<PAGE>
As filed with the Commission on May 5, 1998
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
HELLER FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1208070
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 West Monroe Street
Chicago, Illinois 60661
---------------------- -----
(Address of principal executive offices) (zip code)
Heller Financial, Inc. Executive Deferred Compensaton Plan
(Full title of the Plan)
- --------------------------------------------------------------------------------
Debra H. Snider, Esq.
Executive Vice President, Chief Administrative Officer
General Counsel and Secretary
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois, 60661
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(Name and address of agent for service)
(312) 441-7000
------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price (1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Heller Financial, Inc. Executive Deferred
Compensation Plan Obligations (2)......... $50,000,000 100% $50,000,000 $14,750
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
(2) The Heller Financial, Inc. Executive Deferred Compensation Plan Obligations
(the "Obligations") are unsecured obligations of Heller Financial, Inc. to
pay deferred compensation in the future in accordance with the Heller
International Corporation Executive Deferred Compensation Plan (the
"Plan").
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Heller Financial, Inc. (the "Company") hereby incorporates the following
documents herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997; and
(b) The Company's Annual Report on Form 10-K/A for the year ended December
31, 1997; and
(c) The Company's Current Reports on Form 8-K filed with the Commission on
January 6, 1998, January 29, 1998, January 31, 1998, February 20, 1998, February
28, 1998 and April 21, 1998.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Under the Heller Financial, Inc. Executive Deferred Compensation Plan
(the "Plan"), the Company provides eligible employees the opportunity to defer a
portion of their current cash compensation. Certain highly compensated
employees of the Company and other Executives identified by the Compensation
Committee of the Board of Directors of the Company (the "Committee") are
eligible to participate in the Plan. The compensation deferred by eligible
employees who elect to participate in the Plan ("Participant") is referred to
herein as "Obligations." The Company herein registers $50,000,000 of
Obligations.
The compensation is deferred by each Participant, in accordance with the
Plan, pursuant to an irrevocable election made by the Participant. The Company
accounts for deferred compensation by establishing bookkeeping accounts for each
Participant ("Deferral Accounts"). Each Deferral Account shall be credited
monthly with income and gains and charged with losses, expenses and
distributions equal to the amount by which the Deferral Account would have been
credited or charged had the Deferral Account been actually invested in the
Participant's investment election. Each Participant may elect to have his
Deferral Account mirror among one or more of the following investment vehicles:
(1) a Blue Chip Growth Fund, (2) an Investment Grade Bond Fund, (3) a Low Priced
Stock Fund, (4) a Retirement Money Market Fund, (5) a Growth & Income Fund, (6)
a Contrafund, (7) an Emerging Growth Fund, (8) an International Growth & Income
Fund and (9) a Diversified International Fund. Additionally, effective on the
date the Company's Class A Common Stock is first offered to the public, one of
the investment vehicles a Participant may choose to have his deferred
compensation mirror is the Class A Common Stock of the Company.
<PAGE>
Obligations to Participants are paid in cash on the date established in
accordance with the Participant's deferral election ("Distribution Date").
Participants may choose among the following Distribution Dates: (1) a specified
date no earlier than January 1 immediately following the third anniversary of
his initial deferral election, (2) the date of Participant's termination of
employment (or a specified date thereafter) or (3) the earlier of (1) or (2). A
Participant may make a one-time election to extend his Distribution Date.
Obligations will be paid in a lump sum or in installments according to each
Participant's election. If a Participant becomes disabled (as defined within the
Plan) payment of benefits due such Participant shall commence as soon as
administratively feasible and in accordance to the payment election specified on
the Participant's deferral election.
Obligations are unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan.
The Company is not required to fund or otherwise segregate assets to be used for
the payment of Obligations. Notwithstanding the foregoing, the Company may
establish one or more grantor trusts ("Trusts") to hold assets to be used for
payment of Obligations. However, assets of any Trusts shall remain the assets of
the Company subject to the claims of its general creditors. Obligations will
rank without preference with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding and are, therefore, subject to the
risks of the Company's insolvency. Obligations, under the terms of the Plan, do
not benefit from any affirmative or negative pledge or covenant from the
Company.
A Participant's rights to any amounts credited to his accounts may not be
alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to the terms of the Plan, pursuant to a beneficiary designation made by
a Participant in accordance with the terms of the Plan or pursuant to the laws
of inheritance. Obligations are not subject to early redemption, in whole or in
part, except as specified in the Plan. Obligations are not convertible into any
other security of the Company. The Company reserves the right to modify, amend
or terminate the Plan; provided, however, that any such action shall not
adversely affect the amount that any Participant is entitled to receive.
Item 5. Interests of Named Experts and Counsel
Certain matters with respect to the Obligations being registered hereunder
are being passed upon by Mark Ohringer, Esq., whose opinion is filed as Exhibit
5.1 to this Registration Statement. Mr. Ohringer is Associate General Counsel
and Assistant Secretary of the Company and is eligible to participate in the
plan registered hereunder.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers
and directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.
<PAGE>
The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the GCL and the Amended and
Restated By-Laws of the Company provide that the Company shall indemnify its
directors and officers to the full extent permitted by Section 145 of the GCL.
The Company intends to maintain directors and officers liability insurance
that insures the directors and officers of the Company against certain
liabilities.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
A list of exhibits is set forth on the Index to Exhibits.
