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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 28, 1999
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(Date of earliest event reported)
HELLER FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-6157 36-1208070
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(Commission File Number) (IRS Employer Identification Number)
500 West Monroe Street, Chicago, Illinois 60661
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(Address of principal executive offices) (Zip Code)
(312) 441-7000
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On July 28, 1999, Heller Financial, Inc. (the "Registrant") issued a press
release announcing the closing of the acquisition of Healthcare Financial
Partners, Inc. for $35.00 per share (approximately $483 million) in a stock and
cash transaction. A copy of the press release is attached.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99 Heller Financial, Inc. - Press Release
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: July 28, 1999
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HELLER FINANCIAL, INC.
By: /s/ Lauralee E. Martin
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Lauralee E. Martin
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Pages
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99 Heller Financial, Inc. - Press Release 4-5
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Heller Financial, Inc. Completes Purchase of
HealthCare Financial Partners, Inc.
Heller Now the Leading Financing Provider to Small- and Middle-Market
Health Care Companies with a Portfolio Exceeding $1 Billion
(Chicago, July 28, 1999): Heller Financial, Inc. (NYSE: HF) today announced
that it has completed the acquisition of HealthCare Financial Partners, Inc.
(Chevy Chase, MD, NYSE: HCF) for $35.00 per share (approximately $483 million)
in a stock and cash transaction. The transaction, which involves the issuance
of approximately 7.3 million new shares of Heller's Class A common stock, is
expected to be neutral to Heller's earnings in 1999 and significantly accretive
in 2000.
Formed in 1993, HealthCare Financial Partners is a rapidly growing
commercial finance company that focuses exclusively on providing secured
financing to small- and mid-sized healthcare providers throughout the U.S. It
will be combined with Heller's existing healthcare finance activities to
comprise Heller Healthcare Finance, a major business unit with total commitments
in excess of $1 billion, over 260 client relationships and comprehensive product
capabilities. As part of this transaction, the senior management team of
HealthCare Financial Partners has agreed to join Heller.
"We are very excited about this acquisition, which makes Heller the leading
provider of financing to small- and mid-sized companies in the large, growing
health care market," said Richard J. Almeida, Chairman and Chief Executive
Officer of Heller. "Health care represents approximately 13 percent of the
United States GDP. Through this acquisition, Heller can serve this $1.2
trillion market with a full menu of commercial finance products and services."
John Delaney, former Chairman and Chief Executive Officer of HealthCare
Financial Partners and the new Group President of Heller Healthcare Finance
added, "This combination is a positive for both companies, and most importantly,
it will greatly benefit all of our customers. Our expanded product offerings
and access to capital will result in greater flexibility. Heller Healthcare
Finance is a powerful example of how two proven leaders can become even stronger
and join forces to serve customers even better."
Delaney also reported HCF's results for the second quarter of 1999. HCF
earned $.47 per diluted share, compared to $.37 per diluted share for the second
quarter of 1998. HCF ended the quarter with $535 million in finance
receivables, compared with $352 million in finance receivables for the quarter
ended June 30, 1998. According to Delaney, "This strong growth should continue
with the expanded resources of Heller Healthcare Finance."
Holders of shares of HCF's common stock who elected (or were deemed to have
elected) to receive Heller Class A common stock will receive 1.2975 shares of
Heller Class A common stock for each share of HCF common stock owned by them.
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As a result of the proration provisions of the merger agreement, holders of
HCF's common stock who elected to receive cash will receive cash for 86% of the
shares of HCF common stock owned by them and 1.2975 shares of Heller Class A
common stock for each of their remaining shares.
Heller Healthcare Finance will serve small- and middle-market healthcare
service providers with financing needs in the $100,000 to $150 million range. It
will offer an expanded range of financing including working capital lines of
credit, structured term loans, equipment leasing, real estate mortgages, and
mezzanine loans to customers representing a broad cross section of the health
care industry.
Heller Financial, Inc. is a worldwide commercial finance company providing
a broad range of financing solutions to middle-market and small business
clients. With more than $15 billion in owned and managed assets, Heller offers
equipment financing and leasing, sales finance programs, factoring and working
capital loans, collateral- and cash flow-based financing, and financing for
commercial real estate. The company also offers trade finance, factoring,
asset-based lending, leasing and vendor finance products and programs to clients
in Europe, Asia, Australia and Latin America. Heller's common stock is listed
as "HF" on the New York and Chicago Stock Exchanges. Heller can be found on the
World Wide Web at www.hellerfin.com.
Certain statements made herein are or may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. No assurances can be given
that any predicted results will actually be achieved and actual results could
differ materially from those predicted as the result of the factors discussed in
the Company's periodic reports filed with the Securities and Exchange
Commission.
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