<PAGE>
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: November 1, 1994
----------------
(Date of earliest event reported)
HELLER FINANCIAL, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
1-6157 36-1208070
------ ----------
(Commission File Number) (IRS Employer Identification Number)
500 West Monroe Street, Chicago, Illinois 60661
- - - ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(312) 441-7000
--------------
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
------- ------------
On November 1, 1994, Heller Financial, Inc. (the "Registrant") issued
$200,000,000 aggregate principal amount of its 7-7/8% Notes due November 1,
1999 (the "Notes"), under its Registration Statement on Form S-3, File No.
33-58716 and pursuant to a Prospectus Supplement dated October 18, 1994.
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: November 1, 1994
HELLER FINANCIAL, INC.
By: Richard J. Almeida
-----------------------
Richard J. Almeida
Title: Executive Vice President and
Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Pages
------ --------------
99 Form of Security representing the
7-7/8% Notes due November 1, 1999 4-19
3
<PAGE>
HELLER FINANCIAL, INC.
7-7/8% NOTE
DUE NOVEMBER 1, 1999
NO. R-1
CUSIP NO. 423328 BA 0 U.S. $150,000,000
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC" OR THE
"DEPOSITORY"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
HELLER FINANCIAL, INC., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the sum of 150,000,000 Dollars on November 1, 1999, and to
pay interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon from November 1, 1994, or from and including the most recent Interest
Payment Date (as hereinafter defined) to which interest has been paid or duly
provided for, semi-annually on May 1 and November 1 in each year, commencing May
1, 1995, through maturity (each an "Interest Payment Date"), until the principal
hereof is paid or has been duly provided for, at the rate of 7-7/8% per annum.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in said Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Securities, as defined in
said Indenture) is registered as the close of business on the fifteenth day of
the calendar month immediately preceding each Interest Payment Date. Any such
Interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the registered Holder on each Interest Payment Date and may be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a record date not more than 15 days and
not less than 10 days prior to the date fixed by the Trustee for payment of such
defaulted interest and not less than 10 days after the receipt by the Trustee
from the Company of notice of the proposed payment, notice of which record date
shall be given to Holders of
-1-
<PAGE>
Notes not less than 10 days prior to such record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, provided, however, that at the option of the Company payment of
Interest may be made (subject to collection) by check mailed to the address of
the Person entitled thereto as such address shall appear on the Securities
Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the Indenture,
or be valid or obligatory for any purpose.
* * *
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
DATED: November 1, 1994
HELLER FINANCIAL, INC.
By:____________________________
Executive Vice President
and Chief Financial Officer
[Seal]
ATTEST:
________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated and referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON, as
Trustee
By:_____________________________
Authorized Signatory
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<PAGE>
[Reverse of Note]
HELLER FINANCIAL, INC.
7-7/8% NOTE
DUE NOVEMBER 1, 1999
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company, all such Securities issued and to be issued under an Indenture for
Senior Securities (herein, together with all indentures supplemental thereto,
called the "Indenture") dated as of February 24, 1993, between the Company and
The First National Bank of Boston, as Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a specification of
the rights and limitation of rights thereunder of the Holders of the Securities
and of the rights, obligations, duties and immunities of the Trustee and of the
Company. As provided in the Indenture, the Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series designated on the
face hereof (the "Notes").
The Notes are not redeemable by the Company prior to maturity and do not
provide for any sinking fund.
If any Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding, as defined
in the Indenture, of each series of Securities to be affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
-1-
<PAGE>
time Outstanding, as defined in the Indenture, on behalf of the Holders of all
the Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences with respect to such series. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the transfer herefor or in exchange herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company to be maintained for that purpose in the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in the form satisfactory to the Company and the
Securities Registrar duly executed by, the Holder herefor or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a like tenor and
of a different authorized denomination, as requested by the Holder surrendering
the same.
This Security is exchangeable by the Company only if (x) the
Depository notifies the Company that it is unwilling or unable to continue as
Depository for this global Note or if at any time the Depository ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, as
amended, (y) the Company in its sole discretion determines that this Note shall
be exchangeable for certificated Notes in registered form or (z) an
-2-
<PAGE>
Event of Default, or an event which with the passage of time or the giving of
notice would become an Event of Default, with respect to the Notes represented
hereby has occurred and is continuing, provided that the certificated Notes so
issued by the Company in exchange for this permanent global Note shall be in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
and be of like aggregate principal amount and tenor as the portion of this
permanent global Note to be exchanged, and provided further that, unless the
Company agrees otherwise, Notes of this series in certificated registered form
will be issued in exchange for this permanent global Note, or any portion
hereof, only if such Notes in certificated registered form were requested by
written notice to the Trustee or the Securities Registrar by or on behalf of a
Person who is beneficial owner of an interest hereof given through the Holder
hereof. Except as provided above, owners of beneficial interests in this
permanent global Note will not be entitled to receive physical delivery of Notes
in certificated registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in this Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment, penalty or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance hereof
and as a condition of and as part of the consideration for the issue hereof.
The Indenture with respect to any series will be discharged and
cancelled except for certain Sections thereof, subject to the terms of the
Indenture, upon the payment of all the Securities of such series or upon the
irrevocable deposit with the Trustee of cash or Government Obligations (or a
combination thereof) sufficient for such payment in accordance with Article VI
of the Indenture.
Certain terms used in this Note which are defined in the Indenture
have the meanings set forth therein.
-3-
<PAGE>
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company, the Trustee and any agent of the Company or the Trustee
may deem and treat the person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue and notwithstanding
any notation of ownership or other writing hereon, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
-4-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT -
___________________ Custodian ______________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________________
Additional abbreviations may also be used though not in the above list.
