<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HELLER FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 36-1208070
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661, (312) 441-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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DEBRA H. SNIDER, ESQ.
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER, GENERAL COUNSEL AND
SECRETARY
HELLER FINANCIAL, INC.
500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661, (312) 441-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
LAWRENCE D. LEVIN, ESQ. ANDREW D. SOUSSLOFF, ESQ.
MARK D. WOOD, ESQ. SULLIVAN & CROMWELL
KATTEN MUCHIN & ZAVIS 125 BROAD STREET
525 WEST MONROE STREET, SUITE 1600 NEW YORK, NEW YORK 10004
CHICAGO, ILLINOIS 60661 (212) 558-4000
(312) 902-5200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If the Registrant elects to deliver its latest annual report to security
holders or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [X] 333-46915
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
check the following box: [_]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF SHARES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE(2)
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Class A Common Stock, $0.25 par value.... $77,050,000 $22,730
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) of Regulation C under the Securities Act of 1933, as
amended.
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by Heller Financial, Inc. (the "Company")
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This Registration Statement hereby incorporates by reference the
contents of the Company's Registration Statement on Form S-2 (Registration No.
333-46915), including the exhibits thereto, relating to the offering of up to
$963,125,000 in proposed maximum aggregate offering price of the Company's
Class A Common Stock, par value $0.25 per share.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS ON THE 30TH DAY OF
APRIL, 1998.
Heller Financial, Inc.
/s/ Lauralee E. Martin
By: ---------------------------------
Lauralee E. Martin
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on April 30, 1998.
* *
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Richard J. Almeida Michael J. Litwin
Chairman, Chief Executive Officer Director
(Principal Executive Officer) and
Director
* *
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Atsushi Takano Dennis P. Lockhart
Director Director
* /s/ Lauralee E. Martin
- ------------------------------------- -------------------------------------
Yukihiko Chayama Lauralee E. Martin
Director Executive Vice President, Chief
Financial Officer and Director
(Principal Financial Officer)
* *
- ------------------------------------- -------------------------------------
Kenichi Tomita Takeshi Takahashi
Director Director
* *
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Tsutomu Hayano Osamu Ogura
Director Director
* *
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Mark Kessel Hideo Nakajima
Director Director
* *
- ------------------------------------- -------------------------------------
Masahiro Sawada Kenichiro Tanaka
Director Director
*By: /s/ Lauralee E. Martin *
-------------------------------- -------------------------------------
Lauralee E. Martin Lawrence G. Hund
As Attorney-in-fact Executive Vice President and
Controller (Principal Accounting
Officer)
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT DESCRIPTION
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5 Opinion of Katten Muchin & Zavis as to the legality of the securities be-
ing registered (including consent).
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Katten Muchin & Zavis (contained in its opinion filed as Ex-
hibit 5 hereto).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the
Company's Registration Statement on Form S-2, Registration No. 333-46915).
</TABLE>
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EXHIBIT 5
April 30, 1998
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Re: Registration Statement on Form S-2
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Ladies and Gentlemen:
We have acted as counsel for Heller Financial, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing of a registration
statement on Form S-2 (the "Registration Statement") with the Securities and
Exchange Commission, pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (the "Act"). The Registration Statement relates to the Company's
public offering of up to 38,525,000 shares of its Class A Common Stock, $0.25
par value per share (the "Class A Common Stock"), including up to 5,025,000
shares of Class A Common Stock issuable upon exercise of the Underwriters' (as
defined herein) over-allotment options (collectively, the "Shares"). This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and written statements of directors, officers and
employees of, and the accountants and transfer agent for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents and records as we have deemed
relevant and necessary to examine for the purpose of this opinion, including (a)
the Registration Statement, (b) the Company's Restated Certificate of
Incorporation, as amended, and the form of the proposed Amended and Restated
Certificate of Incorporation of the Company, (c) the Company's By-laws and the
form of the proposed Amended and Restated By-Laws of the Company, (d) minutes of
meetings of the Board of Directors of the Company and the Executive Committee
thereof, (e) written consents of the sole stockholder of the Company, (f) the
form of U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") proposed
to be entered into between the Company and Goldman, Sachs & Co., J.P. Morgan
Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives
<PAGE>
Heller Financial, Inc.
April 30, 1998
Page 2
of the several U.S. underwriters named therein (collectively, the "U.S.
Underwriters"), (g) the form of International Underwriting Agreement (with the
U.S. Underwriting Agreement, the "Underwriting Agreements") proposed to be
entered into between the Company and Goldman Sachs International, J.P. Morgan
Securities Ltd., BT Alex. Brown International, A Division of Bankers Trust
International PLC, Lehman Brothers International (Europe) and Merrill Lynch
International, as representatives of the several international underwriters
named therein (with the U.S. Underwriters, collectively, the "Underwriters"),
and (h) a proposed form of specimen certificate representing the Class A Common
Stock.
In connection with this opinion, we have assumed the legal capacity of all
natural persons, the accuracy and completeness of all documents and records that
we have reviewed, the genuineness of all signatures, the authenticity of the
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed or reproduced
copies.
Based upon and subject to the foregoing, it is our opinion that when
certificates representing the Shares in the form of the specimen certificate
examined by us have been manually signed by an authorized officer of the
transfer agent and registrar for the Class A Common Stock, and such certificates
are delivered to, and the Shares are paid for by, the Underwriters as
contemplated by the Underwriting Agreements, the up to 38,525,000 Shares covered
by the Registration Statement (including the up to 5,025,000 Shares issuable
upon exercise of the Underwriters' over-allotment options), will have been duly
authorized, and such Shares will be validly issued, fully paid and non-
assessable.
Our opinion expressed above is limited to the General Corporation Law of
the State of Delaware, and we do not express any opinion concerning any other
laws. This opinion is given as of the date hereof and we assume no obligation
to advise you of changes that may hereafter be brought to our attention.
<PAGE>
Heller Financial, Inc.
April 30, 1998
Page 3
We hereby consent to use of our name under the heading "Legal Matters" in
the Prospectus forming a part of the Registration Statement and to use of this
opinion for filing as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the related rules and
regulations thereunder.
Very truly yours,
/s/ KATTEN MUCHIN & ZAVIS
KATTEN MUCHIN & ZAVIS
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent 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
S-2 registration statement (No. 333-46915) and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
April 30, 1998
