<PAGE>
1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-30207
Heller Funding Corporation
(on behalf of Heller Equipment Asset Receivables Trust 1997-1)
(Exact name of registrant as specified in its charter)
Delaware 36-4165546
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 West Monroe Street, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 441-7246
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ___.
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ].
Aggregate market value of voting stock held by non-affiliates: None.
Number of shares of Common Stock outstanding at December 31, 1999: None
Documents incorporated by reference: None.
<PAGE>
PART I
ITEM 1. BUSINESS
Not applicable.
ITEM 2. PROPERTIES
The property of Heller Equipment Asset Receivables Trust 1997-1, a
limited purpose Delaware business trust (the "Trust"), consists primarily of (a)
a pool of contracts originated or acquired by Heller Financial, Inc. or its
wholly-owned subsidiary, Heller Financial Leasing, Inc., consisting of (i)
conditional sale agreements, promissory notes with related security agreements,
finance leases, installment payment agreements, and similar types of financing
agreements with end-users of printing, pre-press, machine tool, plastics,
computer hardware, computer software, restaurant, transportation, energy
related, medical, and industrial equipment, certain computer software and
related support and consulting services, together with certain rights of Heller
Financial, Inc. or Heller Financial Leasing, Inc. under finance program
agreements and assignments with vendors of financed equipment, as well as a
security interest in the equipment, and (ii) limited recourse contractual
payment obligations (which may take the form of promissory notes) payable by
vendors and secured by the vendor's interest in end-user contracts originated by
such vendor, and by the equipment related to such end-user contracts, and (b)
collections on such contracts due or received after July 31, 1997 or, in the
case of additional contracts or substitute contracts, their applicable cutoff
dates.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to the
Trust or the Registrant.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Not applicable.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Not applicable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Not applicable.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Trust has no directors or officers, and neither the Trust nor the
Registrant is aware of any person or entity that beneficially owns in excess of
5% of any series of Notes.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Exhibits:
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
(b) Reports on Form 8-K
The Registrant has filed Current Reports on Form 8-K with the
Securities and Exchange Commission dated January 25, 1999, February 25, 1999,
March 25, 1999, April 26, 1999, May 25, 1999, June 25, 1999, July 26, 1999,
August 25, 1999, September 27, 1999, October 25, 1999, November 26, 1999 and
December 27, 1999.
(c) See (a) above.
(d) Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: March 30, 2000
HELLER FUNDING CORPORATION
By: /s/ Lauralee E. Martin
-------------------------------------
Lauralee E. Martin
Title: President (principal
executive officer) and Director
By: /s/ Lawrence G. Hund
-------------------------------------
Lawrence G. Hund
Title: Treasurer (principal
financial and accounting officer)
By: /s/ Anthony O'B. Beirne
-------------------------------------
Anthony O'B. Beirne
Title: Vice President, Secretary and
Director
By: /s/ David J. Friedman
-------------------------------------
David J. Friedman
Title: Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------ --------------------
99.1 Annual Summary Statement
99.2 Annual Statement of Compliance
<PAGE>
Exhibit 99.1
Heller Equipment Asset Receivables Trust 1997-1
- --------------------------------------------------------------------------------
Heller Financial Inc.- Servicer
Annual Summary Statement - Restricting Events For the year ended
January 31, 1999 December 31, 1999
-----------------
Restricting Events
- ------------------
A) Average Cumulative Net Loss Ratio
The Average Cumulative Net Loss Ratio 0.80%
The Average Cumulative Net Loss Ratio exceeds 1.0% (yes / no) no
B) A Servicer Event occurred (yes/no) no
C) An Event of Default occurred (yes/no) no
Based on A, B and C, a Restricting Event occurred (yes/no) no
- ----------------------------------------------------------
