AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 2004
INVESTMENT COMPANY ACT FILE NO. 811-07359
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U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C.
20549
SCHEDULE TO
ISSUER TENDER OFFER STATEMENT
(Under Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. ___)
HYPERION STRATEGIC BOND FUND, INC.
(Name of Issuer and Person Filing Statement)
Shares of Common Stock, Par Value $.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
JOHN H. DOLAN, PRESIDENT
HYPERION STRATEGIC BOND FUND, INC.
ONE LIBERTY PLAZA, 165 BROADWAY, 36th FLOOR
NEW YORK, NY 10006-1404
1-800-HYPERION
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Person Filing Statement)
With copies to:
DAVID C. MAHAFFEY
SULLIVAN & WORCESTER LLP
1666 K STREET, N.W.
WASHINGTON, D.C. 20006
CALCULATION OF FILING FEE
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Transaction Valuation: $2,000,000* Amount of Filing Fee: $400**
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* Calculated as the aggregate maximum purchase price to be paid for (i)
292,825 shares in the offer, based upon the net asset value per share
($6.83) on July 30, 2004.
** Calculated as 1/50th of 1% of the Transaction Valuation.
| | Check 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:_______________ Filing Party:__________________
Form or Registration No.:_______________ Date Filed:___________________
| | 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:
| | third-party tender offer subject to Rule 14d-1.
|X| 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: | |
Item 1. Summary Term Sheet.
Reference is made to the Summary Term Sheet of the Offer to Purchase
that is attached as Exhibit (a)(1)(i) and is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is the Hyperion Strategic Bond Fund, Inc.
The address and telephone number of its principal offices are One Liberty Plaza,
165 Broadway, 36th Floor, New York, NY 10006-1404.
(b) The title of the securities being sought is shares of common stock,
par value $.001 per share (the "Shares"), of the Fund. As of July 30, 2004 there
were approximately 20,297,543.329 million Shares issued and outstanding.
(c) The Shares are not currently traded on an established secondary
trading market.
Item 3. Identity and Background of Filing Person.
The Fund is tendering for its own shares.
Item 4. Terms of the Transaction.
(a)(1)(i) The Fund is seeking tenders for 292,825 shares of its
common stock (the "Offer").
(ii) For each Share tendered, the security holder will receive a
cash amount equal to the net asset value per Share (the
"NAV") calculated on the day the tender offer terminates,
upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 31, 2004 (the "Offer to
Purchase"). A copy of the Offer to Purchase and the related
Letter of Transmittal is attached hereto as Exhibit
(a)(1)(i) and Exhibit (a)(1)(ii), respectively. Reference is
hereby made to the cover page and Section 1 "Price; Number
of Shares" of the Offer to Purchase, which are incorporated
herein by reference.
(iii) The Offer is scheduled to expire on September 30, 2004,
unless extended.
(iv) Not applicable.
(v) Reference is hereby made to Section 1 "Price; Number of
Shares" and Section 13 "Extension of Tender Period;
Termination; Amendments" of the Offer to Purchase, which are
incorporated herein by reference.
(vi) Reference is hereby made to Section 3 "Withdrawal Rights"
of the Offer to Purchase, which is incorporated herein by
reference.
(vii) Reference is hereby made to the Cover Page, Section 2
"Procedure for Tendering Shares" and Section 3 "Withdrawal
Rights" of the Offer to Purchase, which are incorporated
herein by reference.
(viii) Reference is hereby made to Section 2 "Procedure for
Tendering Shares" of the Offer to Purchase, which is
incorporated herein by reference.
(ix) Reference is hereby made to the cover page and Section 1
"Price; Number of Shares" of the Offer to Purchase, which
are incorporated herein by reference.
(x) Reference is hereby made to Section 7 "Certain Effects of
the Offer" of the Offer to Purchase, which is incorporated
herein by reference.
(xi) Reference is hereby made to Section 2 "Procedure for
Tendering Shares" and Section 12 "Certain Federal Income Tax
Consequences" of the Offer to Purchase, which are
incorporated herein by reference.
(xii) Reference is hereby made to Section 12 "Certain Federal
Income Tax Consequences" of the Offer to Purchase, which is
incorporated herein by reference.
