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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 29, 1999
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(Date of earliest event reported)
HELLER FUNDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
333-30207 36-165546
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(Commission File Number) (IRS Employer Identification Number)
500 West Monroe Street, Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 441-7246
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(Registrant's telephone number, including area code)
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Item 2.
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On April 29, 1999, Heller Financial, Inc., the sole shareholder of Heller
Funding Corporation II ("HFCII"), approved the merger of HFCII with Heller
Funding Corporation, a Delaware corporation ("HFC"). As the surviving
corporation, HFC has succeeded to all of the rights, privileges, powers and
franchises, as well as all of the properties and assets (if any), of HFCII, and
HFC is responsible for all of the debts, liabilities and duties (if any) of
HFCII. Heller Financial Inc. is the sole shareholder of HFC.
Item 7. Financial Statements and Exhibits
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a) Both HFC and HFCII have no assets or liabilities to report on any financial
statements prepared in accordance with generally accepted accounting principles.
HFCII was, and HFC is, a limited purpose corporation.
Neither HFC nor HFCII is required to file financial statements under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
(b) Exhibit No. Description
2 Plan and Agreement of Merger between HFC and HFCII
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: May 14, 1999
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HELLER FUNDING CORPORATION
By: David R. Schmuck
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David R. Schmuck
Title: Vice President
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EXHIBIT INDEX
Exhibit
Number Document Description
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2 Plan and Agreement of Merger between HFC and HFCII Dated as of
April 22, 1999.
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PLAN AND AGREEMENT OF MERGER
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THIS PLAN AND AGREEMENT OF MERGER dated as of April 22, 1999 (this
"Agreement") is between Heller Funding Corporation, a Delaware corporation
("HFC"), and Heller Funding Corporation II, a Delaware corporation ("HFC II",
and together with HFC, the "Constituent Corporations"). All of the issued and
outstanding shares of capital stock of HFC and HFC II are owned by Heller
Financial, Inc., a Delaware corporation.
ARTICLE I
I.1 On the Merger Date (as defined in Section 1.6), HFC II shall be
merged with and into HFC (the "Merger") in accordance with the General
Corporation Law of the State of Delaware (the "DGCL") and the separate corporate
existence of HFC II shall cease. HFC shall be the surviving corporation in the
Merger (hereinafter sometimes referred to as the "Surviving Corporation") and
its separate corporate existence, with all its purposes, objects, rights,
privileges, powers and franchises, shall continue unaffected and unimpaired by
the Merger.
I.2 HFC shall succeed to all of the rights, privileges, powers and
franchises, of a public as well as of a private nature, of HFC II, all of the
properties and assets of HFC and all of the debts, chooses in action and other
interests due or belonging to HFC II shall be subject to, and responsible for,
all of the debts, liabilities and duties of HFC II with the effect set forth in
the DGCL.
I.3 If, at any time after the Merger Date, HFC shall consider or be
advised that any deeds, bills of sale, assignments, assurances or any other
actions or things are necessary or desirable to vest, perfect or confirm of
record or otherwise in HFC its right, title or interest in, to or under any of
the rights, properties or assets of HFC II acquired or to be acquired by HFC as
a result of, or in connection with, the Merger or to otherwise carry out this
Agreement, the officers and directors of HFC shall and will be authorized to
executed and deliver, in the name and on behalf of the Constituent Corporations
or otherwise, all such deeds, bills of sale, assignments and assurances and to
take and do, in the name and on behalf of the Constituent Corporation or
otherwise, all such other actions and things as may be necessary or desirable to
vest, perfect or confirm any and all right, title and interest in, to and under
such rights, properties or assets in HFC II or to otherwise carry out this
Agreement.
I.4 The Certificate of Incorporation of HFC shall be the Certificate
of Incorporation of the Surviving Corporation. The Bylaws of HFC, as amended up
to and including the Merger Date, shall be the Bylaws of the Surviving
Corporation and each such document shall thereafter continue to be the
Certificate of Incorporation and Bylaws of the Surviving Corporation until
changed as provided therein and by law.
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I.5 The directors and officers of HFC immediately prior to the Merger
Date shall be the directors and officers of the Surviving Corporation and shall
thereafter continue in office in accordance with the Certificate of
Incorporation and Bylaws of the Surviving Corporation.
I.6 If this Agreement is not terminated under Section 3.1, a
Certificate of Ownership and Merger with respect to the Merger shall be promptly
filed and recorded with the Secretary of State of the State of Delaware in
accordance with the DGCL. The Merger shall become effective at the time and date
of such filings or at such date and time otherwise specified in the Certificate
of Ownership and Merger (such time and date are herein collectively referred to
as the "Merger Date").
ARTICLE II
II.1 On the Merger Date, by virtue of the Merger and without further
action by the holder thereof, each share of HFC II stock held by Heller
Financial, Inc. shall be canceled and cease to exist immediately upon the Merger
Date.
ARTICLE III
III.1 This Agreement may be amended to the extent permitted by
applicable law.
III.2 This Agreement may be executed in one or more counterparts, all
of which shall be considered one and the same agreement, and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to each of the other parties.
III.3 This Agreement shall be governed by and construe in accordance
with the laws of the State of Delaware without regard to conflicts of laws
thereof.
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IN WITNESS WHEREOF, this Agreement has been executed by each of the
parties hereto by their duly authorized officers, and of the date first above
written.
HELLER FUNDING CORPORATION
By: /s/ David R. Schmuck
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Name: David R. Schmuck
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Title: Vice President
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HELLER FUNDING CORPORATION II
By: /s/ David R. Schmuck
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Name: David R. Schmuck
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Title: Vice President
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