SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] | Preliminary Proxy Statement | [_] | CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) |
[X] | Definitive Proxy Statement |
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[_] | Definitive Additional Materials |
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[_] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required |
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[_] | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of
transaction computed pursuant to
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(4) Proposed maximum aggregate value of transaction:
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[_] | Fee paid previously with preliminary materials. |
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Check box if any part of the fee
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(2) Form, Schedule or Registration Statement No.: |
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(4) Date Filed: |
Notes:
[LOGO]
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1.
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The election of 12
individuals to serve on our Board of Directors;
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2.
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Ratifying the Board
s selection of Arthur Andersen LLP as our independent auditors for
2000; and
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3.
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Any other matters
properly brought before the meeting or any adjournment.
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Sincerely,
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RICHARD
J. ALMEIDA
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Chairman of the
Board of Directors and
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Chief Executive
Officer
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A:
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The Board of
Directors of Heller Financial, Inc. (Heller, which may also be
referred to as we, us or our) is sending you this proxy
statement in connection with the solicitation of proxies for use at our
2000 Annual Meeting of Stockholders.
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The approximate
date of the mailing of this proxy statement and the related proxy card is
March 28, 2000.
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A:
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(1) Electing
nominees to serve on our Board of Directors;
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A:
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The Board
recommends a vote FOR each of the nominees and FOR the selection of Arthur
Andersen LLP as independent auditors for 2000.
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A:
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Holders of record
of Class A Common Stock and holders of record of Class B Common Stock at
the close of business on March 10, 2000, the record date, may vote at the
Annual Meeting.
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On the record date,
44,816,681 shares of Class A Common Stock (including 683,229 shares of
restricted Class A Common Stock issued to certain of our employees) and
51,050,000 shares of Class B Common Stock were outstanding and entitled to
vote at the Annual Meeting. Each stockholder is entitled to one vote for
each share of Class A Common Stock and three votes for each share of Class
B Common Stock held on the record date. Holders of Class A Common Stock
and Class B Common Stock will vote together as a single class on the
matters that will come before the Annual Meeting.
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A:
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Fuji America
Holdings, Inc. (Fuji America Holdings), a subsidiary of The Fuji
Bank, Limited (Fuji Bank), owns all of the Class B Common Stock.
The Class A Common
Stock is publicly held and represents about 48% of the combined economic interest and 23% of the combined voting power of all of our outstanding common stock. The Class B Common Stock owned by Fuji America Holdings represents the remaining 52% of the combined economic interest and 77% of the combined voting power. |
A:
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You may vote your
shares either in person at the Annual Meeting or by proxy. To vote by
proxy, please mark, date, sign and mail the enclosed proxy card in the
prepaid envelope. Giving a proxy will not affect your right to change your
vote if you attend the meeting and want to vote in person. If you return
your proxy but do not mark how you wish to vote, your shares will be voted
FOR the two proposals.
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A:
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You may revoke your
proxy at any time before the Annual Meeting by giving our Corporate
Secretary written notice of your revocation or by submitting a later-dated
proxy.
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A:
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A quorum
means the majority of the outstanding common shares, which may be
present at the meeting in person or represented by proxy. There must be a
quorum for the meeting to be valid. If you submit an executed proxy card,
then you will be considered part of the quorum (even if you abstain from
voting). Broker non-votes, which occur when a broker does not vote on some
matters on the proxy card because it does not have authority to do so, are
also counted as present for purposes of establishing a quorum.
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A:
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We elect our
directors by a plurality of shares voted, which means that the twelve
nominees receiving the highest number of votes will be elected. The
affirmative vote of more than 50% of the shares voting in person or by
proxy is necessary to ratify Arthur Andersen LLP as our independent
auditors for 2000. Abstentions and broker non-votes will have no effect on
the votes for directors. Abstentions and broker non-votes have the same
effect as a vote against ratifying Arthur Andersen LLP as our
independent auditors for 2000.
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Since it holds 77%
of the combined voting power of our Common Stock, Fuji America Holdings
has the unilateral power to elect all of our directors and to ratify the
appointment of Arthur Andersen LLP. Fuji America Holdings has indicated
its intention to vote FOR each of the nominees for director and FOR the
ratification of the appointment of Arthur Andersen LLP.
