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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: October 22, 1997
----------------
(Date of earliest event reported)
HELLER FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(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
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(Address of principal executive offices) (Zip Code)
(312) 441-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
- ------- ------------
On October 22, 1997, Heller Financial, Inc. (the "Registrant") issued a press
release announcing its earnings for the quarter ending September 30, 1997. A
copy of the press release is attached.
On October 6, 1997, Registrant issued $250,000,000 aggregate principal amount of
6.44% Notes due October 6, 2002, under its Registration Statement on Form S-3,
File No 33-62479, pursuant to a Prospectus Supplement dated October 1, 1997.
Item 7. Financial Statements and Exhibits
- ------- ---------------------------------
(c) Exhibits
99 Heller Financial, Inc. - Report of Net Income for the quarter ending
September 30, 1997, dated October 22, 1997
99 Heller Financial, Inc. - $250,000,000 6.44% Note Due October 6, 2002
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 22, 1997
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HELLER FINANCIAL, INC.
By: /s/ Lauralee E. Martin
------------------------
Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Pages
- ------ --------------
99 Heller Financial, Inc. - Report of Net Income 4 - 7
for the quarter ending September 30, 1997, dated
October 22, 1997
99 Heller Financial, Inc. - $250,000,000 6.44% Note 8 - 13
due October 6, 2002
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PRESS RELEASE
Heller Financial, Inc. Reports Record
-------------------------------------
Net Income for 1997 Nine Months
-------------------------------
Chicago--(October 22, 1997)--Heller Financial, Inc. today reported a 14
percent and 18 percent increase in net income for the 1997 third quarter and
nine months ended September 30, 1997, said Richard J. Almeida, Heller's Chairman
and Chief Executive Officer. The company's record net income for the nine months
was highlighted by double digit growth in nearly all components of operating
revenues along with record new business volume and the lowest level of
nonearnings in more than 10 years.
Financial highlights include:
* Net income of $40 million for the 1997 third quarter and $123 million for the
nine months was $5 million and $19 million higher than the respective prior
year periods. Earnings were driven by a 56 percent increase in operating
revenues for the third quarter and a 39 percent jump for the nine months. Net
interest income increased 20 percent for the quarter and 15 percent for the
nine months due to the higher levels of lending assets, while factoring
commissions grew largely as a result of the consolidation of Factofrance.
Fees and other income increased by 342 percent for the quarter and 169
percent for the nine months. Growth in this category for the nine months
reflected the continued strong income from real estate investments and
participations as well as $26 million of real estate and equipment-based
securitization gains.
* As reported by the company earlier this year, Heller increased its ownership
in Paris-based Factofrance to essentially 100 percent. With Factofrance's
results now accounted for on a consolidated basis, Heller's operating
revenues increased $64 million and operating expenses grew $36 million for
the nine months. The acquisition had a modest favorable impact on Heller's
third quarter and nine month net income as Factofrance's earnings were
largely offset by the costs of the acquisition.
* For the nine months, commitments, including new business fundings, increased
63 percent over the prior year period. The surge in new business was driven
by across-the-board increases in originations for all Heller businesses. The
portfolio showed strong liquidity as evidenced by higher levels of paydowns,
loan sales, syndications and securitizations.
* Operating expenses increased for the nine months due to the impact of the
Factofrance consolidation and continued investment spending.
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* Despite a modestly lower level of writeoffs, the provision for losses
increased for both periods primarily due to lower levels of recoveries in the
current year and provisions for growth in lending assets. The ongoing
portfolio exhibited strong credit performance with the post-1990 lending
assets requiring only $42 million--or 60 basis points--of net writeoffs
during the first nine months.
* The company's credit profile continued to strengthen as nonearnings were
reduced by more than $50 million in the third quarter. The company's ratio
of nonearning assets to total lending assets was 2.3 percent at September 30
compared to 3.6 percent a year ago. Nonearnings in the company's post-1990
portfolio represented less than 1 percent of total lending assets.
