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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-6157
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, 60661
Illinois (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (312) 441-7000
Securities registered pursuant to Section 12(b) of the Act:
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<CAPTION>
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
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<S> <C>
Cumulative Perpetual Senior Preferred Stock, Series A New York Stock Exchange, Inc.
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Aggregate market value of voting stock held by non-affiliates: None.
Number of shares of Common Stock outstanding at February 25, 1998:
Class A Common Stock--0
Class B Common Stock--51,050,000
Documents incorporated by reference: None.
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Website address is http://www.hellerfin.com
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM NO. NAME OF ITEM PAGE
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PART I
<C> <S> <C>
Item 1. Business...................................................... 4
General....................................................... 4
Asset Based Finance........................................... 6
Equipment Finance and Leasing................................. 6
Sales Finance................................................. 8
Business Credit............................................... 10
Current Asset Management...................................... 11
Small Business Lending........................................ 12
Real Estate Finance........................................... 13
International Group........................................... 15
Corporate Finance............................................. 16
Project Finance............................................... 18
Pre-1990 Portfolio............................................ 18
Sales and Marketing........................................... 19
Securitization, Syndication and Loan Sale Activities.......... 20
Securitizations............................................... 20
Syndications and Loan Sales................................... 20
Competition................................................... 20
Regulation.................................................... 21
Employees..................................................... 21
Risk Management............................................... 22
Credit Risk Management........................................ 22
Asset/Liability Management.................................... 22
Portfolio Quality............................................. 25
Item 2. Properties.................................................... 28
Item 3. Legal Proceedings............................................. 28
Item 4. Submission of Matters to a Vote of Security Holders........... 28
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters...................................................... 28
Item 6. Selected Financial Data....................................... 30
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 33
General....................................................... 33
Year Ended December 31, 1997 Compared to Year Ended December
31, 1996..................................................... 34
Results of Operations......................................... 34
Lending Assets and Investments................................ 38
Year Ended December 31, 1996 Compared to Year Ended December
31, 1995..................................................... 39
Results of Operations......................................... 39
Lending Assets and Investments................................ 42
Liquidity and Capital Resources............................... 44
Accounting Developments....................................... 45
Year 2000 Compliance.......................................... 45
Special Note Regarding Forward-Looking Statements............. 46
Item 8. Financial Statements and Supplementary Data................... 47
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure..................................... 81
</TABLE>
2
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<TABLE>
<CAPTION>
ITEM NO. NAME OF ITEM PAGE
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PART III
<C> <S> <C>
Item 10. Directors and Executive Officers of the Registrant............ 82
Section 16(a) Beneficial Ownership Reporting Compliance....... 86
Item 11. Executive Compensation........................................ 87
Summary Compensation Table.................................... 87
Long Term Incentive Plans..................................... 88
Retirement and Other Defined Benefit Plans.................... 89
Employment Contracts and Termination of Employment and Change
of Control Arrangements...................................... 90
Compensation of Directors..................................... 90
Compensation Committee Interlocks and Insider Participation... 91
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 91
Item 13. Certain Relationships and Related Transactions................ 91
Relationship with Fuji Bank................................... 91
Keep Well Agreement........................................... 92
Registration Rights Agreement................................. 94
Purchase of Interest in International Group from Fuji Bank.... 94
Certain Other Transactions with Fuji Bank and Its
Subsidiaries................................................. 94
Tax Allocation Agreement...................................... 94
Services Provided by Fuji Bank, HIC and FAHI for the Company.. 95
Services Provided by the Company for Affiliates............... 95
Intercompany Receivables, Payables, Transactions and Financial
Instruments.................................................. 95
Certain Other Relationships................................... 96
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-
K............................................................ 97
</TABLE>
3
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PART I
ITEM 1. BUSINESS
The following discussion contains certain "forward-looking statements" (as
defined in Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), which are generally identified by the words "anticipates",
"believes", "estimates", "expects", "plans", "intends" and similar
expressions. Such statements are subject to certain risks, uncertainties and
contingencies which could cause the Company's actual results, performance or
achievements to differ materially from those expressed in, or implied by, such
statements. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations--Special Note Regarding Forward-Looking
Statements".
GENERAL
Heller Financial, Inc. (including its consolidated subsidiaries, the
"Company") is a leading diversified commercial financial services company
which provides a broad array of financial products and services to mid-sized
and small businesses in the United States and selected international markets.
The Company provides its products and services principally in five business
categories: (i) asset based finance ("Asset Based Finance"), which provides
secured loans and factoring through five business groups, (ii) Heller Real
Estate Financial Services ("Real Estate Finance"), which provides secured real
estate financing, (iii) Heller International Group, Inc. ("International
Group"), which provides international asset based financing and factoring,
(iv) Heller Corporate Finance ("Corporate Finance"), which provides
collateralized cash flow lending, and (v) Heller Project Finance ("Project
Finance"), which provides structured financing for domestic energy-related
projects. The Company's primary clients and customers are entities in the
manufacturing and service sectors having annual sales generally in the range
of $5 million to $250 million and in the real estate sector having property
values generally in the range of $1 million to $40 million.
The Company concentrates primarily on senior secured lending, with 89% of
lending assets and investments at December 31, 1997 being made on such basis.
Also, to a more limited extent, the Company makes subordinated loans and
invests in select debt and equity instruments. The Company believes that, as
of December 31, 1997, it was the fourth largest factoring operation in the
United States in terms of factoring volume (and the largest factoring
operation worldwide), the third largest originator of U.S. Small Business
Administration ("SBA") 7(a) guaranteed small business loans (including
leadership positions in California and Texas) and among the largest lenders to
private equity-sponsored companies in the U.S. middle market. Additionally,
the Company is a recognized leader in real estate finance, vacation ownership
lending and middle-market equipment finance and leasing in the United States.
The Company has built its portfolio through effective asset origination
capabilities, disciplined underwriting and credit approval processes and
effective portfolio management. Most of the Company's business groups have
also developed the ability to manage asset, client and industry concentrations
and enhance profitability by distributing assets through securitizations,
syndications and/or loan sales.
The Company was founded in 1919 and from its inception has targeted its
commercial financing activities at mid-sized and small businesses in the
United States. Since 1964, the Company has also competed in selected
international markets through its consolidated subsidiaries and investments in
international joint ventures. The Company was purchased by The Fuji Bank,
Limited ("Fuji Bank") in 1984, and between the time of such acquisition and
1990, the substantial majority of the Company's portfolio consisted of
Corporate Finance and Real Estate Finance assets (together representing 76% of
the Company's lending assets and investments at December 31, 1990). Since
1990, the Company has diversified its portfolio, investing major resources in
building its Asset Based Finance businesses, through start-ups of new business
groups and business units, as well as the acquisition of its small
4
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business lending operation and the expansion of smaller existing operations.
During these years, the Company has also introduced a number of Asset Based
Finance businesses, including asset based working capital and term financing,
and commercial equipment finance in 1992; public finance and industrial
equipment finance in 1996; and commercial funding in 1997. As a result, the
Company's Asset Based Finance business, which represented only 14% of the
portfolio of lending assets and investments at December 31, 1990, constituted
40% of the Company's portfolio at December 31, 1997. In the past several
years, the Company has also expanded its overseas operations, most
significantly by completing the acquisition in April 1997 of the interest of
its joint venture partner in Factofrance Heller, S.A. ("Factofrance"), the
leading factoring company in France. The portfolio built by the Company is a
lower risk, though lower yielding, well-diversified portfolio with stronger
collateralization than the Company's pre-1990 Corporate Finance and Real
Estate Finance portfolio (its "pre-1990 portfolio"). Therefore, the Company
categorizes its pre-1990 portfolio and the portfolio of its ongoing business
categories (its "current portfolio") separately.
The Company's total lending assets and investments were $11.9 billion and
common stockholders' equity was $1.4 billion at December 31, 1997. For the
year ended December 31, 1997, the Company's net income increased 19% to $158
million, from $133 million for the prior year, while new business volume
increased 47% over the prior year, from $4.1 billion to $6.0 billion. Net
income applicable to common stock was $144 million for the year ended December
31, 1997, which represented an increase of 17% from $123 million for the prior
year. The credit quality of the Company's portfolio is reflected in nonearning
assets of $155 million, or 1.4% of total lending assets, at December 31, 1997,
the lowest level of nonearning assets in over 10 years.
During 1997, the Company was a wholly-owned subsidiary of Heller
International Corporation ("HIC"), which was a wholly-owned subsidiary of Fuji
Bank. Effective January 2, 1998, Fuji Bank formed a new wholly-owned
subsidiary, Fuji America Holdings, Inc. ("FAHI"), which was the surviving
corporation of a merger with HIC and therefore became the owner of all of the
outstanding Common Stock of the Company. Fuji Bank also directly owns 21% of
the outstanding stock of International Group, the remaining 79% of which is
owned by the Company.
5
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ASSET BASED FINANCE
Asset Based Finance is the Company's largest business category with total
lending assets and investments of $4.7 billion, or 40% of the Company's total
lending assets and investments, at December 31, 1997, and revenues of $517
million, or 41% of the Company's total revenues, for 1997. The Asset Based
Finance portfolio is comprised of factored accounts receivable, secured
working capital loans, equipment loans and leases to end users, vendor finance
program loans and leases, small business loans, and loans to leasing companies
and timeshare developers. Asset Based Finance consists of five distinct
business groups: (i) Heller Equipment Finance and Leasing ("Equipment Finance
and Leasing"), (ii) Heller Sales Finance ("Sales Finance"), (iii) Heller
Business Credit ("Business Credit"), (iv) Heller Current Asset Management
(principally domestic factoring) ("Current Asset Management") and (v) Heller
Small Business Lending ("Small Business Lending"). The following tables
present certain information regarding Asset Based Finance as of the end of,
and for, each of the years in the three-year period ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE
YEAR ENDED, DECEMBER
31,
------------------------
1997 1996 1995
------ ------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Lending Assets and Investments:
Equipment Finance and Leasing................. $1,316 $ 981 $ 697
Sales Finance................................. 1,228 1,090 849
Business Credit............................... 1,025 867 638
Small Business Lending........................ 766 403 208
Current Asset Management...................... 391(1) 917 755
------ ------ ------
Total lending assets and investments........ $4,726 $4,258 $3,147
====== ====== ======
Revenues:
Current Asset Management...................... $ 122 $ 113 $ 98
Business Credit............................... 114 86 64
Equipment Finance and Leasing................. 110 73 53
Sales Finance................................. 106 80 72
Small Business Lending........................ 65 47 18
------ ------ ------
Total revenues.............................. $ 517 $ 399 $ 305
====== ====== ======
Revenues as of percentage of total revenues..... 40.7% 40.5% 28.1%
Ratio of net writedowns to average asset
based lending assets........................... 0.2 0.2 0.4
Ratio of nonearning assets to total asset
based lending assets........................... 0.7 0.4 0.6
</TABLE>
--------
(1) Reflects the sale of $500 million of factored accounts receivable
during 1997.
At December 31, 1997, the Asset Based Finance groups were contractually
committed to finance an additional $1.2 billion to new and existing borrowers,
generally contingent upon the maintenance of specific credit standards. Since
many of the commitments are expected to remain unused, the total commitment
amounts do not necessarily represent future cash requirements. No significant
commitments exist to provide additional financing related to nonearning
assets.
EQUIPMENT FINANCE AND LEASING
Equipment Finance and Leasing is comprised of the following four distinct
business units: Heller Commercial Equipment Finance ("Commercial Equipment
Finance"), which as of December 31, 1997 represented 70% of the Equipment
Finance and Leasing portfolio; Heller Aircraft Finance ("Aircraft Finance"),
which as of December 31, 1997 represented 21% of this portfolio; and two newer
businesses, Heller Public Finance ("Public Finance") and Heller Industrial
Equipment Finance ("Industrial Equipment Finance").
6
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Commercial Equipment Finance, which has generated over $1.8 billion
in new business volume since its inception in 1992, represents the
largest unit in Equipment Finance and Leasing, with $913 million in
lending assets and investments at December 31, 1997. Commercial
Equipment Finance generated new business volume of $542 million in
1997. Commercial Equipment Finance provides general equipment term debt
and lease financing directly to a diverse group of middle market
companies, which use such financing to expand, replace or modernize
their equipment or refinance existing equipment obligations. Typically,
the equipment which serves as collateral for the financing is essential
to the operations of the borrower, and the amount financed is generally
not a substantial part of the borrower's capital structure. In 1997,
the average transaction size was approximately $4 million. A typical
borrower/lessee is a U.S. business with annual revenues of at least $35
million seeking financing of between $1 million and $40 million. The
Commercial Equipment Finance portfolio consisted of 18 industry
classifications at December 31, 1997, of which transportation
represented the largest with 18% of lending assets, followed by
food/grocery and computer-related, each of which represented 14% of
lending assets, and restaurants which represented 10% of lending
assets. The portfolio's credit quality is reflected in cumulative net
writedowns of $1 million since the business unit's inception in 1992.
Aircraft Finance is a niche competitor in the commercial aircraft and
aircraft engine finance industry, with total lending assets and
investments of $280 million at December 31, 1997. Aircraft Finance
provides financing through operating leases and senior and junior
secured loans on both new and used equipment. Clients are typically
mid-tier foreign or domestic airlines. Transaction sizes range from $3
million to $40 million, with an average transaction size in 1997 of
approximately $17 million. Aircraft Finance generated new business
volume of $198 million in 1997. Aircraft Finance has developed a
reputation for responsiveness on single investor transactions, which
generally involve one aircraft with lease terms of three to seven
years. In addition, Aircraft Finance's reliability and industry
knowledge has made it a frequently desired participant in larger
financings by other aircraft lessors. Utilizing its industry and
equipment expertise, Aircraft Finance is able to effectively shift its
product offering mix during various phases of the aircraft finance
equipment cycle and effectively remarket and dispose of equipment.
Public Finance and Industrial Equipment Finance, both of which were
started in 1996, together had total lending assets and investments of
$123 million at December 31, 1997. Public Finance and Industrial
Equipment Finance generated new business volume in the aggregate amount
of $144 million in 1997. Public Finance provides equipment and
project/facility financing to state and local governments, with an
average transaction size in 1997 of approximately $2 million. The
interest income earned by Public Finance is generally exempt from
federal income taxes. Industrial Equipment Finance provides collateral
based equipment financing to companies with annual revenues of less
than $35 million in the machine tool, construction and printing
industries. The average transaction size of Industrial Equipment
Finance in 1997 was approximately $600,000.
Equipment Finance and Leasing represents the largest business group within
Asset Based Finance, with total lending assets and investments of $1.3
billion, or 28% of the lending assets and investments of Asset Based Finance,
as of December 31, 1997. Each business unit of Equipment Finance and Leasing
provides structured equipment finance in select markets through transactions
sourced through multiple channels. Equipment Finance and Leasing serves a
broad range of industries, including transportation, supermarket,
manufacturing, computers, energy, restaurant and food processing. Major
product offerings include finance leases, true leases, term loans, off-balance
sheet loans, operating leases and turn-key financing. Through its broad market
access, the group also generates new business referrals for other business
groups of the Company, particularly Business Credit, Small Business Lending
and Sales Finance.
7
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The following table sets forth certain information regarding Equipment
Finance and Leasing as of the end of, and for, each of the years in the three-
year period ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR
THE YEAR ENDED,
DECEMBER 31,
------------------
1997 1996 1995
------ ---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Total lending assets and investments.................. $1,316 $981 $697
New business volume................................... 884 534 386
Revenues.............................................. 110 73 53
Revenues as a percentage of total revenues............ 8.7% 7.4% 4.9%
Ratio of net writedowns (recoveries) to
average lending assets............................... 0.1 (0.4) (0.2)
Ratio of nonearning assets to lending assets.......... 0.1 0.0 0.7
</TABLE>
Equipment Finance and Leasing provides the Company broad, national access to
the equipment finance marketplace through its 18 domestic offices. Unlike many
of its competitors, Equipment Finance and Leasing emphasizes direct
origination of its business, which the Company believes provides it with a
competitive advantage and enables it to generate repeat business. In addition
to direct origination, Equipment Finance and Leasing generates business
through traditional broker and intermediary channels. The servicing of the
Equipment Finance and Leasing portfolio is performed on a centralized basis.
Commercial Equipment Finance's and Industrial Equipment Finance's approach
to lending concentrates on the following three critical factors: (i) the cash
flow of the borrower, (ii) the importance/value of the equipment to the
borrower's overall operations and (iii) the relative strength of the
borrower's balance sheet and capital structure. Aircraft Finance focuses on
the strength of the underlying collateral and the credit worthiness of the
underlying lessee. Public Finance generally lends to investment grade
municipalities secured by essential use equipment.
In addition to maintaining underwriting discipline, Equipment Finance and
Leasing manages credit risk through industry and borrower diversification. The
group's portfolio exhibited strong credit quality as of December 31, 1997,
with nonearning assets of less than $1 million on a $1.3 billion portfolio,
and net writedowns of $1 million (0.1% of lending assets) for the year ended
December 31, 1997. Equipment Finance and Leasing is also able to assess
residual value risk and effectively manage off-lease equipment exposures.
Designated individuals establish all equipment residuals used in pricing lease
transactions and continuously research secondary market values to establish
current values, estimate future values and mark industry trends. As of
December 31, 1997, no equipment was off-lease.
Equipment Finance and Leasing distributes a portion of its assets through
securitizations and syndications. In 1997, Equipment Finance and Leasing
contributed $72 million of assets to an equipment securitization and
syndicated an additional $102 million of assets. Through these capital markets
capabilities, Equipment Finance and Leasing is able to provide broader market
penetration, while managing borrower and industry concentrations.
SALES FINANCE
Sales Finance is comprised of two business units: (i) Heller Vendor Finance
("Vendor Finance"), which provides customized financing programs to
manufacturers and distributors of a wide variety of commercial, industrial and
technology products, and (ii) Heller Lender Finance ("Lender Finance"), which
provides customized financing programs to independent leasing companies and
timeshare developers.
Vendor Finance, which comprised 50% of the Sales Finance portfolio at
year end 1997, provides customized sales financing programs to
manufacturers and distributors of a wide variety of commercial,
industrial and technology products. Vendor Finance offers products
8
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and services to two broad client categories: (i) commercial and
industrial, for which Vendor Finance provides sales financing programs
consisting of true leases, loans, conditional sales contracts and
installment sales contracts secured by equipment; and (ii) healthcare,
information and technology, for which Vendor Finance provides sales
financing programs consisting of true leases, loans and conditional
sales contracts, secured by health care and high-technology products.
These sales financing programs enable the vendor to enhance its
marketing and sales capabilities by offering financing and leasing
options to its customers. Transactions under these programs generally
have partial or, in some cases, full recourse to the vendor. Individual
transactions within these programs range from $50,000 to $5 million,
with an average transaction size in 1997 of approximately $750,000.
Terms generally range from two to six years. In 1997, Vendor Finance
generated approximately $500 million in new business volume.
Lender Finance, which comprised 50% of the Sales Finance portfolio at
year-end 1997, provides (i) financing for the vacation ownership
industry and (ii) lease portfolio financing. Lender Finance is one of
the largest lenders to the U.S vacation ownership industry, providing
timeshare resort developers with full life-cycle financing, primarily
receivables hypothecation and inventory financing. Lender Finance also
provides a wide range of financing to independent leasing companies,
including term financing, residual financing, private securitization
structures and warehouse financing. Lender Finance generated $254
million in new lease financing business volume in 1997. Lender Finance
transactions range from $3 million to $50 million, with an average
transaction size in 1997 of $14 million, secured by individual,
underlying transactions with an average size in 1997 of approximately
$100,000. Lender Finance transactions have terms ranging from 24 to 84
months.
Sales Finance, with $1.2 billion in lending assets and investments
represented 26% of the Asset Based Finance portfolio as of December 31, 1997.
Sales Finance provides financing and related support and servicing
capabilities to assist its clients in selling their products and services by
enabling them to provide financing for the end-customer of these products. The
range of services provided by Sales Finance includes sales financing,
transaction structuring, credit analysis, documentation, billing, collections,
portfolio reporting and marketing support. In 1997, Sales Finance generated
new business volume of $754 million, which represented a 39% increase over
1996.
The following table sets forth certain information regarding Sales Finance
as of the end of, and for, each of the years in the three-year period ended
December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE
YEAR ENDED,
DECEMBER 31,
--------------------
1997 1996 1995
------ ------ ----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Total lending assets and investments.............. $1,228 $1,090 $849
New business volume............................... 754 544 589
Revenues.......................................... 106 80 72
Revenues as a percentage of total revenues........ 8.3% 8.1% 6.6%
Ratio of net writedowns (recoveries) to
average lending assets........................... -- (0.1) 0.1
Ratio of total nonearning assets to lending
assets........................................... 1.2 0.9 0.4
</TABLE>
The business strategy of Sales Finance is to focus on developing long-term
relationships with clients by understanding its clients' businesses and the
role that financing plays in their sales and marketing processes. The sales
force, which has expertise in originating and structuring customized programs
for companies in its targeted industries, calls directly on prospective
clients, using a database of pre-qualified prospects.
9
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Sales Finance's credit approach focuses on the structure of the underlying
financing program and stresses a balance among three key factors: (i) credit
strength of the underlying lessee or borrower, (ii) value and quality of the
underlying collateral and (iii) financial support from the client, and Sales
Finance's reliance upon that support, as many of its programs have full or
partial recourse to the manufacturer or vendor. The group uses standard
underwriting formats and documents to ensure strict credit controls, while
still providing the quick response times demanded by clients. Credit quality
of Sales Finance's portfolio is evidenced by nonearning assets constituting
1.2% of total lending assets and investments, and no net writedowns during
1997.
Sales Finance is focusing increasingly on the use of syndications and
securitizations to manage client and industry concentrations, and to generate
fee income and increase returns. During 1997, the Company securitized $195
million of Sales Finance receivables in a single transaction. The Company did
not retain any credit risk on this transaction, as all securities were sold to
third parties on a non-recourse basis. The Company continues to generate
servicing fees from these assets.
BUSINESS CREDIT
Business Credit, with $1.0 billion in total lending assets and investments,
represented 22% of the Asset Based Finance portfolio as of December 31, 1997.
Business Credit provides asset based working capital and term financing to
middle-market companies for growth, refinancings, recapitalizations,
acquisitions, seasonal borrowing, and debtor-in-possession ("DIP") and post-
DIP transactions, through senior loans primarily secured by accounts
receivable, inventory and, to a lesser extent, machinery and equipment and
real estate. Middle-market companies served by Business Credit include
manufacturers, retailers, wholesalers, distributors and service firms. The
group's portfolio is well-diversified, consisting of 20 industries, with
food/grocery and retail representing the largest concentrations at 22% and
13%, respectively, of total lending assets, and no other industry constituting
more than 10% of total lending assets, as of December 31, 1997. Terms of
transactions usually range from one to eight years, with an average commitment
size and funds employed of $25 million and $10 million, respectively.
The following table sets forth certain information regarding Business Credit
as of the end of, and for, each of the years in the three-year period ended
December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR
THE YEAR ENDED,
DECEMBER 31,
------------------
1997 1996 1995
------ ---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Total lending assets and investments.................. $1,025 $867 $638
New business volume................................... 695 639 476
Revenues.............................................. 114 86 64
Revenues as a percentage of total revenues............ 9.0% 8.7% 5.9%
Ratio of net writedowns to
average total lending assets......................... -- 0.1 --
Ratio of nonearning assets to lending assets.......... -- -- --
</TABLE>
Through its nine regional sales offices, Business Credit provides the
Company with broad national coverage with a focus on regional market
opportunities. Financing is typically provided as agent (lead lender), but
also may be provided as a co-lender or a participant in senior secured
transactions agented by other traditional asset-based lenders. Business Credit
generates the majority of its new business through intermediaries such as
investment and commercial banks, and private equity investors. The group is
also expanding its direct marketing efforts through its use of proprietary
databases of prospective borrowers. In 1997, Business Credit generated new
business commitments and related fundings of $1.7 billion and $695 million,
respectively, up 26% and 9% over the prior year period.
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Business Credit underwrites transactions based on balancing collateral
values, cash flow and capital structure. Business Credit protects its position
against deterioration of a borrower's performance by using established advance
rates against eligible collateral and cross-collateralizing revolving credit
facilities and term loans. Credit risk is also actively managed through
portfolio diversification by industry and individual client exposure. Business
Credit manages its portfolio centrally, ensuring more consistent control over
all of its accounts and efficient documentation and approval of transactions.
The credit quality is reflected in cumulative net writedowns of $2 million
since the group's inception in 1992, and no nonearning assets as of December
31, 1997.
Business Credit has established a syndication capability, enabling it to
commit to larger transactions while still managing the size of ultimate
retained positions and to generate additional income. Although Business Credit
can provide commitments of up to $200 million, the business generally
syndicates its ultimate retained funds employed position to $35 million or
less. Total syndication activity in 1997 amounted to $132 million in fundings.
CURRENT ASSET MANAGEMENT
Current Asset Management has been a leading provider of factoring services
in the United States for over 50 years. For 1997, the Company believes Current
Asset Management was the fourth largest factor in terms of volume in the
United States, with factoring volume of over $7.3 billion, a 6% increase from
the prior year. This group provides factoring, working capital and term loans,
receivables management, import and export financing and credit protection to
middle-market companies which have targeted annual sales in the range of $10
million to $100 million. Working capital and term loans consist of advances
against inventory and equipment on a formula basis, as well as seasonal over-
advances. In addition, during 1997, the group's commercial funding unit began
making asset based loans in the $1 million to $10 million range secured by
receivables and inventory. Current Asset Management serves a wide variety of
markets, with specific expertise in apparel, textiles and home furnishings. As
of December 31, 1997, the majority of Current Asset Management's lending
assets consisted of short-term trade receivables from department and general
merchandise retail stores. The group has also begun to service a broad range
of additional markets such as golf, temporary staffing services, seafood and
housewares. Clients use Current Asset Management's factoring products and
services to address a broad range of needs, including improving cash flow,
mitigating the risk of bad debt charge-offs, increasing sales, improving
management information and converting the high fixed cost of operating a
credit and collection department into a lower, variable expense.
The following table sets forth certain information regarding Current Asset
Management as of the end of, and for, each of the years in the three-year
period ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE
YEAR ENDED, DECEMBER
31,
------------------------
1997 1996 1995
------ ------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Total lending assets and investments.......... $ 391(1) $ 917 $ 755
Factoring volume(2)........................... 7,347 6,933 6,084
Revenues...................................... 122 113 98
Revenues as a percentage of total revenues.... 9.6% 11.5% 9.0%
Ratio of net writedowns to average lending
assets....................................... 1.0 1.0 1.3
Ratio of nonearning assets to total lending
assets....................................... 0.5 0.4 1.1
</TABLE>
--------
(1) Reflects the sale of $500 million of factored accounts receivable
during 1997.
(2) Due to the short-term nature of these purchased receivables,
factoring volume is not included in new business volume.
11
<PAGE>
Current Asset Management maintains two full service offices in New York and
Los Angeles and operates sales offices in Atlanta and Dallas. Through its
experienced sales force, Current Asset Management generates business through
direct calling on manufacturers, and develops and maintains relationships with
financial intermediaries that provide financing advice to prospective clients.
In addition to its direct sales efforts, Current Asset Management generates
business through its programmatic use of direct mail and advertising and
through referrals from other business groups of the Company. The Company
believes that its focused sales efforts, market research program, and
advertising and marketing efforts have played a key role in the growth of its
domestic factoring operation. Current Asset Management has developed
sophisticated proprietary information storage and retrieval systems, such as
electronic transmission of invoices and remittances, scanning technology and
electronic linkage with clients, that streamline the management and processing
of accounts receivable and enable the Company to efficiently process the high
transaction volumes related to factoring invoices. Current Asset Management
believes that the investments in technology associated with factoring
represent a significant entry barrier to new competitors.
Current Asset Management generally purchases the accounts receivable owed to
clients by their customers, usually on a nonrecourse basis, and may provide
funding to clients as an advance against those receivables. Customer credit
coverage is extended based on an analysis of operating performance and sources
of short-term liquidity, such as borrowing facilities and trade relationships.
The Company also utilizes technology to electronically perform basic credit
surveillance routines. The Current Asset Management portfolio's strong credit
quality is evidenced by nonearning assets of only 0.5% of lending assets at
December 31, 1997 and net writedowns of 1.0% of lending assets for 1997.
The Company has a factored accounts receivable facility, which allows it to
sell an undivided interest of up to $550 million in a designated pool of its
factored accounts receivable to five bank-supported conduits. The Company
utilized this facility during the fourth quarter of 1997. At December 31,
1997, the Company had sold approximately $500 million of factored accounts
receivables through this facility, resulting in a decrease of Current Asset
Management lending assets from the end of the prior year.
SMALL BUSINESS LENDING
Small Business Lending, with $766 million in lending assets and investments,
represented 16% of the Asset Based Finance portfolio as of December 31, 1997.
Small Business Lending provides long-term financing to the large and growing
small business market, primarily under SBA loan programs. Small Business
Lending's major product offerings are SBA 7(a) loans, which are guaranteed up
to 80% by the SBA, and SBA 504 loans, which are senior to an accompanying SBA
loan and have an average loan to collateral value of 50%. Small Business
Lending is one of only fourteen non-banks licensed by the SBA to make SBA 7(a)
loans and is the third largest originator of such loans. Small Business
Lending provides long-term financing for real estate purchase, construction or
refinance; business or equipment acquisition; working capital; and debt
refinancing, primarily to companies in the manufacturing, retail or service
sectors with annual sales of $500,000 to $3 million. While the portfolio is
somewhat concentrated in California and Texas, it is geographically
diversified within these states. The entire Small Business Lending portfolio
is diversified by industry type, with concentrations of 13% in transportation
services and 10% in miscellaneous consumer services and no other industry
representing more than 10% of the portfolio as of December 31, 1997. The loans
provided by Small Business Lending are generally for amounts up to $3 million,
have an average size of $500,000 and have a contractual maturity ranging from
five to 25 years.
12
<PAGE>
The following table sets forth certain information regarding Small Business
Lending as of the end of, and for, each of the years in the three-year period
ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR
THE YEAR
ENDED,
DECEMBER 31,
----------------
1997 1996 1995
---- ---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Total lending assets and investments.................... $766 $403 $208
New business volume..................................... 472 393 165
Revenues................................................ 65 47 18
Revenues as a percentage of total revenues.............. 5.1% 4.8% 1.7%
Ratio of net writedowns to average lending assets....... 0.3 0.3 0.5
Ratio of nonearning assets to lending assets............ 2.0 1.2 0.5
</TABLE>
Small Business Lending operates out of 24 offices in 12 states and the
portfolio is managed on a centralized basis. Small Business Lending focuses
its marketing efforts on developing relationships with third party
intermediaries, such as real estate brokers, mortgage brokers and business
brokers. Additional business originates from referrals from existing
customers, franchisors, targeted direct marketing and cross-referrals from
other of the Company's business groups. Small Business Lending enjoys SBA
Preferred Lender Program "PLP" status, which enables it to approve SBA 7(a)
loans under SBA-delegated approval authority. The Company believes that Small
Business Lending has maintained a position as one of the nation's three
largest originators of SBA 7(a) loans since 1995, and placed first and second
in volume growth in 1996 and 1997, respectively. In California and Texas, the
two largest markets for SBA 7(a) loans, Small Business Lending was the largest
originator of SBA 7(a) loans in 1997. Total new business for all products
exceeded $470 million in 1997.
Small Business Lending's underwriting and procedural guidelines are
standardized to ensure a consistent and efficient process. Credit decisions
are based on analysis of a prospective borrower's cash flow, the use of
independent valuations for collateral and a review of management. Loans are
generally secured by real estate and equipment, with additional collateral in
the form of other business assets, personal residences and, in many instances,
personal guarantees. The portfolio is comprised of approximately 2,800
individual loans, which provides diversified risk. Delinquent accounts are
managed aggressively, beginning at five days past due, through a combination
of collection calls and letters. At 60 days past due, accounts are transferred
to a specialized workout area. Nonearning assets represented 2% of the
portfolio as of December 31, 1997, of which 75% were the guaranteed portions
of net SBA 7(a) loans which are held until a liquidation is complete and the
SBA repurchases the loan. Net writedowns have remained at or below 0.5%
annually for the past three years.
The Company has developed the ability to sell the guaranteed portions of SBA
7(a) loans in the secondary market. The guaranteed portions of SBA 7(a) loans,
which represented 45% of the lending assets of this group at December 31,
1997, can generally be sold and settled, at amounts in excess of book value,
in less than 45 days. Small Business Lending has sold over $150 million in
guaranteed 7(a) loans over the past two years.
REAL ESTATE FINANCE
Real Estate Finance had total lending assets and investments of $2.1
billion, or 17% of the Company's total lending assets and investments, as of
December 31, 1997, and total revenues of $252 million, or 20% of the Company's
total revenues, for 1997. Real Estate Finance provides financing to owners,
investors and developers for the acquisition, refinancing and renovation of
commercial income producing properties in a wide range of property types and
geographic areas. The group serves these markets by offering structured
financings using tailored senior secured debt and junior participating
financings, as well as through a unit which originates fixed rate commercial
mortgages held for ultimate securitization ("CMBS"). Transactions are secured
by a variety of property types including office, multi-family, retail,
industrial, manufactured housing communities, self storage facilities and
hotels. Typical transactions range in size from $1 million to $35 million,
with an average transaction size in 1997 of approximately $4 million.
13
<PAGE>
The following table sets forth certain information regarding Real Estate
Finance as of the end of, and for, each of the years in the three-year period
ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE
YEAR ENDED, DECEMBER
31,
----------------------
1997 1996 1995
------ ------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Lending assets and investments:
CMBS lending assets and investments........... $1,092 $ 459 $ 99
Other lending assets and investments.......... 1,001 1,055 1,135
------ ------ ------
Total lending assets and investments........ $2,093 $1,514 $1,234
====== ====== ======
New business volume:
CMBS new business volume...................... $1,163 $ 549 $ 196
Other new business volume..................... 504 402 550
------ ------ ------
Total new business volume................... $1,667 $ 951 $ 746
====== ====== ======
Revenues........................................ $ 252 $ 192 $ 185
Revenues as a percentage of total revenues...... 19.8% 19.5% 17.1%
Ratio of net writedowns to average lending
assets......................................... 0.1 0.1 --
Ratio of nonearning assets to lending assets.... 0.2 0.3 1.0
</TABLE>
Real Estate Finance has ten offices throughout the United States which
generate new business by using a combination of direct calling on prospective
borrowers and calling on intermediaries and brokers who have relationships
with potential clients. Real Estate Finance also markets its products through
the use of trade advertising, direct marketing, newsletters, and trade show
attendance and sponsorship. In 1997, Real Estate Finance generated new
fundings of approximately $1.7 billion, the majority of which were related to
CMBS originations. The Company has made and expects to continue to make
significant investments in CMBS originations and securitization capabilities
to remain a leader in this business. In 1997, the Company terminated its
agreement with Belgravia Financial Services ("Belgravia"), whereby Belgravia
provided CMBS loans to the Company for approval and financing and shared in
CMBS loan and securitization profits. In 1997, Belgravia originated
approximately 40% of the Company's total CMBS volume. The Company expects that
the termination of this agreement will not have a material impact on the
Company's origination of new CMBS loans, due to its investment in loan
origination capabilities which will be funded by profits which will no longer
be shared with Belgravia.
Real Estate Finance has a credit philosophy that emphasizes selecting
properties that generate stable or increasing income cash flow streams and
that have strong asset quality and proven sponsorship with defined business
plans. Real Estate Finance's lending and investment philosophy emphasizes
portfolio liquidity, relatively small individual transaction sizes, and
maintenance of a diverse portfolio in terms of geographic location and
property type. The CMBS product is underwritten to rating agency guidelines
with the intent to sell through all credit risk at the time of securitization.
This strategy has resulted in low levels of nonearning assets at December 31,
1997 and 1996. There were minimal net writedowns of Real Estate Finance assets
during 1997, 1996 and 1995. The Real Estate Finance portfolio is diversified
across a wide range of property types and geographic areas. At December 31,
1997 and 1996, Real Estate Finance lending assets and investments were
distributed as follows:
<TABLE>
<CAPTION>
PROPERTY TYPES
--------------
1997 1996
---- ----
<S> <C> <C>
Apartments.............. 20% 11%
Manufactured housing.... 16 21
Retail.................. 14 7
Self storage............ 12 13
General purpose office
buildings.............. 8 6
Industrial.............. 8 10
Hotels.................. 6 14
Loan Portfolios......... 4 9
Other................... 12 9
--- ---
100% 100%
=== ===
</TABLE>
<TABLE>
<CAPTION>
GEOGRAPHIC AREAS
----------------
1997 1996
---- ----
<S> <C> <C>
California.............. 29% 28%
Southwest............... 19 13
Midwest................. 12 10
Florida................. 7 12
Mid-Atlantic States..... 6 8
New England............. 5 4
New York................ 4 8
West.................... 4 3
Other................... 14 14
--- ---
100% 100%
=== ===
</TABLE>
14
<PAGE>
During 1997, the Company securitized over $500 million of CMBS loans and did
not retain any residual interest in this transaction, as all of the receivable
backed securities were sold to third parties on a non-recourse basis. Real
Estate Finance also originated approximately $1.1 billion of CMBS loans which
were originated to be held for securitization at December 31, 1997, a 138%
increase over the prior year. The Company plans to securitize approximately $1
billion of these loans in the first quarter of 1998. Real Estate Finance
syndicates 50% to 75% of junior participation originations through a
syndication arrangement with a real estate fund sponsored by a nationally
known investment banking firm. The use of syndications has enabled the Company
to reduce its average individual retained position in this portfolio to
approximately $1 million.
At December 31, 1997, Real Estate Finance was contractually committed to
finance an additional $102 million to new and existing borrowers, generally
contingent upon the maintenance of specific credit standards. Since many of
the commitments are expected to remain unused, the total commitment amounts do
not necessarily represent future cash requirements. No significant commitments
exist to provide additional financing related to nonearning assets.
INTERNATIONAL GROUP
International Group has a significant international presence in factoring
and asset based financing, and has had subsidiaries and joint ventures in many
international markets for more than 25 years. International Group currently
consists of four majority owned subsidiaries and joint ventures with
operations in 15 countries in Europe, Asia/Pacific and Latin America.
International Group had total lending assets and investments of $2.4 billion,
or 20% of the Company's total lending assets and investments, at December 31,
1997, and total revenues (including the Company's share of income from
international joint ventures) of $187 million, or 15% of the Company's total
revenues, for 1997. International Group provides factoring and receivables
management services, asset based financing, acquisition financing, leasing and
vendor finance and/or trade finance programs. The largest of the Company's
consolidated subsidiaries is Factofrance, which is the leading factoring
company in France and the third largest factor in the world, with factoring
volume of approximately $8 billion in 1997. The largest of the Company's joint
ventures is NMB-Heller Holding N.V., which has operations primarily in the
United Kingdom, Holland and Germany and accounted for 54% of the year-end 1997
investments in international joint ventures balance. The Company believes that
International Group's subsidiaries and joint ventures provide a solid base for
consistent growth in international earnings and also provide the Company with
the opportunity to meet the international financing needs of its domestic
client base.
15
<PAGE>
The following table sets forth certain information regarding International
Group as of the end of, and for, each of the years in the three-year period
ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE YEAR ENDED,
DECEMBER 31,
-----------------------------------
1997 1996 1995
----------- --------- ---------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Lending assets and investments of
consolidated subsidiaries:
Europe........................... $ 1,860(1) $ -- $ --
Asia/Pacific..................... 223 257 212
Latin America.................... 80 80 61
----------- --------- ---------
2,163 337 273
Investments in international joint
ventures:
Europe........................... 160 238 216
Asia/Pacific..................... 16 14 12
Latin America.................... 22 20 5
----------- --------- ---------
198 272 233
----------- --------- ---------
Total lending assets and
investments................... $ 2,361 $ 609 $ 506
=========== ========= =========
Revenues of consolidated
subsidiaries:
Europe........................... $ 121(1) $ -- $ --
Asia/Pacific..................... 25 26 23
Latin America.................... 5 12 6
----------- --------- ---------
151 38 29
Income of international joint
ventures:
Europe........................... 32 42 35
Asia/Pacific..................... 1 2 1
Latin America.................... 3 -- (1)
----------- --------- ---------
36 44 35
----------- --------- ---------
Total international revenues... $ 187 $ 82 $ 64
=========== ========= =========
Total international revenues as a
percentage of total revenues...... 14.7% 8.3% 5.9%
Ratio of net writedowns to average
lending assets.................... 1.8 -- --
Ratio of nonearning assets to
lending assets.................... 0.9 8.2 3.7
</TABLE>
--------
(1) Reflects the consolidation of Factofrance in April 1997 due to the
acquisition of the interest of International Group's joint venture
partner, which increased International Group's ownership of
Factofrance from 48.8% to 97.6%.
International Group has broad, worldwide access to mid-sized and small
businesses with operations in 19 countries. Each subsidiary and joint venture
of International Group operates independently, with its own well-developed
methods of originating business, and the majority of the international joint
ventures are self-financed. International Group manages its investments
through offices located in London, Singapore and Chicago. Each subsidiary and
joint venture has its own well-developed credit philosophy, risk management
policies and procedures and portfolio management processes, which are
monitored by the Company through participation on their boards of directors,
credit committees and other executive and administrative bodies. Net
writedowns in consolidated subsidiaries totalled $23 million in 1997 and
related primarily to the Company's Mexican subsidiary and the consolidation of
Factofrance.
CORPORATE FINANCE
Corporate Finance is a leading provider of middle market financing to
private equity-sponsored companies. Corporate Finance had total lending assets
and investments of $2.0 billion, or 17% of the
16
<PAGE>
Company's total lending assets and investments, as of December 31, 1997 and
total revenues of $245 million, or 19% of the Company's total revenues, for
1997. Corporate Finance primarily provides secured financing for leveraged
buyouts, acquisitions, recapitalizations, refinancings, expansion and growth
of publicly and privately held entities in a wide variety of industries. In
almost all cases, these transactions involve professional or private equity
investors ("equity sponsors"), who acquire businesses for financial or
strategic purposes. Corporate Finance provides secured term and revolving
credit facilities, with durations of up to ten years, and to a lesser extent
provides unsecured or subordinated financings and invests in private equity
buy-out funds. Corporate Finance also from time to time makes modest non-
voting equity investments in conjunction with senior debt facilities, receives
warrants or equity interests as a result of providing financing, and makes
stand-alone equity co-investments, primarily with known equity sponsors.
Corporate Finance also serves as co-lender or participant in larger senior
secured cash flow transactions originated by other lenders. The Corporate
Finance portfolio has loans outstanding in a wide range of industries,
including manufacturing, services, metals, plastics, consumer products, health
care and defense. The portfolio is diversified among 26 industries with
concentrations of 12% in both chemicals/plastics and general industrial
machinery at December 31, 1997. No other industry represented more than 10% of
the total portfolio.
The following table sets forth certain information regarding Corporate
Finance as of the end of, and for, each of the years in the three-year period
ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE YEAR ENDED,
DECEMBER 31,
---------------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Total lending assets and
investments....................... $ 2,010 $ 2,016 $ 2,328
New business volume................ 1,378 858 1,412
Revenues........................... 245 257 310
Revenues as a percentage of total
revenues.......................... 19.3% 26.1% 28.6%
Ratio of net writedowns to average
lending assets.................... 1.3 1.0 0.7
Ratio of nonearning assets to
lending assets.................... 0.3 2.1 0.8
</TABLE>
Corporate Finance serves its clients with teams of senior level originators
located in five regional offices. Corporate Finance has developed and
maintains close relationships with approximately 200 equity sponsors, many of
whom have been clients of the Company for ten or more years and who have
financed several transactions with this business group.
The commitment to finance by this business group is predicated on the
Company's assessment of the borrower's ability to generate cash flow to repay
the loan based on the borrower's equity sponsor, market position,
relationships with clients and suppliers and ability to withstand competitive
challenges. Corporate Finance assets are generally cross-collateralized and
secured by liens on the borrower's current and fixed assets and capital stock.
Corporate Finance manages its portfolio centrally to ensure consistent
application of credit policy and efficient documentation and approval of
transaction modifications. Portfolio quality was demonstrated at December 31,
1997 by nonearning assets of $7 million, or 0.3% of lending assets. The
portfolio had net writedowns of $25 million in 1997 versus $21 million in
1996.
In 1997, Corporate Finance functioned as agent for 29 syndicated
transactions. The Company believes its level of agented transactions makes it
the fourth largest syndicator of private equity-sponsored deals in the United
States. Total syndication activity in 1997 amounted to $602 million in funds.
Although Corporate Finance can provide commitments of up to $150 million per
transaction, the group generally syndicates its ultimate retained position to
less than $20 million. As of December 31, 1997, the average retained
transaction size was approximately $14 million in commitments and
approximately $8 million of fundings, which reflects the group's significant
use of the syndication market.
17
<PAGE>
As of December 31, 1997, Corporate Finance was contractually committed to
finance an additional $950 million to new and existing borrowers, generally
contingent upon the maintenance of specific credit standards. Since many of
the commitments are expected to remain unused, the total commitment amounts do
not necessarily represent future cash requirements. No significant commitments
exist to provide additional financing related to nonearning assets.
PROJECT FINANCE
Project Finance is a specialized financing business, which provides
structured financing for individual projects to domestic independent oil and
gas, coal, mining and power companies. Financing is provided in the form of
senior and junior secured loans and equity investments. Project Finance had
total lending assets and investments of $144 million, or 1.2% of the Company's
total lending assets and investments, as of December 31, 1997 and revenues of
$19 million, or 1.5% of the Company's revenues, for 1997. Transaction sizes
generally range from $2 million to $20 million, and terms range from six to 17
years. Project Finance originates its financing opportunities primarily
through intermediaries with which it has established long-standing
relationships in its targeted industries. In 1997, Project Finance generated
$36 million in new business volume, with an average transaction size of $5
million. The credit approval process involves a detailed financial and legal
review of the contract and underlying project economic projections, together
with a review of all industry relevant data. Portfolio management procedures
involve the regular receipt of project status reports together with related
financial and operating information, as well as periodic site visits. The
Company expects Project Finance to remain a small percentage of its assets,
relative to its other business units.
The following table sets forth certain information concerning Project
Finance as of the end of, and for, each of the years in the three-year period
ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE YEAR ENDED,
DECEMBER 31,
-------------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Total lending assets and
investments......................... $ 144 $ 160 $ 186
New business volume.................. 36 23 52
Revenues............................. 19 9 27
Revenues as a percentage of total
revenues............................ 1.5% 0.9% 2.5%
Ratio of net writedowns to average
lending assets...................... -- 4.8 --
Ratio of nonearning assets to lending
assets.............................. 14.2 11.5 4.5
</TABLE>
The nonearning assets in Project Finance at December 31, 1997 and 1996
consisted of one transaction which the Company expects to liquidate in 1998
with little or no net writedown.
At December 31, 1997, Project Finance was contractually committed to finance
an additional $54 million to new and existing borrowers, generally contingent
upon the maintenance of specific credit standards. Since many of the
commitments are expected to remain unused, the total commitment amounts do not
necessarily represent future cash requirements. No significant commitments
exist to provide additional financing related to nonearning assets.
PRE-1990 PORTFOLIO
The lending philosophy of Corporate Finance and Real Estate Finance prior to
1990 emphasized larger, less liquid transactions and transactions with lower
levels of cash flow and collateral coverage. Subsequent to 1990, the Company
has developed a credit strategy which focuses on transactions with lower
lending multiples, smaller retained positions and greater liquidity. As a
result, the Company has separately managed the pre-1990 portfolio over the
last several years in its effort to closely monitor
18
<PAGE>
credit quality and effectively reduce this exposure. During this period, the
Company has substantially reduced its pre-1990 portfolio from $2.5 billion, or
33% of lending assets and investments, at December 31, 1993 to $492 million,
or 4% of lending assets and investments, at December 31, 1997. Approximately
70% of the remaining pre-1990 portfolio consists of real estate assets which
have been independently appraised and written down to the appraised value. The
net writedowns related to working out of the pre-1990 assets have been
significant, with $1.1 billion of writedowns on pre-1990 accounts since 1991.
The Company believes it has dealt with the negative effect of this portfolio
and expects the impact of the pre-1990 portfolio to be insignificant beginning
in 1998. See "--Risk Management--Portfolio Quality--Pre-1990 Portfolio".
The following table sets forth certain information concerning the pre-1990
Corporate Finance and Real Estate Finance portfolio as of the end of, and for,
each of the years in the three-year period ended December 31, 1997:
<TABLE>
<CAPTION>
AS OF, OR FOR THE YEAR ENDED,
DECEMBER 31,
-------------------------------
1997 1996 1995
-------- -------- --------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Total lending assets and
investments......................... $ 492 $ 979 $ 1,526
Revenues............................. 40 30 148
Revenues as a percentage of total
revenues............................ 3.1% 3.0% 13.7%
Ratio of net writedowns to average
lending assets...................... 11.5 5.9 11.3
Ratio of nonearning assets to lending
assets.............................. 15.5 17.8 14.2
</TABLE>
Net writedowns as a percentage of average lending assets were higher in 1997
than 1996 due to a lower level of recoveries in 1997 than the prior year.
SALES AND MARKETING
The Company originates transactions in the United States through a dedicated
sales force of over 260 employees in over 40 locations and through its network
of wholly-owned and joint venture commercial finance companies with operations
in 19 other countries around the world. These sales people have industry-
specific experience that enables them to effectively structure commercial
finance transactions to companies in the industries and market segments served
by the Company.
The Company's sales force originates business through a combination of (i)
direct calling on prospective borrowers, (ii) relationships with
manufacturers, dealers, and distributors, (iii) relationships with a wide
variety of private equity investors, business brokers, investment bankers, and
other intermediaries and referral sources, and (iv) relationships with
financial institutions. The Company has invested in expanding and broadening
its market coverage in several of its businesses, particularly Small Business
Lending and CMBS, and expects these investments to enhance the Company's
ability to generate new transactions and income.
Sales force compensation encourages active, profitable new business
development, client retention, credit quality, pricing margins and cross-
referral of business opportunities to other business groups.
The Company also markets its products and services through the use of
general market advertising, trade advertising, direct mail, a web site, public
relations, newsletters, trade show attendance and sponsorship, educational
seminars, and a variety of other market- and industry-specific events. The
Company maintains several proprietary databases for the purpose of generating
targeted, customized direct marketing campaigns and for the purpose of
tracking relationship history with certain of its clients and prospects. The
Company regularly conducts client satisfaction surveys and other market
research studies designed to assess its competitive position and to identify
unfulfilled needs of its clients and prospects.
19
<PAGE>
SECURITIZATION, SYNDICATION AND LOAN SALE ACTIVITIES
The Company has developed strong capabilities in the areas of
securitization, syndication and loan sales. These capital markets activities
provide the Company with the ability to (i) maximize its origination strength
by providing broader market access to higher quality credits, (ii) manage
customer and asset concentrations, (iii) generate income growth in competitive
markets through syndication fees and securitization gains and (iv) meet a
broader array of the financial needs of its current clients. The Company also
uses securitizations and syndications to provide attractive financial returns
on high-quality, lower yielding assets. The Company believes that additional
benefits are realized by its credit, operations and underwriting processes
being subjected to capital markets disciplines. The following table sets forth
certain information with respect to the Company's capital market activities in
1997, 1996 and 1995:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C>
New business volume.............................. $5,970 $4,052 $3,854
Securitizations.................................. 774 -- 220
Syndications and loan sales...................... 964 757 708
</TABLE>
SECURITIZATIONS
The Company securitizes assets to generate fee income and to manage client
and industry concentrations and leverage its origination capabilities. In
1997, the Company securitized $774 million of assets through the completion of
a CMBS and an equipment based securitization. The Company did not retain any
credit risk in either of these transactions, as all of the receivable backed
notes were sold to third parties on a non-recourse basis.
