0000909518-01-500326.txt : 20011009
0000909518-01-500326.hdr.sgml : 20011009
ACCESSION NUMBER: 0000909518-01-500326
CONFORMED SUBMISSION TYPE: SC TO-T/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011001
GROUP MEMBERS: HAWK ACQUISITION CORP.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: HELLER FINANCIAL INC
CENTRAL INDEX KEY: 0000046738
STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153]
IRS NUMBER: 361208070
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-10931
FILM NUMBER: 1749879
BUSINESS ADDRESS:
STREET 1: 500 W MONROE ST
CITY: CHICAGO
STATE: IL
ZIP: 60661
BUSINESS PHONE: 3124417000
MAIL ADDRESS:
STREET 1: 500 W MONROE ST
CITY: CHICAGO
STATE: IL
ZIP: 60661
FORMER COMPANY:
FORMER CONFORMED NAME: HELLER WALTER E & CO /NEW/
DATE OF NAME CHANGE: 19850503
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP
CENTRAL INDEX KEY: 0000040554
STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141]
IRS NUMBER: 131500700
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC TO-T/A
BUSINESS ADDRESS:
STREET 1: 260 LONG RIDGE RD
CITY: STAMFORD
STATE: CT
ZIP: 06927
BUSINESS PHONE: 2033574000
MAIL ADDRESS:
STREET 1: 260 LONG RIDGE ROAD
CITY: STAMFORD
STATE: CT
ZIP: 06927
FORMER COMPANY:
FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP
DATE OF NAME CHANGE: 19871216
SC TO-T/A
1
a10-1toa3.txt
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO/A
(RULE 14d - 100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
HELLER FINANCIAL, INC.
--------------------------------------------------------------------------------
(Name of Subject Company (Issuer))
HAWK ACQUISITION CORP. (OFFEROR)
a wholly-owned subsidiary of
GENERAL ELECTRIC CAPITAL CORPORATION
--------------------------------------------------------------------------------
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other
Person))
Class A Common Stock, par value $0.25 per share;
Class B Common Stock, par value $0.25 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
423328103
(Class A Common Stock)
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Nancy E. Barton, Esq.
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-8000
--------------------------------------------------------------------------------
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
Thomas A. Roberts, Esq.
Raymond O. Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
NY2:\1080971\02\N62Z02!.DOC\47660.2024
CALCULATION OF FILING FEE
-------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
$5,510,186,625 $1,102,037.33
-------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only.
This amount assumes the purchase at $53.75 per share in cash, pursuant to
the Offer to Purchase, of all 46,397,603 issued and outstanding shares of
Class A common stock, par value $0.25 per share (the "Class A Common
Stock") and all 51,050,000 issued and outstanding shares of Class B common
stock, par value $0.25 per share, of Heller Financial, Inc., and 5,067,497
shares of Class A Common Stock issuable upon exercise of certain
outstanding stock options, in each case as of July 23, 2001.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction value.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $1,102,037.33 Filing Party: Hawk Acquisition Corp. and
General Electric Capital Corporation
Form or Registration No.: Schedule TO-T Date Filed: August 3, 2001
SEC File No. 5-10931
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
-------------------------------------------------
This Amendment No. 3 amends and supplements the Tender Offer
Statement on Schedule TO (the "Schedule TO") filed with the Securities and
Exchange Commission on August 3, 2001 by Hawk Acquisition Corp., a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of General Electric
Capital Corporation, a Delaware corporation ("GE Capital"). Purchaser and GE
Capital filed Amendment No. 1 to the Schedule TO on August 20, 2001 and
Amendment No. 2 to the Schedule TO on August 30, 2001. The Schedule TO relates
to the offer by Purchaser to purchase all of the outstanding shares of Class A
common stock, par value $0.25 per share (the "Class A Common Stock"), of Heller
Financial, Inc., a Delaware corporation (the "Company"), and all of the
outstanding shares of Class B common stock, par value $0.25 per share (the
"Class B Common Stock" and, together with the Class A Common Stock, the
"Shares"), of the Company, at a purchase price of $53.75 per Share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 3, 2001, filed as
Exhibit (a)(1)(A) to the Schedule TO (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, together with any supplements or
amendments thereto, collectively constitute the "Offer").
