For immediate release

The Federal Reserve Board today announced its approval of the application of The Fuji Bank, Limited, Tokyo, Japan, to acquire through its subsidiary, Heller Financial, Inc., Chicago, Illinois, all the outstanding voting shares of HealthCare Financial Partners, Inc., Chevy Chase, Maryland. Attached is the Boards Order relating to this action.

The Fuji Bank, Limited Tokyo, Japan Order Approving Notice to Engage in Nonbanking Activities

The Fuji Bank, Limited ("Fuji"), a bank holding company within the meaning of the Bank Holding Company Act ("BHC Act"), has requested the Board's approval under section 4(c)(8) of the BHC Act (12 U.S.C. � 1843(c)(8)) and section 225.24 of the Board's Regulation Y (12 C.F.R. � 225.24) to acquire through its subsidiary, Heller Financial, Inc., Chicago, Illinois ("Heller"), all the outstanding voting shares of HealthCare Financial Partners, Inc., Chevy Chase, Maryland ("HealthCare"), and thereby engage in the following activities: (1) extending credit and servicing loans and activities related to extending credit pursuant to section 225.28(b)(1) and (b)(2) of Regulation Y (12 C.F.R. � 225.28(b)(1) & (b)(2)); (2) leasing personal and real property pursuant to section 225.28(b)(3) of Regulation Y (12 C.F.R. � 225.28(b)(3)); (3) providing financial and investment advisory services pursuant to section 225.28(b)(6) of Regulation Y (12 C.F.R. � 225.28(b)(6)); and (4) providing management consulting services pursuant to section 225.28(b)(9) of Regulation Y (12 C.F.R. � 225.28(b)(9)). Notice of the proposal, affording interested persons an opportunity to submit comments, has been published (64 Federal Register 33,081 (1999)). The time for filing comments has expired, and the Board has considered the notice and all comments received in light of the factors set forth in section 4(c)(8) of the BHC Act. Fuji, with total consolidated assets of approximately $486 billion, is the fifth largest banking organization in Japan and the twelfth largest banking organization in the world. 1 In the United States, Fuji controls Fuji Bank and Trust Company and 16.8 percent of the voting shares of Yasuda Bank and Trust Company, both in New York, New York. Fuji also operates branches in New York, New York; and Chicago, Illinois; and agencies in Los Angeles, California; Atlanta, Georgia; Houston, Texas; and San Francisco, California. The Board previously has determined by regulation that extending credit and engaging in activities related to extending credit, leasing, and providing financial and investment advisory and management consulting services are closely related to banking and permissible for bank holding companies under section 4(c)(8) of the BHC Act. Notificant has committed that it will conduct these activities in accordance with the limitations set forth in Regulation Y and the Board's orders and interpretations relating to each of these activities. 2 In order to approve the proposal, the Board also must determine that performance of the proposed activities is a proper incident to banking, that is, that the performance of the proposed activities by Fuji "can reasonably be expected to produce benefits to the public . . . that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interests, or unsound banking practices." 12 U.S.C. � 1843(c)(8). As part of its evaluation of these factors, the Board considers the financial and managerial resources of the notificant and the effect of the transaction on those resources.3 In this case, the acquisition of HealthCare would be made and funded by Heller, and therefore would not require additional financial or managerial resources from Fuji. The proposed transaction would not involve significant risk, and would not represent a significant expansion of Fuji's U.S. operations, but rather a further development of existing business lines by Heller, which has a record of successfully managing similar activities. The most recently reported capital ratios of Fuji exceed the relevant risk-based capital standards established under the Basle Accord, and the proposed transaction is not expected to have a material effect on the capital of the consolidated organization. The Board has also considered recent financial statements, including pro forma financial statements and other available information, and the condition of the U.S. operations of Fuji. Based on these and other facts of record, including information regarding Heller's financial condition and managerial resources and relevant supervisory information, the Board has determined that financial and managerial considerations are consistent with approval. The Board also has carefully considered the competitive effects of the proposed acquisition of HealthCare. Heller currently engages in most of the activities conducted by HealthCare. The Board notes that the markets for lending and leasing and other specialty financial services are unconcentrated and that there are numerous providers of these services. There is also a high level of competition in the markets for the financial advisory and management consulting services that HealthCare provides through its subsidiaries. Consummation of the proposal would have a de minimis effect on competition, and the Board has determined that the proposal would not have a significantly adverse effect on competition in any relevant market. The Board expects that the proposed transaction would give Fuji an increased ability to serve the needs of its customers and would allow Fuji to provide existing and new customers with a broader range of products and services at lower costs. The Board also expects that combining the expertise of Heller and HealthCare would allow Heller to be a more effective competitor in the health care financing industry. In addition, there are public benefits to be derived from permitting capital markets to operate so that bank holding companies can make potentially profitable investments in nonbanking companies and from permitting banking organizations to allocate their resources in the manner they consider to be most efficient when such investments are consistent, as in this case, with the relevant considerations under the BHC Act. Based on the foregoing and all the other facts of record, including the commitments made by Fuji, the Board has determined that the performance of the proposed activities by Fuji can reasonably be expected to produce benefits to the public that would outweigh any possible adverse effects under the proper incident to banking standard of section 4(c)(8) of the BHC Act. Conclusion Based on all the facts of record, including all the commitments and representations made by the notificant, and subject to all the terms and conditions set forth in this order, the Board has determined that the notice should be, and hereby is, approved. This determination is subject to all the conditions set forth in the Board's Regulation Y, including those in sections 225.7 and 225.25(c) (12 C.F.R. �� 225.7 and 225.25(c)), and to the Board's authority to require modification or termination of the activities of a bank holding company or any of its subsidiaries as the Board finds necessary to assure compliance with, or to prevent evasion of, the provisions and purposes of the BHC Act and the Board's regulations and orders issued thereunder. The Board's decision is specifically conditioned on compliance with all the commitments made in the notice, including the commitments and conditions discussed in this order. The commitments and conditions relied on in reaching this decision shall be deemed to be conditions imposed in writing by the Board in connection with its findings and decision and, as such, may be enforced in proceedings under applicable law. This proposal shall not be consummated later than three months after the effective date of this order, unless such period is extended for good cause by the Board or the Federal Reserve Bank of New York, acting pursuant to delegated authority.

By order of the Board of Governors,4 effective July 20, 1999. (signed) Robert deV. Frierson Robert deV. Frierson Associate Secretary of the Board

Footnotes 1 Asset data are as of March 31, 1999. Foreign ranking data are as of December 31, 1997, adjusted to date for significant mergers and acquisitions. 2 HealthCare also engages in certain real estate investment activities that are not permissible for a bank holding company under section 4 of the BHC Act. Fuji has committed that it will conform the real estate activities of HealthCare to the requirements of section 4 of the BHC Act within two years after consummation of the proposal, and will cease making any impermissible real estate investments within six months of consummation of the proposal. 3 See 12 C.F.R. � 225.26; The Fuji Bank, Limited, 75 Federal Reserve Bulletin 94 (1989); Bayerishe Vereinbank AG, 73 Federal Reserve Bulletin 155 (1987). 4 Voting for this action: Chairman Greenspan and Governors Kelley, Meyer, Ferguson, and Gramlich.

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1999 Orders on banking applications