions, to the extent not vested, may be forfeited, and reduced
Investment Plan Contributions, vested Employer Matching Contributions, and
earnings thereon, may be returned to the Participants who are highly
compensated. Employer Matching Contributions and earnings on all contributions
will be taxed as regular income. Reduced Tax Reduction Contributions cannot be
deemed to be Investment Plan Contributions to the extent that such treatment
will cause Investment Plan Contributions by highly compensated individuals to
exceed the required relationship.
 
     Total Tax Reduction Contributions and Employer Matching Contributions,
which are deductible by Household as an expense for federal income tax purposes,
will be limited to the maximum amount which Household is permitted to deduct
during any year.
 
INVESTMENT FUNDS
 
     The Plan is intended to be a "participant directed plan" as described in
Section 404(c) of ERISA, and Title 29 of the Code of Federal Regulations Section
2550.404c-1. The fiduciaries of the Plan may be relieved of liability for any
losses which are the direct and necessary result of investment instruction given
by the Participant or beneficiary.
 
     Participants may direct the investment of their contributions into one of
the following nine investment funds (the "Investment Funds"):
 
     Household Common Stock Fund. This fund will primarily be invested in shares
of common stock of Household. Temporary cash balances may be invested in a
short-term money market account. Any dividends, net of Plan expenses
attributable to the Household Common Stock Fund, will be reinvested in
Household's common stock, unless the Participant has elected to have such cash
dividends distributed. Reference is made to "Description of the Plan -- Dividend
Withdrawals" for further information on such distributions. The Trustee may
purchase Household's common stock at market prices in transactions over
securities exchanges and may also purchase newly-issued or treasury stock
directly from Household at such prices and on such terms as it deems proper.
 
     Fixed Income Securities Fund. Assets in this fund, as well as ongoing
employee contributions, are primarily invested in the Vanguard Fiduciary Trust
Company Investment Contract Trust (formerly named The Vanguard Variable Rate GIC
Trust). In addition, future proceeds received upon the maturity, termination or
sale of the existing individual investment contracts held by this fund with the
insurance companies specified below under "Performance of the Investment Funds"
will be invested in the Vanguard Fiduciary Trust Company Investment Contract
Trust. Vanguard Fiduciary Trust Company has the authority to sell or terminate
the investment contracts currently in effect if it deems it to be in the best
interests of Participants to do so, and it may choose to exercise this
discretion in the future. Any gain or loss (if any) realized on such termination
or sale will be borne by Participants with investments in this fund following
such termination or sale. The Vanguard Fiduciary Trust Company Investment
Contract Trust seeks to provide safety of principal and a level of current
income consistent with other instruments with a two- to three-year average
maturity. The Trust is a collective trust invested primarily in guaranteed
investment contracts issued by insurance companies and bank investment contracts
issued by commercial banks. The Trust intends to maintain a constant net asset
value of $1.00 per share. There is no assurance that the fund will be able to
maintain a stable net asset value of $1.00 per share.
 
     The interest earnings for any year is a blend or average of all the
investments in this fund and, consequently, the interest rate on this fund will
fluctuate based on the interest rate earned on individual investments held by
the fund. Using a single blended rate has the effect of smoothing rate
fluctuations from year to year. The Vanguard Fiduciary Trust Company Investment
Contract Trust return will be blended with the return on the other contracts.
 
     Windsor II Fund. Vanguard's Windsor II Fund is a mutual fund designed to
provide long-term capital growth and a reasonable level of current income from
dividends. The fund's policy is to invest in a diversified portfolio of common
stocks listed on exchanges in the United States. Windsor II follows a flexible
investment
 
                                        7
<PAGE>   9
 
strategy emphasizing income-producing common stocks which are, in the investment
adviser's opinion, undervalued in the marketplace at the time of purchase. For
the most part, these securities are characterized by above-average income yields
and below-average price-earnings ratios, relative to the stock market in
general, as measured in the Standard & Poor's 500 Composite Stock Price Index
("S&P 500 Index"). The price per share is determined by dividing the total
market value of the fund's investments and other assets, less any liabilities,
by the number of outstanding shares of the fund. Price per share is determined
as of the close of the New York Stock Exchange (the "Exchange") on each day that
the Exchange is open, and on any other day on which there is sufficient trading
in the fund's portfolio securities to materially affect the fund's price per
share. Dividend income is credited to Participants' Plan accounts and is used to
purchase additional shares of the Windsor II Fund.
 
     Quantitative Portfolio Fund. Vanguard's Quantitative Portfolio Fund is a
mutual fund which is designed to provide investment results that correspond to
the price and yield performance of publicly traded common stocks, in the
aggregate, as represented by the S&P 500 Index. The fund's policy is to be fully
invested in common stocks, and it is expected that cash or cash items would
normally be less than 1% of net assets. Temporary cash balances may be invested
in short-term money market instruments. The fund generally selects about 200
stocks, most of which are in the S&P 500 Index. The selection of these 200
stocks is made with quantitative and mathematical analysis to achieve an overall
portfolio which replicates very closely the investment performance of the S&P
500 Index. In addition, the stock selection is made to identify stocks with
superior relative value, seeking thereby to marginally outperform the S&P 500
Index. The price per share is determined by dividing the total market value of
the fund investments and other assets, less any liabilities, by the total
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day that the Exchange is open, and on any other day on
which there is sufficient trading in the portfolio securities to materially
affect the fund's price per share. Dividend income under this fund is credited
to Participants' Plan accounts and is used to purchase additional shares of the
Quantitative Portfolio Fund.
 
     Extended Market Portfolio of Index Trust. This Vanguard managed mutual fund
attempts to invest in a reliable sample of all U.S. stocks not in the S&P 500
Index, in percentages corresponding to their proportion of the Wilshire 4500
Index. Because many of these stocks are too small in capitalization to own or
trade without undue liquidity risk, the portfolio is constructed to approximate
the Wilshire 4500 Index. The performance of the portfolio will therefore vary
within a reasonable range from the performance of the Wilshire 4500 Index. The
price per share is determined by dividing the total market value of the fund's
investments and other assets, less any liabilities, by the number of outstanding
shares of the fund. Price per share is determined as of the close of the
Exchange on each day that the Exchange is open, and on any other day on which
there is sufficient trading in the fund's portfolio securities to materially
affect the fund's price per share. Dividend income is credited to Participants'
Plan accounts and is used to purchase additional shares of the Extended Market
Index Trust.
 
     PrimeCAP Fund. The Vanguard PrimeCAP Fund seeks long-term growth by
investing principally in common stocks of companies which the investment adviser
anticipates will experience significant long-term capital growth. Income from
dividends is expected to be minimal. Growth stocks, which are the Fund's primary
investments, are likely to be more volatile in price than the stock market as a
whole. The price per share is determined by dividing the total market value of
the fund's investments and other assets, less any liabilities, by the number of
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day the Exchange is open. Dividend income is credited to
Participants' Plan accounts and is used to purchase additional shares of the
PrimeCAP Fund.
 
     Wellington Fund. This Vanguard mutual fund is a "balanced fund", meaning
that it will hold varying amounts of bonds, U.S. preferred and common stocks,
and cash. The Wellington Fund's objective is conservation of principal,
reasonable income return, and modest profits without undue risk. The amount held
in each asset class will fluctuate within a range according to the portfolio
manager's assessment of the risk and reward of each asset class given the then
current economic conditions. Normally, 60% to 70% of the Wellington Fund's
assets will be invested in U.S. common stocks. The price per share is determined
by dividing the total market value of the fund's investments and other assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share is determined as of the close of the Exchange on each day that
 
                                        8
<PAGE>   10
 
the Exchange is open, and on any other day on which there is sufficient trading
in the fund's portfolio securities to materially affect the fund's price per
share. Dividend income is credited to Participants' Plan Accounts and is used to
purchase additional shares of the Wellington Fund.
 
     International Growth Portfolio Fund. This Vanguard managed mutual fund
seeks to provide long-term capital growth by investing in a diversified
portfolio of common stocks of companies based outside the United States. The
investment adviser to the fund seeks to acquire securities which are undervalued
or which offer opportunities for significant future growth. Income from
dividends may be received, but is not an objective of the fund. The price per
share is determined by dividing the total market value of the fund's investments
and other assets, less any liabilities, by the number of outstanding shares of
the fund. Price per share is determined as of the close of the Exchange on each
day the Exchange is open. Dividend income is credited to Participants' Plan
accounts and is used to purchase additional shares of the International Growth
Portfolio Fund.
 
     The stocks in this fund will be affected by various factors which are
likely to cause the price performance of such stocks to be different than U.S.
stocks and, in some cases, more volatile. Such factors include differences in
the tax laws, accounting practices and financial reporting standards of the U.S.
and the country in which the companies are based and fluctuations in the value
of currencies in which the stocks are denominated.
 
     Money Market Reserves -- Federal Portfolio. This Vanguard managed mutual
fund seeks the maximum current income that is consistent with preservation of
capital and liquidity by investing in short-term securities issued by the U.S.
Treasury and agencies of the U.S. government and repurchase agreements
collateralized by such securities. The liabilities of such agencies may not be
backed by the full faith and credit of the U.S. Government. The portfolio
maintains a weighted average maturity of less than ninety days.
 
     This portfolio intends to maintain a constant net asset value of $1.00 per
share. Investments in money market funds such as this are, however, neither
insured nor guaranteed by the U.S. Government, and there is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.
 
     The Fixed Income Securities Fund, Windsor II Fund, Quantitative Portfolio
Fund, Extended Market Index Trust, PrimeCAP Fund, Wellington Fund, International
Growth Portfolio Fund and Money Market Reserves -- Federal Portfolio comprise
part of the Vanguard Group of Investment Companies. Household in its discretion
may add to, subtract from, or substitute different funds for the nine Investment
Funds currently available to Participants in the Plan. A prospectus on the eight
Vanguard funds is available by writing to Vanguard at 1400 Morris Drive, Wayne,
PA 19087, or by calling (800) 523-1188. Participants should request prospectuses
and read them prior to investment in a fund. Copies of the most recent
prospectus relating to Household common stock is available by writing to
Household at 2700 Sanders Road, Prospect Heights, IL 60070, or by calling (847)
564-5000.
 
                                        9
<PAGE>   11
 
PERFORMANCE OF THE INVESTMENT FUNDS
 
     The table below presents certain historical information on the investment
performance of each of the Investment Funds. The rates of return presented below
are not intended to predict what the future performance of the Investment Funds
will be, and neither Household nor the Plan guarantees the performance of any of
the Investment Funds. The past return on an individual Participant's account
balance may differ from the annualized rates of return disclosed herein due to
the timing of when contributions in the various Investment Funds were made and
how long such investments were maintained by the Participant, as well as other
factors.
 
     The table below shows annual rates of return for the various investment
alternatives, as well as indices of some relevant asset classes which are widely
used for comparative purposes. The annual rates of return take into
consideration the reinvestment of income (dividend and interest) and the price
changes of the fund or asset, if any.
 
<TABLE>
<CAPTION>
                                                                   % ANNUAL RATES OF RETURN
                                                          -------------------------------------------
                                                           1990     1991     1992     1993      1994
                                                          ------    -----    -----    -----    ------
<S>                                                       <C>       <C>      <C>      <C>      <C>
HISTORICALLY AVAILABLE INVESTMENTS
Household Common Stock Fund(1).........................   (32.69)   63.10    20.70    13.78     17.52
Fixed Income Securities Fund(2)........................     9.31     8.75     8.42     7.91      8.01
Windsor II Fund........................................    (9.98)   28.70    16.50    13.60     (1.16)
Quantitative Portfolio Fund............................    (2.44)   30.29     7.01    13.83     (0.61)
Extended Market Portfolio of Index Trust...............   (14.91)   41.85    12.47    14.49     (1.76)
PrimeCAP Fund..........................................    (2.79)   33.14     8.99    18.03     11.41
Wellington Fund........................................    (2.81)   23.65     7.93    13.52     (0.49)
International Growth Portfolio Fund....................   (12.05)    4.74    (5.79)   44.74      0.76
Money Market Reserves -- Federal Portfolio.............     8.07     5.95     3.67     2.98      4.03

INDICES OF ASSET CLASSES
S&P 500 Index(3).......................................    (3.12)   30.34     7.61    10.06      1.31
Wilshire 4500(4).......................................   (13.56)   43.45    11.87    14.57     (2.66)
Wilshire 5000(5).......................................    (6.18)   34.20     8.97    11.28     (0.06)
Shearson Lehman Corp/Gov.(6)...........................     2.28    14.62     7.58    11.03    (10.56)
</TABLE>
 
-------------------------
(1) The total performance of a share of Household common stock including
    dividends and changes in market value during the year.
 
(2) The Fixed Income Securities Fund was invested in the insurance company
    contracts in the following percentages of total assets of the fund as of
    December 31, 1994: Aetna Life Insurance Company: 27%; Principal Mutual Life
    Insurance Company: 29%. The remaining 44% was invested in the Vanguard
    Investment Contract Trust Fund.
 
(3) This widely used index includes 500 stocks of U.S. companies with large
    capitalization. The market value of this index at December 31, 1994 was $3.3
    trillion.
 
(4) This widely used index includes virtually all of the stocks of U.S.
    companies which are not in the S&P 500 Index. These are generally stocks of
    smaller capitalized companies whose aggregate performance the Extended
    Market Fund intends to approximate. The market value of this index at
    December 31, 1994 was $1.5 trillion.
 
(5) This widely used index includes virtually all U.S. stocks, and had a market
    value at December 31, 1994 of $4.8 trillion.
 
(6) This widely used index includes most publicly traded corporate and
    government bonds and had a market value at December 31, 1994 of $2.7
    trillion.
 
                                       10
<PAGE>   12
 
CHANGING INVESTMENT OPTIONS IN THE INVESTMENT FUNDS
 
     A Participant may elect to change the Investment Funds into which the
Participant's ongoing Tax Reduction Contributions and Investment Plan
Contributions are invested, or may choose to transfer previously-made Investment
Plan Contributions, Tax Reduction Contributions, Rollover Contributions,
Trustee-to-Trustee Transfer Contributions, and earnings on such contributions,
among the various Investment Funds by notifying Vanguard by phone at (800)
523-1188 or in writing at 1400 Morris Drive, Wayne, PA 19087. Written
confirmation of a transfer will be sent by Vanguard to the Participant's home
address. Such changes will be effective as soon as reasonably possible following
receipt by Vanguard of notification of the requested change, except for changes
involving the Fixed Income Securities Fund, which will be effective as of the
first day of the calendar quarter following notification to Vanguard of the
requested change. Changes in investment directions and transfers among the
Investment Funds may generally be made as often and whenever the Participant
chooses. Following any change in investment directions, contributions to each
Investment Fund must continue to be made in multiples of 10% of the total of the
Participant's contributions. Transfer from one Investment Fund to another may
generally be made in any amount of the Participant's choosing. Transfer of
Employer Matching Contributions (invested in the Household Common Stock Fund) to
other Investment Funds is generally not permitted, except in the limited
situations described below.
 
     Effective as of January 1, 1996, the Plan is also intended to qualify as an
Employee Stock Ownership Plan ("ESOP"). Accordingly, beginning in 1996, there
will be expanded diversification rights for certain Participants with respect to
the amounts invested in the Household Common Stock Fund. If a Participant
reaches age 55 and has either completed 10 years of employment or 10 years of
participation in the Plan, whichever is earlier, such Participant has the right
to diversify a portion of the shares in the Household Common Stock Fund that are
attributed to Employer Matching Contributions. This means that such Participant
can invest up to 25% of such shares in another Investment Fund.
 
     This diversification right will continue for six years (provided that if a
Participant has already reached age 55 and has 10 years of employment, this
right to diversify must be exercised by March 31, 2001). In the sixth year, the
diversification right will extend to 50% of the shares invested in the Household
Common Stock Fund that are attributed to Employer Matching Contributions. This
amount will include any such shares previously diversified as the result of an
earlier election. The Participant must exercise this right to diversify within
the first 90 days of any calendar year.
 
     The value of Household Common Stock attributed to Employer Matching
Contributions in the Household Common Stock Fund must be at least $500 to
receive this diversification right.
 
     There are also certain Participants who, pursuant to a sale agreement, have
transferred to employment with Jefferson-Pilot Corporation ("J-P") or its
affiliates in 1995 and have become participants in the J-P 401(k) plan. The
account balances of these Participants will be transferred to the J-P plan but
such transfer may not occur until sometime in 1996. In the interim, such
Participants may elect to have all or part of their account balance which is
invested in the Household Common Stock Fund and which is attributed to Employer
Matching Contributions transferred to one of the other Investment Funds.
However, such amounts transferred out of the Household Common Stock Fund cannot
be transferred back in.
 
TRANSFER RESTRICTIONS
 
     Certain conditions of the Vanguard Fiduciary Trust Company Investment
Contract Trust require that the Plan impose restrictions on transfers both into
and out of the Fixed Income Securities Fund. These conditions also impose
restrictions on transfers from the Fixed Income Securities Fund directly to the
Money Market Reserves -- Federal Portfolio. Due to these limitations, the Plan
permits transfers both into and out of the Fixed Income Securities Fund only
once per calendar quarter.
 
     Assets withdrawn from the Fixed Income Securities Fund must be deposited
and remain in an eligible equity fund for a minimum of ninety calendar days
prior to becoming eligible for transfer back into the Fixed Income Securities
Fund or for transfer to the Money Market Reserves -- Federal Portfolio. Such
assets are eligible for transfer to funds other than the Money Market Reserves
-- Federal Portfolio on a daily basis. The
 
                                       11
<PAGE>   13
 
following funds are eligible equity funds: Household Common Stock Fund; Windsor
II Fund; Quantitative Portfolio Fund; Extended Market Portfolio of Index Trust;
PrimeCAP Fund; Wellington Fund; and International Growth Portfolio Fund.
 
     Exchanges from the Money Market Reserves -- Federal Portfolio may be made
directly into the Fixed Income Securities Fund without a ninety day investment
in an eligible equity fund.
 
VESTING
 
     Participants who terminate from employment on or after September 30, 1995
are fully vested at all times in all of their account balances.
 
WITHDRAWALS
 
     Subject to certain limitations, employees who are Participants in the Plan
may withdraw all or part of their account balance, subject to a minimum
withdrawal of $500 or the balance of the account, whichever is less. For
purposes of withdrawals, the value of a Participant's account balance will be
determined as soon as reasonably practicable following receipt by Vanguard of
the Participant's written withdrawal request. Withdrawals of account balances
will be made from all amounts in each category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn, and
are subject to the limitations set forth below:
 
          1) Investment Plan Contributions (excluding earnings thereon) made
     prior to January 1, 1987, which have not been matched by Employer Matching
     Contributions.
 
