<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: September 29, 1995
------------------
(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
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(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)
1
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ITEM 5. OTHER EVENTS
- - ------- ------------
Effective September 29, 1995, Heller Financial, Inc. (the "Company") appointed
Shawmut Bank Connecticut, National Association ("Shawmut"), as successor Trustee
to The First National Bank of Boston ("Bank of Boston"), for Senior Securities
and Junior Subordinated Securities issued under the Company's Registration
Statement No. 33-58716, which was initially filed on February 25, 1993.
Shawmut, as successor Trustee, also became successor Paying Agent and Securities
Registrar for those senior securities issued under Registration Statement No.
33-58716 for which Bank of Boston had served as Paying Agent and Securities
Registrar.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
- - ------- ---------------------------------
(c) Exhibits
4(a) First Supplemental Indenture for Senior Securities between Heller
Financial, Inc. and Shawmut Bank Connecticut, National Association dated
September 29, 1995
4(b) First Supplemental Indenture for Junior Subordinated Securities between
Heller Financial, Inc. and Shawmut Bank Connecticut, National Association
dated September 29, 1995
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: October 2, 1995
---------------
HELLER FINANCIAL, INC.
By: RICHARD J. ALMEIDA
------------------
Richard J. Almeida
Title: Executive Vice President and
Chief Financial Officer
2
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Pages
- - ------- --------------
4(a) First Supplemental Indenture for Senior Securities 4-9
between Heller Financial, Inc. and Shawmut Bank
Connecticut, National Association dated September
29, 1995
4(b) First Supplemental Indenture for Junior Subordinated 10-15
Securities between Heller Financial, Inc. and
Shawmut Bank Connecticut, National Association dated
September 29, 1995
3
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EXHIBIT 4(a)
================================================================================
HELLER FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Trustee
______________________
FIRST SUPPLEMENTAL INDENTURE
______________________
Dated as of September 29, 1995
______________________
___________________
Senior Securities
================================================================================
4
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FIRST SUPPLEMENTAL INDENTURE dated as of September 29,1995 between HELLER
FINANCIAL, INC., a Delaware corporation (the "Company"), and SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes
and to issue non-convertible debentures, notes and debt obligations therefor;
and for its corporate purposes, the Company has determined to make and issue its
non-convertible debentures, notes and other debt obligations to be issued in one
or more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
B. The First National Bank of Boston, which became Trustee for the
Company's senior securities by an Indenture dated as of February 24, 1993, now
wishes to resign from its position as Trustee (Retiring Trustee").
C. The Company desires to appoint Shawmut Bank Connecticut, National
Association as successor Trustee and Shawmut Bank Connecticut, National
Association is qualified, eligible and willing to serve as successor Trustee.
D. All things necessary to make this First Supplemental Indenture a valid
agreement of the Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the successor Trustee and its successors in such trust, for the
benefit of those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
The terms and conditions of the Indenture dated as of February 24, 1993 by
and between Heller Financial, Inc. and The First National Bank of Boston, as
Trustee, including Articles I through XIII of the Heller Financial, Inc.
Standard Multiple-Series Indenture Provisions, dated, and filed with the
Securities and Exchange Commission on February 5, 1987 (the "Standard
Provisions"), are hereby incorporated herein by reference with the same force
and effect as though fully set out herein. To the extent that the terms set
forth in Section 2 of this First
5
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Supplemental Indenture are inconsistent with the terms of the Standard
Provisions, the terms set forth in this Section 2 shall apply.
