<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: February 26, 1998
(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
(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)
<PAGE>
Item 5. Other Events
On February 26, 1998, Heller Financial, Inc. (the "Registrant") issued a Press
Release announcing the filing of a Registration Statement with the Securities
and Exchange Commission in connection with an Initial Public Offering of the
Registrant's Class A Common Stock.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99 Heller Financial, Inc. - Press Release
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: February 26, 1998
HELLER FINANCIAL, INC.
By: /s/ Lauralee E. Martin
Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Numbered Pages
<S> <C>
99 Heller Financial, Inc. - Press Release 4
</TABLE>
<PAGE>
Heller Financial, Inc. Files Registration Statement for Initial Public Offering
Chicago--(February 26, 1998)--Heller Financial, Inc. ("Heller") announced today
that it has filed a Registration Statement with the Securities and Exchange
Commission ("SEC") in connection with an Initial Public Offering ("IPO") of its
common stock. The size and timing of the offering have not yet been determined.
The Company has also filed its form 10-K for 1997.
Heller intends to use the proceeds of the IPO to repay indebtedness consisting
of a subordinated note in the principal amount of $450 million issued on
February 24, 1998 as a dividend to Heller's parent, Fuji America Holdings, Inc.
("FAHI"), and to pay an additional cash dividend to FAHI following the
consummation of the IPO. The IPO supports the desire of Fuji Bank and Heller
management to further strengthen Heller's business and gain access to the public
equity markets. Fuji Bank will maintain its majority ownership interest in
Heller after the IPO.
Goldman, Sachs & Co. and J.P. Morgan & Co. will act as joint lead managers for
the offering, and BT Alex. Brown Incorporated, Lehman Brothers Inc., and Merrill
Lynch & Co. will act as co-managers. When it becomes available, a copy of the
preliminary prospectus can be obtained from the offices of Goldman, Sachs & Co.,
85 Broad Street, New York, NY, 10004.
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 Financial 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 project financing investments. The Company also operates through joint
venture and wholly-owned companies located in 19 countries in Europe, Asia,
Australia, and Latin America. These companies specialize in factoring,
collateral-based financing, acquisition financing, leasing, vendor financing,
and trade finance.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sales of these securities in any State or Country in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State or Country.