          2) Investment Plan Contributions (including earnings thereon) made
     after January 1, 1987 which have not been matched by Employer Matching
     Contributions; and, if the Participant is a former participant in PAYSOP
     who transferred a PAYSOP account balance into the Plan pursuant to a
     Trustee-to-Trustee Transfer Contribution, the amount equal to such
     Participant's own contributions (if any) into PAYSOP (excluding earnings
     thereon).
 
          3) Investment Plan Contributions (excluding earnings thereon) made
     prior to January 1, 1987, which have been matched by Employer Matching
     Contributions, providing that the Participant has been in the Plan for five
     years; and, if the Participant is a former participant in PAYSOP who
     transferred a PAYSOP account balance into the Plan pursuant to a
     Trustee-to-Trustee Transfer Contribution, earnings on such Participant's
     employee contributions (if any).
 
          4) Investment Plan Contributions (including earnings thereon) made
     after January 1, 1987, which have been matched by Employer Matching
     Contributions, provided that the Participant has been in the Plan for five
     years.
 
          5) Employer Matching Contributions, including earnings thereon,
     provided that the Participant has been in the Plan for five years.
 
          6) Trustee-to-Trustee Transfer Contributions (except any amount
     attributable to such contributions previously distributed, as described
     above) and Rollover Contributions, plus earnings thereon.
 
          7) Investment Plan Contributions (excluding earnings thereon) of
     Participants who have been in the Plan for less than five years, which have
     been matched by Employer Matching Contributions.
 
          8) Tax Reduction Contributions, plus earnings thereon, by Participants
     who have attained age 59 1/2, or in order to meet immediate financial
     hardships as defined by the Code and regulations thereunder. Participants
     who have not attained age 59 1/2 may withdraw account balances attributable
     to Tax Reduction Contributions (excluding earnings thereon that were earned
     on or after January 1, 1989) during employment with Household or a
     subsidiary only to meet immediate financial hardships. Except to meet
     immediate financial hardships, Participants under age 59 1/2 may not make
     withdrawals attributable to Tax Reduction Contributions during employment
     with Household or a subsidiary. The
 
                                       12
<PAGE>   14
 
     rules concerning withdrawals for financial hardships are described under
     "Special Rules for Hardship Withdrawals" herein.
 
     A Participant with less than five years of participation in the Plan who
withdraws Investment Plan Contributions which have been matched by Employer
Matching Contributions will not be able to make contributions into the Plan (and
thereby receive Employer Matching Contributions) for a six month period
following such withdrawal.
 
     Participants who terminated employment after attaining age 55 and who were
also at that time eligible for normal or early retirement may withdraw all or
part of their account balance, subject to a minimum withdrawal of $500 or the
balance in their account, whichever is less. No more than two (2) such
withdrawals are permitted in a Plan Year. Withdrawals may be made of all amounts
eligible for withdrawal in each category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn:
 
          1. Investment Plan contributions (excluding earnings thereon) made
     prior to January 1, 1987.
 
          2. Investment Plan Contributions made after January 1, 1987 and
     earnings attributable to both pre 1987 and post 1986 Investment Plan
     Contributions.
 
          3. Employer Matching Contributions, including earnings thereon.
 
          4. Trustee-to-Trustee Transfer Contributions (except any amount
     attributable to such contributions previously distributed, as described
     above) and Rollover Contributions, plus earnings thereon.
 
          5. Tax Reduction Contributions, plus earnings thereon.
 
     Payments of withdrawals will be made in cash, except that non-hardship
withdrawals from the Household Common Stock Fund may be made in cash, shares, or
a combination of cash and shares at the Participant's option, subject to the
Committee's discretion to determine the minimum number of shares which the Plan
may distribute to a Participant in lieu of cash. Reference is made to "Federal
Income Tax Effects to Participants" for tax consequences of withdrawals of
account balances from the Plan during employment.
 
DIVIDEND WITHDRAWALS
 
     Except as provided below, cash dividends earned during a Plan Year on
shares of common stock of Household credited to a Participant's account and
invested in the Household Common Stock Fund shall be reinvested in such Fund.
However, beginning in 1996, a Participant may elect, on an annual basis, to have
distributed to him/her the cash dividends earned in the Plan Year which are
attributable to the Household common stock credited to his/her account. An
election once made shall continue in effect for all subsequent Plan Years unless
the election to have dividends distributed is discontinued by filing a timely
election with the Committee prior to the beginning of the quarter in which the
dividends are paid.
 
SPECIAL RULES FOR HARDSHIP WITHDRAWALS
 
     A Participant may only make a hardship withdrawal if the withdrawal is made
on account of an immediate and heavy financial need of the Participant and if
the withdrawal is necessary to satisfy such financial need. A withdrawal will be
deemed to be made on account of an immediate and heavy financial need if used
for one of the following purposes: the purchase of a principal residence (use of
withdrawals to make mortgage payments is not permissible); payment of tuition
for the next semester, trimester, or quarter of post-secondary education for
Participants, their spouses, or dependents; the need to prevent the eviction of
Participants from their principal residence or foreclosure on a mortgage of any
such residence; and certain medical expenses described in the Code.
 
     A distribution will not be treated as necessary to satisfy an immediate and
heavy financial need to the extent the amount of the withdrawal is in excess of
the amount required to relieve the financial need or to the extent such need may
be satisfied from other resources that are reasonably available to the
Participant. In order to demonstrate that the withdrawal is necessary to satisfy
an immediate and heavy financial need, a
 
                                       13
<PAGE>   15
 
Participant will be required to execute a written representation that the need
cannot be met through one or more of the following means: reimbursement or
compensation by insurance or otherwise; reasonable liquidation of the
Participant's assets, to the extent such liquidation would not itself cause an
immediate and heavy financial need; cessation of Tax Reduction Contributions or
Investment Plan Contributions to the Plan; borrowing from commercial sources on
reasonable commercial terms; or other withdrawals or nontaxable (at the time of
the loan) loans available from the Plan, all of which have been exhausted
pursuant to the terms of the Plan.
 
     For purposes hereof, a Participant's assets shall be deemed to include
those assets of the Participant's spouse and minor children that are reasonably
available to the Participant.
 
     Participants who make hardship withdrawals will not be able to make Tax
Reduction Contributions or Investment Plan Contributions for a period of twelve
months following the request for a hardship withdrawal. Also, the amount of Tax
Reduction Contributions for the Plan year following the year in which a
Participant makes a hardship withdrawal shall be limited to an amount (as of the
date of this Prospectus $9,500, subject to annual adjustment by the Secretary of
the Treasury for changes in the cost of living), reduced by the amount of the
Participant's Tax Reduction Contributions for the prior year. In addition, a
Participant will be required to stop his/her contributions to the Household
International Employee Stock Purchase Plan for the period beginning with the
payroll period next following the date he/she makes the withdrawal request. Even
if otherwise eligible, a Participant will not be permitted to elect to make
contributions under the Household International Employee Stock Purchase Plan
until the next offering period which begins at least 12 months after the date
the Participant receives the withdrawal.
 
     Reference is made to "Federal Income Tax Effects to Participants --
Withdrawals While Employed" for tax consequences of hardship withdrawals.
 
DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
 
     Participants who terminate employment are entitled to receive the entire
balance of their account under the Plan as soon as administratively practicable
following receipt by Household of a request for distribution of the
Participant's account. Subject to the immediately succeeding sentence, if a
Participant does not request a distribution and if the value of his/her account
following termination exceeds $3,500, the distribution will be deferred until a
later date but not later than the first business day following the date the
Participant reaches age 65. Participants who are retirement eligible under a
pension plan of Household or a subsidiary may elect to defer the distribution of
their account regardless of amount, provided that such distribution is made no
later than April 1 of the year following the year in which the Participant
attains age 70 1/2. A direct rollover to an individual retirement account or a
qualified retirement plan is available. Until distributions are initiated, a
deferred account fee of $30 will be charged each year to any Participant who
defers distribution from the Plan beyond June 30 of the year following the
calendar year in which employment is terminated. All amounts will generally be
distributed in a lump sum distribution; however, Participants in the Plan prior
to July 1, 1989, and who do not have outstanding loans may choose to receive
their distribution in the form of an annuity. Lump sum payments will be made in
cash, except that distributions from the Household Common Stock Fund may be made
in cash, shares, or a combination of cash and shares at the Participant's
option, subject to the Committee's discretion to determine the minimum number of
shares which the Plan may distribute to a Participant in lieu of cash. A
Participant's account will also be distributed upon death or total disability.
 
     A Participant may designate a beneficiary or beneficiaries to receive the
vested and undistributed amount of the Participant's account (less the amount of
any outstanding loan) in the event of the Participant's death. Subject to the
consent of the Participant's spouse, if any, a Participant may designate a
beneficiary other than his or her spouse to receive the Participant's account
balance, in the event of the Participant's death.
 
     Amounts distributed to Participants will be valued as of the date of
distribution.
 
     Any non-vested portion of a terminating Participant's account will be
applied to reduce Employer Matching Contributions otherwise payable by Household
or the Participant's Employer, as applicable, to the accounts of other
Participants.
 
                                       14
<PAGE>   16
 
     Refer to "Federal Income Tax Effects to Participants" for tax consequences
resulting from distributions upon termination of employment.
 
LOANS TO PARTICIPANTS
 
     Loans are available under the Plan to Participants. Requests for loans must
be approved by the Committee or the Committee's designee. A $40 loan fee will be
deducted from the amount borrowed when the loan is made. Participants must
obtain the consent of their spouse in order to borrow money from their account.
Each loan must be for an amount not less than $500 ($2,000 for residential
loans) or the eligible balance of the Participant's account, whichever is less.
No more than two non-residential loans and one loan for the construction or
acquisition of a principal residence may be outstanding at any time. Outstanding
loans to a Participant under the Plan and all other tax-qualified plans of
Household and its subsidiaries may not exceed $50,000 at any point in time. In
the case of a new loan this dollar limitation is reduced by the highest
outstanding loan balance during the prior twelve months. A Participant may not
borrow more than 50% of the value of the Participant's non-forfeitable account
(i.e. Tax Reduction Contributions, Investment Plan Contributions, Rollover
Contributions, Trustee-to-Trustee Transfer Contributions, any earnings or
appreciation on any such contributions and the vested portion of any Employer
Matching Contributions and any earnings or appreciation thereon). Loans will be
secured by the Participant's account balance. The Committee will determine the
interest rate to be charged on each loan. Loans must be repaid within five years
except that, at the Committee's discretion, loans for the construction or
acquisition of a Participant's principal residence may be made for a term of up
to 25 years. However, all loans become due upon severance of the Participant's
employment. Loan installment payments will be made through payroll deductions.
Prepayment of a loan in full is allowed at any time without penalty. Interest on
loans made after January 1, 1987, secured by the portion of a Participant's
account attributable to Tax Reduction Contributions is not deductible for
federal income tax purposes. Loan repayments will be credited to a Participant's
Plan account and invested in accordance with the Participant's current
investment election for future Tax Reduction Contributions and/or Investment
Plan Contributions, except that repayment of loans borrowed from funds
attributable to Employer Matching Contributions will be invested in the
Household Common Stock Fund.
 
                   FEDERAL INCOME TAX EFFECTS TO PARTICIPANTS
 
     General. The Plan is operated as a qualified plan under Sections 401(a) and
401(k) of the Code. Qualification of the Plan means that a Participant will not
be subject to federal income taxes on Tax Reduction Contributions and Employer
Matching Contributions, or on earnings or appreciation on all account balances
held in the Plan, until such amounts either are withdrawn by or distributed to
the Participant or are distributed to the Participant's beneficiary in the event
of the Participant's death.
 
     Contributions to Employee Accounts. No deduction for federal income tax
purposes is allowed to Participants for Investment Plan Contributions. Tax
Reduction Contributions of a Participant, however, reduce the gross income of
the Participant for federal income tax purposes (but not for social security
taxes) to the extent of such contributions.
 
     Withdrawals While Employed. The withdrawal of amounts attributable to Tax
Reduction Contributions, Employer Matching Contributions, Rollover
Contributions, and all accumulated earnings thereon, and the withdrawal of
earnings on Investment Plan Contributions, will be subject to federal income
tax. Withdrawals of amounts attributable to Trustee-to-Trustee Transfer
Contributions, including earnings thereon, will also be subject to federal
income tax except for the amount (if any) of the Participant's own contributions
into PAYSOP. An additional 10% excise tax will also be imposed on withdrawals of
taxable amounts (including hardship withdrawals) unless: (i) the Participant is
age 59 1/2 or over; (ii) the Participant terminated employment after age 55 when
eligible to retire under a corporation sponsored retirement plan; (iii) the
withdrawal is made to pay medical expenses, except that the additional 10%
excise tax will be imposed on the amount of medical expenses that the
Participant cannot deduct on a tax return; or (iv) the payment is made to an
alternate payee pursuant to a qualified domestic relations order.
 
                                       15
<PAGE>   17
 
     If a Participant exercises the right to withdraw amounts attributable to
Investment Plan Contributions (excluding earnings thereon) while continuing as
an employee, such withdrawal, being a return of the Participant's after-tax
contributions, will not be subject to federal income tax provided they were
contributed to the Plan prior to January 1, 1987. After any pre-1987 Investment
Plan Contributions have been withdrawn, further withdrawals are considered to be
made on a pro-rata basis from nontaxable employee contributions and taxable
earnings on contributions. Thus, a withdrawal of Investment Plan Contributions
is considered to be part nontaxable (the return of Investment Plan Contributions
made after January 1, 1987) and part taxable (the payment of earnings on the
Investment Plan Contributions, including earnings on Investment Plan
Contributions made prior to 1987). In similar fashion, if withdrawal of the
portion of a Participant's Trustee-to-Trustee Transfer Contribution attributable
to such Participant's employee contributions into PAYSOP is made, such
withdrawal will be considered in part nontaxable (the return of the
Participant's employee contributions into PAYSOP) and part taxable (the earnings
on such Participant's employee contributions into PAYSOP).
 
     Withdrawals of Dividends. If a Participant elects to have distributed to
him/her the dividends on Household common stock which is credited to the
Participant's account, he/she will be subject to federal income tax on such
distribution. However, the additional 10% excise tax which is usually imposed on
distributions prior to the time a Participant attains age 59 1/2 will not be
imposed.
 
     Distribution Upon Termination of Employment. Amounts subject to federal
income taxation that are distributed after termination of employment will
generally become taxable in the year of distribution.
 
     If distribution of a Participant's account is made in a lump sum, the
amount of the distribution equal to a Participant's Investment Plan
Contributions and the portion of the Participant's Trustee-to-Trustee Transfer
Contribution equal to the employee's contributions into PAYSOP is returned
tax-free for federal income tax purposes. The remainder of such distribution,
including all accumulated earnings, is subject to federal income tax at ordinary
income rates, subject to the rules described in the next paragraph.
 
     The Tax Reform Act of 1986 repealed ten-year forward averaging and phased
out over a five-year period pre-1974 capital gains treatment for lump sum
distributions. Individuals over age 59 1/2 are entitled to make one election of
five-year forward averaging for a lump sum distribution. However, a transitional
rule allows individuals who were age 50 before January 1, 1986, and who are
otherwise eligible, to make one election, without regard to the age 59 1/2
requirement, to use five-year forward averaging (using current rates) or ten-
year averaging (using the 1986 tax rates) with respect to a lump sum
distribution. This transitional rule also allows such an individual to elect
capital gains treatment (at a 20% rate) with respect to lump-sum distributions
without regard to the phaseout of capital gains. An individual who elects to use
the transitional rule with respect to a distribution received before age 59 1/2
will lose the opportunity to make another such election for distributions after
age 59 1/2.
 
     With respect to Participants who choose to have their distributions paid in
the form of an annuity, federal taxation of the annuity payments will be
determined pursuant to rules established under the Code. Generally, that part of
annuity income attributable to Investment Plan Contributions and the portion of
Trustee-to-Trustee Transfer Contributions equal to employee contributions into
PAYSOP is returned tax-free for federal income tax purposes, but the remaining
part is subject to federal income tax at ordinary income rates.
 
     If a lump sum distribution of stock from the Household Common Stock Fund is
distributed upon termination of employment, the excess, if any, of the fair
market value of such stock over the cost of the stock when acquired by the
Trustee is not subject to federal income tax at the time of distribution to a
Participant but generally will be subject to federal income tax when such stock
is subsequently sold by the Participant. To the extent provided in regulations
issued pursuant to the Tax Reform Act of 1986, a taxpayer may elect not to defer
the tax on net unrealized appreciation until the year of disposition of the
stock, thus subjecting the distribution to federal income tax at the time of
distribution.
 
     An additional 10% excise tax is imposed on the taxable portion of a
distribution received by a Participant prior to age 59 1/2 unless such
distribution is: (i) made to a beneficiary after the Participant's death; (ii)
made on account of the Participant's disability, defined as the inability to
engage in any substantial gainful activity
 
                                       16
<PAGE>   18
 
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or to be of long continued or indefinite
duration; (iii) part of a scheduled series of substantially equal annual (or
more frequent) payments over life or life expectancy (or joint lives or life
expectancies) but only if payments begin after termination of employment; (iv)
made after termination of employment on account of early retirement under a
corporation sponsored retirement plan after attainment of age 55; (v) made to a
Participant for payment of medical expenses that could be deducted on the
Participant's tax return; or (vi) a distribution to an alternate payee pursuant
to a qualified domestic relations order.
 
     Excess Tax Reduction Contributions. If a Participant makes tax-deferred
contributions during the year to certain other tax-qualified plans or
tax-sheltered annuities, such tax-deferred contributions must be combined with
the Participant's Tax Reduction Contributions to the Plan in determining whether
the $9,500 limit on Tax Reduction Contributions has been exceeded during the
year. If a Participant has made more than $9,500 in tax-deferred contributions
under more than one plan during a taxable year, the Participant may notify the
Committee of the Plan's allocable share of the excess contribution prior to the
March 1 following the end of such taxable year. On or before April 15 of such
year, the Committee will distribute to the Participant any excess Tax Reduction
Contributions and earnings thereon. The excess Tax Reduction Contributions are
included in the Participant's income for the year in which such excess Tax
Reduction Contributions were made. The earnings on the excess Tax Reduction
Contributions will be treated as earned and received in the tax year in which
the income is distributed. If the excess Tax Reduction Contributions and
earnings thereon are returned after April 15, such excess is taxable to the
Participant in both the year in which the excess Tax Reduction Contributions
were made and in the year in which such excess Tax Reduction Contributions are
distributed from the Plan to the Participant. In addition, if such excess Tax
Reduction Contributions are not distributed by April 15 of such year, such
excesses cannot generally be distributed from the Plan until employment has
terminated.
 