An Obligor Event occurred no
10% Substitution Limit Calculation
- ----------------------------------
Percentage of Substitute Contracts replacing Defaulted
Contracts and Adjusted Contracts 0.00%
Percentage of Substitute Contracts replacing Defaulted
Contracts and Adjusted Contracts exceeds 10% (yes/no) no
5% Skipped Payment Limit Calculation
- ------------------------------------
The percent of contracts with Skipped Payment modifications 0.25%
The DCB exceeds 5% of the initial ADCB (yes/no) no
Any Skipped Payments have been deferred later than 12 months
prior to the Class B Maturity Date no
Concentration Amounts (only applicable at the Cutoff Date or in the
event of a substitution)
(i) The ADCB of all End-User Contracts with Obligors that are
governmental entities or municipalities exceeds 1.13% of
the ADCB of the Contract Pool no
(ii) The ADCB of all End-User Contracts which finance, lease or
are related to Software exceeds 3.88% of the ADCB of the
Contract Pool no
(iii) The ADCB of all End-User Contracts with Obligors who
comprise the three largest Obligors (measured by ADCB
as of the date of determination) exceeds 5.09% of the
ADCB of the Contract Pool no
(iv) The ADCB of all End-User Contracts with Obligors who
comprise the 20 largest Obligors (measured by ADCB as
of the date of determination) exceeds 24.79% of the
ADCB of the Contract Pool no
(v) The ADCB of the End-User Contracts related to a single
Vendor, or representing a Vendor Loan of such Vendor
or affiliate thereof exceeds 23.01% of the ADCB of
the Contract Pool no
(vi) The ADCB of all End-User Contracts with Obligors thereof
located in a single State of the United States exceeds
17.73% of the ADCB of the Contract Pool no
<PAGE>
Heller Equipment Asset Receivables Trust 1997-1
- --------------------------------------------------------------------------------
Heller Financial Inc.- Servicer
Annual Summary Statement - Accounts For the year ended
January 31, 1999 December 31, 1999
-----------------
Scheduled Payments, net of Excluded Amounts, Minus
Servicing Advances, Plus Payaheads 48,436,665.66
Prepayment Amounts 9,211,991.29
Recoveries 1,285,350.58
Investment Earnings - Collection Account 254,202.59
Reserve Investment Earnings - Deposited into
Collection Account 139,055.16
Late Charges 109,698.30
Expired Lease Proceeds -
Servicer Advances 3,393,331.01
Available Amounts 62,830,294.59
Distributions to Noteholders and Certificateholders 62,830,294.60
Excess to Certificateholders 209,383.81
<PAGE>
Heller Equipment Asset Receivables Trust 1997-1
- --------------------------------------------------------------------------------
Heller Financial Inc.- Servicer
Annual Summary Statement - Schedules For the year ended
January 31, 1999 December 31, 1999
------------------
Unreimbursed Servicer Advances
- ------------------------------
Unreimbursed Servicer Advances distributed -
Servicing Fee
- -------------
Monthly Servicing Fee distributed 465,391.91
Class A-1 Interest
- ------------------
Class A-1 interest distribution -
Class A-2 Interest
- ------------------
Class A-2 interest distribution 5,409,191.26
Class B Interest
- ----------------
Class B interest distribution 238,734.47
Class C Interest
- ----------------
Class C interest distribution 168,210.21
Class D Interest
- ----------------
Class D interest distribution 201,428.84
Class A-1 Principal
- -------------------
Class A-1 Principal Payment Amount distributed -
Class A-2 Principal
- -------------------
Class A-2 Principal Payment Amount distributed 51,788,899.59
Class B Principal
- -----------------
Class B Principal Payment Amount distributed 2,046,143.63
Class C Principal
- -----------------
Class C Principal Payment Amount distributed 915,462.56
Class D Principal
- -----------------
Class D Principal Payment Amount distributed 1,387,448.33
Reserve Fund
- ------------
Required Reserve Fund Amount (lesser of (i)
initial ADCB * 1% or (ii) outstanding
principal of the Notes) 2,738,265.00
Draw on Reserve Fund -
Required deposit to Reserve Fund -
Interest Earned on Reserve Account 139,055.16
Deposit to Certificateholder -
Deposit to Collection Account -
Ending Reserve Fund balance 2,738,265.00
Ending Reserve Fund balance as a percentage of ADCB 4.32%
<PAGE>
Heller Equipment Asset Receivables Trust 1997-1
- --------------------------------------------------------------------------------
Heller Financial Inc.- Servicer
Annual Summary Statement - Note Factors For the year ended
January 31, 1999 December 31, 1999
-----------------