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A:
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Withheld votes are
counted as no votes for the individual director.
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A:
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If your shares are
registered differently or are held in more than one account, you will
receive more than one proxy card. In that case, please sign and return all
different proxy cards to make sure that all of your shares are voted. Our
employees will receive one combined proxy card covering all shares they
hold in the Heller Savings and Profit Sharing (401(k)) Plan, the Employee
Stock Purchase Plan, the Executive Deferred Compensation Plan and as
restricted stock under the Stock Incentive Plan.
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A:
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We are not aware of
any business to be considered at the meeting other than the proposals
described above. But if any other business is presented at the meeting,
your signed proxy gives authority to Richard J. Almeida, our Chairman of
the Board and Chief Executive Officer, and Debra H. Snider, our Executive
Vice President, General Counsel and Secretary, to vote on such matters in
their discretion.
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If unforeseen
circumstances (for example, death or disability) make it necessary for the
Board to substitute another person for any of the nominees for directors,
your shares will be voted for that other person, unless you have revoked
your proxy.
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A:
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All stockholders
may attend.
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A:
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We will pay for
soliciting the proxies being sent with this proxy statement. We do not
expect to pay any fees for soliciting proxies, but we may reimburse
brokers, nominees, fiduciaries and other custodians their reasonable fees
and expenses for sending proxy materials to beneficial owners and
obtaining their instructions. In addition to mail solicitation, our
directors, officers and other employees may solicit proxies in person or
by telephone, facsimile or other electronic communication.
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A:
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Stockholder
proposals submitted under Rule 14a-8 of the Securities Exchange Act,
including nominations for directors, to be included in our proxy statement
for the 2001 annual meeting of stockholders must be received by our
Corporate Secretary on or before November 27, 2000. Such a proposal must
contain the information required by our By-Laws, a copy of which may be
obtained from our Corporate Secretary. There are additional Securities and
Exchange Commission rules that must be complied with in order to have a
proposal included in the proxy statement.
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To be considered at
the 2001 annual meeting of stockholders, stockholder proposals must be
received by our Corporate Secretary on or before February 2,
2001.
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Mr. Almeida, age
57, has served as Chairman of the Board and Chief Executive Officer of
Heller and Heller International Group, Inc. (International Group),
a wholly-owned subsidiary through which Heller conducts its
international business, since November 1995, and as a Director of Heller
since November 1987. He has been Director of Fuji America Holdings since
January 1998. He previously held the positions of Executive Vice President
and Chief Financial Officer from November 1987 to November 1995. Mr.
Almeida also serves as a Director of The Fuji Bank and Trust Company, a
subsidiary of Fuji Bank. Prior to joining Heller in 1987, Mr. Almeida held
a number of operating positions, both in corporate banking and investment
banking, for Citicorp.
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Mr. Conway, age 53,
joined our Board of Directors in September 1998. Mr. Conway is Senior Vice
President and Senior Investment Officer of Aon Corporation, an insurance
brokerage and underwriting company, and President of Aon Advisors, Inc., a
subsidiary of Aon which provides investment management services. Prior to
joining Aon, he was President and Chief Executive Officer of Manhattan
National Corporation, an insurance holding company. Mr. Conway is a
Director of LaSalle Re Holdings, Ltd., and AON Funds, Inc.
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Mr. Hirabayashi,
age 57, has been a Director of Heller, Chairman of the Executive Committee
of our Board and a Director of Fuji America Holdings since July 1998. He
was appointed Managing Director of Fuji Bank in 1996, and has been
responsible for overseeing the Americas and Europe since May 1999.
Previously, Mr. Hirabayashi was responsible for Fuji Banks Overseas
Business Group and Investment Banking Products and Treasury Trading Group
in Tokyo. He was elected to the Board of Directors of Fuji Bank in June
1995, having served as General Manager, International Division, in Tokyo,
since 1995 and General Manager, Treasury Division, Tokyo since May
1993.
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Mr. Kato, age 42,
was elected a Director of Heller in July 1999. He has been a Senior Vice
President of Heller since June 1999. Prior to joining Heller, Mr. Kato was
Joint General Manager of the Taipei Branch of Fuji Bank from April 1996 to
June 1999, and Senior Manager, International Finance Division from May
1993 to April 1996.