     Excise Tax On Excess Distributions. The Code imposes a 15% excise tax on
certain distributions from tax-qualified plans. In general, the payments in any
calendar year from the Plan and any other tax-qualified defined benefit or
defined contribution plan, tax-sheltered annuity, or individual retirement
account will be compared to a dollar limitation, currently $150,000. The excess
of the amount distributed over the dollar limitation will be subject to the 15%
excise tax in addition to any applicable income tax, but reduced by the 10%
excise tax paid for an early distribution as described under "Federal Income Tax
Effects to Participants -- Distribution upon Termination of Employment" above.
 
     For lump sum distributions for which a Participant elects the Code's
averaging provisions, the penalty will be applied to the extent the lump sum
exceeds five times the otherwise applicable limit for the year. All lump sum
distributions from qualified retirement plans made within the same year will be
aggregated for this purpose. Lump sum distributions are not aggregated with
annuity payments. Benefits that accrued before August 1, 1986, will be subject
to special rules if an election was made on the Participant's 1987 or 1988
income tax return and accrued benefits exceeded $562,500.
 
     The excise tax does not apply to excess distributions (i) of Investment
Plan Contributions, (ii) on account of death, (iii) to alternate payees under
qualified domestic relations orders, or (iv) rolled over into another qualified
plan or individual retirement account.
 
     Rollover of a Distribution. If a distribution is made in a lump sum, a
Participant may, under certain conditions, roll over to an individual retirement
account or other tax-qualified plan all amounts distributed from the Plan
account, except for amounts equal to Investment Plan Contributions and the
portion of any Trustee-to-Trustee Transfer Contribution equal to his or her
employee contributions into PAYSOP, and thereby postpone the payment of federal
income tax on the distribution. A subsequent distribution to the employee from
the individual retirement account or tax-qualified plan will be subject to
federal income tax at ordinary income rates and will not qualify for special
five-year averaging described above.
 
     Internal Revenue Service Approval. The tax consequences explained above are
based on the Internal Revenue Service's determination that the Plan is a
qualified plan under Sections 401(a) and 401(k) of the Code.
 
                                       17
<PAGE>   19
 
     The foregoing is not intended to cover all tax aspects of Plan
participation and is based upon current understanding of federal tax laws and
regulations as in effect as of the date of this Prospectus. Each Participant or
beneficiary should consult with tax counsel concerning specific tax
consequences, including the application of state tax laws which may differ from
the federal tax treatment.
 
                   SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS
 
     This notice contains important information Participants should consider
before they decide how to receive their benefits from the Plan.
 
SUMMARY
 
     A payment from the Plan that is eligible for "rollover" can be taken in two
ways. Participants may have ALL OR ANY PORTION of their payments either 1) PAID
IN A "DIRECT ROLLOVER" or 2) PAID DIRECTLY TO THEMSELVES. A rollover is a
payment of Plan benefits to an individual retirement arrangement (IRA) or to
another qualified employer plan. This choice will affect the tax owed.
 
     If a Participant chooses a DIRECT ROLLOVER:
 
     - The payment will not be taxed in the current year and no income tax will
       be withheld.
 
     - The payment will be made directly to a designated IRA or, if the
       Participant chooses, to another employer plan that will accept the
       rollover.
 
     - The payment will be taxed later when it is taken out of the IRA or the
       employer plan.
 
     If Participants choose to have Plan benefits PAID TO THEMSELVES:
 
     - A Participant will receive only 80% of the payment, because the Plan is
       required to withhold 20% of the payment and send it to the IRS as income
       tax withholding to be credited against taxes.
 
     - The payment will be taxed in the current year unless it is rolled over
       within 60 days of its receipt. Special tax rules are available that could
       reduce the tax owed. However, if the payment is received before age
       59 1/2, an additional 10% tax may be owed.
 
     - A Participant can roll over the payment by paying it to an IRA or to
       another employer plan that accepts rollovers within 60 days of receiving
       the payment. The amount rolled over will not be taxed until taken out of
       the IRA or employer plan.
 
     - If a Participant wants to roll over 100% of the payment to an IRA or an
       employer plan, OTHER MONEY MUST BE FOUND TO REPLACE THE 20% THAT WAS
       WITHHELD. If a Participant rolls over only the 80% that was received, tax
       will be imposed on the 20% that was withheld and that is not rolled over.
 
PAYMENTS ELIGIBLE TO BE ROLLED OVER
 
     Payments from the Plan may be "eligible rollover distributions." This means
that they can be rolled over to an IRA or to another employer plan that accepts
rollovers. Vanguard and other Plan administrators should be able to tell a
Participant what portion of a payment is an eligible rollover distribution. The
following types of payments cannot be rolled over:
 
     Non-Taxable Payments. In general, only the "taxable portion" of a payment
is an eligible rollover distribution. If a Participant has made Investment Plan
Contributions to the Plan, these contributions will be non-taxable when they are
paid to the Participant, and they cannot be rolled over. (Investment Plan
Contributions are contributions made to the Plan that were already taxed.)
 
                                       18
<PAGE>   20
 
     Payments Spread Over Long Periods. A payment cannot be rolled over if it is
part of a series of equal (or almost equal) payments that are made at least once
a year and that will last for:
 
     - the Participant's lifetime (or the Participant's life expectancy), or
 
     - the Participant's lifetime and the Participant's beneficiary's lifetime
       (or life expectancies), or
 
     - a period of ten years or more.
 
     Required Minimum Payments. Beginning in the year a Participant reaches age
70 1/2, a certain portion of a payment cannot be rolled over because it is a
"required minimum payment" that must be paid to the Participant.
 
DIRECT ROLLOVER
 
     Participants can choose a direct rollover of all or any portion of a
payment that is an "eligible rollover distribution," as described above. In a
direct rollover, the eligible rollover distribution is paid directly from the
Plan to an IRA or another employer plan that accepts rollovers. Participants
that choose a direct rollover, are not taxed on a payment until they take it out
of the IRA or the employer plan.
 
     Direct Rollover to an IRA. Participants can open an IRA to receive the
direct rollover. (The term "IRA", as used in this notice, includes individual
retirement accounts and individual retirement annuities.) Participants who
choose to have payment made directly to an IRA, should contact an IRA sponsor to
find out how to have payment made in a direct rollover to an IRA at that
institution. An IRA can be established to receive a payment and temporarily hold
the account balance until a decision is made on how to invest the funds.
However, in choosing an IRA, a Participant may wish to consider whether the IRA
chosen will allow all or a part of the payment to another IRA at a later date,
without penalties or other limitations. See IRS Publication 590, Individual
Retirement Arrangements, for more information on IRAs (including limits on how
often IRAs may be rolled over between IRAs).
 
     Direct Rollover to a Plan. If a Participant is employed by a new employer
that has a qualified plan, and would like to have a direct rollover made to that
plan, the administrator of that plan should be asked whether it will accept the
rollover. An employer plan is not legally required to accept a rollover. If the
new employer's plan does not accept a rollover, a Participant can make a direct
rollover to an IRA.
 
     Direct Rollover of a Series of Payments. If a Participant receives eligible
rollover distributions that are paid in a series for less than ten years, the
choice on whether a direct rollover will be made will apply to all later
payments in the series until a change is made to the payment election. A
Participant is free to change the election for any later payment in the series.
 
PAYMENT PAID TO A PARTICIPANT
 
     A payment made directly to a Participant is subject to a 20% income tax
withholding. The payment is taxed in the year it is received unless, within 60
days, it is rolled over to an IRA or another plan that accepts rollovers. If it
is not rolled over, special tax rules may apply.
 
     Mandatory Withholding. If any portion of a payment made directly to a
Participant is an eligible rollover distribution, the Plan is required by law to
withhold 20% of that amount. This amount is sent to the IRS as income tax
withholding. For example, if an eligible rollover distribution is $10,000, only
$8,000 will be paid to the Participant because the Plan must withhold $2,000 as
income tax. However, when the Participant prepares an income tax return for the
year, the full $10,000 will be reported as a payment from the Plan. The $2,000
will be reported as tax withheld, and it will be credited against any income tax
owed for the year.
 
     Voluntary Withholding. If any portion of a payment is not an eligible
rollover distribution but is taxable, the mandatory withholding rules described
above do not apply. In this case, an election may be made to not have
withholding apply to that portion. To elect out of withholding, ask Vanguard for
the election form and related information.
 
                                       19
<PAGE>   21
 
     Sixty-Day Rollover Option. If an eligible rollover distribution is paid to
a Participant, the Participant may still decide to roll over all or part of it
to an IRA or another employer plan that accepts rollovers. If the Participant
decides to roll over, THE ROLLOVER MUST BE MADE WITHIN 60 DAYS AFTER THE PAYMENT
IS RECEIVED. The portion of the payment that is rolled over will not be taxed
until it is taken out of the IRA or the employer plan.
 
     Up to 100% of the eligible rollover distribution, including an amount equal
to the 20% that was withheld, may be rolled over. If 100% is rolled over, other
money must be contributed to the IRA or the employer plan within the 60-day
period to replace the 20% that was withheld. On the other hand, if only the 80%
received is rolled over, the 20% that was withheld will be taxed.
 
          EXAMPLE: An eligible rollover distribution is $10,000, and the
     Participant chooses to receive payment directly. The Participant will
     receive $8,000 and $2,000 will be sent to the IRS as income tax
     withholding. Within 60 days after receiving the $8,000, the Participant may
     roll over the entire $10,000 to an IRA or employer plan. To do this, the
     Participant must roll over the $8,000 received from the Plan, and an
     additional $2,000 from other sources (savings, a loan, etc.). In this case,
     the entire $10,000 is not taxed until it is taken out of the IRA or
     employer plan. If the entire $10,000 is rolled over, when the Participant
     files a federal income tax return, the $2,000 withheld may be refunded.
 
          If, on the other hand, only $8,000 is rolled over, the $2,000 not
     rolled over is taxed in the year it was withheld. When the Participant
     files an income tax return, a refund of part of the $2,000 withheld may be
     payable. (However, any refund is likely to be larger if the entire $10,000
     is rolled over.)
 
     Additional 10% Tax if a Participant is Not Age 59 1/2. If a Participant
receives a payment before reaching age 59 1/2 and it is not rolled over, then,
in addition to the regular income tax, an additional tax equal to 10% of the
taxable portion of the payment may be payable. The additional 10% tax does not
apply to the payment if it is (1) paid because employment is terminated with the
employer during or after the year the Participant reaches age 55, (2) paid
because retirement is due to disability, (3) paid as equal (or almost equal)
payments over the Participant's life or life expectancy (or the Participant's
and the Participant's beneficiary's lives or life expectancies), or (4) used to
pay certain medical expenses. See IRS Form 5329 for more information on the
additional 10% tax.
 
     Special Tax Treatment. If an eligible rollover distribution is not rolled
over, it will be taxed in the year it is received. However, if it qualifies as a
"lump sum distribution", it may be eligible for special tax treatment. A lump
sum distribution is a payment of a Participant's entire balance under the Plan
(and certain other similar plans of the employer) that is paid to the
Participant within one year because the Participant has reached age 59 1/2 or
has terminated employment with the employer (or, in the case of a self-employed
individual, because the Participant has reached age 59 1/2 or has become
disabled). For a payment to qualify as a lump sum distribution, the Participant
must have been a participant in the Plan for at least 5 years. The special tax
treatment for lump sum distributions is described below.
 
          Five-Year Averaging. If a lump sum distribution is received after a
     Participant is age 59 1/2, the Participant may be able to make a one-time
     election to figure the tax on the payment by using "five-year averaging".
     Five-year averaging often reduces the tax owed because it treats the
     payment much as if it were paid over five years.
 
          Ten-Year Averaging If A Participant Was Born Before January 1,
     1936. If a lump sum distribution is received and the Participant was born
     before January 1, 1936, the Participant can make a one-time election to
     figure the tax on the payment by using "ten-year averaging" (using 1986 tax
     rates) instead of five-year averaging (using current tax rates). Like the
     five-year averaging rules, ten-year averaging often reduces the tax owed.
 
          Capital Gain Treatment If A Participant Was Born Before January 1,
     1936. In addition, if a lump sum distribution is received and the
     Participant was born before January 1, 1936, the Participant may elect to
     have the part of the payment that is attributable to pre-1974 participation
     in the Plan (if any) taxed as long-term capital gain at a rate of 20%.
 
                                       20
<PAGE>   22
 
     There are other limits on the special tax treatment for lump sum
distributions. For example, Participants can generally elect this special tax
treatment only once in their lifetime, and the election applies to all lump sum
distributions that are received in that same year. If a Participant previously
rolled over a payment from the Plan (or certain other similar plans of the
employer), the Participant cannot use this special tax treatment for later
payments from the Plan. If a Participant rolls over a payment to an IRA, this
special tax treatment for later payments from the IRA will not be available.
Also, if a Participant rolls over only a portion of a payment to an IRA, this
special tax treatment is not available for the rest of the payment. Additional
restrictions are described in IRS Form 4972, which has more information on lump
sum distributions and how to elect the special tax treatment.
 
     Employer Stock or Securities. There is a special rule that may be
applicable for a payment from the Plan that includes employer stock (or other
employer securities). To use this special rule, 1) the payment must qualify as a
lump sum distribution, as described above (or would qualify except that the
Participant does not yet have 5 years of participation in the Plan), or 2) the
employer stock included in the payment must be attributable to "after-tax"
employee contributions, if any. Under this special rule, a Participant may have
the option of not paying tax on the "net unrealized appreciation" of the stock
until the stock is sold. Net unrealized appreciation generally is the increase
in the value of the employer stock after it was acquired by the Plan. For
example, if employer stock was contributed to a Plan account when the stock was
worth $1,000 but the stock was worth $1,200 when it is received, tax would not
be paid on the $200 increase in value until the stock is later sold.
 
     A Participant may instead elect not to have the special rule apply to the
net unrealized appreciation. In this case, net unrealized appreciation will be
taxed in the year the stock is received, unless the stock is rolled over. The
stock (including any net unrealized appreciation) can be rolled over to an IRA
or another employer plan either in a direct rollover or a rollover that is made
by the Participant.
 
     If any employer stock is received in a payment that qualifies as a lump sum
distribution, the special tax treatment for lump sum distributions described
above (such as five-year averaging) also may apply. See IRS Form 4972 for
additional information on these rules.
 
SURVIVING SPOUSES, ALTERNATE PAYEES AND OTHER BENEFICIARIES
 
     In general, the rules summarized above that apply to payments to employees
also apply to payments to surviving spouses of employees and to spouses or
former spouses who are "alternate payees". An alternate payee is an individual
whose interest in the Plan results from a "qualified domestic relations order",
which is an order issued by a court, usually in connection with a divorce or
legal separation. Some of the rules summarized above also apply to a deceased
employee's beneficiary who is not a spouse. However, there are some exceptions
for payments to surviving spouses, alternate payees, and other beneficiaries
that should be mentioned.
 
     A surviving spouse may choose to have an eligible rollover distribution
paid in a direct rollover to an IRA or receive payment directly. If a surviving
spouse receives the payment directly, it may be kept or rolled over to an IRA
but it cannot be rolled over to an employer plan. An alternate payee has the
same choices as the employee. Thus, an alternate payee can have the payment paid
as a direct rollover or receive payment directly. If an alternate payee receives
payment directly, it may be kept or rolled over to an IRA or to another employer
plan that accepts rollovers. A beneficiary other than a surviving spouse CANNOT
choose a direct rollover, and CANNOT roll over the payment.
 
     Payments to a surviving spouse, an alternate payee, or another beneficiary
are not subject to the additional 10% tax described in "Special Tax Notice
Regarding Plan Payments -- Payment Paid to a Participant" above, even if they
are younger than age 59 1/2.
 
     A surviving spouse, an alternate payee, or another beneficiary may be able
to use the special tax treatment for lump sum distributions and the special rule
for payments that include employer stock, as described in "Special Tax Notice
Regarding Plan Payments -- Payment Paid to a Participant" above. If a payment is
received because of a Participant's death, the beneficiary may be able to treat
the payment as a lump sum
 
                                       21
<PAGE>   23
 
distribution if the employee met the appropriate age requirements, whether or
not the employee had 5 years of participation in the Plan.
 
HOW TO OBTAIN ADDITIONAL INFORMATION
 
     This Prospectus summarizes only the federal (not state or local) tax rules
that might apply to payments. The rules described above are complex and contain
many conditions and exceptions that are not included in this notice. Therefore,
Participants may wish to consult with a professional tax advisor BEFORE they
take a payment of benefits from the Plan. Also, more specific information on the
tax treatment of payments from qualified retirement plans can be found in IRS
Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual
Retirement Arrangements. These publications are available from local IRS offices
or by calling (800) TAX-FORMS.
 
                          OTHER IMPORTANT INFORMATION
 
     Restrictions on Resale of Household Common Stock. There are generally no
restrictions on resale of Household's common stock acquired pursuant to the Plan
except for employees who are deemed to be "affiliates" of the Corporation, and
directors or officers of the Corporation who are subject to Section 16 of the
Securities Exchange Act of 1934. An affiliate may resell common stock of
Household acquired under the Plan either pursuant to a registration statement or
pursuant to Rule 144 or another applicable exemption under the Securities Act of
1933. For purposes of reselling, an affiliate is basically defined as a control
person or one who, directly or indirectly, has the power to direct or cause the
direction of the management and policies of Household. Under Section 16 of the
Securities Exchange Act of 1934, any profit realized by a director or officer of
Household through the purchase and sale or any sale and purchase of any equity
security of Household within a period of six months might be recoverable by
Household. If an employee thinks that he or she might be an affiliate of the
Corporation, or subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, an attorney should be consulted to determine what steps
should be taken to accomplish any such resale under securities laws.
 
     Amendment or Termination. The Plan has no specified duration. Household
reserves the right to amend, suspend, or terminate the Plan at any time, and to
discontinue or modify its contributions at any time. Rights or benefits
previously acquired by or allocated for Participants will not be adversely
affected by any such action unless the general officers of Household, on advice
of legal counsel, determine such action to be necessary or advisable to conform
the Plan to the requirements of Sections 401 and 501 of the Code or other
federal law.
 
     Reports to Participants. Participants in the Plan will receive an account
statement showing their current account balance as of the end of each quarter.
 
     Non-assignability and Security Interests. Except for security interests in
a Participant's account resulting from loans by the Plan to a Participant, and
unless otherwise required by law, e.g. a qualified domestic relations order, a
Participant may not assign, transfer, pledge, or otherwise encumber the
Participant's interest in the Plan.
 
     Burden of Risk. Household does not guarantee the value of the benefits
payable under the Plan, and payments which are specified to be made thereunder
shall be made exclusively from the assets of the Trust. A Participant assumes
all risk connected with any decline in market value of Household common stock or
other securities and investments credited to the Participant's account.
 