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- - - ------------------------------------
- - - ------------------------------------
(Please Print or Typewrite Name and Address of Assignee)
the within instrument of HELLER FINANCIAL, INC. and does hereby irrevocably
constitute and appoint
Attorney to transfer said instrument on the books of the within-named
Company, with full power of substitution in the premises.
Dated _____________ _________________________
Signature
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration by enlargement or any change whatever.
-5-
<PAGE>
HELLER FINANCIAL, INC.
7-7/8% NOTE
DUE NOVEMBER 1, 1999
NO. R-2
CUSIP NO. 423328 BA 0 U.S. $50,000,000
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC" OR THE "DEPOSITORY"), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
HELLER FINANCIAL, INC., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the sum of 50,000,000 Dollars on November 1, 1999, and to
pay interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon from November 1, 1994, or from and including the most recent Interest
Payment Date (as hereinafter defined) to which interest has been paid or duly
provided for, semi-annually on May 1 and November 1 in each year, commencing
May 1, 1995, through maturity (each an "Interest Payment Date"), until the
principal hereof is paid or has been duly provided for, at the rate of 7-7/8%
per annum. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in said Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Securities, as
defined in said Indenture) is registered as the close of business on the
fifteenth day of the calendar month immediately preceding each Interest Payment
Date. Any such Interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered Holder on each Interest Payment
Date and may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a record date
not more than 15 days and not less than 10 days prior to the date fixed by the
Trustee for payment of such defaulted interest and not less than 10 days after
the receipt by the Trustee from the Company of notice of the proposed payment,
notice of which record date shall be given to Holders of
-1-
<PAGE>
Notes not less than 10 days prior to such record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Note will be made at the office
or agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, provided, however, that at the option of the Company payment of
Interest may be made (subject to collection) by check mailed to the address of
the Person entitled thereto as such address shall appear on the Securities
Register.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.
* * *
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
DATED: November 1, 1994
HELLER FINANCIAL, INC.
By:____________________________
Executive Vice President
and Chief Financial Officer
[Seal]
ATTEST:
________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated and referred to in the
within-mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON, as
Trustee
By: _____________________________
Authorized Signatory
-3-
<PAGE>
[Reverse of Note]
HELLER FINANCIAL, INC.
7-7/8% NOTE
DUE NOVEMBER 1, 1999
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company, all such Securities issued and to be issued under an Indenture for
Senior Securities (herein, together with all indentures supplemental thereto,
called the "Indenture") dated as of February 24, 1993, between the Company and
The First National Bank of Boston, as Trustee, to which Indenture and all
indentures supplemental thereto reference is hereby made for a specification of
the rights and limitation of rights thereunder of the Holders of the Securities
and of the rights, obligations, duties and immunities of the Trustee and of the
Company. As provided in the Indenture, the Securities may be issued in one or
more series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest, if any, at different
rates, may be subject to different redemption provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series designated on the
face hereof (the "Notes").
The Notes are not redeemable by the Company prior to maturity and do not
provide for any sinking fund.
If any Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding, as defined
in the Indenture, of each series of Securities to be affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
-1-
<PAGE>
time Outstanding, as defined in the Indenture, on behalf of the Holders of all
the Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences with respect to such series. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the transfer herefor or in exchange herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in the form satisfactory to the Company and the Securities Registrar
duly executed by, the Holder herefor or his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a like tenor and
of a different authorized denomination, as requested by the Holder surrendering
the same.
This Security is exchangeable by the Company only if (x) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for this global Note or if at any time the Depository ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form or (z) an
-2-
<PAGE>
Event of Default, or an event which with the passage of time or the giving of
notice would become an Event of Default, with respect to the Notes represented
hereby has occurred and is continuing, provided that the certificated Notes so
issued by the Company in exchange for this permanent global Note shall be in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
and be of like aggregate principal amount and tenor as the portion of this
permanent global Note to be exchanged, and provided further that, unless the
Company agrees otherwise, Notes of this series in certificated registered form
will be issued in exchange for this permanent global Note, or any portion
hereof, only if such Notes in certificated registered form were requested by
written notice to the Trustee or the Securities Registrar by or on behalf of a
Person who is beneficial owner of an interest hereof given through the Holder
hereof. Except as provided above, owners of beneficial interests in this
permanent global Note will not be entitled to receive physical delivery of Notes
in certificated registered form and will not be considered the Holders thereof
for any purpose under the Indenture.
No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or any indenture supplemental thereto or in this Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment, penalty or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance hereof
and as a condition of and as part of the consideration for the issue hereof.
The Indenture with respect to any series will be discharged and cancelled
except for certain Sections thereof, subject to the terms of the Indenture, upon
the payment of all the Securities of such series or upon the irrevocable deposit
with the Trustee of cash or Government Obligations (or a combination thereof)
sufficient for such payment in accordance with Article VI of the Indenture.
Certain terms used in this Note which are defined in the Indenture have the
meanings set forth therein.
-3-
<PAGE>
This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue and notwithstanding
any notation of ownership or other writing hereon, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
-4-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription of the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -
___________________ Custodian ______________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________________
Additional abbreviations may also be used though not in the above list.
__________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- - - ------------------------------------
- - - ------------------------------------
(Please Print or Typewrite Name and Address of Assignee)
the within instrument of HELLER FINANCIAL, INC. and does hereby irrevocably
constitute and appoint
Attorney to transfer said instrument on the books of the within-named
Company, with full power of substitution in the premises.
Dated _____________ _________________________
Signature
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration by enlargement or any change whatever.
-5-