SYNDICATIONS AND LOAN SALES
The Company syndicates assets and sells loans to manage client
concentrations and generate fees, and has established syndication and loan
sale capabilities in nearly all of its business categories. To facilitate its
syndication activity, the Company has established and maintains relationships
with a wide variety of financial institutions throughout the United States. In
1997, the Company completed syndications and sales of $964 million in
receivables, investments and loans.
COMPETITION
The Company's markets are highly fragmented and extremely competitive and
are characterized by competitive factors that vary by product and geographic
region. The Company's competitors include other commercial finance companies,
national and regional banks and thrift institutions, investment banks, leasing
companies, investment companies, manufacturers and vendors. Competition from
both traditional competitors and new market entrants has been intensified in
recent years by an improving economy, growing marketplace liquidity and
increasing recognition of the attractiveness of the commercial finance
markets. In addition, the rapid expansion of the securitization markets is
dramatically reducing the difficulty in obtaining access to capital, which is
the principal barrier to entry into these markets. This is further
intensifying competition in certain market segments, including competition
from specialized securitization lenders that offer aggressive pricing terms.
The Company competes primarily on the basis of pricing, terms, structure and
service in many of its markets. Competitors of the Company often seek to
compete aggressively on the basis of these factors and the Company may lose
market share to the extent it is unwilling to match its competitors' pricing,
terms and structure in order to maintain its spreads or to maintain its credit
discipline. To the extent that the Company matches competitors' pricing, terms
or structure, it may experience decreased spreads and/or increased risk of
credit losses. Many of the Company's competitors are large companies that have
substantial capital, technological and marketing resources, and some of these
20
<PAGE>
competitors are larger than the Company and may have access to capital at a
lower cost than the Company. Further, the size and access to capital of
certain of the Company's competitors are being enhanced by the recent surge in
consolidation activity in the commercial and investment banking industries.
Also, the Company's competitors include businesses that are not affiliated
with bank holding companies and therefore are not subject to the same
extensive federal regulations that govern bank holding companies. As a result,
such non-banking competitors may engage in certain activities which currently
are prohibited to the Company.
REGULATION
Fuji Bank is a bank holding company within the meaning of the Bank Holding
Company Act of 1956, as amended (the "Bank Holding Company Act"), and is
registered as such with the Board of Governors of the Federal Reserve System
(the "Federal Reserve"). As a result, the Company is subject to the Bank
Holding Company Act and is subject to examination by the Federal Reserve. In
general, the Bank Holding Company Act limits the activities in which the
Company may engage to those which the Federal Reserve has generally determined
to be "so closely related to banking . . . as to be a proper incident thereto"
and generally requires the approval of the Federal Reserve before the Company
may engage directly or through a subsidiary in such activities. To obtain the
Federal Reserve's approval, Fuji Bank must submit a notice that provides
information both about the proposed activity or acquisition and about the
financial condition and operations of Fuji Bank and the Company. The Bank
Holding Company Act will continue to apply to the Company for as long as Fuji
Bank holds more than 25% of any class of the Company's voting stock or
otherwise is deemed to control the management or operations of the Company
under the Bank Holding Company Act and the Federal Reserve's regulations and
interpretations thereunder. The Company's current business activities
constitute permitted activities or have been authorized by the Federal
Reserve.
SBA loans made by the Company are governed by the Small Business Act and the
Small Business Investment Act of 1958, as amended, and may be subject to the
same regulations by certain states as are other commercial finance operations.
The federal statutes and regulations specify the types of loans and loan
amounts which are eligible for the SBA's guaranty as well as the servicing
requirements imposed on the lender to maintain SBA guarantees.
The operations of the Company are subject, in certain instances, to
supervision and regulation by state and federal governmental authorities and
may be subject to various laws and judicial and administrative decisions
imposing various requirements and restrictions, which, among other things, (i)
regulate credit granting activities, (ii) establish maximum interest rates,
finance charges and other charges, (iii) regulate customers' insurance
coverages, (iv) require disclosures to customers, (v) govern secured
transactions and (vi) set collection, foreclosure, repossession and claims
handling procedures and other trade practices. Although most states do not
regulate commercial finance, certain states impose limitations on interest
rates and other charges and on certain collection practices and creditor
remedies and require licensing of lenders and financiers and adequate
disclosure of certain contract terms. The Company is also required to comply
with certain provisions of the Equal Credit Opportunity Act that are
applicable to commercial loans. Additionally, the Company is subject to
regulation in those countries in which the Company has operations and in most
cases has been required to obtain central governmental approval before
commencing business.
In the judgment of management, existing statutes and regulations have not
had a material adverse effect on the business conducted by the Company.
However, it is not possible to forecast the nature of future legislation,
regulations, judicial decisions, orders or interpretations, nor their impact
upon the future business, financial condition or results of operations or
prospects of the Company.
EMPLOYEES
As of January 31, 1998, the Company had 2,344 employees. The Company is not
subject to any collective bargaining agreements and believes that its employee
relations are good.
21
<PAGE>
RISK MANAGEMENT
The Company's business activities contain elements of risk. The Company
considers the principal types of risk to be credit risk and asset/liability
risk (including interest rate and liquidity risk). The Company considers the
management of risk essential to conducting its businesses and to maintaining
profitability. Accordingly, the Company's risk management systems and
procedures are designed to identify and analyze the Company's risks, to set
appropriate policies and limits and to continually monitor these risks and
limits by means of reliable administrative and information systems and other
policies and programs.
CREDIT RISK MANAGEMENT
The Company manages credit risk through its underwriting procedures,
centralized approval of individual transactions and active portfolio and
account management. Underwriting procedures have been developed for each
business line, enabling the Company to assess a prospective borrower's ability
to perform in accordance with established loan terms. These procedures may
include analyzing business or property cash flows and collateral values,
performing financial sensitivity analyses and assessing potential exit
strategies. For transactions originated with the intent of reducing the
Company's ultimate retained asset size, the Company's syndication units assign
a risk rating prior to approval of the underlying transaction, reflecting its
confidence level, prior to funding, in syndicating the proposed transaction.
Financing and restructuring transactions exceeding designated amounts are
reviewed and approved by an independent corporate credit function, and larger
transactions require approval by a centralized credit committee. During 1997,
the Company further strengthened its credit risk management function through
the appointment of a Chief Credit Officer, who reports to the Company's
Chairman. Each business group is subject to a quarterly portfolio review of
its significant assets with the Chief Credit Officer and, in some cases, the
Chairman.
The Company manages its portfolio by monitoring transaction size and
diversification by industry, geographic area, property type and borrower.
Through these methods, management identifies and limits exposure to
unfavorable risks and seeks favorable financing opportunities. Loan grading
systems are used to monitor the performance of loans by product category, and
an overall risk classification system is used to monitor the risk
characteristics of the total portfolio. These systems generally consider debt
service coverage, the relationship of the loan to underlying business or
collateral value, industry characteristics, principal and interest risk, and
credit enhancements such as guarantees, irrevocable letters of credit and
recourse provisions. When a problem account is identified, professionals that
specialize in the relevant industry are brought in to more closely monitor the
account and formulate strategies to optimize and accelerate the resolution
process. Since 1994, the Internal Audit Department, independent of operations,
has performed an independent review to evaluate the risk identification and
credit management processes, as well as validate the loan grading of assets in
such portfolios and reports its findings to senior management and the Audit
Committee of the Company's Board of Directors.
ASSET/LIABILITY MANAGEMENT
INTEREST RATE AND FOREIGN CURRENCY RISK MANAGEMENT. The Company uses
derivatives as an integral part of its asset/liability management program to
reduce its overall level of financial risk arising from normal business
operations. These derivatives, particularly interest rate swap agreements, are
used to manage liquidity, diversify sources of funding, alter interest rate
exposure arising from mismatches between assets and liabilities and manage
exposures to foreign exchange fluctuations. The Company is not an interest
rate swap dealer nor is it a trader in derivative securities, and it has not
used speculative derivative products for the purpose of generating earnings
from changes in market conditions.
22
<PAGE>
Before entering into a derivative agreement, management determines that an
inverse correlation exists between the value of a hedged item and the value of
the derivative. At the inception of each agreement, management designates the
derivative to specific assets, pools of assets or liabilities. The risk that a
derivative will become an ineffective hedge is generally limited to the
possibility that an asset being hedged will prepay before the related
derivative expires. Accordingly, after inception of a hedge, asset/liability
managers monitor the effectiveness of derivatives through an ongoing review of
the amounts and maturities of assets, liabilities and swap positions. This
information is reported to the Financial Risk Management Committee ("FRMC"),
the members of which include the Company's Chairman, Chief Financial Officer
and Treasurer. The FRMC determines the direction the Company will take with
respect to its financial risk position. This position and the related
activities of the FRMC are reported regularly to the Company's Executive
Committee and Board of Directors.
The Company uses interest rate swaps as an important tool for financial risk
management, which enables it to match more closely the interest rate and
maturity characteristics of its assets and liabilities. As such, interest rate
swaps are used to change the characteristics of fixed rate debt to that of
variable rate liabilities, to alter the characteristics of specific fixed rate
asset pools to more closely match the interest terms of the underlying
financing and to modify the variable rate basis of a liability to more closely
match the variable rate basis used for variable rate receivables. At December
31, 1997, the Company had $6.6 billion in notional amount of swap agreements
with commercial banks and investment banking firms. The average interest rates
paid by the Company on its outstanding indebtedness, before and after the
effect of swap agreements, as of December 31, 1997 and 1996 are summarized
below:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
1997 1996
--------------------- ---------------------
YEAR-END BEFORE AFTER YEAR-END BEFORE AFTER
BALANCE SWAPS SWAPS BALANCE SWAPS SWAPS
-------- ------ ----- -------- ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Commercial paper--
domestic and foreign........... $2,560 5.71% N/A $2,576 5.63% N/A
Fixed rate debt................. 3,951 6.90 6.67% 2,905 7.02 6.62%
Variable rate debt.............. 2,051 5.44 6.01 1,859 4.85 5.78
------ ------
Total......................... $8,562 6.19 6.44 $7,340 5.98 6.29
====== ======
</TABLE>
The swap agreements had the effect of increasing interest expense by $8
million during 1997. At December 31, 1997, balance sheet assets that mature or
reprice over the next three months exceeded balance sheet liabilities that
mature or reprice over the same period by $1.1 billion. After the effect of
off-balance sheet instruments, liabilities that mature or reprice over the
next three months exceeded assets that mature or reprice over the same period
by $158 million. The largest such difference at a month end during 1997 was
$695 million.
The Company's sensitivity to changes in interest rates is regularly
monitored and analyzed by measuring the repricing and amortization
characteristics of assets, liabilities and off-balance sheet derivatives. The
Company utilizes various models to assess interest rate risk in terms of the
potential effect on net interest income, the market value of net assets and
the value at risk of the firm in an effort to ensure that the Company is
insulated from any significant adverse effects from changes in interest rates.
The results of these models are reviewed each month with the FRMC. Based on
the model used for the sensitivity of net interest income, if the balance
sheet, when the month-end difference between the repricing of assets and
liabilities was at its greatest during 1997, were to remain constant and no
actions were taken to alter the existing interest rate sensitivity, a
hypothetical immediate 100 basis point change in interest rates would have
affected net interest income and net income by less than 1% over a six month
horizon. Although management believes that this measure is indicative of the
Company's sensitivity to interest rate changes, it does not adjust for
potential
23
<PAGE>
changes in credit quality, size and composition of the balance sheet and other
business developments that could affect net income. Accordingly, no assurance
can be given that actual results would not differ materially from the
potential outcome simulated by this model.
In order to minimize the effect of fluctuations in foreign currency exchange
rates on its financial results, the Company periodically enters into forward
contracts or purchases options. These financial instruments serve as hedges of
its foreign investment in international subsidiaries and joint ventures or
effectively hedge the translation of the related foreign currency income. The
Company held $623 million of forward contracts, $74 million of purchased
options and $106 million of cross currency swap agreements at December 31,
1997. Through these contracts, the Company primarily sells the local currency
and buys U.S. dollars. The Company also periodically enters into forward
contracts to hedge receivables denominated in foreign currencies or may
purchase foreign currencies in the spot market to settle a foreign currency
denominated liability. In addition, the Company held $506 million of cross
currency swap agreements used to hedge debt instruments issued in foreign
currencies at December 31, 1997. The Company invests in and operates
commercial finance companies throughout the world. Over the course of time,
reported results from the operations and investments in foreign countries may
fluctuate in response to exchange rate movements in relation to the U.S.
dollar. While the Western European operations and investments are the largest
areas of the Company's activities, reported results will be influenced to a
lesser extent by the exchange rate movements in the currencies of other
countries in which the Company's subsidiaries and investments are located.
LIQUIDITY RISK MANAGEMENT. The Company manages liquidity risk primarily by
monitoring the relative maturities of assets and liabilities and by borrowing
funds through the U.S. and international money and capital markets and bank
credit markets. Such cash is used to fund asset growth and to meet debt
obligations and other commitments on a timely and cost-effective basis. The
Company's primary sources of funds are commercial paper borrowings, issuances
of medium-term notes and other term debt securities and the syndication,
securitization or sale of certain lending assets. At December 31, 1997,
commercial paper borrowings were $2.6 billion and amounts due on term debt
within one year were $2.0 billion. If the Company is unable to access such
markets at acceptable terms, it could utilize its bank credit and asset sale
facilities and cash flow from operations and portfolio liquidations to satisfy
its liquidity needs. At December 31, 1997, the Company had committed liquidity
support through its bank credit and asset sale facilities totalling $4.0
billion, including a 364-day facility expiring in April 1998 (which the
Company intends to renew), representing, on a consolidated basis, 122% of
outstanding commercial paper and short-term borrowings. The Company believes
that such credit lines should provide sufficient liquidity to the Company
under foreseeable conditions. See also "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Liquidity and
Capital Resources" for further information concerning the liquidity of the
Company.
24
<PAGE>
PORTFOLIO QUALITY
The credit quality of the Company's portfolio in 1997 reflected the
effectiveness of the Company's credit strategies, underwriting and portfolio
management and disciplined credit approval process. As of December 31, 1997
nonearning assets were at their lowest level in over 10 years, having been
reduced to $155 million, or 1.4% of lending assets, from $278 million, or 3.3%
of lending assets, at the end of 1996. In addition, the Company's allowance
for losses of receivables represented 185% of nonearning impaired receivables
as of December 31, 1997. The following table presents certain information with
respect to the credit quality of the Company's portfolio:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------
1997 1996 1995
------- ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
LENDING ASSETS AND INVESTMENTS:
Receivables......................................... $10,722 $8,529 $8,085
Repossessed assets.................................. 14 14 28
------- ------ ------
Total lending assets.............................. 10,736 8,543 8,113
Equity and real estate investments.................. 488 419 428
Debt securities..................................... 311 251 152
Operating leases.................................... 195 135 113
Investments in international joint ventures......... 198 272 233
------- ------ ------
Total lending assets and investments.............. $11,928 $9,620 $9,039
======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1997 1996 1995
----- ---- ----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
NONEARNING ASSETS:
Impaired receivables.................................. $ 141 $264 $261
Repossessed assets.................................... 14 14 28
----- ---- ----
Total nonearning assets............................. $155 $278 $289
===== ==== ====
Ratio of nonearning impaired receivables to
receivables.......................................... 1.3% 3.1% 3.2%
Ratio of total nonearning assets to total lending
assets............................................... 1.4% 3.3% 3.6%
Nonearning assets in current portfolio................ $ 81 $115 $ 87
Ratio of nonearning assets in current portfolio to
total lending assets................................. 0.8% 1.3% 1.1%
ALLOWANCES FOR LOSSES:
Allowance for losses of receivables................... $ 261 $225 $229
Valuation allowance for repossessed assets............ -- -- 2
----- ---- ----
Total allowance for losses.......................... $ 261 $225 $231
===== ==== ====
Ratio of allowance for losses of receivables to
receivables.......................................... 2.4% 2.6% 2.8%
Ratio of allowances for losses of receivables to net
writedowns........................................... 1.8x 2.1x 1.0x
Ratio of allowance for losses of receivables to
nonearning impaired receivables...................... 185.1% 85.2% 87.7%
DELINQUENCIES:
Earning loans delinquent 60 days or more.............. $ 151 $143 $117
Ratio of earning loans delinquent 60 days or more to
receivables.......................................... 1.4% 1.7% 1.4%
</TABLE>
25
<PAGE>
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
----------------------
1997 1996 1995
------ ------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
NET WRITEDOWNS OF LENDING ASSETS:
Net writedowns on receivables.................... $ 139 $ 104 $ 215
Net writedowns on repossessed assets............. 7 4 16
------ ------ ------
Total net writedowns........................... $ 146 $ 108 $ 231
====== ====== ======
Ratio of net writedowns to average lending
assets.......................................... 1.5% 1.3% 2.9%
Net writedowns on current portfolio lending
assets.......................................... $ 62 $ 41 $ 45
Ratio of current portfolio net writedowns to
average total lending assets.................... 0.6% 0.5% 0.6%
</TABLE>
PRE-1990 PORTFOLIO. While building its current portfolio, the Company has
substantially eliminated its Corporate Finance and Real Estate Finance pre-
1990 portfolio and expects such portfolio's impact to be insignificant
beginning in 1998. The pre-1990 portfolio experienced a significant decline of
$487 million or 50% in 1997 and now comprises 4% of the Company's total
portfolio. Approximately 70% of the remaining pre-1990 portfolio consists of
real estate assets which have been independently appraised and then written
down to the appraised value. The following table provides a profile of the
pre-1990 portfolio in 1997, 1996 and 1995.
<TABLE>
<CAPTION>
FOR THE YEAR
ENDED DECEMBER
31,
------------------
1997 1996 1995
---- ---- ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Pre-1990 lending assets and investments................ $492 $979 $1,526
Ratio of pre-1990 lending assets and investments to
total lending assets and investments.................. 4.1% 10.2% 16.9%
Pre-1990 nonearning assets............................. $ 74 $163 $ 202
Net writedowns on pre-1990 lending assets.............. 84 67 186
Ratio of pre-1990 net writedowns to average total
lending assets........................................ 0.9% 0.8% 2.3%
</TABLE>
NONEARNING ASSETS. Receivables are classified as nonearning when there is
significant doubt as to the ability of the debtor to meet current contractual
terms, as evidenced by loan delinquency, reduction of cash flows,
deterioration in the loan to value relationship and other relevant
considerations. Nonearning assets decreased from 3.3% of total lending assets
at December 31, 1996 to 1.4% of total lending assets at December 31, 1997.
This decrease reflects the credit performance of the current portfolio,
combined with the continued resolution of the pre-1990 Corporate Finance and
Real Estate Finance accounts. The table below presents nonearning assets by
business line in 1997, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------
1997 1996 1995
-------------- -------------- --------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Asset Based Finance........... $ 32 21% $ 18 7% $ 16 5%
International asset based
finance...................... 19 12 25 9 9 3
Project Finance............... 18 12 18 6 8 3
Corporate Finance............. 7 4 39 14 19 7
Real Estate Finance........... 3 2 3 1 10 3
Other......................... 2 1 12 4 25 9
Pre-1990 portfolio............ 74 48 163 59 202 70
---- --- ---- --- ---- ---
Nonearning assets............. $155 100% $278 100% $289 100%
==== === ==== === ==== ===
</TABLE>
26
<PAGE>
The current portfolio had nonearning assets of $81 million, or 0.8% of total
lending assets, in 1997. The low level of nonearning assets in the current
portfolio is the result of the credit quality of the domestic and
international asset based portfolios and the current Corporate Finance and
Real Estate Finance portfolios.
ALLOWANCE FOR LOSSES. The allowance for losses of receivables is a general
reserve available to absorb losses in the entire portfolio. This allowance is
established through direct charges to income, and losses are charged to the
allowance when all or a portion of a receivable is deemed uncollectible. The
allowance is reviewed periodically and adjusted when appropriate given the
size and loss experience of the overall portfolio, the effect of current
economic conditions and the collectibility and workout potential of identified
risk and nonearning accounts. For repossessed assets, if the fair value
declines after the time of repossession, a writedown is recorded to reflect
this reduction in value.
The allowance for losses of receivables totalled $261 million, or 2.4% of
receivables, at December 31, 1997 versus $225 million, or 2.6% of receivables,
at December 31, 1996. The decrease as a percentage of receivables was
consistent with the strong credit profile of the Company's portfolio, as
evidenced by the ratio of allowance for losses of receivables to nonearning
impaired receivables of 185% at December 31, 1997, compared to 85% at December
31, 1996.
DELINQUENT EARNING ACCOUNTS AND LOAN MODIFICATIONS. The level of delinquent
earning accounts changes between periods based on the timing of payments and
the effects of changes in general economic conditions on the Company's
borrowers. Troubled debt restructurings were $13 million at December 31, 1997,
compared to $14 million at December 31, 1996.
The Company had $13 million of receivables at December 31, 1997 that were
restructured at market rates of interest, written down from the original loan
balance and returned to earning status. The recorded investment of these
receivables is expected to be fully recoverable.
WRITEDOWNS. Net writedowns, as detailed below for the years ended December
31, 1997, 1996 and 1995, increased in 1997 due to a lower level of recoveries
compared to 1996.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------
1997 1996 1995
-------------- -------------- --------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
NET WRITEDOWNS OF LENDING
ASSETS:
Asset Based Finance........ $ 11 8% $ 7 7% $ 11 5%
Corporate Finance.......... 25 17 21 19 16 7
International Group........ 23 16 -- -- -- --
Real Estate Finance........ -- -- -- -- -- --
Project Finance............ -- -- 8 7 -- --
Other...................... 3 1 5 5 18 7
Pre-1990 portfolio......... 84 58 67 62 186 81
---- --- ---- --- ---- ---
Total net writedowns..... $146 100% $108 100% $231 100%
==== === ==== === ==== ===
</TABLE>
Gross writedowns were slightly higher than 1996 at $169 million in 1997
compared to $163 million in the prior year, while gross recoveries totalled
only $23 million in 1997 compared to $55 million in 1996. The increase in net
writedowns for Corporate Finance was the result of lower recoveries in 1997
compared to 1996. The increase in net writedowns for the Company's
international asset based finance business in 1997 was the result of
writedowns in Mexico and the impact of the consolidation of Factofrance. Gross
writedowns of pre-1990 lending assets represented 53% and 69% of total gross
writedowns in 1997 and 1996, respectively.
27
<PAGE>
ITEM 2. PROPERTIES
The Company leases office space for its corporate headquarters at 500 West
Monroe Street, Chicago, Illinois 60661 and leases other offices throughout the
United States, Europe, Asia/Pacific, and Latin America. For information
concerning the Company's lease obligations, see Note 8 to the Consolidated
Financial Statements. The Company does not own any material real property.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to a number of legal proceedings as plaintiff and
defendant, all arising in the ordinary course of its business. The Company
believes that the amounts, if any, which may ultimately be funded or paid with
respect to these matters will not have a material adverse effect on the
Company's business, financial condition or results of operations, but there
can be no assurance that an adverse decision in any such legal proceeding
would not have such a material adverse effect.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders of the Company
in the fourth quarter of 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
In June 1997, HIC converted all of its shares of the Company's Cumulative
Convertible Preferred Stock, Series D ("Series D Preferred Stock") into Common
Stock of the Company. The shares of Common Stock were issued by the Company in
reliance upon the exemption from registration provided by Section 3(a)(9) of
the Securities Act of 1933, as amended (the "Securities Act").
In June 1997, the Company privately issued 1,500,000 shares of its Fixed
Rate Noncumulative Perpetual Senior Preferred Stock, Series B ("Series B
Preferred Stock"), liquidation value $100 per share. These shares of Series B
Preferred Stock were issued by the Company to Lehman Brothers Inc., Chase
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
initial purchasers, in reliance upon the exemption from registration provided
by Section 4(2) of the Securities Act and were resold by such initial
purchasers to certain "qualified institutional buyers" in reliance upon the
exemption from registration provided by Rule 144A under the Securities Act.
The Company received consideration of $147 million ($150 million liquidation
value, less a discount of $3 million) from the initial purchasers. Effective
January 1998, the Company exchanged 1,500,000 shares of its Fixed Rated
Noncumulative Perpetual Senior Preferred Stock, Series C ("Series C Preferred
Stock") for all of the then outstanding shares of Series B Preferred Stock.
The issuance of the Series C Preferred Stock was registered under the
Securities Act of 1933, as amended. All 1,500,000 shares of Series C Preferred
Stock are currently outstanding.
Also, in August 1997, the Company privately issued $200,000,000 aggregate
principal amount of its 6.35% Notes due August 15, 2009 to a trust, which in
turn issued certificates representing fractional undivided beneficial
interests therein to UBS Securities LLC, as initial purchaser, in reliance
upon the exemption from registration provided by Section 4(2) of the
Securities Act. The certificates were resold by such initial purchaser to
certain "qualified institutional buyers" in reliance upon the exemption from
registration provided by Rule 144A under the Securities Act. The trust
received cash consideration of $199,918,000 ($200,000,000 principal amount,
less a discount of $82,000) from the initial purchaser, and the trust
distributed this cash consideration to the Company.
28
<PAGE>
At December 31, 1997, the Company had outstanding borrowings under a
commercial paper program of approximately $2.3 billion. Under such program,
the Company from time to time issues, primarily to institutional investors,
notes having a maturity of nine months or less, which notes are exempt from
the registration requirements of the Securities Act pursuant to Section
3(a)(3) thereof.
There is currently no public trading market for the Company's Common Stock.
The Company is prohibited from paying dividends on Common Stock unless all
declared dividends on all outstanding shares of Series C Preferred Stock have
been paid and full cumulative dividends on all outstanding shares of the
Company's Cumulative Perpetual Senior Preferred Stock, Series A have been
paid. All such preferred stock dividends have been paid to date. In 1997 and
1996, the Company declared and paid dividends of $69 million and $58 million,
respectively, on the Common Stock to HIC. Of the dividends paid in 1997, the
Company paid $43 million in cash and $26 million in preferred stock issued by
International Group.
29
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The results of operations and balance sheet data of the Company for each of
the years in the three-year period ended December 31, 1997 and as of December
31, 1997 and 1996, respectively, were derived from the audited Consolidated
Financial Statements of the Company, and the notes thereto, appearing
elsewhere in this Form 10-K. The results of operations and balance sheet data
for each of the years in the two-year period ended December 31, 1994 and as of
December 31, 1995, 1994 and 1993, respectively, except 1994 and 1993 net
income applicable to common stock, were derived from audited consolidated
financial statements of the Company, and the notes thereto, which are not
presented herein. The data presented below should be read in conjunction with
"Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the Consolidated Financial Statements, and the
notes thereto, appearing elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------
1997(1) 1996 1995 1994 1993
------- ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Interest income....................... $ 924 $ 807 $ 851 $ 702 $ 620
Interest expense...................... 516 452 464 336 264
------- ------ ------ ------ ------
Net interest income................. 408 355 387 366 356
Fees and other income................. 206 79 148 117 88
Factoring commissions................. 104 55 50 53 50
Income of international joint
ventures............................. 36 44 35 21 23
------- ------ ------ ------ ------
Operating revenues.................. 754 533 620 557 517
Operating expenses.................... 357 247 216 195 174
Provision for losses.................. 164 103 223 188 210
------- ------ ------ ------ ------
Income before income taxes and
minority interest.................. 233 183 181 174 133
Income tax provision.................. 66 43 49 51 11
Minority interest..................... 9 7 7 5 5
------- ------ ------ ------ ------
Net income.......................... $ 158 $ 133 $ 125 $ 118 $ 117
======= ====== ====== ====== ======
Net income applicable to common
stock.............................. $ 144 $ 123 $ 115 $ 108 $ 107
<CAPTION>
DECEMBER 31,
---------------------------------------
1997(1) 1996 1995 1994 1993
------- ------ ------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Receivables........................... $10,722 $8,529 $8,085 $7,616 $7,062
Allowance for losses of receivables... (261) (225) (229) (231) (221)
Equity and real estate investments.... 488 419 428 399 167
Debt securities....................... 311 251 152 69 55
Operating leases...................... 195 135 113 166 148
Investment in international joint
ventures............................. 198 272 233 174 144
Total assets.......................... 12,861 9,926 9,638 8,476 7,913
======= ====== ====== ====== ======
Commercial paper and short-term
borrowings........................... 3,432 2,745 2,223 2,451 1,981
Long-term debt........................ 6,004 4,761 5,145 3,930 3,968
------- ------ ------ ------ ------
Total debt............................ $ 9,436 $7,506 $7,368 $6,381 $5,949
======= ====== ====== ====== ======
Total liabilities..................... $11,096 $8,402 $8,208 $7,107 $6,625
Preferred stock....................... 275 125 125 125 125
Common equity......................... 1,403 1,342 1,259 1,205 1,128
------- ------ ------ ------ ------
Total stockholders' equity........ $ 1,678 $1,467 $1,384 $1,330 $1,253
======= ====== ====== ====== ======
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
AS OF, OR FOR THE YEAR ENDED,
DECEMBER 31,
---------------------------------------
1997(1) 1996 1995 1994 1993
------- ------ ------ ------ ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C>
SELECTED DATA AND RATIOS:
PROFITABILITY
Net interest income as a percentage
of AFE(2).......................... 4.0% 4.1% 4.6% 4.7% 4.7%
Non-interest operating revenues as a
percentage of AFE(2)............... 3.5 2.0 2.7 2.5 2.2
Operating revenues as a percentage
of AFE(2).......................... 7.5 6.1 7.3 7.2 6.9
Return on average common
stockholders' equity(3)............ 10.5 9.4 9.3 9.2 10.0
Return on AFE(2).................... 1.6 1.5 1.5 1.5 1.6
Ratio of earnings to combined fixed
charges and preferred stock
dividends(4)....................... 1.39x 1.36x 1.34x 1.45x 1.44x
Salaries and general operating
expenses as a percentage of
AFE(2)............................. 3.5% 2.8% 2.6% 2.5% 2.3%
Ratio of operating expenses to
operating revenues................. 47.3 46.3 34.8 35.0 33.7
Common dividend payout ratio(5)..... 47.7 47.2 47.0 20.4 1.9
CREDIT QUALITY
Ratio of earning loans delinquent 60
days or more to receivables........ 1.4% 1.7% 1.4% 1.4% 2.1%
Ratio of net writedowns to average
lending assets..................... 1.5 1.3 2.9 2.4 2.8
Ratio of total nonearning assets to
total lending assets............... 1.4 3.3 3.6 4.0 5.9
Ratio of allowance for losses of
receivables to receivables......... 2.4 2.6 2.8 3.0 3.1
Ratio of allowance for losses of
receivables to net writedowns...... 1.8x 2.1x 1.0x 1.3x 1.1x
Ratio of allowance for losses of
receivables to nonearning impaired
receivables........................ 185.1% 85.2% 87.7% 81.3% 83.7%
LEVERAGE
Ratio of debt (net of short-term
investments) to total stockholders'
equity............................. 5.2x 5.0x 5.0x 4.7x 4.7x
Ratio of commercial paper and short-
term borrowings to total debt...... 36.4% 36.6% 30.2% 38.4% 33.3%
OTHER
Total lending assets and
investments(6)..................... $11,928 $9,620 $9,039 $8,443 $7,742
Funds employed(2)................... 10,673 9,030 8,542 7,991 7,309
Total managed assets(7)............. 11,800 9,574 9,137 8,414 7,422
Number of employees................. 2,339 1,527 1,487 1,404 1,307
Number of office locations.......... 63 52 36 33 24
</TABLE>
- --------
(1) The financial data presented for 1997 reflect the Company's purchase
(through its subsidiary, International Group) of its joint venture
partner's interest in Factofrance in April 1997, which resulted in
Factofrance being reported on a consolidated basis with the Company as of
the date of acquisition. The consolidation of Factofrance resulted in
increases of $2.0 billion, $94 million, $59 million and 570 in total
assets, operating revenues, operating expenses and number of employees,
respectively, during 1997 as compared to 1996.
(2) Funds employed include lending assets and investments, less credit
balances of factoring clients. The Company believes funds employed are
indicative of the dollar amount which it has loaned
31
<PAGE>
to borrowers. Average funds employed ("AFE") reflect the average of
lending assets and investments, less credit balances of factoring clients.
(3) Return on average common stockholders' equity is computed as net income
less preferred stock dividends paid divided by average total stockholders'
equity net of preferred stock.
(4) The ratio of earnings to combined fixed charges and preferred stock
dividends is calculated by dividing (i) income before income taxes,
minority interest and fixed charges by (ii) fixed charges plus preferred
stock dividends.
(5) Common dividend payout ratio is computed as common dividends paid, divided
by net income applicable to common stock.
(6) Total lending assets and investments consist of receivables, repossessed
assets, equity and real estate investments, operating leases, debt
securities and investments in international joint ventures.
(7) Total managed assets include funds employed, plus receivables previously
securitized or sold and currently managed by the Company.
32
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Selected Financial Data and Consolidated Financial Statements, including the
notes thereto, appearing elsewhere in this Form 10-K. The following discussion
and analysis contains certain "forward-looking statements" (as defined in
Section 21E of the Exchange Act), which are generally identified by the words
"anticipates", "believes", "estimates", "expects", "plans", "intends" and
similar expressions. Such statements are subject to certain risks,
uncertainties and contingencies, which could cause the Company's actual
results, performance or achievements to differ materially from those expressed
in, or implied by, such statements. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations--Special Note
Regarding Forward-Looking Statements".
GENERAL
The Company is in the commercial finance business, providing primarily
collateralized financing and leasing products and related services to mid-
sized and small businesses in the United States and selected international
markets. The Company's operating revenues can be classified in two broad
categories: (i) net interest income and (ii) non-interest income. Net interest
income represents the total interest income earned by the Company, principally
through its financing and leasing activities, less the total interest expense
paid by the Company on its interest bearing liabilities, which largely relate
to the funding of these financing and leasing activities. Non-interest income
consists of factoring commissions, income from investments in international
joint ventures, and fees and other income. Fees include loan servicing income,
late fees, structuring fees, syndication fees and prepayment fees. Other
income includes real estate participation income, gains from investments and
from sales and securitizations of lending assets, and equipment residual
gains. The Company's primary expenses, other than interest expense, are
operating expenses, including employee compensation and general and
administrative expenses, and provisions for credit losses.
Prior to 1990, the Company's portfolio was not well-diversified with regard
to client concentration and consisted primarily of highly leveraged Corporate
Finance and Real Estate Finance assets. The pre-1990 portfolio contained
assets with a substantial amount of risk, which resulted in a significant
amount of net writedowns. The aggregate net writedowns on the lending assets
in the pre-1990 portfolio were $1.1 billion between 1991 and 1997. Since 1990,
the Company has changed its strategy and focused its efforts on decreasing the
risk of its Corporate Finance and Real Estate Finance businesses through
higher cash flow and collateral coverages, smaller retained positions and
greater liquidity, while building its Asset Based Finance businesses which
rely on more liquid collateral with more predictable value. As a result, the
Company has built a lower risk, though lower margin, well-diversified
portfolio, with stronger collateralization. For these reasons, the Company
categorizes its pre-1990 portfolio and its current portfolio separately. While
building its current portfolio, the Company has substantially reduced its pre-
1990 portfolio by over $5 billion since December 31, 1990 to $492 million at
December 31, 1997 and expects such portfolio's impact to be insignificant
beginning in 1998.
In April 1997, the Company's subsidiary, International Group, completed its
acquisition of Factofrance, the leading factoring company in France, from the
Company's joint venture partner. Through this acquisition, International Group
increased its ownership interest in Factofrance from 48.8% to 97.6%, which
resulted in Factofrance being reported on a consolidated basis with the
Company as of the date of purchase. Operating revenues, operating expenses,
factoring commissions and fees and other income increased by $94 million, $59
million, $51 million and $20 million, respectively, for the year ended
December 31, 1997 as a result of the Company's accounting for Factofrance's
results on a consolidated basis. In addition, income of international joint
ventures declined by $8 million, primarily due to this consolidation of
Factofrance. This acquisition had a modest favorable impact on the Company's
1997 net income.
33
<PAGE>
On February 26, 1998, the Company is filing a registration statement in
connection with a contemplated initial public offering of its Class A Common
Stock (the "Offering"). Fuji Bank would maintain majority ownership of the
Company immediately following the Offering. The timing and the terms of the
Offering have not yet been determined.
In connection with the contemplated Offering, the Company's Board of
Directors has authorized the Company to purchase the 21% interest of Fuji Bank
in International Group for total cash consideration of approximately $85
million. If completed, this acquisition would be accounted for in a manner
similar to a pooling of interests, and the Company's net income would no
longer be reduced by a minority interest in International Group. Restating the
Company's net income to account for this transaction in a manner similar to a
pooling of interests would increase reported net income by $10 million in 1997
and 1996. Beginning in the first quarter of 1998, the Company would incur
ongoing costs associated with this acquisition, including interest expense
related to the purchase price and certain income tax expenses that would be
incurred due to the inclusion of International Group in the Company's
consolidated U.S. federal income tax return. The Company currently estimates
that the effect on net income of these costs and expenses would be
approximately $5 million per year. See "Item 13. Certain Relationships and
Related Transactions--Purchase of Interest in International Group from Fuji
Bank".
On February 24, 1998, the Company declared and paid to FAHI a $450 million
dividend in the form of a promissory note. This note, which is subordinated to
all senior indebtedness of the Company, bears interest at a rate of LIBOR plus
0.50% per annum and matures on February 24, 2004. This note may be prepaid at
any time without premium or penalty. The Company anticipates repaying this
note with net proceeds from the Offering.
The Company's results of operations may vary significantly from quarter to
quarter based upon the timing of certain events, such as securitizations and
net investment gains. For example, the Company expects to securitize
approximately $1 billion of CMBS receivables in the first or second quarter of
1998. The Company anticipates that this securitization may generate a gain
that will cause operating revenues and net income in the quarter in which such
securitization occurs to be higher than those in other quarters of 1998. See
"Item 1. Business--Real Estate Finance" and Note 18 to the Consolidated
Financial Statements.
YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996
RESULTS OF OPERATIONS
OVERVIEW. For the year ended December 31, 1997, the Company's net income
totalled $158 million compared with $133 million for the prior year, an
increase of 19%, representing the Company's fifth consecutive year of record
net income. Net income applicable to common stock was $144 million for the
year ended December 31, 1997, which represented an increase of 17%, from $123
million for the prior year. This reflected an increase of $221 million, or
41%, in operating revenues, due to growth in both net interest income and non-
interest income. Of the increase in operating revenues, $94 million, or 43%,
related to the consolidation of Factofrance. Operating revenues as a
percentage of AFE rose to 7.5% in 1997 from 6.1% in 1996. See "--Operating
Revenues--Non-Interest Income". For the year ended December 31, 1997, new
business volume, which does not include factoring volume, totalled a record
$6.0 billion, an increase of 47% over the prior year. This increase was the
result of the Company's significant investment in building leadership
positions in its businesses and in expanding market coverage. The Company's
factoring volume totalled $15.5 billion in 1997, an $8.5 billion increase from
the prior year, primarily due to the consolidation of Factofrance. The credit
quality of the Company's portfolio was demonstrated by the low level of
nonearning assets, which totalled $155 million, or 1.4% of lending assets, at
December 31, 1997. In addition, the Company's allowance for losses of
receivables at year end was significantly in excess of 100% of nonearning
impaired receivables. The Company's pre-1990 portfolio was substantially
reduced during 1997 and, as of December 31, 1997, represented 4% of total
lending assets and investments. See "Item 1. Business--Risk Management--
Portfolio Quality--Pre-1990 Portfolio".
34
<PAGE>
OPERATING REVENUES. The following table summarizes the Company's operating
revenues for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER
31,
-----------------------------
1997 1996
-------------- --------------
PERCENT PERCENT
AMOUNT OF AFE AMOUNT OF AFE
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net interest income........................ $408 4.0% $355 4.1%
Non-interest income:
Fees and other income.................... 206 2.1 79 0.9
Factoring commissions.................... 104 1.0 55 0.6
Income of international joint ventures... 36 0.4 44 0.5
---- --- ---- ---
Total operating revenues............... $754 7.5% $533 6.1%
==== === ==== ===
</TABLE>
Excluding the impact of the consolidation of Factofrance, operating revenues
increased by 24% in 1997 from the prior year.
Net Interest Income. The following table summarizes the Company's net
interest income for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE
YEAR
ENDED
DECEMBER
31, INCREASE/(DECREASE)
---------- ---------------------
1997 1996 AMOUNT PERCENT
---- ---- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Interest income...................... $924 $807 $ 117 14.5%
Interest expense..................... 516 452 64 14.2
---- ---- ---------
Net interest income................ $408 $355 $ 53 14.9
==== ==== =========
Net interest income as a percentage
of AFE............................ 4.0% 4.1%
</TABLE>
Net interest income totalled $408 million for the year ended December 31,
1997, an increase of $53 million, or 15%, from the comparable prior year
period. This increase reflected growth in lending assets and investments and
the consolidation of Factofrance, which contributed $28 million to this
increase. Net interest margin as a percentage of AFE decreased to 4.0% at
December 31, 1997 from 4.1% at December 31, 1996. This decline reflected the
continued growth of the Company's lower risk, but lower yielding, Asset Based
Finance products, competitive pricing pressures in certain product groups and
higher originations of CMBS, which carry a lower yield than other products of
the Company.
Interest rates charged by the Company vary depending on risks and maturities
of loans, competition, current costs of borrowing to the Company, state usury
laws and other governmental regulations. The Company's portfolio of
receivables earns interest at both variable and fixed rates. The variable
rates float in accordance with various agreed upon reference rates, including
LIBOR, the Prime Rate, the Treasury Bill Rate and corporate based lending
rates.
The Company uses interest rate swaps as an important tool for financial risk
management, which enables it to match more closely the interest rate and
maturity characteristics of its assets and liabilities. As such, interest rate
swaps are used to change the characteristics of fixed rate debt to that of
variable rate liabilities, to alter the characteristics of specific fixed rate
asset pools to more closely match the interest terms of the underlying
financing and to modify the variable rate basis of a liability to more closely
match the variable rate basis used for variable rate receivables. A
comparative analysis of the year-end principal outstanding and average
interest rates paid by the Company on its
35
<PAGE>
debt as of December 31, 1997 and 1996, before and after giving effect to
interest rate swaps, is shown in the following table:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
1997 1996
--------------------- ---------------------
YEAR-END BEFORE AFTER YEAR-END BEFORE AFTER
BALANCE SWAPS SWAPS BALANCE SWAPS SWAPS
-------- ------ ----- -------- ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Commercial paper--domestic
and foreign.............. $2,560 5.71% N/A $2,576 5.63% N/A
Fixed rate debt........... 3,951 6.90 6.67% 2,905 7.02 6.62%
Variable rate debt........ 2,051 5.44 6.01 1,859 4.85 5.78
------ ------
Total................... $8,562 6.19 6.44 $7,340 5.98 6.29
====== ======
</TABLE>
Non-Interest Income. The following table summarizes the Company's non-
interest income for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ----------------------
1997 1996 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Factoring commissions............ $ 104 $ 55 $ 49 89.1%
Income of international joint
ventures........................ 36 44 (8) (18.2)
Fees and other income:
Fee income and other (1)....... 84 52 32 61.5
Net investment gains........... 69 3 66 N/M
Real estate participation
income........................ 27 24 3 12.5%
Securitization gains........... 26 0 26 --
----- ----- ---------
Total fees and other income.. $ 206 $ 79 $ 127 160.8
----- ----- ---------
Total non-interest income.. $ 346 $ 178 $ 168 94.4
===== ===== =========
Non-interest income as a
percentage of AFE............... 3.5% 2.0%
</TABLE>
--------
(1) Fee income and other consists primarily of loan servicing income,
late fees, prepayment fees, other miscellaneous fees and equipment
residual gains.
The Company's non-interest income is composed of factoring commissions,
income of international joint ventures and fees and other income. Factoring
commissions increased $49 million, or 89%, from 1996 to 1997 due primarily to
the consolidation of Factofrance in 1997, as a result of which the Company
believes it became the largest factor in the world.
Income of international joint ventures represents the Company's share of the
annual earnings or losses of joint ventures. The Company includes this income
as part of operating revenues because these joint ventures have been, and will
continue to be, an integral part of the Company's strategy, as evidenced by
investments in joint ventures with operations in 15 countries, many of which
have been operating for over 25 years. The $8 million decrease in income from
international joint ventures from 1996 to 1997 was due primarily to the
consolidation of Factofrance.
Fees and other income totalled $206 million for 1997, an increase of $127
million from the prior year, due to increases in net investment gains,
securitization gains and fee income and other. Fee income and other increased
due to $20 million from the consolidation of Factofrance, and a $10 million
gain resulting from the termination of the Company's agreement with Belgravia.
See "Item 1. Business--Real Estate Finance".
36
<PAGE>
Net investment gains increased $66 million during 1997 due to a lower level
of losses and writedowns in 1997, as compared to 1996. Gross investment gains
were $119 million and $106 million, while losses and writedowns on investments
were $50 million and $103 million, in 1997 and 1996, respectively. Losses and
writedowns on equity investments were higher in 1996 primarily due to
writedowns during the year totalling $53 million on one pre-1990 Corporate
Finance investment. Net investment gains are generated primarily from
investment activity by Corporate Finance and junior participating lending
activity by Real Estate Finance. The Company also has certain investments from
its pre-1990 portfolio and from direct equity investment activities, an area
in which the Company is no longer pursuing new transactions, which
historically have added significant volatility to the level of net investment
gains. As a result of the pursuit of smaller individual transaction sizes by
Corporate Finance and Real Estate Finance and the significant liquidation of
the pre-1990 and direct equity portfolios, the Company expects that, while net
investment gains will vary from year to year, the level of this volatility
will be reduced. The Company also recognized a $7 million gain in 1997 as a
result of changing to the equity method of accounting for limited partnerships
and fund investments.
During 1997, the Company generated $26 million of securitization gains,
primarily through a CMBS securitization in the second quarter. The Company did
not retain any residual risk in this securitization transaction, as all of the
securities were sold to third parties on a non-recourse basis. The Company
expects to periodically securitize CMBS and other receivables in the future.
See "Item 1. Business--Real Estate Finance".
OPERATING EXPENSES. The following table summarizes the Company's operating
expenses for the years ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ---------------------
1997 1996 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Salaries and other compensation.... $ 214 $ 154 $ 60 39.0%
General and administrative
expenses.......................... 143 93 50 53.8
----- ----- ---------
Total............................ $357 $247 $ 110 44.5
===== ===== =========
Operating expenses as a percentage
of AFE............................ 3.5% 2.8%
</TABLE>
Operating expenses, excluding the impact of the Factofrance consolidation,
increased by $51 million, or 21%, in 1997, as compared to 1996. This increase
was primarily due to the Company's continued investment in developing
leadership positions for its Asset Based Finance businesses and expansion of
loan origination and portfolio management resources in the Company's CMBS loan
area, the opening of 11 new offices, increased investment in technology and
higher costs associated with record new business originations.
ALLOWANCE FOR LOSSES. The following table summarizes the changes in the
Company's allowance for losses of receivables, including the Company's
provision for losses of receivables and repossessed assets, for the years
ended December 31, 1997 and 1996:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ----------------------
1997 1996 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Balance at the beginning of the
year.......................... $ 225 $ 231 $ (6) (2.6)%
Provision for losses......... 164 103 61 59.2
Writedowns................... (169) (163) (6) (3.7)
Recoveries................... 23 55 (32) (58.2)
Factofrance consolidation.... 18 -- 18 N/M
Transfers and other.......... -- (1) 1 N/M
----- ----- ---------
Balance at the end of the
year.......................... $ 261 $ 225 $ 36 16.0%
===== ===== =========
</TABLE>
37
<PAGE>
The provision for losses increased to $164 million in 1997 from $103 million
in 1996. This increase primarily resulted from provisions due to growth in
lending assets, combined with lower levels of recoveries in 1997. Gross
writedowns were slightly higher than the prior year at $169 million for 1997
versus $163 million for 1996, while recoveries totalled $23 million in 1997
versus $55 million for 1996. Net writedowns on the current portfolio totalled
$62 million, or 0.6% of total average lending assets, in 1997 versus $41
million, or 0.5% of total average lending assets, in 1996. The Company expects
lower levels of writedowns in future periods due to significantly lower
writedowns on the pre-1990 portfolio.
INCOME TAXES. The Company's effective income tax rate was 28% for 1997 and
23% for 1996, in each case below the statutory rate due to the use of foreign
tax credits, the effect of earnings from international joint ventures and
certain favorable tax issue resolutions. The effective tax rates for 1997 and
1996 were reduced by the effects of nonrecurring items, including $15 million
of net foreign tax credit carryover utilization in 1997. In future periods,
the Company expects its effective tax rate to more closely approximate the
statutory rate.
LENDING ASSETS AND INVESTMENTS
Total lending assets and investments increased $2.3 billion, or 24%, during
1997 reflecting record new business originations of $6.0 billion, a $1.5
billion increase from the consolidation of Factofrance and $5.3 billion of
paydowns, loan sales, syndications and securitizations. During 1997, new
business volume represented a 47% increase over 1996, as the Company realized
the benefit of the market positions held by Asset Based Finance, Corporate
Finance and Real Estate Finance. In addition, the Company liquidated 50% of
the remaining portion of its pre-1990 portfolio, which as of December 31, 1997
represented 4% of total lending assets and investments. The following table
presents the Company's lending assets (which consist of receivables and
repossessed assets) and investments by business line and asset type as of
December 31, 1997 and 1996:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------------
1997 1996
------------------ --------------
AMOUNT PERCENT AMOUNT PERCENT
------- ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
BY BUSINESS CATEGORY:
Asset Based Finance................... $ 4,726 40% $4,258 44%
International Group (1)............... 2,361(2) 20(2) 609 6
Real Estate Finance................... 2,093 18 1,514 16
Corporate Finance..................... 2,010 17 2,016 21
Project Finance....................... 144 1 160 2
Pre-1990 portfolio.................... 492 4 979 10
Other................................. 102 -- 84 1
------- --- ------ ---
Total lending assets and
investments........................ $11,928 100% $9,620 100%
======= === ====== ===
BY ASSET TYPE:
Receivables........................... $10,722 90% $8,529 89%
Repossessed assets.................... 14 -- 14 --
------- --- ------ ---
Total lending assets................ 10,736(2) 90(2) 8,543 89
Equity and real estate investments.... 488 4 419 4
Debt securities....................... 311 3 251 3
Operating leases...................... 195 1 135 1
International joint ventures.......... 198 2 272 3
------- --- ------ ---
Total lending assets and
investments........................ $11,928 100% $9,620 100%
======= === ====== ===
Total managed assets................ $11,800 $9,574
Funds employed...................... $10,673 $9,030
</TABLE>
- --------
(1) Includes $198 million in investments in international joint ventures,
representing 2% of total lending assets and investments, in 1997, and
$272 million in investments in international joint ventures,
representing 3% of total lending assets and investments, in 1996.
(2) Reflects the consolidation of Factofrance in April 1997.
38
<PAGE>
The Company's portfolio is concentrated in secured asset based lending, as
the combined domestic and consolidated international asset based finance
portfolios totalled nearly $7 billion in lending assets and investments, or
58% of total lending assets and investments, at December 31, 1997. During
1997, the Asset Based Finance portfolio, substantially all of which is
domestic, grew to $4.7 billion in lending assets and investments, or 40% of
total lending assets and investments, at December 31, 1997, due to a 32%
increase in new business originations. Real Estate Finance grew to $2.1
billion in lending assets and investments at December 31, 1997, as
originations of CMBS receivables totalled $1.1 billion in 1997 versus $500
million in 1996. The Company anticipates securitizing approximately $1 billion
of CMBS receivables in the first or second quarter of 1998, and Real Estate
Finance assets are expected to decline in the quarter in which such
securitization occurs. Corporate Finance generated new business volume of over
$1.3 billion, but its lending assets and investments remained unchanged, due
primarily to syndications and runoff in the portfolio.