     Miscellaneous. The foregoing statements are summaries of important
provisions of the Plan and are not complete. Each employee may obtain a complete
copy of the Plan from the Corporation. In case of any conflict between
information provided in this Prospectus and the provisions of the Plan, the
provisions of the Plan control.
 
                                       22
<PAGE>   24
 
                           AVAILABLE INFORMATION AND
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     Household is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports 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, and the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy
statements, and other material concerning Household can be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
 
     The following documents filed with the Commission are incorporated herein
by reference:
 
          (a) The Corporation's and the Plan's latest annual reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     or, in the case of the Corporation, the latest prospectus filed pursuant to
     Rule 424(b) under the Securities Act of 1933, which contains, either
     directly or by incorporation by reference, certified financial statements
     for the Corporation's latest fiscal year for which such statements have
     been filed.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual reports or the prospectus incorporated pursuant to (a) above.
 
          (c) The description of any class of securities to be offered herein
     which is contained in any registration statements filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendments or reports
     filed for the purpose of updating such description.
 
     All documents subsequently filed by Household pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
 
     Household will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits to such documents). Requests should be directed to: Household
International, Inc., 2700 Sanders Road, Prospect Heights, IL 60070, Attention:
Office of the Secretary (Telephone: (847) 564-5000).
 
                                 LEGAL OPINIONS
 
     The legality of the securities being registered will be passed upon for
Household International, Inc. by John W. Blenke, Assistant General Counsel and
Secretary for Household International, Inc. Mr. Blenke is a full-time employee
and an officer of Household International, Inc. and owns, and holds options to
purchase, shares of Common Stock of Household International, Inc.
 
                                    EXPERTS
 
     The financial statements and schedules of Household International, Inc. and
its subsidiaries incorporated by reference in this Prospectus, to the extent and
for the periods indicated in its reports, have been audited by Arthur Andersen
LLP, independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
 
                                       23
<PAGE>   25
 
                                    PART II
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The information set forth under "Available Information and Incorporation of
Certain Documents by Reference" in the Prospectus included as a part of this
Registration Statement is hereby incorporated herein by reference.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The information set forth under "Legal Opinions" and "Experts" in the
Prospectus included as a part of this Registration Statement is hereby
incorporated herein by reference.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The General Corporation Law of Delaware (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Restated Certificate of
Incorporation, as amended, of Household International, Inc. ("Household"),
contains a provision which eliminates directors' personal liability as set forth
above.
 
     The General Corporation Law of Delaware (Section 145) gives Delaware
corporations such as Household broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions; gives a director or officer who
successfully defends an action the right to be so indemnified; and authorizes
Delaware corporations to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other right to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or otherwise.
 
     Household's Restated Certificate of Incorporation, as amended, provides for
indemnification to the fullest extent as expressly authorized by Section 145 of
the General Corporation Law of Delaware for directors, officers and employees of
Household and also to persons who are serving at the request of Household as
directors, officers or employees of other corporations (including subsidiaries).
This right of indemnification is not exclusive of any other right which any
person may acquire under any statute, bylaw, agreement, contract, vote of
stockholders or otherwise.
 
     Household has purchased liability policies which indemnify its officers and
directors against loss arising from claims by reason of their legal liability
for acts as officers and directors, subject to limitations and conditions as set
forth in the policies.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
     4) Amended and Restated Household International Tax Reduction Investment
        Plan, together with Amendments One through Seven thereof.
 
     5A) Opinion of Mr. John W. Blenke, Assistant General Counsel and Secretary
         of Household, as to the legality of the securities being registered.
 
                                      II-1
<PAGE>   26
 
     5B) Internal Revenue Service Determination letter as to qualification under
         Section 401 of the Internal Revenue Code.
 
     5C) Undertaking to file amended provisions of the plan with the Internal
         Revenue Service.
 
     23A) Consent of Arthur Andersen LLP, Certified Public Accountants.
 
     23B) Consent of Mr. Blenke is contained in his opinion.
 
     24) Power of Attorney (included on Page II-3 hereof).
 
ITEM 9. 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 registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in the 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 the undertakings set forth in paragraphs
        (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
        to be included in a post-effective amendment by those paragraphs is
        contained in periodic reports filed by the registrant pursuant to
        section 13 or section 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.
 
          (3) To remove from 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
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
 
     (h) 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 proceedings) 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-2
<PAGE>   27
 
                                   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-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 24th
day of January, 1996.
 
                                          HOUSEHOLD INTERNATIONAL, INC.
 
                                          By           W. F. ALDINGER
 
                                          --------------------------------------
                                                      W. F. Aldinger
                                          President and Chief Executive Officer
 
     Each person whose signature appears below constitutes and appoints J. W.
Blenke, M. M. Carlson, L. S. Mattenson, J. M. Powell and P. D. Schwartz and each
or any one of them (with full power to act alone), as his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorneys-in-fact and agents 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 attorneys-in-fact and agents 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 by the following persons in the
capacities indicated on the 24th day of January, 1996.
 
<TABLE>
<CAPTION>
                  SIGNATURE                                             TITLE
---------------------------------------------            ------------------------------------
<C>                                                      <S>
               W. F. ALDINGER                            President, Chief Executive Officer
---------------------------------------------              and Director
              (W. F. Aldinger)
                 D. C. CLARK                             Chairman of the Board and Director
---------------------------------------------
                (D. C. Clark)
                R. J. DARNALL                            Director
---------------------------------------------
               (R. J. Darnall)
                G. G. DILLON                             Director
---------------------------------------------
               (G. G. Dillon)
               J. A. EDWARDSON                           Director
---------------------------------------------
              (J. A. Edwardson)
                                                         Director
---------------------------------------------
                (M. J. Evans)
                 D. FISHBURN                             Director
---------------------------------------------
             (D. Fishburn, M.P.)
            C. F. FREIDHEIM, JR.                         Director
---------------------------------------------
           (C. F. Freidheim, Jr.)
</TABLE>
 
                                      II-3
<PAGE>   28
 
<TABLE>
<CAPTION>
                  SIGNATURE                                             TITLE
---------------------------------------------            ------------------------------------
<C>                                                      <S>
                 L. E. LEVY                              Director
---------------------------------------------
                (L. E. Levy)

                 G. A. LORCH                             Director
---------------------------------------------
                (G. A. Lorch)

                J. D. NICHOLS                            Director
---------------------------------------------
               (J. D. Nichols)

               J. B. PITBLADO                            Director
---------------------------------------------
              (J. B. Pitblado)

                S. J. STEWART                            Director
---------------------------------------------
               (S. J. Stewart)

            L. W. SULLIVAN, M.D.                         Director
---------------------------------------------
           (L. W. Sullivan, M.D.)

                 R. C. TOWER                             Director
---------------------------------------------
                (R. C. Tower)

              D. A. SCHOENHOLZ                           Senior Vice President -- Chief
---------------------------------------------              Financial Officer (also a
             (D. A. Schoenholz)                            Principal Accounting Officer)
</TABLE>
 
                                      II-4
<PAGE>   29
 
                             SIGNATURE FOR THE PLAN
 
     Pursuant to the requirements of the Securities Act of 1933, the Household
International Tax Reduction Investment Plan 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 24th
day of January, 1996.
 
                                          HOUSEHOLD INTERNATIONAL TAX
                                            REDUCTION INVESTMENT PLAN
 
                                          By:          MARY E. BILBREY
 
                                          --------------------------------------
                                                      (Mary E. Bilbrey)
 
                                          Member of the Administrative and
                                          Investment
                                          Committee of the Household
                                          International Tax
                                          Reduction Investment Plan
 
                                      II-5
<PAGE>   30
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                          EXHIBIT
--------   ------------------------------------------------------------------------------------
<C>        <S>
      4)   Amended and Restated Household International Tax Reduction Investment Plan, together
           with Amendments One through Seven thereof.
     5A)   Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as
           to the legality of the securities being registered.
     5B)   Internal Revenue Service Determination letter as to qualification under Section 401
           of the Internal Revenue Code.
     5C)   Undertaking to file amended provisions of the plan with the Internal Revenue
           Service.
    23A)   Consent of Arthur Andersen LLP, Certified Public Accountants.
    23B)   Consent of Mr. Blenke is contained in his opinion.
     24)   Power of Attorney (included on Page II-3 hereof).
</TABLE>
 
                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 119166}]
{"company-data": {"conformed-name": "HOUSEHOLD INTERNATIONAL INC", "cik": "0000354964", "assigned-sic": "6141", "irs-number": "363121988", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00397", "film-number": "96506469"}, "business-address": {"street1": "2700 SANDERS RD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070", "phone": "7085645000"}, "mail-address": {"street1": "2700 SANDERS ROAD", "city": "PROSPECT HEIGHTS", "state": "IL", "zip": "60070"}}
1
 
                                                      REGISTRATION NO. 33-
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           The Securities Act of 1933
                         ------------------------------
 
                         HOUSEHOLD INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
 
                                    DELAWARE
                        (State or other jurisdiction of
                         incorporation or organization)
 
                    2700 SANDERS ROAD, PROSPECT HEIGHTS, IL
                    (Address of Principal Executive Offices)

                                   36-3121988
                                (I.R.S. Employer
                              Identification No.)
 
                                     60070
                                   (Zip Code)
 
             HOUSEHOLD INTERNATIONAL TAX REDUCTION INVESTMENT PLAN
                            (Full title of the plan)
                         ------------------------------
 
                           LAURIE S. MATTENSON, ESQ.
                 ASSOCIATE GENERAL COUNSEL -- CORPORATE FINANCE
                         HOUSEHOLD INTERNATIONAL, INC.
                               2700 SANDERS ROAD
                           PROSPECT HEIGHTS, IL 60070
                    (Name and address of agent for service)
 
                                 (708) 564-6557
         (Telephone number, including area code, of agent for service)
                         ------------------------------
 
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
                                              PROPOSED MAXIMUM PROPOSED MAXIMUM
     TITLE OF SECURITIES       AMOUNT TO BE    OFFERING PRICE      AGGREGATE        AMOUNT OF
      TO BE REGISTERED         REGISTERED(1)         PER           OFFERING     REGISTRATION FEE
                                              INTEREST/SHARE(2)     PRICE(2)
-------------------------------------------------------------------------------------------------
Household International, Inc.     2,000,000
  Common Stock, $1 par            Shares       Not applicable    $109,000,000        $37,587
  value......................
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
(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) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
    basis of the average of the high and low prices of the Common Stock as
    reported on the New York Stock Exchange on January 17, 1996.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PURSUANT TO RULE 429 THE PROSPECTUS INCLUDED IN THIS REGISTRATION STATEMENT IS A
COMBINED PROSPECTUS WHICH ALSO RELATES TO REGISTRATION STATEMENT NO. 33-52211.
2
 
                            HOUSEHOLD INTERNATIONAL
                         TAX REDUCTION INVESTMENT PLAN
 
                           -------------------------
 
     This Prospectus contains important information about the Household
International Tax Reduction Investment Plan (referred to herein as the "Plan" or
"TRIP"). The Plan has been adopted to encourage eligible employees to establish
a regular savings program and to provide such employees with additional benefits
through employer contributions and through tax benefits resulting from
participating in the Plan. A total of 5,500,000 shares of Household
International, Inc. common stock ($1 par value) and an indeterminable number of
Interests in the Plan have been or are being offered pursuant to the Plan. If
you have any questions concerning the Plan, you should contact Employee Benefits
at the Home Office.
 
                           -------------------------
 
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 APPENDIX OR THE PROSPECTUS TO WHICH IT RELATES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                           -------------------------
 
                The date of this Prospectus is January 24, 1996
3
 
                               TABLE OF CONTENTS
PAGE
                                                                                         ----
Introductory Statement................................................................     3
Description of the Plan...............................................................     3
  General.............................................................................     3
  Eligibility.........................................................................     3
  Administration of the Plan..........................................................     3
  Contributions.......................................................................     5
  Investment Funds....................................................................     7
  Performance of the Investment Funds.................................................    10
  Changing Investment Options in the Investment Funds.................................    11
  Transfer Restrictions...............................................................    11
  Vesting.............................................................................    12
  Withdrawals.........................................................................    12
  Dividend Withdrawals................................................................    13
  Special Rules for Hardship Withdrawals..............................................    13
  Distributions Upon Termination of Employment........................................    14
  Loans to Participants...............................................................    15
Federal Income Tax Effects to Participants............................................    15
  General.............................................................................    15
  Contributions to Employee Accounts..................................................    15
  Withdrawals While Employed..........................................................    15
  Withdrawals of Dividends............................................................    16
  Distributions Upon Termination of Employment........................................    16
  Excess Tax Reduction Contributions..................................................    17
  Excise Tax on Excess Distributions..................................................    17
  Rollover of a Distribution..........................................................    17
  Internal Revenue Service Approval...................................................    17
Special Tax Notice Regarding Plan Payments............................................    18
  Summary.............................................................................    18
  Payments Eligible to be Rolled Over.................................................    18
  Direct Rollover.....................................................................    19
  Payment Paid to a Participant.......................................................    19
  Surviving Spouses, Alternate Payees and other Beneficiaries.........................    21
  How to Obtain Additional Information................................................    22
Other Important Information...........................................................    22
Available Information and Incorporation of Certain Documents by Reference.............    23
Legal Opinions........................................................................    23
Experts...............................................................................    23
2
4
 
                             INTRODUCTORY STATEMENT
 
     In this Prospectus, Household International, Inc. is referred to as
"Household" or the "Corporation". The address of Household's general
administrative office is 2700 Sanders Road, Prospect Heights, Illinois 60070
(Telephone: (847) 564-5000). A copy of the Corporation's latest Annual Report to
shareholders is being delivered with this Prospectus to employees, except to
employees who have previously received a copy of such Report; however, Household
will promptly send without charge an additional Annual Report to any such
employee at the employee's request.
 
                            DESCRIPTION OF THE PLAN
 
GENERAL
 
     The Plan and the trust fund established thereunder are intended to qualify
under Section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and meet the requirements under Section 401(k) of the Code as well as
the applicable requirements under Section 409 of the Code pertaining to an
Employee Stock Ownership Plan. The Plan is also subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA") which are
applicable to "defined contribution plans". These provisions include reporting,
disclosure, participation, vesting and fiduciary responsibilities. Because the
Plan is not a defined benefit plan, Participants are not guaranteed a specific
amount by the Plan, and the benefit is not insured by the Pension Benefit
Guaranty Corporation. Consequently, Title IV (plan termination insurance) of
ERISA does not apply to this Plan.
 
ELIGIBILITY
 
     Household and each of its participating subsidiaries (the "Employers") will
each contribute to the Plan for its own employee participants (the
"Participants"). Any employee of Household International, Inc. and its U.S.
subsidiaries (including Household Finance Corporation, Household Finance
Corporation II, Household Finance Corporation III, Household Financial Group
Ltd., Household Finance Consumer Discount Company, Household Bank, f.s.b.,
Household Insurance Services, Inc., Household Credit Services, Inc., Household
Credit Services of Mexico, Inc., Household Finance Corporation of Alabama,
Household Financial Center, Inc., Hamilton Investments, Inc., Household Retail
Services, Inc., Household Commercial Financial Services, Inc. and Household Life
Insurance Company), except for an employee in a collective bargaining unit or of
Color Prelude, Inc., Capital Graphics, Inc. or B & K Corporation is eligible to
participate in the Plan on the first day of the calendar quarter coinciding with
or following the earlier of (i) the completion of three years of service, or
(ii) the attainment of age 21 and completion of one year of service. Any
eligible employee may begin participation in the Plan if the employee meets the
minimum years of service requirement specified in the preceding sentence. An
employee who chooses not to participate in the Plan at such time as he becomes
eligible may elect to participate in the Plan effective on the first day of any
calendar quarter in accordance with the terms of the Plan, by completing the
proper form and submitting it to Household at least 30 days prior to the first
day of that calendar quarter. If an election form is received later than 30 days
prior to the start of a calendar quarter, the employee will be admitted into the
Plan on the first day of the second calendar quarter immediately following the
date the form is received.
 
ADMINISTRATION OF THE PLAN
 
     The Plan's Administrative and Investment Committee (the "Committee") has
responsibility for administration of the Plan, including interpreting provisions
of the Plan, reviewing claims arising under the Plan, and filing reports and
other notices required for the continual qualification of the Plan under the
Code. Committee members are appointed and serve at the discretion of Household's
Chief Executive Officer.
 
     Household has entered into a Trust Agreement with Vanguard Fiduciary Trust
Company ("Vanguard" or, the "Trustee") under which Vanguard will be Trustee of
the trust fund (the "Trust") and recordkeeper for the Plan. The Trustee has
responsibility for the administration of the Trust and the management of the
assets held by it. The Trustee may be removed, and a new Trustee appointed, at
the discretion of the Committee.
 
                                        3
5
 
Additional information about the Plan, the Committee and Vanguard can be
obtained from Household at its address previously noted herein or by calling
Employee Benefits at the Home Office, telephone number (847) 564-5000.
 
     THIS PLAN OFFERS PARTICIPANTS THE OPPORTUNITY TO DIRECT INVESTMENTS OF
THEIR ACCOUNTS, BUT ONLY IN A VERY LIMITED MANNER AS TO THE COMPANY MATCHING
ACCOUNT (DESCRIBED BELOW). IT IS THE INTENTION OF THE COMPANY AND THE COMMITTEE
THAT THE FIDUCIARIES OF THE PLAN ARE TO BE RELIEVED OF LIABILITY FOR ANY LOSSES
WHICH ARE THE DIRECT AND NECESSARY RESULT OF INVESTMENT INSTRUCTIONS GIVEN BY A
PARTICIPANT OR BENEFICIARY.
 
     Administrative expenses of the Plan, including fees of the Trustee,
counsel, accountants, or other experts appointed under the Plan, will be paid
out of the Trust to the extent not paid by Household.
 
     The following Administrative expenses of the Plan are paid out of the
Trust:
 
          Household Common Stock Fund: Vanguard assesses an administrative fee
     of ten basis points (0.10%) per annum on the first fifty million dollars
     ($50,000,000) of the aggregate value of the common stock in this fund and
     five basis points (0.05%) per annum on any remaining amount exceeding fifty
     million dollars ($50,000,000) of the aggregate value of the common stock in
     this fund using a daily accrual rate that is recorded on the stock ledger
     for this fund. At the end of each calendar quarter, Vanguard redeems the
     accrued fee from funds on deposit in a separate Vanguard Money Market
     Reserves account which is a part of the Common Stock Fund.
 
