HELLER FINANCIAL INC
8-K, 1999-01-22
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                            _______________________

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                       Date of Report:  January 20, 1999
                                        ----------------
                       (Date of earliest event reported)



                             HELLER FINANCIAL, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)



                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)



                  1-6157                          36-1208070
                  ------                          ----------
         (Commission File Number)     (IRS Employer Identification Number)


     500 West Monroe Street, Chicago, Illinois       60661
     -----------------------------------------       -----
     (Address of principal executive offices)      (Zip Code)


                                 (312) 441-7000
                                 --------------
              (Registrant's telephone number, including area code)
<PAGE>
 
Item 5.   Other Events
- -------   ------------

On January 20, 1999, Heller Financial, Inc. (the "Registrant") issued a press
release announcing the declaration of dividends on its two classes of common
stock, Class A Common Stock (which was issued in May, 1998 and is held publicly)
and Class B Common Stock (all of which is held of record by Fuji America
Holdings, Inc.), and on three of the company's preferred stocks, Cumulative
Perpetual Senior Preferred Stock, Series A, and Fixed Rate Noncumulative
Perpetual Senior Preferred Stock, Series C and Fixed Rate Noncumulative
Perpetual Senior Preferred Stock, Series D.  A copy of the press release is
attached.



Item 7.   Financial Statements and Exhibits
- -------   ---------------------------------

(c) Exhibits

99    Heller Financial, Inc. - Press Release



                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


Dated: January 22, 1999
       ----------------



                                  HELLER FINANCIAL, INC.



                                  By:  /s/ Lauralee E. Martin
                                       ----------------------------------
                                       Lauralee E. Martin
                                  Title: Executive Vice President and
                                  Chief Financial Officer

                                       2
<PAGE>
 
                                 EXHIBIT INDEX
                                        
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<CAPTION> 
Exhibit                                                     Sequentially
Number                                                      Numbered Pages
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<S>       <C>                                               <C> 
99        Heller Financial, Inc. - Press Release            4
</TABLE> 

                                       3

<PAGE>
 
                        Heller Financial, Inc. Announces
                        --------------------------------
         Dividend Declarations for Class A and B Common Stocks and for
         -------------------------------------------------------------
                       Series A, C and D Preferred Stocks
                       ----------------------------------
                                        
     (Chicago, IL, January 20, 1999) --Heller Financial, Inc. (NYSE: HF) today
declared dividends on its two classes of common stock, Class A Common Stock
(which was issued in May, 1998 and is held publicly) and Class B (all of which
is held of record by Fuji America Holdings, Inc.), and on three of the Company's
preferred stocks, Cumulative Perpetual Senior Preferred Stock, Series A, Fixed
Rate Noncumulative Perpetual Senior Preferred Stock, Series C, and Fixed Rate
Noncumulative Perpetual Senior Preferred Stock, Series D.

     The Company declared a quarterly dividend of $0.09 on each outstanding
share of its Class A Common Stock and Class B Common Stock, payable on February
15, 1999 to the holders of record thereof on February 1, 1999.  In total,
approximately 90,000,000 shares of Class A and Class B Common stock are
outstanding.

     The Company declared a quarterly dividend of $0.5078125 on each share of
the 5,000,000 outstanding shares of the Cumulative Perpetual Senior Preferred
Stock, Series A, payable on February 15, 1999 to the holders of record thereof
on February 1, 1999.

     The Company declared a quarterly dividend of $1.67175 on each share of the
1,500,000 outstanding shares of the Fixed Rate Noncumulative Perpetual Senior
Preferred Stock, Series C, payable on February 15, 1999 to the holders of record
thereof on February 1, 1999.

     The Company also declared in initial dividend of $1.31278 on each share of
the 1,250,000 outstanding shares of the Fixed Rate Noncumulative Perpetual
Senior Preferred Stock, Series D, payable on February 15, 1999 to the holders of
record thereof on February 1, 1999.  This dividend is for the period from and
including December 7, 1998, the date of issuance of the Series D Preferred
Stock, through and including February 14, 1999.

  Heller Financial, Inc. is a worldwide commercial finance company.  Heller
provides its middle-market and small business clients with equipment financing
and leasing, factoring and working capital loans, collateral-based financing,
cash flow financing, real estate financing and small business lending.  The
Company also operates through joint venture and wholly-owned companies located
in 20 countries in Europe, Asia, Australia and Latin America.  These companies
specialize in factoring, collateral-based financing, acquisition financing,
leasing, vendor financing and trade finance.

                                       4


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