2. Amendments to the Standard Provisions.
a. The Standard Provisions as incorporated herein are hereby amended as
follows:
(1) Section 12.02 isamended to read as follows:
The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Registered Securities of any series
may be presented or surrendered for payment or surrendered for
registration of transfer or exchange, where Coupon Securities may be
registered as to principal, and where notices and demand to or upon
the Company in respect of the Securities of such series and this
Indenture may be served, which office or agency shall initially be any
office or agency of the Trustee. However, if no office or agency of
the Trustee for such series is located in the Borough of Manhattan,
The City of New York, such office or agency shall initially be the
principal corporate trust office of an Authenticating Agent designated
pursuant to (S) 8.14. So long as any Coupon Securities or
Unregistered Securities of any series remain Outstanding, the Company
will (except as specified by the terms of the Securities established
as provided in (S) 3.01) maintain one or more office or agencies
outside the United States in such city or cities as may be specified
by the terms of the Securities of such series, where Coupons
appertaining to Securities of such series or Unregistered Securities
of such series may be surrendered or presented for payment, or
surrendered for exchanged pursuant to (S) 3.05 and where notices and
demands to or upon the Company in respect of Coupons appertaining to
Securities of such series or the Unregistered Securities of such
series or of this Indenture may be served.
The Company will give prompt written notice to the Trustee of the
location and any change in the location, of any such office or agency
and of the name and address of any Securities Registrar and Paying
Agent. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address
thereof, presentations, surrenders, notices and demands in respect of
Registered Securities may be made or served at any office or agency of
the Trustee or the corporate trust office of any Authenticating Agent
appointed hereunder, and presentations, surrenders, notices and
demands in respect of Coupons appertaining to Securities of any series
and Unregistered Securities may be made or
6
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served at the corporate trust office of the Trustee in the other city
or cities referred to above.
The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the
Securities of one or more series may be presented or surrendered for
any or all of such purposes and may from time to time rescind such
designations. However, no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or
agency as provided in this (S) 12.02 in each Place of Payment for
Securities of any series for such purposes and, except as otherwise
specified by the terms of the Securities established as provided in
(S) 3.01, so long as any Unregistered Securities or Coupon Securities
remain outstanding, one or more offices or agencies outside of the
United States. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.
3. Additional Provisions.
a. The Company hereby appoints Shawmut Bank Connecticut, National
Association as successor Trustee under the Indenture.
b. Shawmut Bank Connecticut, National Association hereby accepts
appointment as successor Trustee under the Indenture and hereby assumes all
rights, powers, trusts, duties and obligations of the retiring Trustee under the
Indenture.
c. All references in the Indenture to the Trustee shall be to Shawmut
Bank Connecticut, National Association.
d. The following provision, which constitutes part of this First
Supplemental Indenture, is numbered to conform with the format of the Standard
Provisions:
(S)8.15. Other Matters Concerning the Trustee.
At the date of this First Supplemental Indenture, the Corporate Trust
Office of the Trustee is located at 777 Main Street, Hartford, Connecticut
06115, Attention: Corporate Trust Administration, Department MSN 238.
7
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IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this First
Supplemental Indenture to be signed in its corporate name by its authorized
officer, and its corporate seal to be affixed hereto, and the same to be
attested by the signature of its Secretary or an Assistant Secretary, and
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, in evidence of its acceptance of
the trust hereby created, has caused this First Supplemental Indenture to be
signed it its corporate name by one of its Authorized Officers, and its
corporate seal to be affixed hereto, and the same to be attested by one of its
Assistant Secretaries, as of the day and year first above written.
HELLER FINANCIAL, INC.
By: Anthony O'B. Beirne
---------------------------------------
Its: Senior Vice President and Treasurer
--------------------------------------
[SEAL]
Attest:
Sylvia L. Bateman
- - -------------------------------
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By: K. Larimore
---------------------------------------
Its: Assistant Vice President
--------------------------------------
[SEAL]
Attest:
Robert L. Reynolds
- - ------------------
8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 26th day of September, 1995, before me personally came Anthony O'B.
Beirne to me known, who, being by me duly sworn, did depose and say that he is
an Authorized Officer of HELLER FINANCIAL, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
such corporation; that the seal affixed to such instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of such
corporation; and that he signed his name thereto by like authority.
Mary L. Riedesel
--------------------------
[SEAL]
STATE OF Connecticut )
) ss.:
COUNTY OF Hartford )
On the ______ day of September, 1995, before me personally came Kathy A.
Larimore to me known, who, being by me duly sworn, did depose and say that he is
an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION, one of
the corporations described in and which executed the above instrument; that he
knows the seal of such corporation; that the seal affixed to such instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of such corporation; and that he signed his name thereto by some like
authority.