          Fixed Income Security Fund: Vanguard assesses a $10,000 annual
     administrative fee for the guaranteed investment contracts that existed in
     the portfolio at the time of Vanguard's appointment as Trustee on January
     1, 1991. This fee is assessed at a daily rate and is deducted from the
     assets of this fund on a monthly basis. For the portion of this fund that
     is invested in the Vanguard Investment Contract Trust, thirty basis points
     (0.30%) is deducted from income to this fund prior to distribution to
     Participant accounts.
 
          Vanguard Extended Market Index Trust Fund: Vanguard will assess a
     0.50% fee on shares purchased in this fund at the time shares are purchased
     to cover transaction costs consisting of bid/ask spreads, commissions, and
     market impact (liquidity costs). The fee will assure that transaction costs
     are spread equitably among shareholders of the portfolio. Since the fee is
     paid directly by the portfolio, this fee is not, and should not be
     construed as, a sales load.
 
          Loan Fee: Participants will be charged a $40 administrative fee for
     each new loan drawn from the Plan after January 1, 1996. This fee may be
     changed from time to time by the Committee.
 
          Deferred Distribution Fee: Beginning July 1, 1994, Participants who
     defer distribution of their accounts beyond the first day of July following
     the calendar year in which their employment terminates will be charged an
     annual fee of $30 until distribution is initiated.
 
     With respect to shares of Household's common stock and shares in the
Windsor II Fund, Quantitative Portfolio Fund, Extended Market Index Trust Fund,
Wellington Fund and Money Market Reserves -- Federal Portfolio Prime Cap Fund
and International Growth Portfolio Fund held by the Trust, each Participant may
instruct the Trustee on how shares held in the Participant's account are to be
voted. Any shares of Household's common stock for which voting instructions are
not received from a Participant will be voted by the Trustee (i) in the same
manner as the majority of shares for which voting directions are received by the
Trustee, and (ii) with respect to the election of directors, the Trustee will
vote for the nominees who receive the most votes pursuant to such voting
directions.
 
     By resolution of the Board of Directors of Household, all proxies,
consents, ballots and voting materials that identify the vote of specific
stockholders are to be kept confidential except in the case of a contested
proxy, consent solicitation or to meet applicable legal requirements. All such
documents are to be returned to the tabulator and are to be made available to
the Inspectors of Election to enable them to certify the results of the vote.
The tabulator for each proxy solicitation and the Inspectors of Election will be
appointed by the Board of Directors prior to the meeting of shareholders for
which the proxy solicitation is required. The tabulator will provide all
comments written on or accompanying proxy cards to the Corporation, along with
the
 
                                        4
6
 
name of the stockholder, without indication of the vote of the stockholder
except where the vote is included in the comment or is necessary for an
understanding of the comment.
 
     Both Vanguard and the tabulator have been informed of this confidential
position and neither will reveal any information relating to the purchase, sale
and holding and exercise of voting and similar rights with respect to such
securities to any officer, employee or agent of the Company except as required
by law or regulation. The TRIP Committee is designated to monitor Plan
compliance with these procedures. The TRIP Committee's address is 2700 Sanders
Road, Prospect Heights, Illinois 60070. Phone: (847) 564-5000.
 
     Other voting securities held in the Trust by the Trustee will be voted by
the Trustee in accordance with instructions given by the Committee. In the event
of a tender offer or exchange offer for shares of Household's common stock, each
Participant will be given the opportunity to decide individually whether shares
held in the Participant's account will be tendered or exchanged.
 
CONTRIBUTIONS
 
     Investment Plan and Tax Reduction Contributions. The Plan allows a
Participant to elect to make Tax Reduction Contributions and Investment Plan
Contributions to a Plan account through payroll deductions from 1% to 15% (in
whole percentages only) of eligible compensation. A contribution designated as a
Tax Reduction Contribution reduces the gross income of the Participant for
federal income tax purposes (except for social security taxes) at the time of
such contribution, whereas an Investment Plan Contribution is made on an
after-tax basis. Participants may make both Investment Plan Contributions and
Tax Reduction Contributions, but in no event may a combination of such
contributions exceed 15% of the Participant's compensation. Eligible
compensation includes salary, bonuses, commissions, overtime payments, severance
pay, and pay in lieu of vacation, but as of the date of this Prospectus may not
exceed $150,000 annually. (The maximum amount of eligible compensation is
adjusted annually for changes in the cost of living pursuant to regulations
issued by the Secretary of the Treasury). Participants may also be subject to
other limitations on the amount of contributions, as described elsewhere herein.
 
     Please refer to "Description of the Plan -- Withdrawals" and "-- Special
Rules for Hardship Withdrawals" for important information regarding certain
restrictions on the ability of Participants to withdraw contributions and
earnings from their accounts. Reference is also made to "Federal Income Tax
Effects to Participants" for information regarding the different tax
considerations applicable to Investment Plan Contributions and Tax Reduction
Contributions.
 
     Investment Elections. Participants must submit an investment election form
to Household designating the Investment Funds in which they wish their
contributions to be invested. Contributions to individual Investment Funds must
be made in multiples of 10% of the total of a Participant's Tax Reduction
Contributions and Investment Plan Contributions. The Investment Funds are
described elsewhere herein.
 
     Rollover Contributions. In addition to the contributions specified above,
employees who receive a "qualifying distribution" under the Code from any other
tax qualified plan (as defined in the Plan) may have all or part of such
distribution transferred to a rollover account established in the name of the
employee for that purpose (a "Rollover Contribution"). Such Rollover
Contributions are subject to regulations imposed by the Code. Household
recommends that Participants consult with their tax advisors with respect to the
impact of such regulations. An investment election form must be submitted with
the Rollover Contribution which directs that such Rollover Contribution be
invested in the Investment Fund(s) of the Participant's choosing in multiples of
10% of the Participant's Rollover Contribution.
 
     Trustee-to-Trustee Transfer Contributions. In connection with the
distribution resulting from the termination of the Household International Tax
Credit Stock Ownership Plan ("PAYSOP"), participants in PAYSOP were permitted
during 1988 to transfer their PAYSOP account balances (which were primarily
invested in shares of Household common stock) into the Household Common Stock
Fund of the Plan (as described herein) ("Trustee-to-Trustee Contributions").
 
     Employer Matching Contributions. Subject to certain limitations, each
Participant's Employer may at its option elect to make contributions each month
to Participant accounts in an amount determined by the
 
                                        5
7
 
Employer. Each Employer's matching contribution ("Employer Matching
Contributions") will not be more than 6% of each Participant's compensation and
the amount of each Participant's Tax Reduction Contributions and Investment Plan
Contributions which are eligible to be matched by the Employer may not exceed 4%
of the Participant's compensation. Employer Matching Contributions may be made
in cash or in Household's common stock, at the discretion of Household. However,
all Employer Matching Contributions made in cash will be invested in the
Household Common Stock Fund. Employer Matching Contributions shall be made first
to match a Participant's Tax Reduction Contributions and then to match a
Participant's Investment Plan Contributions.
 
     As of the date of this Prospectus, subject to the 6% of Participant
compensation limitation described above, Employer Matching Contributions will be
made each month at a rate equal to 300% of a Participant's Tax Reduction
Contributions and Investment Plan Contributions on the first 1% of a
Participant's compensation and 100% of such contributions on the next 2% through
4% of a Participant's compensation.
 
     Suspending or Changing Contributions. Participants may suspend Tax
Reduction Contributions and/or Investment Plan Contributions at any time. The
effective date of such a suspension will be as soon as reasonably possible
following receipt by Household of a notice of such suspension of such
contributions. Participants may resume Tax Reduction Contributions and/or
Investment Plan Contributions as of the first day of a calendar quarter. In no
event may such contributions resume prior to the first day of the calendar
quarter at least 30 days following Household's receipt of a Participant's
written election to resume contributions.
 
     Participants may increase or decrease the amount of their Investment Plan
Contributions and/or their Tax Reduction Contributions, effective the first day
of a calendar quarter, by submitting a properly executed election form to
Household at least 30 days prior to the effective date of the change. Election
forms received less than 30 days prior to a calendar quarter will be effective
on the first day of the subsequent calendar quarter.
 
     Limitations on Contributions. The total contributions allocated to a
Participant's Plan account for any calendar year are limited pursuant to
requirements of the Code. In general, the Code requires that Tax Reduction
Contributions, Investment Plan Contributions, and Employer Matching
Contributions, forfeitures, and certain defined Participant contributions cannot
exceed the lesser of (i) 25% of the Participant's annual compensation, or (ii)
an amount, which as of the date of this Prospectus is $30,000, (this amount may
be adjusted annually for changes in the cost of living in accordance with
regulations issued by the Secretary of the Treasury), or (iii) an amount which,
when considered together with benefits or contributions for the Participant
under other tax-qualified plans of Household and its subsidiaries, does not
cause the Participant's benefits or contributions under all such plans to exceed
certain limitations imposed by the Code.
 
     In addition, a Participant may not contribute, as of the date of this
Prospectus, more than $9,500 of Tax Reduction Contributions in any year, but
such limit may be adjusted annually for changes in the cost of living in
accordance with regulations issued by the Secretary of the Treasury. Any
contributions by a Participant in excess of $9,500 during a year which were
designated as Tax Reduction Contributions will be automatically treated as
Investment Plan Contributions. Reference is made to "Federal Income Tax Effects
to Participants -- Excess Tax Reduction Contributions" herein for further
information on excess Tax Reduction Contributions.
 
     There are also limitations on contributions made by individuals who are
considered by the Internal Revenue Service to be "highly compensated
individuals". Elections to make Tax Reduction Contributions and Investment Plan
Contributions by Participants who are highly compensated individuals will be
valid only to the extent that the total of such contributions made bears a
required relationship, set forth in the Code, to such contributions made by all
other individuals in the Plan. Contributions made by Participants who are not
highly compensated individuals will not be affected by these rules. Tax
Reduction Contributions of highly compensated individuals that exceed this
limitation must be reduced until the required relationship is met. In such
event, the reduced Tax Reduction Contributions of a Participant, and earnings
thereon, may be deemed Investment Plan Contributions or may be returned to the
Participant. Investment Plan Contributions and Employer Matching Contributions
of Participants who are highly compensated individuals must also be
 
                                        6
8
 
reduced in order to meet the required relationship. Reduced Employer Matching
Contributions, to the extent not vested, may be forfeited, and reduced
Investment Plan Contributions, vested Employer Matching Contributions, and
earnings thereon, may be returned to the Participants who are highly
compensated. Employer Matching Contributions and earnings on all contributions
will be taxed as regular income. Reduced Tax Reduction Contributions cannot be
deemed to be Investment Plan Contributions to the extent that such treatment
will cause Investment Plan Contributions by highly compensated individuals to
exceed the required relationship.
 
     Total Tax Reduction Contributions and Employer Matching Contributions,
which are deductible by Household as an expense for federal income tax purposes,
will be limited to the maximum amount which Household is permitted to deduct
during any year.
 
INVESTMENT FUNDS
 
     The Plan is intended to be a "participant directed plan" as described in
Section 404(c) of ERISA, and Title 29 of the Code of Federal Regulations Section
2550.404c-1. The fiduciaries of the Plan may be relieved of liability for any
losses which are the direct and necessary result of investment instruction given
by the Participant or beneficiary.
 
     Participants may direct the investment of their contributions into one of
the following nine investment funds (the "Investment Funds"):
 
     Household Common Stock Fund. This fund will primarily be invested in shares
of common stock of Household. Temporary cash balances may be invested in a
short-term money market account. Any dividends, net of Plan expenses
attributable to the Household Common Stock Fund, will be reinvested in
Household's common stock, unless the Participant has elected to have such cash
dividends distributed. Reference is made to "Description of the Plan -- Dividend
Withdrawals" for further information on such distributions. The Trustee may
purchase Household's common stock at market prices in transactions over
securities exchanges and may also purchase newly-issued or treasury stock
directly from Household at such prices and on such terms as it deems proper.
 
     Fixed Income Securities Fund. Assets in this fund, as well as ongoing
employee contributions, are primarily invested in the Vanguard Fiduciary Trust
Company Investment Contract Trust (formerly named The Vanguard Variable Rate GIC
Trust). In addition, future proceeds received upon the maturity, termination or
sale of the existing individual investment contracts held by this fund with the
insurance companies specified below under "Performance of the Investment Funds"
will be invested in the Vanguard Fiduciary Trust Company Investment Contract
Trust. Vanguard Fiduciary Trust Company has the authority to sell or terminate
the investment contracts currently in effect if it deems it to be in the best
interests of Participants to do so, and it may choose to exercise this
discretion in the future. Any gain or loss (if any) realized on such termination
or sale will be borne by Participants with investments in this fund following
such termination or sale. The Vanguard Fiduciary Trust Company Investment
Contract Trust seeks to provide safety of principal and a level of current
income consistent with other instruments with a two- to three-year average
maturity. The Trust is a collective trust invested primarily in guaranteed
investment contracts issued by insurance companies and bank investment contracts
issued by commercial banks. The Trust intends to maintain a constant net asset
value of $1.00 per share. There is no assurance that the fund will be able to
maintain a stable net asset value of $1.00 per share.
 
     The interest earnings for any year is a blend or average of all the
investments in this fund and, consequently, the interest rate on this fund will
fluctuate based on the interest rate earned on individual investments held by
the fund. Using a single blended rate has the effect of smoothing rate
fluctuations from year to year. The Vanguard Fiduciary Trust Company Investment
Contract Trust return will be blended with the return on the other contracts.
 
     Windsor II Fund. Vanguard's Windsor II Fund is a mutual fund designed to
provide long-term capital growth and a reasonable level of current income from
dividends. The fund's policy is to invest in a diversified portfolio of common
stocks listed on exchanges in the United States. Windsor II follows a flexible
investment
 
                                        7
9
 
strategy emphasizing income-producing common stocks which are, in the investment
adviser's opinion, undervalued in the marketplace at the time of purchase. For
the most part, these securities are characterized by above-average income yields
and below-average price-earnings ratios, relative to the stock market in
general, as measured in the Standard & Poor's 500 Composite Stock Price Index
("S&P 500 Index"). The price per share is determined by dividing the total
market value of the fund's investments and other assets, less any liabilities,
by the number of outstanding shares of the fund. Price per share is determined
as of the close of the New York Stock Exchange (the "Exchange") on each day that
the Exchange is open, and on any other day on which there is sufficient trading
in the fund's portfolio securities to materially affect the fund's price per
share. Dividend income is credited to Participants' Plan accounts and is used to
purchase additional shares of the Windsor II Fund.
 
     Quantitative Portfolio Fund. Vanguard's Quantitative Portfolio Fund is a
mutual fund which is designed to provide investment results that correspond to
the price and yield performance of publicly traded common stocks, in the
aggregate, as represented by the S&P 500 Index. The fund's policy is to be fully
invested in common stocks, and it is expected that cash or cash items would
normally be less than 1% of net assets. Temporary cash balances may be invested
in short-term money market instruments. The fund generally selects about 200
stocks, most of which are in the S&P 500 Index. The selection of these 200
stocks is made with quantitative and mathematical analysis to achieve an overall
portfolio which replicates very closely the investment performance of the S&P
500 Index. In addition, the stock selection is made to identify stocks with
superior relative value, seeking thereby to marginally outperform the S&P 500
Index. The price per share is determined by dividing the total market value of
the fund investments and other assets, less any liabilities, by the total
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day that the Exchange is open, and on any other day on
which there is sufficient trading in the portfolio securities to materially
affect the fund's price per share. Dividend income under this fund is credited
to Participants' Plan accounts and is used to purchase additional shares of the
Quantitative Portfolio Fund.
 
     Extended Market Portfolio of Index Trust. This Vanguard managed mutual fund
attempts to invest in a reliable sample of all U.S. stocks not in the S&P 500
Index, in percentages corresponding to their proportion of the Wilshire 4500
Index. Because many of these stocks are too small in capitalization to own or
trade without undue liquidity risk, the portfolio is constructed to approximate
the Wilshire 4500 Index. The performance of the portfolio will therefore vary
within a reasonable range from the performance of the Wilshire 4500 Index. The
price per share is determined by dividing the total market value of the fund's
investments and other assets, less any liabilities, by the number of outstanding
shares of the fund. Price per share is determined as of the close of the
Exchange on each day that the Exchange is open, and on any other day on which
there is sufficient trading in the fund's portfolio securities to materially
affect the fund's price per share. Dividend income is credited to Participants'
Plan accounts and is used to purchase additional shares of the Extended Market
Index Trust.
 
     PrimeCAP Fund. The Vanguard PrimeCAP Fund seeks long-term growth by
investing principally in common stocks of companies which the investment adviser
anticipates will experience significant long-term capital growth. Income from
dividends is expected to be minimal. Growth stocks, which are the Fund's primary
investments, are likely to be more volatile in price than the stock market as a
whole. The price per share is determined by dividing the total market value of
the fund's investments and other assets, less any liabilities, by the number of
outstanding shares of the fund. Price per share is determined as of the close of
the Exchange on each day the Exchange is open. Dividend income is credited to
Participants' Plan accounts and is used to purchase additional shares of the
PrimeCAP Fund.
 
     Wellington Fund. This Vanguard mutual fund is a "balanced fund", meaning
that it will hold varying amounts of bonds, U.S. preferred and common stocks,
and cash. The Wellington Fund's objective is conservation of principal,
reasonable income return, and modest profits without undue risk. The amount held
in each asset class will fluctuate within a range according to the portfolio
manager's assessment of the risk and reward of each asset class given the then
current economic conditions. Normally, 60% to 70% of the Wellington Fund's
assets will be invested in U.S. common stocks. The price per share is determined
by dividing the total market value of the fund's investments and other assets,
less any liabilities, by the number of outstanding shares of the fund. Price per
share is determined as of the close of the Exchange on each day that
 
                                        8
10
 
the Exchange is open, and on any other day on which there is sufficient trading
in the fund's portfolio securities to materially affect the fund's price per
share. Dividend income is credited to Participants' Plan Accounts and is used to
purchase additional shares of the Wellington Fund.
 
     International Growth Portfolio Fund. This Vanguard managed mutual fund
seeks to provide long-term capital growth by investing in a diversified
portfolio of common stocks of companies based outside the United States. The
investment adviser to the fund seeks to acquire securities which are undervalued
or which offer opportunities for significant future growth. Income from
dividends may be received, but is not an objective of the fund. The price per
share is determined by dividing the total market value of the fund's investments
and other assets, less any liabilities, by the number of outstanding shares of
the fund. Price per share is determined as of the close of the Exchange on each
day the Exchange is open. Dividend income is credited to Participants' Plan
accounts and is used to purchase additional shares of the International Growth
Portfolio Fund.
 
     The stocks in this fund will be affected by various factors which are
likely to cause the price performance of such stocks to be different than U.S.
stocks and, in some cases, more volatile. Such factors include differences in
the tax laws, accounting practices and financial reporting standards of the U.S.
and the country in which the companies are based and fluctuations in the value
of currencies in which the stocks are denominated.
 