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Mr. Kessel, age 58,
has served as a Director of Heller since July 1992. He has been a Partner
at the law firm of Shearman & Sterling since December
1977.
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Mr. Kumon, age 40,
has been a Director of Heller and Fuji America Holdings since July 1998.
He is Senior Vice President and Group Head of the Corporate Management
Division for the Americas of Fuji Bank. He previously served Fuji Bank as
Senior Vice President and Senior Manager, Americas Division, Vice
President and Manager, Americas Division, and Manager of the Financial
Engineering Division.
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Mr. Lockhart, age
53, has been a Director of Heller and President of International Group
since January 1988. In his current position, Mr. Lockhart has principal
responsibility for our international operations. Mr. Lockhart also serves
as a Director of Tri Valley Corporation. Prior to joining Heller in 1988,
Mr. Lockhart was employed by Citicorp for 16 years, holding a number of
positions in corporate/institutional banking domestically and abroad,
including assignments in Lebanon, Saudi Arabia, Greece, Iran, New York and
Atlanta, with regional experience encompassing Europe, the Middle East,
Africa and Latin America.
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Mr. Makimoto, age
47, was elected Director of Heller and Fuji America Holdings in January
2000. He is currently General Manager, Corporate Management Division for
the Americas of Fuji Bank. From February 1996 to December 1999 Mr.
Makimoto held the position of Deputy General Manager, Corporate Banking
Division II, and from January 1995 to January 1996 he was the Deputy
General Manager, International Planning Division of Fuji Bank.
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Mr. Ptak, age 56,
joined Heller as a Director in September 1998. Mr. Ptak is the Vice
Chairman of Illinois Tool Works Inc., a diversified manufacturing company,
and has been with Illinois Tool Works since 1975. He was on the Board of
Directors of Hon Industries, Inc., a furniture and fireplace manufacturer,
from May 1998 to December 1999. Before joining Illinois Tool Works, Mr.
Ptak was employed by Sara Lee Corporation from 1970 to 1975.
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Mr. Sawada, age 46,
has served as Executive Vice President of Heller since June 1999 and has
held the positions of Senior Vice President of Heller from January 1998 to
June 1999 and Director of Heller and International Group since December
1995. He was elected Director, President and Chief Executive Officer of Fuji
America Holdings in July 1999. Previously, he was Senior Vice President of
Heller International Corporation from May 1995 to January 1998, and Joint
General Manager of Fuji Bank, Paris Branch from May 1992 to
1995.
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Mr. Tanaka, age 51,
has been a Director of Heller and International Group since February 1997,
and was Executive Vice President of Heller from January 1998 to May 1999.
He is General Manager, Corporate Banking Division of Fuji Bank. Mr. Tanaka
previously served as Director, President and Chief Executive Officer of
Fuji America Holdings from January 1998 to July 1999, and Executive Vice
President of Heller International Corporation from February 1997 to
January 1998. He was President and Chief Executive Officer of Fuji Bank,
Canada, from November 1994 to January 1997, and Deputy General Manager of
Fuji Bank, Head Office Credit Division, from May 1991 to November
1994.
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Mr. Wolfert, age
45, has served as a Director of Heller since July 1998 and as President
and Chief Operating Officer since January 1998. In this capacity, he has
principal responsibility for all of our domestic businesses. Prior to
joining Heller, Mr. Wolfert was Chairman of Key Global Finance Ltd. from
April 1996 to December 1997, Chairman, President and Chief Executive
Officer of KeyCorp Leasing, Ltd. from June 1993 to December 1997,
Chairman, President and Chief Executive Officer of KeyBank USA N.A. from
June 1993 to December 1996, President and Chief Operating Officer of
KeyCorp Leasing, Ltd. from December 1991 to June 1993, and Executive Vice
President of KeyBank USA N.A. from December 1991 to June 1993. Prior to
1991, Mr. Wolfert held various management positions with U.S. Leasing
Corporation.
