HELLER FINANCIAL INC
8-K, 1999-10-19
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:  October 18, 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 October 18, 1999,  Heller Financial, Inc. (the "Registrant") issued a press
release announcing the increase of the quarterly dividend on its two classes of
common stock to $.10 per share from $.09 per share.  The dividend, which
represents an 11 percent increase from the prior quarter, applies to 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.).
The Board also declared dividends on three of the Registrant'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.  A copy of the press release is
attached.

On October 18, 1999,  Heller Financial, Inc. (the "Registrant") issued a press
release announcing the authorization to repurchase up to two million shares of
the Registrant's Class A Common Stock to provide stock for issuance under the
Registrant's stock option and restricted stock plans, as well as for other
corporate purposes.  A copy of the press release is attached.


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

(c) Exhibits

99.1  Heller Financial, Inc. - Press Release
99.2  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: October 18, 1999
       ----------------

                                   HELLER FINANCIAL, INC.



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

                                       2
<PAGE>

                                 EXHIBIT INDEX



Exhibit
Number
- ------

99.1      Heller Financial, Inc. - Press Release
99.2      Heller Financial, Inc. - Press Release

                                       3

<PAGE>

                 Heller Financial, Inc. Increases Dividend for
                 ---------------------------------------------
                        Class A and B Common Stocks and
                        -------------------------------
           Declares Dividends for Series A, C, and D Preferred Stocks
           ----------------------------------------------------------

     (Chicago, IL, October 18, 1999) - The Board of Directors of Heller
Financial, Inc. (NYSE: HF) today increased the quarterly dividend on its two
classes of common stock to $.10 per share from $.09 per share.  The dividend,
which represents an 11 percent increase from the prior quarter, applies to 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 is payable on November 15, 1999 to holders of record on November 1, 1999.
In total, approximately 97 million shares of Class A and Class B common stock
are outstanding.

     The Board also declared dividends 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 $0.5078125 on each share of
the 5,000,000 outstanding shares of the Cumulative Perpetual Senior Preferred
Stock, Series A, payable on November 15, 1999 to the holders of record thereof
on November 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 November 15, 1999 to the holders of record
thereof on November 1, 1999.

     The Company declared a quarterly dividend of $1.7375 on each share of the
1,250,000 outstanding shares of the Fixed Rate Noncumulative Perpetual Senior
Preferred Stock, Series D, payable on November 15, 1999 to the holders of record
thereof on November 1, 1999.

  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 $14 billion in owned and managed assets, Heller offers equipment
financing and leasing, sales finance programs, collateral- and cash flow-based
financing, financing for healthcare companies 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 http://www.hellerfinancial.com.

                                       4

<PAGE>

             Heller Financial, Inc. Announces Share Repurchase Plan
             ------------------------------------------------------


     (Chicago, IL, October 18, 1999) - Heller Financial, Inc. (NYSE: HF) today
announced that its Board of Directors has authorized the repurchase of up to two
million shares of the Company's Class A Common Stock to provide stock for
issuance under the Company's stock option and restricted stock plans, as well as
for other corporate purposes.  Under the program, shares may be repurchased from
time to time in the open market or in privately negotiated transactions.

     "Heller believes strongly in tying employee compensation to the Company's
stock performance," said Chairman and Chief Executive Officer Richard J.
Almeida.  "The timing of this repurchase program enables us to purchase our
shares while they are, in our opinion, undervalued, especially in light of our
outstanding track record of delivering on our commitments."

     Heller Financial, Inc. is a worldwide commercial finance company providing
a broad range of financing solutions to middle-market and small business
clients. With over $14 billion in owned and managed assets, Heller offers
equipment financing and leasing, vendor and sales finance programs, factoring
and working capital loans, collateral- and cash flow-based financing, and
financing for commercial real estate. Heller 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's website
is http://www.hellerfinancial.com.

     The statements made by the Company in this news release may include certain
forward-looking statements that reflect the Company's current expectations
regarding its future growth, results and performance.  These forward-looking
statements are subject to a variety of risks and uncertainties, which could
cause the Company's future growth, results and performance to differ materially
from those expressed in, or implied by, these statements.  Information
concerning these risks and uncertainties is contained in the quarterly and
annual reports that Company files with the Securities and Exchange Commission.

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