     Money Market Reserves -- Federal Portfolio. This Vanguard managed mutual
fund seeks the maximum current income that is consistent with preservation of
capital and liquidity by investing in short-term securities issued by the U.S.
Treasury and agencies of the U.S. government and repurchase agreements
collateralized by such securities. The liabilities of such agencies may not be
backed by the full faith and credit of the U.S. Government. The portfolio
maintains a weighted average maturity of less than ninety days.
 
     This portfolio intends to maintain a constant net asset value of $1.00 per
share. Investments in money market funds such as this are, however, neither
insured nor guaranteed by the U.S. Government, and there is no assurance that
the fund will be able to maintain a stable net asset value of $1.00 per share.
 
     The Fixed Income Securities Fund, Windsor II Fund, Quantitative Portfolio
Fund, Extended Market Index Trust, PrimeCAP Fund, Wellington Fund, International
Growth Portfolio Fund and Money Market Reserves -- Federal Portfolio comprise
part of the Vanguard Group of Investment Companies. Household in its discretion
may add to, subtract from, or substitute different funds for the nine Investment
Funds currently available to Participants in the Plan. A prospectus on the eight
Vanguard funds is available by writing to Vanguard at 1400 Morris Drive, Wayne,
PA 19087, or by calling (800) 523-1188. Participants should request prospectuses
and read them prior to investment in a fund. Copies of the most recent
prospectus relating to Household common stock is available by writing to
Household at 2700 Sanders Road, Prospect Heights, IL 60070, or by calling (847)
564-5000.
 
                                        9
11
 
PERFORMANCE OF THE INVESTMENT FUNDS
 
     The table below presents certain historical information on the investment
performance of each of the Investment Funds. The rates of return presented below
are not intended to predict what the future performance of the Investment Funds
will be, and neither Household nor the Plan guarantees the performance of any of
the Investment Funds. The past return on an individual Participant's account
balance may differ from the annualized rates of return disclosed herein due to
the timing of when contributions in the various Investment Funds were made and
how long such investments were maintained by the Participant, as well as other
factors.
 
     The table below shows annual rates of return for the various investment
alternatives, as well as indices of some relevant asset classes which are widely
used for comparative purposes. The annual rates of return take into
consideration the reinvestment of income (dividend and interest) and the price
changes of the fund or asset, if any.
% ANNUAL RATES OF RETURN
                                                          -------------------------------------------
                                                           1990     1991     1992     1993      1994
                                                          ------    -----    -----    -----    ------
HISTORICALLY AVAILABLE INVESTMENTS
Household Common Stock Fund(1).........................   (32.69)   63.10    20.70    13.78     17.52
Fixed Income Securities Fund(2)........................     9.31     8.75     8.42     7.91      8.01
Windsor II Fund........................................    (9.98)   28.70    16.50    13.60     (1.16)
Quantitative Portfolio Fund............................    (2.44)   30.29     7.01    13.83     (0.61)
Extended Market Portfolio of Index Trust...............   (14.91)   41.85    12.47    14.49     (1.76)
PrimeCAP Fund..........................................    (2.79)   33.14     8.99    18.03     11.41
Wellington Fund........................................    (2.81)   23.65     7.93    13.52     (0.49)
International Growth Portfolio Fund....................   (12.05)    4.74    (5.79)   44.74      0.76
Money Market Reserves -- Federal Portfolio.............     8.07     5.95     3.67     2.98      4.03

INDICES OF ASSET CLASSES
S&P 500 Index(3).......................................    (3.12)   30.34     7.61    10.06      1.31
Wilshire 4500(4).......................................   (13.56)   43.45    11.87    14.57     (2.66)
Wilshire 5000(5).......................................    (6.18)   34.20     8.97    11.28     (0.06)
Shearson Lehman Corp/Gov.(6)...........................     2.28    14.62     7.58    11.03    (10.56)
-------------------------
(1) The total performance of a share of Household common stock including
    dividends and changes in market value during the year.
 
(2) The Fixed Income Securities Fund was invested in the insurance company
    contracts in the following percentages of total assets of the fund as of
    December 31, 1994: Aetna Life Insurance Company: 27%; Principal Mutual Life
    Insurance Company: 29%. The remaining 44% was invested in the Vanguard
    Investment Contract Trust Fund.
 
(3) This widely used index includes 500 stocks of U.S. companies with large
    capitalization. The market value of this index at December 31, 1994 was $3.3
    trillion.
 
(4) This widely used index includes virtually all of the stocks of U.S.
    companies which are not in the S&P 500 Index. These are generally stocks of
    smaller capitalized companies whose aggregate performance the Extended
    Market Fund intends to approximate. The market value of this index at
    December 31, 1994 was $1.5 trillion.
 
(5) This widely used index includes virtually all U.S. stocks, and had a market
    value at December 31, 1994 of $4.8 trillion.
 
(6) This widely used index includes most publicly traded corporate and
    government bonds and had a market value at December 31, 1994 of $2.7
    trillion.
 
                                       10
12
 
CHANGING INVESTMENT OPTIONS IN THE INVESTMENT FUNDS
 
     A Participant may elect to change the Investment Funds into which the
Participant's ongoing Tax Reduction Contributions and Investment Plan
Contributions are invested, or may choose to transfer previously-made Investment
Plan Contributions, Tax Reduction Contributions, Rollover Contributions,
Trustee-to-Trustee Transfer Contributions, and earnings on such contributions,
among the various Investment Funds by notifying Vanguard by phone at (800)
523-1188 or in writing at 1400 Morris Drive, Wayne, PA 19087. Written
confirmation of a transfer will be sent by Vanguard to the Participant's home
address. Such changes will be effective as soon as reasonably possible following
receipt by Vanguard of notification of the requested change, except for changes
involving the Fixed Income Securities Fund, which will be effective as of the
first day of the calendar quarter following notification to Vanguard of the
requested change. Changes in investment directions and transfers among the
Investment Funds may generally be made as often and whenever the Participant
chooses. Following any change in investment directions, contributions to each
Investment Fund must continue to be made in multiples of 10% of the total of the
Participant's contributions. Transfer from one Investment Fund to another may
generally be made in any amount of the Participant's choosing. Transfer of
Employer Matching Contributions (invested in the Household Common Stock Fund) to
other Investment Funds is generally not permitted, except in the limited
situations described below.
 
     Effective as of January 1, 1996, the Plan is also intended to qualify as an
Employee Stock Ownership Plan ("ESOP"). Accordingly, beginning in 1996, there
will be expanded diversification rights for certain Participants with respect to
the amounts invested in the Household Common Stock Fund. If a Participant
reaches age 55 and has either completed 10 years of employment or 10 years of
participation in the Plan, whichever is earlier, such Participant has the right
to diversify a portion of the shares in the Household Common Stock Fund that are
attributed to Employer Matching Contributions. This means that such Participant
can invest up to 25% of such shares in another Investment Fund.
 
     This diversification right will continue for six years (provided that if a
Participant has already reached age 55 and has 10 years of employment, this
right to diversify must be exercised by March 31, 2001). In the sixth year, the
diversification right will extend to 50% of the shares invested in the Household
Common Stock Fund that are attributed to Employer Matching Contributions. This
amount will include any such shares previously diversified as the result of an
earlier election. The Participant must exercise this right to diversify within
the first 90 days of any calendar year.
 
     The value of Household Common Stock attributed to Employer Matching
Contributions in the Household Common Stock Fund must be at least $500 to
receive this diversification right.
 
     There are also certain Participants who, pursuant to a sale agreement, have
transferred to employment with Jefferson-Pilot Corporation ("J-P") or its
affiliates in 1995 and have become participants in the J-P 401(k) plan. The
account balances of these Participants will be transferred to the J-P plan but
such transfer may not occur until sometime in 1996. In the interim, such
Participants may elect to have all or part of their account balance which is
invested in the Household Common Stock Fund and which is attributed to Employer
Matching Contributions transferred to one of the other Investment Funds.
However, such amounts transferred out of the Household Common Stock Fund cannot
be transferred back in.
 
TRANSFER RESTRICTIONS
 
     Certain conditions of the Vanguard Fiduciary Trust Company Investment
Contract Trust require that the Plan impose restrictions on transfers both into
and out of the Fixed Income Securities Fund. These conditions also impose
restrictions on transfers from the Fixed Income Securities Fund directly to the
Money Market Reserves -- Federal Portfolio. Due to these limitations, the Plan
permits transfers both into and out of the Fixed Income Securities Fund only
once per calendar quarter.
 
     Assets withdrawn from the Fixed Income Securities Fund must be deposited
and remain in an eligible equity fund for a minimum of ninety calendar days
prior to becoming eligible for transfer back into the Fixed Income Securities
Fund or for transfer to the Money Market Reserves -- Federal Portfolio. Such
assets are eligible for transfer to funds other than the Money Market Reserves
-- Federal Portfolio on a daily basis. The
 
                                       11
13
 
following funds are eligible equity funds: Household Common Stock Fund; Windsor
II Fund; Quantitative Portfolio Fund; Extended Market Portfolio of Index Trust;
PrimeCAP Fund; Wellington Fund; and International Growth Portfolio Fund.
 
     Exchanges from the Money Market Reserves -- Federal Portfolio may be made
directly into the Fixed Income Securities Fund without a ninety day investment
in an eligible equity fund.
 
VESTING
 
     Participants who terminate from employment on or after September 30, 1995
are fully vested at all times in all of their account balances.
 
WITHDRAWALS
 
     Subject to certain limitations, employees who are Participants in the Plan
may withdraw all or part of their account balance, subject to a minimum
withdrawal of $500 or the balance of the account, whichever is less. For
purposes of withdrawals, the value of a Participant's account balance will be
determined as soon as reasonably practicable following receipt by Vanguard of
the Participant's written withdrawal request. Withdrawals of account balances
will be made from all amounts in each category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn, and
are subject to the limitations set forth below:
 
          1) Investment Plan Contributions (excluding earnings thereon) made
     prior to January 1, 1987, which have not been matched by Employer Matching
     Contributions.
 
          2) Investment Plan Contributions (including earnings thereon) made
     after January 1, 1987 which have not been matched by Employer Matching
     Contributions; and, if the Participant is a former participant in PAYSOP
     who transferred a PAYSOP account balance into the Plan pursuant to a
     Trustee-to-Trustee Transfer Contribution, the amount equal to such
     Participant's own contributions (if any) into PAYSOP (excluding earnings
     thereon).
 
          3) Investment Plan Contributions (excluding earnings thereon) made
     prior to January 1, 1987, which have been matched by Employer Matching
     Contributions, providing that the Participant has been in the Plan for five
     years; and, if the Participant is a former participant in PAYSOP who
     transferred a PAYSOP account balance into the Plan pursuant to a
     Trustee-to-Trustee Transfer Contribution, earnings on such Participant's
     employee contributions (if any).
 
          4) Investment Plan Contributions (including earnings thereon) made
     after January 1, 1987, which have been matched by Employer Matching
     Contributions, provided that the Participant has been in the Plan for five
     years.
 
          5) Employer Matching Contributions, including earnings thereon,
     provided that the Participant has been in the Plan for five years.
 
          6) Trustee-to-Trustee Transfer Contributions (except any amount
     attributable to such contributions previously distributed, as described
     above) and Rollover Contributions, plus earnings thereon.
 
          7) Investment Plan Contributions (excluding earnings thereon) of
     Participants who have been in the Plan for less than five years, which have
     been matched by Employer Matching Contributions.
 
          8) Tax Reduction Contributions, plus earnings thereon, by Participants
     who have attained age 59 1/2, or in order to meet immediate financial
     hardships as defined by the Code and regulations thereunder. Participants
     who have not attained age 59 1/2 may withdraw account balances attributable
     to Tax Reduction Contributions (excluding earnings thereon that were earned
     on or after January 1, 1989) during employment with Household or a
     subsidiary only to meet immediate financial hardships. Except to meet
     immediate financial hardships, Participants under age 59 1/2 may not make
     withdrawals attributable to Tax Reduction Contributions during employment
     with Household or a subsidiary. The
 
                                       12
14
 
     rules concerning withdrawals for financial hardships are described under
     "Special Rules for Hardship Withdrawals" herein.
 
     A Participant with less than five years of participation in the Plan who
withdraws Investment Plan Contributions which have been matched by Employer
Matching Contributions will not be able to make contributions into the Plan (and
thereby receive Employer Matching Contributions) for a six month period
following such withdrawal.
 
     Participants who terminated employment after attaining age 55 and who were
also at that time eligible for normal or early retirement may withdraw all or
part of their account balance, subject to a minimum withdrawal of $500 or the
balance in their account, whichever is less. No more than two (2) such
withdrawals are permitted in a Plan Year. Withdrawals may be made of all amounts
eligible for withdrawal in each category below (in the order in which such
categories are listed) before amounts in the next category may be withdrawn:
 
          1. Investment Plan contributions (excluding earnings thereon) made
     prior to January 1, 1987.
 
          2. Investment Plan Contributions made after January 1, 1987 and
     earnings attributable to both pre 1987 and post 1986 Investment Plan
     Contributions.
 
          3. Employer Matching Contributions, including earnings thereon.
 
          4. Trustee-to-Trustee Transfer Contributions (except any amount
     attributable to such contributions previously distributed, as described
     above) and Rollover Contributions, plus earnings thereon.
 
          5. Tax Reduction Contributions, plus earnings thereon.
 
     Payments of withdrawals will be made in cash, except that non-hardship
withdrawals from the Household Common Stock Fund may be made in cash, shares, or
a combination of cash and shares at the Participant's option, subject to the
Committee's discretion to determine the minimum number of shares which the Plan
may distribute to a Participant in lieu of cash. Reference is made to "Federal
Income Tax Effects to Participants" for tax consequences of withdrawals of
account balances from the Plan during employment.
 
DIVIDEND WITHDRAWALS
 
     Except as provided below, cash dividends earned during a Plan Year on
shares of common stock of Household credited to a Participant's account and
invested in the Household Common Stock Fund shall be reinvested in such Fund.
However, beginning in 1996, a Participant may elect, on an annual basis, to have
distributed to him/her the cash dividends earned in the Plan Year which are
attributable to the Household common stock credited to his/her account. An
election once made shall continue in effect for all subsequent Plan Years unless
the election to have dividends distributed is discontinued by filing a timely
election with the Committee prior to the beginning of the quarter in which the
dividends are paid.
 
SPECIAL RULES FOR HARDSHIP WITHDRAWALS
 
     A Participant may only make a hardship withdrawal if the withdrawal is made
on account of an immediate and heavy financial need of the Participant and if
the withdrawal is necessary to satisfy such financial need. A withdrawal will be
deemed to be made on account of an immediate and heavy financial need if used
for one of the following purposes: the purchase of a principal residence (use of
withdrawals to make mortgage payments is not permissible); payment of tuition
for the next semester, trimester, or quarter of post-secondary education for
Participants, their spouses, or dependents; the need to prevent the eviction of
Participants from their principal residence or foreclosure on a mortgage of any
such residence; and certain medical expenses described in the Code.
 
     A distribution will not be treated as necessary to satisfy an immediate and
heavy financial need to the extent the amount of the withdrawal is in excess of
the amount required to relieve the financial need or to the extent such need may
be satisfied from other resources that are reasonably available to the
Participant. In order to demonstrate that the withdrawal is necessary to satisfy
an immediate and heavy financial need, a
 
                                       13
15
 
Participant will be required to execute a written representation that the need
cannot be met through one or more of the following means: reimbursement or
compensation by insurance or otherwise; reasonable liquidation of the
Participant's assets, to the extent such liquidation would not itself cause an
immediate and heavy financial need; cessation of Tax Reduction Contributions or
Investment Plan Contributions to the Plan; borrowing from commercial sources on
reasonable commercial terms; or other withdrawals or nontaxable (at the time of
the loan) loans available from the Plan, all of which have been exhausted
pursuant to the terms of the Plan.
 
     For purposes hereof, a Participant's assets shall be deemed to include
those assets of the Participant's spouse and minor children that are reasonably
available to the Participant.
 
     Participants who make hardship withdrawals will not be able to make Tax
Reduction Contributions or Investment Plan Contributions for a period of twelve
months following the request for a hardship withdrawal. Also, the amount of Tax
Reduction Contributions for the Plan year following the year in which a
Participant makes a hardship withdrawal shall be limited to an amount (as of the
date of this Prospectus $9,500, subject to annual adjustment by the Secretary of
the Treasury for changes in the cost of living), reduced by the amount of the
Participant's Tax Reduction Contributions for the prior year. In addition, a
Participant will be required to stop his/her contributions to the Household
International Employee Stock Purchase Plan for the period beginning with the
payroll period next following the date he/she makes the withdrawal request. Even
if otherwise eligible, a Participant will not be permitted to elect to make
contributions under the Household International Employee Stock Purchase Plan
until the next offering period which begins at least 12 months after the date
the Participant receives the withdrawal.
 
     Reference is made to "Federal Income Tax Effects to Participants --
Withdrawals While Employed" for tax consequences of hardship withdrawals.
 
DISTRIBUTIONS UPON TERMINATION OF EMPLOYMENT
 
     Participants who terminate employment are entitled to receive the entire
balance of their account under the Plan as soon as administratively practicable
following receipt by Household of a request for distribution of the
Participant's account. Subject to the immediately succeeding sentence, if a
Participant does not request a distribution and if the value of his/her account
following termination exceeds $3,500, the distribution will be deferred until a
later date but not later than the first business day following the date the
Participant reaches age 65. Participants who are retirement eligible under a
pension plan of Household or a subsidiary may elect to defer the distribution of
their account regardless of amount, provided that such distribution is made no
later than April 1 of the year following the year in which the Participant
attains age 70 1/2. A direct rollover to an individual retirement account or a
qualified retirement plan is available. Until distributions are initiated, a
deferred account fee of $30 will be charged each year to any Participant who
defers distribution from the Plan beyond June 30 of the year following the
calendar year in which employment is terminated. All amounts will generally be
distributed in a lump sum distribution; however, Participants in the Plan prior
to July 1, 1989, and who do not have outstanding loans may choose to receive
their distribution in the form of an annuity. Lump sum payments will be made in
cash, except that distributions from the Household Common Stock Fund may be made
in cash, shares, or a combination of cash and shares at the Participant's
option, subject to the Committee's discretion to determine the minimum number of
shares which the Plan may distribute to a Participant in lieu of cash. A
Participant's account will also be distributed upon death or total disability.
 
     A Participant may designate a beneficiary or beneficiaries to receive the
vested and undistributed amount of the Participant's account (less the amount of
any outstanding loan) in the event of the Participant's death. Subject to the
consent of the Participant's spouse, if any, a Participant may designate a
beneficiary other than his or her spouse to receive the Participant's account
balance, in the event of the Participant's death.
 
