<PAGE>
Filed Pursuant to Rule 424(b)(3)
Registration Number 033-62479
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 6, 1995)
HELLER FINANCIAL, INC.
$200,000,000
6.50% Notes due November 1, 2001
Interest payable May 1 and November 1
ISSUE PRICE: 99.673%
Interest on the 6.50% Notes due November 1, 2001 (the "Notes") will be payable
on May 1 and November 1 of each year beginning on May 1, 1997. The Notes will
mature on November 1, 2001. The Notes will not be redeemable prior to maturity
and will not be entitled to any sinking fund. See "Description of the Notes."
The Notes will be issued in fully registered form and will be represented by
one or more global certificates (the "Global Securities") registered in the
name of a nominee of The Depository Trust Company ("DTC") or other successor
depository appointed by the Company (DTC or such other depository is herein re-
ferred to as the "Depository"). Beneficial interests in Notes will be shown on,
and transfers thereof will be effected only through, records maintained by the
Depository (with respect to participants' interests) and its participants. See
"Description of Debt Securities--Book Entry, Delivery and Form." The Notes will
be issued only in denominations of $1,000 and integral multiples thereof. See
"Description of the Notes." Settlement for the Notes will be made in immedi-
ately available funds. The Notes will trade in the Depository's Same-Day Funds
Settlement System until maturity, and secondary market trading activity in the
Notes will therefore settle in immediately available funds. See "Description of
Debt Securities--Same-Day Settlement."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE AC-
CURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC (1) COMMISSIONS (2) COMPANY (1)(3)
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<S> <C> <C> <C>
Per Note 99.673% .450% 99.223%
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Total $199,346,000 $900,000 $198,446,000
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</TABLE>
(1)Plus accrued interest, if any, from November 4, 1996.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3)Before deduction of expenses payable by the Company estimated at $175,000.
The Notes are offered, subject to prior sale, when, as and if accepted by the
Underwriters and subject to approval of certain legal matters by McDermott,
Will & Emery, counsel for the Underwriters. It is expected that delivery of the
Global Securities will be made on or about November 4, 1996, through the facil-
ities of the Depository in New York, New York against payment therefor in same-
day funds.
J.P. MORGAN & CO.
CHASE SECURITIES INC.
LEHMAN BROTHERS
UBS SECURITIES LLC
October 30, 1996
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUPPLEMENT OR ANY OFFER TO SELL OR
THE SOLICITATION OF ANY OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Use of Proceeds............................................................ S-3
Ratio of Earnings to Fixed Charges......................................... S-3
Fuji Bank Recent Developments.............................................. S-3
Description of the Notes................................................... S-4
Underwriting............................................................... S-4
Legal Opinions............................................................. S-5
PROSPECTUS
Available Information...................................................... 2
Documents Incorporated by Reference........................................ 2
The Company................................................................ 3
Selected Financial Data.................................................... 8
Use of Proceeds............................................................ 9
Description of Debt Securities............................................. 9
Description of Warrants.................................................... 18
Plan of Distribution....................................................... 19
Legal Opinions............................................................. 20
Experts.................................................................... 20
</TABLE>
S-2
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USE OF PROCEEDS
The Company will utilize the net proceeds from the Notes to repay certain
indebtedness incurred for working capital purposes. Such indebtedness is of
varying maturities of less than nine months and bears interest at rates within
the range of 5.0% to 6.0% per annum.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the Company for the periods
indicated below was as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED SEPTEMBER
30, YEAR ENDED DECEMBER 31,
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1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
1.43 1.42 1.38 1.51 1.49 1.15 1.17
</TABLE>
For purposes of computing the ratio of earnings to combined fixed charges,
"earnings" includes income before income taxes, the minority interest in Heller
International Group, Inc. income and fixed charges. "Combined fixed charges"
includes interest on all indebtedness and one third of annual rentals
(approximate portion representing interest).
FUJI BANK RECENT DEVELOPMENTS
The following table summarizes selected financial data obtained from Fuji
Bank's most recent financial statements, as prepared in accordance with
accounting principles generally accepted in Japan, which differ from generally
accepted accounting principles in the United States.
