<PAGE>
8-K
Current Report
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 1999
HELLER FINANCIAL COMMERCIAL MORTGAGE ASSET CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 333-44299 36-4202202
(State or other Jurisdiction (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
---------------------
500 West Monroe Street
Chicago, Illinois 60661
(principal executive offices)
(312) 441-7000
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Item 5. OTHER EVENTS
Description of the Certificates
Heller Financial Commercial Mortgage Asset Corp. (the "Depositor") will
cause to be filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Commission's Rule 424 a Prospectus Supplement and the Prospectus
filed as part of Registration Statement, File No. 333-44299, in connection with
the Depositor's issuance of a series of certificates, entitled Mortgage
Pass-Through Certificates, Series 1999 PH-1 (the "Certificates"), to be issued
pursuant to a Pooling and Servicing agreement among the Depositor, First
Union National Bank, as master servicer, Lennar Partners, Inc. as Special
Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as fiscal agent.
Corporate Authorization
The Board of Directors has duly authorized the execution and delivery
of the Certificates.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits
EXHIBIT NO. 99 DESCRIPTION
Opinion of counsel to the Depositor as to the corporate power and
authority in respect of the Pooling and Servicing Agreement and due
authorization of the Certificates.
1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 19, 1999
HELLER FINANCIAL COMMERCIAL
MORTGAGE ASSET CORP.
By: /s/ Thomas J. Bax
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Name: Thomas J. Bax
Title: Vice President
2
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[HELLER FINANCIAL LETTERHEAD]
May 17, 1999
Katten Muchin & Zavis
525 West Monroe Street
Suite 1600
Chicago, Illinois 60661-3693
Latham & Watkins
53rd at Third
Suite 1000
885 Third Avenue
New York, New York 10022
Re: Heller Financial Commercial Mortgage Asset Corp.
Registration Statement on Form S-3
Registration No. 333-44299
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Ladies and Gentlemen:
I am Deputy General Counsel of Heller Financial, Inc. In that capacity,
I have acted as counsel to Heller Financial Commercial Mortgage Asset Corp., a
Delaware corporation ("Heller") in connection with that certain registration
statement on Form S-3 (the "Registration Statement") which has been filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), for the registration under the Act of
mortgage pass-through certificates, issuable in series. Heller currently
contemplates issuing such a series (the "Series") to be designated Series 1999
PH-1 in an approximate amount of $1.1 billion of Certificates (the
"Certificates"). As set forth in the Registration Statement, the Series will be
issued under and pursuant to the conditions of a pooling and servicing agreement
(the "Agreement") among Heller, a trustee (the "Trustee") and a master servicer
(the "Master Servicer") and a special servicer (the "Special Servicer"), each to
be identified (together with any relevant parties) in the prospectus supplement
for the Series. Except as otherwise indicated, capitalized terms used herein are
defined as set forth in the Registration Statement.
<PAGE>
Katten Muchin & Zavis
Latham & Watkins
April 22, 1999
Page 2
In connection with this opinion, I am familiar with the proceedings
taken and proposed to be taken by Heller in connection with the authorization
and issuance of the Certificates. I have also examined such corporate records of
Heller and other documents and have made such examination of law as I have
deemed necessary in connection with this opinion.
In rendering this opinion, I have assumed the accuracy and completeness
of all documents and records that I have reviewed, the genuineness of all
signatures (other than those on behalf of Heller), the authenticity of the
documents submitted to me as originals and the conformity to authentic original
documents of all documents submitted to me as copies.
In rendering this opinion, as to questions of fact material to this
opinion I have relied to the extent I have deemed such reliance appropriate,
without investigation, on certificates and other communications from public
officials and from officers of Heller.
Wherever I indicate that my opinion with respect to the existence or
absence of facts is based on my knowledge, my opinion is based solely on my
current actual knowledge, and I have conducted no special investigation of
factual matters in connection with this opinion.
The opinions set forth below are subject to the following
qualifications:
(i) the effects of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the rights
and remedies of creditors generally;
(ii) the effects of general principles of equity, whether applied by a
court of law or equity, with respect to the performance and enforcement
of the Agreement;
(iii) I express no opinion as to the effect of any federal or state
securities laws or antitrust laws or as to the creation, perfection,
priority or enforcement of any security interest granted under the
Agreement.
Based upon and subject to the foregoing and to the last two paragraphs
of this letter, it is my opinion that:
1. Heller has all requisite corporate power and authority to execute,
deliver and perform its obligations under the Agreement relating to the
Series of Certificates.
<PAGE>
Katten Muchin & Zavis
Latham & Watkins
May 17, 1999
Page 3
2. The execution and delivery of the Certificates have been duly
authorized by Heller.
This opinion is limited to the laws of the State of Illinois, the laws
of the United States of America and the General Corporation Law of the State of
Delaware, and I do not express any opinion herein concerning any other law. In
addition, I express no opinion herein concerning any statues, ordinances,
administrative decision, rules or regulations of any county, town, municipality
or special political subdivision (whether created or enabled through
legislative action at the federal, state or regional level). This opinion is
given as of the date hereof, and I assume no obligation to advise you of changes
that may hereafter be brought to my attention.
This opinion is solely for the information of the addressee hereof and
is not to be quoted in whole or in part or otherwise referred to, nor is it to
be filed with any governmental agency or any other person, without my prior
written consent. No one other than the addressees hereof is entitled to rely on
this. This opinion is rendered solely in connection with the issuance of the
Series of Certificates and should not be relied upon for any other purpose.
Very truly yours,
HELLER FINANCIAL, INC.
/s/ Dennis Holland
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Dennis Holland
Deputy General Counsel
