AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 2010
INVESTMENT COMPANY ACT FILE NO. 811-07359
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. ___)
650 HIGH INCOME FUND, INC.
(Name of Issuer and Person Filing Statement)
Shares of Common Stock, Par Value $0.001 per share
(Title of Class of Securities)
N/A
(CUSIP Number of Class of Securities)
CLIFFORD E. LAI, PRESIDENT
650 HIGH INCOME FUND, INC.
650 MADISON AVENUE, 19TH FLOOR
NEW YORK, NY 10022
1-212-558-2000
(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: $7,200,000* Amount of Filing Fee: $513.36**
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* Calculated as the aggregate maximum purchase price to be paid for (i)
12,413,793 shares in the offer, based upon the net asset value per share
$0.58 on July 31, 2010.
** Calculated at $71.30 per $1,000,000 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 650 High Income Fund, Inc. The address of its
principal offices is 650 Madison Avenue, 19th Floor, New York, NY 10022, and its
telephone number is 1-212-558-2000.
(b) The title of the securities being sought is shares of common stock, par
value $.001 per share (a "Share" or the "Shares", in singular and plural form
respectively), of the Fund. As of July 31, 2010, there were approximately
59,132,236 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 12,413,793 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 September 2,
2010 (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, 2010, 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) No directors or officers of the Fund intend to tender Shares pursuant
to the Offer. The Fund has been informed that Promark Global Advisors,
which under the Employee Retirement Income Security Act of 1974, as
amended, exercises discretionary control over the voting and
disposition of 58,868,528 of the Fund's 59,132,236 outstanding Shares,
intends to tender some of its 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) None.
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:
Clifford E. Lai, President and Director - 77 Shares
Julie Madnick, Vice President - 165 shares
(b) None.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
(a) None.
Item 10. Financial Statements.
(a) The Fund's financial statements for the fiscal years ended July 31,
2008 and July 31, 2009 have been audited by BBD, LLP whose reports, along with
the Fund's financial statements, are included in the Fund's 2008 Annual Report
and 2009 Annual Report, respectively, which are incorporated herein by
reference. The Fund's unaudited financial statements for the six months ended
January 31, 2010 are included in the Fund's 2010 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.
(a)(5)(i) Audited Financial Statements of the Fund for the fiscal year
ended July 31, 2008.*
(ii) Audited Financial Statements of the Fund for the fiscal year
ended July 31, 2009.**
(iii) Unudited Financial Statements of the Fund for the six months
ended January 31, 2010.***
(iv) Consent of BBD LLP.
* Incorporated by reference to the Fund's Annual Report for the fiscal year
ended July 31, 2008 on form N-CSR as filed with the Securities and Exchange
Commission ("SEC") on October 7, 2008.
** Incorporated by reference to the Fund's Annual Report for the fiscal
year ended July 31, 2009 on form N-CSR as filed with the SEC on October 7, 2009.
*** Incorporated by reference to the Fund's Semiannual Report for the six
months ended January 31, 2010 on form N-CSR as filed with the SEC on April 5,
2010.
(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.
650 High Income Fund, Inc.
By: /s/ Clifford E. Lai
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Clifford E. Lai
President
September 2, 2010
EXHIBIT INDEX
Exhibit
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(a)(1) (i) Offer to Purchase.
(ii) Form of Letter of Transmittal.
(iii) Letter to Stockholders.
(iv) Announcement.
(5) (iv) Consent of BBD, LLP.