SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 2)
HELLER FINANCIAL, INC.
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(Name of Subject Company (Issuer))
HAWK ACQUISITION CORP. (OFFEROR)
a wholly-owned subsidiary of
GENERAL ELECTRIC CAPITAL CORPORATION
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(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
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(Title of Class of Securities)
423328103
(Class A Common Stock)
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(CUSIP Number of Class of Securities)
Nancy E. Barton, Esq.
General Electric Capital Corporation
260 Long Ridge Road
Stamford, Connecticut 06927
(203) 357-8000
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(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:\1074200\05\N0%W05!.DOC\47660.2024
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$5,510,186,625 $1,102,037.33
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* 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: [ ]
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This Amendment No. 2 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"). On August 20, 2001,
Purchaser and GE Capital filed Amendment No. 1 to the Schedule TO. 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 August 30, 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 Monday,
October 1, 2001. The full text of the press release is set forth in Exhibit
(a)(1)(I) hereto and is incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
At 11:59 p.m., New York City time, on August 27, 2001, the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, expired without comment from the antitrust division of the U.S.
Department of Justice and the Federal Trade Commission.
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.*
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(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.
(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.
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* Previously filed.
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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: August 30, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(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.
(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.
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* Previously filed.
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