"Heller's strong financial fundamentals, coupled with our expanding
originations capability through our highly-focused businesses, have made this
an extremely successful year thus far," said Almeida. "We continue to place
a high priority on building a strong Heller platform from which our
businesses can readily provide financing solutions to customers in those
middle market and small business sectors where we have real expertise."
Heller Financial, Inc. is a worldwide commercial financial services
organization which is a wholly owned subsidiary of The Fuji Bank Limited, one
of the world's largest banks. Heller provides U.S.-based clients with
equipment financing and leasing, factoring and working capital loans,
collateral-based financing, cash flow financing, real estate financing, small
business lending, and specialized equity investments. The company also operates
through joint venture and wholly owned companies located in 18 countries in
Europe, Asia, Australia and Latin America. These companies specialize in asset-
based finance, factoring, acquisition finance, leasing, vendor finance and trade
finance.
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Heller Financial, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets
(in millions)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
-------------- ------------
Assets (unaudited)
- ------
<S> <C> <C>
Cash and cash equivalents $ 331 $ 296
Total receivables 10,357 8,529
Less: Allowance for losses of receivables 255 225
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Net receivables 10,102 8,304
Investments, debt securities and operating leases 915 805
Investments in international joint ventures 200 272
Other assets 381 249
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$11,929 $9,926
======= ======
Liabilities and Stockholders' Equity
- ------------------------------------
Senior debt
Commercial paper and short-term borrowings $ 4,039 $2,745
Notes and debentures 4,678 4,761
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Total debt 8,717 7,506
Credit balances of factoring clients 1,120 590
Other payables and accruals 383 306
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Total liabilities 10,220 8,402
Minority interest in equity of Heller
International Group, Inc. 59 57
Stockholders' equity
Cumulative Perpetual Senior Preferred
Stock Series A 125 125
Noncumulative Perpetual Senior Preferred
Stock, Series B 150 -
Cumulative Convertible Preferred
Stock, Series D - 25
Common stock, additional paid-in
capital and retained earnings 1,375 1,317
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Total stockholders' equity 1,650 1,467
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$11,929 $9,926
======= ======
</TABLE>
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Heller Financial, Inc. and Subsidiaries
Consolidated Condensed Statements of Income
(in millions)
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
-------------------- -------------------
Ended September 30 Ended September 30
------------------ -------------------
1997 1996 1997 1996
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income $233 $198 $679 $598
Interest expense 129 111 376 334
---- ---- ---- ----
Net interest income 104 87 303 264
Fees and other income 53 12 132 49
Factoring commissions 28 14 71 40
Income of international joint ventures 8 11 27 31
---- ---- ---- ----
Operating revenues 193 124 533 384
Operating expenses 91 58 243 177
Provision for losses 48 12 104 61
---- ---- ---- ----
Income before taxes
and minority interest 54 54 186 146
Income tax provision 12 17 57 38
Minority interest in income of
Heller International Group, Inc. 2 2 6 4
---- ---- ---- ----
Net income $ 40 $ 35 $123 $104
==== ==== ==== ====
</TABLE>
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HELLER FINANCIAL, INC.
6.44% NOTE
DUE OCTOBER 6, 2002
NO. R-1
CUSIP NO. 423328 BF 9 U.S. $250,000,000
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 REQUIRED 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 250,000,000 Dollars on October 6, 2002, and to
pay interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon from October 6, 1997, 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 April 6 and October 6 in each year, commencing
April 6, 1998, through maturity (each an "Interest Payment Date"), until the
principal hereof is paid or has been duly provided for, at the rate of 6.44% 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 at 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 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
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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.
* * *
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: October 6, 1997
HELLER FINANCIAL, INC.
By: ___________________________________
Senior Vice President and Treasurer
(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.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: ________________________
Authorized Signatory
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(Reverse of Note)
HELLER FINANCIAL, INC.
6.44% NOTE
DUE OCTOBER 6, 2002
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 September 1, 1995, between the Company and State
Street Bank and Trust Company, 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
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
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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 the 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 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.
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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.
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.
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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 or 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.
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