8-K

 
                      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



                                April 27, 1994
                      (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)

 
Item 5.   Other Events
- - -------   ------------

     On April 27, 1994, the Registrant issued $200,000,000 principal amount of
     its Floating Rate Notes due April 27, 1999, under its Registration
     Statement on Form S-3, File No. 33-58716 (the "Registration Statement") and
     pursuant to a Prospectus Supplement dated April 20, 1994.


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

(c)  Exhibits.

     4 (a)  Specimen Note for $200,000,000 Floating Rate Notes due April 27, 
1999.



 
                                      SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  May 2, 1994



                                         HELLER FINANCIAL, INC.

                                         By:  Richard J. Almeida
                                              ------------------ 
                                              Richard J. Almeida
                                              Executive Vice President
                                              and Chief Financial 
                                              Officer

 
                                 EXHIBIT INDEX

                                                               Sequentially
Exhibit                                                          Numbered
Number                                                             Pages
- - ------                                                             -----

4 (a)   Specimen Note for $200,000,000 Floating Rate               4-12
        Notes due April 27, 1999

EX-4

 
                             HELLER FINANCIAL, INC.
                               FLOATING RATE NOTE
                               DUE APRIL 27, 1999

NO. R-2
CUSIP NO. 423328 AZ 6                                          U.S. $100,000,000

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC" OR THE "DEPOSITORY"), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

     HELLER FINANCIAL, INC., a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the sum of 100,000,000 Dollars on April 27, 1999, and to pay
interest (computed on the basis of the actual number of days in the applicable
Interest Period (as hereinafter defined) divided by 360) thereon from and
including April 27, 1994, or from and including the most recent Interest Payment
Date (as hereinafter defined) to which interest has been paid or duly provided
for, quarterly, to but excluding the immediately following January, April, July
or October 27, as the case may be (each an "Interest Period"), on the twenty-
seventh day of each January, April, July or October, commencing July 27, 1994
(each an "Interest Payment Date") to but excluding April 27, 1999 (the "Maturity
Date"), until the principal hereof is paid or has been duly provided for, or
upon earlier repayment, at the rate per annum, subject to adjustment on the
first day of any Interest Period (each an "Interest Reset Date"), determined by
using "LIBOR" (as hereinafter defined) plus the "Spread" (as hereinafter
defined) for the applicable Interest Period.  The "Spread" for each Interest
Period shall be 25/100ths of 1%.  LIBOR shall be determined on each "Interest
Determination Date" (as hereinafter defined) by the "Calculation Agent" (which
shall initially be the Company) who will (i) ascertain the offered rate for
three-month deposits in U.S. dollars in the London interbank market which
appears on the Telerate Page 3750 as of 11:00 a.m. (London time) on such
Interest Determination Date; (ii) if such rate does not appear on the Telerate
Page 3750, or the Telerate Page 3750 is unavailable, the Calculation Agent will
request the London offices of The Bank of Tokyo, Ltd., Bankers Trust Company,
Barclays Bank PLC and National Westminster Bank PLC or any duly appointed
substitute reference bank (the "Reference Banks") to

 
provide the Calculation Agent with its offered quotation (expressed as a rate
per annum) for three-month deposits in U.S. dollars to leading banks in the
London interbank market at approximately 11:00 a.m. (London time) on the
Interest Determination Date; if at least two such quotations are provided, LIBOR
in respect of that Interest Determination Date will be the arithmetic mean of
such quotations; or (iii) if less than two of the Reference Banks provide the
Calculation Agent with such offered quotations, LIBOR in respect of that
Interest Determination Date will be the arithmetic mean of the rates quoted by
three major banks in The City of New York (selected by the Calculation Agent) at
approximately 11:00 a.m., New York City time, on that Interest Determination
Date for three-month loans in U.S. dollars to leading European banks, in a
principal amount equal to an amount of not less than U.S. $1 million that is
representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this sentence, LIBOR will be LIBOR in effect on such
Interest Determination Date.  All percentages resulting from any calculations
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point (with five one-millionths of a percentage point being rounded
upward).  The term "London Business Day" means a day on which dealings in
deposits in United States dollars are transacted in the London interbank market.
The term "Interest Determination Date" means the second London Business Day
preceding the Interest Reset Date for each Interest Period.  The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in said Indenture, be paid to the Person in whose name this
Note (or one or more Predecessor Securities, as defined in said Indenture) is
registered at the close of business on the fifteenth calendar day preceding an
Interest Payment Date.  Such interest shall be payable by check mailed to the
person entitled thereto.  Any such Interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered Holder on
each Interest Payment Date and may be paid to the Person in whose name this Note
(or one or more Predecessor Securities) is registered at the close of business
on a record date not more than 15 days and not less than 10 days prior to the
date fixed by the Trustee for payment of such defaulted interest and not less
than 10 days after the receipt by the Trustee from the Company of notice of the
proposed payment, notice of which record date shall be given to Holders of Notes
not less than 10 days prior to such record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.  The
interest payment at

                                      -2-

 
maturity will include interest accrued to but excluding the Maturity Date and
will be payable to the person to whom principal is payable.  Payments of
principal and such interest will be made by wire transfer of immediately
available funds to a designated account maintained in the United States.
Notwithstanding the foregoing, a holder of $10,000,000 or more in aggregate
principal amount of Notes in definitive form shall be entitled to receive
payments of interest by wire transfer of immediately available funds, provided
that payment instructions have been received by the Paying Agent in writing by
not less than 15 calendar days prior to the applicable Interest Payment Date.
If any Interest Payment Date would otherwise be a day that is not a Business
Day, payment of interest on such Interest Payment Date will be postponed to the
next day that is a Business Day.

     Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture, or be valid
or obligatory for any purpose.



                       *               *               *

                                      -3-

 
     IN WITNESS WHEREOF, the Company has caused this instrument to be duly 
executed under its corporate seal.

     THIS GLOBAL NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR OF THE
DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.

DATED:  April 27, 1994

                                           HELLER FINANCIAL, INC.



                                           By:____________________________
                                              Executive Vice President and
                                                 Chief Financial Officer


[Seal]

ATTEST:


________________________


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Notes of the series designated and referred to in the
within-mentioned Indenture.
 
                                       THE FIRST NATIONAL BANK OF BOSTON,
                                         as Trustee

 
                                       By:_____________________________
                                              Authorized Signatory

                                      -4-

 
                               [Reverse of Note]

                             HELLER FINANCIAL, INC.
                               FLOATING RATE NOTE
                               DUE APRIL 27, 1999


     This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the Company,
all such Securities issued and to be issued under an Indenture for Senior
Securities (herein, together with all indentures supplemental thereto, called
the "Indenture") dated as of February 24, 1993, between the Company and The
First National Bank of Boston, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a specification of the rights
and limitation of rights thereunder of the Holders of the Securities and of the
rights, obligations, duties and immunities of the Trustee and of the Company. As
provided in the Indenture, the Securities may be issued in one or more series,
which different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series designated on the face
hereof (the "Notes").

     The Notes are not redeemable by the Company prior to maturity and do not
provide for any sinking fund.

     If any Event of Default with respect to the Notes, as defined in the
Indenture, shall occur and be continuing, the principal of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.

     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding, as defined
in the Indenture, of each series of Securities to be affected thereby.  The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, as defined in the Indenture, on behalf of the Holders of all
the Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences

 
with respect to such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series.  Any such consent or waiver by
the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the transfer
herefor or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Note is transferable on the Securities Register of the Company, upon
surrender of this Note for registration of transfer at the office or agency of
the Company to be maintained for that purpose in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in the form satisfactory to the Company and the Securities Registrar
duly executed by, the Holder herefor or his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.

     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple of $1,000.  As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a like tenor and
of a different authorized denomination, as requested by the Holder surrendering
the same.

     This Security is exchangeable by the Company only if (x) the Depository
notifies the Company that it is unwilling or unable to continue as Depository
for this global Note or if at any time the Depository ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Note shall be exchangeable
for certificated Notes in registered form or (z) an Event of Default, or an
event which with the passage of time or the giving of notice would become an
Event of Default, with respect to the Notes represented hereby has occurred and
is continuing, provided that the certificated Notes so issued by the Company in
exchange for this permanent global Note shall be in denominations of $1,000 and
any integral multiple of $1,000 in excess thereof and be of like aggregate
principal amount and tenor as the portion of this permanent global Note to be

                                      -2-

 
exchanged, and provided further that, unless the Company agrees otherwise, Notes
of this series in certificated registered form will be issued in exchange for
this permanent global Note, or any portion hereof, only if such Notes in
certificated registered form were requested by written notice to the Trustee or
the Securities Registrar by or on behalf of a Person who is beneficial owner of
an interest hereof given through the Holder hereof.  Except as provided above,
owners of beneficial interests in this permanent global Note will not be
entitled to receive physical delivery of Notes in certificated registered form
and will not be considered the Holders thereof for any purpose under the
Indenture.

     No recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture of any indenture supplemental thereto or in this Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or indirectly through the Company or any successor corporation, under
any rule of law, statute or constitutional provision or by the enforcement of
any assessment, penalty or by any legal or equitable proceeding or otherwise,
all such liability being expressly waived and released by the acceptance hereof
and as a condition of and as part of the consideration for the issue hereof.

     The Indenture with respect to any series will be discharged and
cancelled except for certain Sections thereof, subject to the terms of the
Indenture, upon the payment of all the Securities of such series or upon the
irrevocable deposit with the Trustee of cash or Government Obligations (or a
combination thereof) sufficient for such payment in accordance with Article VI
of the Indenture.

     Certain terms used in this Note which are defined in the Indenture have the
meanings set forth therein.

     This Note shall for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

     The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue and notwithstanding
any notation of ownership or other writing hereon, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

                                      -3-

 
                                 ABBREVIATIONS

     The following abbreviations, when used in the inscription of the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

       TEN COM - as tenants in common
       TEN ENT - as tenants by the entireties
       JT TEN  - as joint tenants with right of survivorship
                 and not as tenants in common
       UNIF GIFT MIN ACT -
          ___________________ Custodian ______________________
                (Cust)                         (Minor)

          Under Uniform Gifts to Minors Act

          ____________________________________________________


     Additional abbreviations may also be used though not in the above list.

                           __________________________

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


  PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

 __________________________________
|                                  |
|__________________________________|


________________________________________________________________________________
           (Please Print or Typewrite Name and Address of Assignee)

the within instrument of HELLER FINANCIAL, INC. and does hereby irrevocably
constitute and appoint _________________________________________________________
____________________________ Attorney to transfer said instrument on the books 
of the within-named Company, with full power of substitution in the premises.

Dated _____________                                _____________________________
                                                            Signature

 
  NOTICE:  The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular, without
alteration by enlargement or any change whatever.

                                      -2-