THE FUJI BANK, LIMITED
(NON-CONSOLIDATED FINANCIAL STATEMENTS)
<TABLE>
<CAPTION>
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YEAR ENDED YEAR ENDED YEAR ENDED
MARCH 31, 1996 MARCH 31, 1995 MARCH 31, 1994
--------------------- --------------------- ---------------------
YEN DOLLARS YEN DOLLARS YEN DOLLARS
(Billions) (Millions) (Billions) (Millions) (Billions) (Millions)
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total Assets............ 50,952.0 479,097 50,730.1 567,769 52,448.6 508,469
Total Deposits.......... 36,965.1 347,579 36,799.6 411,859 38,556.7 373,792
Total Liabilities....... 49,522.6 465,657 48,849.3 546,719 50,578.1 490,335
Total Stockholders'
Equity................. 1,429.4 13,440 1,880.8 21,049 1,870.5 18,134
Net Income.............. (429,752) (4,040) 34,332 384,253 26.7 259
</TABLE>
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*Rates of Exchange: 3/31/96 (Yen)106.35 = U.S. $1.00
3/31/95 (Yen) 89.35 = U.S. $1.00
3/31/94 (Yen)103.15 = U.S. $1.00
If the financial statements from which the numbers in the foregoing table
were taken had been prepared in accordance with accounting principles generally
accepted in the United States, some of the amounts shown might have been
materially different. The Company currently understands that accounting
principles generally accepted in Japan differ from generally accepted
accounting principles in the United States in various areas including the
following: valuation of securities, accounting treatment of guarantees,
commitments, unearned income, deferred taxes, leases, depreciation, foreign
currency transactions and investments in subsidiaries, and creation and
maintenance of optional and required reserves.
S-3
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities set forth in the
accompanying Prospectus, to which description reference is hereby made. The
statements herein concerning the Notes and the Indenture do not purport to be
complete. All such statements are qualified in their entirety by reference to
the accompanying Prospectus and the provisions of the Indenture, the form of
which has been filed with the Securities and Exchange Commission.
The Company's 6.50% Notes due November 1, 2001 (the "Notes") offered hereby
constitute a single series of Senior Securities to be issued under an Indenture
dated as of September 1, 1995 between the Company and Fleet National Bank, as
Trustee, and will be limited to $200,000,000 aggregate principal amount. Fleet
National Bank will initially be the Securities Registrar and Paying Agent (the
"Paying Agent"). The Notes will be issued only in registered form without
coupons in denominations of $1,000 and integral multiples thereof.
The Notes will mature on November 1, 2001. Interest on the Notes will be
payable semi-annually on each May 1 and November 1 (each an "Interest Payment
Date"), commencing May 4, 1997. Interest payable on each Interest Payment Date
will include interest accrued from November 4, 1996 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for.
Interest payable on any Interest Payment Date will be payable to the person in
whose name a Note (or any predecessor Note) is registered at the close of
business on April 15 or October 15, as the case may be, next preceding such
Interest Payment Date. Principal of and interest on the Notes will be payable
at the office or agency of the Company maintained for such purpose in the
Borough of Manhattan, The City of New York, which initially will be the office
of an affiliate of the Paying Agent, provided that payment of interest may be
made, at the option of the Company, by check mailed to the person entitled
thereto. Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.
The Notes are not redeemable or repayable prior to maturity and do not
provide for any sinking fund.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement
dated the date hereof, the Company has agreed to sell to each of the
Underwriters named below, severally, and each of the Underwriters has severally
agreed to purchase, the principal amount of the Notes set forth opposite its
name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF NOTES
---- ----------------
<S> <C>
J.P. Morgan Securities Inc............................... $ 50,000,000
Chase Securities Inc..................................... 50,000,000
Lehman Brothers.......................................... 50,000,000
UBS Securities LLC....................................... 50,000,000
------------
Total................................................ $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are obligated to take and pay for all of the Notes if any are
taken.
The Underwriters initially propose to offer the Notes directly to the public
at the public offering price set forth on the cover page of this Prospectus
Supplement and to certain dealers at such price less a concession not in excess
of .30% of the principal amount of the Notes. The Underwriters may allow, and
such dealers may reallow, a concession not in excess of .25% of the principal
amount of the Notes to certain other dealers. After the initial public
offering, the public offering price and such concessions may be changed.
S-4
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The Company does not intend to apply for listing of the Notes on a national
securities exchange, but has been advised by the Underwriters that they intend
to make a market in the Notes. The Underwriters are not obligated, however, to
make a market in the Notes and may discontinue market making at any time
without notice. No assurance can be given as to the liquidity of, or trading
market for, the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
In the ordinary course of their respective businesses, the Underwriters or
their affiliates have engaged and may in the future engage in investment
banking, financial advisory and/or commercial banking transactions with the
Company and its subsidiaries.
LEGAL OPINIONS
The legality of the Notes offered hereby will be passed upon for the Company
by David M. Sherbin, Senior Counsel and Assistant Secretary of the Company, and
for the Underwriters by McDermott, Will & Emery, 227 West Monroe Street,
Chicago, Illinois 60606. McDermott, Will & Emery from time to time acts as
counsel in certain matters for the Company and certain of its subsidiaries and
affiliates.
S-5
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