HELLER FINANCIAL INC
8-K, 1998-01-30
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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<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:  January 29, 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 January 29, 1998, Heller Financial, Inc. (the "Registrant") issued a Press
Release announcing The Fuji Bank, Limited's consideration of an initial public
offering of common stock of the Registrant.


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:  January 29, 1998
       -----------------



                                        HELLER FINANCIAL, INC.



                                        By:  Lauralee E. Martin
                                             ------------------
                                             Lauralee E. Martin
                                        Title:  Executive Vice President and
                                                Chief Financial Officer
<PAGE>
 
                                 EXHIBIT INDEX
                                        


Exhibit                                                          Sequentially
Number                                                           Numbered Pages
- ------                                                           --------------

99        Heller Financial, Inc. - Press Release                 4

<PAGE>
 
                                                                January 29, 1998

                  Fuji Bank Considers Initial Public Offering
                    of Heller Financial, Inc. Common Stock

                                        
The Fuji Bank, Limited ("Fuji"), is considering an initial public offering of
common stock by Heller Financial, Inc. ("Heller"), its wholly-owned U.S. finance
unit.  An offering would support the desire of Heller management to further
strengthen Heller's business and gain access to the public equity markets.  Fuji
will maintain its majority ownership interest in Heller after any such offering.
The timing and the terms of the offering have not yet been determined.

Heller anticipates filing a registration statement with the U.S. Securities and
Exchange Commission ("SEC") relating to an initial public offering, subject to
final Fuji and Heller internal approvals.

No registration statement relating to any shares of common stock of Heller has
been filed with the SEC and any offering will be made only by means of a
prospectus.  No such shares may be sold nor may offers to buy be accepted prior
to the time a 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 such shares of common stock 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.


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