ITEM 4. TERMS OF THE TRANSACTION
On October 1, 2001, GE Capital issued a press release
announcing, among other things, that Purchaser has extended the period during
which the Offer will remain open to 5:00 P.M., New York City time, on Wednesday,
October 24, 2001. The full text of the press release is set forth in Exhibit
(a)(1)(J) hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
(a) (1) (A) Offer to Purchase, dated August 3, 2001.*
(a) (1) (B) Letter of Transmittal.*
(a) (1) (C) Notice of Guaranteed Delivery.*
(a) (1) (D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(E) Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(G) Press release issued by GE Capital on July 30, 2001
(incorporated by reference to the press release
previously filed under cover of Schedule TO by GE
Capital on July 30, 2001).*
(a)(1)(H) Form of Summary Advertisement, dated August 3, 2001.*
(a)(1)(I) Press release issued by GE Capital on August 30,
2001.*
(a)(1)(J) Press release issued by GE Capital on October 1,
2001.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of July 30,
2001, by and among GE Capital, Purchaser and the
Company.*
(d)(2) Support Agreement, dated as of July 30, 2001, by and
among GE Capital, Purchaser and Fuji America
Holdings, Inc.*
(d)(3) Confidentiality Agreement, dated as of July 19, 2001,
by and between GE Capital and the Company.*
(d)(4) Assignment and Assumption of Amended and Restated
Keep Well Agreement, dated July 30, 2001, by and
among GE Capital, The Fuji Bank, Limited, The Fuji
Bank Limited, New York Branch, and the Company.*
(g) Not applicable.
(h) Not applicable.
----------------------------
* Previously filed.
SIGNATURES
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
HAWK ACQUISITION CORP.
By: /s/ Nancy E. Barton
----------------------------------------
Name: Nancy E. Barton
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Nancy E. Barton
----------------------------------------
Name: Nancy E. Barton
Title: Senior Vice President
Dated: October 1, 2001
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
---------- -----------
(a)(1)(A) Offer to Purchase, dated August 3, 2001.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.*
(a)(1)(E) Form of Letter to Clients for Use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.*
(a)(1)(G) Press release issued by GE Capital on July 30, 2001
(incorporated by reference to the press release
previously filed under cover of Schedule TO by GE
Capital on July 30, 2001).*
(a)(1)(H) Form of Summary Advertisement, dated August 3, 2001.*
(a)(1)(I) Press release issued by GE Capital on August 30,
2001.*
(a)(1)(J) Press release issued by GE Capital on October 1,
2001.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of July 30,
2001, by and among GE Capital, Purchaser and the
Company.*
(d)(2) Support Agreement, dated as of July 30, 2001, by and
among GE Capital, Purchaser and Fuji America
Holdings, Inc.*
(d)(3) Confidentiality Agreement, dated as of July 19, 2001,
by and between GE Capital and the Company.*
(d)(4) Assignment and Assumption of Amended and Restated
Keep Well Agreement, dated July 30, 2001, by and
among GE Capital, The Fuji Bank, Limited, The Fuji
Bank Limited, New York Branch, and the Company.*
(g) Not applicable.
(h) Not applicable.
-----------------------------
* Previously filed.
EX-99
3
a10-1exalj.txt
EXHIBIT (A) (L) (J)
Exhibit (a)(1)(J)
-----------------
FOR IMMEDIATE RELEASE
GE CAPITAL EXTENDS TENDER OFFER FOR HELLER FINANCIAL;
New Expiration Date is 5:00 P.M., New York City Time, on Wednesday, October 24,
2001
STAMFORD, CT (October 1, 2001) - General Electric Capital Corporation ("GE
Capital") announced today that Hawk Acquisition Corp., its wholly owned
subsidiary, has extended the expiration date for the cash tender offer by GE
Capital and Hawk Acquisition Corp. for all outstanding shares of common stock of
Heller Financial, Inc. ("Heller") (NYSE: HF). The new expiration date is 5:00
P.M., New York City time, on Wednesday, October 24, 2001.
As of 5:00 P.M., New York City time, on September 28, 2001, approximately
32,372,000 shares of Heller class A common stock had been tendered, representing
approximately 70% of the outstanding class A common stock, and 51,050,000 shares
of Heller class B common stock had been tendered, representing 100% of the
outstanding class B common stock. Together, such tendered shares represent
approximately 93% of the total voting power of the outstanding common stock of
Heller on a fully diluted basis.
# # #
Media Contacts:
GE Capital:
For Media: Marissa Moretti, GE Capital, 203-961-2290
For Investors: Mark Vachon, GE, 203-373-2468
Heller Financial:
For Media: Joe St. Henry, Heller Financial, 248-680-4386
For Investors: Linda Anderson, Heller Financial, 312-441-7034
All stockholders should read the Tender Offer Statement on Schedule TO filed by
GE Capital, and the Solicitation/Recommendation Statement on Schedule 14D-9
filed by Heller, with the Securities and Exchange Commission ("SEC") and mailed
to stockholders and any related amendments thereto filed with the SEC. These
statements contain important information that stockholders should consider
before making any decision with respect to tendering their shares. Stockholders
are able to obtain these statements and amendments thereto, as well as other
filings containing information about GE Capital and Heller, without charge, at
the SEC's internet site (www.sec.gov). Copies of the Tender Offer Statement and
the Solicitation/Recommendation Statement can also be obtained, without charge,
from Innisfree M&A Incorporated, the Information Agent for the Offer, at (888)
750-5834 (toll free).