     Amounts distributed to Participants will be valued as of the date of
distribution.
 
     Any non-vested portion of a terminating Participant's account will be
applied to reduce Employer Matching Contributions otherwise payable by Household
or the Participant's Employer, as applicable, to the accounts of other
Participants.
 
                                       14
16
 
     Refer to "Federal Income Tax Effects to Participants" for tax consequences
resulting from distributions upon termination of employment.
 
LOANS TO PARTICIPANTS
 
     Loans are available under the Plan to Participants. Requests for loans must
be approved by the Committee or the Committee's designee. A $40 loan fee will be
deducted from the amount borrowed when the loan is made. Participants must
obtain the consent of their spouse in order to borrow money from their account.
Each loan must be for an amount not less than $500 ($2,000 for residential
loans) or the eligible balance of the Participant's account, whichever is less.
No more than two non-residential loans and one loan for the construction or
acquisition of a principal residence may be outstanding at any time. Outstanding
loans to a Participant under the Plan and all other tax-qualified plans of
Household and its subsidiaries may not exceed $50,000 at any point in time. In
the case of a new loan this dollar limitation is reduced by the highest
outstanding loan balance during the prior twelve months. A Participant may not
borrow more than 50% of the value of the Participant's non-forfeitable account
(i.e. Tax Reduction Contributions, Investment Plan Contributions, Rollover
Contributions, Trustee-to-Trustee Transfer Contributions, any earnings or
appreciation on any such contributions and the vested portion of any Employer
Matching Contributions and any earnings or appreciation thereon). Loans will be
secured by the Participant's account balance. The Committee will determine the
interest rate to be charged on each loan. Loans must be repaid within five years
except that, at the Committee's discretion, loans for the construction or
acquisition of a Participant's principal residence may be made for a term of up
to 25 years. However, all loans become due upon severance of the Participant's
employment. Loan installment payments will be made through payroll deductions.
Prepayment of a loan in full is allowed at any time without penalty. Interest on
loans made after January 1, 1987, secured by the portion of a Participant's
account attributable to Tax Reduction Contributions is not deductible for
federal income tax purposes. Loan repayments will be credited to a Participant's
Plan account and invested in accordance with the Participant's current
investment election for future Tax Reduction Contributions and/or Investment
Plan Contributions, except that repayment of loans borrowed from funds
attributable to Employer Matching Contributions will be invested in the
Household Common Stock Fund.
 
                   FEDERAL INCOME TAX EFFECTS TO PARTICIPANTS
 
     General. The Plan is operated as a qualified plan under Sections 401(a) and
401(k) of the Code. Qualification of the Plan means that a Participant will not
be subject to federal income taxes on Tax Reduction Contributions and Employer
Matching Contributions, or on earnings or appreciation on all account balances
held in the Plan, until such amounts either are withdrawn by or distributed to
the Participant or are distributed to the Participant's beneficiary in the event
of the Participant's death.
 
     Contributions to Employee Accounts. No deduction for federal income tax
purposes is allowed to Participants for Investment Plan Contributions. Tax
Reduction Contributions of a Participant, however, reduce the gross income of
the Participant for federal income tax purposes (but not for social security
taxes) to the extent of such contributions.
 
     Withdrawals While Employed. The withdrawal of amounts attributable to Tax
Reduction Contributions, Employer Matching Contributions, Rollover
Contributions, and all accumulated earnings thereon, and the withdrawal of
earnings on Investment Plan Contributions, will be subject to federal income
tax. Withdrawals of amounts attributable to Trustee-to-Trustee Transfer
Contributions, including earnings thereon, will also be subject to federal
income tax except for the amount (if any) of the Participant's own contributions
into PAYSOP. An additional 10% excise tax will also be imposed on withdrawals of
taxable amounts (including hardship withdrawals) unless: (i) the Participant is
age 59 1/2 or over; (ii) the Participant terminated employment after age 55 when
eligible to retire under a corporation sponsored retirement plan; (iii) the
withdrawal is made to pay medical expenses, except that the additional 10%
excise tax will be imposed on the amount of medical expenses that the
Participant cannot deduct on a tax return; or (iv) the payment is made to an
alternate payee pursuant to a qualified domestic relations order.
 
                                       15
17
 
     If a Participant exercises the right to withdraw amounts attributable to
Investment Plan Contributions (excluding earnings thereon) while continuing as
an employee, such withdrawal, being a return of the Participant's after-tax
contributions, will not be subject to federal income tax provided they were
contributed to the Plan prior to January 1, 1987. After any pre-1987 Investment
Plan Contributions have been withdrawn, further withdrawals are considered to be
made on a pro-rata basis from nontaxable employee contributions and taxable
earnings on contributions. Thus, a withdrawal of Investment Plan Contributions
is considered to be part nontaxable (the return of Investment Plan Contributions
made after January 1, 1987) and part taxable (the payment of earnings on the
Investment Plan Contributions, including earnings on Investment Plan
Contributions made prior to 1987). In similar fashion, if withdrawal of the
portion of a Participant's Trustee-to-Trustee Transfer Contribution attributable
to such Participant's employee contributions into PAYSOP is made, such
withdrawal will be considered in part nontaxable (the return of the
Participant's employee contributions into PAYSOP) and part taxable (the earnings
on such Participant's employee contributions into PAYSOP).
 
     Withdrawals of Dividends. If a Participant elects to have distributed to
him/her the dividends on Household common stock which is credited to the
Participant's account, he/she will be subject to federal income tax on such
distribution. However, the additional 10% excise tax which is usually imposed on
distributions prior to the time a Participant attains age 59 1/2 will not be
imposed.
 
     Distribution Upon Termination of Employment. Amounts subject to federal
income taxation that are distributed after termination of employment will
generally become taxable in the year of distribution.
 
     If distribution of a Participant's account is made in a lump sum, the
amount of the distribution equal to a Participant's Investment Plan
Contributions and the portion of the Participant's Trustee-to-Trustee Transfer
Contribution equal to the employee's contributions into PAYSOP is returned
tax-free for federal income tax purposes. The remainder of such distribution,
including all accumulated earnings, is subject to federal income tax at ordinary
income rates, subject to the rules described in the next paragraph.
 
     The Tax Reform Act of 1986 repealed ten-year forward averaging and phased
out over a five-year period pre-1974 capital gains treatment for lump sum
distributions. Individuals over age 59 1/2 are entitled to make one election of
five-year forward averaging for a lump sum distribution. However, a transitional
rule allows individuals who were age 50 before January 1, 1986, and who are
otherwise eligible, to make one election, without regard to the age 59 1/2
requirement, to use five-year forward averaging (using current rates) or ten-
year averaging (using the 1986 tax rates) with respect to a lump sum
distribution. This transitional rule also allows such an individual to elect
capital gains treatment (at a 20% rate) with respect to lump-sum distributions
without regard to the phaseout of capital gains. An individual who elects to use
the transitional rule with respect to a distribution received before age 59 1/2
will lose the opportunity to make another such election for distributions after
age 59 1/2.
 
     With respect to Participants who choose to have their distributions paid in
the form of an annuity, federal taxation of the annuity payments will be
determined pursuant to rules established under the Code. Generally, that part of
annuity income attributable to Investment Plan Contributions and the portion of
Trustee-to-Trustee Transfer Contributions equal to employee contributions into
PAYSOP is returned tax-free for federal income tax purposes, but the remaining
part is subject to federal income tax at ordinary income rates.
 
     If a lump sum distribution of stock from the Household Common Stock Fund is
distributed upon termination of employment, the excess, if any, of the fair
market value of such stock over the cost of the stock when acquired by the
Trustee is not subject to federal income tax at the time of distribution to a
Participant but generally will be subject to federal income tax when such stock
is subsequently sold by the Participant. To the extent provided in regulations
issued pursuant to the Tax Reform Act of 1986, a taxpayer may elect not to defer
the tax on net unrealized appreciation until the year of disposition of the
stock, thus subjecting the distribution to federal income tax at the time of
distribution.
 
     An additional 10% excise tax is imposed on the taxable portion of a
distribution received by a Participant prior to age 59 1/2 unless such
distribution is: (i) made to a beneficiary after the Participant's death; (ii)
made on account of the Participant's disability, defined as the inability to
engage in any substantial gainful activity
 
                                       16
18
 
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or to be of long continued or indefinite
duration; (iii) part of a scheduled series of substantially equal annual (or
more frequent) payments over life or life expectancy (or joint lives or life
expectancies) but only if payments begin after termination of employment; (iv)
made after termination of employment on account of early retirement under a
corporation sponsored retirement plan after attainment of age 55; (v) made to a
Participant for payment of medical expenses that could be deducted on the
Participant's tax return; or (vi) a distribution to an alternate payee pursuant
to a qualified domestic relations order.
 
     Excess Tax Reduction Contributions. If a Participant makes tax-deferred
contributions during the year to certain other tax-qualified plans or
tax-sheltered annuities, such tax-deferred contributions must be combined with
the Participant's Tax Reduction Contributions to the Plan in determining whether
the $9,500 limit on Tax Reduction Contributions has been exceeded during the
year. If a Participant has made more than $9,500 in tax-deferred contributions
under more than one plan during a taxable year, the Participant may notify the
Committee of the Plan's allocable share of the excess contribution prior to the
March 1 following the end of such taxable year. On or before April 15 of such
year, the Committee will distribute to the Participant any excess Tax Reduction
Contributions and earnings thereon. The excess Tax Reduction Contributions are
included in the Participant's income for the year in which such excess Tax
Reduction Contributions were made. The earnings on the excess Tax Reduction
Contributions will be treated as earned and received in the tax year in which
the income is distributed. If the excess Tax Reduction Contributions and
earnings thereon are returned after April 15, such excess is taxable to the
Participant in both the year in which the excess Tax Reduction Contributions
were made and in the year in which such excess Tax Reduction Contributions are
distributed from the Plan to the Participant. In addition, if such excess Tax
Reduction Contributions are not distributed by April 15 of such year, such
excesses cannot generally be distributed from the Plan until employment has
terminated.
 
     Excise Tax On Excess Distributions. The Code imposes a 15% excise tax on
certain distributions from tax-qualified plans. In general, the payments in any
calendar year from the Plan and any other tax-qualified defined benefit or
defined contribution plan, tax-sheltered annuity, or individual retirement
account will be compared to a dollar limitation, currently $150,000. The excess
of the amount distributed over the dollar limitation will be subject to the 15%
excise tax in addition to any applicable income tax, but reduced by the 10%
excise tax paid for an early distribution as described under "Federal Income Tax
Effects to Participants -- Distribution upon Termination of Employment" above.
 
     For lump sum distributions for which a Participant elects the Code's
averaging provisions, the penalty will be applied to the extent the lump sum
exceeds five times the otherwise applicable limit for the year. All lump sum
distributions from qualified retirement plans made within the same year will be
aggregated for this purpose. Lump sum distributions are not aggregated with
annuity payments. Benefits that accrued before August 1, 1986, will be subject
to special rules if an election was made on the Participant's 1987 or 1988
income tax return and accrued benefits exceeded $562,500.
 
     The excise tax does not apply to excess distributions (i) of Investment
Plan Contributions, (ii) on account of death, (iii) to alternate payees under
qualified domestic relations orders, or (iv) rolled over into another qualified
plan or individual retirement account.
 
     Rollover of a Distribution. If a distribution is made in a lump sum, a
Participant may, under certain conditions, roll over to an individual retirement
account or other tax-qualified plan all amounts distributed from the Plan
account, except for amounts equal to Investment Plan Contributions and the
portion of any Trustee-to-Trustee Transfer Contribution equal to his or her
employee contributions into PAYSOP, and thereby postpone the payment of federal
income tax on the distribution. A subsequent distribution to the employee from
the individual retirement account or tax-qualified plan will be subject to
federal income tax at ordinary income rates and will not qualify for special
five-year averaging described above.
 
     Internal Revenue Service Approval. The tax consequences explained above are
based on the Internal Revenue Service's determination that the Plan is a
qualified plan under Sections 401(a) and 401(k) of the Code.
 
                                       17
19
 
     The foregoing is not intended to cover all tax aspects of Plan
participation and is based upon current understanding of federal tax laws and
regulations as in effect as of the date of this Prospectus. Each Participant or
beneficiary should consult with tax counsel concerning specific tax
consequences, including the application of state tax laws which may differ from
the federal tax treatment.
 
                   SPECIAL TAX NOTICE REGARDING PLAN PAYMENTS
 
     This notice contains important information Participants should consider
before they decide how to receive their benefits from the Plan.
 
SUMMARY
 
     A payment from the Plan that is eligible for "rollover" can be taken in two
ways. Participants may have ALL OR ANY PORTION of their payments either 1) PAID
IN A "DIRECT ROLLOVER" or 2) PAID DIRECTLY TO THEMSELVES. A rollover is a
payment of Plan benefits to an individual retirement arrangement (IRA) or to
another qualified employer plan. This choice will affect the tax owed.
 
     If a Participant chooses a DIRECT ROLLOVER:
 
     - The payment will not be taxed in the current year and no income tax will
       be withheld.
 
     - The payment will be made directly to a designated IRA or, if the
       Participant chooses, to another employer plan that will accept the
       rollover.
 
     - The payment will be taxed later when it is taken out of the IRA or the
       employer plan.
 
     If Participants choose to have Plan benefits PAID TO THEMSELVES:
 
     - A Participant will receive only 80% of the payment, because the Plan is
       required to withhold 20% of the payment and send it to the IRS as income
       tax withholding to be credited against taxes.
 
     - The payment will be taxed in the current year unless it is rolled over
       within 60 days of its receipt. Special tax rules are available that could
       reduce the tax owed. However, if the payment is received before age
       59 1/2, an additional 10% tax may be owed.
 
     - A Participant can roll over the payment by paying it to an IRA or to
       another employer plan that accepts rollovers within 60 days of receiving
       the payment. The amount rolled over will not be taxed until taken out of
       the IRA or employer plan.
 
     - If a Participant wants to roll over 100% of the payment to an IRA or an
       employer plan, OTHER MONEY MUST BE FOUND TO REPLACE THE 20% THAT WAS
       WITHHELD. If a Participant rolls over only the 80% that was received, tax
       will be imposed on the 20% that was withheld and that is not rolled over.
 
PAYMENTS ELIGIBLE TO BE ROLLED OVER
 
     Payments from the Plan may be "eligible rollover distributions." This means
that they can be rolled over to an IRA or to another employer plan that accepts
rollovers. Vanguard and other Plan administrators should be able to tell a
Participant what portion of a payment is an eligible rollover distribution. The
following types of payments cannot be rolled over:
 
     Non-Taxable Payments. In general, only the "taxable portion" of a payment
is an eligible rollover distribution. If a Participant has made Investment Plan
Contributions to the Plan, these contributions will be non-taxable when they are
paid to the Participant, and they cannot be rolled over. (Investment Plan
Contributions are contributions made to the Plan that were already taxed.)
 
                                       18
20
 
     Payments Spread Over Long Periods. A payment cannot be rolled over if it is
part of a series of equal (or almost equal) payments that are made at least once
a year and that will last for:
 
     - the Participant's lifetime (or the Participant's life expectancy), or
 
     - the Participant's lifetime and the Participant's beneficiary's lifetime
       (or life expectancies), or
 
     - a period of ten years or more.
 
     Required Minimum Payments. Beginning in the year a Participant reaches age
70 1/2, a certain portion of a payment cannot be rolled over because it is a
"required minimum payment" that must be paid to the Participant.
 
DIRECT ROLLOVER
 
     Participants can choose a direct rollover of all or any portion of a
payment that is an "eligible rollover distribution," as described above. In a
direct rollover, the eligible rollover distribution is paid directly from the
Plan to an IRA or another employer plan that accepts rollovers. Participants
that choose a direct rollover, are not taxed on a payment until they take it out
of the IRA or the employer plan.
 
     Direct Rollover to an IRA. Participants can open an IRA to receive the
direct rollover. (The term "IRA", as used in this notice, includes individual
retirement accounts and individual retirement annuities.) Participants who
choose to have payment made directly to an IRA, should contact an IRA sponsor to
find out how to have payment made in a direct rollover to an IRA at that
institution. An IRA can be established to receive a payment and temporarily hold
the account balance until a decision is made on how to invest the funds.
However, in choosing an IRA, a Participant may wish to consider whether the IRA
chosen will allow all or a part of the payment to another IRA at a later date,
without penalties or other limitations. See IRS Publication 590, Individual
Retirement Arrangements, for more information on IRAs (including limits on how
often IRAs may be rolled over between IRAs).
 
     Direct Rollover to a Plan. If a Participant is employed by a new employer
that has a qualified plan, and would like to have a direct rollover made to that
plan, the administrator of that plan should be asked whether it will accept the
rollover. An employer plan is not legally required to accept a rollover. If the
new employer's plan does not accept a rollover, a Participant can make a direct
rollover to an IRA.
 
     Direct Rollover of a Series of Payments. If a Participant receives eligible
rollover distributions that are paid in a series for less than ten years, the
choice on whether a direct rollover will be made will apply to all later
payments in the series until a change is made to the payment election. A
Participant is free to change the election for any later payment in the series.
 
PAYMENT PAID TO A PARTICIPANT
 
     A payment made directly to a Participant is subject to a 20% income tax
withholding. The payment is taxed in the year it is received unless, within 60
days, it is rolled over to an IRA or another plan that accepts rollovers. If it
is not rolled over, special tax rules may apply.
 
     Mandatory Withholding. If any portion of a payment made directly to a
Participant is an eligible rollover distribution, the Plan is required by law to
withhold 20% of that amount. This amount is sent to the IRS as income tax
withholding. For example, if an eligible rollover distribution is $10,000, only
$8,000 will be paid to the Participant because the Plan must withhold $2,000 as
income tax. However, when the Participant prepares an income tax return for the
year, the full $10,000 will be reported as a payment from the Plan. The $2,000
will be reported as tax withheld, and it will be credited against any income tax
owed for the year.
 
     Voluntary Withholding. If any portion of a payment is not an eligible
rollover distribution but is taxable, the mandatory withholding rules described
above do not apply. In this case, an election may be made to not have
withholding apply to that portion. To elect out of withholding, ask Vanguard for
the election form and related information.
 
                                       19
21
 
     Sixty-Day Rollover Option. If an eligible rollover distribution is paid to
a Participant, the Participant may still decide to roll over all or part of it
to an IRA or another employer plan that accepts rollovers. If the Participant
decides to roll over, THE ROLLOVER MUST BE MADE WITHIN 60 DAYS AFTER THE PAYMENT
IS RECEIVED. The portion of the payment that is rolled over will not be taxed
until it is taken out of the IRA or the employer plan.
 