Concentrations of lending assets of 5% or more at December 31, 1997 and
1996, based on the standard industrial classifications of the borrowers, were
as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1997 1996
-------------- --------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
General industrial machines............... $637 6% $500 6%
Food, grocery and miscellaneous retail.... 603 6 669 8
Business services......................... 556 5 435 5
Department and general merchandise retail
stores................................... 511 5 987 12
</TABLE>
The general industrial machines classification is distributed among
machinery used for many different industrial applications. The majority of
lending assets in the food, grocery and miscellaneous retail category are
revolving and term facilities with borrowers that are primarily in the
business of manufacturing and retailing of food products. The business
services category is primarily comprised of computer and data processing
services, credit reporting and collection and miscellaneous business services.
The department and general merchandise retail stores category is primarily
comprised of factored accounts receivable, which represent short-term trade
receivables from numerous customers. The reduction in department and general
merchandise retail stores lending assets in 1997 reflected the sale of $500
million of factored accounts receivable under a $550 million factored accounts
receivable facility. See "--Liquidity and Capital Resources".
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995
RESULTS OF OPERATIONS
OVERVIEW. During 1996, the Company made significant progress in developing
the market positions and operating platforms of its Asset Based Finance
businesses and strengthening asset quality through the addition of lower risk
assets and the significant reduction of pre-1990 Corporate Finance and Real
Estate Finance assets. Despite the costs of these efforts, the Company was
able to increase net income to $133 million for the year ended December 31,
1996, representing a 6% increase over the prior year. This increase was due to
a significantly lower provision for losses, which more than offset the
reduction in operating revenues and the increase in spending for developing
businesses. The decline in the provision for losses was a result of the
continued strong credit quality of the newer Asset Based Finance businesses
and the current Corporate Finance and Real Estate Finance portfolios,
significant decrease in gross writedowns on the pre-1990 portfolio and the
recognition of several large recoveries on the pre-1990 portfolio. The
reduction in operating revenues reflected the shift in the Company's portfolio
to lower risk, but also lower yielding, assets, coupled with lower net
investment gains and a decline in the level of fee accelerations.
39
<PAGE>
OPERATING REVENUES. The following table summarizes the Company's operating
revenues for the years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------------
1996 1995
-------------- --------------
PERCENT PERCENT
AMOUNT OF AFE AMOUNT OF AFE
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Net interest income........................ $355 4.1% $387 4.6%
Non-interest income:
Fees and other income.................... 79 0.9 148 1.7
Factoring commissions.................... 55 0.6 50 0.6
Income of international joint ventures... 44 0.5 35 0.4
---- --- ---- ---
Total operating revenues............... $533 6.1% $620 7.3%
==== === ==== ===
</TABLE>
Net Interest Income. The following table summarizes the Company's net
interest income for the years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31, INCREASE/(DECREASE)
-------------------- ----------------------
1996 1995 AMOUNT PERCENT
--------- --------- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Interest income.......... $ 807 $ 851 $ (44) (5.2)%
Interest expense......... 452 464 (12) (2.6)
--------- --------- ---------
Net interest income.... $ 355 $ 387 $ (32) (8.3)
========= ========= =========
Net interest income as
a percentage of AFE... 4.1% 4.6%
</TABLE>
Net interest income decreased by 8.3% in 1996 as compared to 1995,
reflecting the continued shift of the portfolio to lower risk, but also lower
yielding, Asset Based Finance products, competitive pricing pressures and
lower levels of fee accelerations. Interest income yields decreased to 10.8%
during 1996 from 11.7% in 1995. Interest expense decreased to 6.5% in 1996
from 6.9% in 1995 due to the decline in the average borrowing rate.
A comparative analysis of the year-end principal outstanding and average
interest rates paid by the Company on its debt as of December 31, 1996 and
1995, before and after giving effect to interest rate swaps, is shown in the
following table:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------
1996 1995
--------------------- ---------------------
YEAR-END BEFORE AFTER YEAR-END BEFORE AFTER
BALANCE SWAPS SWAPS BALANCE SWAPS SWAPS
-------- ------ ----- -------- ------ -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Commercial paper--
domestic and foreign..... $2,576 5.63% N/A $2,067 5.96% N/A
Fixed rate debt........... 2,905 7.02 6.62% 2,699 7.26 6.91%
Variable rate debt........ 1,859 4.85 5.78 2,449 5.59 6.36
------ ------
Total................... $7,340 5.98 6.29 $7,215 6.32 6.65
====== ======
</TABLE>
40
<PAGE>
Non-Interest Income. The following table summarizes the Company's non-
interest income for the years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ----------------------
1996 1995 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Factoring commissions........... $ 55 $ 50 $ 5 10.0%
Income of international joint
ventures....................... 44 35 9 25.7
----- ----- ---------
Fees and other income:
Fee income and other(1)....... 52 49 3 6.1
Net investment gains.......... 3 74 (71) N/M
Real estate participation
income....................... 24 24 -- --
Securitization gains.......... -- 1 (1) N/M
----- ----- ---------
Total fees and other
income..................... $ 79 $ 148 $ (69) (46.6)%
===== ===== =========
Total non-interest
income................... $ 178 $ 233 $ (55) (23.6)
===== ===== =========
Non-interest income as a
percentage of AFE.............. 2.0% 2.7%
</TABLE>
--------
(1) Fee income and other consists primarily of loan servicing income, late
fees, prepayment fees, other miscellaneous income and equipment
residual gains.
Factoring commissions during 1996 totalled $55 million, increasing 10% from
1995 due to an increase in factoring volume. Income of international joint
ventures increased by 26% during 1996, primarily due to earnings growth from
European joint ventures in the Netherlands and France. Net investment gains
were $3 million for 1996, as compared to $74 million in 1995. Gross investment
gains were $106 million and $133 million, while losses and writedowns were
$103 million and $59 million, in 1996 and 1995, respectively. Losses and
writedowns on equity investments were higher in 1996 primarily due to
writedowns during the year totalling $53 million on one pre-1990 Corporate
Finance investment.
OPERATING EXPENSES. The following table summarizes the Company's operating
expenses for the years ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ----------------------
1996 1995 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Salaries and other compensation.. $ 154 $ 135 $ 19 14.1%
General and administrative
expenses........................ 93 81 12 14.8
----- ----- ---------
Total.......................... $ 247 $ 216 $ 31 14.4
===== ===== =========
Operating expenses as a
percentage of AFE............... 2.8% 2.6%
</TABLE>
During 1996, operating expenses grew 14% versus 1995 primarily due to the
Company's continued investments in developing the products and services of its
Asset Based Finance businesses.
41
<PAGE>
ALLOWANCE FOR LOSSES. The following table summarizes the changes in the
Company's allowance for losses of receivables, including the Company's
provision for losses of receivables and repossessed assets, for the years
ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31, INCREASE/(DECREASE)
------------ ----------------------
1996 1995 AMOUNT PERCENT
----- ----- --------- ----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Balance at the beginning of the
year........................... $ 231 $ 237 $ (6) (2.5)%
Provision for losses.......... 103 223 (120) (53.8)
Writedowns.................... (163) (259) (96) N/M
Recoveries.................... 55 28 27 96.4%
Transfers and other........... (1) 2 (3) N/M
----- ----- ---------
Balance at end of the year...... $ 225 $ 231 $ (6) (2.6)%
===== ===== =========
</TABLE>
The provision for losses decreased dramatically from 1995 to 1996 as a
result of the lower writedowns and increased recoveries, primarily from the
pre-1990 portfolio. Gross writedowns were $163 million and $259 million, while
recoveries totalled $55 million and $28 million, for 1996 and 1995,
respectively. The credit quality of the current portfolio was demonstrated by
net writedowns on the current portfolio totalling $41 million, or 0.50% of
total average lending assets, in 1996 versus $45 million, or 0.60% of total
average lending assets, in 1995.
INCOME TAXES. The Company's effective income tax rate was 23% for 1996 and
27% for 1995, in each case below the statutory rate due to the effect of
earnings from international joint ventures, the use of foreign tax credits and
favorable tax issue resolutions.
LENDING ASSETS AND INVESTMENTS
Total lending assets and investments increased $581 million, or 6%, during
1996, as the Company continued to grow its lower risk Asset Based Finance
businesses and reduce its pre-1990 portfolio. As of December 31, 1996, the
domestic Asset Based Finance portfolio continued to be the largest business
category, representing 44% of lending assets and investments. The following
tables present lending assets and investments by business category and asset
type as of December 31, 1996 and 1995:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1995
-------------- --------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
BY BUSINESS CATEGORY:
Asset Based Finance......................... $4,258 44% $3,147 35%
Corporate Finance........................... 2,016 21 2,328 26
Real Estate Finance......................... 1,514 16 1,234 14
International Group(1)...................... 609 6 506 5
Project Finance............................. 160 2 186 2
Pre-1990 portfolio.......................... 979 10 1,526 17
Other....................................... 84 1 112 1
------ --- ------ ---
Total lending assets and investments...... $9,620 100% $9,039 100%
====== === ====== ===
</TABLE>
--------
(1) Includes $272 million in investments in international joint ventures,
representing 3% of total lending assets and investments, in 1996, and
$233 million in investments in international joint ventures,
representing 2% of total lending assets and investments, in 1995.
42
<PAGE>
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1995
-------------- --------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
BY ASSET TYPE:
Receivables................................. $8,529 89% $8,085 89%
Repossessed assets.......................... 14 -- 28 1
------ --- ------ ---
Total lending assets...................... 8,543 89 8,113 90
Equity and real estate investments.......... 419 4 428 5
Debt securities............................. 251 3 152 2
Operating leases............................ 135 1 113 1
International joint ventures................ 272 3 233 2
------ --- ------ ---
Total lending assets and investments...... $9,620 100% $9,039 100%
====== === ====== ===
Total managed assets...................... $9,574 $9,137
Funds employed............................ $9,030 $8,542
</TABLE>
The Company continued to develop a more balanced, lower risk asset based
portfolio in 1996 while maintaining the strong market positions of Corporate
Finance and Real Estate Finance. Asset diversification was improved with asset
growth of over $1 billion in the Asset Based Finance businesses in 1996, with
all five Asset Based Finance business groups contributing to this growth. None
of the Company's business groups represented more than 21% of the Company's
total portfolio at December 31, 1996. Corporate Finance had fundings of
approximately $900 million in 1996, but its assets and investments decreased
by $312 million in 1996, due primarily to syndications and runoff in the
portfolio.
The Company's investment in international joint ventures increased due to
the impact of undistributed income and an investment made in a factoring
company in Chile.
Concentrations of lending assets of 5% or more at December 31, 1996 and
1995, based on the standard industrial classifications of the borrowers, were
as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1995
-------------- --------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Department and general merchandise retail
stores.................................. $987 12% $774 10%
Food, grocery and miscellaneous retail... 669 8 568 7
General industrial machines.............. 500 6 392 5
Business services........................ 435 5 387 5
Textile and apparel manufacturing........ 403 5 529 7
</TABLE>
The department and general merchandise retail stores and the textiles and
apparel manufacturing categories were primarily comprised of factored accounts
receivable which represent short-term trade receivables from numerous
customers. The majority of lending assets in the food, grocery and
miscellaneous retail category were revolving and term facilities with
borrowers primarily in the business of manufacturing and retailing of food
products. The general industrial machines classification is distributed among
machinery used for many different industrial applications. The business
services category was primarily comprised of computer and data processing
services, credit reporting and collection, and miscellaneous business
services.
43
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company manages liquidity primarily by monitoring the relative
maturities of assets and liabilities and by borrowing funds through the U.S.
and international money and capital markets and bank credit markets to fund
asset growth and to meet debt obligations. The Company's primary sources of
funds are commercial paper borrowings, issuances of medium-term notes and
other debt securities and the securitizations, syndications and sales of
lending assets. During 1997, the Company's major funding requirements included
$6.0 billion of longer-term loans, leases and investments funded, $526 million
of short-term loans funded, the retirement of $1.4 billion of senior notes,
the acquisition of its joint venture partner's interest in Factofrance for
$174 million and common and preferred dividends of $57 million. The Company's
major sources of funding these requirements, other than $406 million of cash
flows from operations, included loan repayments and investment proceeds of
$3.1 billion, the sale, securitization or syndication of $1.7 billion of loans
and investments, and the issuance of $2.6 billion of senior notes and $150
million of Series B Preferred Stock. These sales reflected the Company's
strategy to limit the size of retained positions and to securitize, retaining
minimal to no residual risk, certain asset types, such as commercial mortgages
and equipment leases. These financing activities also enabled the Company to
reduce short-term debt by $279 million, excluding the effect of consolidating
Factofrance, and left the Company with $821 million in cash and short-term
investments at the end of 1997.
While the portfolio demonstrated increasing liquidity in both its longer
term loans and in the increased proportion of factored receivables and
revolving loans, the Company continued to maintain a conservative funding
posture, with commercial paper and short-term borrowings amounting to 36% of
total debt at December 31, 1997 compared to 37% at the end of 1996.
As of December 31, 1997, committed bank credit and asset sale facilities of
the Company totalled $4.0 billion and represented 122% of the Company's
outstanding commercial paper and short-term borrowings. Committed bank credit
and asset sale facilities in the United States also were well in excess of
100% of U.S. commercial paper borrowings at December 31, 1997. In April 1997,
the Company extended and increased its primary committed bank credit
facilities, which provide $3.0 billion of liquidity support under two equal
credit agreements, a 364-day facility expiring April 7, 1998 (which the
Company intends to renew) and a 5-year facility expiring April 8, 2002. In
addition, the consolidated international subsidiaries are funded primarily
through short-term money market and bank borrowings, which are supported by
$625 million of committed foreign bank credit facilities in local currencies.
The Company's factored accounts receivable facility allows the Company to
sell an undivided interest of up to $550 million in a designated pool of its
factored accounts receivable to five bank-supported conduits. As part of its
array of financing options, the Company utilized this facility during the
fourth quarter so that, as of December 31, 1997, the Company had sold
approximately $500 million of factored accounts receivable.
During the fourth quarter of 1997, the Company established a $400 million
committed warehouse line, which expires in June 1998, to finance CMBS. As of
December 31, 1997, the Company had borrowed $200 million under this facility,
which borrowings were paid off in January 1998.
In an effort to maintain a sound capital structure, in June 1997 the Company
privately issued $150 million of its Series B Preferred Stock at a purchase
price of $100 per share. Pursuant to registration rights of the holders of
Series B Preferred Stock, as of January 1998, all of the shares of the Series
B Preferred Stock had been exchanged for an equal number of shares of Series C
Preferred Stock, and the Series B Preferred Stock was subsequently retired as
a class. The Series C Preferred Stock is substantially identical to the Series
B Preferred Stock, except that the issuance of the Series C Preferred Stock
was registered under the Securities Act and therefore the certificates for the
shares of Series C Preferred Stock do not bear restrictive legends.
44
<PAGE>
In addition to these alternate sources of liquidity, the Company has access
to $500 million of additional liquidity support under the Keep Well Agreement
between the Company and Fuji Bank, dated as of April 23, 1983 and as
subsequently amended (the "Keep Well Agreement"). This agreement, which cannot
be terminated by either party prior to December 31, 2002, also provides that
Fuji Bank will maintain the net worth of the Company at an amount equal to
$500 million. Fuji Bank has never been required to make any capital
contribution or advance any funds to the Company under the Keep Well
Agreement. See "Item 13. Certain Relationships and Related Transactions--
Relationship with Fuji Bank--Keep Well Agreement".
The Company's ratio of debt (net of short-term investments) to total
stockholders' equity remained conservative relative to commercial finance
industry peers at 5.2 times at December 31, 1997 compared to 5.0 times at
December 31, 1996. Leverage and the level of commercial paper and short-term
borrowings continued to remain within ranges targeted by the Company to
maintain a strong financial position.
ACCOUNTING DEVELOPMENTS
The Company adopted Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" ("SFAS 125"), as amended by Statement of
Financial Accounting Standards No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125" ("SFAS 127") on January 1, 1997.
SFAS 125 uses a "financial components" approach that focuses on control to
determine the proper accounting for financial asset transfers and addresses
the accounting for servicing rights on financial assets in addition to
mortgage loans. Securitizations of finance receivables are accounted for as
sales when legal and effective control over the related receivables is
surrendered. Servicing assets or liabilities are recognized when the servicing
rights are retained by the seller, provided that a market rate servicing fee
is received which is above or below the costs of servicing.
In June 1997, the Financial Accounting Standards Board released Statement of
Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"),
which the Company has adopted effective January 1, 1998. This statement
establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.
Statement of Accounting Standards No. 131, "Disclosures About Segments of an
Enterprise and Related Information" ("SFAS 131") was also released in June
1997 and has also been adopted effective January 1, 1998. SFAS 131 requires
segments to be reported based on the way management organizes segments within
the Company for making operating decisions and assessing performance. SFAS 130
and SFAS 131 address financial statement disclosures and, as a result, will
not have an impact on the financial results of the Company.
YEAR 2000 COMPLIANCE
The Company has made, and will continue to make, certain investments in its
software applications and systems to ensure the Company's systems function
properly through and beyond the year 2000. The Company has three loan
processing systems, a lease processing system, a factoring system, and systems
for general ledger processing, payroll, accounts payable, fixed assets,
treasury and other smaller applications. The Company has established plans to
modify, upgrade or replace each of these systems for compliance with year 2000
and has established an overall plan to bring all of these systems into
compliance by the end of 1999. The Company continues to assess the impact of
the year 2000 issue on its consolidated international subsidiaries, which
includes the performance of risk assessments and the evaluation of the extent
of programming changes required to address the issue. The Company currently
estimates that the total costs of year 2000 compliance for the Company will be
below $25 million. Maintenance or modification costs will be expensed as
incurred, while the costs of new software will be capitalized and amortized
over the software's estimated useful life.
45
<PAGE>
The Company is also in the process of performing a risk assessment of its
joint venture companies' plans for year 2000 compliance and of the resulting
potential impact on the Company's investments in international joint ventures.
This assessment is expected to be completed in 1998.
The Company continues to bear some risk related to the year 2000 issue and
could be adversely affected if other entities (e.g., vendors and borrowers)
not affiliated with the Company do not appropriately address their own year
2000 compliance issues. The Company is working with its mainframe provider to
validate its plans for year 2000 compliance. In addition, the Company is
incorporating a year 2000 risk assessment into its underwriting and portfolio
management activities in order to evaluate its exposure due to any lack of
compliance on the part of its clients.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 10-K contains, and the documents incorporated by reference herein
contain, certain "forward-looking statements" (as defined in Section 21E of
the Exchange Act) that are based on the beliefs of the Company's management,
as well as assumptions made by, and information currently available to, the
Company's management. The words "anticipates", "believes", "estimates",
"expects", "plans", "intends" and similar expressions are intended to identify
these forward-looking statements, but are not the exclusive means of
identifying them. These forward-looking statements reflect the current views
of the Company or its management and are subject to certain risks,
uncertainties and contingencies which could cause the Company's actual
results, performance or achievements to differ materially from those expressed
in, or implied by, these statements. These risks, uncertainties and
contingencies include, but are not limited to, the following: (i) the success
or failure of the Company's efforts to implement its business strategy; (ii)
effects of economic conditions in the real estate markets, the capital markets
or certain other markets or industries served by the Company and the
performance of borrowers; (iii) changes in the volume and mix of earning
assets, the level of interest rates earned on those assets, the volume of
interest-bearing liabilities and the level of interest rates paid on those
interest-bearing liabilities; (iv) currency exchange rate fluctuations,
economic conditions and competition in international markets, and other
international factors; (v) actions of the Company's competitors and the
Company's ability to respond to such actions; (vi) the cost of the Company's
capital, which depends in part on the Company's portfolio quality, ratings,
prospects and outlook and general market conditions; (vii) the adequacy of the
Company's allowance for losses of receivables; (viii) the Company's ability to
attract and retain qualified and experienced management, sales and credit
personnel; and (ix) changes in governmental regulations, tax rates and similar
matters. The Company assumes no obligation to update publicly any forward-
looking statements, whether as a result of new information, future events or
otherwise.
46
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HELLER FINANCIAL, INC. AND SUBSIDIARIES
MANAGEMENT REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING
The management of Heller Financial, Inc. and its subsidiaries (the
"Company") is responsible for the preparation, integrity and objectivity of
the accompanying consolidated financial statements. The statements were
prepared in accordance with generally accepted accounting principles
reflecting, where applicable, management's best estimates and judgments. The
other financial information in the December 31, 1997 annual report filed on
Form 10-K is consistent with that contained in the consolidated financial
statements.
The Company's consolidated financial statements have been audited by Arthur
Andersen LLP, independent public accountants, selected by the holder of the
Company's common stock. Arthur Andersen LLP is engaged to audit the
consolidated financial statements and conducts such tests and related
procedures as it deems necessary in conformity with generally accepted
auditing standards. The opinion of the independent auditors, based upon their
audits of the consolidated financial statements, is contained in this Form 10-
K. Management has made available to Arthur Andersen LLP all the Company's
financial records and related data, as well as the minutes of the
stockholders' and directors' meetings.
Management is responsible for establishing and maintaining a system of
internal accounting controls and procedures to provide reasonable assurance
that assets are safeguarded and that transactions are authorized, recorded and
reported properly. The internal accounting control system is augmented by a
program of internal audits and appropriate reviews by management, written
policies and guidelines and careful selection and training of qualified
personnel. Management considers the internal auditors' and Arthur Andersen
LLP's recommendations concerning the Company's system of internal accounting
controls and takes action in a cost effective manner to appropriately respond
to these recommendations. Management believes that the Company's internal
accounting controls provide reasonable assurance that assets are safeguarded
against material loss from unauthorized use or disposition and that the
financial records are reliable for preparing financial statements and other
data and for maintaining accountability of assets.
Management also recognizes its responsibility for fostering a strong ethical
climate so that the Company's affairs are conducted according to the highest
standards of personal and corporate conduct. This responsibility is
characterized and reflected in the Company's code of ethical business
practices, which is publicized throughout the Company. The code of ethical
business practices addresses, among other things, the necessity of ensuring
open communication within the Company, potential conflicts of interest,
compliance with all domestic and foreign laws, including those relating to
financial disclosure, and the confidentiality of proprietary information.
Richard J. Almeida
Chairman and Chief Executive Officer
Lauralee E. Martin
Executive Vice President and Chief
Financial Officer
Lawrence G. Hund
Senior Vice President and Controller
47
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Heller Financial, Inc.:
We have audited the accompanying consolidated balance sheets of HELLER
FINANCIAL, INC. (a Delaware corporation) AND SUBSIDIARIES as of December 31,
1997 and 1996, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Heller Financial, Inc. and
Subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Chicago, Illinois
January 23, 1998
(Except with respect to the
matters discussed in Note 20,
as to which the date is
February 24, 1998)
48
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31,
--------------
ASSETS 1997 1996
------ ------- ------
(IN MILLIONS)
<S> <C> <C>
Cash and cash equivalents....................................... $ 821 $ 296
Receivables (Note 3)
Commercial loans
Term loans.................................................. 2,597 2,434
Revolving loans............................................. 1,674 1,493
Real estate loans............................................. 2,238 1,994
Factored accounts receivable.................................. 2,223 994
Equipment loans and leases.................................... 1,990 1,614
------- ------
Total receivables........................................... 10,722 8,529
Less: Allowance for losses of receivables (Note 3)............ 261 225
------- ------
Net receivables............................................. 10,461 8,304
Equity and real estate investments (Note 4)..................... 488 419
Debt securities (Note 4)........................................ 311 251
Operating leases (Note 4)....................................... 195 135
Investments in international joint ventures (Note 4)............ 198 272
Other assets (Note 4)........................................... 387 249
------- ------
Total assets................................................ $12,861 $9,926
======= ======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Senior debt (Note 5)
Commercial paper and short-term borrowings.................... $ 3,432 $2,745
Notes and debentures.......................................... 6,004 4,761
------- ------
Total debt.................................................. 9,436 7,506
Credit balances of factoring clients............................ 1,255 590
Other payables and accruals..................................... 405 306
------- ------
Total liabilities........................................... 11,096 8,402
Minority interest............................................... 87 57
Stockholders' equity (Notes 9 and 10)
Cumulative Perpetual Senior Preferred Stock, Series A......... 125 125
Noncumulative Perpetual Senior Preferred Stock, Series B...... 150 --
Class A Common Stock ($.25 par; 500,000,000 shares authorized;
no shares issued or outstanding) (Note 20)................... -- --
Class B Common Stock ($.25 par; 300,000,000 shares authorized;
51,050,000 shares issued and outstanding) (Notes 9 and 20)... 13 13
Additional paid in capital.................................... 672 675
Retained earnings............................................. 718 654
------- ------
Total stockholders' equity.................................. 1,678 1,467
------- ------
Total liabilities and stockholders' equity.................. $12,861 $9,926
======= ======
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
49
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
FOR THE YEAR
ENDED DECEMBER
31,
--------------
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Interest income................................................. $924 $807 $851
Interest expense................................................ 516 452 464
---- ---- ----
Net interest income........................................... 408 355 387
Fees and other income (Note 11)................................. 206 79 148
Factoring commissions........................................... 104 55 50
Income of international joint ventures.......................... 36 44 35
---- ---- ----
Operating revenues............................................ 754 533 620
Operating expenses (Note 12).................................... 357 247 216
Provision for losses (Note 3)................................... 164 103 223
---- ---- ----
Income before taxes and minority interest..................... 233 183 181
Income tax provision (Note 14).................................. 66 43 49
Minority interest............................................... 9 7 7
---- ---- ----
Net income.................................................... $158 $133 $125
==== ==== ====
Dividends on preferred stock.................................. $ 14 $ 10 $ 10
==== ==== ====
Net income applicable to common stock......................... $144 $123 $115
==== ==== ====
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
50
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-------------------------
1997 1996 1995
------- ------- -------
(IN MILLIONS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income........................................ $ 158 $ 133 $ 125
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses............................ 164 103 223
Losses from equity investments.................. 50 103 59
Amortization and depreciation................... 23 14 11
Provision for deferred tax asset (benefit)...... (19) 12 (50)
Increase (decrease) in accounts payable and
accrued liabilities............................ 29 (1) 34
Undistributed income of international joint
ventures....................................... (19) (38) (26)
Increase (decrease) in interest payable......... 11 (11) 12
Other........................................... 9 (36) (4)
------- ------- -------
Net cash provided by operating activities..... 406 279 384
INVESTING ACTIVITIES
Longer-term loans funded.......................... (5,311) (3,372) (3,202)
Collections of principal.......................... 2,904 2,521 2,248
Loan sales, securitizations and syndications...... 2,238 757 708
Net increase in short-term loans and advances to
factoring clients
Due to consolidation of Factofrance............. (1,018) -- --
Other........................................... (526) (427) (510)
Investment in operating leases.................... (119) (33) (14)
Investment in equity interests and other
investments...................................... (369) (272) (172)
Sales of investments and equipment on lease....... 365 168 148
Factofrance goodwill and noncompetition
agreement........................................ (96) -- --
Other............................................. 26 3 (17)
------- ------- -------
Net cash used for investing activities........ (1,906) (655) (811)
FINANCING ACTIVITIES
Senior note issues................................ 2,599 976 1,674
Retirement of notes and debentures................ (1,411) (1,358) (459)
Increase (decrease) in commercial paper and other
short-term borrowings
Due to consolidation of Factofrance............. 966 -- --
Other........................................... (279) 522 (228)
Proceeds from preferred stock issuance............ 147 -- --
Net decrease in advances to affiliates............ 49 5 4
Dividends paid on preferred and common stock...... (57) (68) (64)
Other............................................. 11 (4) --
------- ------- -------
Net cash provided by financing activities..... 2,025 73 927
Increase (decrease) in cash and cash equivalents.... 525 (303) 500
Cash and cash equivalents at the beginning of the
year............................................... 296 599 99
------- ------- -------
Cash and cash equivalents at the end of the year.... $ 821 $ 296 $ 599
======= ======= =======
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
51
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
NONCUM.
PERP. CLASS CLASS
SR. A B
PERPETUAL PREF. COMMON COMMON
SR. PREF. STOCK STOCK STOCK ADD'L
STOCK SERIES (NOTE (NOTE PAID IN RETAINED
SERIES A B 20) 20) CAPITAL EARNINGS TOTAL
--------- ------- ------ ------ ------- -------- ------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1994................... $125 -- -- $13 $675 $517 $1,330
Net income.............. -- -- -- -- -- 125 125
Preferred stock
dividends (Notes 9 and
10).................... -- -- -- -- -- (10) (10)
Common stock dividends
(Note 10).............. -- -- -- -- -- (54) (54)
Changes in unrealized
gains and losses on
securities available
for sale, net of tax
(Note 4)............... -- -- -- -- -- (10) (10)
Change in deferred
translation adjustment,
net of tax............. -- -- -- -- -- 3 3
---- ---- ---- --- ---- ---- ------
BALANCE AT DECEMBER 31,
1995................... $125 -- -- $13 $675 $571 $1,384
Net income.............. -- -- -- -- -- 133 133
Preferred stock
dividends (Notes 9 and
10).................... -- -- -- -- -- (10) (10)
Common stock dividends
(Note 10).............. -- -- -- -- -- (58) (58)
Changes in unrealized
gains and losses on
securities available
for sale, net of tax
(Note 4)............... -- -- -- -- -- 18 18
Change in deferred
translation adjustment,
net of tax............. -- -- -- -- -- -- --
---- ---- ---- --- ---- ---- ------
BALANCE AT DECEMBER 31,
1996................... $125 -- -- $13 $675 $654 $1,467
Net income.............. -- -- -- -- -- 158 158
Issuance of
Noncumulative Perpetual
Senior Preferred Stock,
Series B (Note 9)...... -- 150 -- -- (3) -- 147
Preferred stock
dividends (Notes 9 and
10).................... -- -- -- -- -- (14) (14)
Common stock dividends
(Note 10).............. -- -- -- -- -- (69) (69)
Changes in unrealized
gains and losses on
securities available
for sale, net of tax
(Note 4)............... -- -- -- -- -- (5) (5)
Change in deferred
translation adjustment,
net of tax............. -- -- -- -- -- (6) (6)
---- ---- ---- --- ---- ---- ------
BALANCE AT DECEMBER 31,
1997................... $125 $150 $-- $13 $672 $718 $1,678
==== ==== ==== === ==== ==== ======
</TABLE>
The retained earnings balance included $8 of unrealized gains, $13 of
unrealized gains and $5 of unrealized losses on securities available for sale
at December 31, 1997, 1996 and 1995, respectively. Retained earnings also
included deferred foreign currency translation adjustments, net of tax, of
$(20), $(14) and $(14) at December 31, 1997, 1996 and 1995, respectively.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
52
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Reporting Entity--
Heller Financial, Inc. and its subsidiaries (the "Company") are engaged
principally in furnishing commercial finance services to businesses in the
United States and investing in and operating commercial finance companies
throughout the world. The Company operates in the middle and emerging middle
market segments of the commercial finance industry, which generally includes
entities in the manufacturing and service sectors with annual sales in the
range of $5 million to $250 million and in the real estate sector with
property values generally in the range of $1 million to $40 million. The
Company currently provides services in five product categories: 1) asset based
finance, 2) corporate finance, 3) real estate finance, 4) international asset
based finance and factoring and 5) project finance.
During 1997, all of the common stock of the Company was owned by Heller
International Corporation ("HIC"), which is a wholly-owned subsidiary of The
Fuji Bank, Limited ("Fuji Bank"), of Tokyo, Japan. Fuji Bank directly owned
21% of the outstanding shares of Heller International Group, Inc.
("International Group"), a consolidated subsidiary, through which the Company
holds its international operations. The remaining 79% of the outstanding
shares of International Group were owned by the Company. See Note 20 for the
potential purchase by the Company of Fuji Bank's 21% interest in International
Group.
Effective January 2, 1998, Fuji Bank formed Fuji America Holdings, Inc.
("FAHI"), to combine Fuji Bank's United States non-bank operations under one
holding company. On that day, Fuji Bank transferred ownership of the Company
from HIC to FAHI. As of January 2, 1998, all of the outstanding Common Stock
of the Company is owned by FAHI.
Basis of Presentation--
The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated in consolidation. Investments
in affiliated companies owned 50% or less are accounted for by the equity
method. Certain temporary interests are included in investments and carried at
cost.
Use of Estimates--
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents--
Cash and cash equivalents consist of cash deposits maintained in banks and
short-term debt securities with original maturities of less than 60 days.
53
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Receivables--
Receivables are presented net of unearned income which generally includes
deferred loan origination and commitment fees, direct loan origination costs
and other amounts attributed to the fair value of equity interests and other
investments received in connection with certain financings. These amounts are
amortized to interest income using the effective interest method over the life
of the related loan or commitment period.
The Company originates certain loans which may be syndicated or portions
sold to participants to manage borrower, industry or product concentrations.
These receivables are also presented net of unearned income. In the event the
Company sells a portion of a loan that it had originated, any deferred fees or
discounts relating to the portion of the loan sold are recognized in interest
income. For loan sales that qualify as participations, income is recognized,
subject to certain yield tests, when the participation is complete.
Income recognition is reviewed on an account by account basis. Collateral is
evaluated regularly, primarily by assessing the related current and future
cash flow streams. Loans are classified as nonearning and all interest and
unearned income amortization is suspended when there is significant doubt as
to the ability of the debtor to meet current contractual terms. Numerous
factors including loan covenant defaults, deteriorating loan-to-value
relationships, delinquencies greater than 90 days, the sale of major income
generating assets or other major operational or organizational changes may
lead to income suspension. An account taken nonearning may be restored to
earning status either when all delinquent principal and interest have been
paid under the original contractual terms or the account has been restructured
and has demonstrated both the capacity to service the amended terms of the
debt and has adequate loan to value coverage.
Allowance for Losses--
The allowance for losses of receivables is established through direct
charges to income. Losses are charged to the allowance when all or a portion
of a receivable is deemed impaired and uncollectible as determined by account
management procedures. These procedures include assessing how the borrower is
affected by economic and market conditions, evaluating operating performance
and reviewing loan-to-value relationships. Impaired receivables are measured
based on the present value of expected future cash flows discounted at the
receivable's effective interest rate, at the observable market price of the
receivable or at the fair value of the collateral if the receivable is
collateral dependent. When the recorded balance of an impaired receivable
exceeds the relevant measure of value, impairment is recorded through an
increase in the provision for losses.
Management evaluates the allowance for losses on a quarterly basis.
Nonearning assets and loans with certain loan grading characteristics are
reviewed to determine if there is a potential risk of loss under varying
scenarios of performance. The estimates of potential loss for these individual
loans are aggregated and added to a general allowance requirement, which is
based on the total of all other loans in the portfolio. This total allowance
requirement is then compared to the existing allowance for losses and
adjustments are made, if necessary.
Securitized Receivables--
Certain commercial mortgage and equipment loans have been securitized and
sold to investors. In the securitization process, loans are originated and
sold to trusts which, in turn, issue asset-backed securities to investors.
Upon the sale of the loans in a securitization, a gain is recognized for the
54
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
difference between the carrying value of the receivables and the fair value of
the securities sold, in accordance with Statement of Financial Accounting
Standards 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" ("SFAS 125"). If the Company does not retain
any risk in the transaction and sells all of the securities to third party
investors on a nonrecourse basis, the gain recorded equals the proceeds on the
transaction less the carrying value of the securities sold. If the Company
retains any of the securities, then the gain on sale is reduced by any reserve
established for estimated future losses. Retained securities, if any, are
recorded as debt securities available for sale. The gain recognized is
recorded in fees and other income. In general, the Company does not establish
servicing assets or liabilities because in securitization transactions to date
the servicing fees earned are considered consistent with market rates and the
Company's cost of servicing. Income from the acceleration of discounts and
deferred fees attributed to the loans sold is recorded as interest income.
The Company adopted SFAS 125 as amended by Statement of Financial Accounting
Standards No. 127, "Deferral of the Effective Date of Certain Provisions of
FASB Statement No. 125" on January 1, 1997, collectively referred to as SFAS
125. Under this Statement, after a transfer of financial assets, an entity
recognizes the financial and servicing assets it controls and the liabilities
it has incurred, derecognizes financial assets when control has been
surrendered and derecognizes liabilities when extinguished. This Statement
provides standards for distinguishing transfers of financial assets that are
sales from transfers that are secured borrowings. Securitizations of finance
receivables are accounted for as sales when legal and effective control over
the related receivables is surrendered. Servicing assets or liabilities are
recognized when the servicing rights are retained by the seller. The adoption
of this pronouncement did not have a material impact on the Company's
consolidated financial statements.
Investments in Joint Ventures--
Investments in unconsolidated joint ventures represent investments in
companies with operations in 15 foreign countries. The Company accounts for
its investments in joint ventures under the equity method of accounting. Under
this method, the Company recognizes its share of the earnings or losses of the
joint venture in the period in which they are earned by the joint venture.
These amounts are recorded as income of international joint ventures in the
consolidated statements of income. Dividends received from joint ventures
reduce the carrying amount of the investment.
Investments--
Equity interests and investments--Investments in warrants, certain common
and preferred stocks and certain equity investments, which are not subject to
the provisions of Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," are
carried at cost. The valuation of all of these investments is periodically
reviewed and the investment balance is written down to reflect declines in
value determined to be other than temporary. Gains or losses recognized upon
sale or write-down of these investments are recorded as a component of fees
and other income. Certain other equity investments in limited partnership
funds are accounted for under the equity method of accounting in accordance
with Accounting Principles Board Opinion No. 18, "The Equity Method of
Accounting for Investments in Common Stock". These investments in limited
partnerships were previously carried at cost. The impact of this change in
accounting method, net of tax, was $4 million in 1997. The Company changed its
policy to be consistent with industry practice.
55
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Equipment on lease--Aircraft and equipment under operating lease are
recorded at cost and depreciated over their estimated useful lives using the
straight line method for financial reporting purposes and accelerated methods
for tax purposes. Rental revenue is reported over the lease term as it becomes
receivable according to the provisions of the lease.
Available for sale, trading, and held to maturity securities--Investments
designated as available for sale securities are carried at fair value using
the specific identification method with unrealized gains or losses included in
stockholders' equity, net of related taxes. Trading securities, if any, are
carried at fair value with the related unrealized gains or losses included
currently in fees and other income. Securities that are held to maturity are
recorded at amortized cost. Available for sale and held to maturity securities
may be written down to fair value to reflect declines in value determined to
be other than temporary. The amount of the writedown is included in fees and
other income.
Real Estate Investments--The Company provides financing through certain real
estate loan arrangements that are recorded as acquisition, development and
construction investment transactions by the Company. Income is generally
recognized only to the extent that cash received exceeds the investment
carrying amount.
Other Assets--
Repossessed Assets--Assets which have been legally acquired in satisfaction
of receivables are carried at fair value less selling costs and are included
in other assets. After repossession, operating costs are expensed and cash
receipts are applied to reduce the asset balance.
Goodwill--The excess of the cost of an acquisition of an entity over the
book value of the acquired entity's net assets is recorded as goodwill and
amortized on a straight line basis over the expected beneficial period of the
acquisition not to exceed 25 years.
Income Taxes--
The Company and its wholly-owned domestic subsidiaries are included in the
consolidated United States federal income tax return of HIC. International
Group files a separate United States federal income tax return. The Company
reports income tax expense as if it were a separate taxpayer and records
future tax benefits as soon as it is more likely than not that such benefits
will be realized.
Derivative Financial Instruments--
Derivatives are used as an integral part of asset/liability management to
reduce the overall level of financial risk arising from normal business
operations. These derivatives, particularly interest rate swap agreements, are
used to lower funding costs, diversify sources of funding or alter interest
rate exposure arising from mismatches between assets and liabilities. The swap
agreements are generally held to maturity and the differential paid or
received under these agreements is recognized over the life of the related
agreement. Gains or losses on terminated interest rate swaps that were hedges
of underlying obligations are amortized to interest income or interest expense
over the remaining life of the related underlying obligation. If the
underlying asset or obligation is sold, the gain or loss related to closing
the swap is recognized currently in income. The Company is not an interest
rate swap dealer nor is it a trader in derivative securities, and it has not
used speculative derivative products for the purpose of generating earnings
from changes in market conditions. Unrealized gains and receivables and
unrealized losses and payables on derivative financial instruments are
immaterial and are reported as other payables in the consolidated balance
sheet.
56
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company periodically enters into forward currency exchange contracts
which are designated as hedges of its exposure to foreign currency
fluctuations from the translation of its foreign currency denominated
investments in certain European, Asian and Latin American joint ventures and
subsidiaries. Through these contracts, the Company primarily sells the local
currency and buys U.S. dollars. Gains or losses resulting from translation of
foreign currency financial statements and the related effects of the hedges of
net investments in joint ventures and subsidiaries outside the United States
are accumulated in stockholders' equity, net of related taxes, until the
international investment is sold or substantially liquidated. Gains or losses
on terminated foreign currency exchange contracts which were hedges of net
investments in a foreign subsidiary or joint venture continue to be deferred
and are recognized when the international investment is sold or is
substantially liquidated. Unrealized gains and receivables and unrealized
losses and payables on derivative financial instruments are immaterial and are
reported as other payables in the consolidated balance sheet.
The Company also periodically enters into forward contracts or purchases
options. These financial instruments serve as hedges of its foreign investment
in international subsidiaries and joint ventures or effectively hedge the
translation of the related foreign currency income. The contracts which serve
as hedges of investments in international subsidiaries and joint ventures are
carried at fair value with gains or losses deferred and included in the
stockholders' equity section of the consolidated balance sheets. The change in
fair value of contracts which serve to effectively hedge the translation of
foreign currency income is included in the determination of net income.
Reclassifications--
Certain prior year amounts have been reclassified to conform to the current
year's presentation.
2. ACQUISITION OF FACTOFRANCE
On April 2, 1997, International Group purchased the interest of its joint
venture partner in Factofrance Heller, S.A. ("Factofrance") for $174 million.
As a result, International Group increased its ownership interest in
Factofrance from 48.8% to 97.6%. International Group has held an interest in
Factofrance for over 30 years, using the equity method of accounting for its
previous ownership position. Factofrance, founded in 1965, is the leading
factoring company in the French marketplace. Factofrance is headquartered in
Paris and has seven regional sales offices covering local markets.
The Factofrance acquisition was accounted for using the purchase method of
accounting in accordance with Accounting Principles Board Opinion (APB) No.
16, "Business Combinations." Under this method of accounting, the purchase
price was allocated to assets acquired and liabilities assumed based on their
estimated fair values at the date of purchase. Goodwill related to the
acquisition was $78 million and is being amortized over 25 years. The
acquisition price included $18 million for a noncompetition agreement which is
being amortized over the five year life of the agreement.
The following table presents unaudited pro forma combined income statements
of the Company and Factofrance and its subsidiaries for the years ended
December 31, 1997 and 1996. The pro forma combined income statements are
presented as if the acquisition had been effective January 1, 1996. The
combined historical results of operations of the Company and Factofrance for
1997 and 1996 have been adjusted to reflect the amortization of goodwill, the
amortization of the noncompetition agreement and the costs of financing for
the transaction.
57
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
This information is intended for informational purposes only and is not
necessarily indicative of the future results of operations of the Company or
of the results of operations of the Company that would have occurred had the
acquisition been effective in the periods presented.
<TABLE>
<CAPTION>
FOR THE
YEAR ENDED
DECEMBER
31,
-----------
1997 1996
----- -----
(IN
MILLIONS)
(UNAUDITED)
<S> <C> <C>
Interest income.............................................. $ 940 $ 889
Interest expense............................................. 526 497
----- -----
Net interest income........................................ 414 392
Fees and other income........................................ 215 108
Factoring commissions........................................ 118 128
Income of international joint ventures....................... 33 28
----- -----
Operating revenues......................................... 780 656
Operating expenses........................................... 377 338
Provision for losses......................................... 167 114
----- -----
Income before income taxes and minority interest........... 236 204
Income tax provision......................................... 67 55
Minority interest............................................ 10 12
----- -----
Net income................................................. $ 159 $ 137
===== =====
</TABLE>
3. LENDING ASSETS
Lending assets include receivables and repossessed assets.
Total receivables at December 31, 1997 consist of $8.6 billion of domestic
receivables and $2.1 billion of foreign receivables. Of the foreign
receivables, $2.0 billion represent factored accounts receivable of which $1.8
billion relate to Factofrance and $0.2 billion are from the other foreign
consolidated subsidiaries. Total receivables at December 31, 1996 consist of
$8.2 billion of domestic receivables and $301 million of foreign receivables.
Diversification of Credit Risk--
Concentrations of lending assets of 5% or more at December 31, 1997 and
1996, based on the standard industrial classification of the borrower, are as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1997 1996
-------------- --------------
AMOUNT PERCENT AMOUNT PERCENT
------ ------- ------ -------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
General industrial machines............... $637 6% $500 6%
Food, grocery and other miscellaneous
retail................................... 603 6 669 8
Business services......................... 556 5 435 5
Department and general merchandise retail
stores................................... 511 5 987 12
</TABLE>
58
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The general industrial machines classification is distributed among
machinery used for many different industrial applications. The majority of
lending assets in the food, grocery and miscellaneous retail category are
revolving and term facilities with borrowers primarily in the business of
manufacturing and retailing of food products. Business services is primarily
comprised of computer and data processing services, credit reporting and
collection, and miscellaneous business services. The department and general
merchandise retail stores category is primarily comprised of factored accounts
receivable which represent short-term trade receivables from numerous
customers.
Contractual Maturity of Loan Receivables--
The contractual maturities of the Company's receivables at December 31,
1997, which are presented in the table below, should not be regarded as a
forecast of cash flows (in millions):
<TABLE>
<CAPTION>
AFTER
1998 1999 2000 2001 2002 2002 TOTAL
------ ------ ------ ---- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Commercial loans............. $ 677 $ 650 $ 571 $494 $621 $1,258 $ 4,271
Real estate loans............ 375 179 158 205 100 1,221 2,238
Factored accounts
receivable.................. 2,223 -- -- -- -- -- 2,223
Equipment loans and leases... 504 398 321 266 171 330 1,990
------ ------ ------ ---- ---- ------ -------
Total...................... $3,779 $1,227 $1,050 $965 $892 $2,809 $10,722
====== ====== ====== ==== ==== ====== =======
</TABLE>
Commercial loans consist principally of asset based and corporate finance
receivables. Asset based receivables are collateralized by receivables,
inventory, or property, plant and equipment owned by the borrowers. Real
estate loans are principally collateralized by first mortgages on commercial
and residential real estate. Corporate finance receivables are predominantly
collateralized by senior liens on the borrower's assets. Factored accounts
receivable are purchased from clients and the Company provides credit and
collection services in return for a commission. Equipment loans and leases are
secured by the underlying equipment and the Company may have at least partial
recourse to the equipment vendor. Of the loans maturing after 1998, $2.7
billion have fixed interest rates and $4.2 billion have floating interest
rates.
Impaired Receivables, Repossessed Assets, and Troubled Debt Restructurings--
The Company does not recognize interest and fee income on impaired
receivables classified as nonearning and on repossessed assets, which are set
forth in the following table:
<TABLE>
<CAPTION>
DECEMBER
31,
----------
1997 1996
---- ----
(DOLLARS
IN
MILLIONS)
<S> <C> <C>
Impaired receivables.......................................... $141 $264
Repossessed assets............................................ 14 14
---- ----
Total nonearning assets..................................... $155 $278
==== ====
Ratio of total nonearning assets to total lending assets...... 1.4% 3.3%
Ratio of allowance for losses to nonearning assets............ 168 81
</TABLE>
Nonearning assets include $19 million and $25 million in 1997 and 1996,
respectively, for consolidated international subsidiaries.
59
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The average investment in impaired receivables was $236 million and $283
million for the years ended December 31, 1997 and 1996 respectively.
The Company had $13 million and $14 million of loans that are considered
troubled debt restructurings at December 31, 1997 and December 31, 1996,
respectively. The following table indicates the effect on income if interest
on nonearning impaired receivables and troubled debt restructurings
outstanding at year-end had been recognized at original contractual rates
during the year:
<TABLE>
<CAPTION>
FOR THE YEAR ENDED FOR THE YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------- ----------------------
1997 1996 1995 1997 1996 1995
------ ------ ------ ------ ------ ------
DOMESTIC FOREIGN
---------------------- ----------------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Interest income which
would have been
recorded................ $ 16 $ 40 $ 40 $ 12 $ 6 $ 3
Interest income
recorded................ 3 13 20 1 1 1
------ ------ ------ ------ ------ ------
Effect on interest
income.................. $ 13 $ 27 $ 20 $ 11 $ 5 $ 2
====== ====== ====== ====== ====== ======
</TABLE>
Loan Modifications--
The Company had $13 million of receivables at December 31, 1997 that were
restructured at a market rate of interest and written down from the original
loan balance. The recorded investment of these receivables is expected to be
fully recoverable. Interest income of approximately $1 million has been
recorded on these receivables under modified terms, along with approximately
$1 million of cash interest collections during 1997. At December 31, 1997, the
Company was not committed to lend significant additional funds under the
restructured agreements.
Allowance for Losses--
The changes in the allowance for losses of receivables and repossessed
assets were as follows:
<TABLE>
<CAPTION>
FOR THE YEAR
ENDED DECEMBER
31,
----------------
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Balance at the beginning of the year.................... $225 $231 $237
Provision for losses.................................. 164 103 223
Writedowns............................................ (169) (163) (259)
Recoveries............................................ 23 55 28
Factofrance consolidation............................. 18 -- --
Transfers and other................................... -- (1) 2
---- ---- ----
Balance at the end of the year.......................... $261 $225 $231
==== ==== ====
</TABLE>
A valuation allowance for repossessed assets of $2 million at December 31,
1995 is included in other assets on the balance sheet. Writedowns occurring at
the time of repossession are considered writedowns of receivables.
60
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Impaired receivables with identified reserve requirements were $62 million
and $176 million at December 31, 1997 and 1996, respectively.
<TABLE>
<CAPTION>
DECEMBER
31,
----------
1997 1996
---- ----
(DOLLARS
IN
MILLIONS)
<S> <C> <C>
Identified reserve requirements for impaired receivables.... $ 27 $ 57
Additional allowance for losses of receivables.............. 234 168
---- ----
Total allowance for losses of receivables................. $261 $225
==== ====
Ratio of total allowance for losses of receivables to
nonearning impaired receivables............................ 185% 85%
==== ====
</TABLE>
The Company maintains an allowance for losses of receivables based upon
management's estimate of future possible losses in the portfolio of
receivables. Management's estimate is based upon current and forecasted
economic conditions, previous loss history and knowledge of clients' financial
positions and values of underlying collateral. Changes in these estimates
could result in an increase or decrease in the reserve maintained.
4. INVESTMENTS AND OTHER ASSETS
Investments in International Joint Ventures--
The following table sets forth a summary of the financial results of the
international joint ventures on a combined basis:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1997 1996
------- -------
(DOLLARS IN
MILLIONS)
<S> <C> <C>
Total receivables......................................... $ 3,356 $ 5,161
Factoring volume.......................................... 18,154 29,501
Net income................................................ 55 90
</TABLE>
The following table shows the investment in international joint ventures by
geographic region:
<TABLE>
<CAPTION>
DECEMBER
31,
---------
1997 1996
---- ----
(DOLLARS
IN
MILLIONS)
<S> <C> <C>
Europe.......................................................... $160 $238
Latin America................................................... 22 20
Asia-Pacific.................................................... 16 14
---- ----
Total......................................................... $198 $272
==== ====
</TABLE>
The decrease in total receivables, factoring volume, net income and
investment in European joint ventures is due to the consolidation of
Factofrance.
The Company owns interests of from 40% to 50% of these joint ventures. The
Company's largest investment in international joint ventures is NMB-Heller
Holding N.V., which accounts for 54% of the total investments in international
joint ventures. NMB-Heller Holding N.V. operates finance companies primarily
located in the Netherlands, Germany and the United Kingdom. NMB-Heller Holding
N.V. had total assets of $2.3 billion and $1.8 billion, total liabilities of
$2.1 billion and $1.6 billion and
61
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
total stockholders' equity of $0.2 billion at December 31, 1997 and 1996. NMB-
Heller Holding N.V. had revenues of $151 million and $157 million, operating
expenses of $42 million and $43 million and net income of $35 million and $36
million, for the years ended December 31, 1997 and 1996, respectively.