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Title of
Class |
Name of
Beneficial Owner |
Amount and
Nature of
Beneficial Ownership(1) |
Percent
of Class (7) |
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Class A Common | Wellington Management Company, LLP | 5,923,090 | (2) | 13.2% | |||
Stock | 75 State Street | ||||||
Boston, Massachusetts 02109 | |||||||
Franklin Mutual Advisers, LLC | 4,268,511 | (3) | 9.5% | ||||
51 John F. Kennedy Parkway | |||||||
Short Hills, New Jersey 07078 | |||||||
T. Rowe Price Associates, Inc. | 3,316,454 | (4) | 7.4% | ||||
100 E. Pratt St. | |||||||
Baltimore, Maryland 21202 | |||||||
Morgan Stanley Dean Witter & Co. | 2,694,995 | (5) | 6.0% | ||||
1585 Broadway | |||||||
New York, New York 10036 | |||||||
Mellon Financial Corporation | 2,663,232 | (6) | 5.9% | ||||
One Mellon Center | |||||||
Pittsburgh, Pennsylvania 15258 | |||||||
Class B Common | The Fuji Bank, Limited | 51,050,000 | 100% | ||||
Stock | Two World Trade Center | ||||||
New York, New York 10048 |
(1)
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All information
with respect to the Class A Common Stock is based on Schedule 13G filings
made with the SEC and dated as of the respective dates set forth in the
following footnotes.
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(2)
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As of February 9,
2000, Wellington Management Company LLP reports that it has shared voting
power with respect to 4,341,270 shares and shared dispositive power with
respect to all of the shares reported in the table.
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(3)
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As of January 13,
2000, Franklin Mutual Advisors, LLC reports that (1) it has sole voting
power with respect to 4,268,511 shares and sole dispositive power with
respect to all of the shares reported in the table and (2) although it is
deemed to be the beneficial owner of such shares for purposes of the
Securities Exchange Act of 1934 (the 34 Act), it expressly
disclaims ownership of all of the shares listed in the table.
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(4)
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As of February 14,
2000, T. Rowe Price Associates (Price Associates) reports that it
has sole voting power with respect to 649,474 of the shares it holds and
sole dispositive power with respect to all of the shares reported in the
table. These shares are owned by various individual and institutional
investors including T. Rowe Price Mid-Cap Growth Fund, Inc. (which owns
2,350,000 shares, representing 5.1% of the shares outstanding), for which
Price Associates serves as investment adviser with power to direct
investments and/or sole power to vote the shares. For purposes of the
reporting requirements of the 34 Act, Price Associates is deemed to be a
beneficial owner of such shares; however, Price Associates expressly
disclaims that it is, in fact, the beneficial owner of such
shares.
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(5)
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As of February 4,
2000, Morgan Stanley Dean Witter & Co. reports that it has shared
voting power with respect to 2,577,195 shares and shared dispositive power
with respect to all of the shares reported in the table.
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(6)
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As of January 21,
2000, Mellon Financial Corporation reports, for itself and its direct or
indirect subsidiaries, Boston Group Holdings, Inc. and The Boston Company,
Inc., that it has sole voting power with respect to 1,789,032 shares,
shared voting power with respect to 154,300 shares, sole dispositive power
with respect to 2,267,543 shares and shared dispositive power with respect
to 318,789 shares.
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(7)
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The percentages
shown above are based on the number of shares outstanding on March 10,
2000.
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Title of
Class |
Name of
Beneficial Owner |
Amount and
Nature of
Beneficial Ownership |
Percent
of Class |
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Class A Common Stock | Richard J. Almeida | 164,244 | (1) | * | |||
Michael A. Conway | 3,438 | (1) | * | ||||
Soichi Hirabayashi | 0 | | |||||
Takaaki Kato | 0 | | |||||
Mark Kessel | 2,741 | (1) | * | ||||
Tetsuo Kumon | 0 | | |||||
Michael J. Litwin | 37,917 | (1) | * | ||||
Dennis P. Lockhart | 55,171 | (1) | * | ||||
Takashi Makimoto | 0 | | |||||
Lauralee E. Martin | 38,549 | (1) | * | ||||
Frank S. Ptak | 1,137 | (1) | * | ||||
Masahiro Sawada | 400 | * | |||||
Kenichiro Tanaka | 500 | * | |||||
Frederick E. Wolfert | 98,083 | (1) | * | ||||
All directors and
executive officers as
a group (16 persons) |
439,489 | * |
(1)
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Includes unvested
performance-based restricted shares issued under Hellers Stock
Incentive Plan for which the individual has voting power but does not yet
have power to dispose, in the amount of 87,385 shares for Mr. Almeida,
1,137 shares for Mr. Conway, 835 shares for Mr. Kessel, 16,623 shares for
Mr. Litwin, 16,623 shares for Mr. Lockhart, 22,451 shares for Ms. Martin,
1,137 shares for Mr. Ptak and 49,934 shares for Mr. Wolfert. Reported
amounts also include holdings in the Companys Executive Deferred
Compensation Plan, Savings and Profit Sharing (401(k)) Plan and Employee
Stock Purchase Plan.