     Up to 100% of the eligible rollover distribution, including an amount equal
to the 20% that was withheld, may be rolled over. If 100% is rolled over, other
money must be contributed to the IRA or the employer plan within the 60-day
period to replace the 20% that was withheld. On the other hand, if only the 80%
received is rolled over, the 20% that was withheld will be taxed.
 
          EXAMPLE: An eligible rollover distribution is $10,000, and the
     Participant chooses to receive payment directly. The Participant will
     receive $8,000 and $2,000 will be sent to the IRS as income tax
     withholding. Within 60 days after receiving the $8,000, the Participant may
     roll over the entire $10,000 to an IRA or employer plan. To do this, the
     Participant must roll over the $8,000 received from the Plan, and an
     additional $2,000 from other sources (savings, a loan, etc.). In this case,
     the entire $10,000 is not taxed until it is taken out of the IRA or
     employer plan. If the entire $10,000 is rolled over, when the Participant
     files a federal income tax return, the $2,000 withheld may be refunded.
 
          If, on the other hand, only $8,000 is rolled over, the $2,000 not
     rolled over is taxed in the year it was withheld. When the Participant
     files an income tax return, a refund of part of the $2,000 withheld may be
     payable. (However, any refund is likely to be larger if the entire $10,000
     is rolled over.)
 
     Additional 10% Tax if a Participant is Not Age 59 1/2. If a Participant
receives a payment before reaching age 59 1/2 and it is not rolled over, then,
in addition to the regular income tax, an additional tax equal to 10% of the
taxable portion of the payment may be payable. The additional 10% tax does not
apply to the payment if it is (1) paid because employment is terminated with the
employer during or after the year the Participant reaches age 55, (2) paid
because retirement is due to disability, (3) paid as equal (or almost equal)
payments over the Participant's life or life expectancy (or the Participant's
and the Participant's beneficiary's lives or life expectancies), or (4) used to
pay certain medical expenses. See IRS Form 5329 for more information on the
additional 10% tax.
 
     Special Tax Treatment. If an eligible rollover distribution is not rolled
over, it will be taxed in the year it is received. However, if it qualifies as a
"lump sum distribution", it may be eligible for special tax treatment. A lump
sum distribution is a payment of a Participant's entire balance under the Plan
(and certain other similar plans of the employer) that is paid to the
Participant within one year because the Participant has reached age 59 1/2 or
has terminated employment with the employer (or, in the case of a self-employed
individual, because the Participant has reached age 59 1/2 or has become
disabled). For a payment to qualify as a lump sum distribution, the Participant
must have been a participant in the Plan for at least 5 years. The special tax
treatment for lump sum distributions is described below.
 
          Five-Year Averaging. If a lump sum distribution is received after a
     Participant is age 59 1/2, the Participant may be able to make a one-time
     election to figure the tax on the payment by using "five-year averaging".
     Five-year averaging often reduces the tax owed because it treats the
     payment much as if it were paid over five years.
 
          Ten-Year Averaging If A Participant Was Born Before January 1,
     1936. If a lump sum distribution is received and the Participant was born
     before January 1, 1936, the Participant can make a one-time election to
     figure the tax on the payment by using "ten-year averaging" (using 1986 tax
     rates) instead of five-year averaging (using current tax rates). Like the
     five-year averaging rules, ten-year averaging often reduces the tax owed.
 
          Capital Gain Treatment If A Participant Was Born Before January 1,
     1936. In addition, if a lump sum distribution is received and the
     Participant was born before January 1, 1936, the Participant may elect to
     have the part of the payment that is attributable to pre-1974 participation
     in the Plan (if any) taxed as long-term capital gain at a rate of 20%.
 
                                       20
22
 
     There are other limits on the special tax treatment for lump sum
distributions. For example, Participants can generally elect this special tax
treatment only once in their lifetime, and the election applies to all lump sum
distributions that are received in that same year. If a Participant previously
rolled over a payment from the Plan (or certain other similar plans of the
employer), the Participant cannot use this special tax treatment for later
payments from the Plan. If a Participant rolls over a payment to an IRA, this
special tax treatment for later payments from the IRA will not be available.
Also, if a Participant rolls over only a portion of a payment to an IRA, this
special tax treatment is not available for the rest of the payment. Additional
restrictions are described in IRS Form 4972, which has more information on lump
sum distributions and how to elect the special tax treatment.
 
     Employer Stock or Securities. There is a special rule that may be
applicable for a payment from the Plan that includes employer stock (or other
employer securities). To use this special rule, 1) the payment must qualify as a
lump sum distribution, as described above (or would qualify except that the
Participant does not yet have 5 years of participation in the Plan), or 2) the
employer stock included in the payment must be attributable to "after-tax"
employee contributions, if any. Under this special rule, a Participant may have
the option of not paying tax on the "net unrealized appreciation" of the stock
until the stock is sold. Net unrealized appreciation generally is the increase
in the value of the employer stock after it was acquired by the Plan. For
example, if employer stock was contributed to a Plan account when the stock was
worth $1,000 but the stock was worth $1,200 when it is received, tax would not
be paid on the $200 increase in value until the stock is later sold.
 
     A Participant may instead elect not to have the special rule apply to the
net unrealized appreciation. In this case, net unrealized appreciation will be
taxed in the year the stock is received, unless the stock is rolled over. The
stock (including any net unrealized appreciation) can be rolled over to an IRA
or another employer plan either in a direct rollover or a rollover that is made
by the Participant.
 
     If any employer stock is received in a payment that qualifies as a lump sum
distribution, the special tax treatment for lump sum distributions described
above (such as five-year averaging) also may apply. See IRS Form 4972 for
additional information on these rules.
 
SURVIVING SPOUSES, ALTERNATE PAYEES AND OTHER BENEFICIARIES
 
     In general, the rules summarized above that apply to payments to employees
also apply to payments to surviving spouses of employees and to spouses or
former spouses who are "alternate payees". An alternate payee is an individual
whose interest in the Plan results from a "qualified domestic relations order",
which is an order issued by a court, usually in connection with a divorce or
legal separation. Some of the rules summarized above also apply to a deceased
employee's beneficiary who is not a spouse. However, there are some exceptions
for payments to surviving spouses, alternate payees, and other beneficiaries
that should be mentioned.
 
     A surviving spouse may choose to have an eligible rollover distribution
paid in a direct rollover to an IRA or receive payment directly. If a surviving
spouse receives the payment directly, it may be kept or rolled over to an IRA
but it cannot be rolled over to an employer plan. An alternate payee has the
same choices as the employee. Thus, an alternate payee can have the payment paid
as a direct rollover or receive payment directly. If an alternate payee receives
payment directly, it may be kept or rolled over to an IRA or to another employer
plan that accepts rollovers. A beneficiary other than a surviving spouse CANNOT
choose a direct rollover, and CANNOT roll over the payment.
 
     Payments to a surviving spouse, an alternate payee, or another beneficiary
are not subject to the additional 10% tax described in "Special Tax Notice
Regarding Plan Payments -- Payment Paid to a Participant" above, even if they
are younger than age 59 1/2.
 
     A surviving spouse, an alternate payee, or another beneficiary may be able
to use the special tax treatment for lump sum distributions and the special rule
for payments that include employer stock, as described in "Special Tax Notice
Regarding Plan Payments -- Payment Paid to a Participant" above. If a payment is
received because of a Participant's death, the beneficiary may be able to treat
the payment as a lump sum
 
                                       21
23
 
distribution if the employee met the appropriate age requirements, whether or
not the employee had 5 years of participation in the Plan.
 
HOW TO OBTAIN ADDITIONAL INFORMATION
 
     This Prospectus summarizes only the federal (not state or local) tax rules
that might apply to payments. The rules described above are complex and contain
many conditions and exceptions that are not included in this notice. Therefore,
Participants may wish to consult with a professional tax advisor BEFORE they
take a payment of benefits from the Plan. Also, more specific information on the
tax treatment of payments from qualified retirement plans can be found in IRS
Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual
Retirement Arrangements. These publications are available from local IRS offices
or by calling (800) TAX-FORMS.
 
                          OTHER IMPORTANT INFORMATION
 
     Restrictions on Resale of Household Common Stock. There are generally no
restrictions on resale of Household's common stock acquired pursuant to the Plan
except for employees who are deemed to be "affiliates" of the Corporation, and
directors or officers of the Corporation who are subject to Section 16 of the
Securities Exchange Act of 1934. An affiliate may resell common stock of
Household acquired under the Plan either pursuant to a registration statement or
pursuant to Rule 144 or another applicable exemption under the Securities Act of
1933. For purposes of reselling, an affiliate is basically defined as a control
person or one who, directly or indirectly, has the power to direct or cause the
direction of the management and policies of Household. Under Section 16 of the
Securities Exchange Act of 1934, any profit realized by a director or officer of
Household through the purchase and sale or any sale and purchase of any equity
security of Household within a period of six months might be recoverable by
Household. If an employee thinks that he or she might be an affiliate of the
Corporation, or subject to the provisions of Section 16 of the Securities
Exchange Act of 1934, an attorney should be consulted to determine what steps
should be taken to accomplish any such resale under securities laws.
 
     Amendment or Termination. The Plan has no specified duration. Household
reserves the right to amend, suspend, or terminate the Plan at any time, and to
discontinue or modify its contributions at any time. Rights or benefits
previously acquired by or allocated for Participants will not be adversely
affected by any such action unless the general officers of Household, on advice
of legal counsel, determine such action to be necessary or advisable to conform
the Plan to the requirements of Sections 401 and 501 of the Code or other
federal law.
 
     Reports to Participants. Participants in the Plan will receive an account
statement showing their current account balance as of the end of each quarter.
 
     Non-assignability and Security Interests. Except for security interests in
a Participant's account resulting from loans by the Plan to a Participant, and
unless otherwise required by law, e.g. a qualified domestic relations order, a
Participant may not assign, transfer, pledge, or otherwise encumber the
Participant's interest in the Plan.
 
     Burden of Risk. Household does not guarantee the value of the benefits
payable under the Plan, and payments which are specified to be made thereunder
shall be made exclusively from the assets of the Trust. A Participant assumes
all risk connected with any decline in market value of Household common stock or
other securities and investments credited to the Participant's account.
 
     Miscellaneous. The foregoing statements are summaries of important
provisions of the Plan and are not complete. Each employee may obtain a complete
copy of the Plan from the Corporation. In case of any conflict between
information provided in this Prospectus and the provisions of the Plan, the
provisions of the Plan control.
 
                                       22
24
 
                           AVAILABLE INFORMATION AND
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     Household is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports 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, and the Commission's Regional Offices at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be obtained
at prescribed rates by writing to the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, reports, proxy
statements, and other material concerning Household can be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, and the Chicago Stock Exchange, 440 South LaSalle Street, Chicago,
Illinois 60605.
 
     The following documents filed with the Commission are incorporated herein
by reference:
 
          (a) The Corporation's and the Plan's latest annual reports filed
     pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     or, in the case of the Corporation, the latest prospectus filed pursuant to
     Rule 424(b) under the Securities Act of 1933, which contains, either
     directly or by incorporation by reference, certified financial statements
     for the Corporation's latest fiscal year for which such statements have
     been filed.
 
          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual reports or the prospectus incorporated pursuant to (a) above.
 
          (c) The description of any class of securities to be offered herein
     which is contained in any registration statements filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendments or reports
     filed for the purpose of updating such description.
 
     All documents subsequently filed by Household pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
 
     Household will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits to such documents). Requests should be directed to: Household
International, Inc., 2700 Sanders Road, Prospect Heights, IL 60070, Attention:
Office of the Secretary (Telephone: (847) 564-5000).
 
                                 LEGAL OPINIONS
 
     The legality of the securities being registered will be passed upon for
Household International, Inc. by John W. Blenke, Assistant General Counsel and
Secretary for Household International, Inc. Mr. Blenke is a full-time employee
and an officer of Household International, Inc. and owns, and holds options to
purchase, shares of Common Stock of Household International, Inc.
 
                                    EXPERTS
 
     The financial statements and schedules of Household International, Inc. and
its subsidiaries incorporated by reference in this Prospectus, to the extent and
for the periods indicated in its reports, have been audited by Arthur Andersen
LLP, independent public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
 
                                       23
25
 
                                    PART II
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
     The information set forth under "Available Information and Incorporation of
Certain Documents by Reference" in the Prospectus included as a part of this
Registration Statement is hereby incorporated herein by reference.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
     Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
     The information set forth under "Legal Opinions" and "Experts" in the
Prospectus included as a part of this Registration Statement is hereby
incorporated herein by reference.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     The General Corporation Law of Delaware (Section 102) allows a corporation
to eliminate the personal liability of directors of a corporation to the
corporation or to any of its stockholders for monetary damage for a breach of
his/her fiduciary duty as a director, except in the case where the director
breached his/her duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Restated Certificate of
Incorporation, as amended, of Household International, Inc. ("Household"),
contains a provision which eliminates directors' personal liability as set forth
above.
 
     The General Corporation Law of Delaware (Section 145) gives Delaware
corporations such as Household broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions; gives a director or officer who
successfully defends an action the right to be so indemnified; and authorizes
Delaware corporations to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other right to which those indemnified
may be entitled under any bylaw, agreement, vote of stockholders or otherwise.
 
     Household's Restated Certificate of Incorporation, as amended, provides for
indemnification to the fullest extent as expressly authorized by Section 145 of
the General Corporation Law of Delaware for directors, officers and employees of
Household and also to persons who are serving at the request of Household as
directors, officers or employees of other corporations (including subsidiaries).
This right of indemnification is not exclusive of any other right which any
person may acquire under any statute, bylaw, agreement, contract, vote of
stockholders or otherwise.
 
     Household has purchased liability policies which indemnify its officers and
directors against loss arising from claims by reason of their legal liability
for acts as officers and directors, subject to limitations and conditions as set
forth in the policies.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
     4) Amended and Restated Household International Tax Reduction Investment
        Plan, together with Amendments One through Seven thereof.
 
     5A) Opinion of Mr. John W. Blenke, Assistant General Counsel and Secretary
         of Household, as to the legality of the securities being registered.
 
                                      II-1
26
 
     5B) Internal Revenue Service Determination letter as to qualification under
         Section 401 of the Internal Revenue Code.
 
     5C) Undertaking to file amended provisions of the plan with the Internal
         Revenue Service.
 
     23A) Consent of Arthur Andersen LLP, Certified Public Accountants.
 
     23B) Consent of Mr. Blenke is contained in his opinion.
 
     24) Power of Attorney (included on Page II-3 hereof).
 
ITEM 9. 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 registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represents a fundamental change in the information set forth
        in the 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 the undertakings set forth in paragraphs
        (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
        to be included in a post-effective amendment by those paragraphs is
        contained in periodic reports filed by the registrant pursuant to
        section 13 or section 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.
 
          (3) To remove from 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
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
 
     (h) 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 proceedings) 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-2
27
 
                                   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-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 24th
day of January, 1996.
 
                                          HOUSEHOLD INTERNATIONAL, INC.
 
                                          By           W. F. ALDINGER
 
                                          --------------------------------------
                                                      W. F. Aldinger
                                          President and Chief Executive Officer
 
     Each person whose signature appears below constitutes and appoints J. W.
Blenke, M. M. Carlson, L. S. Mattenson, J. M. Powell and P. D. Schwartz and each
or any one of them (with full power to act alone), as his/her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him/her in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each such attorneys-in-fact and agents 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 attorneys-in-fact and agents 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 by the following persons in the
capacities indicated on the 24th day of January, 1996.
SIGNATURE                                             TITLE
---------------------------------------------            ------------------------------------
W. F. ALDINGER                            President, Chief Executive Officer
---------------------------------------------              and Director
              (W. F. Aldinger)
                 D. C. CLARK                             Chairman of the Board and Director
---------------------------------------------
                (D. C. Clark)
                R. J. DARNALL                            Director
---------------------------------------------
               (R. J. Darnall)
                G. G. DILLON                             Director
---------------------------------------------
               (G. G. Dillon)
               J. A. EDWARDSON                           Director
---------------------------------------------
              (J. A. Edwardson)
                                                         Director
---------------------------------------------
                (M. J. Evans)
                 D. FISHBURN                             Director
---------------------------------------------
             (D. Fishburn, M.P.)
            C. F. FREIDHEIM, JR.                         Director
---------------------------------------------
           (C. F. Freidheim, Jr.)
II-3
28
SIGNATURE                                             TITLE
---------------------------------------------            ------------------------------------
L. E. LEVY                              Director
---------------------------------------------
                (L. E. Levy)

                 G. A. LORCH                             Director
---------------------------------------------
                (G. A. Lorch)

                J. D. NICHOLS                            Director
---------------------------------------------
               (J. D. Nichols)

               J. B. PITBLADO                            Director
---------------------------------------------
              (J. B. Pitblado)

                S. J. STEWART                            Director
---------------------------------------------
               (S. J. Stewart)

            L. W. SULLIVAN, M.D.                         Director
---------------------------------------------
           (L. W. Sullivan, M.D.)

                 R. C. TOWER                             Director
---------------------------------------------
                (R. C. Tower)

              D. A. SCHOENHOLZ                           Senior Vice President -- Chief
---------------------------------------------              Financial Officer (also a
             (D. A. Schoenholz)                            Principal Accounting Officer)
II-4
29
 
                             SIGNATURE FOR THE PLAN
 
     Pursuant to the requirements of the Securities Act of 1933, the Household
International Tax Reduction Investment Plan 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 24th
day of January, 1996.
 
                                          HOUSEHOLD INTERNATIONAL TAX
                                            REDUCTION INVESTMENT PLAN
 
                                          By:          MARY E. BILBREY
 
                                          --------------------------------------
                                                      (Mary E. Bilbrey)
 
                                          Member of the Administrative and
                                          Investment
                                          Committee of the Household
                                          International Tax
                                          Reduction Investment Plan
 
                                      II-5
30
 
                                 EXHIBIT INDEX
EXHIBIT
 NUMBER                                          EXHIBIT
--------   ------------------------------------------------------------------------------------
4)   Amended and Restated Household International Tax Reduction Investment Plan, together
           with Amendments One through Seven thereof.
     5A)   Opinion of John W. Blenke, Assistant General Counsel and Secretary of Household, as
           to the legality of the securities being registered.
     5B)   Internal Revenue Service Determination letter as to qualification under Section 401
           of the Internal Revenue Code.
     5C)   Undertaking to file amended provisions of the plan with the Internal Revenue
           Service.
    23A)   Consent of Arthur Andersen LLP, Certified Public Accountants.
    23B)   Consent of Mr. Blenke is contained in his opinion.
     24)   Power of Attorney (included on Page II-3 hereof).
II-6