Other Investments--
The following table sets forth a summary of the major components of
investments (in millions):
<TABLE>
<CAPTION>
DECEMBER
31,
---------
1997 1996
---- ----
<S> <C> <C>
Investments:
Real estate investments...................................... $268 $205
Equity interests and investments............................. 205 171
Available for sale equity securities......................... 15 43
---- ----
Equity and real estate investments......................... $488 $419
==== ====
Available for sale debt securities........................... $311 $223
Trading securities........................................... -- 28
---- ----
Debt securities............................................ $311 $251
==== ====
Equipment on lease........................................... $195 $135
==== ====
</TABLE>
Real estate investments are acquisition, development and construction
investment transactions. At December 31, 1997, the Company held investments in
176 projects with balances ranging up to $10 million.
Equity interests and investments principally include common and preferred
stock and investments in limited partnerships and warrants.
The available for sale equity securities are principally comprised of shares
of common stock. Net unrealized holding gains on these securities were $7
million at December 31, 1997, net unrealized holding gains were $28 million at
December 31, 1996 and net unrealized holding losses were $2 million at
December 31, 1995. These amounts are recorded in stockholders' equity on a net
of tax basis.
The available for sale debt securities consist of purchased investments in
debt securities which mature on various dates through 2015 as well as $79
million of subordinated securities retained in connection with the 1994 and
1995 securitizations of certain receivables on mobile home parks, self storage
facilities and limited service hotels. The subordinated securities mature on
various dates through 2005 based on the related stated maturity dates of the
underlying receivables. The Company has established a reserve of $2 million
for possible losses related to the subordinated securities, which is included
in other payables and accruals on the consolidated balance sheet. No losses
have been realized on these securities to date. Net unrealized holding gains
on total available for sale debt securities were $6 million at December 31,
1997 and net unrealized holding losses were $7 million at December 31, 1996
and 1995. These amounts are recorded in stockholder's equity on a net of tax
basis. Cash and cash equivalents includes $3 million of short-term debt
securities at December 31, 1997, which are available for sale.
The Company had realized gains from sales of total investment securities of
$119 million, $106 million and $133 million during the year ended December 31,
1997, 1996 and 1995, respectively, and
62
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
had realized losses and writedowns totaling $50 million, $103 million and $59
million for 1997, 1996 and 1995, respectively. Proceeds from the sale of
equity investments may be subject to normal post-closing adjustments, the
impact of which is estimated at the time of closing.
Included in cash and cash equivalents at December 31, 1997 and 1996,
respectively, are $664 million and $198 million of short-term debt securities
that are held to maturity.
In 1996, the Company held certain dollar denominated investments in debt and
equity securities in Brazil which were classified as trading securities. Net
gains of $3 million, $3 million and $4 million related to these investments
were recorded in income for the years ended December 31, 1997, 1996 and 1995,
respectively. These investments were liquidated during 1997.
Equipment on lease is comprised of aircraft and related equipment.
Noncancellable future minimum rental receipts under the leases are $24
million, $21 million, $21 million, $16 million and $9 million for 1998 through
2002. All equipment was under lease as of December 31, 1997.
Other Assets--
The following table sets forth a summary of the major components of other
assets:
<TABLE>
<CAPTION>
DECEMBER
31,
---------
1997 1996
---- ----
(IN
MILLIONS)
<S> <C> <C>
Other Assets:
Repossessed assets.......................................... $ 14 $ 14
Deferred income tax benefits, net of allowance of $2 and $16
in 1997 and 1996, respectively............................. 163 127
Goodwill.................................................... 82 13
Non-Compete Agreement....................................... 15 --
Prepaid expenses and other assets........................... 76 56
Net advances to affiliates.................................. -- 20
Furniture, fixtures and equipment........................... 37 19
---- ----
Total other assets........................................ $387 $249
==== ====
</TABLE>
Noncash investing activities which occurred during the period ended December
31, 1997 include $17 million of receivables which were classified as
repossessed assets. During 1996, $15 million of receivables were classified as
repossessed assets. See Note 14 for additional information on deferred income
tax benefits.
5. SENIOR DEBT
Commercial paper and short-term borrowings--The Company uses commercial
paper to finance its domestic operations and short-term borrowings are used by
the consolidated international subsidiaries to finance international
operations. Total commercial paper borrowings represent 27% of total debt at
December 31, 1997. Combined commercial paper and short-term borrowings
represent 36% of total debt at December 31, 1997.
63
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table is a summary of the Company's commercial paper and
short-term borrowings as of December 31, 1997 and 1996:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1997 1996
------ ------
(IN MILLIONS)
<S> <C> <C>
Domestic commercial paper.................................. $2,279 $2,576
Factofrance commercial paper............................... 281 --
Factofrance short-term borrowings.......................... 685 --
Other consolidated subsidiaries short-term borrowings...... 187 169
------ ------
Commercial paper and short-term borrowings............... $3,432 $2,745
====== ======
</TABLE>
The table below sets forth information concerning the Company's domestic
commercial paper borrowings. The average interest rates and average borrowings
are computed based on the average daily balances during the year. The Company
issues commercial paper with maturities ranging up to 270 days.
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Commercial Paper--domestic:
Average interest rate--
During the year............................. 5.67% 5.50% 5.96%
During the year, including the effect of
commitment fees............................ 5.78 5.65 6.10
At year-end, including the effect of
commitment fees............................ 5.99 5.63 5.96
Average borrowings............................ $2,917 $2,367 $2,483
Maximum month-end borrowings.................. 3,264 2,613 2,860
End of period borrowings...................... 2,279 2,576 2,067
</TABLE>
Factofrance commercial paper issued as of December 31, 1997 had an average
interest rate of 3.46% and its short-term borrowings at December 31, 1997 had
an average interest rate of 3.72%. Factofrance uses primarily short-term debt
and commercial paper to fund its assets which are short-term in nature.
Available credit and asset sale facilities--At December 31, 1997, the
Company had total committed credit and asset sale facilities of $4.0 billion,
and available credit and asset sale facilities of $3.5 billion. This includes
$267 million of additional alternative liquidity which is available by
discounting eligible French receivables with the French Central Bank since
Factofrance is a registered financial institution in France. In addition, the
Company has $36 million available credit under two foreign currency revolving
credit agreements.
The Company has a bank credit facility which provides $3.0 billion of
liquidity support. This bank credit facility is comprised of two equal
facilities, a 364-day facility expiring April 7, 1998 and a 5-year facility
expiring April 8, 2002. The one-year credit facility includes a term loan
option which expires one year after the option exercise date. The terms of the
revised bank credit facilities require the Company to maintain stockholders'
equity of $900 million until March 31, 1998 and $1 billion thereafter. Under
the terms of the debt covenants of the agreement, the Company could have
borrowed an additional $6.1 billion of debt at December 31, 1997.
64
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company has a factored accounts receivable sale facility which allows
the Company to sell an undivided interest of up to $550 million in a
designated pool of its factored accounts receivable to five bank-sponsored
conduits. The Company had sold approximately $500 million of receivables under
this facility as of December 31, 1997. The underlying liquidity support for
the conduits is provided by unaffiliated entities. One of the conduits has an
operating agreement with Fuji Bank.
During December 1997, the Company established a $400 million secured
committed warehouse line, available to finance fixed rate commercial mortgage
loans which expires in June 1998. The Company drew down $200 million under
this facility which is included as part of the Company's domestic commercial
paper borrowings above. This amount was repaid during January, 1998.
Notes and debentures--The scheduled maturities of debt outstanding at
December 31, 1997, other than commercial paper and short-term borrowings and
excluding the unamortized premium of $2 million, are as follows:
<TABLE>
<CAPTION>
SCHEDULED MATURITIES AT DECEMBER 31,
---------------------------------------------
AFTER
1998 1999 2000 2001 2002 2002 TOTAL
------ ------ ------ ----- ----- ----- ------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
Various fixed rate notes and
debentures.................. $1,050 $1,052 $ 920 $ 213 $ 516 $ 200 $3,951
Fixed weighted average
rate...................... 8.17% 7.28% 5.22% 6.54% 6.62% 6.98% 6.90%
Various floating rate notes
and debentures.............. $ 952 $ 860 $ 152 $ 25 $ 45 $ 17 $2,051
Floating weighted average
rate...................... 4.84% 5.98% 6.08% 6.11% 6.11% 3.86% 5.44%
Total notes and debentures... $2,002 $1,912 $1,072 $ 238 $ 561 $ 217 $6,002
</TABLE>
Notes redeemable solely at the option of the Company prior to the final
maturity date are reflected in the table above as maturing on their
contractual maturity date. During the year, the Company issued $200 million of
fixed rate notes due August 15, 2009, which are callable or putable on August
15, 1999. These notes are reflected in the table above as maturing after 2002.
The Company's various fixed and floating rate notes and debentures are
denominated in U.S. dollars, Japanese yen and French francs. In order to fix
the exchange rate of Japanese yen to U.S. dollars on the yen denominated debt,
the Company has entered into cross currency interest rate swap agreements. In
order to convert certain of the Company's fixed rate debt to floating rate
debt and vice-versa, the Company has entered into interest rate swap
agreements. The following table provides the year-end weighted average
interest rate of the U.S. dollar and Japanese yen denominated debt before and
after the effect of the swap agreements. The Company has $31 million of French
franc denominated fixed rate debt and $17 million of French franc denominated
variable rate debt which support French franc denominated assets.
65
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
WEIGHTED AVERAGE INTEREST RATE
---------------------------------------------------------------
BEFORE AFTER BEFORE AFTER
EFFECT EFFECT VARIABLE EFFECT EFFECT
FIXED DEBT OF OF DEBT OF OF TOTAL DEBT
OUTSTANDING SWAP SWAP OUTSTANDING SWAP SWAP OUTSTANDING
----------- ------ ------ ----------- ------ ------ -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
1997:
United States dollar.... $3,614 7.22% 6.72% $1,834 5.94% 5.95% $5,448
Japanese yen............ 306 3.26 6.10 200 1.07 6.59 506
------ ------ ------
Total................. $3,920 6.91% 6.67% $2,034 5.46% 6.01% $5,954
====== ====== ======
1996:
United States dollar.... $2,453 7.68% 6.76% $1,531 5.70% 5.71% $3,984
Japanese yen............ 452 3.43 5.87 328 0.87 6.12 780
------ ------ ------
Total................. $2,905 7.02% 6.62% $1,859 4.85% 5.78% $4,764
====== ====== ======
</TABLE>
The contractual interest rates for the U.S. dollar denominated fixed rate
debt range between 5.63% and 9.63% at December 31, 1997 and 1996. The
contractual rates on the U.S. dollar denominated floating rate debt are based
primarily on indices such as the Constant Maturity Treasury Index less a range
of .12% to .40%, the Federal Funds rate plus .40%, the three-month Treasury
Bill rate plus .46%, the one-month London Inter-Bank Offered Rate ("LIBOR")
plus .07% to .14%, three-month LIBOR plus .02% to .75%, six-month LIBOR plus
.25% or the Prime rate less 2.59% to 2.80%.
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Company is a party to several types of agreements involving financial
instruments with off-balance sheet risk. These instruments are used to meet
the financing needs of borrowers and to manage the Company's own exposure to
interest rate and currency exchange rate fluctuations. These instruments
principally include interest rate swap agreements, forward currency exchange
contracts, purchased options, loan commitments, letters of credit and
guarantees.
Derivative financial instruments used for risk management purposes--The
Company utilizes derivatives as an integral part of its asset/liability
management program to reduce its overall level of financial risk. These
derivatives, particularly interest rate swap agreements, are used to lower
funding costs, diversify sources of funding or alter interest rate exposure
arising from mismatches between assets and liabilities. The Company's
derivative instruments are entirely related to accomplishing these risk
management objectives, which arise from normal business operations. The
Company is not an interest rate swap dealer nor is it a trader in derivative
securities, and it has not used speculative derivative products for the
purpose of generating earnings from changes in market conditions.
Before entering into a derivative agreement, management determines that an
inverse correlation exists between the value of the hedged item and the value
of the derivative. At the inception of each agreement, management designates
the derivative to specific assets, pools of assets or liabilities. The risk
that a derivative will become an ineffective hedge is generally limited to the
possibility that an asset or liability being hedged will prepay before the
related derivative expires. Accordingly, after inception of a hedge,
asset/liability managers monitor its effectiveness through an ongoing review
of the amounts and maturities of assets, liabilities and swap positions. This
information is reported to the Company's Financial Risk Management Committee
("FRMC") whose members include the Company's Chairman, Chief Financial Officer
and Treasurer. The FRMC determines the direction the Company will take with
respect to its asset/liability position. The asset/liability position of the
Company and the related activities of the FRMC are reported regularly to the
Executive Committee of the Board of Directors and to the Board of Directors.
66
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table summarizes the notional amounts of the Company's
interest rate swap agreements, foreign exchange contracts, purchased options
and interest rate cap agreements as of December 31, 1997 and 1996. The credit
risk associated with these instruments is limited to amounts earned but not
collected and to any additional amounts which may be incurred to replace the
instrument under then current market conditions. These amounts will increase
or decrease during the life of the instruments as interest rates and foreign
exchange rates fluctuate, and are substantially less than the notional amounts
of these agreements. The Company manages this risk by establishing minimum
credit ratings for each counterparty and by limiting the exposure to
individual counterparties as measured by the total notional amount and the
current replacement cost of existing agreements. The Company has not
experienced nonperformance by any counterparty related to its derivative
financial instruments.
<TABLE>
<CAPTION>
CONTRACT OR
NOTIONAL
AMOUNT
-------------
1997 1996
------ ------
(IN MILLIONS)
<S> <C> <C>
Interest rate swap agreements.............................. $4,553 $2,634
Cross currency interest rate swap agreements............... 612 780
Basis swap agreements...................................... 1,470 1,255
Spot and forward currency exchange contracts............... 623 262
Purchased options.......................................... 74 42
Interest rate cap agreements............................... -- 2
</TABLE>
Interest rate swaps are primarily used to convert fixed rate financings to
variable rate debt. Less frequently, when the issuance of debt denominated in
a foreign currency is deemed more cost effective, cross currency interest rate
swaps are employed to convert foreign currency denominated debt to U.S. dollar
denominated debt and U.S. based indices. The Company also uses swap agreements
to alter the characteristics of specific asset pools to more closely match the
interest terms of the underlying financing. These agreements enhance the
correlation of the interest rate and currency characteristics of the Company's
assets and liabilities and thereby mitigate its exposure to interest rate
volatility. Basis swap agreements involve the exchange of two different
floating rate interest payment obligations and are used to manage the risk
between different floating rate indices. The Company has entered into $160
million of interest rate swaps effective during 1998 which have the effect of
converting fixed rate obligations to a variable rate. The amount of these
interest rate swaps is not included in the table above.
Forwards are contracts for the delivery of an item in which the buyer agrees
to take delivery of an instrument or currency at a specified price and future
date. To minimize the effect of exchange rate movements in the currencies of
foreign countries, in which certain of its subsidiaries and investments are
located, the Company will periodically enter into forward currency exchange
contracts or purchase options. These financial instruments serve as hedges of
its foreign investment in international subsidiaries and joint ventures or
effectively hedge the translation of the related foreign currency income. The
Company also periodically enters into forward contracts to hedge receivables
denominated in foreign currencies or may purchase foreign currencies in the
spot market to settle a foreign currency denominated liability.
Commitments, letters of credit and guarantees--The Company generally enters
into various commitments, letters of credit and guarantees in response to the
financing needs of its customers. As many of the agreements are expected to
expire unused, the total commitment amount does not necessarily represent
future cash requirements. The credit risk involved in issuing these
instruments is
67
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
essentially the same as that involved in extending loans to borrowers and the
credit quality and collateral policies for controlling this risk are similar
to those involved in the Company's normal lending transactions. The
contractual amount of the Company's commitments, letters of credit and
guarantees are shown below:
<TABLE>
<CAPTION>
CONTRACT
AMOUNT
-------------
1997 1996
------ ------
(IN MILLIONS)
<S> <C> <C>
Loan commitments........................................... $2,154 $1,959
Letters of credit and financial guarantees................. 754 561
Factoring credit guarantees................................ 285 286
Investment commitments..................................... 130 106
</TABLE>
Commitments to fund new and existing borrowers generally have fixed
expiration dates and termination clauses and typically require payment of a
fee. Letters of credit and financial guarantees are conditional commitments
issued by the Company to guarantee the performance of a borrower or an
affiliate to a third party. At December 31, 1997, the contractual amount of
guarantees includes $7 million related to affiliates. For factoring credit
guarantees, the Company receives a fee for guaranteeing the collectibility of
certain factoring clients' accounts receivable. Under this arrangement,
clients generally retain the responsibility for collection and bookkeeping.
Losses related to these services historically have not been significant.
7. LEGAL PROCEEDINGS
The Company is party to a number of legal proceedings as plaintiff and
defendant, all arising in the ordinary course of its business. Although the
ultimate amount for which the Company may be held liable, if any, is not
ascertainable, the Company believes that the amounts, if any, which may
ultimately be funded or paid with respect to these matters will not have a
material adverse effect on the financial condition or results of operations of
the Company.
8. RENTAL COMMITMENTS
The Company and its consolidated subsidiaries have minimum rental
commitments under noncancellable operating leases at December 31, 1997, as
follows (in millions):
<TABLE>
<S> <C>
1998................................. $17
1999................................. 15
2000................................. 14
2001................................. 13
2002................................. 12
Thereafter........................... 20
---
$91
===
</TABLE>
The total rent expense, net of rental income from subleases, was $30
million, $23 million and $18 million for the years ended December 31, 1997,
1996 and 1995, respectively.
9. PREFERRED STOCK
Cumulative Perpetual Senior Preferred Stock ($.01 Par Value; stated value,
$25; 8.125%; 5,000,000 shares authorized and outstanding)--The Company's
Cumulative Perpetual Senior
68
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Preferred Stock, Series A ("Series A Preferred Stock") is not redeemable prior
to September 22, 2000. On or after that date, the Perpetual Preferred Stock
will be redeemable at the option of the Company, in whole or in part, at a
redemption price of $25 per share, plus accrued and unpaid dividends. The
Series A Preferred Stock has an annual dividend rate of 8.125%. Dividends are
cumulative and payable quarterly. The Series A Preferred Stock ranks senior
with respect to payment of dividends and liquidation to other preferred stock
of the Company that is not designated as Cumulative Senior Perpetual Preferred
Stock.
Noncumulative Perpetual Senior Preferred Stock ($.01 Par Value; stated
value, $100; 6.687%; 1,500,000 shares authorized and outstanding)--In June,
1997, the Company issued 1,500,000 shares of 6.687% Noncumulative Perpetual
Senior Preferred Stock, Series B ("Series B Preferred Stock"), at $100 per
share and received proceeds of $150 million less underwriting costs of two
percent. The shares were initially sold to Lehman Brothers, Inc., Chase
Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each
of whom agreed to offer or sell such shares only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933 and to a
limited number of institutional accredited investors pursuant to Regulation D
under the Securities Act. Effective January 1998, the Company exchanged 6.687%
Fixed Rate Noncumulative Perpetual Senior Preferred Stock, Series C ("Series C
Preferred Stock") for all formerly outstanding Series B Preferred Stock.
Series C Preferred Stock remains outstanding and is registered with the
Securities and Exchange Commission. The Series C Preferred Stock is not
redeemable prior to August 15, 2007. On or after such date, the Series C
Preferred Stock will be redeemable at the option of the Company, in whole or
in part, at a redemption price of $100 per share, plus any accrued and unpaid
dividends.
Conversion of Convertible Preferred Stock--In May 1997, HIC converted all of
its shares of Cumulative Convertible Preferred Stock, Series D ("Series D
Preferred Stock"), no par value, 1/2% under prime, into common stock of the
Company. No shares of the Series D Preferred Stock remain outstanding. The
conversion was accounted for as a stock dividend and therefore has been
retroactively reflected in the consolidated financial statements. Also all
dividends paid on the Series D Preferred Stock have been retroactively
reclassified to common dividends.
Redeemable Preferred Stock--The Company has authorized the issuance of
100,000 shares of a series of preferred stock designated NW Preferred Stock,
Class B (No Par Value) ("NW Preferred Stock"), pursuant to the Keep Well
Agreement between the Company and Fuji Bank, dated as of April 23, 1983 and as
subsequently amended (the "Keep Well Agreement"), wherein, among other things,
Fuji Bank has agreed to purchase NW Preferred Stock in an amount required to
maintain the Company's stockholders' equity at $500 million. The Company's
stockholders' equity was $1,678 million at December 31, 1997. If and when
issued, dividends will be paid quarterly on NW Preferred Stock at a rate per
annum equal to 1% over the three-month LIBOR. Subject to certain conditions,
NW Preferred Stock will be redeemable at the option of the holder within a
specified period of time after the end of a calendar quarter in an aggregate
amount not greater than the excess of the stockholders' equity of the Company
as of the end of such calendar quarter over $500 million and at a redemption
price equal to the price paid for such stock plus accumulated dividends. No
purchases of NW Preferred Stock have been made by Fuji Bank under the Keep
Well Agreement.
10. DIVIDEND RESTRICTIONS AND PAYMENTS
Dividends may legally be paid only out of the Company's surplus, as
determined under the provisions of the Delaware General Corporation Law, or
net profits for either the current or preceding fiscal year, or both. In
addition, the Company is prohibited from paying dividends on Common Stock
69
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
unless all current and full cumulative dividends on the Series A Preferred
Stock and the current dividends on the Series C Preferred Stock have been
paid. In addition, the Company is prohibited from paying dividends on any
other preferred stock that ranks, with respect to the payment of dividends,
equal or junior to the Series A Preferred Stock or the Series C Preferred
Stock, unless all current and full cumulative dividends on the Series A
Preferred Stock and Series C Preferred Stock have been paid.
The Company declared and paid dividends on the Series A Preferred Stock of
$10 million in 1997 and 1996 and declared and paid dividends of $4 million on
the Series B Preferred Stock during 1997. Common Stock dividends paid in 1997
consisted of $43 million paid in cash and $26 million paid in the form of
International Group Preferred Stock. The Company paid cash dividends of $58
million in 1996.
11. FEES AND OTHER INCOME
Non-Interest Income: The following table summarizes the Company's non-
interest income for the years ended December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Fee income and other...................................... $ 84 $52 $ 49
Net investment gains...................................... 69 3 74
Participation income...................................... 27 24 24
Gains on securitization of receivables.................... 26 -- 1
---- --- ----
Total................................................... $206 $79 $148
==== === ====
</TABLE>
Fee income and other includes servicing income, late fees, prepayment fees,
other miscellaneous fees and equipment residual gains.
12. OPERATING EXPENSES
The following table sets forth a summary of the major components of
operating expenses:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
--------------
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Salaries and other compensation........................... $214 $154 $135
Space costs............................................... 30 23 18
Legal and consulting costs................................ 26 12 9
Equipment costs........................................... 17 12 13
Travel and entertainment.................................. 15 12 10
Business acquisition costs................................ 15 9 6
Goodwill and noncompete agreement amortization............ 6 1 1
Other..................................................... 34 24 24
---- ---- ----
Total................................................... $357 $247 $216
==== ==== ====
</TABLE>
Of the increase in operating expenses in 1997, $59 million related to the
consolidation of Factofrance in April, 1997.
70
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
13. BENEFIT PLANS AND OTHER POST RETIREMENT BENEFITS
The Company has various incentive compensation plans and a savings and
profit-sharing plan which provide for annual contributions to eligible
employees based on the Company's achievement of certain financial objectives
and employee achievement of certain objectives.
The Company has a noncontributory defined benefit pension plan covering
substantially all of its domestic employees and a supplemental retirement plan
in which certain employees participate. The Company's policy is to fund, at a
minimum, pension contributions as required by the Employee Retirement Income
Security Act of 1974. Benefits under the defined benefit and supplemental
retirement plans are based on an employee's years of service and average
earnings for the five highest consecutive years of compensation occurring
during the last ten years before retirement. The assets of the defined benefit
plan are held in a collective investment fund of the Multiple Fund Investment
Trust for Employee Benefit Plans. The assets are managed by American National
Bank Investment Management and Trust Company.
The following table summarizes the funding status of the defined benefit and
supplemental retirement plans at the end of each year and identifies the
assumptions used to determine the projected benefit obligation.
<TABLE>
<CAPTION>
SUPPLEMENTAL
RETIREMENT
DEFINED BENEFIT PLAN PLAN
---------------------- ----------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------- ----------------
1997 1996 1995 1997 1996 1995
------ ------ ------ ---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Actuarial present value of
benefit obligations
Vested benefit obligation...... $ 26 $ 21 $ 17 $ 1 $ 2 $ 2
Nonvested benefit obligation... 4 3 3 -- -- --
------ ------ ------ ---- ---- ----
Accumulated benefit obligation... 30 24 20 1 2 2
Effect of projecting future
salary increases on past
service......................... 17 14 12 3 2 2
------ ------ ------ ---- ---- ----
Projected benefit obligation..... 47 38 32 4 4 4
Plan assets at market value...... 42 37 34 -- -- --
------ ------ ------ ---- ---- ----
Plan assets in excess of (less
than) projected benefit
obligation...................... $ (5) $ (1) $ 2 $ (4) $ (4) $ (4)
====== ====== ====== ==== ==== ====
Assumptions:
Discount rate.................... 7.25% 7.75% 7.25% 7.25% 7.75% 7.25%
Expected return on assets........ 9.00 9.00 9.00 N/A N/A N/A
Rate of salary increases......... 6.00 6.00 6.00 6.00 6.00 6.00
</TABLE>
Components of net pension cost for the defined benefit plan for the
following periods are:
<TABLE>
<CAPTION>
DEFINED BENEFIT PLAN
------------------------
YEAR ENDED DECEMBER
31,
------------------------
1997 1996 1995
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost-benefits earned during the year.... $ 3 $ 3 $ 2
Interest accrued on projected benefit
obligation..................................... 3 2 2
Actual return on assets......................... (6) (3) (6)
Net amortization and deferral................... 2 -- 3
------ ------ ------
Net periodic pension cost..................... $ 2 $ 2 $ 1
====== ====== ======
</TABLE>
71
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Supplemental Retirement Plan had a net periodic pension cost of
approximately $1 million in the years ended December 31, 1997, 1996 and 1995.
The prepaid pension cost (liability) of the defined benefit and supplemental
retirement plans were as follows:
<TABLE>
<CAPTION>
SUPPLEMENTAL
DEFINED RETIREMENT
BENEFIT PLAN PLAN
---------------- ----------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------- ----------------
1997 1996 1995 1997 1996 1995
---- ---- ---- ---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
Plan assets in excess of (less than)
projected benefit obligation........... $(5) $(1) $ 2 $ (4) $ (4) $ (4)
Unrecognized prior service (asset)
cost................................... (1) (1) (1) 2 2 1
Unrecognized net (gain) loss from past
experience different from that
assumed................................ 4 2 2 (2) (1) 1
Unrecognized net asset from initial
application............................ (1) (1) (1) -- -- --
--- --- --- ---- ---- ----
Pension (liability) prepaid cost...... $(3) $(1) $ 2 $ (4) $ (3) $ (2)
=== === === ==== ==== ====
</TABLE>
The Company adjusts the discount and salary rates, as well as the rates of
return on assets, to reflect market conditions at the measurement date.
Changes in these assumptions will impact the amount of the pension expense in
future years. The change in the discount rate at December 31, 1997 is expected
to increase pension expense by $1 million in 1998. The change in the discount
rate at December 31, 1996 decreased 1997 pension expense by $1 million. The
Company maintained the salary rate assumption at 6% at December 31, 1997,
based on the Company's experience.
The Company also provides health care benefits for eligible retired
employees and their eligible dependents. The following table presents the
funded status of the post-retirement benefits other than pensions of active
and retired employees as of December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
POST-RETIREMENT
HEALTH CARE PLAN
-------------------
DECEMBER 31,
-------------------
1997 1996 1995
----- ----- -----
(DOLLARS IN
MILLIONS)
<S> <C> <C> <C>
Accumulated postretirement obligation:
Retirees......................................... $ 5 $ 4 $ 4
Fully eligible active plan participants.......... 2 1 1
Other active plan participants................... 3 2 2
----- ----- -----
Total unfunded accumulated postretirement
benefit obligation............................ 10 7 7
Unrecognized net gain (loss) from past experience
different from that assumed....................... (1) 1 1
Unrecognized net asset from initial application.... (5) (6) (6)
----- ----- -----
Accrued postretirement benefit cost............ $ 4 $ 2 $ 2
===== ===== =====
Assumptions:
Discount rate.................................... 7.25% 7.75% 7.25%
</TABLE>
72
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company adjusts the discount, salary and health care cost trend rates to
reflect market conditions at the measurement date. Changes in these
assumptions will impact the amount of the benefit expense in future years. The
accumulated postretirement benefit obligation, under the terms of the amended
healthcare plan, was calculated using relevant actuarial assumptions and
health care cost trend rates projected at annual rates ranging from 9.0% in
1997 to 5.5% in 2004 and thereafter. The effect of a 1.0% annual increase in
these assumed cost trend rates would increase the accumulated postretirement
benefit obligation by $1 million, while annual service and interest cost
components in the aggregate would not be materially affected. The change in
the discount rate at December 31, 1997 had no effect on the 1997 expense and
is expected to increase 1998 expense by less than $1 million. The change in
the discount rate at December 31, 1996 decreased the 1997 expense by less than
$1 million. The unamortized balance of the transition asset was $5 million at
December 31, 1997 and $6 million at December 31, 1996 and 1995. The net
periodic postretirement benefit cost was $1 million for the years ended
December 31, 1997, 1996 and 1995.
The Company has an Executive Deferred Compensation Plan (the "Plan"), a
nonqualified deferred compensation plan, in which certain employees of HIC and
the Company may elect to defer a portion of their annual compensation on a
pre-tax basis. The amount deferred remains an asset of the Company and may be
invested in any of certain mutual funds at the participant's direction.
Payment of amounts deferred are made in a lump sum or in annual installments
over a five, ten or fifteen year period as determined by the participant. Plan
assets were approximately $24 million and $13 million at December 31, 1997 and
1996, respectively. Earnings on plan assets totaled $5 million and $1 million
in 1997 and 1996, respectively, and are included as part of fees and other
income, while the offsetting compensation expense amount is included in
operating expenses.
The Company has long-term incentive plans in which participants receive
performance units that are granted at the beginning of a three year
performance period. The value of a performance unit is based on the three year
average return on equity target for the Company. The total expense related to
the long-term incentive plans was $3 million in 1997 and $3 million in 1996
and $2 million in 1995.
14. INCOME TAXES
The provision for income taxes is summarized in the following table:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Current:
Federal.............................................. $107 $ 60 $116
Utilization of investment and foreign tax credits.... (46) (29) (22)
---- ---- ----
Net federal........................................ 61 31 94
State................................................ 5 (4) 2
Foreign.............................................. 19 4 3
---- ---- ----
Total current...................................... 85 31 99
---- ---- ----
Deferred:
Federal.............................................. (17) 11 (43)
State................................................ (2) 1 (7)
---- ---- ----
Total deferred..................................... (19) 12 (50)
---- ---- ----
$ 66 $ 43 $ 49
==== ==== ====
</TABLE>
Although the Company files a consolidated U.S. tax return with HIC, the
Company reports income tax expense as if it were a separate taxpayer and
records deferred tax benefits for deductible temporary differences if it is
more likely than not that these benefits will be realized. Included in income
tax expense are amounts relating to the International Group, which files a
separate United States
73
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
federal income tax return. United States federal income taxes paid by
International Group amounted to $3 million in 1997 and $5 million in 1996.
Under the terms of the tax allocation agreement between HIC and the Company,
as amended, each company covered by the agreement calculates its current and
deferred income taxes based on its separate company taxable income or loss,
utilizing separate company net operating losses, tax credits, capital losses
and deferred tax assets or liabilities. In accordance with the provisions of
the current tax allocation agreement, net payments of $73 million, $43 million
and $70 million were made to HIC in 1997, 1996 and 1995, respectively.
The reconciliation between the statutory federal income tax provision and
the actual effective tax provision for each of the three years ended December
31 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
(IN MILLIONS)
<S> <C> <C> <C>
Tax provision at statutory rate....................... $ 82 $ 64 $ 63
State and foreign income taxes, net of federal income
tax effects.......................................... 23 8 4
Income of foreign subsidiaries and joint ventures and
foreign tax credit utilization....................... (32) (13) (12)
Net foreign tax rate differential..................... -- -- 4
Resolution of tax issues.............................. (2) (7) (13)
Other, net............................................ (5) (9) 3
---- ---- ----
$ 66 $ 43 $ 49
==== ==== ====
</TABLE>
The significant components of the deferred tax assets and deferred tax
liabilities at December 31, 1997 and 1996 are shown below:
<TABLE>
<CAPTION>
DECEMBER
31,
----------
1997 1996
---- ----
(IN
MILLIONS)
<S> <C> <C>
Deferred Tax Assets:
Allowance for loan losses.................................. $ 97 $ 77
Repossessed properties..................................... -- 1
Foreign tax credits........................................ 8 16
Alternative minimum tax credit carryforward................ -- 1
Net operating losses....................................... 41 28
Equity interests and other investments..................... 22 10
Terminated swap income..................................... 5 17
Accrued expenses........................................... 25 18
---- ----
Gross deferred tax assets.................................... 198 168
Valuation allowance.......................................... (8) (16)
---- ----
Gross deferred tax assets, net of valuation allowance........ 190 152
Deferred Tax Liabilities:
Repossessed properties..................................... $ (6) $--
Fixed assets and deferred income from lease financing...... (17) (17)
Unrealized appreciation of securities available for sale... (4) (8)
---- ----
Gross deferred tax liabilities............................... (27) (25)
---- ----
Net deferred tax asset....................................... $163 $127
==== ====
</TABLE>
74
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Provision has not been made for United States or additional foreign taxes on
$80 million of undistributed earnings of subsidiaries outside the United
States, as those earnings are intended to be reinvested. Such earnings would
become taxable upon the sale or liquidation of these international operations
or upon the remittance of dividends. Given the availability of foreign tax
credits and various tax planning strategies, management believes any tax
liability which may ultimately be paid on these earnings would be
substantially less than that computed at the statutory federal income tax
rate. Upon remittance, certain foreign countries impose withholding taxes that
are then available, subject to certain limitations, for use as credits against
the Company's U.S. tax liability. The amount of withholding tax that would be
payable upon remittance of the entire amount of undistributed earnings would
be approximately $14 million.
The Company had unused foreign tax credit carryforwards of $8 million and
$16 million at December 31, 1997 and 1996, respectively. Due to substantial
restrictions on the utilization of foreign tax credits imposed by the Tax
Reform Act of 1986, the Company may not be able to utilize a significant
portion of foreign tax credit carryforwards prior to expiration. Accordingly,
the Company has recognized a valuation allowance for the amount of foreign tax
credits recorded at December 31, 1997 and 1996. Consistent with this approach,
the Company reduced income tax expense by $15 million in 1997 representing
utilization of such foreign tax credit carryovers.
The Company has recorded a net deferred tax asset of $163 million as of
December 31, 1997. Although realization is not assured, management believes it
is more likely than not that the deferred tax assets will be realized. The
amount of the deferred tax assets considered realizable, however, could be
reduced if estimates of future taxable income are reduced.
15. RELATED PARTIES
Several financial, administrative or other service arrangements exist
between the Company and Fuji Bank, HIC or related affiliates. In management's
opinion, the terms of these arrangements were similar to those the Company
would have been able to obtain in like agreements with unaffiliated entities
in arms-length transactions.
KEEP WELL AGREEMENT WITH FUJI BANK. The Keep Well Agreement provides that if
the Company should lack sufficient cash or credit facilities to meet its
commercial paper obligations, Fuji Bank will lend the Company up to $500
million. That loan would be payable on demand and the proceeds from the loan
could only be used by the Company to meet its commercial paper obligations.
The Keep Well Agreement further provides that Fuji Bank will maintain the
Company's stockholders' equity in an amount equal to $500 million.
Accordingly, if the Company should determine, at the close of any month, that
its stockholders' equity is less than $500 million, then Fuji Bank will
purchase, or cause one of its subsidiaries to purchase, shares of the
Company's NW Preferred Stock in an amount necessary to increase the Company's
stockholders' equity to $500 million. Commitment fees paid by the Company to
Fuji Bank under the Keep Well Agreement amounted to less than $1 million in
1997, 1996 and 1995. Interest on any loans will be charged at the prime rate
of Morgan Guaranty Trust Company of New York plus .25% per annum. No loans or
purchases of NW Preferred Stock have been made by Fuji Bank under this
agreement.
In connection with the issuance of the Series B Preferred Stock (Note 9),
the Company and Fuji Bank amended the termination provisions of the Keep Well
Agreement. The Keep Well Agreement cannot be terminated by either party prior
to December 31, 2002. After December 31, 2002, the Agreement cannot be
terminated by either party unless the Company has received written
certifications
75
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
from Moody's Investor Service, Inc. and Standard and Poor's Corporation that
upon such termination, the Series A Preferred Stock will be rated no lower
than "a3" and "A--," respectively and the Series C Preferred Stock will be
rated no lower than "baa1" and "BBB" respectively. Similarly, after December
31, 2002, the agreement may only be terminated if the Company's senior debt
ratings were unchanged as a result of the termination of the Agreement. After
December 31, 2007, either Fuji Bank or the Company may terminate the agreement
upon 30 business days prior written notice.
SERVICES PROVIDED BY FUJI BANK AND HIC FOR THE COMPANY. Certain employees of
Fuji Bank and HIC performed managerial, administrative and other related
functions for the Company during 1997. The Company compensated Fuji Bank and
HIC for the use of such individuals' services at a rate which reflects current
costs to Fuji Bank and HIC. The amounts paid to Fuji Bank and HIC for these
services were $2 million and $77 million, respectively for 1997, $2 million
and $60 million for 1996 and $2 million and $53 million for 1995. In
conjunction with the transfer of the Company to FAHI, the majority of
employees of HIC who were providing services to the Company were transferred
to the Company. Additionally, certain subsidiaries of Fuji Bank served as
managers for various offerings of the Company's debt securities and acts as
registrar and paying agent for certain debt issuances by the Company. These
services are provided at market rates. The Company has entered into similar
agreements with FAHI. In the Company's opinion, the amounts to be paid under
such agreements will be significantly less than the amounts paid in 1997.
SERVICES PROVIDED BY THE COMPANY FOR FUJI BANK AND HIC. The Company performs
services for its affiliates, including FAHI, and charges them for the cost of
the work performed. The Company may also guarantee the obligations of its
clients or the clients of certain joint ventures, under letters of credit
issued by financial institutions, some of which are affiliates of the Company.
Additionally, the Company guaranteed payment under a deferred compensation
arrangement between HIC and certain of its employees. The Company had
agreements with HIC and certain other subsidiaries of HIC which provide for
the Company to receive an annual negotiated fee for servicing assets which had
been sold by the Company to HIC and these affiliates. The amount of fees for
servicing these assets in 1997, 1996 and 1995, was approximately $200,000, $1
million and $1 million, respectively.
Heller Capital Markets Group, Inc. ("CMG"), a wholly-owned subsidiary of the
Company, acted as placement agent for the sale of commercial paper issued by
HIC during 1997. CMG received compensation based upon the face amount of the
commercial paper notes sold. HIC paid compensation to CMG pursuant to this
arrangement of $61,000 during 1997 and less than $1 million during each of
1996 and 1995. The HIC commercial paper program was terminated during 1997.
INTERCOMPANY RECEIVABLES, PAYABLES, TRANSACTIONS AND FINANCIAL INSTRUMENTS.
At December 31, 1997, other liabilities included net amounts due to affiliates
of $29 million, and at December 31, 1996, other assets included net amounts
due from affiliates of $20 million. These amounts are principally comprised of
interest bearing demand notes representing amounts due to or from the Company
arising from an interest rate swap agreement with HIC, advances,
administrative fees and costs charged to other subsidiaries of HIC and amounts
payable to HIC for services provided. The notes bear interest at rates which
approximate the average rates on the Company's commercial paper obligations or
short-term bank borrowing rates outstanding during the period. During 1997,
the Company paid interest of $3 million to HIC related to these notes.
During 1997, the Company was a party to a $200 million notional amount
interest rate swap agreement with HIC, which expires December 15, 2000 and was
assumed by FAHI effective January 2, 1998. The purpose of this agreement is to
manage the Company's exposure to interest rate fluctuations. Under this
agreement, the Company pays interest to the counterparty at a variable rate
76
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
based on the commercial paper rate published by the Board of Governors of the
Federal Reserve System. The counterparty pays interest to the Company at a
fixed rate of 5.57%. This agreement, which FAHI assumed from HIC effective
January 1998, increased the Company's interest expense by $295,000 and $3
million in 1997 and 1996, respectively.
During 1997, HIC converted all of its shares of Series D Preferred Stock
into common stock of the Company. Prior to the conversion, the Company paid a
dividend to HIC on the Series D Preferred Stock of approximately $500,000.
Also, during 1997, the Company paid to Fuji Bank a commitment fee of
approximately $317,000, related to the Keep Well Agreement.
The trust department of Fuji Bank may purchase commercial paper of the
Company for its clients. Interest expense paid by the Company related to such
commercial paper borrowings was $235,000 in 1997.
In the ordinary course of its business, the Company participates in joint
financings with Fuji Bank or certain affiliates. During 1997, the Company sold
$10 million of an outstanding $25 million commitment to Fuji Bank at book
value. No gain or loss was recorded on the sale. During 1996, the Company
jointly participated with Fuji Bank in $53 million of financings, of which the
Company retained an $8 million interest.
Fuji Bank and one of its subsidiaries provided uncommitted lines of credit
to consolidated international subsidiaries totaling $29 million and $15
million at December 31, 1997 and 1996, respectively. Borrowings under these
facilities totaled $5 million and $4 million at December 31, 1997 and 1996,
respectively. In addition, Fuji Bank provides committed and uncommitted lines
of credit to certain international joint ventures.
The Company has an accounts receivable sale facility which allows the
Company to sell an undivided interest of up to $550 million in a designated
pool of its factored accounts receivable to five bank-sponsored conduits. The
Company sold approximately $500 million of receivables under this facility as
of December 31, 1997. The underlying liquidity support for the conduits is
provided by unaffiliated entities. One of the conduits has an operating
agreement with Fuji Bank. The Company paid fees of $346,000 to Fuji Bank
during 1997 for services provided under this agreement.
In conjunction with the formation of FAHI, the Company purchased, at book
value, less than $10 million of assets from HIC on December 31, 1997. The
assets are primarily recorded as real estate receivables at the purchase
price.
16. FAIR VALUE DISCLOSURES
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments," requires disclosure of fair value information
for certain financial instruments, for which it is practicable to estimate
that value. Since there is no well-established market for many of the
Company's assets and financial instruments, fair values are estimated using
present value, property yield, historical rate of return and other valuation
techniques. These techniques are significantly affected by the assumptions
used, including the discount rate and estimates of future cash flows. These
assumptions are inherently judgmental and changes in such assumptions could
significantly affect fair value calculations. The derived fair value estimates
may not be substantiated by comparison to independent markets and may not be
realized in immediate liquidation of the instrument.
77
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The carrying values and estimated fair values of the Company's financial
instruments at December 31, 1997 and 1996, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------
1997 1996
------------------- ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- --------- -------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Net receivables..................... $10,461 $10,883 $8,304 $8,509
Total investments................... 994 1,044 805 863
Debt................................ 9,436 9,371 7,506 7,514
Swap agreements
Asset............................. 4 12 4 20
Liability......................... (7) (111) (6) (37)
Forward contracts................... 623 623 262 262
Purchased options................... 74 74 42 42
</TABLE>
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments. Carrying values
approximate fair values for all financial instruments which are not
specifically addressed.
For variable rate receivables that reprice frequently and are performing at
acceptable levels, fair values were assumed to equal carrying values. All
other receivables were pooled by loan type and risk rating. The fair value for
these receivables was estimated by employing discounted cash flow analyses,
using interest rates equal to the London Inter-Bank Offered Rate or the Prime
rate offered as of December 31, 1997 and 1996 plus an adjustment for normal
spread, credit quality and the remaining terms of the loans.
Carrying and fair values of the trading securities and securities available
for sale are based on quoted market prices. The fair values of equity
interests and other investments are calculated by using the Company's business
valuation model to determine the estimated value of these investments as of
the anticipated exercise date. The business valuation model analyzes the cash
flows of the related company and considers values for similar equity
investments. The determined value is then discounted back to December 31, 1997
and 1996, using a rate appropriate for returns on equity investments. Although
the investments in international joint ventures accounted for by the equity
method are not considered financial instruments and, as such, are not included
in the above table, management believes that the fair values of these
investments significantly exceed the carrying value of these investments.
The fair value of the notes and debentures was estimated using discounted
cash flow analyses, based on current incremental borrowing rates for
arrangements with similar terms and remaining maturities, as quoted by
independent financial institutions as of December 31, 1997 and 1996. Fair
values were assumed to equal carrying values for commercial paper and other
short term borrowings.
The carrying value of the swap agreements represents the interest receivable
and interest payable as of December 31, 1997 and 1996. The estimated fair
value represents the mark to market loss and mark to market gain outstanding
as of December 31, 1997 and 1996, respectively, as based upon quoted market
prices obtained from independent financial institutions. Forwards and
purchased options are carried at fair value. The fair values of loan
commitments, letters of credit and guarantees are negligible.
78
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
17. FINANCIAL DATA BY REGION
The following table shows certain financial information by geographic region
for the years ended December 31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------
UNITED ASIA- LATIN
STATES EUROPE PACIFIC AMERICA CONSOLIDATED
------- ------ ------- ------- ------------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Assets
1997...................... $10,048 $2,378 $267 $168 $12,861
1996...................... 9,157 330 306 133 9,926
1995...................... 8,981 295 265 97 9,638
Total revenues
1997...................... $ 1,063 $ 159 $ 29 $ 19 $ 1,270
1996...................... 893 47 30 15 985
1995...................... 1,009 39 28 8 1,084
Income before taxes and
minority interest
1997...................... $ 183 $ 59 $ 6 $(15) $ 233
1996...................... 145 36 6 (4) 183
1995...................... 148 23 7 3 181
Net income
1997...................... $ 126 $ 41 $ 5 $(14) $ 158
1996...................... 100 31 5 (3) 133
1995...................... 95 21 5 4 125
</TABLE>
79
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
18. SUMMARY OF QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following financial information for the calendar quarters of 1997, 1996
and 1995, is unaudited. In the opinion of management, all adjustments
necessary to present fairly the results of operations for such periods have
been included.
<TABLE>
<CAPTION>
QUARTER ENDED
---------------------------------
MARCH 31 JUNE 30 SEPT. 30 DEC. 31
-------- ------- -------- -------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Net interest income--
1997.................................. $ 92 $107 $104 $105
1996.................................. 90 87 87 91
1995.................................. 94 95 98 100
Operating revenues--
1997.................................. $141 $199 $193 $221
1996.................................. 131 129 124 149
1995.................................. 146 132 161 181
Provision for losses--
1997.................................. $ 22 $ 34 $ 48 $ 60
1996.................................. 24 25 12 42
1995.................................. 50 28 56 89
Net income--
1997.................................. $ 39 $ 44 $ 40 $ 35
1996.................................. 34 35 35 29
1995.................................. 30 34 35 26
</TABLE>
19. ACCOUNTING DEVELOPMENTS
The Company adopted Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" ("SFAS 125") as amended by Statement of
Financial Accounting Standards No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125" (collectively referred to
hereafter as "SFAS 125") on January 1, 1997. SFAS 125 uses a "financial
components" approach that focuses on control to determine the proper
accounting for financial asset transfers and addresses the accounting for
servicing rights on financial assets in addition to mortgage loans.
Securitizations of finance receivables are accounted for as sales when legal
and effective control over the related receivables is surrendered. Servicing
assets or liabilities are recognized when the servicing rights are retained by
the seller.
In June, 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive Income,"
which the Company has adopted effective January 1, 1998. This statement
establishes standards for reporting and display of comprehensive income and
its components in a full set of general purpose financial statements.
Statement of Financial Accounting Standards No. 131, "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131") was also
released in June, 1997 and has also been adopted effective January 1, 1998.
SFAS 131 requires segments to be reported based on the way management
organizes segments within the Company for making operating decisions and
assessing performance.
As SFAS 130 and 131 relate to disclosure requirements, management believes
that neither statement will have a material impact on the financial results of
the Company.
80
<PAGE>
HELLER FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
20. SUBSEQUENT EVENTS
On January 29, 1998, Fuji Bank announced that it is considering an initial
public offering of Common Stock by the Company. Fuji Bank will retain majority
ownership of the Company after any such offering. The timing and the terms of
the offering have not yet been determined.
In anticipation of an initial public offering, the Company amended its
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock. The total number of shares of stock which the Company
shall have authority to issue is 852 million, of which 2 million shares, no
par value, are to be of a class designated "Preferred Stock", 50 million
shares, of the par value of $.01 each, are to be of a class designated "Senior
Preferred Stock" and 800 million shares, of the par value of $0.25 each, are
to be of a class designated "Common Stock." The Company's Board of Directors
authorized two classes of Common Stock, Class A Common Stock and Class B
Common Stock. The authorization of the two classes of Common Stock has been
retroactively reflected in the Company's consolidated financial statements.
Prior to the consummation of the offering, the Keep Well Agreement would be
amended to allow the Company or Fuji Bank or any of its affiliates to sell or
dispose of Common Stock to any person or entity, provided that after any such
sale or disposition, Fuji Bank continues to hold greater than 50% of the
combined voting power of the outstanding Common Stock.
In February 1998, the Company paid a dividend of 51 million shares of Class
B Common Stock to FAHI, which has been retroactively reflected in the
Company's consolidated financial statements.
In February 1998, the Company was authorized to purchase the 21% ownership
interest in International Group held by Fuji Bank for approximately $85
million. If completed, the Company intends to account for this transaction in
a manner similar to a pooling of interests.
On February 24, 1998, the Company paid a dividend on the Common Stock owned
by FAHI of $450 million. The dividend was paid out of the surplus of the
Company and in the form of a subordinated note maturing six years from the
date of issuance with an interest rate of LIBOR plus 0.50%. The note can be
prepaid at any time without a premium.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
81
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to the
directors and executive officers of the Company. All of the directors and
officers of the Company are elected at the annual meeting for a term of one
year or until their successors are duly elected and qualified.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Richard J. Almeida (1)(2)(4).... 55 Chairman of the Board and Chief Executive
Officer
Yukihiko Chayama (1)(3)......... 50 Director
Tsutomu Hayano.................. 51 Director
Mark Kessel..................... 56 Director
Michael J. Litwin (1)........... 50 Director, Executive Vice President and
Chief Credit Officer
Dennis P. Lockhart (1).......... 51 Director and President of International
Group
Lauralee E. Martin (1).......... 47 Director, Executive Vice President and
Chief Financial Officer
Hideo Nakajima.................. 48 Director
Osamu Ogura (1)(3).............. 40 Director
Masahiro Sawada (1)............. 44 Director and Senior Vice President
Takeshi Takahashi............... 49 Director
Atsushi Takano (1)(2)(3)(4)..... 52 Director
Kenichiro Tanaka (1)(2)(4)...... 49 Director and Executive Vice President
Kenichi Tomita.................. 48 Director
Mark A. Abbott.................. 37 Group President, Corporate Finance
Anthony O'B. Beirne............. 49 Senior Vice President and Treasurer
Michael P. Goldsmith............ 44 Group President, Real Estate Finance and
Project Finance
John L. Guy, Jr................. 45 Group President, Small Business Lending
Jay S. Holmes................... 51 Group President, Equipment Finance and
Leasing
Lawrence G. Hund................ 41 Senior Vice President and Controller
David J. Kantes(5).............. 54 Group President, Business Credit
Scott E. Miller(5).............. 51 Group President, Business Credit
Michael J. Roche................ 46 Group President, Current Asset Management
Charles G. Schultz.............. 51 Group President, Sales Finance
Debra H. Snider................. 43 Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
Frederick E. Wolfert............ 43 President and Chief Operating Officer
</TABLE>
- --------
(1) Member of Executive Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
(4) Member of Special Financing Committee
(5) Mr. Kantes has resigned his position with the Company effective April 3,
1998 and has been replaced by Mr. Miller.
