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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 23, 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 23, 1999, Heller Financial, Inc. (the "Registrant") and HealthCare
Financial Partners, Inc. ("HealthCare") jointly issued a press release
announcing elections made by Healthcare's stockholders in connection with the
companies' upcoming merger. 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 23, 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
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Exhibit 99.1
HEALTHCARE FINANCIAL PARTNERS AND HELLER FINANCIAL
ANNOUNCE RESULTS OF STOCKHOLDER ELECTIONS IN UPCOMING MERGER
CHEVY CHASE, MARYLAND, July 23, 1999 - HealthCare Financial Partners, Inc.
(NYSE: HCF) and Heller Financial, Inc. (NYSE: HF) jointly announced today the
results of elections made by HCF's stockholders in connection with the
companies' upcoming merger. Under the terms of the merger agreement, HCF's
stockholders were allowed, subject to certain proration provisions, to elect to
receive either cash or Heller Class A common stock valued at $35 in exchange for
all shares of HCF common stock owned by them.
Holders of 4,324,415 shares of HCF's common stock elected (or were deemed
to have elected) to receive Heller Class A common stock. On the closing date of
the merger, scheduled for Wednesday, July 28, they will receive 1.2975 shares of
Heller Class A common stock for each share of HCF common stock owned by them.
Holders of 9,195,822 shares of HCF's common stock elected to receive cash.
As result of the proration provisions of the merger agreement, they will receive
cash for approximately 87% 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.
The precise allocation will be determined on the closing date of the merger. To
the extent that the NYSE closing sale price of Heller Class A common stock is
less then $26.975 on that date, these HCF stockholders will receive Heller Class
A common stock for a higher percentage of the shares of HCF common stock owned
by them.
HealthCare Financial Partners, Inc. is a commercial finance company
providing financing and related services to healthcare providers. Heller
Financial, Inc. is a worldwide commercial finance company providing a broad
range of financing solutions to middle-market and small business clients.
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