-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GbsK6ZB5T0vVhfNpVhWQnykId8/9PA2ouRbWnp8BI5j8BZ6xDn1umBurjys57a90 Cvc0GTcrowlP8PFWsLCi0w== 0000950130-98-002275.txt : 19980504 0000950130-98-002275.hdr.sgml : 19980504 ACCESSION NUMBER: 0000950130-98-002275 CONFORMED SUBMISSION TYPE: S-2MEF PUBLIC DOCUMENT COUNT: 3 333-46915 FILED AS OF DATE: 19980430 EFFECTIVENESS DATE: 19980430 SROS: NYSE FILER: 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: S-2MEF SEC ACT: SEC FILE NUMBER: 333-51515 FILM NUMBER: 98607465 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 S-2MEF 1 S-2MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1998 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- HELLER FINANCIAL, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) --------------- DELAWARE 36-1208070 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661, (312) 441-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) --------------- DEBRA H. SNIDER, ESQ. EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER, GENERAL COUNSEL AND SECRETARY HELLER FINANCIAL, INC. 500 WEST MONROE STREET, CHICAGO, ILLINOIS 60661, (312) 441-7000 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: LAWRENCE D. LEVIN, ESQ. ANDREW D. SOUSSLOFF, ESQ. MARK D. WOOD, ESQ. SULLIVAN & CROMWELL KATTEN MUCHIN & ZAVIS 125 BROAD STREET 525 WEST MONROE STREET, SUITE 1600 NEW YORK, NEW YORK 10004 CHICAGO, ILLINOIS 60661 (212) 558-4000 (312) 902-5200 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [_] If the Registrant elects to deliver its latest annual report to security holders or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [X] 333-46915 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box: [_] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PROPOSED MAXIMUM TITLE OF SHARES AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED PRICE(1) REGISTRATION FEE(2) - -------------------------------------------------------------------------------- Class A Common Stock, $0.25 par value.... $77,050,000 $22,730 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act of 1933, as amended. --------------- THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with the Securities and Exchange Commission (the "Commission") by Heller Financial, Inc. (the "Company") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. This Registration Statement hereby incorporates by reference the contents of the Company's Registration Statement on Form S-2 (Registration No. 333-46915), including the exhibits thereto, relating to the offering of up to $963,125,000 in proposed maximum aggregate offering price of the Company's Class A Common Stock, par value $0.25 per share. SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR FILING ON FORM S-2 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS ON THE 30TH DAY OF APRIL, 1998. Heller Financial, Inc. /s/ Lauralee E. Martin By: --------------------------------- Lauralee E. Martin Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on April 30, 1998. * * - ------------------------------------- ------------------------------------- Richard J. Almeida Michael J. Litwin Chairman, Chief Executive Officer Director (Principal Executive Officer) and Director * * - ------------------------------------- ------------------------------------- Atsushi Takano Dennis P. Lockhart Director Director * /s/ Lauralee E. Martin - ------------------------------------- ------------------------------------- Yukihiko Chayama Lauralee E. Martin Director Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) * * - ------------------------------------- ------------------------------------- Kenichi Tomita Takeshi Takahashi Director Director * * - ------------------------------------- ------------------------------------- Tsutomu Hayano Osamu Ogura Director Director * * - ------------------------------------- ------------------------------------- Mark Kessel Hideo Nakajima Director Director * * - ------------------------------------- ------------------------------------- Masahiro Sawada Kenichiro Tanaka Director Director *By: /s/ Lauralee E. Martin * -------------------------------- ------------------------------------- Lauralee E. Martin Lawrence G. Hund As Attorney-in-fact Executive Vice President and Controller (Principal Accounting Officer) EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 5 Opinion of Katten Muchin & Zavis as to the legality of the securities be- ing registered (including consent). 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Katten Muchin & Zavis (contained in its opinion filed as Ex- hibit 5 hereto). 24 Power of Attorney (incorporated by reference to Exhibit 24 to the Company's Registration Statement on Form S-2, Registration No. 333-46915).
