SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 23, 1999 (April 19,
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1999)
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HEALTHCARE FINANCIAL PARTNERS, INC.
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(Exact Name of Registrant as Specified in
Charter)
Delaware 0-21425 58-1844418
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2 Wisconsin Circle, Fourth Floor, Chevy Chase, Maryland 20815
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (301) 961-1640
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On April 19, 1999, HealthCare Financial Partners, Inc. ("HFP") entered into an
Agreement and Plan of Merger (the "Merger Agreement") with Heller Financial,
Inc. ("Heller") and its wholly-owned subsidiary, HF5, Inc. ("Subsidiary"). The
Merger Agreement provides for the acquisition of HFP by Heller pursuant to the
merger (the "Merger") of HFP with and into Subsidiary.
The Merger Agreement provides for consideration with a value of $35 (subject
to adjustment as provided below) for each share of common stock, $.01 par value
per share, of HFP ("HFP Common Stock") issued and outstanding immediately prior
to the effective time of the Merger (other than treasury shares and shares of
dissenting stockholders) to be paid to the holders of HFP Common Stock. The per
share consideration value of $35 is subject to adjustment based upon an average
of the closing prices of the common stock, Class A, $.25 par value per share, of
Heller ("Heller Common Stock") for a ten-day trading period prior to the closing
of the Merger.
Holders of HFP Common Stock may elect to receive their consideration in the
form of cash or Heller Common Stock as provided in the Merger Agreement;
provided, however, that adjustments to such elections will be made so that the
amount of cash to be paid to HFP stockholders at the closing of the Merger is as
close as practicable to, but not in excess of, 59% of the aggregate
consideration value to be paid to the HFP stockholders, and the value of the
number of shares of Heller Common Stock to be paid to the HFP stockholders at
the closing of the Merger is as close as practicable to, but in no event less
than, 41% of the aggregate consideration value to be paid to the HFP
stockholders. The number of shares of HFP Common Stock to be converted into the
right to receive Heller Common Stock shall be determined in accordance with a
formula set forth in the Merger Agreement.
In addition, pursuant to the Stock Option Agreement, dated April 19, 1999 (the
"Option Agreement"), between HFP and Heller, HFP has granted Heller an option
(the "Option") to acquire upon the occurrence of certain events, up to 2,670,786
shares of HFP Common Stock (but in no event more than 19.9% of the HFP Common
Stock issued and outstanding, without giving effect to any shares subject to or
issued pursuant to the Option) at a price of $28.50 per share. The Option
Agreement provides for a mechanism by which the "total profit" (as defined in
the Option Agreement) received by Heller as a result of the sale or exercise of
the Option may not exceed $24,150,000 or be less than $14,490,000. The Option
becomes exercisable upon the occurrence of certain events set forth in the
Option Agreement, including the agreement by HFP, without the consent of Heller,
to engage in a merger or acquisition transaction with another party or the
acquisition by another party of 20% or more of the outstanding shares of HFP
Common Stock.
The consummation of the transactions contemplated by the Merger Agreement is
subject to the approval of the stockholders of HFP, receipt of appropriate
regulatory approvals, including
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approvals under the Federal Bank Holding Company Act of 1956, as amended, and
the satisfaction of certain other conditions contained in the Merger Agreement.
Copies of the Merger Agreement and the Option Agreement are attached hereto as
Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference
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herein. The foregoing discussion does not purport to be complete and is
qualified in its entirety by reference to the Merger Agreement and the Option
Agreement, respectively.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
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99.1 Agreement and Plan of Merger, dated as of April 19, 1999, among
Heller Financial, Inc., HealthCare Financial Partners, Inc. and
HF5, Inc. Exhibit 99.1 contains a list briefly identifying the
contents of Schedules and Exhibits, all of which have been
omitted. The Registrant agrees to furnish supplementally a copy
of any omitted Schedule or Exhibit to the Securities and
Exchange Commission upon request.
99.2 Stock Option Agreement, dated as of April 19, 1999, between
Heller Financial, Inc. and HealthCare Financial Partners, Inc.
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SIGNATURES
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.
HEALTHCARE FINANCIAL PARTNERS, INC.
Date: April 21, 1999 By: /s/ Edward P. Nordberg, Jr.
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Edward P. Nordberg, Jr.
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Agreement and Plan of Merger, dated as of April 19, 1999, among Heller
Financial, Inc., HealthCare Financial Partners, Inc. and HF5, Inc.
Exhibit 99.1 contains a list briefly identifying the contents of
Schedules and Exhibits, all of which have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted Schedule or
Exhibit to the Securities and Exchange Commission upon request.
99.2 Stock Option Agreement, dated as of April 19, 1999, between Heller
Financial, Inc. and HealthCare Financial Partners, Inc.
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