Class A-1 CUSIP # 423327AA3
---------
Class A-1 principal balance 0.00
Initial Class A-1 principal balance 62,980,096.00
Note factor 0.000000000
Class A-2 CUSIP # 423327AB1
---------
Class A-2 principal balance 57,701,762.13
Initial Class A-2 principal balance 191,678,552.00
Note factor 0.301034005
Class B CUSIP # 423327AC9
-------
Class B principal balance 2,646,313.25
Initial Class B principal balance 8,214,795.00
Note factor 0.322139901
Class C CUSIP # 423327AD7
-------
Class C principal balance 2,212,842.03
Initial Class C principal balance 5,476,530.00
Note factor 0.404059145
Class D
-------
Class D principal balance 2,212,842.03
Initial Class D principal balance 5,476,530.00
Note factor 0.404059145
<PAGE>
Heller Equipment Asset Receivables Trust 1997-1
================================================================================
Heller Financial Inc.- Servicer
<TABLE>
<CAPTION>
Annual Summary Statement - Pool Data For the year ended
January 31, 1999 December 31, 1999
------------------
<S> <C>
ADCB as of the December 31, 1999 63,324,864.57
Loss and Delinquency Data for Period
- ------------------------------------
DCB of Defaulted Contracts for the year ended December 31, 1999 2,466,923.23
Number of Defaulted Contracts for the year ended December 31, 1999 17
Defaulted Contracts as a percentage of ADCB (annualized) 39.20%
DCB of Adjusted Contracts for the year ended December 31, 1999 -
Number of Adjusted Contracts for the year ended December 31, 1999 -
DCB of Prepaid Contracts for the year ended December 31, 1999 6,419,915.54
Number of Prepaid Contracts for the year ended December 31, 1999 113
DCB of Substitute Contracts, excluding Warranty Contracts, added to Trust
during for the year ended December 31, 1999 0.00
Number of Substitute Contracts, excluding Warranty Contracts, added to
Trust during for the year ended December 31, 1999 0
DCB of Warranty Contracts for the year ended December 31, 1999 607,867.34
Number of Warranty Contracts for the year ended December 31, 1999 4
DCB of repurchased Contracts for the year ended December 31, 1999 0.00
Number of repurchased Contracts for the year ended December 31, 1999 0
DCB of Additional Contracts for the year ended December 31, 1999 0.00
Number of Additional Contracts for the year ended December 31, 1999 0
Recoveries collected relating to Defaulted Contracts
for the year ended December 31, 1999 1,285,350.58
Delinquencies
Current 57,201,432.53
31-60 days past due 4,301,401.47
61-90 days past due 49,029.99
Over 90 days past due 2,318,571.22
-------------
Total 63,870,435.21
31+ days past due 6,669,002.68
Current 89.56%
31-60 days past due 6.73%
61-90 days past due 0.08%
Over 90 days past due 3.63%
-------------
Total 100.00%
31+ days past due 10.44%
(i) DCB of cumulative Defaulted Contracts 5,045,727.89
(ii) Cumulative Recoveries realized on Defaulted Contracts 2,487,773.91
Cumulative net losses to date ( (i) - (ii) ) 2,557,953.98
</TABLE>
<PAGE>
Exhibit No. 99.2
Annual Statement of Compliance
Heller Financial, Inc.
The undersigned, a duly authorized representative of Heller Financial, Inc., as
Servicer pursuant to the Sale and Servicing Agreement dated as of September 1,
1997, among Heller Equipment Asset Receivables Trust 1997-1, as Issuer, Heller
Funding Corporation, as Trust Depositor, Heller Financial, Inc., as Servicer,
and Norwest Bank Minnesota, National Association, as Indenture Trustee, does
hereby certify that:
1. Capitalized terms used in this Annual Statement as to Compliance have
their respective meanings set forth in the Sale and Servicing
Agreement.
2. Heller Financial, Inc. is as of the date hereof the Servicer under the
Sale and Servicing Agreement.
3. The undersigned is duly authorized pursuant to execute and deliver this
Annual Statement of Compliance.
4. This Statement is delivered pursuant to Section 9.05 of the Sale and
Servicing Agreement.
5. A review of the activities of the Servicer during the year ended
December 31, 1999 and of its performance under the Sale and Servicing
Agreement was made under the undersigned's supervision.
6. Based on such review, to the best of the undersigned's knowledge, the
Servicer has performed or has caused to be performed in all material
respects all of its obligations under the Sale and Servicing Agreement
and no Servicer Default has occurred or is continuing.
In Witness Whereof, I have affixed my signature hereto this 31st day of January
2000.
By: /s/ Carol J. Radtke
-------------------------------
Printed Name: Carol J. Radtke
Title: Assistant Vice President