EX-5 2 OPINION OF KATTEN MUCHIN & ZAVIS EXHIBIT 5 April 30, 1998 Heller Financial, Inc. 500 West Monroe Street Chicago, Illinois 60661 Re: Registration Statement on Form S-2 ---------------------------------- Ladies and Gentlemen: We have acted as counsel for Heller Financial, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a registration statement on Form S-2 (the "Registration Statement") with the Securities and Exchange Commission, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the Company's public offering of up to 38,525,000 shares of its Class A Common Stock, $0.25 par value per share (the "Class A Common Stock"), including up to 5,025,000 shares of Class A Common Stock issuable upon exercise of the Underwriters' (as defined herein) over-allotment options (collectively, the "Shares"). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. In connection with this opinion, we have relied as to matters of fact, without investigation, upon certificates of public officials and others and upon affidavits, certificates and written statements of directors, officers and employees of, and the accountants and transfer agent for, the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such instruments, documents and records as we have deemed relevant and necessary to examine for the purpose of this opinion, including (a) the Registration Statement, (b) the Company's Restated Certificate of Incorporation, as amended, and the form of the proposed Amended and Restated Certificate of Incorporation of the Company, (c) the Company's By-laws and the form of the proposed Amended and Restated By-Laws of the Company, (d) minutes of meetings of the Board of Directors of the Company and the Executive Committee thereof, (e) written consents of the sole stockholder of the Company, (f) the form of U.S. Underwriting Agreement (the "U.S. Underwriting Agreement") proposed to be entered into between the Company and Goldman, Sachs & Co., J.P. Morgan Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives Heller Financial, Inc. April 30, 1998 Page 2 of the several U.S. underwriters named therein (collectively, the "U.S. Underwriters"), (g) the form of International Underwriting Agreement (with the U.S. Underwriting Agreement, the "Underwriting Agreements") proposed to be entered into between the Company and Goldman Sachs International, J.P. Morgan Securities Ltd., BT Alex. Brown International, A Division of Bankers Trust International PLC, Lehman Brothers International (Europe) and Merrill Lynch International, as representatives of the several international underwriters named therein (with the U.S. Underwriters, collectively, the "Underwriters"), and (h) a proposed form of specimen certificate representing the Class A Common Stock. In connection with this opinion, we have assumed the legal capacity of all natural persons, the accuracy and completeness of all documents and records that we have reviewed, the genuineness of all signatures, the authenticity of the documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or reproduced copies. Based upon and subject to the foregoing, it is our opinion that when certificates representing the Shares in the form of the specimen certificate examined by us have been manually signed by an authorized officer of the transfer agent and registrar for the Class A Common Stock, and such certificates are delivered to, and the Shares are paid for by, the Underwriters as contemplated by the Underwriting Agreements, the up to 38,525,000 Shares covered by the Registration Statement (including the up to 5,025,000 Shares issuable upon exercise of the Underwriters' over-allotment options), will have been duly authorized, and such Shares will be validly issued, fully paid and non- assessable. Our opinion expressed above is limited to the General Corporation Law of the State of Delaware, and we do not express any opinion concerning any other laws. This opinion is given as of the date hereof and we assume no obligation to advise you of changes that may hereafter be brought to our attention. Heller Financial, Inc. April 30, 1998 Page 3 We hereby consent to use of our name under the heading "Legal Matters" in the Prospectus forming a part of the Registration Statement and to use of this opinion for filing as Exhibit 5 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the related rules and regulations thereunder. Very truly yours, /s/ KATTEN MUCHIN & ZAVIS KATTEN MUCHIN & ZAVIS EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 23, 1998 (except with respect to the matters discussed in Note 20, as to which the date is February 24, 1998) included in Heller Financial, Inc.'s Form S-2 registration statement (No. 333-46915) and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP Chicago, Illinois April 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----