Karen R. Felt
--------------------------
[SEAL]
9
<PAGE>
EXHIBIT 4(b)
================================================================================
HELLER FINANCIAL, INC.
AND
SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION
Trustee
______________________
FIRST SUPPLEMENTAL INDENTURE
______________________
Dated as of September 29, 1995
______________________
___________________
Junior Subordinated Securities
================================================================================
10
<PAGE>
FIRST SUPPLEMENTAL INDENTURE dated as of September 29, 1995 between HELLER
FINANCIAL, INC., a Delaware corporation (the "Company"), and SHAWMUT BANK
CONNECTICUT, NATIONAL ASSOCIATION (the "Trustee").
PRELIMINARY STATEMENTS
A. The Company is authorized to borrow money for its corporate purposes
and to issue non-convertible debentures, notes and debt obligations therefor;
and for its corporate purposes, the Company has determined to make and issue its
non-convertible debentures, notes and other debt obligations to be issued in one
or more series (the "Securities"), as hereinafter provided, up to such principal
amount or amounts as may from time to time be authorized by or pursuant to the
authority granted in one or more resolutions of the Board of Directors.
B. The First National Bank of Boston, which became Trustee for the
Company's junior subordinated securities by an Indenture dated as of February
24, 1993, now wishes to resign from its position as Trustee (Retiring Trustee").
C. The Company desires to appoint Shawmut Bank Connecticut, National
Association as successor Trustee and Shawmut Bank Connecticut, National
Association is qualified, eligible and willing to serve as successor Trustee.
D. All things necessary to make this First Supplemental Indenture a
valid agreement of the Company, in accordance with its terms, have been done.
In consideration of the above statements, and other good and valuable
consideration the receipt and adequacy of which is hereby acknowledged, the
parties agree that all the Securities are to be executed, authenticated and
delivered subject to the further covenants and conditions hereinafter set forth;
and the Company, for itself and its successors, does hereby covenant and agree
to and with the Trustee and its successors in such trust, for the benefit of
those who shall hold the Securities, or any of them, as follows:
TERMS AND CONDITIONS
1. Incorporation by Reference.
The terms and conditions of the Indenture dated as of February 24, 1993 by
and between Heller Financial, Inc. and The First National Bank of Boston, as
Trustee, including Articles I through XIII of the Heller Financial, Inc.
Standard Multiple-Series Indenture Provisions, dated, and filed with the
Securities and Exchange Commission on February 5, 1987 (the "Standard
Provisions"), are hereby incorporated herein by reference with the same force
and effect as though fully set out herein. To the extent that the terms set
forth in Section 2 of this First
11
<PAGE>
Supplemental Indenture are inconsistent with the terms of the Standard
Provisions, the terms set forth in this Section 2 shall apply.
2. Amendments to the Standard Provisions.
a. The Standard Provisions as incorporated herein are hereby amended as
follows:
(1) Section 12.02 is amended to read as follows:
The Company will maintain in the Borough of Manhattan, The City of New
York, an office or agency where Registered Securities of any series
may be presented or surrendered for payment or surrendered for
registration of transfer or exchange, where Coupon Securities may be
registered as to principal, and where notices and demand to or upon
the Company in respect of the Securities of such series and this
Indenture may be served, which office or agency shall initially be any
office or agency of the Trustee. However, if no office or agency of
the Trustee for such series is located in the Borough of Manhattan,
The City of New York, such office or agency shall initially be the
principal corporate trust office of an Authenticating Agent designated
pursuant to (S) 8.14. So long as any Coupon Securities or
Unregistered Securities of any series remain Outstanding, the Company
will (except as specified by the terms of the Securities established
as provided in (S) 3.01) maintain one or more office or agencies
outside the United States in such city or cities as may be specified
by the terms of the Securities of such series, where Coupons
appertaining to Securities of such series or Unregistered Securities
of such series may be surrendered or presented for payment, or
surrendered for exchanged pursuant to (S) 3.05 and where notices and
demands to or upon the Company in respect of Coupons appertaining to
Securities of such series or the Unregistered Securities of such
series or of this Indenture may be served.
