AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON August 29, 2008
INVESTMENT COMPANY ACT FILE NO. 811-21466
____________________________________________________________________________
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ___)
HYPERION BROOKFIELD INCOME FUND, INC.
(Name of Issuer and Filing Person)
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
HYPERION BROOKFIELD INCOME FUND, INC.
THREE WORLD FINANCIAL CENTER
200 VESEY STREET, 10th FLOOR
NEW YORK, NY 10281-1010
1-800-HYPERION
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Person)
With copies to:
MICHAEL R. ROSELLA
PAUL, HASTINGS, JANOFSKY & WALKER LLP
PARK AVENUE TOWER
75 EAST 55TH STREET
NEW YORK, NY 10022
CALCULATION OF FILING FEE
___________________________________________________________________________
Transaction Valuation: $35,000,000(*) Amount of Filing Fee: $1375.50(**)
___________________________________________________________________________
(*) Calculated as the aggregate maximum purchase price to be paid for
(i) 13,207,547 shares in the offer, based upon the net asset value per
share ($2.65) on July 31, 2008.
(**) Calculated at $39.30 per $1,000,000 of the Transaction Valuation.
|_| 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: _______________ 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 Hyperion Brookfield Income Fund, Inc. (the
"Fund"). The address of its principal offices is Three World Financial Center,
200 Vesey Street, 10th Floor, New York, NY 10281-1010, and its telephone number
is 1-800-HYPERION.
(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 August 22, 2008, there were approximately
53,221,248 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.
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(a)(1) (i) The Fund is seeking tenders for 13,207,547 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 29, 2008 (the "Offer to
Purchase"). Copies of the Offer to Purchase and the
related Letter of Transmittal are 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, 2008,
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 General Motors Investment Management Corporation,
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which under the Employee Retirement Income Security Act of 1974, as amended,
exercises discretionary control over the voting and disposition of 40,122,085 of
the Fund's 53,221,248 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 Consideration.
(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) Reference is hereby made to Section 8 "Source and Amount of
Funds" of the Offer to Purchase, which is incorporated herein by reference.
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 Chairman of the Board - 24.5
Shares
John J. Feeney, Jr., Vice President - 24.5 Shares
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Thomas F. Doodian, Treasurer - 58.764 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, 2006 and July 31, 2007 have been audited by Briggs, Bunting & Dougherty LLP
whose reports, along with the Fund's financial statements, are included in the
Fund's 2006 Annual Report and 2007 Annual Report, respectively, which are
incorporated herein by reference. The Fund's unaudited semi-annual financial
statements for the six months ended January 31, 2008 included in the Fund's 2008
Semi-Annual Report also are 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, 2006.(*)
(ii) Audited Financial Statements of the Fund for the fiscal
year ended July 31, 2007.(**)
(iii) Unaudited Semi-Annual Report of the Fund for the six
months ended January 31, 2008.(***)
(iv) Consent of Briggs, Bunting & Dougherty LLP.
(*) Incorporated by reference to the Fund's Annual Report for the fiscal
year ended July 31, 2006 on form N-CSR as filed with the Securities and Exchange
Commission ("SEC") on October 6, 2006.
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(**) Incorporated by reference to the Fund's Annual Report for the fiscal
year ended July 31, 2007 on form N-CSR as filed with the SEC on October 9, 2007.
(***) Incorporated by reference to the Fund's Semi-Annual Report for the six
months ended January 31, 2008 on Form N-CSRS as filed with the SEC on
April 9, 2008.
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
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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 Brookfield Income Fund, Inc.
By:/s/ Clifford E. Lai
-------------------
Clifford E. Lai
President
August 29, 2008
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EXHIBIT INDEX
Exhibit
(a)(1) (i) Offer to Purchase.
(ii) Form of Letter of Transmittal.
(iii) Letter to Stockholders.
(iv) Announcement.
(5) (iii) Consent of Briggs, Bunting & Dougherty LLP.
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