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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 1998
Commission File Number: 333-44299
HELLER FINANCIAL COMMERCIAL MORTGAGE ASSET CORP.
(Exact Name of registrant as specified in its charter)
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Delaware 36-4202202
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 West Monroe Street, Chicago, Illinois (Address of 60661
principal executive offices) (Zip Code)
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(312) 441-7000 (Registrant's telephone number, including area code)
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| (see below) No __.
The Registrant was formed on January 7, 1998. Upon the filing of
this Annual Report on Form 10-K, and the filing of a Quarterly Report on 10-Q
dated the date hereof, Registrant will have filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934.
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 and non-voting stock held by non-affiliates:
None.
Number of shares of common stock outstanding at December 31, 1998. 1000
Documents incorporated by reference: None
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ITEM 1. BUSINESS
The Registrant was formed on January 7, 1998 for the purpose of forming
trust funds and issuing certificates evidencing an interest in such trust funds.
As of the date of this Annual Report on Form 10-K, the Registrant has not formed
any trust funds. The Registrant does not have, nor is it expected in the future
to have, any significant assets.
ITEM 2. PROPERTIES
None. Upon the creation of trust funds, certain information relating to
properties in such trust funds will be disclosed in reports relating to such
trust funds. It is anticipated that such information may be limited to a
Servicer's Annual Statement of Compliance and a Servicer's Independent
Accountant's Report on Servicer's servicing activities.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings with respect to 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 A FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Not applicable.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Not applicable.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Registrant was formed for the purpose of forming trust funds and
issuing certificates evidencing an interest in such trust funds. As of the date
of this Annual Report on Form 10-K, the Registrant has not formed any trust
funds. No trust fund formed will have directors or executive officers. The
certificate holders owning an interest in any such trust fund will have no right
to vote (except with respect to required consents to the Pooling and Servicing
Agreement and upon certain events of default) or control such trust funds,
except that such certificate holders are generally permitted to select an
operating adviser to advise, direct and approve recommendations of a special
servicer with respect to specially serviced assets in the trust fund.
ITEM 11. EXECUTIVE COMPENSATION
Not applicable. See response to Item 10.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Registrant was formed for the purpose of forming trust funds and
issuing certificates evidencing an interest in such trust funds. As of the date
of this Annual Report on Form 10-K, the Registrant has not formed any trust
funds or issued any certificates.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable. See response to Item 10.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Not applicable.
(b) None.
(c) Not applicable.
(d) Not applicable.
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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: May 7, 1999
HELLER FINANCIAL COMMERCIAL
MORTGAGE ASSET CORP.
By: /s/ David J. Friedman
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Name: David J. Friedman
Title: President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated:
Dated: May 7, 1999
By: /s/ Lauralee E. Martin
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Name: Lauralee E. Martin
Title: Director (Principal
Financial Officer)
By: /s/ John Petrovski
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Name: John Petrovski
Title: Director
By: /s/ David J. Friedman
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Name: David J. Friedman
Title: President (Principal
Executive Officer)
By: /s/ Thomas J. Bax
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Name: Thomas J. Bax
Title: Vice President
By: /s/ Lawrence J. Hund
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Name: Lawrence J. Hund
Title: Chief Accounting
Officer (Principal
Accounting Officer)
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EXHIBIT INDEX
Exhibit
Number Document Description
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None None
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