HELLER FINANCIAL INC
8-K, 2000-01-20
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 19, 2000
                       (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 19, 2000, Heller Financial, Inc. (the "Registrant") 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, 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

99.1  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 20, 2000

                                             HELLER FINANCIAL, INC.



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

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<PAGE>

                                 EXHIBIT INDEX



Exhibit
Number
- -------

99.1          Heller Financial, Inc. - Press Release

                                       3

<PAGE>

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


     (Chicago, IL, January 19, 2000) -- 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 $0.10 on each outstanding
share of its Class A Common Stock and Class B Common Stock, payable on February
15, 2000 to the holders of record thereof on February 1, 2000. In total,
approximately 97 million 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, 2000 to the holders of record thereof
on February 1, 2000.

     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, 2000 to the holders of record
thereof on February 1, 2000.

     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 February 15, 2000 to the holders of record
thereof on February 1, 2000.

     Heller Financial, Inc., is a worldwide commercial finance company providing
a broad range of financing solutions to middle-market and small business
clients. With nearly $18 billion in total 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.

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