(2) Not applicable.
(b) The Fund has been informed that no Directors, officers or
affiliates of the Fund intend to tender Shares pursuant to
the Offer.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
None.
Item 6. Purposes of the Transaction and Plans and Proposals.
(a) Reference is hereby made to Section 6 "Purpose of the Offer"
of the Offer to Purchase, which is incorporated herein by reference.
(b) Reference is hereby made to Section 7 "Certain Effects of the
Offer" of the Offer to Purchase, which is incorporated herein by reference.
(c)(1) None.
(2) None.
(3) None.
(4) None.
(5) None.
(6) None.
(7) None.
(8) None.
(9) None.
(10) None.
Item 7. Source and Amount of Funds or Other Considerations.
(a) Reference is hereby made to Section 8 "Source and Amount of Funds"
of the Offer to Purchase, which is incorporated herein by reference.
(b) None.
(d)(1) The Fund has sufficient cash to purchase the tendered shares;
however the Fund may borrow all or part of the funds necessary to complete the
tender offer by executing a 90 day reverse repurchase agreement between the Fund
and Morgan Stanley and Company. The collateral for the agreement would consist
of a portion of a Credit Suisse First Boston 2003-C5 A2 bond, and the rate of
the agreement would be set at LIBOR plus 10 basis points.
(2) The Fund would continue to finance the reverse repurchase
agreement, which is consistent with the Fund's investment strategy.
Item 8. Interest in Securities of the Subject Company.
(a) The Fund does not own any treasury shares. The following executive
Officers and Directors currently own shares:
Thomas F. Doodian, Treasurer - 35.977 Shares
Julie S. Madnick, Portfolio Manager - 35.977 Shares
Joseph Tropeano, Secretary - 35.977 Shares
Jeffrey C. Williams, Portfolio Manager - 35.976 Shares
(b) On July 1, 2004, the Virginia Retirement System purchased
4,016,064.257 Shares at a price of $7.47 per Share. The transaction was
effected by wire in New York.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) None.
(b) None.
Item 10. Financial Statements.
(a) The Fund's financial statements for the fiscal years ended
July 31, 2002 and 2003, have been audited by Schwartz & Hofflich LLP whose
reports, along with the Fund's financial statements, are included in the Fund's
2002 and 2003 Annual Reports respectively, which are incorporated herein by
reference. The unaudited financial information of the Fund for the six months
ended January 31, 2004 is included in the Fund's 2004 Semi-Annual Report, which
is incorporated herein by reference.
(b) Not applicable.
Item 11. Additional Information.
(a) None.
(b) The offer to Purchase is incorporated herein by reference in
its entirety.
Item 12. Exhibits.
(a)(1)(i) Offer to Purchase.
(ii) Form of Letter of Transmittal.
(iii) Letter to Stockholders. (iv) Announcement.
(2)-(4) Not applicable.
(5)(i) Audited Financial Statements of the Fund for the fiscal
year ended July 31, 2002.*
(ii) Audited Financial Statements of the Fund for the fiscal
year ended July 31, 2003.**
(iii) Unaudited Financial Statements of the Fund for the
six-months ended January 31, 2004.***
(iv) Consent of Schwartz & Hofflich LLP.
* Incorporated by reference to the Fund's Annual Report for the fiscal
year ended July 31, 2002 on Form N-30D as filed with the Securities and
Exchange Commission ("SEC") on September 30, 2002.
** Incorporated by reference to the Fund's Annual Report for the fiscal year
ended July 31, 2003 on form N-CSR as filed with the SEC on October 9, 2003.
*** Incorporated by reference to the Fund's Semi-Annual Report for the six-
months ended January 31, 2004 on Form N-CSRS as filed with the SEC on
April 8, 2004.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
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.
Hyperion Strategic Bond Fund, Inc.
By: /s/ John H. Dolan
______________________________
John H. Dolan
President
August 31, 2004
EXHIBIT INDEX
Exhibit
(a)(1) (i) Offer to Purchase.
(ii) Form of Letter of Transmittal.
(iii) Letter to Stockholders.
(iv) Announcement.
(5) (iv) Consent of Schwartz & Hofflich LLP.