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Name of
Beneficial Owner |
Number of
Shares
Beneficially Owned |
|
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Richard J. Almeida | 0 | |
Michael A. Conway | 0 | |
Soichi Hirabayashi | 22,872 | |
Takaaki Kato | 3,000 | |
Mark Kessel | 0 | |
Tetsuo Kumon | 0 | |
Michael J. Litwin | 0 | |
Dennis P. Lockhart | 0 | |
Lauralee E. Martin | 0 | |
Takashi Makimoto | 3,000 | |
Frank S. Ptak | 0 | |
Masahiro Sawada | 2,205 | |
Kenichiro Tanaka | 9,486 | |
Frederick E. Wolfert | 0 | |
All directors and
executive officers
as a group (16 persons) |
40,563 |
(1) an annual cash
retainer of $50,000;
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(2) an annual grant
of options to purchase Hellers Class A Common Stock at an exercise
price equal to the fair market value of the Stock at the time of the
grant, the total number of which options has a present value of $25,000
using the assumptions applicable to grants made to Hellers employees
generally. One third of those options vest on each of the first three
anniversary dates of the grant and all of them must be exercised within
the earlier of ten years from the date of the grant and one year after
completion of service as a member of the Board; and
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(3) a one-time grant
at the time of first election of restricted shares of Hellers Class
A Common Stock valued at $25,000 based on the fair market value at the
time of the grant. Of the total number of restricted shares now held by
our independent directors, 75% vest on January 1, 2001 if Hellers
three-year average net income growth has been at least 13.5% and 100% vest
on January 1, 2001 if Hellers average net income growth has been at
least 16.5%. In any event, they all vest on January 1, 2004, provided that
in each case the director has been continuously a member of the Board from
the date of the original grant.
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Name and
Principal Position |
Year |
Annual
Compensation(1) |
Long Term
Compensation |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Awards |
Payouts |
All Other
Compensation ($)(6) |
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Salary
($) |
Bonus
($)(2) |
Restricted
Stock Awards ($)(3) |
Securities
Underlying Options/SARs (#)(4) |
LTIP
Payouts ($)(5) |
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Richard J. Almeida | 1999 | 750,000 | 580,590 | 0 | 0 | 929,688 | 7,894 | |||||||
(Chairman and Chief | 1998 | 760,417 | 551,000 | 2,359,395 | 280,000 | 593,775 | 8,950 | |||||||
Executive Officer) | 1997 | 637,500 | 450,000 | 0 | 0 | 0 | 8,950 | |||||||
Frederick E. Wolfert | 1999 | 400,000 | 375,000 | 0 | 0 | 918,000 | 5,452 | |||||||
(President and Chief | 1998 | 401,539 | 325,000 | 1,348,218 | 160,000 | 187,200 | 448,304 | |||||||
Operating Officer) (7) | ||||||||||||||
Lauralee E. Martin | 1999 | 295,000 | 250,000 | 0 | 0 | 255,000 | 5,425 | |||||||
(Chief Financial | 1998 | 295,833 | 225,000 | 606,177 | 50,000 | 184,860 | 5,873 | |||||||
Officer) | 1997 | 286,354 | 225,000 | 0 | 0 | 0 | 5,810 | |||||||
Michael J. Litwin | 1999 | 295,000 | 225,000 | 0 | 0 | 255,000 | 4,980 | |||||||
(Chief Credit and | 1998 | 296,250 | 200,000 | 448,821 | 40,000 | 174,915 | 7,096 | |||||||
Risk Officer) | 1997 | 282,083 | 200,000 | 0 | 0 | 0 | 6,938 | |||||||
Dennis P. Lockhart | 1999 | 290,000 | 200,000 | 0 | 0 | 255,000 | 6,257 | |||||||
(President, | 1998 | 290,833 | 160,000 | 448,821 | 40,000 | 184,275 | 7,043 | |||||||
International Group) | 1997 | 280,833 | 100,000 | 0 | 0 | 0 | 6,938 |
(1)
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Heller has a
non-qualified deferred compensation plan known as the Executive Deferred
Compensation Plan under which certain employees of Heller, including the
named executive officers, may elect to defer a portion of their annual
compensation on a pre-tax basis. The amount of deferred compensation
remains an asset of Heller and may be invested in any of certain mutual
funds and a Heller common stock fund at the participants
discretion.