The Company will give prompt written notice to the Trustee of the
location and any change in the location, of any such office or agency
and of the name and address of any Securities Registrar and Paying
Agent. If at any time the Company fails to maintain any such required
office or agency or fails to furnish the Trustee with the address
thereof, presentations, surrenders, notices and demands in respect of
Registered Securities may be made or served at any office or agency of
the Trustee or the corporate trust office of any Authenticating Agent
appointed hereunder, and presentations, surrenders, notices and
demands in respect of Coupons appertaining to Securities of any series
and Unregistered Securities may be made or
12
<PAGE>
served at the corporate trust office of the Trustee in the other city
or cities referred to above.
The Company may also from time to time designate one or more other
offices or agencies (in or outside The City of New York) where the
Securities of one or more series may be presented or surrendered for
any or all of such purposes and may from time to time rescind such
designations. However, no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an office or
agency as provided in this (S) 12.02 in each Place of Payment for
Securities of any series for such purposes and, except as otherwise
specified by the terms of the Securities established as provided in
(S) 3.01, so long as any Unregistered Securities or Coupon Securities
remain outstanding, one or more offices or agencies outside of the
United States. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.
3. Additional Provisions.
a. The Company hereby appoints Shawmut Bank Connecticut, National
Association as successor Trustee under the Indenture.
b. Shawmut Bank Connecticut, National Association hereby accepts
appointment as successor Trustee under the Indenture and hereby assumes all
rights, powers, trusts, duties and obligations of the retiring Trustee under the
Indenture.
c. All references in the Indenture to the Trustee shall be to Shawmut
Bank Connecticut, National Association.
d. The following provisions, which constitutes part of this First
Supplemental Indenture, are numbered to conform with the format of the Standard
Provisions:
(i). (S)8.15. Other Matters Concerning the Trustee.
At the date of this First Supplemental Indenture, the Corporate Trust
Office of the Trustee is located at Shawmut Bank Connecticut, National
Association 777 Main Street, Hartford, Connecticut 06115, Attention: Corporate
Trust Administration, Department MSN 238.
13
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IN WITNESS WHEREOF, HELLER FINANCIAL, INC. has caused this First
Supplemental Indenture to be signed in its corporate name by its authorized
officer, and its corporate seal to be affixed hereto, and the same to be
attested by the signature of its Secretary or an Assistant Secretary, and
SHAWMUT BANK CONNECTICUT, NATIONAL Association in evidence of its acceptance of
the trust hereby created, has caused this First Supplemental Indenture to be
signed it its corporate name by one of its Authorized Officers, and its
corporate seal to be affixed hereto, and the same to be attested by one of its
Assistant Secretaries, as of the day and year first above written.
HELLER FINANCIAL, INC.
By: Anthony O'Boyle Beirne
---------------------------------------
Its: Senior Vice President and Treasurer
--------------------------------------
[SEAL]
Attest:
Sylvia L. Bateman
- - -------------------------------
SHAWMUT BANK CONNECTICUT,
NATIONAL ASSOCIATION
By: K. Larimore
---------------------------------------
Its: Assistant Vice President
--------------------------------------
[SEAL]
Attest:
Robert L. Reynolds
- - -------------------------------
14
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 26th day of September, 1995, before me personally came Anthony O'B.
Beirne to me known, who, being by me duly sworn, did depose and say that he is
an Authorized Officer of HELLER FINANCIAL, INC., one of the corporations
described in and which executed the above instrument; that he knows the seal of
such corporation; that the seal affixed to such instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of such
corporation; and that he signed his name thereto by like authority.
Mary L. Riedesel
--------------------------
[SEAL]
STATE OF Connecticut )
) ss.:
COUNTY OF Hartford )
On the _______ day of September, 1995, before me personally came Kathy A.
Larimore to me known, who, being by me duly sworn, did depose and say that he is
an Authorized Officer of SHAWMUT BANK CONNECTICUT, NATIONAL ASSOCIATION one of
the corporations described in and which executed the above instrument; that he
knows the seal of such corporation; that the seal affixed to such instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of such corporation; and that he signed his name thereto by some like
authority.
Karen R. Felt
--------------------------
[SEAL]
15