82
<PAGE>
Richard J. Almeida has served as the Chairman of the Board and Chief
Executive Officer of the Company, International Group and Heller International
Holdings, Inc. ("Holdings") since November 1995; and as Director of the
Company and International Group since November 1987. He has also served as
Director of FAHI since January 1998. He has served as Director of Holdings
since December 1992. He previously served as the Chairman of the Board and
Chief Executive Officer of HIC from November 1995 to January 1998; Director of
HIC from November 1987 to January 1998; Executive Vice President and Chief
Financial Officer of Holdings from December 1992 to November 1995; and
Executive Vice President and Chief Financial Officer of the Company, HIC and
International Group from November 1987 to November 1995. Prior to joining the
Company in 1987, Mr. Almeida served in a number of operating positions, both
in Corporate Banking and Investment Banking sectors, for Citicorp.
Yukihiko Chayama has served as Director of the Company, International Group
and Holdings since July 1996; Director of FAHI since January 1998; Chief
Representative for the Washington, DC Representative Office of Fuji Bank since
October 1996; and Executive Vice President and General Manager for the
Americas Division of Fuji Bank since July 1996. He previously served as
Director of HIC from July 1996 to January 1998; General Manager at the Oji
Branch of Fuji Bank from May 1994 to 1996; and the Deputy General Manager in
the Head Office Corporate Banking Division of Fuji Bank from April 1991 to
1994.
Tsutomu Hayano has served as Director of the Company since May 1996;
Director of Fuji Bank since June 1997; General Manager at the New York Branch
of Fuji Bank and Chairman of The Fuji Bank and Trust Co. since May 1996. He
previously served as Director of HIC from May 1996 to January 1998; General
Manager at the Hamamatsucho Branch of Fuji Bank from May 1994 to 1996; and
President of Fuji Bank, Nederland N.V. from February 1990 to 1994.
Mark Kessel has served as Director of the Company since July 1992. He
previously served as Director of HIC from July 1992 to January 1998. Mr.
Kessel has been a Partner of Shearman & Sterling since December 1977.
Michael J. Litwin has served as Director of the Company since April 1990;
Executive Vice President and Chief Credit Officer of the Company since January
1997; Executive Vice President of Holdings since December 1992; Director of
International Group and Holdings since January 1997; and Executive Vice
President of International Group since January 1989. He previously served as
Director of HIC from April 1990 to January 1998; Executive Vice President of
HIC from January 1997 to January 1998; and Senior Group President of the
Company from October 1990 to January 1997. Mr. Litwin has served in various
other positions since joining the Company in 1971, including Assistant General
Counsel.
Dennis P. Lockhart has served as Director of the Company and International
Group and President of International Group since January 1988; Director and
President of Holdings since December 1992; and Director of Tri Valley
Corporation since April 1981. He previously served as Director and Executive
Vice President of HIC from January 1988 to January 1998. Prior to joining the
Company in 1988, Mr. Lockhart was employed by Citicorp for 16 years, holding a
number of positions in corporate/institutional banking domestically and
abroad, including assignments in Lebanon, Saudi Arabia, Greece, Iran, New York
and Atlanta, with regional experience encompassing Europe, the Middle East,
Africa and Latin America.
Lauralee E. Martin has served as Executive Vice President and Chief
Financial Officer of the Company, International Group and Holdings since May
1996; Director of the Company since May 1991; Director of International Group
and Holdings since May 1996; and Director of Gables Residential
83
<PAGE>
Trust since January 1994. She previously served as Executive Vice President
and Chief Financial Officer of HIC from May 1996 to January 1998; Director of
HIC from May 1991 to January 1998; and Senior Group President of the Company
from October 1990 to May 1996. Prior to joining the Company in 1986, Ms.
Martin held a variety of senior management positions with General Electric
Credit Corporation.
Hideo Nakajima has served as Director of the Company since May 1996; and
Executive Vice President and General Manager of Fuji Bank, Los Angeles Agency
since May 1996. He previously served as Director of HIC from May 1996 to
January 1998; Managing Director of Fuji Bank, Nederland N.V. from July 1993 to
1996; and Deputy General Manager in the Head Office Corporate Banking Division
I of Fuji Bank from February 1990 to 1993.
Osamu Ogura has served as Director of the Company since November 1994;
Director of FAHI since January 1998; Director of International Group and
Holdings since May 1996; and Senior Vice President and Deputy General Manager
of the Americas Division of Fuji Bank since November 1994. He previously
served as Director of HIC from November 1994 to January 1998 and Senior
Manager of Fuji Bank, Americas Division from 1993 to 1994.
Masahiro Sawada has served as Senior Vice President of the Company since
January 1998 and as Director of the Company, International Group and Holdings
since December 1995. He previously served as Director of HIC from December
1995 to January 1998; Senior Vice President of HIC from May 1995 to January
1998; and Joint General Manager of Fuji Bank, Paris Branch from May 1992 to
1995.
Takeshi Takahashi has served as Director of the Company, and as Executive
Vice President and General Manager of Fuji Bank, Chicago Branch since June
1997. He previously served as Director of HIC from June 1997 to January 1998;
Executive Vice President and General Manager of Fuji Bank, Houston Agency from
May 1995 to June 1997; General Manager of HIC Project Finance II, Fuji Bank,
Tokyo from May 1994 to May 1995; and Joint General Manager of Fuji Bank,
London Branch from February 1990 to May 1994.
Atsushi Takano has served as Director of the Company, International Group
and Holdings since August 1997; Director and Chairman of FAHI since January
1998; Managing Director of Fuji Bank since June 1997; and Director of Fuji
Bank since June 1995. He previously served as Director of HIC from August 1997
to January 1998; General Manager, Corporate Banking Division II, Fuji Bank,
Tokyo from June 1996 to June 1997; General Manager of Fuji Bank, New York
Branch from June 1994 to June 1996; and General Manager of Fuji Bank, Los
Angeles Agency from June 1992 to June 1994.
Kenichiro Tanaka has served as Executive Vice President of the Company since
January 1998; Director of the Company, International Group and Holdings since
February 1997; and Director, President and Chief Executive Officer of FAHI
since January 1998. Mr. Tanaka previously served as Director and Executive
Vice President of HIC from February 1997 to January 1998; President and Chief
Executive Officer of Fuji Bank, Canada from November 1994 to January 1997; and
Deputy General Manager of Fuji Bank, Head Office Credit Division from May 1991
to November 1994.
Kenichi Tomita has served as a Director of the Company since May 1996; and
as Executive Vice President and General Manager in the Credit Division for the
Americas of Fuji Bank since April 1996. He previously served as Director of
HIC from May 1996 to January 1998, and as Deputy General Manager of the Credit
Division for the Americas of Fuji Bank from March 1992 to 1996.
84
<PAGE>
Mark A. Abbott has served as Group President of Corporate Finance since
April 1997. He previously served as Executive Vice President of Corporate
Finance from November 1992 to April 1997. Prior to joining the Company in
1989, Mr. Abbott held various positions with Continental Bank, most recently
as a member of the bank's venture capital unit, which focused on investing in
leveraged transactions.
Anthony O'B. Beirne has served as Senior Vice President and Treasurer of the
Company since May 1995 and as Treasurer of FAHI since January 1998. He
previously served as Senior Vice President and Treasurer of HIC from May 1995
to January 1998; Senior Vice President and Controller of Holdings from
December 1992 to May 1995; and Senior Vice President and Controller of the
Company, HIC and International Group from March 1988 to May 1995. Before
joining the Company in 1988, Mr. Beirne was Vice President and Corporate
Controller of Kenner Parker Toys, Inc. and previously worked for General
Mills, Inc., Arthur Andersen and Co. and Chemical Bank.
Michael P. Goldsmith has served as Group President of Real Estate Finance
and Project Finance since April 1994. He previously served as Executive Vice
President and Division Manager for the Project Management Organization from
May 1990 to April 1994. Prior to joining the Company in 1988, Mr. Goldsmith
was a Vice President and Division Manager at Continental Bank, managing many
of Continental's troubled loans. He has also held a variety of corporate
finance positions involving buyouts and recapitalizations.
John L. Guy, Jr. has served as Group President for Small Business Lending
since April 1997; President of Heller First Capital Corp. since May 1996; and
Director of Monetta Trust since November 1994. He previously served as
Executive Vice President for the Heller First Capital Division of the Company
from May 1996 to April 1997; Senior Vice President for the Heller First
Capital Division of the Company from May 1995 to May 1996; and Senior Vice
President and Treasurer of the Company and HIC from July 1992 to May 1995.
Before joining the Company in 1987, Mr. Guy was Assistant Treasurer for Borg
Warner Financial Services.
Jay S. Holmes has served as Group President of Equipment Finance and Leasing
since December 1995 and as President of Heller Financial Leasing, Inc. since
May 1996. He previously served as Executive Vice President for Commercial
Equipment Finance from September 1992 to December 1995. Mr. Holmes, who joined
the Company in 1992, has 26 years of equipment leasing industry experience and
currently is a member of the Middle Market Business Council of the Equipment
Leasing Association.
Lawrence G. Hund has served as Senior Vice President and Controller of the
Company, International Group and Holdings since May 1995. He previously served
as Senior Vice President and Controller of HIC from May 1995 to January 1998;
Senior Vice President, Liability Management and Assistant Treasurer of the
Company and HIC from January 1995 to May 1995; and Senior Vice President for
Accounting and Operations of the Company and HIC from January 1993 to December
1994. Prior to joining the Company in 1985, Mr. Hund was an Audit Manager with
the accounting firm of Arthur Young & Company.
David J. Kantes has served as Group President of Business Credit since
December 1995. He previously served as Executive Vice President of Business
Credit from June 1993 to December 1995, and as Executive Vice President of
NatWest Credit Corp. from July 1986 to May 1993. Mr. Kantes has resigned his
positions with the Company effective April 3, 1998.
Scott E. Miller has served as Group President of Business Credit since
joining the Company in February 1998. From September 1993 to January 1998, he
served as Senior Vice President and General Manager in Asset Based Lending for
Bank of America NT&SA. Mr. Miller previously spent 17 years with Citicorp,
holding a variety of management and lending roles.
85
<PAGE>
Michael J. Roche has served as Group President of Current Asset Management
since November 1994. He previously served as Senior Vice President and Chief
Information Officer for Information Technology of the Company from October
1990 to November 1994; and as Senior Vice President and Chief Information
Officer for Information Technology of HIC from May 1991 to October 1994. Prior
to joining the Company in 1990, Mr. Roche was employed by Continental Bank for
17 years in a variety of information technology positions, including as Senior
Vice President, Managing Director of Application Services.
Charles G. Schultz has served as Group President of Sales Finance since
April 1997. He previously served as Executive Vice President of Vendor Finance
from September 1995, when he joined the Company, to April 1997; President of
Financial Alliance Corporation from January 1994 to September 1995; and as
Executive Vice President of Sanwa Business Credit Corporation ("Sanwa") from
February 1991 to January 1994. Prior to joining Sanwa, Mr. Schultz spent 10
years in various treasury, marketing and credit positions for Ford Motor
Credit Company.
Debra H. Snider has served as Chief Administrative Officer of the Company
since February 1997; General Counsel of the Company, International Group and
Holdings since October 1995; Executive Vice President and Secretary of the
Company, International Group and Holdings since April 1995; and Secretary of
FAHI since January 1998. She previously served as General Counsel of HIC from
October 1995 to January 1998; Executive Vice President and Secretary of HIC
from April 1995 to January 1998; and Acting General Counsel for the Company,
HIC, International Group and Holdings from April 1995 to October 1995. Ms.
Snider was a Partner at Katten Muchin & Zavis from February 1991 to March 1995
and previously served as First Vice President and Associate General Counsel at
the Balcor Company.
Frederick E. Wolfert has served as President and Chief Operating Officer of
the Company since January 1998. He served as Chairman of Key Global Finance
Ltd. from April 1996 to December 1997; Chairman, President and Chief Executive
Officer of KeyCorp Leasing, Ltd. from June 1993 to December 1997; Chairman,
President and Chief Executive Officer of KeyBank USA N.A. from June 1993 to
December 1996; President and Chief Operating Officer of KeyCorp Leasing, Ltd.
from December 1991 to June 1993; and Executive Vice President of KeyBank USA
N.A. from December 1991 to June 1993. Mr. Wolfert also served for nine years
in management positions with U.S. Leasing Corporation in its San Francisco
headquarters.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 of the Exchange Act requires the Company's officers (as defined
under Section 16) and directors and persons who own greater than 10% of a
registered class of the Company's equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Based solely on a review of the forms it has received and on
written representations from certain reporting persons that no such forms were
required for them, the Company believes that, during 1997, except as set forth
below, all Section 16 filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with by such
persons. Mark A. Abbott (elected as Group President of Corporate Finance on
March 19, 1997), Takeshi Takahashi (elected as Director on June 9, 1997) and
Atsushi Takano (elected as Director on August 21, 1997) inadvertently failed
to timely file their Initial Statements of Beneficial Ownership of Securities
on Form 3. Each of such individuals subsequently filed the required Form 3.
86
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information with respect to all compensation
received by the Chief Executive Officer of the Company and the four next most
highly compensated executive officers of the Company (as determined at
December 31, 1997 based on combined salary and bonus) (collectively, the
"Named Officers") for services rendered in all capacities to the Company
during the years ended December 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE (1)(2)
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
LTIP PAYOUTS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(3) COMPENSATION($)(4)
- --------------------------- ---- --------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Richard J. Almeida 1997 637,500 450,000 548,871 4,000
(Chairman of the 1996 475,000 313,500 -- 4,750
Board and Chief 1995 318,375 225,000 310,905 4,620
Executive Officer)
Michael P. Goldsmith 1997 247,682 450,000 222,742 4,000
(Group President, 1996 191,579 200,000 -- 4,050
Real Estate Finance 1995 184,500 90,732 67,838 4,128
and Project
Finance)
David J. Kantes 1997 245,583 350,000 240,146 4,000
(Group President, 1996 237,128 225,000 -- 4,479
Business Credit) 1995 208,488 175,000 -- 4,620
Mark A. Abbott 1997 207,125 350,000 174,787 114,476(5)
(Group President, 1996 192,833 276,000 -- 4,478
Corporate Finance) 1995 175,334 175,000 88,984 4,321
Lauralee E. Martin 1997 286,354 225,000 313,448 4,000
(Chief Financial 1996 270,000 160,000 -- 4,318
Officer) 1995 254,004 175,000 256,774 4,620
</TABLE>
- --------
(1) The Company has an Executive Deferred Compensation Plan, a non-qualified
deferred compensation plan in which certain employees of the Company may
elect to defer a portion of their annual compensation on a pre-tax basis.
The amount of deferred compensation remains an asset of the Company and
may be invested in any of certain mutual funds at the participant's
discretion.
(2) Certain executive officers of the Company whose compensation is included
above were employed and paid by HIC during 1997. Pursuant to a management
agreement between the Company and HIC, the Company reimbursed HIC for
their services.
(3) Under the terms of each of the Company's Long Term Incentive Plans
("LTIPs"), payouts of all accruals are made after the termination of the
LTIP to officers who are active employees of the Company and participants
in the LTIP through its termination date (subject to exceptions in the
case of disability, death or retirement). In 1997, cash payouts were made
to the Named Officers under an LTIP for the performance and award period
that began January 1, 1994 and ended December 31, 1996. In March, 1995,
cash payouts were made to the Named Officers under an LTIP for the
performance and award period that began January 1, 1992 and ended December
31, 1994. In prior years, the Company reported annual accruals under its
LTIPs as other annual
87
<PAGE>
compensation. The Company revised the terms of its LTIPs commencing with
the LTIP for the performance and award period beginning January 1, 1996 and
ending December 31, 1998 (the "1996-1998 LTIP"), as discussed below in
greater detail. Perquisites and other personal benefit amounts for each of
the Named Officers fall below the minimum level for disclosure and
therefore have been excluded.
(4) Amounts reported reflect the Company's contribution made in the form of a
match on amounts deferred by the Named Officer in the Company's Savings
and Profit Sharing Plan, which is qualified under Section 401(a) of the
1986 Internal Revenue Code, as amended (the "Code"). This Plan is
available to all employees who work at least 900 hours per year. The
Company makes matching contributions equal to 50% of the employee's
contribution, except that the Company's contribution will not exceed 2.5%
of the employee's base salary or $4,000, whichever is less.
(5) Also includes an aggregate of $110,476 that was paid in respect of
relocation expenses incurred on Mr. Abbott's behalf.
LONG TERM INCENTIVE PLANS
The Company currently maintains two different LTIPs covering the Named
Officers and other employees of the Company. Under each of the LTIPs,
performance shares have been granted for a three year performance and award
period. The performance shares are earned out over the three-year performance
and award period based on a targeted average return on equity goal. The
Company has made grants under the 1996-1998 LTIP and under an LTIP for the
performance and award period beginning January 1, 1997 and ending December 31,
1999 (the "1997-1999 LTIP"). The performance and award periods for the 1996-
1998 LTIP grants and the 1997-1999 LTIP grants will continue after the
consummation of the Offerings, subject to the terms and conditions of the
LTIPs. For each of the 1996-1998 LTIP and the 1997-1999 LTIP, a total of
46,000 units was allocated. If the Company achieves its return on equity
target, this would create a pool of $4,600,000 for each LTIP. In the event an
employee ceases to be an active employee prior to the end of the performance
period, no incentive compensation will be deemed to be earned under the LTIPs.
The following tables set forth certain information with respect to awards
that were granted during 1996 to the Named Officers under the 1996-1998 LTIP
and are currently outstanding:
LONG TERM INCENTIVE PLANS--AWARDS IN 1996
1996-1998 LTIP
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE OR UNDER NON-STOCK PRICE-BASED
NUMBER OF OTHER PERIOD PLANS
SHARES, UNITS UNTIL ---------------------------
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS PAYOUT ($) ($) ($)
---- ------------- -------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Richard J. Almeida.... 4,060 3 Years $304,500 $406,000 $690,200
Michael P. Goldsmith.. 1,130 3 Years 84,750 113,000 192,100
David J. Kantes....... (1)
Mark A. Abbott........ 800 3 Years 60,000 80,000 136,000
Lauralee E. Martin.... 1,580 3 Years 118,500 158,000 268,600
</TABLE>
- --------
(1) Mr. Kantes has resigned from the Company effective April 3, 1998 and will
therefore be ineligible to receive any payouts under this plan.
88
<PAGE>
The following table sets forth certain information with respect to awards
that were granted during 1997 to the Named Officers under the 1997-1999 LTIP
and are currently outstanding:
LONG TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
1997-1999 LTIP
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE OR UNDER NON-STOCK PRICE-BASED
NUMBER OF OTHER PERIOD PLANS
SHARES, UNITS UNTIL ---------------------------
OR OTHER MATURATION OR THRESHOLD TARGET MAXIMUM
NAME RIGHTS PAYOUT ($) ($) ($)
- ---- ------------- -------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Richard J. Almeida.... 4,375 3 Years $328,125 $437,500 $743,750
Michael P. Goldsmith.. 500 3 Years 37,500 50,000 85,000
David J. Kantes....... (1)
Mark A. Abbott........ 1,000 3 Years 75,000 100,000 170,00
Lauralee E. Martin.... 1,500 3 Years 112,500 150,000 255,00
</TABLE>
- --------
(1) Mr. Kantes has resigned from the Company effective April 3, 1998 and will
therefore be ineligible to receive any payouts under this plan.
RETIREMENT AND OTHER DEFINED BENEFIT PLANS
The Company has a defined benefit retirement income plan (the "Retirement
Plan") for the benefit of its employees that is a qualified plan under Section
401 of the Code. Substantially all domestic employees of the Company who have
one year of service, including executive officers and directors of the
Company, certain employees of FAHI, and certain employees of International
Group who are not employees of the Company participate in the Retirement Plan.
Non-Employee Directors are not eligible for retirement benefits. Under a
defined benefit plan, such as the Retirement Plan, contributions are not
specifically allocated to individual participants.
The Company adopted a Supplemental Executive Retirement Plan ("SERP"),
effective October 28, 1987 and amended and restated effective January 1, 1996,
which provides a benefit to all employees whose full benefit under the
Retirement Plan is reduced by participation in the Company's Executive
Deferred Compensation Plan and by limitations imposed by Sections 401(a)(17)
and 415 of the Code.
The following table shows estimated annual retirement benefits for
executives in specified remuneration and service classifications:
ESTIMATED ANNUAL RETIREMENT BENEFITS
<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE
----------------------------------------------
FINAL AVERAGE PAY 5 10 15 20 25 AND OVER
- ----------------- ------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C>
$200,000......................... $26,000 $ 52,000 $ 78,000 $104,000 $130,000
225,000......................... 29,250 58,500 87,750 117,000 146,250
250,000......................... 32,500 65,000 97,500 130,000 162,500
275,000......................... 35,750 71,500 107,250 143,000 178,750
300,000......................... 39,000 78,000 117,000 156,000 195,000
400,000......................... 52,000 104,000 156,000 208,000 260,000
450,000......................... 58,500 117,000 175,500 234,000 292,500
500,000......................... 65,000 130,000 195,000 260,000 325,000
600,000......................... 78,000 156,000 234,000 312,000 390,000
</TABLE>
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<PAGE>
In general, remuneration covered by the Retirement Plan consists of the
annual base salary determined before any salary reduction contributions to the
Company's Savings and Profit Sharing Plan. The figures shown in the table
above include benefits payable under the Retirement Plan and SERP as described
above. However, the figures shown are prior to offsets for Social Security and
Company matching benefits under its Savings and Profit Sharing Plan. The
estimates assume that benefits commence at age 65 under a straight life
annuity form.
As of December 31, 1997, the number of years of credited service for the
Named Officers and the actual average remuneration for their respective years
of credited service with the Company were as follows: Richard J. Almeida, 10
years, 5 months, $400,058; Michael P. Goldsmith, 9 years, 1 month, $165,558;
David J. Kantes, 4 years, 6 months, $196,642; Mark A. Abbott, 8 years, 5
months, $189,741; and Lauralee E. Martin, 11 years, 5 months, $256,308.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
ARRANGEMENTS
Richard J. Almeida, Chairman and Chief Executive Officer of the Company, is
party to an employment contract with the Company, which became effective as of
December 31, 1997 and expires on December 31, 1999. The contract will be
automatically extended to December 31, 2000, unless either Mr. Almeida or the
Company gives the other written notice to the contrary on or before June 30,
1999. The contract provides for the payment to Mr. Almeida of an annual base
salary of not less than the amount Mr. Almeida receives during 1998. Mr.
Almeida's base salary and performance bonus are to be reviewed by the Company
during the term of the contract pursuant to the Company's normal practices.
The contract provides for Mr. Almeida's participation in all executive bonus
and incentive compensation plans of the Company. The contract further provides
that if Mr. Almeida's employment is terminated by the Company without cause
(as defined in the contract), or if he resigns with cause (as defined in the
contract), he will be entitled to receive full salary through the date 24
months from the date of termination. In the event of a termination under
either of the situations described above, Mr. Almeida is also entitled to
receive his incentive plan bonus payment at the applicable target bonus level
for the full year in which such termination occurs, as well as certain minimum
payments under each LTIP in which he was previously granted awards, and he
will continue to be covered under certain benefit plans through the date 24
months from the date of termination.
Frederick E. Wolfert is party to an employment contract with the Company,
which became effective as of December 31, 1997, the date on which he was
elected President and Chief Operating Officer, and expires on December 31,
1999. The contract provides for the payment to Mr. Wolfert of an annual base
salary of not less than the amount Mr. Wolfert receives during 1998. Mr.
Wolfert's base salary and performance bonus are to be reviewed by the Company
during the term of the contract pursuant to the Company's normal practices.
The contract provides for Mr. Wolfert's participation in all executive bonus
and incentive compensation plans of the Company. The contract further provides
that if Mr. Wolfert's employment is terminated by the Company without cause
(as defined in the contract), or if he resigns with cause (as defined in the
contract), he will be entitled to receive full salary through the later of
December 31, 2000 or the date 18 months from the date of termination. In the
event of a termination, Mr. Wolfert is also entitled to receive his incentive
plan bonus payment at the applicable target bonus level for the full year in
which such termination occurs, as well as payments under each LTIP in which he
was previously granted awards through the year in which the termination
occurs, and he will continue to be covered under certain benefit plans through
the later of December 31, 2000 or the date 18 months from the date of
termination.
COMPENSATION OF DIRECTORS
Directors of the Company have not previously been compensated for serving as
directors. The Company anticipates that, following the consummation of the
Offering, the Company's directors will
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<PAGE>
receive compensation for serving as directors at levels customary for
publicly-held companies similar to the Company, except that no director of the
Company who is also an employee of the Company or Fuji Bank will receive
remuneration for serving as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Richard J. Almeida served as a member of the Compensation Committee
throughout 1997. Atsushi Takano was appointed to the Compensation Committee on
August 21, 1997 and Kenichiro Tanaka was appointed to the Compensation
Committee on February 25, 1997. Messrs. Almeida, Takano and Tanaka also served
concurrently as members of the Compensation Committees of HIC, International
Group and Holdings.
During 1997, Mr. Almeida also served as Chairman and Chief Executive Officer
of the Company, International Group and Holdings. In addition, Mr. Almeida
served as the Chairman of the Board, Chief Executive Officer and President of
HIC and as a member of the compensation committees of HIC, International Group
and Holdings. Mr. Tanaka also served as an executive officer of HIC and FAHI
during his tenure as a member of the compensation committees.
Mr. Lockhart, Mr. Litwin and Ms. Martin also served as executive officers of
HIC, International Group and Holdings, for which companies Mr. Almeida served
as a member of the Compensation Committee of the Board of Directors.
No other relationships exist between the members of the Compensation
Committee of the Company, FAHI, HIC, International Group or Holdings and the
directors and executive officers of those companies.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
During 1997, all of the outstanding Common Stock of the Company was owned
by HIC, a wholly-owned subsidiary of Fuji Bank. Effective January 2, 1998,
Fuji Bank formed Fuji America Holdings, Inc. ("FAHI"), in order to combine
Fuji Bank's United States non-bank operations under one holding company and
transferred ownership of the Company from HIC to FAHI. Consequently, as of
February 25, 1998, FAHI directly owns 100% of the Common Stock outstanding,
and as the sole stockholder of FAHI, Fuji Bank is also deemed to beneficially
own 100% of such Common Stock.
The principal executive offices of Fuji Bank are located at 1-5-5 Otemachi,
Chiyoda-ku, Tokyo, Japan.
As of February 25, 1998, none of the outstanding equity securities of the
Company was held by any of its directors, nominees or executive officers.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
RELATIONSHIP WITH FUJI BANK
Fuji Bank, headquartered in Tokyo, Japan, is currently the beneficial owner
of all of the Common Stock of the Company through its wholly-owned, domestic
subsidiary, FAHI. Fuji Bank is one of the largest banks in the world, with
total deposits of $301 billion at September 30, 1997. See "--Keep Well
Agreement". For as long as Fuji Bank continues to beneficially own shares of
Common Stock representing more than 50% of the voting power of the Common
Stock, Fuji Bank will be able to direct the election of all of the members of
the Board of Directors and thereby exercise a controlling influence over the
business and affairs of the Company, including any determinations with respect
to (i) mergers or other business combinations involving the Company, (ii) the
acquisition or disposition of assets by
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<PAGE>
the Company, (iii) the incurrence of indebtedness by the Company, (iv) the
issuance of any additional Common Stock or other equity securities and (v) the
payment of dividends with respect to the Common Stock. Similarly, Fuji Bank
will have the power to (i) determine matters submitted to a vote of the
Company's stockholders without the consent of the Company's other
stockholders, (ii) prevent or cause a change in control of the Company or
(iii) take other actions that might be favorable to Fuji Bank. In the
foregoing situations or otherwise, various conflicts of interest between the
Company and Fuji Bank could arise.
From time to time the Company and Fuji Bank have entered into, and can be
expected to continue to enter into, certain agreements and business
transactions in the ordinary course of their respective businesses.
KEEP WELL AGREEMENT
The Company entered into the Keep Well Agreement with Fuji Bank on April 23,
1983. The Keep Well Agreement was amended and supplemented on January 26,
1984, in connection with the consummation of the purchase of the Company by
Fuji Bank and has been amended since that date from time to time. Under the
Keep Well Agreement, as currently in effect, neither Fuji Bank nor any of its
subsidiaries can sell, pledge or otherwise dispose of shares of the Company's
common stock, or permit the Company to issues shares of its common stock,
except to Fuji Bank or a Fuji Bank affiliate. However, prior to the
consummation of the contemplated Offering, the Keep Well Agreement is expected
to be amended to allow the Company or Fuji Bank or any of its affiliates to
sell or dispose of Common Stock to any person or entity, provided that after
any such sale or disposition, Fuji Bank (directly or indirectly, through one
or more subsidiaries) continues to hold greater than 50% of the combined
voting power of the outstanding Common Stock. This provision may be subject to
further revision by the Company and Fuji Bank without the approval of any of
the Company's securityholders.
The Keep Well Agreement may not be terminated prior to the date (the
"Termination Date") which is the earlier of (i) December 31, 2007 and (ii) the
date on which the Company has received written certifications from Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Rating Services
("S&P") that, upon termination of the Keep Well Agreement, the ratings on the
Company's senior unsecured indebtedness without the support provided by the
Keep Well Agreement will be no lower than such ratings with the support of the
Keep Well Agreement, but in no event may the Termination Date occur before
December 31, 2002. In addition, the Keep Well Agreement includes certain
restrictions on termination relating to the Company's Series A Preferred Stock
and Series C Preferred Stock, which restrictions are discussed below.
The Keep Well Agreement provides that Fuji Bank will maintain the Company's
stockholders' equity in an amount equal to $500 million. Accordingly, if the
Company should determine, at the close of any month, that its net worth is
less than $500 million, then Fuji Bank will purchase, or cause one of its
subsidiaries to purchase, shares of the Company's NW Preferred Stock, Class B,
no par value (the "NW Preferred Stock"), in an amount necessary to increase
the Company's stockholders' equity to $500 million. The NW Preferred Stock is
a series of Junior Preferred Stock and, accordingly, if and when issued will
rank junior to the Series A Preferred Stock and the Series C Preferred Stock
and senior to the Common Stock as to payment of dividends, and in all other
respects. If and when the NW Preferred Stock is issued, dividends thereon will
be noncumulative and will be payable (if declared) quarterly at a rate per
annum equal to 1% over the three-month LIBOR. Such dividends will not be paid
during a default in the payment of principal or interest on any of the
outstanding indebtedness for money borrowed by the Company. Subject to certain
conditions, the NW Preferred Stock will be redeemable, at the option of the
holder, within a specified period of time after the end of a calendar quarter
in an aggregate amount not greater than the excess of the stockholders' equity
of the Company as of the end of such calendar quarter over $500 million.
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<PAGE>
The Keep Well Agreement further provides that if the Company should lack
sufficient cash, other liquid assets or credit facilities to meet its payment
obligations on its commercial paper, then Fuji Bank will lend the Company up
to $500 million, payable on demand, which the Company may use only for the
purpose of meeting such payment obligations. Any such loan by Fuji Bank to the
Company (a "Liquidity Advance") will bear interest at a fluctuating interest
rate per annum equal to the announced prime commercial lending rate of Morgan
Guaranty Trust Company of New York plus 0.25% per annum. Each Liquidity
Advance will be repayable on demand at any time after the business day
following the 29th day after such Liquidity Advance was made. No repayment of
the Liquidity Advance will be made during a period of default in the payment
of the Company's senior indebtedness for borrowed money.
No Liquidity Advances or purchases of NW Preferred Stock have been made by
Fuji Bank under the Keep Well Agreement; other infusions of capital in the
Company have been made by Fuji Bank, the last one of which occurred in 1992.
Under the Keep Well Agreement, the Company has covenanted to maintain, and
Fuji Bank has undertaken to assure that the Company will maintain, unused
short-term lines of credit, asset sales facilities and committed credit
facilities in an amount approximately equal to 75% of the amount of its
commercial paper obligations from time to time outstanding.
Neither Fuji Bank nor the Company is permitted to terminate the Keep Well
Agreement for any reason prior to the Termination Date. After the Termination
Date, either Fuji Bank or the Company may terminate the Keep Well Agreement
upon 30 business days' prior written notice, except as set forth below. So
long as the Series A Preferred Stock is outstanding and held by third parties
other than Fuji Bank, the Keep Well Agreement may not be terminated by either
party unless the Company has received written certifications from Moody's and
S&P that upon such termination the Series A Preferred Stock will be rated by
them no lower than "a3" and "A-", respectively. Additionally, so long as the
Series C Preferred Stock is outstanding and held by third parties other than
Fuji Bank, the Keep Well Agreement may not be terminated by either party
unless the Company has received written certifications from Moody's and S&P
that upon such termination the Series C Preferred Stock will be rated no lower
than "baa1" and "BBB" by Moody's and S&P, respectively. For these purposes,
the Series A Preferred Stock and the Series C Preferred Stock will no longer
be deemed outstanding at such time as an effective notice of redemption of all
of the Series A Preferred Stock and the Series C Preferred Stock shall have
been given by the Company and funds sufficient to effectuate such redemption
shall have been deposited with the party designated for such purpose in the
notice. So long as the Series A Preferred Stock is outstanding, if both
Moody's and S&P shall discontinue rating the Series A Preferred Stock, then
Goldman, Sachs & Co., or its successor, shall, within 30 days, select a
nationally recognized substitute rating agency and identify the comparable
ratings from such agency. So long as the Series A Preferred Stock is no longer
outstanding but the Series C Preferred Stock is outstanding, if both Moody's
and S&P shall discontinue rating the Series C Preferred Stock, then Lehman
Brothers Inc., or its successor, shall, within 30 days, select a nationally
recognized substitute rating agency and identify the comparable ratings from
such agency. Any termination of the Keep Well Agreement by the Company must be
consented to by Fuji Bank. Any such termination will not relieve the Company
of its obligations in respect of any NW Preferred Stock outstanding on the
date of termination or the dividends thereon, any amounts owed in respect of
Liquidity Advances on the date of termination or the unpaid principal or
interest on those Liquidity Advances or Fuji Bank's fee relating to the
Liquidity Commitment. Any such termination will not adversely affect the
Company's commercial paper obligations outstanding on the date of termination.
The Keep Well Agreement can be modified or amended by a written agreement of
Fuji Bank and the Company. However, no such modification or amendment may
change the prohibition against termination before the Termination Date or the
other restrictions on termination or adversely affect the Company's then-
outstanding commercial paper obligations.
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<PAGE>
Under the Keep Well Agreement, the Company's commercial paper obligations
and any other debt instruments are solely the obligations of the Company. The
Keep Well Agreement is not a guarantee by Fuji Bank of the payment of the
Company's commercial paper obligations, indebtedness, liabilities or
obligations of any kind.
REGISTRATION RIGHTS AGREEMENT
In connection with the contemplated Offering, the Company and Fuji Bank
expect to enter into a registration rights agreement (the "Registration Rights
Agreement") providing that, upon the request of Fuji Bank, its subsidiaries or
certain transferees of Common Stock from Fuji Bank or its subsidiaries (each,
a "Qualified Transferee"), the Company will use its best efforts to effect the
registration under the applicable federal and state securities laws of any of
the shares of Class A Common Stock that it may hold or that are issued or
issuable upon conversion of any other security that it may hold (including the
shares of Class B Common Stock) and of any other securities issued or issuable
in respect of the Class A Common Stock, in each case for sale in accordance
with the intended method of disposition of the holder or holders making such
demand for registration, and will take such other actions as may be necessary
to permit the sale thereof in other jurisdictions, subject to certain
specified limitations. Fuji Bank, its subsidiaries or any Qualified Transferee
will also have the right, which it may exercise at any time and from time to
time, subject to certain limitations, to include any such shares and other
securities in other registrations of equity securities of the Company
initiated by the Company on its own behalf or on behalf of its other
stockholders. The Company will agree to pay all costs and expenses in
connection with each such registration which Fuji Bank, any subsidiary thereof
or any Qualified Transferee initiates or in which any of them participates.
The Registration Rights Agreement will contain indemnification and
contribution provisions (i) by Fuji Bank and its permitted assigns for the
benefit of the Company, and (ii) by the Company for the benefit of Fuji Bank
and other persons entitled to effect registrations of Class A Common Stock
(and other securities) pursuant to its terms, and related persons.
PURCHASE OF INTEREST IN INTERNATIONAL GROUP FROM FUJI BANK
In connection with the contemplated Offering, the Company's Board of
Directors has authorized the Company to purchase Fuji Bank's interest in
International Group for total cash consideration of approximately $85 million.
Fuji Bank currently owns shares of common and preferred stock of International
Group, together representing 21% of the outstanding shares of capital stock of
International Group.
CERTAIN OTHER TRANSACTIONS WITH FUJI BANK AND ITS SUBSIDIARIES
Several financial, administrative or other service arrangements exist or
have existed between the Company and Fuji Bank, FAHI, HIC or related
affiliates. In management's opinion, the terms of these arrangements are
similar to those the Company would have been able to obtain in like agreements
with unaffiliated entities in arms-length transactions.
TAX ALLOCATION AGREEMENT
Under the terms of the tax allocation agreement between HIC and the Company,
as amended, which was in place in 1997, each company covered by the agreement
calculated its current and deferred income taxes based on its separate company
taxable income or loss, utilizing separate company net operating losses, tax
credits, capital losses and deferred tax assets or liabilities. Under the
terms of other tax allocation agreements with certain of the Company's
subsidiaries, the Company and HIC, in calculating their current income taxes,
utilized the taxable income or loss of the subsidiaries.
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<PAGE>
SERVICES PROVIDED BY FUJI BANK, HIC AND FAHI FOR THE COMPANY
Certain employees of Fuji Bank and HIC performed managerial, administrative
and other related functions for the Company during 1997. The Company
compensated Fuji Bank and HIC for the use of such individuals' services at a
rate which reflects current costs to Fuji Bank and HIC. The amounts paid to
Fuji Bank and HIC for these services in 1997 were $2 million and $77 million,
respectively. See "Item 11. Executive Compensation." In conjunction with the
transfer of ownership of the Company to FAHI, the majority of the employees of
HIC who were providing services to the Company were transferred to the
Company. Additionally, certain subsidiaries of Fuji Bank periodically serve as
managers for various offerings of the Company's debt securities and may act as
registrar and paying agent for certain debt issuances by the Company. These
services are provided at market rates. The Company has entered into similar
agreements with FAHI. In the Company's opinion, the amounts to be paid under
such agreements will be significantly less than the amounts paid in 1997.
SERVICES PROVIDED BY THE COMPANY FOR AFFILIATES
The Company performs services for its affiliates, including FAHI, and
charges them for the cost of the work performed. The Company may also
guarantee the obligations of its clients or the clients of certain joint
ventures under letters of credit issued by financial institutions, some of
which are affiliates of the Company. Additionally, the Company guaranteed
payment under a deferred compensation arrangement between HIC and certain of
its employees. The Company had agreements with HIC and certain other
subsidiaries of HIC which provided for the Company to receive an annual
negotiated fee for servicing assets which had been sold by the Company to HIC
and these affiliates. The amount of fees for servicing these assets in 1997
was approximately $200,000.
Heller Capital Markets Group, Inc. ("CMG"), a wholly-owned subsidiary of the
Company, acted as placement agent for the sale of commercial paper issued by
HIC during 1997. CMG received compensation based upon the face amount of the
commercial paper notes sold. For the year ended December 31, 1997, HIC paid
compensation to CMG pursuant to this arrangement of $61,000. The HIC
commercial paper program was terminated during 1997.
INTERCOMPANY RECEIVABLES, PAYABLES, TRANSACTIONS AND FINANCIAL INSTRUMENTS
At December 31, 1997, the net amount due to affiliates was $29 million. This
amount is comprised principally of interest bearing demand notes representing
amounts due to or from the Company arising from an interest rate swap
agreement with HIC, advances, administrative fees and costs charged to other
subsidiaries of HIC. The notes bear interest at rates which approximate the
average rates on the Company's commercial paper obligations or short-term bank
borrowing rates outstanding during the period. During 1997 the Company paid
interest of $3 million to HIC related to these notes.
Fuji Bank and one of its subsidiaries provided uncommitted lines of credit
to consolidated international subsidiaries totalling approximately $29 million
at December 31, 1997. Borrowings under these facilities totalled $5 million at
December 31, 1997. In addition, Fuji Bank provides lines of credit to certain
international joint ventures.
The Company is a party to a $200 million notional amount interest rate swap
agreement with FAHI, which expires December 15, 2000. The purpose of this
agreement is to manage the Company's exposure to interest rate fluctuations.
Under this agreement, the Company pays interest to FAHI at a variable rate
based on the commercial paper rate published by the Board of Governors of the
Federal Reserve and FAHI pays interest to the Company at a fixed rate of
5.57%. This agreement, which FAHI assumed from HIC effective January 1998,
increased the Company's interest expense by $295,000 in 1997.
During 1997, HIC converted all of its shares of Series D Preferred Stock
into common stock of the Company. Prior to the conversion, the Company paid a
dividend to HIC on the Series D Preferred Stock of approximately $500,000.
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Also, during 1997, the Company paid to Fuji Bank a commitment fee of
approximately $317,000, related to the Keep Well Agreement.
The trust department of Fuji Bank may purchase commercial paper of the
Company for its clients. Interest expense paid by the Company related to such
commercial paper borrowings was $235,000 in 1997.
In the ordinary course of its business, the Company participates in joint
financings with Fuji Bank or certain affiliates. During 1997, the Company sold
$10 million of an outstanding $25 million commitment to Fuji Bank at book
value. No gain or loss was recorded on the transaction.
The Company has an accounts receivable sale facility which allows the
Company to sell an undivided interest of up to $550 million in a designated
pool of its factored accounts receivable to five bank-supported conduits. The
Company sold approximately $500 million of receivables under this facility as
of December 31, 1997. The underlying liquidity support for the conduit is
provided by unaffiliated entities. One of the conduits has an operating
agreement with Fuji Bank. The Company paid fees of $346,000 to Fuji Bank
during 1997 for services provided under this agreement.
In conjunction with the formation of FAHI, the Company purchased, at book
value, less than $10 million of assets from HIC on December 31, 1997. These
assets are primarily recorded as real estate receivables at the purchase
price.
On February 15, 1985, the Company issued to HIC 1,000 shares of previously
subscribed Cumulative Convertible Preferred Stock, Series D (the "Series D
Preferred Stock"), which had a dividend yield established quarterly at the
rate of 1/2% under the announced prime commercial lending rate of Morgan
Guaranty Trust Company of New York, cumulative from March 30, 1984 and payable
quarterly commencing on March 31, 1989. During 1997, HIC converted all of its
shares of Series D Preferred Stock into common stock of the Company. The
conversion was accounted for as a stock dividend and therefore has been
retroactively restated in the Company's consolidated financial statements. All
dividends paid on the Series D Preferred Stock have been retroactively
reclassified to common dividends.
CERTAIN OTHER RELATIONSHIPS
Mr. Kessel, a director of the Company, is a partner of the law firm of
Shearman & Sterling, which from time to time acts as counsel in certain
matters for Fuji Bank, the Company and FAHI.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of This Report:
1. Financial Statements (All Financial Statements listed below are
those of the Company and its consolidated subsidiaries):
Report of Independent Public Accountants--Arthur Andersen LLP
Consolidated Balance Sheets--December 31, 1997 and 1996
Consolidated Statements of Income for the Years Ended December 31,
1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Changes in Stockholders' Equity for the
Years Ended December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements
2. Financial Statement Schedules:
Schedules are omitted because they are not applicable or because the
required information appears in the financial statements or the
notes thereto.
3. Exhibits:
<TABLE>
<CAPTION>
<C> <S> <C>
(3)(a)* Restated Certificate of
Incorporation of the
Company, as amended
(3)(b) By-laws of the Company,
as amended on June 17,
1996 [Incorporated by
reference to Exhibit
3(ii) to the Company's
Quarterly Report on Form
10-Q for the Quarter
Ended June 30, 1996
(File No. 1-6157)]
(4)(a) Certificate of Designa-
tion, Preferences and
Rights of Cumulative
Perpetual Senior Pre-
ferred Stock, Series A,
filed September 16, 1992
[Incorporated by refer-
ence to Exhibit 4(a) to
the Company's Annual Re-
port on Form 10-K for
the Fiscal Year Ended
December 31, 1992 (File
No. 1-6157)]
(4)(b) Certificate of Designa-
tion, Preferences and
Rights of the Company's
Fixed Rate Noncumulative
Perpetual Senior Pre-
ferred Stock Series B
(Liquidation Preference
$100.00 per share) filed
with the Secretary of
State of Delaware on
June 13, 1997 [Incorpo-
rated by reference to
Exhibit (3)(i)(b) to the
Company's Quarterly Re-
port on Form 10-Q for
the Quarter Ended June
30, 1997 (File No. 1-
6157)]
(4)(c) Certificate of Designa-
tion, Preferences and
Rights of the Company's
Fixed Rate Noncumulative
Perpetual Senior Pre-
ferred Stock, Series C
(Liquidation Preference
$100.00 Per Share) filed
with the Secretary of
State of Delaware on No-
vember 5, 1997 [Incorpo-
rated by reference to
Exhibit 4.4 to the
Company's Registration
Statement on Form S-4
dated October 24, 1997
(File No. 333-38627)]
(4)(d) Heller Financial, Inc.
Standard Multiple-Series
Indenture Provisions
dated February 5, 1987
[Incorporated by refer-
ence to Exhibit (4)(a)
to the Company's Regis-
tration Statement on
Form S-3 dated February
5, 1987 (File No. 33-
11757)]
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
(4)(e) Form of Indenture dated
as of February 5, 1987
between the Company and
The First National Bank
of Chicago, Trustee,
with respect to Senior
Securities [Incorporated
by reference to Exhibit
(4)(b) to the Company's
Registration Statement
on Form S-3 dated Febru-
ary 5, 1987 (File No.
33-11757)]
(4)(f) Form of Indenture dated
as of February 24, 1993
between the Company and
The First National Bank
of Boston, Trustee, with
respect to Senior Secu-
rities [Incorporated by
reference to Exhibit
(4)(h) to the Company's
Registration Statement
on Form S-3 dated Febru-
ary 24, 1993 (File No.
33-58716)]
(4)(g) First Supplemental In-
denture dated September
29, 1995 to the Inden-
ture dated February 24,
1993 between the Company
and State Street Bank
Bank and Trust Company,
as successor to The
First National Bank of
Boston, with respect to
Senior Securities [In-
corporated by reference
to Exhibit (4)(a) to the
Company's Current Report
on Form 8-K filed Octo-
ber 3, 1995 (File No. 1-
6157)]
(4)(h) Form of Indenture dated
as of February 5, 1987
between the Company and
Chemical Bank, Trustee,
with respect to Senior
Securities [Incorporated
by reference to Exhibit
(4)(c) to the Company's
Registration Statement
on Form S-3 dated Febru-
ary 5, 1987 (File No.
33-11757)]
(4)(i) First Supplemental In-
denture dated as of De-
cember 1, 1989 to the
Indenture dated as of
February 5, 1987 between
Chemical Bank, as Trust-
ee, and the Company [In-
corporated by reference
to Exhibit (4)(e) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1994 (File No.
1-6157)]
(4)(j) Form of Indenture dated
as of September 30, 1991
between the Company and
The Bank of New York,
Trustee, with respect to
Senior Securities [In-
corporated by reference
to Exhibit (4)(h) to the
Company's Registration
Statement on Form S-3
dated September 30, 1991
(File No. 33-43020)]
(4)(k) Indenture dated as of
September 1, 1995 be-
tween the Company and
State Street Bank and
Trust Company, as suc-
cessor to Shawmut Bank
Connecticut, National
Association, as Trustee,
with respect to Senior
Securities [Incorporated
by reference to Exhibit
4.3 to the Company's
Registration Statement
on Form S-3 dated Octo-
ber 23, 1997 (File No.
333-38545)]
(4)(l) First Supplemental In-
denture dated as of Oc-
tober 13, 1995, to the
Indenture dated as of
September 1, 1995, be-
tween the Company and
State Street Bank and
Trust Company, as suc-
cessor to Shawmut Bank
Connecticut, National
Association, as Trustee,
with respect to Senior
Securities [Incorporated
by reference to the
Company's Current Report
on Form 8-K, filed Octo-
ber 18, 1995 (File No.