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(2)
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Bonuses earned in
respect of one year are paid during the next year. For example, the
bonuses indicated as earned in respect of 1999 were paid in February,
2000. Perquisites and other personal benefit amounts for each of the named
executive officers fall below the minimum level for disclosure and
therefore have been excluded.
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(3)
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In May, 1998, at
the time of our initial public offering, the named executive officers
received restricted shares of our Class A Common Stock. The compensation
reported in the above table is based on the value on the date of issuance
of the Stock ($27.00). The number of shares of restricted stock and their
value on December 31, 1999 based on the closing market price of $20.063
per share for each of the named executive officers are as
follows:
|
Name |
Number of
Shares |
Value |
||
---|---|---|---|---|
Mr. Almeida | 87,385 | $1,753,205 | ||
Mr. Wolfert | 49,934 | 1,001,826 | ||
Ms. Martin | 22,451 | 450,434 | ||
Mr. Litwin | 16,623 | 333,507 | ||
Mr. Lockhart | 16,623 | 333,507 |
Of the total number
of restricted shares shown for each person above, 75% vest on January 1,
2001 if Hellers three-year average net income growth has been at
least 13.5%, and 100% vest on January 1, 2001 if Hellers average net
income growth has been at least 16.5%. In any event, they all vest on
January 1, 2004, provided that in each case the individual has been
continuously an officer of Heller from the date of the original grant.
Dividends on restricted stock are paid in cash. The restricted stock and
stock option awards made to the named executive officers are the only
restricted stock and stock option awards such officers will be eligible to
receive until 2001.
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(4)
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In May 1998, at the
time of our initial public offering, the named executive officers received
options to purchase our Class A Common Stock. All options vest 100% on
January 1, 2001 (or, if earlier, upon the holders death or
disability). The exercise price for each option is $27 per share, the
initial public offering price of the Stock.
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(5)
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Under the terms of
each of Hellers Long Term Incentive Plans (LTIPs), payouts of all
accruals are made after the end of the LTIP performance period to officers
who are active employees of Heller and participants in the LTIP through
its termination date. In 1999, cash payments were made to the indicated
named executive officers under an LTIP for the performance period that
began January 1, 1996 and ended December 31, 1998. These payments are
shown in the above table as being applicable to 1998. In 2000, cash
payments were made to the indicated named executive officers under an LTIP
for the performance period that began January 1, 1997 and ended December
31, 1999. These payments are shown in the above table as being applicable
to 1999.
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No other LTIP is
currently in place and no new performance shares in respect of any LTIP
were awarded during 1999.
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(6)
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Amounts reflect
both (i) Hellers contribution made in the form of a match on amounts
deferred by the named executive officers in Hellers 401(k) Savings
and Profit Sharing Plan and (ii) insurance premiums paid for term life
insurance, as follows in the case of 1999:
|
401(k)
Matching Amounts |
Term Life
Insurance Premium |
|||
---|---|---|---|---|
Mr. Almeida | $4,000 | $3,894 | ||
Mr. Wolfert | 4,000 | 1,452 | ||
Ms. Martin | 4,000 | 1,425 | ||
Mr. Litwin | 2,680 | 2,300 | ||
Mr. Lockhart | 4,000 | 2,257 |
The 401(k) Savings
and Profit Sharing Plan is available to all employees who work at least
900 hours per year. Heller makes matching contributions equal to 50% of
the employees contribution, except that Hellers contribution
will not exceed 2.5% of the employees base salary or $4,000,
whichever is less. Hellers matching contributions are in the form of
shares of Class A Common Stock. We also pay the premium for term life
insurance for all regular, full-time employees. The insurance amount is
two times each employees annual base salary, with a maximum benefit
of $600,000.