Item 9. Undertakings
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the SEC by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of the annual report of the employee benefit
plans pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless
<PAGE>
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Chicago, Illinois on the 1st day of May, 1998.
HELLER FINANCIAL, INC.
By: /s/ Richard J. Almeida
_______________________________________
Richard J. Almeida
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lauralee E. Martin, Debra H. Snider and Mark J.
Ohringer and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
_________ _____ ____
/s/ Richard J. Almeida Chairman of the Board and May 1, 1998
______________________ Chief Executive Officer
Richard J. Almeida (Principal Executive Officer)
/s/ Lauralee E. Martin Executive Vice President, May 1, 1998
______________________ Chief Financial Officer and
Lauralee E. Martin Director (Principal Financial
Officer)
/s/ Lawrence G. Hund Executive Vice President and May 1, 1998
______________________ Controller (Principal
Lawrence G. Hund Accounting Officer)
/s/ Michael J. Litwin Executive Vice President, May 1, 1998
______________________ Chief Credit Officer and
Michael J. Litwin Director
/s/ Kenichiro Tanaka Executive Vice President and May 1, 1998
______________________ Director
Kenichiro Tanaka
/s/ Masahiro Sawada Senior Vice President and May 1, 1998
______________________ Director
Masahiro Sawada
/s/ Dennis P. Lockhart Director May 1, 1998
______________________
Dennis P. Lockhart
<PAGE>
/s/ Atsushi Takano Director May 1, 1998
______________________
Atsushi Takano
/s/ Yukihiko Chayama Director May 1, 1998
______________________
Yukihiko Chayama
/s/ Kenichi Tomita Director May 1, 1998
______________________
Kenichi Tomita
/s/ Takeshi Takahashi Director May 1, 1998
______________________
Takeshi Takahashi
/s/ Tsutomu Hayano Director May 1, 1998
______________________
Tsutomu Hayano
/s/ Osamu Ogura Director May 1, 1998
______________________
Osamu Ogura
/s/ Mark Kessel Director May 1, 1998
______________________
Mark Kessel
/s/ Hideo Nakajima Director May 1, 1998
______________________
Hideo Nakajima
<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
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4.1. Heller International Corporation Executive Deferred
Compensation Plan and the First Amendment to the Heller
International Corporation Executive Deferred Compensation Plan
(incorporated herein by reference to Exhibit 10(o) to the
Company's Annual Report on Form 10-K for the year ended 1994)
4.2 Second Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10(n) to the Company's Annual Report on
Form 10-K for the Year ended 1995)
4.3 Third Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10(m) to the Company's Annual Report on
Form 10-K for the Year ended 1996)
4.4 Forth Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10(n) to the Company's Annual Report on
Form 10-K for the Year ended 1996)
4.5 Fifth Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10(n) to the Company's Annual Report on
Form 10-K for the Year ended 1997)
4.6 Sixth Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.19 of the Company's registration
statement number 333-46919, as amended)
4.7 Seventh Amendment of the Heller International Corporation
Executive Deferred Compensation Plan (incorporated herein by
reference to Exhibit 10.20 of the Company's registration
statement number 333-46920, as amended)
4.8 Eighth Amendment to the Heller Financial, Inc. Executive
Deferred Compensation Plan (incorporated herein by reference to
Exhibit 10.21 of the Company's registration statement number
333-46915, as amended)
5.1 Opinion re: legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of legal counsel (included as part of their
opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page
hereof)
<PAGE>
EXHIBIT 5.1
Opinion of Counsel
May 5, 1998
Heller Financial, Inc.
500 West Monroe Street
Chicago, IL 60661
RE: Registration Statement on Form S-8 of Heller Financial, Inc.
(the "Registration Statement") registering $50,000,000 in
deferred compensation obligations
Ladies and Gentleman:
I have acted as Associate General Counsel for Heller Financial, Inc., a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 of the offer and sale of up to $50,000,000 of deferred compensation
obligations (the "Obligations"), which will represent unsecured obligations of
the Company issued under the Heller Financial, Inc. Executive Deferred
Compensation Plan (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as
amended (the "Act").
In connection with this opinion, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of:
(i) the Registration Statement, to be filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Amended and Restated
Certificate of Incorporation of the Company, as currently in effect; (iii)
the Amended and Restated By-Laws of the Company, as currently in effect; and
(iv) resolutions of the Board of Directors of the Company relating to, among
other things, the filing of the Registration Statement and the approval of
certain amendments to the Plan. I have also examined such other documents as I
have deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authority of all documents
submitted to me as
<PAGE>
certified or photostatic copies, and the authenticity of the originals of all
documents. As to any facts material to this opinion which I did not
independently establish or verify, I have relied upon oral or written statements
and representations of officers and other representatives of the Company and
others.
Based upon and subject to the subject of the foregoing, I am of the opinion
that when issued by the Company in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors' rights or by
general principals of equity.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, I do not concede
that I am an expert within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
/s/ Mark J. Ohringer
Mark J. Ohringer
Associate General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
included in this registration statement and to the incorporation by reference in
this registration statement of our report dated January 23, 1998 (except with
respect to the matters discussed in Note 20, as to which the date is February
24, 1998) included in Heller Financial, Inc.'s Form 10-K/A for the year ended
December 31, 1997 and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Chicago, Illinois
April 29, 1998