1-6157)]
(4)(m) Second Supplemental In-
denture dated November
17, 1997 to Indenture
dated September 1, 1995
between the Company and
State Street Bank and
Trust Company, as Trust-
ee, with respect to Se-
nior Securities [Incor-
porated by reference to
Exhibit 4(a) to the
Company's Current Report
on Form 8-K filed Decem-
ber 4, 1997 (File No. 1-
6157)]
(4)(n) Indenture dated as of
September 1, 1995
between the Company and
State Street Bank and
Trust Company, as
successor to Shawmut
Bank Connecticut,
National Association, as
Trustee, with respect to
Subordinated Securities
[Incorporated by
reference to Exhibit 4.5
to the Company's
Registration Statement
on Form S-3 dated
October 23, 1997 (File
No. 333-38545)]
</TABLE>
98
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
(4)(o) First Supplemental In-
denture dated as of Oc-
tober 13, 1995, to the
Indenture dated as of
September 1, 1995, be-
tween the Company and
State Street Bank and
Trust Company, as suc-
cessor to Shawmut Bank
Connecticut, National
Association, as Trustee,
with respect to Subordi-
nated Securities [Incor-
porated by reference to
the Company's Current
Report on Form 8-K,
filed October 18, 1995
(File No. 1-6157)]
(4)(p) Indenture dated as of
September 1, 1995
between the Company and
State Street Bank and
Trust Company, as
successor to Shawmut
Bank Connecticut,
National Association, as
Trustee, with respect to
Junior Subordinated
Securities [Incorporated
by reference to Exhibit
4.7 to the Company's
Registration Statement
on Form S-3 dated
October 23, 1997 (File
No. 333-38545)]
(4)(q) First Supplemental
Indenture dated October
13, 1995, to the
Indenture dated as of
September 1, 1995,
between the Company and
State Street Bank and
Trust Company, as
successor to Shawmut
Bank Connecticut,
National Association, as
Trustee, with respect to
Junior Subordinated
Securities [Incorporated
by reference to Exhibit
4(d)(i) to the Company's
Current Report on Form
8-K filed October 18,
1995 (File No. 1-6157)]
(4)(r) Form of Medium-Term
Note, Series G (Fixed
Rate) due from 9 months
to 30 years from date of
issue [Incorporated by
reference to Exhibit
4(a) to the Company's
Current Report on Form
8-K filed November 6,
1997 (File no. 1-6157)]
(4)(s) Form of Medium-Term
Note, Series G (Fixed
Rate/Currency Indexed)
due from 9 months to 30
years from date of issue
[Incorporated by refer-
ence to Exhibit 4(b) to
the Company's Current
Report on Form 8-K filed
November 6, 1997 (File
no. 1-6157)]
(4)(t) Form of Medium-Term
Note, Series G (Floating
Rate) due from 9 months
to 30 years from date of
issue [Incorporated by
reference to Exhibit
4(c) to the Company's
Current Report on Form
8-K filed November 6,
1997 (File no. 1-6157)]
(4)(u) Form of Medium-Term
Note, Series G (Floating
Rate/Currency Indexed)
due from 9 months to 30
years from date of issue
[Incorporated by refer-
ence to Exhibit 4(d) to
the Company's Current
Report on Form 8-K filed
November 6, 1997 (File
no. 1-6157)]
(4)(v) Form of Medium-Term
Note, Series H (Fixed
Rate) due from 9 months
to 30 years from date of
issue [Incorporated by
reference to Exhibit
4(b) to the Company's
Current Report on Form
8-K filed December 4,
1997 (File no. 1-6157)]
(4)(w) Form of Medium-Term
Note, Series H (Fixed
Rate/Currency Indexed)
due from 9 months to 30
years from date of issue
[Incorporated by refer-
ence to Exhibit 4(c) to
the Company's Current
Report on Form 8-K filed
December 4, 1997 (File
no. 1-6157)]
(4)(x) Form of Medium-Term
Note, Series H (Floating
Rate) due from 9 months
to 30 years from date of
issue [Incorporated by
reference to Exhibit
4(d) to the Company's
Current Report on Form
8-K filed December 4,
1997 (File no. 1-6157)]
(4)(y) Form of Medium-Term
Note, Series H (Floating
Rate/Currency Indexed)
due from 9 months to 30
years from date of issue
[Incorporated by refer-
ence to Exhibit 4(e) to
the Company's Current
Report on Form 8-K filed
December 4, 1997 (File
no. 1-6157)]
(10)(a)* Restated Keep Well
Agreement dated as of
June 17, 1997, amending
and restating the agree-
ment dated as of August
28, 1992, as amended as
of May 3, 1995 and June
17, 1997, between Fuji
Bank and the Company
(10)(b) Services Agreement dated
January 1, 1985 between
the Company and Fuji
Bank [Incorporated by
reference to Exhibit
(10)(e) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1992
(File No. 1-6157)]
</TABLE>
99
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
(10)(c) Management Agreement
dated as of January 1,
1991 between HIC and the
Company [Incorporated by
reference to Exhibit
(10)(m) to the Company's
Quarterly Report on Form
10-Q for the period end-
ing March 31, 1991 (File
No. 1-6157)]
(10)(d)* Management Services
Agreement dated as of
January 2, 1998 between
FAHI and the Company
(10)(e) Agreement for the Allo-
cation of Federal, State
and Foreign Income Tax
Liability and Benefits
Among Heller Interna-
tional Corporation and
its Subsidiaries, effec-
tive as of July 1, 1996
[Incorporated by refer-
ence to Exhibit (10)(g)
to the Company's annual
Report on Form 10-K for
the Fiscal Year Ended
December 31, 1996 (File
No. 1-6157)]
(10)(f)+ Supplemental Executive
Retirement Benefit Plan,
amended and restated ef-
fective January 1, 1996
[Incorporated by refer-
ence to Exhibit (10)(e)
to the Company's Annual
Report on Form 10-K for
the Fiscal Year Ended
December 31, 1996 (File
No. 1-6157)]
(10)(g)+ Long Term Incentive
Plan, effective January
1, 1994 [Incorporated by
reference to Exhibit
10(n) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1994
(File No. 1-6157)]
(10)(h)*+ 1996-1998 Long Term In-
centive Plan, effective
January 1, 1996
(10)(i)*+ 1997-1999 Long Term In-
centive Plan, effective
January 1, 1997
(10)(j)+ Executive Deferred Com-
pensation Plan, dated
January 1, 1994 as
amended on October 1,
1994 [Incorporated by
reference to Exhibit
10(o) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1994
(File No. 1-6157)]
(10)(k)+ Second Amendment to the
Executive Deferred Com-
pensation Plan, dated
December 29, 1995 [In-
corporated by reference
to Exhibit 10(n) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1995 (File No.
1-6157)]
(10)(l)+ Third Amendment to the
Executive Deferred Com-
pensation Plan, dated
January 1, 1996 [Incor-
porated by reference to
Exhibit 10(m) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1996 (File No.
1-6157)]
(10)(m)+ Fourth Amendment to the
Executive Deferred Com-
pensation Plan, dated
November 26, 1996 [In-
corporated by reference
to Exhibit 10(n) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1996 (File No.
1-6157)]
(10)(n)*+ Fifth Amendment to the
Executive Deferred Com-
pensation Plan, dated
November 21, 1997 and
effective January 1,
1997
(10)(o)+ Cross Guaranty for the
Executive Deferred Com-
pensation Plan [Incorpo-
rated by reference to
Exhibit 10(p) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1994 (File No.
1-6157)]
(10)(p)+ Management Incentive
Plan (Effective January
1, 1987, Revised January
1, 1989) [Incorporated
by reference to Exhibit
10(m) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1995
(File No. 1-6157)]
(10)(q)+ Savings and Profit Shar-
ing Plan, amended and
restated effective as of
January 1, 1989 [Incor-
porated by reference to
Exhibit (10)(q) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1996 (File No.
1-6157)]
(10)(r)+ First Amendment to Sav-
ings and Profit Sharing
Plan, dated December 23,
1993 [Incorporated by
reference to Exhibit
(10)(r) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1996
(File No. 1-6157)]
</TABLE>
100
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <C>
(10)(s)+ Second Amendment to Sav-
ings and Profit Sharing
Plan, dated December 20,
1994 [Incorporated by
reference to Exhibit
(10)(s) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1996
(File No. 1-6157)]
(10)(t)+ Third Amendment to Sav-
ings and Profit Sharing
Plan, dated September 9,
1996 [Incorporated by
reference to Exhibit
(10)(t) to the Company's
Annual Report on Form
10-K for the Fiscal Year
Ended December 31, 1996
(File No. 1-6157)]
(10)(u)*+ Fourth Amendment to Sav-
ings and Profit Sharing
Plan, dated April 30,
1997
(10)(v)+ Employment Letter Agree-
ment, dated February 1,
1996 between the HIC and
Richard J. Almeida [In-
corporated by reference
to Exhibit 10(o) to the
Company's Annual Report
on Form 10-K for the
Fiscal Year Ended Decem-
ber 31, 1995 (File No.
1-6157)]
(10)(w)*+ Employment Letter Agree-
ment, dated as of Decem-
ber 31, 1997, between
the Company and Richard
J. Almeida
(10)(x)*+ Employment Letter Agree-
ment, dated as of Decem-
ber 31, 1997, between
the Company and Freder-
ick E. Wolfert
(10)(y)* Subordinated Promissory
Note in the principal
amount of $450 million
issued by the Company to
Fuji America Holdings,
Inc.
(12)* Computation of Ratio of
Earnings to Combined
Fixed Charges and Pre-
ferred Stock Dividends
(21)* Subsidiaries of the Reg-
istrant
(23)* Consent of Independent
Public Accountants
(24)* Powers of Attorney
(27)* Financial Data Schedule
</TABLE>
- --------
*Filed herewith.
+Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K.
Instruments defining the rights of holders of certain issues of long-
term debt of the Company have not been filed as exhibits to this Report
because the authorized principal amount of any one of such issues does
not exceed 10% of the total assets of the Company. In accordance with
paragraph (b)(4)(iii) of Item 601 of Regulation S-K, the Company hereby
agrees to furnish to the Securities and Exchange Commission, upon
request, a copy of each instrument that defines the rights of holders
of the Company's long-term debt.
(b) Current Reports on Form 8-K:
The following were filed pursuant to Item 5 of Form 8-K:
On October 22, 1997, the Company filed a Current Report on Form 8-K
to announce the Company's earnings for the quarter ended September 30,
1997 and the Company's issuance of $250 million principal amount of its
6.44% Notes due October 6, 2002.
On November 6, 1997, the Company filed a Current Report on Form 8-K
to announce that the Company commenced an offering from time to time
under its Registration Statement on Form S-3 (Reg. No. 333-38545) and
pursuant to a Prospectus Supplement of up to $500 million of Medium
Term Notes, Series G, due from 9 months to 30 years from the date of
issue.
On December 4, 1997, the Company filed a Current Report on Form 8-K
to announce that the Company commenced an offering pursuant to a
Prospectus Supplement of up to $2.5 billion of Medium Term Notes,
Series H, due from 9 months to 30 years from the date of issue.
On December 9, 1997, the Company filed a Current Report on Form 8-K
to announce that Fuji Bank issued a press release with respect to Fuji
Bank's interim financial statements for the six months ended September
30, 1997.
On January 28, 1998, the Company filed a Current Report on Form 8-K
to announce the Company's earnings for the year ended December 31,
1997.
On January 30, 1998, the Company filed a Current Report on Form 8-K
to announce Fuji Bank's consideration of a public offering by the
Company
On February 20, 1998, the Company filed a Current Report on Form 8-K
to announce payment of a $450 million dividend to FAHI in the form of a
subordinated promissory note.
101
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
Heller Financial, Inc.
/s/ Richard J. Almeida
By:__________________________________
Richard J. Almeida
Chairman and Chief Executive
Officer
Dated: February 25, 1998
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED.
/s/ Richard J. Almeida
By: _________________________________
Richard J. Almeida
Chairman, Chief Executive Officer and Director
*
By: _________________________________
Yukihiko Chayama
Director
*
By: _________________________________
Tsutomu Hayano
Director
*
By: _________________________________
Mark Kessel
Director
*
By: _________________________________
Michael J. Litwin
Director
*
By: _________________________________
Dennis P. Lockhart
Director
/s/ Lauralee E. Martin
By: _________________________________
Lauralee E. Martin
Executive Vice President, Chief Financial Officer and Director
*
By: _________________________________
Hideo Nakajima
Director
Dated: February 25, 1998
*
By: _________________________________
Osamu Ogura
Director
*
By: _________________________________
Masahiro Sawada
Director
*
By: _________________________________
Takeshi Takahashi
Director
*
By: _________________________________
Atsushi Takano
Director
*
By: _________________________________
Kenichiro Tanaka
Director
*
By: _________________________________
Kenichi Tomita
Director
/s/ Lawrence G. Hund
By: _________________________________
Lawrence G. Hund
Senior Vice President, Controller and Chief Accounting Officer
/s/ Debra H. Snider
*By: ________________________________
Debra H. Snider
Attorney-in-Fact
102
<PAGE>
Exhibit 3(a)
HELLER FINANCIAL, INC.
(a Delaware corporation)
RESTATED
CERTIFICATE OF INCORPORATION
As Amended
This Restated Certificate of Incorporation (hereinafter sometimes referred to as
"Certificate" or "Restated Certificate of Incorporation") of HELLER FINANCIAL,
INC. (the "Company") was duly adopted by written Unanimous Consents of the Board
of Directors and the stockholder of the Company, both dated August 28, 1992 in
accordance with Sections 245, 242, 141(f) and 228 of the General Corporation Law
of the State of Delaware.
1. The name under which this Company was incorporated on November 20, 1919, was
HELLER-MARKS & COMPANY.
2. This Restated Certificate of Incorporation restates and integrates and
further amends the Certificate of Incorporation of the Company by:
(a) amending Article Fourth, paragraph one, deleting 2,000,000, and
inserting, in lieu thereof, 22,000,000, and inserting to provide for the
creation of the class of preferred stock designated as "Senior Preferred
Stock";
(b) amending Article Fourth, subdivision (b)3.A., deleting $350,000,000, and
inserting, in lieu thereof, $500,000,000; and
(c) Amending Article Seventh to provide for the rights of the holders of a
series of Senior Preferred Stock to elect additional directors.
3. The text of the Restated Certificate of Incorporation as amended or
supplemented heretofore is further amended hereby to read as herein set forth in
full:
HELLER FINANCIAL, INC.
(a Delaware corporation)
RESTATED
CERTIFICATE of INCORPORATION
FIRST: The name of the Company is HELLER FINANCIAL, INC.
SECOND: The location of its registered office in the State of Delaware is to
be 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its agent therein and in charge thereof, and upon whom legal process against
this Company may be
<PAGE>
served, is THE CORPORATION TRUST COMPANY, 1209 Orange Street, in said City of
Wilmington.
THIRD: The nature of the business and the objects and purposes for which, and
for any of which, this Company is formed are to do any or all of the things
herein set forth as fully and to the same extent as natural persons might or
could do and in any part of the world, viz:
(a) To buy, sell and generally deal in commercial paper, securities, shares
of stock, bonds, debentures, and evidences of indebtedness of all kinds,
whether secured or unsecured, including bills and accounts receivable, and to
loan money on the security thereof, or otherwise, and to make in commercial
paper, securities, shares of stock, bonds, debentures, and evidences of
indebtedness of all kinds, whether secured or unsecured, including bills and
accounts receivable, and to loan money on the security thereof, or otherwise,
and to make advances upon consignments of merchandise and commodities, and to
hypothecate such merchandise and commodities as security, and with power to
transact all of the commercial and financial transactions pertaining to any
of the businesses herein provided for.
(b) To organize, incorporate, reorganize, finance, or assist financially or
otherwise companies, corporations, syndicates, partnerships and associations
of all kinds, and individuals, and to endorse, underwrite and subscribe for
the bonds, stocks, securities, debentures, notes or undertakings of any
company, corporation, syndicate, partnership, association or individual, and
to make any guarantee in connection therewith, or otherwise, for the payment
of money, and for the performance of any obligation or undertaking and to do
any and all things necessary or convenient to carry any such purposes into
effect.
(c) To investigate, develop, consummate, undertake, and carry on any
enterprise, business, transaction or operation, commonly carried on or
undertaken by capitalists, financiers, trust companies, contracts,
syndicates, merchants, importers, exporters, commission men or agents, and to
acquire the good will, rights and property, and undertake the whole or any
part of the assets and liabilities of any person, firm, association or
corporation, and to pay for the same in cash, stock, bonds, or notes, or
otherwise, and generally, as principal or agent, to institute, enter into,
carry on, assist, promote, and participate in financial, commercial,
mercantile, and other business, works, contracts, undertakings and
operations.
(d) To manufacture, buy, sell, warehouse, store and deal in goods, wares,
merchandise, commodities and property of any and every kind, and also to
advance money to any person, firm or corporation on the security of any such
property, or on the security of commercial paper or notes given evidence of
any deferred payments for any property sold by this Company or by any person,
firm, association or corporation.
(e) To insure any of the property or interest aforesaid, and the persons,
firms or corporations owning, using or operating the same, against loss of
fire, theft, collision or damage, or any risk or liability whatever.
2
<PAGE>
(f) To engage in and carry on the business of general commission merchants,
and purchasing and selling agents: to manufacture, buy, hold, own, produce,
sell and otherwise dispose of, either as principal or agent, and upon
commission or consignment or otherwise, goods, wares, merchandise,
commodities, and personal property of all kinds.
(g) To hold in trust, issue on commission, make advances upon, or sell,
lease, license, transfer, organize, reorganize, incorporate, or dispose of
any of the undertakings or resulting investments aforesaid, or the stock or
securities thereof; to act as agent, trustee, or depositary for any of the
above or like purposes, or any purpose herein mentioned, and to act as fiscal
agent of any person, firm, association or corporation.
(h) To obtain the grant of, purchase, lease, or otherwise acquire any
concessions, rights, options, patents, privileges, franchises, licenses,
lands, properties, undertakings, or businesses, or any right, option, or
contract in relation thereto, and to perform, carry out and fulfill the terms
and conditions thereof, and to carry the same into effect, and develop,
maintain, lease, sell, transfer, dispose of, and otherwise deal with the
same.
(i) To subscribe for, or cause to be subscribed for, buy, own, hold,
purchase, receive or otherwise acquire, and to sell, negotiate, guarantee,
assign, deal in, exchange, transfer, mortgage, pledge, or otherwise dispose
of, shares of the capital stock, scrip, bonds, coupons, mortgages,
debentures, debenture stock, securities, notes and evidences of indebtedness,
issued or created by other corporations, joint stock companies or
associations, whether public, private or municipal, or any corporate body,
and while owner thereof to possess and to exercise in respect thereof, all
the rights, powers and privileges of ownership, including the right to vote
thereon; to guarantee the payment of dividends on any shares of the capital
of any of the corporations, joint stock companies or associations in which
this Company has or may have an interest and to become surety in respect of,
endorse or otherwise guarantee the payment of the principal or interest of
any scrip, bonds, coupons, mortgages, debentures, securities, notes, or
evidences of indebtedness issued or created by any such corporations, joint
stock companies or associations; to become surety for or guarantee the
carrying out and performance of any and all contracts, leases and other
obligations of every kind of any such corporation, joint stock company, or
association, any of whose shares, bonds, securities or evidences of
indebtedness are held by or for this Company, and to do any acts or things
designed to protect, preserve, improve or enhance the value of any such
shares, bonds, securities or evidences of indebtedness.
(j) To purchase, apply for, obtain, or otherwise acquire, any and all letters
patent, licenses, patent rights, patented processes and similar rights
granted by the United States or any other government or country, or any
interest therein, or any inventions which may seem capable of being used for
or in connection with any of the objects or purposes of this Company, and to
use, exercise, develop, sell, lease, grant licenses in respect to, or other
interests in the same, and otherwise turn the same to account, and to carry
on any business, manufacturing or otherwise, which may be deemed to directly
or indirectly effectuate these objects or any of them.
3
<PAGE>
(k) To secure, acquire, apply for, register, hold, own or otherwise dispose
of any and all copyrights, trademarks, trade names and other trade rights.
(l) To organize, or cause to be organized, under the laws of the State of
Delaware, or of any other state, territory or country, or the District of
Columbia, a corporation or corporations for the purpose of accomplishing any
of the objects for which this Company is organized, or for any other purpose
or purposes, and to dissolve, wind up, liquidate, merge or consolidate any
such corporation or corporations.
(m) To borrow money for the purposes of this Company, and to issue bonds,
debentures, notes, and other obligations, and to secure the sale by pledge or
mortgage of the whole, or any part of the property of this Company, either
real or personal, or to issue bonds, notes, debentures, or other obligations,
without any such security.
(n) To issue shares of stock, preferred stock, debentures, debenture stock,
bonds, notes, and other obligations for cash, or property, or in exchange for
the stock, bonds, notes or securities of any person, firm or corporation.
(o) To enter into, make, perform and carry out contracts of every kind for
any lawful purpose, without limit as to amount, with any person, firm,
association or corporation.
(p) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, warrants and other negotiable or transferable
instruments.
(q) To purchase and acquire shares of the capital stock, bonds, and other
obligations of this Company, from time to time, to such extent, and in such
manner and upon such terms as its Board of Directors shall determine, and
from time to time to accept, any such shares, bonds and obligations as
security for, or in payment on account, or in satisfaction of, any claim or
demand of this Company, and to reissue the same from time to time.
(r) To have one or more offices to carry on any or all of its operations and
business, and, without restriction or limit as to amount, to purchase, lease,
or otherwise acquire, hold, and own, and to mortgage, sell, convey, lease, or
otherwise dispose of real and personal property of every class and
description, in any of the states or territories of the United States and in
the District of Columbia and in any and all foreign countries, subject to the
laws of such state, district, territory or country.
(s) To do any and all things herein set forth, and in addition such other
acts as are incident or conducive to the attainment of the purposes of this
Company, or any of them, to the same extent as natural persons lawfully might
or could do in any part of the world, insofar as such acts are not
inconsistent with the provisions of the laws of the State of Delaware.
The foregoing clauses shall be construed both as objects and powers, and it
is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of
this Company, and are in furtherance
4
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of, and in addition to, and not in limitation of the general powers conferred
by the laws of the State of Delaware.
It is the intention that the purposes and powers specified in this Article
Third hereof shall, except as otherwise expressly provided, in no wise be
limited or restricted by reference to or interference from the terms of any
other clause or paragraph of this Certificate, and that each of the purposes
and powers specified in this Article Third hereof, shall be regarded as
independent purposes and powers.
"FOURTH: (a) The total number of shares of stock which the Company shall
have authority to issue is 852,000,000, of which 2,000,000 shares, no par
value, are to be of a class designated "Preferred Stock," 50,000,000
shares, of the par value of $0.01 each, are to be of a class designated
"Senior Preferred Stock," 500,000,000 shares, of the par value of $0.25
each, are to be of a class designated Class A Common Stock ("Class A Common
Stock") and 300,000,000 shares, of the par value of $0.25 each, are to be
of a class designated Class B Common Stock ("Class B Common Stock," and
together with the Class A Common Stock, "Common Stock").
The relative powers, preferences and participating, optional or other
special rights, and the qualifications, limitations and restrictions of the
Class A Common Stock and Class B Common Stock of the Company shall be as
follows:
(1) Except as otherwise set forth below in this Article FOURTH, the
relative powers, preferences and participating, optional or other special
rights, and the qualifications, limitations or restrictions of the Class A
Common Stock and Class B Common Stock shall be identical in all respects.
(2) Subject to the rights of the holders of any outstanding Preferred
Stock and Senior Preferred Stock and subject to any other provisions of
this Restated Certificate of Incorporation, holders of Class A Common Stock
and Class B Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock of any corporation or, subject to the
next sentence, shares of Common Stock of the Company, or any property of
the Company as may be declared thereon by the Board of Directors from time
to time out of assets or funds of the Company legally available therefor
and shall share equally on a per share basis in all such dividends and
other distributions. In the case of dividends or other distributions
payable in Common Stock, including distributions pursuant to stock splits
or divisions of Common Stock, only shares of Class A Common Stock shall be
paid or distributed with respect to Class A Common Stock and only shares of
Class B Common Stock shall be paid or distributed with respect to Class B
Common Stock. The shares of Class A Common Stock and Class B Common Stock
so distributed shall be equal in number on a per share basis. Neither the
shares of Class A Common Stock nor the shares of Class B Common Stock may
be reclassified, subdivided or combined unless such reclassification,
subdivision or combination occurs simultaneously and in the same proportion
for each class. Notwithstanding anything herein to the contrary, the
holders of the Class A Common Stock shall not be entitled to receive any
special dividend declared and paid in respect of the Class B Common Stock
within seven (7) days after the initial issuance by the Company of the
Class A Common Stock.
(3) At every meeting of the stockholders of the Company every holder
of Class A Common Stock shall be entitled to one vote in person or by proxy
for each share of Class A Common Stock standing in its name on the transfer
books of the Company, and every holder of Class B Common Stock shall be
entitled to three votes in person or by proxy for each share of Class B
Common Stock standing in its name on the transfer books of the Company, in
connection with the election of directors and all other matters submitted
to a vote of stockholders, subject to the right of The Fuji Bank, Limited
and its subsidiaries (together with their respective successors, "Fuji
Bank") or the Class B Transferee (as defined in Section (a)(6)(ii) below),
as the case may be, to elect to reduce from time to time the number of
votes per share to which the holders of Class B Common Stock are entitled
from three to any number of votes per share of Class B Common Stock less
than three (but not fewer than one) by written notice to the Company, which
notice shall (A) specify the reduced number of votes per share, (B) be
included with the records of the Company maintained by the Secretary and
(C) for so long thereafter as there shall be shares of Class B Common Stock
outstanding, be referred to or reflected in any proxy or information
statement provided to holders of the Common Stock in connection with any
matter to be voted upon by such holders. Except as may be otherwise
required by law or by this Article FOURTH, the holders of Class A Common
Stock and Class B Common Stock shall vote together as a single class,
subject to any voting rights that may be granted to holders of Preferred
Stock and Senior Preferred Stock, on all matters submitted to a vote of the
stockholders of the Company. Notwithstanding anything herein to the
contrary, in the event that at any time while held by Fuji Bank the
outstanding shares of Class B Common Stock would represent greater than
seventy nine percent (79%) of the combined voting power of all outstanding
classes of voting stock of the Company, then for voting purposes the number
of votes per share of Class B Common Stock shall be automatically reduced
so that the shares of Class B Common Stock represent seventy nine percent
(79%) of such combined voting power.
(4) In the event of any dissolution, liquidation or winding up of the
affairs of the Company, whether voluntary or involuntary, after payment in
full of the amounts required to be paid to the holders of any Preferred
Stock and Senior Preferred Stock, the remaining assets and funds of the
Company shall be distributed pro rata to the holders of Class A Common
Stock and Class B Common Stock. For purposes of this Section (a)(4), the
voluntary sale, conveyance, lease, exchange or transfer (for cash, shares
of stock, securities or other consideration) of all or substantially all of
the assets of the Company or a consolidation or merger of the Company with
one or more other corporations (whether or not the Company is the
corporation surviving such consolidation or merger) shall not be deemed to
be a liquidation, dissolution or winding up, voluntary or involuntary.
(5) In the case of any reorganization or consolidation or merger of
the Company with one or more other entities, each holder of a share of
Class A Common Stock shall be entitled to receive with respect to such
share the same kind and amount of shares of stock and other securities and
property (including cash), if any, receivable upon such reorganization,
consolidation or merger by each holder of a share of Class B Common Stock,
and each holder of a share of Class B Common Stock shall be entitled to
receive with respect to such share the same kind and amount of shares of
stock and other securities and property (including cash), if any,
receivable upon such reorganization, consolidation or merger by a holder of
a share of Class A Common Stock, except that shares of stock or other
securities receivable upon such reorganization, consolidation or merger by
a holder of a share of Class B Common Stock may differ from the shares of
stock or other securities receivable upon such reorganization,
consolidation or merger by a holder of a share of Class A Common Stock to
the extent that the Class B Common Stock and Class A Common Stock differ as
provided in this Restated Certificate of Incorporation of the Company.
(6) (i) Each record holder of shares of Class B Common Stock may
convert such shares into an equal number of shares of Class A Common Stock
by surrendering the certificates for such shares, accompanied by any
required tax transfer stamps and by a written notice by such record holder
to the Company stating that such record holder desires to convert such
shares of Class B Common Stock into the same number of shares of Class A
Common Stock and requesting that the Company issue all of such shares of
Class A Common Stock to persons named therein, and setting forth the number
of shares of Class A Common Stock to be issued to each such person and the
denominations in which the certificates therefor are to be issued. To the
extent permitted by law, such voluntary conversion shall be deemed to have
been effected at the close of business on the date of such surrender.
(ii) Each share of Class B Common Stock shall automatically
convert into one share of Class A Common Stock upon the transfer of such
share if, after such transfer, such share is not beneficially owned by Fuji
Bank or, as set forth below in this Section (a)(6)(ii), the Class B
Transferee or any subsidiaries of the Class B Transferee. For purposes of
this Restated Certificate of Incorporation, "beneficial owner", and any
derivative term thereof, shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations of the Securities Exchange
Act of 1934, as amended. In addition, a person shall be the "beneficial
owner" of any shares of Common Stock which such person or any of its
affiliates or associates has (a) the right to acquire (whether such right
is exercisable immediately or only after the passage of time), pursuant to
any agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, or
(b) the right to vote pursuant to any agreement, arrangement or
understanding (but neither such person nor any such affiliate or associate
shall be deemed to be the beneficial owner of any shares of Common Stock
solely by reason of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for such
meeting, and with respect to which shares neither such person nor any such
affiliate or associate is otherwise deemed the beneficial owner). For
purposes of this Section (a), the term "subsidiary" means as to any person
or entity, all corporations, partnerships, joint ventures, associations and
other entities in which such person or entity beneficially owns (directly
or indirectly) 50% or more of the outstanding voting stock, voting power,
partnership interests or similar voting interests.
Notwithstanding anything herein to the contrary, shares of Class B
Common Stock representing more than a 50% voting interest in the then
outstanding shares of Common Stock taken as a whole, when transferred by
Fuji Bank in a single transaction or series of related transactions to one
person unrelated to Fuji Bank (together with its successors, the "Class B
Transferee") and/or any subsidiaries of the Class B Transferee, shall not
automatically convert to shares of Class A Common Stock upon the transfer
of such shares. Following any such transfer of shares of Class B Common
Stock representing more than a 50% voting interest in the outstanding
shares of Common Stock taken as a whole to the Class B Transferee, any
shares of Class B Common Stock retained by Fuji Bank shall automatically
convert into shares of Class A Common Stock upon such transfer. For
purposes of this Section (e)(6), each reference to a "person" shall be
deemed to include not only a natural person, but also a corporation,
partnership, joint venture, association, or other legal entity of any kind;
and each reference to a "natural person" (or to a "record holder" of
shares, if a natural person) shall be deemed to include in his
representative capacity a guardian, committee, executor, administrator or
other legal representative of such natural person or record holder.
Each share of Class B Common Stock shall automatically convert into
one share of Class A Common Stock if at any time the number of shares of
Class B Common Stock then outstanding is less than thirty percent (30%) of
the aggregate number of shares of Common Stock then outstanding.
The Company will provide notice of any automatic conversion of all
outstanding shares of Class B Common Stock to all holders of record of
shares of Common Stock as soon as practicable following such conversion;
provided, however, that the Company may also satisfy such notice
requirement by providing such notice prior to such conversion. Such notice
shall be provided by mailing notice of such conversion, first class,
postage prepaid, to each holder of record of shares of Common Stock, at
such holder's address as it appears on the transfer books of the Company;
provided, however, that no failure to give such notice nor any defect
therein shall affect the validity of the automatic conversion of any shares
of Class B Common Stock. Each such notice shall state, as appropriate, the
following:
(A) the automatic conversion date;
(B) that all outstanding shares of Class B Common Stock are to be or
have been automatically converted, and that from such automatic
conversion date the certificates evidencing any shares of Class B
Common Stock shall evidence the same number of shares of Class A
Common Stock; and
(C) the place or places where certificates for such shares are to be
surrendered for exchange for certificates evidencing the shares of
Class A Common Stock.
Immediately upon such conversion on the automatic conversion date, the
rights of the holders of shares of Class B Common Stock as such shall cease
and such holders shall be treated for all purposes as having become the
record owners of the shares of Class A Common Stock issuable upon such
conversion; provided, however, that such persons shall be entitled to
receive when paid any dividends declared on the Class B Common Stock as of
a record date preceding the time of such conversion and unpaid as of the
time of such conversion, subject to Section (a)(6)(vi) below.
(iii) Holders of shares of Class B Common Stock may (A) sell or
otherwise dispose of or transfer any or all of such shares held by them
only in connection with a transfer which meets the qualifications of
Section (a)(6)(iv) below, and under no other circumstances, or (B) convert
any or all of such shares into shares of Class A Common Stock as provided
in Section (a)(6)(i) above. No one other than those persons or entities in
whose names shares of Class B Common Stock become registered on the
original stock ledger of the Company by reason of their record ownership of
shares of Common Stock of the Company which are reclassified into shares of
Class B Common Stock, or transferees or successive transferees who receive
shares of Class B Common Stock in connection with a transfer which meets
the qualifications set forth in Section (a)(6)(iv) below, shall by virtue
of the acquisition of a certificate for shares of Class B Common Stock have
the status of an owner or holder of shares of Class B Common Stock or be
recognized as such by the Company or be otherwise entitled to enjoy for its
own benefit the special rights and powers of a holder of shares of Class B
Common Stock.
Holders of shares of Class B Common Stock may at any and all times
transfer to any person or entity the shares of Class A Common Stock
issuable upon conversion of such shares of Class B Common Stock.
(iv) Shares of Class B Common Stock shall be transferred on the books
of the Company and a new certificate therefor issued, upon presentation at
the office of the Secretary of the Company (or at such additional place or
places as may from time to time be designated by the Secretary or any
Assistant Secretary of the Company) of the certificate for such shares, in
proper form for transfer and accompanied by all requisite stock transfer
tax stamps, only if such certificate when so presented shall also be
accompanied by any one of the following:
(a) a written notice from Fuji Bank, stating that the certificate for
such shares is being presented to effect a transfer by Fuji Bank of shares
to a subsidiary or subsidiaries of Fuji Bank;
(b) a written notice from Fuji Bank, stating that the certificate for
such shares is being presented to effect a transfer by any subsidiary of
Fuji Bank of shares to Fuji Bank or another subsidiary or subsidiaries of
Fuji Bank;
(c) a written notice from Fuji Bank, stating that the certificate for
such shares is being presented to effect a transfer by Fuji Bank or any of
its subsidiaries of shares to the Class B Transferee or a subsidiary or
subsidiaries of the Class B Transferee as contemplated by Section
(a)(6)(ii);
(d) a written notice from the Class B Transferee stating that the
certificate for such shares is being presented to effect a transfer by the
Class B Transferee of shares to a subsidiary or subsidiaries of the Class B
Transferee; or
(e) a written notice from the Class B Transferee stating that the
certificate for such shares is being presented to effect a transfer by any
subsidiary of the Class B Transferee of shares to the Class B Transferee or
another subsidiary or subsidiaries of the Class B Transferee.
If a record holder of shares of Class B Common Stock shall deliver a
certificate for such shares, endorsed by it for transfer or accompanied by
an instrument of transfer signed by it, to a person or entity who receives
such shares in connection with a transfer which does not meet the
qualifications set forth in this Section (a)(6)(iv), then such person or
entity or any successive transferee of a certificate for such shares may
treat such endorsement or instrument as authorizing it on behalf of such
record holder to convert such shares in the manner above provided for the
purpose of the transfer to itself of the shares of Class A Common Stock
issuable upon such conversion, and to give on behalf of such record holder
the written notice of conversion above required, and may convert such
shares of Class B Common Stock accordingly.
If such shares of Class B Common Stock shall improperly have been
registered in the name of such a person or entity (or in the name of any
successive transferee of such certificate) and a new certificate therefor
issued, such person or entity or such transferee shall surrender such new
certificate for cancellation, accompanied by the written notice of
conversion above required, in which case (1) such person or entity or such
transferee shall be deemed to have elected to treat the endorsement on (or
instrument of transfer accompanying) the certificate so delivered by such
former record holder as authorizing such person or entity or such
transferee on behalf of such former record holder so to convert such shares
and so to give such notice, (2) the shares of Class B Common Stock
registered in the name of such former record holder shall be deemed to have
been surrendered for conversion for the purpose of the transfer to such
person or entity or such transferee of the shares of Class A Common Stock
issuable upon conversion and (3) the appropriate entries shall be made on
the books of the Company to reflect such action.
In the event that the Board of Directors of the Company (or any
committee or subcommittee of the Board of Directors, or any officer of the
Company, designated for this purpose by the Board of Directors) shall
determine, upon the basis of facts not disclosed in any notice or other
document accompanying the certificate for shares of Class B Common Stock
when presented for transfer, that such shares of Class B Common Stock have
been registered in violation of the provisions of Section (a)(6), or shall
determine that a person or entity is enjoying for his or its own benefit
the special rights and powers of shares of Class B Common Stock in
violation of such provisions, then the Company shall take such action at
law or in equity as is appropriate under the circumstances. An
unforeclosed pledge made to secure a bona fide obligation shall not be
deemed to violate such provisions.
(v) Every certificate for shares of Class B Common Stock shall bear
a legend on the face thereof reading as follows:
"The shares of Class B Common Stock represented by this certificate may
not be transferred to any person or entity in connection with a transfer
that does not meet the qualifications set forth in Section (a)(6)(iv) of
Article FOURTH of the Restated Certificate of Incorporation of Heller
Financial, Inc. and no person or entity who receives such shares in
connection with a transfer which does not meet the qualifications prescribed
by Section (a)(6)(iv) of said Article FOURTH is entitled to own or to be
registered as the record holder of such shares of Class B Common Stock, but
the record holder of this certificate may at any time convert such shares of
Class B Common Stock into the same number of shares of Class A Common Stock.
Each holder of this certificate, by accepting the same, accepts and agrees
to all of the foregoing."
(vi) Upon any conversion of shares of Class B Common Stock into
shares of Class A Common Stock pursuant to the provisions of this Section
(a)(6), any dividend for which the record date or payment date shall be
subsequent to such conversion and which may have been declared on the
shares of Class B Common Stock so converted shall be deemed to have been
declared, and shall be payable, with respect to the shares of Class A
Common Stock into or for which such shares of Class B Common Stock shall
have been so converted, and any such dividend which shall have been
declared on such shares payable in shares of Class B Common Stock shall be
deemed to have been declared, and shall be payable, in shares of Class A
Common Stock.
(vii) The Company shall not reissue or resell any shares of Class B
Common Stock which shall have been converted into shares of Class A Common
Stock pursuant to or as permitted by the provisions of this Section (e)(6),
or any shares of Class B Common Stock which shall have been acquired by the
Company in any other manner. The Company shall, from time to time, take
such appropriate action as may be necessary to retire such shares and to
reduce the authorized amount of Class B Common Stock accordingly.
The Company shall at all times reserve and keep available, out of its
authorized but unissued Common Stock, such number of shares of Class A
Common Stock as would be issuable upon the conversion of all shares of
Class B Common Stock then outstanding.
(viii) In connection with any transfer or conversion of any stock of
the Company pursuant to or as permitted by the provisions of this Section
(a)(6), or in connection with the making of any determination referred to
in this Section (a)(6):
(A) The Company shall be under no obligation to make any
investigation of facts unless an officer, employee or agent of the Company
responsible for making such transfer or determination or issuing Class A
Common Stock pursuant to such conversion has substantial reason to believe,
or unless the Board of Directors (or a committee or subcommittee of the
Board of Directors designated for the purpose) determines that there is
substantial reason to believe, that any notice or other document is
incomplete or incorrect in a material respect or that an investigation
would disclose facts upon which any determination referred to in Section
(a)(6)(iv) above should be made, in either of which events the Company
shall make or cause to be made such investigation as it may deem necessary
or desirable in the circumstances and have a reasonable time to complete
such investigation.
(B) Except as otherwise required by law, neither the Company
nor any director, officer, employee or agent of the Company shall be liable
in any manner for any action taken or omitted in good faith in connection
with the registration of transfer of the shares of Common Stock.
(C) The Company will not be required to pay any documentary,
stamp or similar issue or transfer taxes payable in respect of the issue or
delivery of shares of Class A Common Stock on the conversion of shares of
Class B Common Stock pursuant to this Section (a)(6), and no such issue or
delivery shall be made unless and until the person or entity requesting
such issue has paid to the Company the amount of any such tax or has
established, to the satisfaction of the Company, that such tax has been
paid.
(D) Subject to the rights of any holders of Preferred Stock and
Senior Preferred Stock, all rights to vote and all voting power (including,
without limitation thereto, the right to elect directors) shall be vested
exclusively, in accordance with Section (a)(3) and subsections (D) through
(F) of this Section (a)(6)(viii), inclusive, in the holders of Common
Stock, voting together as a single class, except as otherwise expressly
required by the law of the State of Delaware, this Restated Certificate of
Incorporation or the By-Laws of the Company.
(E) At any meeting of stockholders, the presence in person or by
proxy of the holders of shares entitled to cast a majority of all the votes
which could be cast at such meeting by the holders of all of the
outstanding shares of stock of the Company entitled to vote on every matter
that is to be voted on without regard to class at such meeting shall
constitute a quorum.
(F) At every meeting of stockholders, the holders of shares of
Class A Common Stock and the holders of shares of Class B Common Stock
shall vote together as one class, and their votes shall be counted and
totaled together; and at any meeting of stockholders duly called and held
at which a quorum (determined in accordance with the provisions of
subsection (E)) is present, (i) in all matters other than the election of
directors, a majority of the votes which could be cast at such meeting upon
a given question and (ii) in the case of the election of directors, a
plurality of the votes which could be cast at such meeting upon such
election, by such holders who are present in person or by proxy, shall be
necessary in addition to any vote or other action that may be expressly
required by the provisions of this Restated Certificate of Incorporation or
by the law of the State of Delaware, to decide such question or election,
and shall decide such question or election if no such additional vote or
other action is so required.
(7) In the event that at any time or from time to time the
Company issues any additional shares of Class A Common Stock of the Company
or any other securities of the Company convertible into shares of Class A
Common Stock of the Company (other than pursuant to any employee stock or
stock option benefit plan or in connection with any stock split or stock
dividend), the holders of shares of Class B Common Stock shall have the
right to subscribe for and purchase additional shares of Class B Common
Stock or shares of such other securities such that such holders of Class B
Common Stock may, by purchasing such additional securities, maintain the
same percentage beneficial ownership interest (including voting and/or
economic interest) that such holders held immediately prior to the issue of
such additional securities.
At the time of the filing of this amendment to the Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware, each
outstanding whole share of Common Stock, par value $0.25 per share, shall
automatically, without the necessity of any further action on the part of
the holder thereof, be reclassified into one share of Class B Common Stock.
The Preferred Stock and the Senior Preferred Stock may be issued from time
to time in one or more series of any number of shares, provided that (i)
the aggregate number of shares of Preferred Stock issued and not canceled
of any and all such series shall not exceed the total number of shares of
Preferred Stock authorized, and (ii) the aggregate number of shares of
Senior Preferred Stock issued and not canceled of any and all such series
shall not exceed the total number of shares of Senior Preferred Stock
authorized. Authority is hereby expressly granted to the Board of Directors
from time to time to issue the Preferred Stock or Senior Preferred Stock as
Preferred Stock or Senior Preferred Stock, respectively, of any series and,
in connection with the creation of each such series, to fix by the
resolution or resolutions providing for the issue of shares thereof, the
number of shares of such series, and the voting powers, full or limited, or
no voting powers, and such distinctive designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions of such series, to the full
extent now or hereafter permitted by the laws of the State of Delaware.
Subject to the provisions of this Restated Certificate of Incorporation and
except as otherwise provided by law, the shares of stock of the Company,
regardless of class, may be issued for such consideration and for such
corporate purposes as the Board of Directors may from time to time
determine.
Except as otherwise specifically set forth herein, no holder of stock of
the Company shall have any preemptive rights with respect to stock of the
Company."
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(b) The Board of Directors pursuant to the authority expressly vested in this
Article Fourth, and pursuant to the provisions of the General Corporation Law
of the State of Delaware has by resolution fixed the voting powers,
designation, preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or restrictions thereof
of the following series of Preferred Stock:
NW Preferred Stock, Class B
1. Designation. The designation of the series of Preferred Stock created
by this Resolution shall be "NW Preferred Stock, Class B (No Par Value)",
the first series of said stock when issued to be designated as "Series
A", and each subsequent series when issued thereafter to be lettered
consecutively (all such series hereinafter called the "NW Preferred
Stock"). The NW Preferred Stock, Class B shall consist of 100,000
shares. Except as hereinafter set forth, all such series when issued are
to be governed by the same voting powers, designation, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof as each of the other
series of Preferred Stock.
2. Dividends. The holders of shares of the NW Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors,
dividends in cash in an amount determined at a rate equal to one percent
per annum above the rate of interest at which deposits in United States
dollars are offered by the principal office of The Fuji Bank, Limited in
London, England, to prime banks in the London interbank market for a
period equal to three months (or, in the case of the initial issuance of
a series of NW Preferred Stock, for a period equal to the period
commencing on the date of issuance of such series and ending on the date
of the calendar quarter during which such issuance occurred), which
dividend amount shall be established on the second business day preceding
the first day of each calendar quarter (or in the case of the initial
issuance of a series of NW Preferred Stock, on the second business day
preceding the date of issuance of such series), payable quarterly on
March 31, June 30, September 30, and
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December 31 in each year, commencing on the first such date following the
initial issuance of any series of NW Preferred Stock (each of such
quarterly periods (or, in the case of the initial issuance of a series of
NW Preferred Stock, such shorter period) ending on the last day of such
months, being hereinafter called a `dividend period'). The rights of
holders of the NW Preferred Stock shall be noncumulative. Accordingly, if
the Board of Directors fails to declare a dividend on the NW Preferred
Stock payable on a dividend payment date, then holders of NW Preferred
Stock will have no right to receive a dividend in respect of the dividend
period ending on such dividend payment date, and the Company will have no
obligation to pay dividends accrued for such period, whether or not
dividends on the NW Preferred Stock are declared payable on any future
dividend payment date. The amount of dividends payable for any period
shorter than a full quarterly dividend period will be calculated on the
basis of a 360-day year consisting of twelve 30-day months. All dividends
declared upon the shares of the NW Preferred Stock and any other
preferred stock ranking on a parity as to dividends with the NW Preferred
Stock shall be declared pro rata, so that the amounts of dividends
declared per share on the NW Preferred Stock and such other preferred
stock shall in all cases bear to each other the same rate that Accrued
Dividends per share on the shares of the NW Preferred Stock and such
other preferred stock bear to each other. No full dividends shall be
declared or paid or set apart for payment of the preferred stock of any
series ranking, as to dividends, on a parity with or junior to the NW
Preferred Stock for any period unless dividends have been or
contemporaneously are declared and paid or declared and a sum sufficient
for the payment thereof set apart for such payment on the NW Preferred
Stock for the then-current dividend period (without accumulation of
accrued and unpaid dividends for prior dividend periods unless previously
declared). When dividends are not paid in full, as aforesaid, upon the
shares of NW Preferred Stock and any other preferred stock ranking on a
parity as to dividends with the NW Preferred Stock, all dividends
declared upon shares of NW Preferred Stock and any other class of series
of preferred stock ranking on a parity as to dividends with the NW
Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share on the NW Preferred Stock and such other
preferred stock shall in all cases bear to each other the same ratio that
dividends per share on the shares of NW Preferred Stock for the then-
current dividend period (without accumulation of accrued and unpaid
dividends for prior dividend periods unless previously declared) and such
other preferred stock bear to each other. Holders of shares of NW
Preferred Stock shall not be entitled to any dividend, whether payable in
cash, property or stock, in excess of full dividends for the then-current
dividend period (without accumulation of accrued and unpaid dividends for
prior dividend periods unless previously declared), as herein provided,
on the NW Preferred Stock. Holders of shares of the NW Preferred Stock
shall not be entitled to any dividends, whether payable in case, property
or stock, and no dividends shall be paid on any shares of NW Preferred
Stock during the existence of a default in the payment of principal of or
interest on any outstanding indebtedness of the Company for money
borrowed.
3. Rights of Redemption. The shares of the NW Preferred Stock shall be
subject to redemption as follows:
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A. Mandatory Redemption. Each share of each series of NW Preferred
Stock shall be redeemable no less than 30 and no more than 45 days
following the end of a calendar quarter upon five business days'
prior written notice to the Company from the holder, (the date on
which any such redemption shall occur being referred to herein as the
'Redemption Date'), in whole or in part, in an aggregate amount in
such calendar quarter not exceeding the excess of the Net Worth of
the Company, as defined herein, at the end of such quarter over
$500,000,000, at a redemption price equal to the price paid to the
Company upon the issuance thereof, plus Accrued Dividends in respect
thereof, provided that the Company shall be obligated to effect any
such redemption only to the extent that its doing so will not (i)
result in a breach of or default under any agreement for or
instrument evidencing indebtedness of, or guaranteed by, the Company
and (ii) conflict with the provisions set forth under Paragraph 2
hereof restricting the payment of dividends on any shares of NW
Preferred Stock during the existence of a default in the payment of
principal of or interest on any outstanding indebtedness of the
Company for money borrowed.
Unless provision has been made for payment in full of Accrued
Dividends on all preferred stock, no sum shall be set aside for the
redemption of any Preferred Stock nor shall any Preferred Stock be
purchased or otherwise acquired by the Company.
B. Sinking Fund, Etc. Shares of the NW Preferred Stock are not
subject or entitled to the benefit of a sinking fund.
C. Effect of Redemption. After a Redemption Date in respect of any
shares of NW Preferred Stock, shares redeemed on such Redemption Date
shall not be deemed to be outstanding and shall not be transferable
on the books of the Company except to the Company.
D. Receipt of Redemption Price. At any time on or after a
Redemption Date in respect of any shares of NW Preferred Stock, the
respective holders of record of shares of NW Preferred Stock to be
redeemed shall be entitled to receive the redemption price upon
actual delivery to the Company of certificates for the shares to be
redeemed.
E. Return of Deposits, Etc. Any moneys deposited with the transfer
agent, or other redemption agent, for the redemption of any shares of
NW Preferred Stock which shall not be claimed after five years from
the Redemption Date shall be repaid to the Company by such agent on
demand, and the holder of any such shares of NW Preferred Stock shall
thereafter look only to the Company for any payment to which such
holder may be entitled. Any interest accrued on money so deposited
shall belong to the Company and shall be paid to it from time to time
on demand.
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F. Redemption by Deposit. If on or before the Redemption Date in
respect of any shares of NW Preferred Stock, funds necessary for such
redemption shall have been deposited by the Company, in trust for the
pro rata benefit of the holders of the shares called for redemption
on such Redemption Date, with a bank or trust company in good
standing organized under the laws of the United States of America,
doing business in the City of Chicago or in the Borough of Manhattan,
in the City of New York, having a capital, surplus and undivided
profits aggregating at least $10,000,000 according to its last
published statement of condition, then, notwithstanding that any
certificate for shares to be redeemed shall not have been surrendered
for cancellation, from and after such Redemption Date, all shares to
be redeemed shall no longer be deemed to be outstanding and all
rights with respect to such shares shall forthwith cease and
terminate, except only the right of the holders thereof to receive
the redemption price for such shares, without interest, and the right
to exercise on or before the close of business on the Redemption
Date, privileges of exchange or conversion, if any, not theretofore
expiring. Any interest accrued on such funds shall be paid to the
Company from time to time.
4. Rights on Liquidation, Dissolution or Winding Up.
A. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the holders of shares of
the NW Preferred Stock then outstanding shall be entitled to be paid
out of the assets of the Company available for distribution to its
stockholders, before any payment shall be made to the holders of any
class of capital stock of the Company ranking junior upon liquidation
to the NW Preferred Stock, an amount equal to the price paid for each
such share upon the issuance thereof plus an amount equal to all
Accrued Dividends thereon to and including the date of payment.
B. In the event the assets of the Company available for distribution
to the holders of shares of NW Preferred Stock upon any involuntary
or voluntary liquidation, dissolution or winding up of the Company
shall be insufficient to pay in full all amounts to which such
holders are entitled pursuant to subparagraph A of this paragraph 4,
no such distribution shall be made on account of any shares of any
other class or series of preferred stock ranking on a parity with the
shares of NW Preferred Stock upon liquidation unless proportionate
distributive amounts shall be paid on account of the shares of NW
Preferred Stock, ratably, in proportion to the full distributive
amounts to which the holders of all such parity shares are
respectively entitled upon such liquidation, dissolution or winding
up.
5. Voting. The shares of the NW Preferred Stock shall not have any
voting powers, either general or special, except as required by
applicable law.
6. Definitions.
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A. The term 'business day' shall mean a day on which dealings are
carried on in the London interbank market and banks are open in
London, and banks are not required or authorized to dose in New York
City or in Chicago, it being understood, however, that for purposes
of paragraph 2 of this Resolution, the term 'business day' shall not
include reference to Chicago.
B. The term `Accrued Dividends' shall mean the aggregate amount of
dividends that have been declared but have not been paid in respect
of shares of the NW Preferred Stock.
C. Intentionally Omitted.
D. Intentionally Omitted.
E. The term 'Net Worth' in respect of any period shall mean the
stockholders' equity of the Company, including preferred stock,
common stock and earned surplus and all other items listed under the
heading "Stockholders' Equity" on the balance sheet of the Company,
as determined in accordance with generally accepted accounting
principles, consistently applied, and shown on the balance sheet of
the Company as at the close of such period; provided, that Net Worth
shall be increased by the aggregate amount of the accrued and unpaid
dividends on all shares of NW Preferred Stock outstanding on the last
day of the period in respect of which Net Worth is being determined,
and by the aggregate amount of the liquidation preference of all such
shares of NW Preferred Stock to the extent not otherwise included in
Net Worth pursuant to the foregoing provisions of this definition.
F. The term "Preferred Stock" shall mean any preferred stock created
and issued under the Restated Certificate of Incorporation of the
Company as in effect on the date of this Resolution, including the NW
Preferred Stock, whether or not issued. The term "preferred stock"
shall mean shares of any class of stock (including Preferred Stock)
if the holders of such class shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution
or winding up, in preference or priority to the holders of shares of
Common Stock.
G. For the purposes of this Resolution any stock of any class or
classes of the Company shall be deemed to rank:
(1) prior to shares of the NW Preferred Stock, either as to dividends
or upon liquidation, if the holders of such class or classes shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of shares of the NW Preferred
Stock;
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(2) on a parity with shares of the NW Preferred Stock, either as to
dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates, or redemption or liquidation prices per share
thereof be different from those of the NW Preferred Stock, if the
holders of such stock shall be entitled to the receipt of dividends
or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in proportion to their respective dividend
rates or liquidation prices, without preference or priority of one
over the other as between the holders of such stock and the holders
of shares of NW Preferred Stock; and
(3) junior to shares of the NW Preferred Stock, either as to
dividends or upon liquidation, if such class shall be common stock of
the Company or if the holders of the NW Preferred Stock shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of shares of such class or
classes.