|
In connection with
our hiring of Mr. Wolfert, we paid him during 1998 a sign-on bonus of
$175,000 and relocation expense reimbursement of $268,182, both of which
amounts are included in the above table as Other Compensation.
|
(7)
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Mr. Wolfert began
his employment at Heller as of December 31, 1997 and therefore received no
compensation from Heller prior to 1998.
|
Name |
Number of
securities
underlying unexercised options/SARs at fiscal year end |
Value of
unexercised
in-the-money options/SARs fiscal year end |
||
---|---|---|---|---|
Exercisable/
Unexercisable |
Exercisable/
Unexercisable |
|||
Richard J. Almeida | 0/280,000 | $0/$0 | ||
Frederick E. Wolfert | 0/160,000 | $0/$0 | ||
Lauralee E. Martin | 0/50,000 | $0/$0 | ||
Michael J. Litwin | 0/40,000 | $0/$0 | ||
Dennis P. Lockhart | 0/40,000 | $0/$0 |
Years of
Credited Service |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|
Final Average
Pay |
5 |
10 |
15 |
20 |
25 and
over |
|||||
$200,000 | $18,790 | $ 37,580 | $ 56,370 | $ 75,160 | $ 93,950 | |||||
225,000 | 21,350 | 42,700 | 64,050 | 85,400 | 106,750 | |||||
250,000 | 23,920 | 47,840 | 71,760 | 95,680 | 119,600 | |||||
275,000 | 26,480 | 52,960 | 79,440 | 105,920 | 132,400 | |||||
300,000 | 29,040 | 58,080 | 87,120 | 116,160 | 145,200 | |||||
400,000 | 39,290 | 78,580 | 117,870 | 157,160 | 196,450 | |||||
450,000 | 44,420 | 88,840 | 133,260 | 177,680 | 222,100 | |||||
500,000 | 49,540 | 99,080 | 148,620 | 198,160 | 247,700 | |||||
600,000 | 59,790 | 119,580 | 179,370 | 239,160 | 298,950 |
|
Align compensation
with Hellers business strategies and objectives.
|
|
Attract, motivate
and retain key contributors by providing a competitive mix of compensation
and benefits.
|
|
Shift the
compensation weighting mix from fixed to performance-based variable
pay.
|
|
Align short-term
and long-term incentive vehicles with Hellers success.
|
|
Support a vibrant
culture by providing an overall compensation and benefits package that
meets the needs of a diverse workforce.
|
|
Provide an
opportunity and an incentive for all members of senior management to
become significant owners of Hellers stock.
|
|
Link the interests
of the members of senior management to the interests of stockholders by
requiring those executives to own significant levels of Hellers
stock.
|
|
Ownership. Use
equity ownership opportunities where feasible as a key payout
vehicle.
|
|
Pay for
Performance. Focus and reward executives on the key measures of Heller
s success, including revenue growth, quality and quantity of managed
assets, net income, return on equity, return on investment, productivity,
enterprise-wide collaboration and the development and demonstration of
individual job competencies.
|
|
Pay Mix. Deliver
a significant portion of total compensation through performance based
incentive programs.
|
|
Pay Level. Offer
market competitive short-term and long-term incentive opportunities which,
when combined with base pay, result in total compensation commensurate
with peer group companies. Reflect in pay levels the financial industry
s best practices and design, with particular emphasis on the use of
equity ownership opportunities within the industry.
|
|
Retention. Use
compensation design to maintain or increase the personal cost of exit
for key executives.
|
|
Investor
Expectations. Incorporate elements that align the interests of Heller
s executives with the interests and expectations of public
stockholders.
|
The Compensation
Committee
|
Soichi Hirabayashi
(Chairman)
|
Michael A.
