<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
___________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HELLER FINANCIAL, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 36 -1208070
- ---------------------------------------- -------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
500 West Monroe Street, Chicago, IL 60661
- ---------------------------------------------------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and is Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the following
the following box. [X] box. [_]
Securities Act registration Statement file number to which this form relates:
333-46915
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Each
to be so Registered Class is to be Registered
------------------- -------------------------
Class A Common Stock, Chicago Stock Exchange
$0.25 par value
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Class A Common Stock, $0.25 par value per share, of
the Registrant to be registered that is contained in the "Description of Capital
Stock" section of the Registrant's Registration Statement on Form S-2, File No.
333-46915, filed with the Securities and Exchange Commission on February 26,
1998, as amended from time to time (the "Registration Statement"), is hereby
incorporated herein by reference. The form of prospectus that constitutes part
of the Registration Statement and was filed by the Registrant pursuant to Rule
424(b) under the Securities Act of 1933, as amended, on May 1, 1998 shall also
be deemed incorporated herein by reference.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------- -----------------------
<C> <S>
1 Specimen stock certificate representing Class A Common Stock,
incorporated herein by reference to Exhibit 4 to the Registration
Statement.
2.1 Amended and Restated Certificate of Incorporation of the Registrant,
incorporated herein by reference to Exhibit 3.1 to the Registration
Statement.
2.2 Amended and Restated Bylaws of the Registrant, incorporated herein by
reference to Exhibit 3.2 to the Registration Statement.
</TABLE>
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HELLER FINANCIAL, INC.
----------------------
(Registrant)
Dated: May 7, 1998 By: /s/ DEBRA H. SNIDER
---------------------------------------
Debra H. Snider
Executive Vice President, General
Counsel, Chief Administrative Officer
and Secretary