FIFTH: The existence of this Company is to be perpetual.
SIXTH: The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
SEVENTH: Except as otherwise provided for or fixed pursuant to the provisions
of Article Fourth of this Restated Certificate of Incorporation relating to the
rights of the holders of a series of the Senior Preferred Stock to elect
additional directors, the number of directors of this Company shall be fixed and
may be altered from time to time as may be provided in the By-laws. In case of
any increase in the number of directors, the additional directors may be elected
by the directors, or by the stockholders, at an annual or special meeting.
EIGHTH: In furtherance, and not in limitation of the powers conferred by
statute, the Board of Directors are expressly authorized:
(a) To fix, determine and vary from time to time the amount to be maintained
as surplus and the amount or amounts to be set apart as working capital.
(b) To make, alter, amend or repeal By-laws for this Company without any
action on the part of the stockholders. The By-laws made by the directors may
be altered or repealed by the stockholders.
(c) To designate two or more directors to constitute an executive committee,
which committee shall have and exercise (except when the Board of Directors
shall be in session) such powers and rights of the full Board of Directors in
the management of the business and affairs of this Company as may be lawfully
delegated, and shall have power to authorize the seal of this Company to be
affixed to all papers which may require it.
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(d) If the By-laws of this Company shall so provide, the stockholders and
directors shall have power to hold their meetings either within or without
the State of Delaware, and to have one or more offices outside of the State
of Delaware, and to keep the books and records except the original or
duplicate stock ledger, of this Company outside the State of Delaware, and at
such place or places as may from time to time be designated by the Board of
Directors.
(e) To authorize and cause to be executed mortgages and liens without limit
as to amount, upon the real and personal property of this Company.
(f) From time to time to determine whether and to what extent, and at what
time and place and under what conditions and regulations the accounts and
books of this Company, or any of them, shall be open to the inspection of the
stockholders; and no stockholder shall have any right to inspect any account
or book or document of this Company except as conferred by statute or the By-
laws or as authorized by a resolution of the directors or stockholders.
(g) To sell, assign, transfer, convey and otherwise dispose of a part of the
property, assets and effects of this Company, less than the whole or
substantially the whole thereof, on such terms and conditions as they shall
deem advisable, without the assent of the stockholders in writing or
otherwise; and also to sell, assign, transfer, convey and otherwise dispose
of the whole, or substantially the whole, of the property, assets, effects,
franchises, and good will of this Company on such terms and conditions as
they shall deem advisable but only with the assent in writing, or pursuant to
the vote, of the holders of not less than two-thirds in interest of all the
stockholders of this Company but in any event not less than the amount
required by law.
(h) All of the powers of this Company, insofar as the same lawfully may be
vested by this Certificate in the directors, are hereby conferred upon the
said directors of this Company.
NINTH: This Company may in its By-laws fix the number (not less than the
number required by law or in this Certificate) of shares, the holders of which
must consent to, or which must be voted in favor of, any specific act or acts by
this Company, or its Board of Directors, and during the period for which such
number remains so fixed, such specified act or acts shall not and may not be
performed or carried out by this Company, or its Board of Directors without the
consent or affirmative vote of the holders of at least the number of shares so
fixed.
TENTH: In the absence of fraud, no contract or transaction between this
Company and any other corporation shall be affected by the fact that the
directors of this Company are interested in or are directors or officers of such
other corporation, and any director individually may be a party to, or may be
interested in any such contract or transaction of this Company; and no such
contract or transaction of this Company with any person or persons, firm or
association, shall be affected by the fact that any director of this Company is
a party to, or interested in such contract or transaction, or in any way
connected with such person or persons, firm or association, provided that the
interest in any such contract or transaction of any such director shall be fully
disclosed, and that such contract or other
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transaction shall be authorized or ratified by the vote of a sufficient number
of the directors of this Company not so interested; and each and every person
who may become a director in this Company is hereby relieved from any liability
that might otherwise exist from thus contracting with this Company for the
benefit of himself or any firm, association, or corporation in which he may be
in anyway interested.
ELEVENTH: This Company may in its Bylaws make any other provisions or
requirements for the management or conduct of the business of this Company,
provided the same be not inconsistent with the provisions of this Certificate,
or contrary to the laws of the State of Delaware, or the United States.
TWELFTH: Except where other notice is specifically required by statute
written notice only of any stockholder's meeting, given as provided in the By-
laws shall be sufficient without publication or other form of notice.
THIRTEENTH: Any officer elected or appointed by the Board of Directors, or by
the Executive Committee, or by the stockholders, or any member of the Executive
Committee, or of any other standing committee, or any director of this Company
may be removed at any time, with or without cause, in such manner as shall be
provided in the By-laws of this Company.
FOURTEENTH: No director of this Company shall be personally liable to the
Company or to its stockholders for monetary damages arising out of or resulting
from any breach of his fiduciary duty as a director; provided, however, that
this Article Fourteenth shall not apply in any case where such liability arises
out of or results from: (a) the breach by such director of his duty of loyalty
to the Company or to its stockholders; (b) any act or omission of such director
not in good faith or which involves intentional misconduct or a knowing
violation of the law; (c) any transaction from which such director derives an
improper personal benefit; or (d) any payment of a dividend or any purchase or
redemption of the capital stock of the Company in violation of the provisions of
Section 174 of the General Corporation Law of the State of Delaware. This
Article Fourteenth shall be effective as of, and shall apply to any act,
omission or transaction of any director of this Company occurring on or after,
July 1, 1986.
FIFTEENTH: This Company reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation in the
manner now or hereafter prescribed by statute and all rights conferred on
officers, directors and stockholders herein are granted subject to this
reservation.
4. This Restated Certificate of Incorporation was adopted by the written Consent
of the sole stockholder of the Company dated August 28, 1992, in accordance with
the applicable provisions of Section 228, 242, 243 and 245 of the General
Corporation Law of the State of Delaware.
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EXHIBIT 10(a)
RESTATED
KEEP WELL AGREEMENT
Dated as of June 17, 1997
This Agreement, dated as of June 17, 1997, restates an agreement dated as
of August 28, 1992 (the "First Amended and Restated Keep Well Agreement"), as
amended as of May 3, 1995 and June 17, 1997, between The Fuji Bank, Limited, a
Japanese banking corporation ("Fuji"), acting by and through its New York Branch
(the "Branch"), and Heller Financial, Inc, a Delaware corporation ("Finance").
W I T N E S S E T H:
WHEREAS, Fuji on January 26, 1984 purchased from Walter E. Heller
International Corporation, a Delaware corporation ("Heller"), pursuant to a
Stock Purchase Agreement dated as of April 23, 1983 (the "Stock Purchase
Agreement"), all of the issued and outstanding shares of common stock of Finance
and of Walter E. Heller Overseas Corporation, a Delaware corporation
("Overseas"); and
WHEREAS, pursuant to the Stock Purchase Agreement, Fuji and Finance entered
into a Keep Well Agreement dated as of April 23, 1983 (the "Original Keep Well
Agreement") in order to assist Finance in maintaining its credit rating; and
WHEREAS, the First Amended and Restated Keep Well Agreement was executed in
order to reflect various amendments that had been made to the Original Keep Well
Agreement; and
WHEREAS, the First Amended and Restated Keep Well Agreement has been
subsequently amended; and
WHEREAS, Finance and Fuji now desire to restate the First Amended and
Restated Keep Well Agreement to reflect such amendments;
NOW, THEREFORE, the parties hereto agree to restate the First Amended and
Restated Keep Well Agreement as follows (the First Amended and Restated
Agreement as so restated being referred to herein as the "Keep Well Agreement"
or this "Agreement"):
SECTION 1.Definitions. For the purposes of this Agreement:
"Business Day" shall mean a day of the year on which dealings are
carried on in the London interbank market and banks are open for business
in London and not required or authorized to close in New York City or
Chicago.
"Commercial Paper" shall mean all commercial paper issued and sold by
Finance (or by any issuing agent acting on behalf of Finance) after the
date of the Original Keep Well Agreement and on or prior to the 30th
Business Day after notice or termination of this Agreement is given by Fuji
pursuant to Section 8(c) or by Finance pursuant to Section 8(d).
"Illiquidity Certification" shall mean a certificate of the chief
financial officer or chief accounting officer of Finance, in substantially
the form of Exhibit A hereto.
"Moody's" shall mean Moody's Investors Service, Inc. Any reference in
this Agreement to any specific rating by Moody's is a reference to such
rating as currently defined by Moody's and shall be deemed to refer to the
equivalent rating if such rating system changes. If Moody's shall at any
time discontinue rating either the Series A Preferred Stock or the Series B
Preferred Stock and S&P is not then rating such Preferred
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Stock, then Goldman, Sachs & Co. for as long as the Series A Preferred
Stock shall remain outstanding and thereafter Lehman Brothers Inc., or its
applicable successor, shall, within 30 days, select a nationally recognized
substitute rating agency and identify the comparable ratings from such
agency. During such 30 day period, Moody's rating shall be considered to be
the last rating Moody's provided before it discontinued rating the
applicable Preferred Stock.
"Net Worth" for any period shall mean the stockholders' equity of
Finance (including preferred stock, common stock and earned surplus and all
other items listed under the heading "Stockholders' Equity" on the balance
sheet of Finance) as determined in accordance with generally accepted
accounting principles, consistently applied, and shown on the balance sheet
of Finance as at the close of such period; provided, however, that for the
purposes of this Agreement, Net Worth shall be increased by the aggregate
amount of the accrued and unpaid dividends on all shares of NW Preferred
Stock outstanding on the last day of the period in respect of which Net
Worth is being determined (and by the aggregate amount of the liquidation
preference of all such shares of NW Preferred Stock to the extent not
otherwise included in Net Worth pursuant to the foregoing provisions of
this definition).
"Net Worth Certification" for any period shall mean a certificate of
the chief financial officer or chief accounting officer of Finance, in
substantially the form of Exhibit B hereto, setting forth in detail the Net
Worth for such period and the calculations upon which it has been
determined and containing a notice of issuance of NW Preferred Stock.
"Net Worth Deficiency" for any period shall mean the amount by which
$500,000,000 exceeds the Net Worth in respect of such period.
"NW Preferred Stock" shall mean the preferred stock of Finance
entitled "NW Preferred Stock" and to be issued pursuant to Section 2 to
Fuji or a subsidiary of Fuji as Fuji shall elect by written notice to
Finance (such notice to be given to Finance no later than three Business
Days prior to the date of issuance of any such NW Preferred Stock pursuant
to Section 2), from time to time in one or more series, each without voting
rights except as shall be provided for under the statutes of the State of
Delaware, and having the following provisions:
(a) Dividends. Dividends as to any series of NW Preferred Stock
shall be payable (if declared) quarterly commencing on the last day of the
calendar quarter during which such series is issued, and on the last day of
each calendar quarter thereafter (each such last day of a calendar quarter
being a "Dividend Date") for so long as that series is outstanding (the
dividend during the first such quarter to be prorated); dividends on each
series of NW Preferred Stock shall accrue and be payable at a rate per
annum equal at all times during a calendar quarter ending on a Dividend
Date to 1% per annum above the rate of interest at which deposits in United
States Dollars are offered by the principal office of Fuji in London,
England on the second Business Day (it being agreed that for this purpose
only, the definition of "Business Day" shall not include reference to
Chicago) preceding the first day of such calendar quarter (or, in the case
of the first dividend period, preceding the date of issuance of such
series) to prime banks in the London interbank market for a period equal to
three months (or, in the case of such first dividend period, equal to such
shorter period commencing on the date of issuance of such series and ending
on the last day of the calendar quarter during which such issuance
occurred); provided, however that the dividends on each series of NW
Preferred Stock shall be noncumulative such that if the Board of Directors
of Finance fails to declare a dividend on the NW Preferred Stock payable on
a dividend payment date, then holders of NW Preferred Stock will have no
right to receive a dividend in respect of the dividend period ending on
such dividend payment date, and Finance will have no obligation to pay
dividends accrued for such period, whether or not dividends on the NW
Preferred Stock are declared payable on any future dividend payment date;
and provided further, however, that no dividend shall be paid on any series
of NW Preferred Stock during the existence of a default in the payment of
principal of or interest on any outstanding indebtedness for money borrowed
of Finance;
(b) Redemption. Shares of NW Preferred Stock shall be redeemable no
less than 30 and no more than 45 days following the end of a calendar
quarter, in an aggregate amount in respect of such calendar quarter not
exceeding the excess of Net Worth as of the end of such calendar quarter
over $500,000,000, upon five Business Days' prior written notice to Finance
from the holder thereof, at a redemption price equal
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to the price paid to the issuer for such shares upon the issuance thereof
plus accumulated unpaid dividends; provided, however, that Finance shall be
obligated to effect any such redemption only to the extent that its doing
so will not (i) result in a breach of or default under any agreement for or
instrument evidencing indebtedness of Finance or guaranteed by Finance and
(ii) conflict with the terms of the proviso to paragraph (a) of the
definition of NW Preferred Stock;
(c) No Sinking Fund. No shares of any series of NW Preferred Stock
shall be subject or entitled to the benefit of a sinking fund; and
(d) Liquidation Rights. Each series of NW Preferred Stock shall be
entitled to the same rights upon liquidation, dissolution or winding up of
Finance as the Series A Preferred Stock ($6.50 Preferred Stock) of Finance,
outstanding prior to the date hereof.
"Preferred Stock" shall mean either the Series A Preferred Stock or
the Series B Preferred Stock, or both, as the context shall require.
"Rating Agencies" shall mean Moody's and S&P and their respective
successors, if any, selected in accordance with the definitions of Moody's
and S&P, respectively. In the event either Moody's or S&P shall
discontinue rating either the Series A Preferred Stock or the Series B
Preferred Stock or both while the other is continuing to provide such
ratings, "Rating Agencies" shall thereafter mean the Rating Agency which is
continuing to provide such ratings.
"S&P" shall mean Standard & Poor's Corporation. Any reference in this
Agreement to any specific rating by S&P is a reference to such rating as
currently defined by S&P and shall be deemed to refer to the equivalent
rating if such rating system changes. If S&P shall at any time discontinue
rating either the Series A Preferred Stock or the Series B Preferred Stock
and Moody's is not then rating such Preferred Stock, then Goldman, Sachs &
Co. for as long as the Series A Preferred Stock shall remain outstanding
and thereafter Lehman Brothers Inc., or its applicable successor, shall,
within 30 days, select a nationally recognized substitute rating agency and
identify the comparable ratings from such agency. During such 30 day
period, S&P's rating shall be considered to be the last rating S&P provided
before it discontinued rating the applicable Preferred Stock.
"Series A Preferred Stock" shall mean the "Cumulative Perpetual Senior
Preferred Stock, Series A" issued by Finance.
"Series B Preferred Stock" shall mean the "Fixed Rate Noncumulative
Perpetual Senior Preferred Stock, Series B" issued by Finance and any
preferred stock issued by Finance in exchange therefor.
"Series A Minimum Rating" shall mean with respect to: a) Moody's, a
rating of "a3" and, with respect to Moody's successor rating agency, if
any, the comparable rating of such successor, all as determined in
accordance with the definition of Moody's herein; and b) S&P, a rating of
"A-" and, with respect to S&P's successor rating agency, if any, the
comparable rating of such successor, all as determined in accordance with
the definition of S&P herein.
"Series B Minimum Rating" shall mean with respect to: a) Moody's, a
rating of "baa1" and, with respect to Moody's successor rating agency, if
any, the comparable rating of such successor, all as determined in
accordance with the definition of Moody's herein; and b) S&P, a rating of
"BBB" and, with respect to S&P's successor rating agency, if any, the
comparable rating of such successor, all as determined in accordance with
the definition of S&P herein.
"Termination Date" shall mean the earlier of (a) December 31, 2007 and
(b) the Unsupported Rating Date, but in no event earlier than December 31,
2002.
"Unsupported Rating Date" shall mean such date on which Finance shall
have first obtained from each of the Rating Agencies a written
certification that upon termination of this Agreement the ratings on the
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senior unsecured indebtedness of Finance without the support provided by
this Agreement shall be no lower than the ratings of Finance with the
support provided by this Agreement.
SECTION 2. Net Worth Maintenance. If at the close of any month, there is a
Net Worth Deficiency for such month, Finance shall forthwith send to Fuji a Net
Worth Certification with respect thereto (accompanied by financial statements
for such period) requesting Fuji to purchase, or to cause a subsidiary of Fuji
to purchase, shares of NW Preferred Stock from Finance having an aggregate
liquidation preference equal to such Net Worth Deficiency, and Fuji shall,
within five Business Days after receipt by Fuji of such written request from
Finance, purchase, or cause a subsidiary of Fuji to purchase, shares of NW
Preferred Stock from Finance in such amount, against delivery of such shares to
Fuji or the Branch or such subsidiary, as Fuji shall elect by three Business
Days' prior written notice to Finance.
SECTION 3. Liquidity Maintenance. If on or before the effectiveness of
termination of this Agreement, Finance reasonably and in good faith determines
that it will have insufficient cash or other liquid assets to meet its payment
obligations on Commercial Paper maturing on the date in respect of which such
determination is made (each such date being a "Shortfall Date" and the amount of
such insufficiency occurring on such Shortfall Date being the "Liquidity
Shortfall" in respect of such Shortfall Date), and it shall have available no
unused commitments under its lines of credit, credit agreements and other credit
facilities with lenders other than Fuji, then Finance shall forthwith send to
the Branch an Illiquidity Certification requesting Fuji, through the Branch, to
make an advance to Finance in an amount not exceeding such Liquidity Shortfall
(such advance being a "Liquidity Advance"), and, upon receipt by the Branch no
later than 11:00 A.M. (New York City time) on such Shortfall Date of such
Illiquidity Certification and an executed promissory note (which may be signed
manually by facsimile) in the form of Exhibit C hereto (a "Liquidity Advance
Note") in respect of such Liquidity Advance, the Branch shall make a Liquidity
Advance in such amount on such Shortfall Date. Each Liquidity Advance shall be
repayable on demand made at any time after the Business Day following the 29th
day after the day on which such Liquidity Advance is made, shall bear interest
on the unpaid principal amount thereof from the date of such Advance until the
principal amount thereof shall be paid in full, payable in arrears on the
maturity thereof (and, in the case of any overdue principal, on demand), at a
rate of interest equal to a fluctuating interest rate per annum equal at all
times to 1/4 of 1% per annum above, but on any overdue principal amount 1 1/4%
per annum above, the rate of interest announced publicly by Morgan Guaranty
Trust Company of New York in New York, New York from time to time as its prime
commercial lending rate, and shall be prepayable by Finance, as a whole or in
part, without premium, upon five Business days' prior written notice to Fuji;
provided, however, that no repayment of a Liquidity Advance shall be made during
the continuance of a default in the payment of any indebtedness of Finance for
borrowed money which indebtedness is not by its terms subordinated to other
indebtedness of Finance; and provided, further, that in no event shall Fuji's
obligation pursuant to this Section 3 to make Liquidity Advances exceed in the
aggregate for all Liquidity Advances at any time outstanding $500,000,000 (the
"Liquidity Commitment").
SECTION 4. Limitation on Sale or Issuance of Common Stock of Finance. Fuji
will not, prior to giving notice of termination of this Agreement pursuant to
Section 8(c) or consenting to termination of this Agreement pursuant to Section
8(d), sell, pledge or otherwise dispose of, or permit any subsidiary to sell,
pledge or otherwise dispose of, or permit Finance to issue, any shares of common
stock of Finance, except that (i) Finance may issue shares of its common stock
to Fuji or to any corporation all of whose outstanding common stock is owned
directly or indirectly by Fuji, and (ii) Fuji or any corporation all of whose
outstanding common stock is owned directly or indirectly by Fuji may transfer
shares of common stock of Finance to any corporation all of whose outstanding
common stock is owned directly or indirectly by Fuji or to Fuji.
SECTION 5. Representations and Warranties of Finance. Finance represents
and warrants as follows:
(a) The execution, delivery and performance by Finance of this
Agreement and the performance of the transactions contemplated thereby are
within Finance's corporate powers, have been duly authorized by all
necessary corporate action, and do not contravene (i) Finance's charter or
by-laws or (ii) any law or contractual restriction binding on or affecting
Finance.
(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required
for the due execution, delivery and performance by Finance of this
Agreement or for the performance by Finance of the transactions
contemplated hereby.
4
<PAGE>
(c) This Agreement is, and each Liquidity Advance Note when issued
hereunder will be, legal, valid and binding obligations of Finance
enforceable against Finance in accordance with their respective terms,
except as may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of
creditors' rights generally.
(d) A sufficient number of shares of NW Preferred Stock have been duly
authorized for issuance and sale pursuant to this Agreement and, when
issued and delivered pursuant to the provisions of this Agreement against
payment of the consideration therefor described herein, each such share
will be validly issued, fully paid and non-assessable; and each such share
will conform to the description thereof contained herein, and such
description will conform to such share. Upon its issuance, no share of NW
Preferred Stock will be subject to the preemptive rights of any shareholder
of Finance.
(e) The offering, sale and delivery of the NW Preferred Stock to Fuji
or a subsidiary of Fuji under the circumstances contemplated hereby do not
require registration of the NW Preferred Stock under the Securities Act of
1933, as amended (the "1933 Act"), and do not require qualification of
this Agreement or any indenture under the Trust Indenture Act of 1939, as
amended.
(f) All Commercial Paper will be exempt from registration under the
1933 Act by virtue of Section 3(a)(3) thereof.
(g) Finance is not engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board of Governors of the Federal Reserve
System), and no proceeds of any sale of NW Preferred Stock or any Liquidity
Advance will be used to purchase or carry any margin stock or to extend
credit to others for the purpose of purchasing or carrying any margin
stock.
SECTION 6. Covenants of Finance. Finance covenants and agrees that, until
the latest of the effective date of termination of this Agreement as herein
provided, the redemption in full of all NW Preferred Stock and the repayment in
full of all Liquidity Advances made by Fuji:
(a) Finance will not issue or permit to be issued any Commercial Paper
having maturity later than the Business Day immediately following the 269th
day after its date of issue;
(b) Finance will issue Commercial Paper only on such terms as will
enable such Commercial Paper to be exempt from registration under the 1933
Act by virtue of Section 3(a)(3) thereof;
(c) Finance will use its best efforts to meet maturities of
outstanding Commercial Paper when due from sources (including the proceeds
of commercial paper issued by Finance after notice of termination of this
Agreement shall have been given pursuant to Section 8(c) or 8(d)) other
than the proceeds of Liquidity Advances, and will use the proceeds of each
Liquidity Advance solely for the payment at maturity of the Commercial
Paper in respect of which such Liquidity Advance was requested;
(d) Finance will, not less often than at the close of each month,
determine whether there is a Net Worth Deficiency for the period as to
which such determination is made;
(e) Finance will maintain (and Fuji hereby undertakes to assure that
Finance will maintain) in full force and effect and available to it unused
short-term lines of credit, asset sales facilities and committed credit
facilities in its favor in an amount at all times approximately equal to
75% of the amount of its commercial paper (including Commercial Paper)
from time to time outstanding; and
(f) Immediately upon receipt of notice of (i) termination of this
Agreement given by Fuji pursuant to Section 8(c) or (ii) consent by Fuji to
termination of this Agreement by Finance pursuant to Section 8(d), Finance
shall furnish notice of such termination to all Commercial Paper dealers
and to each statistical rating agency that has issued a rating in respect
of Finance or any of its commercial paper or other debt obligations.
5
<PAGE>
SECTION 7. No Guarantee; Limitation on Applicability; No Commercial Paper
Holder To Have Rights. This Agreement is not, and nothing herein contained and
nothing done pursuant hereto by Fuji shall be deemed to constitute a guarantee,
directly or indirectly, by Fuji of the payment of any Commercial Paper or other
commercial paper, indebtedness, liability or obligation of any kind or character
of Finance or any subsidiary of Finance, nor shall this Agreement or anything
contained herein have any effect, directly or indirectly, upon or in respect of
any commercial paper or upon or in respect of any Commercial Paper not issued
and outstanding on the day notice of termination of this Agreement is given
pursuant to Section 8(c) or on the day Fuji shall consent to termination of this
Agreement pursuant to Section 8(d), as the case may be. Fuji shall not, by
virtue of this Agreement, the transactions contemplated hereby or otherwise,
have any obligation or liability of any kind or character to or in respect of
any holder of any commercial paper or other indebtedness, liability or
obligation of any kind or character of Finance or any subsidiary of Finance.
SECTION 8. Modification, Amendment and Termination. (a) This Agreement may
be modified or amended only by the written agreement of Fuji and Finance;
provided, however, that (i) no such modification or amendment shall have any
adverse effect upon any Commercial Paper outstanding at the time of such
modification or amendment for so long as such Commercial Paper is outstanding;
(ii) the provisions of Section 8(b), 8(c) and 8(d) shall not be modified or
amended for any reason except and unless to extend the dates set forth therein;
and (iii) the provisions of Section 8(f) shall not be modified or amended for
any reason except and unless to increase the dollar amount set forth therein
until the Termination Date.
(b) This Agreement may not be terminated for any reason by either party
hereto, and shall continue in full force and effect, until the Termination Date.
After the Termination Date, this Agreement may be terminated by Fuji, in
accordance with the provisions of Section 8(c) hereof, or by Finance, in
accordance with the provisions of Section 8(d) hereof.
(c) At any time after the Termination Date, this Agreement may be
terminated by Fuji upon thirty Business Days' prior written notice to Finance
(with a copy of such notice to each statistical rating agency referred to in
Section 6(f) and, if Fuji shall so elect, to each Commercial Paper dealer).
However, such termination shall not in any way relieve Finance of its
obligations under the NW Preferred Stock outstanding on the date of such
termination or under the Liquidity Advance Notes outstanding on the date of such
termination, or in respect of Fuji's fee set forth in Section 9. Also, such
termination shall not be effective as to the obligations of Fuji contained in
Sections 2 and 3 until the scheduled maturity of all Commercial Paper issued in
accordance with the terms hereof and outstanding on the 30th Business Day after
notice of such termination is given.
(d) At any time after the Termination Date, this Agreement may be
terminated by Finance upon (i) thirty Business Days' prior written notice to
Fuji and (ii) receipt by Finance of written consent from Fuji to such
termination (with notice of such termination to be given by Finance, after
receipt of Fuji's consent to such termination, to each Commercial Paper dealer
and statistical rating agency referred to in Section 6(f)). However, such
termination by Finance shall not in any way relieve Finance of its obligations
under the NW Preferred Stock outstanding on the date of such termination or
under the Liquidity Advance Notes outstanding on the date of such termination,
or in respect of Fuji's fee set forth in Section 9. Also, such termination shall
not be effective as to the obligations of Fuji contained in Sections 2 and 3
until the scheduled maturity of all Commercial Paper issued in accordance with
the terms hereof and outstanding on the 30th Business Day after notice of such
termination is given.
(e)(1) Anything contained elsewhere herein to the contrary
notwithstanding, it is expressly understood and agreed that this Agreement may
not be terminated for any reason by either party hereto, and shall continue in
full force and effect, at any time while all or any portion of the Series A
Preferred Stock is outstanding and held by third parties other than Fuji (or any
direct or indirect wholly-owned subsidiary of Fuji) unless Finance shall have
first obtained from each of the Rating Agencies a written certification that
upon termination of this Agreement the Series A Preferred Stock will be rated no
lower than the Series A Minimum Rating.
(2) Anything contained elsewhere herein to the contrary notwithstanding,
it is expressly understood and agreed that this Agreement may not be terminated
for any reason by either party hereto, and shall continue in full force and
effect, at any time while all or any portion of the Series B Preferred Stock is
outstanding and held by third parties other than Fuji (or any direct or indirect
wholly-owned subsidiary of Fuji) unless Finance shall have first obtained from
6
<PAGE>
each of the Rating Agencies a written certification that upon termination of
this Agreement the Series B Preferred Stock will be rated no lower than the
Series B Minimum Rating.
(3) For purposes of the each of the foregoing clauses (1) and (2), the
Series A Preferred Stock or the Series B Preferred Stock shall cease to be
considered outstanding at such time as an effective notice of redemption of all
of such Preferred Stock shall have been given by Finance and funds sufficient to
effectuate such redemption shall have been deposited with the party designated
for such purpose in the notice.
(f) For the purposes hereof, no portion of any Commercial Paper shall be
considered to be "outstanding" if moneys or securities in an amount sufficient
for the payment of principal thereof and interest and premium, if any, thereon
shall have been deposited with the proper party or parties for the satisfaction
and discharge of such portion of such Commercial Paper, all in accordance with
the governing instrument defining the rights of the holders thereof or shall
have been deposited in trust with a commercial bank in The City of New York.
SECTION 9. Fuji's Fee. Finance shall pay to Fuji a fee, payable in same
day funds, on the average daily unused portion of the Liquidity Commitment from
the date hereof until the date of the payment in full of all Commercial Paper
outstanding on the day on which Fuji shall give notice to Finance of the
termination of this Agreement pursuant to Section 8(c) or on the day Fuji shall
consent to the termination of this Agreement pursuant to Section 8(d), as the
case may be, at the rate of 1/16 of 1% per annum, payable on July 1, 1983 and on
the first Business Day of each calendar quarter thereafter until the date of
such payment in full of all such Commercial Paper, and on the date of such
payment in full of all such Commercial Paper.
SECTION 10. Representation by Fuji. Fuji represents that it is acquiring
the shares of NW Preferred Stock as contemplated hereby for its own account in
the ordinary course of its business and not with a view to the public
distribution or sale thereof nor with any present intention of selling or
distributing such shares, but subject, nevertheless, to any legal or
administrative requirement that the disposition of its property shall at all
times be within its control.
SECTION 11. Notices. All notices, requests and other communications
required or permitted hereunder shall, unless otherwise stated herein, be given
by hand delivery or by telecopy, telegram or cable, addressed as follows:
To Fuji:
The Fuji Bank, Limited
New York Branch
Two World Trade Center
79th Floor
New York, New York 10048
Attention: Vice President and Manager,
U.S. Corporate Finance and Credit
Group II
To Finance:
Heller Financial, Inc.
500 West Monroe
Chicago, Illinois 60661
Attention: Treasurer
or at such other address as either party shall specify to the other party in
writing.
SECTION 12. Accounting Terms; Interest Computation. All accounting terms
not specifically defined herein shall be construed in accordance with generally
accepted accounting principles consistently applied, except as otherwise stated
herein.
7
<PAGE>
All computations of interest under or in connection with this Agreement
shall be made on the basis of a year of 360 days for the actual number of days
elapsed. Whenever any payment to be made hereunder or in connection herewith
shall be due on a day other than a Business Day, such payment may be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest.
SECTION 13. No Waiver; Remedies. No failure on the part of Fuji to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.
SECTION 14. Original Keep Well Agreement Superseded. This agreement amends
and supersedes the First Amended and Restated Keep Well Agreement as that
document has been amended from time to time.
SECTION 15. Submission to Jurisdiction. Fuji hereby irrevocably submits to
the jurisdiction of any New York State or Federal court sitting in the County of
New York, State of New York, over any action or proceeding arising out of this
Agreement. Fuji hereby irrevocably appoints the Branch as its agent to receive
on behalf of Fuji service of copies of the summons and complaint and any other
process that may be served in any such action or proceeding.
SECTION 16. Binding Effect; Successors. This Agreement shall be binding
upon, and inure to the benefit of, Fuji and Finance and their respective
successors and assigns, except that Finance shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent of
Fuji. Fuji may assign to any financial institution all or any part of, or any
interest in, its rights and benefits hereunder and under any of the Liquidity
Advance Notes and, subject to the provisions of Section 10, the shares of NW
Preferred Stock owned by Fuji.
SECTION 17. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the law of the State of New York.
In Witness Whereof, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
THE FUJI BANK, LIMITED
By: /s/Atsushi Takano
------------------------
Name: Atsushi Takano
Its: Managing Director
THE FUJI BANK, LIMITED, NEW YORK
BRANCH, as Obligor under Section 3 of the
Amended and Restated Keep Well Agreement
By: /s/Tsutomu Hayano
------------------------
Name: Tsutomu Hayano
Its: Director and General Manager
HELLER FINANCIAL, INC.
By: /s/Richard J. Almeida
-------------------------
Name: Richard J. Almeida
Title: Chairman of the Board
and Chief Executive Officer
8
<PAGE>
EXHIBIT A TO RESTATED KEEP WELL AGREEMENT
Form of Illiquidity Certificate
I, _______________________, [Chief Financial Officer] [Chief Accounting
Officer] of Heller Financial, Inc., a Delaware corporation ("Finance"), DO
HEREBY CERTIFY to The Fuji Bank, Limited ("Fuji"), in connection with Section 3
of the Restated Keep Well Agreement dated as of June 17, 1997 between Finance
and Fuji (the "Keep Well Agreement", the terms defined therein being used herein
as therein defined), THAT:
1. This Illiquidity Certificate constitutes the irrevocable request of
Finance that Fuji make a Liquidity Advance to Finance in the amount of
$__________(the "Requested Advance") on the fifth Business Day after
the receipt by Fuji of this Certificate. The Requested Advance shall be
evidenced by the Liquidity Advance Note accompanying this Certificate
(the "Note") and shall have such terms and conditions as are set forth
in the Keep Well Agreement and the Note. The Note has been duly
authorized, executed and delivered by Finance and is in the form of
Liquidity Advance Note set forth in the Keep Well Agreement.
2. Finance has reasonably and in good faith determined that it will have a
Liquidity Shortfall in the amount of the Requested Advance on the fifth
Business Day after the date hereof and that it has available no unused
commitments under its line of credit, credit agreements and other
credit facilities with lenders other than Fuji.
3. Fuji is to make the Requested Advance available to Finance on the fifth
Business Day after the receipt by Fuji of this Certificate by crediting
Finance's account no. _____________ maintained at _____________________
in New York, New York in the amount of the Requested Advance.
In Witness Whereof, I have signed this Certificate this _____ day of
__________________, 19___
Heller Financial, Inc.
By:___________________________________
Title:_______________________________
9
<PAGE>
EXHIBIT B TO RESTATED KEEP WELL AGREEMENT
Form of Net Worth Certificate
I, _______________________, the [Chief Financial Officer] [Chief Accounting
Officer] of Heller Financial, Inc., a Delaware corporation ("Finance"), DO
HEREBY CERTIFY to The Fuji Bank, Limited ("Fuji"), in connection with Section 2
of the Restated Keep Well Agreement dated as of June 17, 1997 between Finance
and Fuji (the "Keep Well Agreement", the terms defined therein being used herein
as therein defined), THAT:
1. Accompanying this Certificate are financial statements of Finance for
the calendar quarter ended immediately prior to the date hereof. The
Net Worth for such calendar quarter is equal to $_____________, and the
calculations upon which it has been determined are the following:
_____________. Such Net Worth has been determined in a manner
consistent with the definition of "Net Worth" contained in the Keep
Well Agreement.
2. There is a Net Worth Deficiency for such calendar quarter (the "Net
Worth Deficiency" equal to $___________, which is the excess of
$500,000,000 over the Net Worth set forth in Paragraph 1.
3. This Net Worth Certificate constitutes (i) notice to Fuji that Finance
shall issue shares of its NW Preferred Stock in the amount of the Net
Worth Deficiency (the "Issued Amount") on the fifth Business Day after
the date hereof (the "Issuance Date") and (ii) the irrevocable request
of Finance that Fuji purchase shares of NW Preferred Stock in the
aggregate amount equal to the Issuance Amount on the fifth Business Day
after receipt by Fuji of this Certificate. Shares of NW Preferred Stock
issued on the Issuance Date shall be evidenced by one or more
certificates of NW Preferred Stock issued to Fuji or the Branch, as
Fuji shall request not later than two Business Days after receipt by
Fuji of this Certification, and shall have such terms and conditions as
are set forth in the Keep Well Agreement. Each such share, when issued,
will have been duly authorized, issued and delivered by Finance and
will be in the form of NW Preferred Stock specified in the Keep Well
Agreement.
In Witness Whereof, I have signed this certificate this _____ day of
___________________, 19____.
Heller Financial, Inc.
By:___________________________________
Title:_______________________________
10
<PAGE>
EXHIBIT C TO RESTATED KEEP WELL AGREEMENT
Form of Liquidity Advance Note
LIQUIDITY ADVANCE PROMISSORY NOTE
U.S. $[amount of Liquidity Dated: _________________________, 19____
Advance in figures]
FOR VALUE RECEIVED, the undersigned, HELLER FINANCIAL, INC., a corporation
organized and existing under the laws of Delaware (the "Borrower"), HEREBY
PROMISES TO PAY to the order of THE FUJI BANK, LIMITED (the "Bank"), a Japanese
banking corporation, the principal sum of [amount of the Liquidity Advance in
words] United States Dollars (U.S. $ [amount of the Liquidity Advance in
figures]) on _______________, 19___ [insert the date of the Business day next
succeeding the day that is twenty-nine days after the date of Note], together
with interest on the principal amount remaining unpaid hereunder from the date
hereof until said principal amount is paid in full, payable on the day said
principal amount becomes due and, with respect to interest on any overdue
principal amount, payable on demand, at a fluctuating interest rate per annum
equal at all times to 1/4 of 1% per annum above, but on any overdue principal
amount 1 1/4% per annum above, the rate of interest announced publicly by
Morgan Guaranty Trust Company of New York in New York, New York from time to
time as its prime commercial lending rate (the "Prime Rate"). Each change in
the fluctuating interest rate hereunder shall take effect simultaneously with
the corresponding change in the Prime Rate.
The Borrower may, upon at least five Business Days' notice to the Bank,
prepay this Liquidity Advance Note, without premium, in whole or in part, with
accrued interest to the date of such prepayment on the amount prepaid, provided
that each partial prepayment shall be in a principal amount not less than U.S.
$10,000,000 or a multiple thereof.
The Borrower shall make each payment of principal and interest hereunder
not later than 12:00 noon (New York City time) on the day when due in lawful
money of the United States to the Bank at the office of The Fuji Bank, Limited,
New York Branch, Two World Trade Center, 79th Floor, New York, New York 10048,
by wire transfer of Federal funds to the account of the Bank at Morgan Guaranty
Trust Company of New York, account no. 631-19-808.
All computations of interest shall be made by the Bank on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day occurring in the period for which such interest is
payable) elapsed.
This Liquidity Advance Promissory Note is one of the Liquidity Advance
Notes referred to in, and is entitled to the benefits of, the Restated Keep Well
Agreement dated as of June 17, 1997 between the Borrower and the Bank, and shall
be governed by, and construed in accordance with, the law of the State of New
York.
Heller Financial, Inc.
By:___________________________________
Title:________________________________
11
<PAGE>
EXHIBIT 10(d)
MANAGEMENT SERVICES AGREEMENT
BETWEEN
FUJI AMERICA HOLDINGS, INC.
AND
HELLER FINANCIAL, INC.
This Management Services Agreement (this "Agreement") is dated as of
January 2, 1998 and is made by and between Fuji America Holdings, Inc., a
Delaware corporation ("FAHI"), and Heller Financial, Inc., a Delaware
corporation ("HFI").
WITNESSETH:
WHEREAS, each of FAHI and HFI is capable of providing, and is prepared to
provide, certain centralized management and support functions and services to
the other; and
WHEREAS, each of FAHI and HFI desires to receive such centralized
management and support functions and services from the other on the terms and
conditions contained in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises contained in this Agreement, and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, FAHI
and HFI agree as follows:
1. Services to be Provided by HFI to FAHI
HFI shall provide, and FAHI shall accept from HFI, the centralized
management and support functions (the "HFI Services") available from the
following departments of HFI, but in each case only as and to the extent
reasonably requested by FAHI:
Budgets and Financial Reporting
Corporate Accounting, Payroll and Accounts Payable
Corporate Insurance and Purchasing
Corporate Facilities
Corporate Planning
The Chairman's Office
Treasury
Information Technology
Internal Audit
Human Resources
Legal
<PAGE>
2. Services to be Provided by HFI to FAHI
FAHI shall provide, and HFI shall accept from FAHI, the centralized
management and support functions (the "FAHI Services") available from the
following department of FAHI, but in each case only as and to the extent
reasonably requested by HFI:
Tax
3. Fees and Accounting Procedures
3.1 Management Fees. For the services set forth above, each of FAHI and
HFI (in such capacity, a "Service Recipient"), as appropriate, shall pay to the
provider of such services (in such capacity, a "Service Provider") a monthly
management and service fee (each, a "Management Fee") equal to the sum of all
monthly expenses associated with the Service Provider's provision of management
services for the Service Recipient during such month, including, but not limited
to, salary and associated fringe benefit expenses for employees with the Service
Provider's department(s) identified in Sections 1 and 2 above, and applicable
general and administrative expenses. Each Management Fee shall in any event be
at a price and on terms and conditions no less favorable to the Service
Recipient than could be obtained on an arm's length basis from unrelated third
parties.
3.2 Monthly Invoice. Promptly after the end of each month, each Service
Provider shall prepare and submit to the Service Recipient an invoice for the
Management Fee for the preceding month. Each invoice shall provide reasonably
detailed accounting for expenses (including out-of-pocket payments). A
quarterly reconciliation shall be made after each March 31, June 30, September
30 and December 31 during the term of this Agreement and, if necessary, an
adjustment made in respect of amounts invoiced and previously paid.
3.3 Advances. HFI agrees to made daily advances to FAHI in an amount
equal to the sum to all checks presented for payment to HFI against FAHI's
accounts payable and payroll obligations on such day. After the end of each
month, FAHI shall reimburse HFI for all amounts advanced under this Section 3.3
during such preceding month.
3.4 Netting of Payments. Monthly amounts owed by each of the Service
Providers to the other may be netted and the net amount due from one Service
Provider to the other shall be paid promptly after becoming due.
4. Allocation of Expenses to HFI Group
HFI may, in its discretion and as appropriate, allocate to any of HFI's
subsidiaries, at cost, amounts paid hereunder to FAHI for services provided by
FAHI hereunder that inure to the benefit of such HFI subsidiaries.
<PAGE>
5. Term
The initial term of this Agreement shall be from the date hereof through
and including December 31, 1998. Thereafter, this Agreement shall be
automatically renewed for successive one year terms until terminated by mutual
agreement of the parties
6. Governing Law
This Agreement shall at all times be governed by and be construed in
accordance with the laws of the State of Illinois (without regard to its
conflicts of law principles).
7. Indemnification
Each of the Service Providers hereby agrees to indemnify, defend and hold
harmless the Service Recipient's officers, directors and employees from and
against any and all claims, demands, losses, liabilities, actions, lawsuits and
other proceedings, judgments and awards, and costs and expenses (including
reasonable attorneys' fees), arising, directly or indirectly, in whole or in
part, out of the Service Provider's performance of its duties hereunder (other
than in respect of performance by the Service Provider if arising out of the
Service Provider's gross negligence or wilful misconduct).
8. Severability
Each provision of this Agreement is intended to be severable. If any term
or provision hereof shall be determined by a court of competent jurisdiction to
be illegal or invalid for any reason whatsoever, such provision shall be severed
from this Agreement and shall not affect the validity of the remainder of this
Agreement.
9. Assignment
This Agreement shall be continuing, irrevocable and binding on each of FAHI
and HFI and their respective successors and assigns, and shall inure to FAHI's
and HFI's benefit and that of their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by either party without the
prior written consent of the other.
10. Complete Agreement
This Agreement contains the complete agreement of FAHI and HFI with respect
to the provision of the services described herein and supersedes any prior
agreements concerning such services (including without limitation that certain
Management Agreement dated as of January 1, 1991, as amended, between Heller
International
<PAGE>
Corporation and HFI). Any amendment or modification of this Agreement must be by
a written agreement executed and delivered by and between FAHI and HFI.
IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto as of the date first written above.
FUJI AMERICA HOLDINGS, INC.
By: /s/
-------------------------
Name: Kenichiro Tanaka
-----------------------
Its: President
------------------------
HELLER FINANCIAL, INC.
By: /s/
-------------------------
Name: Lauralee E. Martin
-----------------------
Its: Chief Financial Officer
------------------------
<PAGE>
EXHIBIT 10(h)
Heller Financial, Inc.
1996-1998
Long Term Incentive Plan
I. Purpose of the Plan
The 1996-1998 Long term Incentive Plan (the "Plan") is an integral part of
Heller Financial, Inc.'s total compensation strategy. It has been designed to:
. Enhance Heller's ability to attract and retain valued contributors by
providing a competitive compensation opportunity.
. Focus Heller's valued contributors on the long term goals and objectives
of the company.
. Motivate key contributors through a pay-for-performance environment.
. Promote interdependency throughout the organization by reinforcing
teamwork.
. Align the executives and key contributors with shareholder interests.
II. Eligible Plan Participants
All employees who are in positions with a salary grade of 18 and higher are
eligible to participate in the Plan. However, this does not mean that all
eligible participants will receive a grant under the Plan. Whether an eligible
employee receives a grant, as well as the size of the actual grant, will be
based upon their performance in the prior year and/or their potential
contribution.
Recommendations for grants will be made by senior management and will be subject
to the approval of the Compensation Committee to the Board of Directors (The
"Committee") or the Chief Executive Officer, as prescribed by this document.
While employees in positions with a salary grade below 18 are typically not
considered eligible to participate in the Plan, grants can be made to these
employees on an individual basis, based upon the factors and conditions
discussed above.
1
<PAGE>
III. Grants of Performance Shares
Performance shares are granted annually, at the beginning of the Plan, and are
earned out over a designated performance period based upon a target average
return on equity (ROE) goal. This duration of the performance period for each
Plan is established at the beginning of the performance period.
The Committee, at its discretion, can modify the value of units as computed by
the return on equity formula based upon the achievement of predetermined
qualitative and quantitative performance measures.
IV. Performance/Award Period
The performance and award period for the Plan will be from January 1, 1996
through December 31, 1998.
V. Goal Setting/Value Determination
The value of a performance share is based on a three year average return on
equity (ROE) goal for Heller Financial, Inc. The goal for the 1996-1998
performance period will not be modified by any predetermined qualitative and
quantitative measures of performance.
The 1996-1998 performance period average return on equity goal will be 10.14%.
The actual value of shares granted under this plan will be determined based upon
the average ROE achievement of Heller Financial, Inc. for each year in the
three-year period. The performance grid shown below will be used in determining
actual share value.
<TABLE>
<CAPTION>
--------------------------------------------
Three Year Average Share
Annual ROE Value
--------------------------------------------
<S> <C>
11.64% $170.00
11.14% $135.00
10.64% $115.00
--------------------------------------------
10.14% $100.00
--------------------------------------------
9.64% $ 90.00
9.14% $ 75.00
Less than 9.14% $ 0.00
--------------------------------------------
</TABLE>
2
<PAGE>
If the three year average ROE goal is met, a share granted under this Plan will
have a value of $100.00. The maximum value for a share is $170.00. If the
actual performance exceeds or falls short of the average ROE target, the value
of a share will be determined in accordance with the performance grid shown
above. If the performance threshold of 9.14% average ROE is not met, the Pool
will not be funded and no awards will be paid. If the actual average ROE falls
between two values on the performance grid shown above, the actual value of a
share will be pro rated based on those values.
VI. Shares Available under the Plan
The number of shares available for grants under the Plan will be established at
the beginning of the performance period. The number of shares available for
grants under the 1996-1998 performance period cannot exceed 46,000 shares.
VII. Target Grants
Actual grants to individuals will be based upon actual and/or potential
performance factors.
VIII. Recommendation for and Approval of Grants
Grants under the Plan, as well as the size of the grant made to selected
participants, will be determined by senior management of Heller and will be
recommended to the Chief Executive Officer. Individual grants made to the
Policy Committee members (Tier I), as well as aggregate grants made to Senior
Management Committee members (Tier II) will be approved by the Committee. All
other grants will be approved by the Chief Executive Officer.
IX. Unused Shares
Shares not granted at the beginning of the performance period can be granted at
any time during the period with the approval of the Chief Executive Officer or
the Committee, as appropriate. Any share forfeited during the period will be
returned to the pool and are available for grants during the period. Any shares
unused at the end of the performance period will be returned to the company.
X. Distributions of Awards
Awards will be distributed as soon as practical after the end of the performance
period. Payments will be 100% in cash. Voluntary elections are possible at the
participant's election.
3
<PAGE>
XI. Administration
The Committee may delegate any or all aspects of the administration of the Plan.
The Plan will be administered as provided in the Appendix to this document.
4
<PAGE>
EXHIBIT 10(i)
Synopsis of
Heller Financial, Inc.
1997-1999
Long Term Incentive Plan
I. Purpose of the Plan
The 1997 -1999 Long term Incentive Plan (the "Plan") is an integral part of
Heller Financial, Inc.'s total compensation strategy. It has been designed to:
. Enhance Heller's ability to attract and retain valued contributors by
providing a competitive compensation opportunity.
. Focus Heller's valued contributors on the long term goals and objectives
of the company.
. Motivate key contributors through a pay-for-performance environment.
. Promote interdependency throughout the organization by reinforcing
teamwork.
. Align the executives and key contributors with shareholder interests.
II. Eligible Plan Participants
All employees who are in positions with a salary grade of 18 and higher are
eligible to participate in the Plan. However, this does not mean that all
eligible participants will receive a grant under the Plan. Whether an eligible
employee receives a grant, as well as the size of the actual grant, will be
based upon their performance in the prior year and/or their potential
contribution.
1
<PAGE>
Recommendations for grants will be made by senior management and will be subject
to the approval of the Compensation Committee to the Board of Directors (The
"Committee") or the Chief Executive Officer, as prescribed by this document.
While employees in positions with a salary grade below 18 are typically not
considered eligible to participate in the Plan, grants can be made to these
employees on an individual basis, based upon the factors and conditions
discussed above.
III. Grants of Performance Shares
Performance shares are granted annually, at the beginning of the Plan, and are
earned out over a designated performance period based upon a target average
return on equity (ROE) goal. This duration of the performance period for each
Plan is established at the beginning of its performance period.
The Committee, at its discretion, can modify the value of units as computed by
the return on equity formula based upon the achievement of predetermined
qualitative and quantitative performance measures.
IV. Performance/Award Period
The performance and award period for the Plan will be from January 1, 1997
through December 31, 1999.
V. Goal Setting/Value Determination
The value of a performance share is based on a three year average return on
equity (ROE) goal for Heller Financial, Inc. This goal for the 1997-1999
performance period will not be modified by any predetermined qualitative and
quantitative measures of performance for.
2
<PAGE>
The 1997-1999 performance period average return on equity goal will be 10.4%.
The actual value of shares granted under this plan will be determined based upon
the average ROE achievement of Heller Financial, Inc. for each year in the three
year period. The performance grid shown below will be used in determining
actual share value.
<TABLE>
<CAPTION>
---------------------------------------------------
Three Year Average Share
Annual ROE Value
---------------------------------------------------
<S> <C>
11.95% $170.00
11.45% $135.00
10.95% $115.00
---------------------------------------------------
10.45% $100.00
---------------------------------------------------
9.95% $ 90.00
9.45% $ 75.00
Less than 9.45% $ 0.00
---------------------------------------------------
</TABLE>
If the three year average ROE goal is met, a share granted under this Plan will
have a value of $100.00. The maximum value for a share is $170.00. If the
actual performance exceeds or falls short of the average ROE target, the value
of a share will be determined in accordance with the performance grid shown
above. If the performance threshold of 9.60% average ROE is not met, the Pool
will not be funded and no awards will be paid. If the actual average ROE falls
between two values on the performance grid shown above, the actual value of a
share will be pro rated based on those values.
VI. Shares Available under the Plan
The number of shares available for grants under the Plan will be established at
the beginning of the performance period. The number of shares available for
grants to participants, excluding the Chief Executive Officer, under the 1997-
1999 performance period cannot exceed 42,675 shares. Grants to the Chief
Executive Officer will be in addition to this amount of shares.
3
<PAGE>
VII. Target Grants
-------------
Individual grants will be based upon actual and/or potential performance
factors.