Conway
|
Takashi
Makimoto
|
[LINE CHART] Heller Financial S&P 500 PEER GROUP -------------------------------------------------- May 1, 1998 100 100 100 December 31, 1998 108.28 111.71 108.31 December 31, 1999 75.69 135.22 71.02
5/1/98 |
12/31/98 |
12/31/99 |
||||
---|---|---|---|---|---|---|
Heller Financial | $100 | $108.28 | $ 75.69 | |||
S&P 500 Index | $100 | $111.71 | $135.22 | |||
Peer Group | $100 | $108.31 | $ 71.02 |
(1) mergers or
other business combinations involving Heller;
|
(2) the acquisition
or disposition of assets by Heller;
|
(3) the incurrence
of indebtedness by Heller;
|
(4) the issuance of
any additional Common Stock or other equity securities; and
|
(5) the payment of
dividends with respect to the Common Stock.
|
(1)
|
determine matters
submitted to a vote of Hellers stockholders without the consent of
Hellers other stockholders;
|
(2) prevent or
cause a change in control of Heller; and
|
(3) take other
actions that might be favorable to Fuji Bank.
|
By Order of the
Board of Directors
|
RICHARD
J. ALMEIDA
|
Chairman of the
Board of Directors and
|
Chief Executive
Officer
|
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Dear Heller Financial Stockholder:
The 2000 Annual Meeting of Stockholders of Heller Financial, Inc. will be held at 11:00 a.m. on Thursday, May 4, 2000 at The Civic Opera House, 20 North Wacker Drive, Chicago, Illinois. Stockholders of record at the close of business on March 10, 2000 will be entitled to vote at the meeting and any adjournments.
In order to have your vote counted at the meeting, please mark the boxes on the proxy card to indicate how your shares should be voted. Sign and return your proxy as soon as possible in the enclosed postpaid envelope. To vote in accordance with the Board of Directors' recommendations, just sign and date the proxy card where indicated - no boxes need be checked.
Sincerely,
Richard J. Almeida
Chairman of the Board of Directors and
Chief Executive Officer
Please Detach Proxy Card Here
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - - - - - - - - - - - - -
You Must Detach This Portion of the Proxy Card Before Returning it in the Enclosed Envelope
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. Election of Directors
q FOR all nominees
q WITHHOLD AUTHORITY to
q *EXCEPTIONS
listed below
vote for all nominees listed below
The Board of Directors recommends a vote "FOR " the nominees listed below:
Richard J. Almeida, Michael A. Conway, Soichi Hirabayashi, Takaaki Kato, Mark Kessel, Tetsuo Kumon, Dennis P. Lockhart, Takashi Makimoto, Frank S. Ptak, Masahiro Sawada, Kenichiro Tanaka, Frederick E. Wolfert.
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in the space provided below.
*Exceptions: _________________________________________________________________________
2. Ratification of Arthur Andersen LLP
q FOR q AGAINST q ABSTAIN
as Independent
Auditors
Please sign exactly as name or names appear on this proxy. If signing in a representative capacity, please give full title.
Dated:__________________________ , 2000
_____________________________________
Signature
_____________________________________
Signature
Votes MUST be indicated (X) in black or blue ink.
(Please Sign, date and return this proxy card in the enclosed
envelope.)
[REVERSE OF CARD]
HELLER FINANCIAL, INC.
Proxy for the Annual Meeting of Stockholders
To Be Held May 4, 2000
Solicited on Behalf of the Board of Directors
The undersigned appoints Richard J. Almeida and Debra H. Snider, and each of them individually, as proxy of the undersigned, each with power to appoint his or her substitute, and authorizes each of them to vote all shares of Heller Financial, Inc. which the undersigned could vote if personally present at the 2000 Annual Meeting of Stockholders of Heller to be held on May 4, 2000 and at any adjournment, as indicated on the reverse side of this proxy. The undersigned hereby confers discretionary authority upon each such proxy to vote upon any other matter properly brought before the 2000 Annual Meeting. If no designation is made, this proxy will be voted FOR proposals 1 and 2.
SEE REVERSE SIDE
COMMENTS:________________________________
_____________________________________
_____________________________________
_____________________________________
If you have written in the above space, please mark
the comments notification box on the reverse
side.