VIII. Recommendation for and Approval of Grants
-----------------------------------------
Grants under the Plan, as well as the size of the grant made to selected
participants, will be determined by senior management of Heller and will be
recommended to the Chief Executive Officer. Individual grants made to the
Policy Committee members (Tier I), as well as aggregate grants made to Senior
Management Committee members (Tier II) will be approved by the Committee. All
other grants will be approved by the Chief Executive Officer. Grants to the
Chief Executive Officer will be determined and approved by the Committee.
IX. Unused Shares
-------------
Shares not granted at the beginning of the performance period can be granted at
any time during the period with the approval of the Chief Executive Officer or
the Committee, as appropriate. Any share forfeited during the period will be
returned to the pool and are available for grants during the period. Any shares
unused at the end of the performance period will be returned to the company.
X. Distributions of Awards
-----------------------
Awards will be distributed as soon as practical after the end of the performance
period. Payments will be 100% in cash. Voluntary elections are possible at the
participant's election. Elections will be made in the third year of the plan
period.
XI. Administration
--------------
The Committee may delegate any or all aspect of the administration of the Plan.
The Plan will be administered as provided in the Appendix to this document.
4
<PAGE>
Administrative Provisions
-------------------------
I. Administration of the Plan
--------------------------
The Plan shall be administered by a the Compensation Committee to the Board
of Directors (the "Committee") or its designee. The Committee shall have
the authority to approve eligibility to participate in the Plan, to
establish the terms and conditions under which the awards become payable,
and to adopt such rules and regulations and make all other determinations
deemed necessary or desirable for the implementation and administration of
the Plan.
II. Termination of Employment
-------------------------
In the event that a Plan Participant should cease to be an active employee
of Heller before the end of the performance period, no incentive
compensation will be deemed to be earned by the Plan Participant for such
period. A Plan Participant must be an active employee of Heller at end of
the performance period (December 31, 1999) to be eligible for incentive
compensation under the Plan.
Notwithstanding the above, any Plan Participant who becomes permanently
disabled during a performance period will be fully vested in his/her grant
of shares and will receive all unpaid incentive compensation generated,
with such shares being valued at the end of the performance period as
prescribed in the Plan document and paid at the end of the plan period, at
the time that awards are distributed to all other Plan participants.
Notwithstanding the above, any Plan Participant who retires during a plan
year will be fully vested in his/her grant of shares and will receive all
unpaid incentive compensation generated, with such shares being valued at
the end of the performance period as prescribed in the Plan document and
paid at the end of the plan period, at the time that awards are distributed
to all other Plan participants.
5
<PAGE>
Notwithstanding the above, any Plan Participant who terminates by reason
of death will be fully vested in his/her grant of shares and will receive
all unpaid incentive compensation generated, with such shares being valued
at the end of the performance period as prescribed in the Plan document
and paid at the end of the plan period, at the time that awards are
distributed to all other Plan participants.
III. Plan Termination
----------------
This Plan is effective for the calendar years 1997 through 1999 and is
subject to change by the Committee or its designees. While Heller will
attempt to make Plan changes and communicate those changes to Plan
Participants at the beginning of the performance period, the Committee and
its designees have the authority to make Plan changes any time during the
year.
Heller reserves the right to amend the Plan at any time and to alter,
reduce or eliminate any benefit under the Plan (in whole or in part) at
any time, or to terminate the Plan at any time, as to any class or classes
of covered employees, and beneficiaries, all without notice.
Notwithstanding the foregoing, any such amendment or termination of the
Plan shall not reduce the amount of incentive compensation earned by a
Plan Participant before the effective date of such amendment or
termination.
Plan Participants will be notified of an amendment or termination of the
Plan within a reasonable time.
IV. Withholding and Benefits
------------------------
Heller will withhold from any amounts payable under this Plan all federal,
state, city and local taxes as shall be legally required as well as any
other amounts authorized or required by employer policy including, but not
limited to, withholding for garnishments and judgments or other court
orders.
Except as otherwise required by law, incentive compensation under this
Plan shall not be included or considered determining any benefits under
any pension, retirement, profit sharing, group insurance or other benefit
plan.
6
<PAGE>
V. Employment Rights
-----------------
The Plan does not constitute a contract of employment and participation in
the Plan will not give a Plan Participant the right to be rehired or
retained in the employ of Heller on a full-time, part-time, or any other
basis nor will participation in the Plan give any Plan Participant any
right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.
VI. Company's Decision Final
------------------------
Any interpretation of the Plan and any decisions, calculations and
determinations made by the Committee or its designees on all matters.
VII. Incentive Awards not Distributed to Participants
------------------------------------------------
Any portion of incentive compensation not earned and disbursed at the end
of the performance period will be retained by the Company.
7
<PAGE>
EXHIBIT 10(n)
FIFTH AMENDMENT
TO
HELLER INTERNATIONAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
------------------------------------
WHEREAS, Heller International Corporation ("HIC") has established the
Heller International Corporation Executive Deferred Compensation Plan effective
as of January 1, 1994 (the "Plan") for a select group of its management and
highly compensated employees; and
WHEREAS, Heller Financial, Inc. ("HFI"), Heller Financial Leasing, Inc.
("HFLI"), Heller International Group, Inc. ("HIG") and Heller International
Holdings, Inc. ("HIHI") have adopted the Plan for certain of their respective
management and highly compensated employees in accordance with Section7 of the
Plan; and
WHEREAS, the Plan has previously been amended and HIC has determined that
further amendment thereof is necessary and desirable;
NOW, THEREFORE, in exercise of the power reserved to the Compensation
Committee of the Board of Directors of HIC by Section 8 of the Plan, the Plan is
amended, effective January 1, 1997, in the following particulars:
1. By substituting the following for subsection 2.2(c) of the Plan:
"(c) Deferred amounts will be deferred to the date specified by the
Eligible Employee at the time of his initial Deferral Election
(the "Distribution Date"). Except as provided in subsections
2.2(f), 2.2 (k) or 2.2(1) below, the Distribution Date specified
at the time of the Eligible Employee's initial Deferral Election
is irrevocable and shall apply to all amounts deferred by the
Eligible Employee under the Plan."
2. By adding the following new subsection 2.2(1) to the Plan immediately
following subsection 2.2(k) thereof:
"(l) If a Participant also is a participant in the Heller
International Corporation Real Estate Financial Services Plan
("REFS Plan") for the 1997 calendar year, such Participant may,
in accordance with the provisions of the REFS Plan, elect to
transfer all or a portion of his Deferral Account to the REFS
Plan. All amounts so transferred shall be subject to the terms
and conditions of the REFS Plan (including, but not limited to,
the distribution provisions of the REFS Plan), but in no event
shall such amounts be distributed from the REFS Plan prior to
the date that they would otherwise be distributed under the Plan
had such transfer not occurred."
<PAGE>
3. By adding the following new subsection 2.3(e) to the Plan immediately
following subsection 2.3(d) thereof:
"(e) Subject to the terms and conditions of the REFS Plan, all of
his distribution from a given subaccount under the REFS Plan."
4. By adding the following to the end of the first paragraph of Section
5.1 of the Plan:
"Notwithstanding the foregoing, a Participant who also is a
participant in the REFS Plan (as described in Section 2.2(1)) may make
a one-time election pursuant to the terms of the REFS Plan to transfer
all or a portion of his Deferral Account to the REFS Plan."
* * *
Executed this 21st day of November, 1997.
---- ---------
HELLER INTERNATIONAL CORPORATION
By /s/ D.H. Snider
-----------------------------------
Its Executive Vice President
-----------------------------------
<PAGE>
EXHIBIT 10(u)
FOURTH AMENDMENT TO
-------------------
HELLER FINANCIAL, INC.
----------------------
SAVINGS AND PROFIT SHARING PLAN
-------------------------------
WHEREAS, Heller Financial, Inc. (the "Company") maintains the Heller
Financial, Inc. Savings and Profit Sharing Plan, as amended and restated
effective as of January 1, 1989, (the "Plan") for the benefit of its eligible
employees and the eligible employees of its affiliates that adopt the Plan with
the Company's consent; and
WHEREAS, the Plan has previously been amended and further amendment
thereof now is considered desirable:
NOW, THEREFORE, in exercise of the power reserved to the Company by
Section 11.2 of the Plan and pursuant to the authority granted to the
undersigned officer by resolutions adopted by the Board of Directors of the
Company, the Plan be and hereby is amended, effective as of January 1, 1997, by
substituting the following for the first sentence of Section 4.3 of the Plan:
"Effective for Plan Years beginning on and after January 1, 1997, and for
each Matching Contribution Period occurring during the Plan Year, each
Employer shall contribute an Employer Matching Contribution equal to fifty
percent (50%) (or such greater or lesser percentage determined by the
Committee) of each eligible Participant's Employer Compensation Reduction
Contributions made each pay period during the Matching Contribution Period
up to a maximum of five percent (5%) (or such greater or lesser percentage
as determined by the Committee) of the Participant's Compensation paid each
pay period during such Matching Contribution Period; provided, that:
(a) a Participant shall not be entitled to an Employer Matching
Contribution unless the Participant is employed on the last
day of the Matching Contribution Period.
<PAGE>
(b) any eligible Participant who does not make Employer
Compensation Reduction Contributions of at least five percent
(5%) (or such greater or lesser maximum percentage as determined
by the Committee) during a payroll period because such
Participant has already made Employer Compensation Reduction
Contributions for the Plan Year up to the limit prescribed under
Code Section 402(g) shall receive an Employer Matching
Contribution for that Matching Contribution Period as if such
Participant had made the Employer Compensation Reduction
Contributions already contributed to the Plan for that Plan Year
ratably over the pay periods occurring during the Plan Year; and
(c) no Employer Matching Contributions for any Matching Contribution
Period shall exceed an amount or percentage of Compensation or
Employer Compensation Reduction Contributions which may from time
to time be established by the Committee."
IN WITNESS WHEREOF, the undersigned officer of Heller Financial, Inc.
has caused the foregoing amendment to be executed this 30th day of April, 1997.
HELLER FINANCIAL, INC.
By Kristin M. Zivilik
-------------------------------
Its AVP, Human Reources
----------------------------
Benefits
----------------------------
ATTEST
By_____________________
Its___________________
<PAGE>
EXHIBIT 10(w)
As of December 31, 1997
Mr. Richard J. Almeida
1448 North Lake Shore Drive
Unit 12-1/2 B
Chicago, Illinois 60610
Dear Dick:
The following is a Letter Agreement detailing the terms and conditions of
your employment as Chief Executive Officer and Chairman of the Board of Heller
Financial, Inc. after December 31, 1997, the expiration of the term of your
employment as Chief Executive Officer of Heller International Corporation
("HIC") pursuant to the letter agreement between you and HIC dated February 1,
1996.
LETTER AGREEMENT
----------------
Heller Financial, Inc. (hereinafter sometimes referred to as the "Company" or
"Heller") agrees to employ you as Chairman of its Board of Directors and its
Chief Executive Officer effective as of January 1, 1998, and you agree to accept
such employment under the terms and conditions provided in this Letter
Agreement. In this capacity, you shall have the usual powers and duties vested
in the office of the Chairman of the Board of Directors and Chief Executive
Officer of a corporation of the size, stature, and nature of the Company.
Consistent with and subject to the ultimate authority which reposes in the Board
of Directors of the Company, you will have full authority over and the
responsibility for overall policy making and for the day-to-day operations of
the Company. In addition to the foregoing authorities and responsibilities, you
also may be given additional authority and/or responsibility as deemed
appropriate by the Board of Directors of the Company.
The terms and conditions of your employment are specified below:
1. Subject to the provisions of Paragraph 7 the term of your employment
hereunder (the "Employment Term") shall commence on January 1, 1998 and
terminate on December 31, 1999 provided that unless either you or the
Company shall, on or before June 30, 1999, have given the other written
notice to the contrary your employment hereunder shall be automatically
extended to December 31, 2000. Your base salary for the period from
January 1, 1998 through December 31, 1998 shall be $750,000. Your salary
for periods subsequent to December 31, 1998 shall be reviewed annually and
may be increased by the Company but, except as provided in Paragraph 7 of
this Letter Agreement, your salary will not be reduced below the level
stated in this Paragraph during the Employment Term.
2. Except as may otherwise be approved in advance by the Chairman of the
Executive Committee of the Company (the "CEC") and except for services as
an Outside Director approved in advance by the CEC, during the Employment
Term you will devote your full
<PAGE>
business time, attention and best efforts to the performance of your duties
under this Letter Agreement.
3. Assuming continued employment, you will be a participant in the Company's
Annual Incentive Plan (referred to herein as the "Annual Incentive Plan")
or whatever other incentive plan is established in place of the Annual
Incentive Plan for the calendar years 1998 and 1999 at a target bonus of
60% of salary, and your Annual Incentive Plan bonus from the Annual
Incentive Plan or its successor plan will be no less than $200,000 per year
regardless of the achievement of objectives. In calculating your bonus
under the Annual Incentive Plan unless otherwise agreed by you and the
Company prior to March 4 of any plan year the financial measurements as
determined annually for the Annual Incentive Plan as such measurements are
specified in an annual Side Letter Agreement and applicable to all
participants in the Annual Incentive Plan (which for the 1997 plan year
were, Net Income, Return on Assets, and the Ratio of Non-Earning Assets,
weighted 50%, 10% and 20%, respectively) and two non-financial
measurements, "strategic advancement" and "contribution to Fuji Group" each
as determined by the CEC and each with a 10% weight will be used. The
specific target numbers for the three financial measurements will be the
corresponding numbers established in the Company's budgets for the Annual
Incentive Plan for such years as approved by the Company's Board of
Directors.
4. You have been granted participations in the HFI Long Term Incentive Plan
(the "Long Term Incentive Plan") for the 1996-1998 and 1997-1999 periods
under such Plan (each a "Plan Period") of 4,060 and 4,375 shares,
respectively. Any participations in the Long Term Incentive Plan (or any
successor plan) for the 1998-2000 or subsequent periods will be granted
separately but shall not be at levels such that the projected value of the
benefit thereunder (assuming the targeted performance levels are met) is
less than the projected benefits (on the same assumption) for prior cycles
under the Long Term Incentive Plan (or any successor plan).
The value of each of such shares shall be paid to you or your estate
if you are employed by HFI as of the end of each Plan Period in cash as
promptly as practicable after the determination of HFI's return on equity
for the years ending December 31, 1998 and December 31, 1999, respectively,
and shall be determined as provided in a separate letter agreement between
you and HFI.
Notwithstanding anything to the contrary herein or in the terms of the Long
Term Incentive Plan
(a) You are guaranteed, subject to the terms of (b) and (c) below, a
payment (without duplication) for each year included in each Plan
Period of no less than $150,000.
(b) In the event your employment by the Company terminates prior to
December 31, 1999 because of your death, a resignation by you under
the circumstances contemplated by clause 2 of subparagraph (b) of
Paragraph 7, termination by the Company without "cause" as defined in
subparagraph (c) of Paragraph 7 or permanent disability, payments will
be made as promptly as practicable following the determination of the
Company's return on equity for the year in which (or as of the end of
which) such termination has occurred applying the criteria and
mechanics specified in the separate letter agreement referred to above
to the portion of the relevant Plan Period elapsed through the date of
such termination.
<PAGE>
(c) If your employment is terminated by the Company for "cause" as defined
in subparagraph (c) of Paragraph 7 or if you terminate your employment
with the Company for any reason other than under the circumstances
contemplated by clause 2 of subparagraph (b) of such Paragraph 7 you
will be deemed to have forfeited any rights to receive any
compensation under the Long Term Incentive Plan (other than amounts
due but not yet paid).
5. You will continue so long as you are employed by the Company to be eligible
for the executive perquisites outlined in the Company's policies as in
effect as of the date hereof. Your annual allowance for financial
counseling, tax and financial legal assistance will be $10,000. In
addition, on a one-time basis, your expenses associated with the legal
review of this Letter Agreement will be paid up to $5,000. Costs
including, but not limited to, normal monthly dues and special assessments
relating to your membership in a suitable country club or tennis club of
your choosing will be borne by the Company.
6. You will continue to be covered under all Heller health, welfare, and
pension programs including the "excess IRS" supplemental coverage to which
you are now entitled. You will continue to receive credit for vesting
purposes under the Company's Retirement Plan for your years of service with
Citicorp. You will also receive a supplemental pension under the
"Supplemental Executive Retirement Plan" which, together with the benefits
you are entitled to receive under the Company's retirement plan, provides
you with a benefit equivalent to the amount you would have received under
the Company's retirement plan without regard to the annual retirement
benefit limitations of Sections 401(a)(17) and 415 of the Internal Revenue
Code, as amended from time to time.
7. (a) Your employment will terminate hereunder in the event of your death or
"permanent disability" (as defined below) during the Employment Term.
In the event of such termination, the Company shall pay to you or your
legal representatives (as applicable) all amounts and benefits which
have accrued through the date of such termination but which have not
been paid out (other than payments under the Long Term Incentive
Plan), including, but not limited to, amounts accrued as of the date
of such termination under the Annual Incentive Plan. In the event of a
termination of your employment pursuant to this subparagraph (a) in
the midst of a plan year, payments will be based upon performance for
the entire year, prorated based upon days to the date of termination
(but in no event less than a similarly prorated portion of your
minimum guarantee). Such amounts shall be paid in a lump sum to you or
to your estate or beneficiary (as applicable) within 45 days of the
end of the year of such termination. For purposes of this Letter
Agreement "permanent disability" shall mean a "total disability" (as
such term is defined in the Company's Long-Term Disability Plan) which
total disability shall exist for any continuous period of 180 days.
Termination of your employment hereunder pursuant to this subparagraph
(a) shall be deemed to occur on the date of your death or on a date
specified by the Company in a written notice to you stating that the
Company has determined (pursuant to the terms of the Company's Long-
Term Disability Plan) that you have become permanently disabled.
(b) Your employment may be terminated at any time by either you or the
Company, upon a date specified in a written notice of such termination
given to the other. If (1) your employment is terminated by the
Company at its election for any reason other than for "cause", as
defined in subparagraph (c) below, or (2) your employment is
terminated by you at your election either (A) because there has been a
significant diminution of your assigned duties and responsibilities
including,
<PAGE>
without limitation, any removal of your titles as either Chairman of
the Board or Chief Executive Officer or any material diminution of the
powers associated with either of such positions or (B) within 180 days
after any date upon which The Fuji Bank Limited and its subsidiaries
shall cease to own at least fifty percent voting control of the
Company provided that in the case of a termination by you pursuant to
subclause (A) of this clause (2) you have delivered written notice to
the Company specifying the diminution in your assigned duties which
you believe justifies such termination and the Company shall have
failed to reverse the same or to take all reasonable steps to that end
within 30 days of its receipt of such notice, then the Company will
pay you severance benefits consisting of all of the following:
(i) Amounts equal to your salary in effect at the time of your
termination through the date twenty-four months from the date
of such termination at the same times and in the same manner as
your salary was paid during your employment (including the
right to defer such amounts under any deferred compensation
program covering you) or, at your election in a single lump
sum.
(ii) For the year in which your employment is terminated, you will
receive an Annual Incentive Plan bonus at the applicable target
bonus level for the full year in which such termination occurs.
Such bonus shall be paid in a lump sum within 45 days of the
end of the year of such termination. If termination occurs on
or prior to December 31 of any year, you will not be eligible
for an Annual Incentive Plan bonus for any subsequent year.
(iii) You will continue to be covered for all allowable health and
welfare benefits through the date twenty-four months from the
date of such termination and you will receive a lump sum
payment equivalent to the present value (as reasonably
determined by the Company) of the additional benefit which you
would have accrued under the Company's retirement plans had you
continued to receive benefits thereunder from the date of
termination through the last day of the benefit continuation
period described in this clause (iii).
(c) For purposes of this Letter Agreement, termination of your employment
by the Company shall be deemed to have been for "cause" only
(i) if such termination shall have been the result of fraud or
criminal conduct on your part which is materially injurious to
the financial condition or business reputation of the Company or
any of its subsidiaries or affiliates; or
(ii) if there has been a material and willful breach on your part of
your responsibilities or a willful failure to comply with
reasonable directives or policies of the Company's Board of
Directors; but, in each case, only if you shall have received
written notice from the Company specifying the breach or failure
to comply complained of, demanding that you remedy such breach
or failure to comply and affording you an opportunity to be
heard in connection therewith, and you either shall have failed
to remedy such alleged breach or failed to comply within 30 days
from your receipt of such written notice or shall have failed to
take all reasonable steps to that end during such 30-day period
and thereafter.
<PAGE>
(d) (1) If your employment is terminated "for cause" as defined in
subparagraph (c) above, you will immediately be deemed to have
forfeited the right to receive any payment or benefits not paid prior
to the date of such termination (other than accrued and unpaid salary
and any prior year's Annual Incentive Plan bonus earned but not yet
paid) and coverage (including, without limitation, future accrual of
service credit) under all pension and other benefit plans and all
perquisites shall cease immediately.
(2) If you terminate your employment hereunder for any reason other
than under the circumstances specified in clause 2 of subparagraph
(b), (A) you will immediately be deemed to have forfeited: (i) the
right to receive any payment under (x) the Annual Incentive Plan
(other than amounts accrued but not yet paid) and (y) any long term
incentive plan in which you participate at the time (other than any
amounts due in accordance with the terms of such plan but not yet
paid), in each case as in effect at the date of any such termination;
and (ii) salary under Paragraph 1 above and perquisites under
Paragraph 5 above for any periods subsequent to the date of such
termination; and (B) coverage (including, without limitation, future
accrual of service credit) under all pension and other benefit plans
shall cease immediately.
(e) Notwithstanding any other term of this Agreement to the contrary, upon
termination of your employment for any reason, (a) you shall in all
events receive, when such amounts would otherwise be then due and
owning, (i) all amounts accrued under the Executive Deferral
Compensation Plan, (ii) all statutory rights to receive or purchase
welfare benefits, (iii) reimbursement for unreimbursed expenses in
accordance with the policies of the Company in effect as of the date
of such termination, (iv) accrued vacation pay, (v) earned pension
benefits in accordance with the applicable terms of the governing
plans, and (vi) all vested monies in 401(k) or other defined
contribution plans in accordance with the applicable terms of the
governing plans; and (b) to the extent applicable law or the general
terms of any defined contribution or benefit plan prohibits the
provision of any benefit, the Company's obligation to provide such
benefit shall cease.
(f) In the event of a termination of your employment for any reason
payments to you or your estate under the Long Term Incentive Plan will
be determined and made in accordance with the provisions of Paragraph
4.
8. With respect to any dispute or controversy arising under or in connection
with this Letter Agreement, the parties agree that any such dispute shall
be submitted to and determined by arbitration in Chicago, Illinois, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and the parties agree to be bound by the decision
in any such arbitration proceeding.
9. Except as specifically provided in Paragraphs 3 and 4 above, the terms of
any of Heller's benefit plans and incentive plans referred to in this
Letter Agreement may be changed by the Board of Directors or any of its
committees and such changes shall not be deemed to be a breach of this
Letter Agreement, except that (i) no such change shall adversely affect any
benefit accrued by you at or prior to the date of such change and (ii) no
such change shall reduce your health, welfare or pension benefits, unless
such changes are applicable to all the Company's employees.
<PAGE>
10. The validity, interpretation, construction and performance of this Letter
Agreement shall be governed by the laws of the State of Illinois.
If you are in accord with the foregoing, please so indicate by
countersigning and returning the enclosed copy of this letter.
Very truly yours,
HELLER FINANCIAL, INC.
By: /s/ A. Takano
--------------------------
Atsushi Takano
Agreed:
/s/ R. J. Almeida
- ---------------------------
Richard J. Almeida
<PAGE>
Exhibit 10(x)
As of December 31, 1997
Mr. Frederick E. Wolfert
134 Darroch Road
Delmar, New York 12054
Dear Rick:
The following is a Letter Agreement detailing the terms and conditions of
your employment as President and Chief Operating Officer of Heller Financial,
Inc. commencing December 31, 1997, pursuant to my earlier letter of
understanding dated December 3, 1997.
LETTER AGREEMENT
----------------
Heller Financial, Inc. (hereinafter sometimes referred to as the "Company" or
"Heller") agrees to employ you as President and Chief Operating Officer
effective as of January 1, 1998, and you agree to accept such employment under
the terms and conditions provided in this Letter Agreement. In this capacity,
you shall have the usual powers and duties vested in the office of the President
and Chief Operating Officer of a corporation of the size, stature, and nature of
the Company. Consistent with and subject to the authority of the Chief
Executive Officer, and further, to the ultimate authority which reposes in the
Board of Directors of the Company, you will have full authority over and the
responsibility for overall policy making and for the day-to-day operations of
the Company. In addition to the foregoing authorities and responsibilities, you
also may be given additional authority and/or responsibility as deemed
appropriate by the Chief Executive Officer or the Board of Directors of the
Company.
The terms and conditions of your employment are specified below:
1. Except as may otherwise be approved in advance by the Chief Executive
Officer of the Company (the "CEO"), you will devote your full business
time, attention and best efforts to the performance of your duties under
this Letter Agreement.
2. Subject to the provisions of Paragraph 12, the term of your employment
hereunder (the "Employment Term"), shall commence on December 31, 1997 and
terminate on December 31, 1999. Your base salary for the period from
January 1, 1998 through December 31, 1999 shall be $400,000 per year. Your
salary for periods subsequent to December 31, 1999 shall be reviewed
annually and may be increased by the Company but, except as provided in
Paragraph 12 of this Letter Agreement, your salary will not be reduced
below the level stated in this Paragraph during the Employment Term.
3. As compensation for forfeiture of your 1997 bonus from Key Corp., you have
been granted a sign-on bonus in the amount of $175,000, less applicable
payroll taxes. This sign-on bonus shall be forfeited by you and must be
returned to Heller within five business days of the effective date of your
voluntary resignation or discharge for cause if either such event shall
become effective no later than six months from your first day of employment
with Heller.
<PAGE>
4. You will continue so long as you are employed by the Company to be eligible
for the executive perquisites outlined in the Company's policies. Your
annual allowance for financial counseling will be $5,000 in 1998 and $4,000
annually thereafter. You are also entitled to a $2,000 annual allowance
for tax and financial legal assistance. Costs including, but not limited
to, normal monthly dues and special assessments relating to your membership
in a suitable lunch club and country club or tennis club of your choosing
will be borne by the Company.
5. You will be covered under all Heller health, welfare, and pension programs
including health, dental, short and long-term disability, life insurance, a
retirement plan, a salary savings plan, and the "excess IRS" supplemental
coverage under the "Supplemental Executive Retirement Plan" which, together
with the benefits you are entitled to receive under the Company's
retirement plan, provides you with a benefit equivalent to the amount you
would have received under the Company's retirement plan without regard to
the annual retirement benefit limitations of Sections 401(a)(17) and 415 of
the Internal Revenue Code, as amended from time to time.
6. You are eligible for benefits under the Company's relocation policy,
including a relocation allowance of $32,000, which shall be included in
your first paycheck and is intended to cover items not directly
reimbursable under the relocation policy, including tax liability
associated with your relocation. You are entitled to such other benefits
as are identified in the Company's relocation policy.
7. You are entitled to an additional payment of up to $50,000, if as a result
of your relocation, you experience a loss of equity upon the sale of your
Delmar, New York residence. Request for such payment shall be accompanied
with written documentation of the loss of equity, and such documentation
shall be in the form of the executed agreement for your purchase of the
Delmar, New York residence, and the executed agreement for your sale of the
same residence. In order to claim such payment, such documentation must be
provided to the Executive Vice President-Human Resources before December
31, 1998.
8. Assuming continued employment, you will be a participant in the Annual
Incentive Plan (referred to herein as the "Annual Incentive Plan") or
whatever other incentive plan is established in place of the Annual
Incentive Plan for the calendar years 1998 and 1999 at a target bonus of
55% of salary. In calculating your bonus under the Annual Incentive Plan,
unless otherwise agreed to by you and the Company prior to March 4 of any
plan year, the financial measurements as determined annually for the
Company's Annual Incentive Plan as such measurements are specified in an
annual Side Letter Agreement and applicable to all participants in the
Annual Incentive Plan (which for the 1997 plan year were Net Income, Return
on Assets, and the Ratio of Non-Earning Assets, weighted 50%, 10% and 20%,
respectively); and certain nonfinancial measurements, as determined by the
CEO with a 20% weight, will be used for the year 1998. The specific target
numbers for the three financial measurements will be the corresponding
numbers established in the Company's budget for the Annual Incentive Plan
for such years as approved by the Company's Board of Directors.
9. As compensation for forfeiture of your unvested options at Key Corp., you
have been granted participation in the Heller 1996-1998 and 1997-1999 Long
Term Compensation Plans, with 1,600 and 5,400 shares in each Plan
respectively. In the event that Heller terminates your employment or does
not renew the term of your employment beyond December 31, 1999, these
shares shall be deemed fully vested at the greater of Plan value or
$700,000.
<PAGE>
10. In addition, and independent from the participation granted in Paragraph 9,
you have been granted participation in the HFI Long Term Incentive Plan
(the "Long Term Incentive Plan") for the 1998-2000 period, and your
participation shall be governed by the terms thereof. 2,600 shares have
been granted to you under this Plan. Any participation in the Long Term
Incentive Plan (or any successor plan) for subsequent periods will be
granted separately but shall not be at a level such that the projected
value of such benefit is less than the projected benefit for the 1998-2000
cycle.
The value of each of such shares shall be paid to you or your estate if you
are employed as of the end of each Plan Period in cash as promptly as
practicable after the determination of HFI's return on equity for the year
ending December 31, 2000, and shall be determined as provided in a separate
letter agreement between you and HFI.
11. You have been granted participation in Heller's Executive Deferred
Compensation Plan. The terms of your participation shall be dictated by
the terms of such plan.
12. (a) Your employment will terminate hereunder in the event of your
death or "permanent disability" (as defined below) during the
Employment Term. In the event of such termination, the Company shall
pay to you or your legal representatives (as applicable) all amounts
and benefits which have accrued through the date of such termination
but which have not been paid out (other than payments under the Long
Term Incentive Plan), including, but not limited to, amounts accrued
as of the date of such termination under the Annual Incentive Plan.
In the event of a termination of your employment pursuant to this
subparagraph (a) in the midst of a plan year, payments will be based
upon performance for the entire year, prorated based upon days to the
date of termination. Such amounts shall be paid in a lump sum to you
or to your estate or beneficiary (as applicable) within 45 days of the
end of the year of such termination. For purposes of this Letter
Agreement "permanent disability" shall mean a "total disability" (as
such term is defined in the Company's Long-Term Disability Plan) which
total disability shall exist for any continuous period of 180 days.
Termination of your employment hereunder pursuant to this subparagraph
(a) shall be deemed to occur on the date of your death or on a date
specified by the Company in a written notice to you stating that the
Company has determined (pursuant to the terms of the Long-Term
Disability Plan) that you have become permanently disabled.
(b) Your employment may be terminated at any time by either you or the
Company, upon a date specified in a written notice of such termination
given to the other. If (1) your employment is terminated by the
Company at its election for any reason other than for "cause", as
defined in subparagraph (c) below, or (2) your employment is
terminated by you at your election because there has been a
significant diminution of your assigned duties and responsibilities
including, without limitation, any removal of your titles as either
President or Chief Operating Officer or any material diminution of the
powers associated with either of such positions or (B) after any date
upon which the Fuji Bank Limited and its subsidiaries shall cease to
own at least fifty percent voting control of the Company provided that
in the case of a termination by you pursuant to subclause (A) of this
clause (2) you have delivered written notice to the Company specifying
the diminution in your assigned duties which you believe justifies
such termination and the Company shall have failed to reverse the same
or to take all reasonable steps to
<PAGE>
that end within 30 days of its receipt of such notice, then the
Company will pay you severance benefits consisting of all of the
following:
(i) Amounts equal to your salary in effect at the time of your
termination through the later of (x) December 31, 2000 or (y)
the date eighteen months from the date of such termination at
the same time and in the same manner as your salary was paid
during your employment (including the right to defer such
amounts under any deferred compensation program covering you)
or, at your election, in a single lump sum.
(ii) For the year in which your employment is terminated, you will
receive an Annual Incentive Plan bonus at the applicable target
bonus level for the full year in which such termination occurs.
Such bonus shall be paid in a lump sum within 45 days of the end
of the year of such termination. If termination occurs on or
prior to December 31 of any year, you will not be eligible for
an Annual Incentive Plan bonus for any subsequent year.
(iii) You will continue to be covered for all allowable health and
welfare benefits through the later of (x) December 31, 2000 or
(y) the date eighteen months from the date of such termination
and you will receive a lump sum payment equivalent to the
present value (as reasonably determined by the Company) of the
additional benefit which you would have accrued under the
Company's retirement plans had you continued to receive benefits
thereunder from the date of termination through the last day of
the benefit continuation period described in this clause (iii).
(iv) For purposes of the determination of unit values per share,
average annual returns on equity under the Long Term Incentive
Plan shall be computed through the end of the year in which such
termination occurs. You shall be paid, as promptly as
practicable after determination of the values per share for the
portion of the applicable Plan Period ending on the last day of
which such termination occurs, an amount equal to the product of
(i) the value of such shares and (ii) a fraction, the numerator
of which is equal to the number of years in the applicable Long
Term Incentive Plan period elapsed through the last day of the
year in which such termination occurs and the denominator of
which is 3.
(c) For purposes of this Letter Agreement, termination of your employment
by the Company shall be deemed to have been for "cause" only
(i) if such termination shall have been the result of fraud or
criminal conduct on your part which is materially injurious to
the financial condition or business reputation of the Company or
any of its subsidiaries or affiliates; or
(ii) if there has been a material and willful breach on your part of
your responsibilities or a willful failure to comply with
reasonable directives or policies of the CEO or the Company's
Board of Directors; but, in each case, only if you shall have
received written notice from the Company specifying the breach
or failure to comply complained of, demanding that you remedy
such breach or failure to comply and affording you an
opportunity to be heard in connection therewith, and you either
shall have failed to remedy such alleged breach or failed to
comply within 30 days from your receipt of
<PAGE>
such written notice or shall have failed to take all reasonable
steps to that end during such 30-day period and thereafter.
(d) (1) If your employment is terminated "for cause" as defined in
subparagraph (c) above, you will immediately be deemed to have
forfeited the right to receive any payment or benefits not paid prior
to the date of such termination (other than accrued and unpaid salary
and any prior year's Annual Incentive Plan bonus earned but not yet
paid) and coverage (including, without limitation, future accrual of
service credit) under all pension and other benefit plans and all
perquisites shall cease immediately.
(2) If you terminate your employment hereunder for any reason other
than that specified in clause 2 of subparagraph (b), you will
immediately be deemed to have forfeited: (i) the right to receive any
payment under (A) the Annual Incentive Plan (other than amounts due
but not yet paid for prior year's performance) and (B) any long term
incentive plan in which you participate at the time (other than
amounts due in accordance with the terms of such plan but not yet
paid), in each case as in effect at the date of any such termination;
and (ii) salary under Paragraph 1 above and perquisites under
Paragraph 5 above for any periods subsequent to the date of such
termination; and (iii) coverage (including, without limitation, future
accrual of service credit) under all pension and other benefit plans
shall cease immediately.
(e) Notwithstanding any other term of this Agreement to the contrary, upon
termination of your employment for any reason, (a) you shall in all
events receive, when such amounts would otherwise be then due and
owing, (i) all amounts accrued under the Executive Deferred
Compensation Plan, (ii) all statutory rights to receive or purchase
welfare benefits, (iii) reimbursement for unreimbursed expenses in
accordance with the policies of the Company in effect as of the date
of such termination, (iv) accrued vacation pay, (v) earned pension
benefits in accordance with the applicable terms of the governing
plans, and (vi) all vested monies in 401(k) or other defined
contribution plans in accordance with the applicable terms of the
governing plans; and (b) to the extent applicable law or the general
terms of any defined contribution or benefit plan prohibits the
provision of any benefit, the Company's obligation to provide such
benefit shall cease.
(f) In the event of a termination of your employment for any reason,
payments to you or your estate under the Long Term Incentive Plan will
be determined and made in accordance with the provisions of Paragraph
10.
13. With respect to any dispute or controversy arising under or in connection
with this Letter Agreement, the parties agree that any such dispute shall
be submitted to and determined by arbitration in Chicago, Illinois, in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and the parties agree to be bound by the decision
in any such arbitration proceeding.
14. Except as specifically provided in Paragraphs 3, 7 and 9 above, the terms
of any of Heller's benefit plans and incentive plans referred to in this
Letter Agreement may be changed by the Board of Directors or any of its
committees and such changes shall not be deemed to be a breach of this
Letter Agreement, except that (i) no such change shall adversely affect any
benefit accrued by you at or prior to the date of such change and (ii) no
such change shall reduce your health, welfare or pension benefits, unless
such changes are applicable to all the Company's employees.
<PAGE>
15. The validity, interpretation, construction and performance of this Letter
Agreement shall be governed by the laws of the State of Illinois.
If you are in accord with the foregoing, please so indicate by
countersigning and returning the enclosed copy of this letter.
Very truly yours,
HELLER FINANCIAL, INC.
By: /s/ R. J. Almeida
---------------------------------------
Richard J. Almeida
Agreed:
/s/ F. Wolfert
- ------------------------------
Frederick E. Wolfert
<PAGE>
EXHIBIT 10(y)
The security represented hereby has not been registered under the
Securities Act of 1933, as amended (the "Act"), and may not be sold or
transferred in the absence of an effective registration statement under the
Act or an exemption from registration thereunder.
NON-NEGOTIABLE
SUBORDINATED UNSECURED PROMISSORY NOTE
Original Principal Amount: $450,000,000 February 24, 1998
Chicago, Illinois
HELLER FINANCIAL, INC., a Delaware corporation ("Heller"), hereby promises
to pay to the order of Fuji America Holdings, Inc., a Delaware corporation
(including any successor or assignee, the "Holder"), the principal amount of
Four Hundred Fifty Million and No/100 Dollars ($450,000,000), together with
interest thereon calculated from the date hereof as hereinafter provided.
The entire principal amount of this Subordinated Unsecured Promissory Note
(this "Note") shall be due and payable in full on February 24, 2004.
Notwithstanding the foregoing, the entire principal amount of this Note, or any
portion thereof, may be voluntarily prepaid by Heller, without premium or
penalty, at any time, provided that each such prepayment is accompanied by
accrued interest on the amount of principal prepaid to the date of such
prepayment. Any partial prepayments shall be applied to installments of
principal in the inverse order of maturity.
Interest (computed on the basis of a three hundred sixty (360) day year of
twelve (12) thirty (30) day months) shall accrue on the outstanding principal
balance of this Note outstanding from time to time at a rate per annum equal on
any day to the rate announced by the British Bankers Association as three-month
LIBOR on the last Interest Payment Date (as defined below) preceding such day
plus 0.50%. Accrued interest shall be paid in cash to the Holder on the last
business day of each February, May, August and November of each year, commencing
May 30, 1998 (each, an "Interest Payment Date"), and, to the extent previously
unpaid, at maturity (or, if applicable, on the date of the voluntary prepayment
of the entire outstanding principal balance of this Note).
The indebtedness evidenced by this Note, including accrued interest
thereon, shall be subordinate and junior in right of payment to all Senior Debt
(as hereinafter defined) of Heller at any time outstanding to the extent and in
the manner set forth as follows:
(1) in the event of any insolvency or bankruptcy proceedings, and any
receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to Heller or its property, or in the
event of any proceedings for voluntary liquidation, dissolution or
other winding up of Heller (other than in connection with a merger,
consolidation or amalgamation), whether or not involving insolvency or
bankruptcy, then the
<PAGE>
holders of Senior Debt shall be entitled to receive payment in full of
all principal of, premium, interest and other amounts due, if any, on
all Senior Debt before the Holder of this Note is entitled to receive
any payment on account of principal or interest, if any, due on this
Note; and
(2) if Heller shall default in the payment when due of any principal or
interest on this Note under circumstances when the provisions of the
foregoing clause (1) shall not be applicable, the Holder shall be
entitled to payment thereof only after there shall first have been
paid in full, on the Senior Debt outstanding at the time the defaulted
payment under this Note first so became due and payable, all principal
of, premium, interest and other amounts, if any, becoming due and
payable, by acceleration or otherwise, on such Senior Debt within one
year after such defaulted payment under this Note first so became due
and payable.
No present or future holder of Senior Debt shall be prejudiced in its right
to enforce subordination of this Note by any act or failure to act on the part
of Heller. The subordination provisions of this Note are solely for the purpose
of defining the relative rights of the holders of Senior Debt on the one hand
and the Holder of this Note on the other hand, and nothing herein shall impair,
as between Heller and the Holder of this Note, the obligation of Heller, which
is unconditional and absolute, to pay to the Holder the principal and interest,
if any, hereon in accordance with its terms, nor shall anything herein prevent
the Holder from exercising all remedies otherwise permitted by applicable law or
hereunder upon default hereunder, subject to the rights, if any, as set forth in
this Note, of holders of Senior Debt to receive cash, property or securities
otherwise payable or deliverable to the Holder.
For purposes of this Note, (1) "Senior Debt" shall mean Debt (as
hereinafter defined) of Heller which is not by its terms made subordinate or
junior in right of payment with respect to the general assets of Heller to any
other Debt of Heller and (2) "Debt" shall mean all liabilities, whether issued
or assumed, of Heller in respect of (a) money borrowed by Heller or evidenced by
note, debenture or other like written obligation of Heller to pay money and (b)
all guarantees (x) in respect of money borrowed by third persons or (y) in
respect of obligations of third persons evidenced by note, debenture or other
like written obligation of such third persons to pay money.
Heller hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement of this Note, and assents to extensions of the time of payment,
forbearance or other indulgence without notice.
[signature page follows]
<PAGE>
This Note shall be governed by the laws of the State of Illinois without
regard to its principles of conflicts of laws. This Note is executed and
delivered at Chicago, Illinois, by Heller's duly authorized officer, on the day
and year above stated.
HELLER FINANCIAL, INC.
By: /s/ Lauralee E. Martin
--------------------------------
Name: Lauralee E. Martin
------------------------------
Title: Executive Vice President
------------------------------
<PAGE>
EXHIBIT (12)
HELLER FINANCIAL, INC.
COMPUTATION OF RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(DOLLAR AMOUNTS IN
MILLIONS)
<S> <C> <C> <C> <C> <C>
Net income before income taxes and minority
interest....................................... $233 $183 $181 $174 $133
---- ---- ---- ---- ----
Add-Fixed charges
Interest and debt expense..................... 516 452 464 336 264
One-third of rentals.......................... 8 7 7 6 5
---- ---- ---- ---- ----
Total fixed charges......................... 524 459 471 342 269
---- ---- ---- ---- ----
Net income as adjusted.......................... 757 642 652 516 402
---- ---- ---- ---- ----
Ratio of earnings to fixed charges.............. 1.44x 1.40x 1.38x 1.51x 1.49x
==== ==== ==== ==== ====
Preferred stock dividends on a pre-tax basis.... $ 21 $ 13 $ 14 $ 14 $ 11
Total combined fixed charges and preferred
stock dividends............................ 545 472 485 356 280
---- ---- ---- ---- ----
Ratio of earnings to combined fixed charges and
preferred stock dividends...................... 1.39x 1.36x 1.34x 1.45x 1.44x
==== ==== ==== ==== ====
</TABLE>
For purposes of computing the ratio of earnings to combined fixed charges
and preferred stock dividends, "earnings" includes income before income taxes,
minority interest and fixed charges. "Combined fixed charges and preferred
stock dividends" includes interest on all indebtedness, one third of annual
rentals (approximate portion representing interest) and preferred stock
dividends on a pre-tax basis.
103
<PAGE>
EXHIBIT (21)
SUBSIDIARIES OF THE REGISTRANT
AS OF FEBRUARY 25, 1998
<TABLE>
<CAPTION>
JURISDICTION IN
SUBSIDIARY WHICH INCORPORATED
- ---------- ------------------
<S> <C>
AmerSig Graphics, Inc........................................ Delaware
AmerSig Southwest, Inc..................................... Delaware
AS Mid-America, Inc........................................ Delaware
AS Memphis, Inc............................................ Delaware
AmerSig Southeast, Inc..................................... Delaware
AmerSig Technology, Inc.................................... Delaware
AS ASTEC, Inc.............................................. Delaware
CHB Holdings, Inc............................................ Delaware
D.I.B., L.L.C. .............................................. Delaware
DIB, Inc. ................................................. Delaware
Fine's, Inc. ................................................ Delaware
First Cove Investors, Inc.................................... Delaware
F.O. Building Corp........................................... Delaware
GlobaLease, Inc.............................................. Delaware
Heller-ABB1, Inc............................................. Delaware
Heller-Advisory Corporation.................................. Delaware
Heller Investmenti S.r.l. ................................. Italy
Heller Affordable Housing, Inc............................... Delaware
Heller Air I, Inc............................................ Delaware
Heller Air IV, Ltd........................................... Bermuda
Heller Capital Management, Inc............................... Delaware
Brand B Investments L.L.C. ................................ Delaware
Brazil Investment, L.L.C. ................................. Delaware
Heller do Brasil - Participants S/C, Ltda. .............. Brazil
Heller Capital Advisers, Inc............................... Delaware
Heller Current Asset Management, Inc. ....................... Delaware
Heller Delaware Holdings, Inc. .............................. Delaware
Heller Capital Markets Group, Inc. .......................... Delaware
Heller Equity Capital Corporation............................ Delaware
Amspec, L.P................................................ Delaware
Heller Investments, Inc. .................................. Delaware
H.E. Two Corporation....................................... Delaware
H.E. One Corporation..................................... Delaware
TWC Holding Corp. ......................................... Delaware
WC Acquisition Crop. .................................... Minnesota
Kroy Holding Company....................................... Delaware
Heller Financial Capital Funding, Inc. ...................... Delaware
Heller Financial Commercial Mortgage Asset Corp. ............ Delaware
Heller Financial Leasing, Inc................................ Delaware
NCM, L.P................................................... Delaware
Carlos Murphy's, Inc..................................... Delaware
Heller Financial Real Estate Services, Inc. ................. Delaware
Heller First Capital Corp.................................... Delaware
Heller Funding Corporation................................... Delaware
Heller IKT Holding Co. ...................................... Delaware
International King's Table, Inc. .......................... Oregon
</TABLE>
104
<PAGE>
<TABLE>
<CAPTION>
JURISDICTION IN
SUBSIDIARY WHICH INCORPORATED
- ---------- ------------------
<S> <C>
Heller International Group,
Inc............................ Delaware
Heller de Mexico, S.A. de C.V.
............................. Delaware
Heller International Holdings,
Inc.......................... Delaware
HIG Asia Pacific Management
Pte Ltd.................... Singapore
Heller Asia Capital......... Singapore
Heller De Chile, S.A........ Chile
Heller do Brasil-
Participacoes S/C, Ltda.... Brazil
Heller Europe Limited....... United Kingdom
Heller Financial Services
Limited.................... Australia
S.H. Lock Acceptances
Limited.................. Australia
Heller Equipment Finance,
Limited.................. Australia
Heller Commercial Services
Pty. Limited............. Australia
Heller Financial Services
Superannuation Pty.
Limited.................. Australia
Heller Research Pty.
Limited.................. Australia
Heller Holding France,
S.A........................ France
Factofrance Heller, S.A... France
Cofacredit.............. France
Heller Thai Holding Company
Limited.................... Thailand
Heller SGPS, Lda............ Portugal
Heller Interstate Properties,
Inc. .......................... Delaware
Heller Latin America Holdings,
Inc............................ Delaware
Heller Financial (Mexico),
S.A. de C.V.................. Mexico
Aurum-Heller Operacion, S.A.
de C.V....................... Mexico
Heller NFP, Inc................. Illinois
Heller Orland Park, Inc......... Delaware
Heller Premium Finance of
California, Inc. .............. California
Heller Public Finance, L.L.C.
............................... Delaware
Heller Real Estate Holdings,
Inc............................ Delaware
Heller Small Business Lending
Corp........................... Delaware
Heller Trade Receivables
Holding, Inc................... Delaware
Lorch/Wedlo Financial, Inc. .... Delaware
National Acceptance Company of
America........................ Delaware
NCMR, Inc....................... Delaware
Famous Restaurants, Inc....... Delaware
NFMR, Inc....................... Delaware
Realty Holdings Co., Inc........ Delaware
Electronic Real Estate
Holdings, Inc................ Delaware
SRHL, Inc. ..................... Delaware
Tallahassee Building Corp. ..... Delaware
</TABLE>
The names of all other subsidiaries of the Company are omitted because such
unnamed subsidiaries, considered in the aggregate as a single subsidiary, would
not constitute a significant subsidiary.
105
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Heller Financial, Inc.
As independent public accountants, we hereby consent to the incorporation 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
this Form 10-K at page 48, into the Company's previously filed Registration
Statement on Form S-3 Nos. 33-62479 and 333-38545.
/s/ Arthur Andersen LLP
Chicago, Illinois
February 24, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
------------------
/s/ RICHARD J. ALMEIDA
------------------
Richard J. Almeida
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
TSUTOMU HAYANO
--------------
Tsutomu Hayano
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
MARK KESSEL
-----------
Mark Kessel
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
MICHAEL J. LITWIN
-----------------
Michael J. Litwin
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
DENNIS P. LOCKHART
------------------
Dennis P. Lockhart
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
HIDEO NAKAJIMA
--------------
Hideo Nakajima
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
OSAMU OGURA
-----------
Osamu Ogura
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 29, 1998
----------------
MASAHIRO SAWADA
---------------
Masahiro Sawada
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
TAKESHI TAKAHASHI
-----------------
Takeshi Takahashi
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
ATSUSHI TAKANO
--------------
Atsushi Takano
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: January 30, 1998
----------------
KENICHIRO TANAKA
----------------
Kenichiro Tanaka
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned director of HELLER FINANCIAL, INC., a Delaware corporation
(the "Company"), hereby constitutes and appoints either of DEBRA H. SNIDER or
MARK J. OHRINGER, with full power to act alone, his true and lawful attorney-in-
fact and agent in the name and on behalf of the undersigned, to sign the name of
the undersigned to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, to be filed with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended, and to any and all
amendments thereto or to any other instrument or document filed as a part of or
in connection with such Annual Report on Form 10-K or any amendment thereto.
Dated: February 2, 1998
----------------
KENICHI TOMITA
--------------
Kenichi Tomita
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND> This schedule contains summary financial information extracted from
the Heller Financial, Inc. annual report Form 10-K for the period ended December
31, 1997 pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<INT-BEARING-DEPOSITS> 821
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 326
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 10,722
<ALLOWANCE> (261)
<TOTAL-ASSETS> 12,861
<DEPOSITS> 0
<SHORT-TERM> 3,432
<LIABILITIES-OTHER> 1,660
<LONG-TERM> 6,004
<COMMON> 685
0
275
<OTHER-SE> 718
<TOTAL-LIABILITIES-AND-EQUITY> 12,861
<INTEREST-LOAN> 924
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 924
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 516
<INTEREST-INCOME-NET> 408
<LOAN-LOSSES> 183
<SECURITIES-GAINS> 0<F1>
<EXPENSE-OTHER> 338
<INCOME-PRETAX> 233
<INCOME-PRE-EXTRAORDINARY> 233
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 158<F3>
<EPS-PRIMARY> 0<F2>
<EPS-DILUTED> 0<F2>
<YIELD-ACTUAL> 4.19
<LOANS-NON> 141
<LOANS-PAST> 100
<LOANS-TROUBLED> 13
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 225
<CHARGE-OFFS> 169
<RECOVERIES> 23
<ALLOWANCE-CLOSE> 261
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 261
<FN>
<F1> The Company is a finance company whose normal operations do not include the
trading of investment securities.
<F2> Earnings per share information is not provided as Heller Financial, Inc.
has only one common shareholder at December 31, 1997.
<F3> Net income is net of $66 million income tax provision and $9 million of
minority interest in international income.
</FN>
</TABLE>
