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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #1
Hyperion 1999 Term Trust Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________________________________
(Title of Class of Securities)
448913103
_______________________________________________________________
(CUSIP Number)
Robert S. Goedken, Esq.
Cargill, Incorporated
15615 McGinty Road West
Wayzata, MN 55391
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
10/28/97
_______________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 448913103 PAGE 2 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill, Incorporated
15615 McGinty Road West
Wayzata, MN 55391
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
AF - See Item 3 on Schedule 13D Statement
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,690,600
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,690,600
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,690,600
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.71%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 448913103 PAGE 3 OF 15 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cargill Financial Services Corporation
6000 Clearwater Drive
Minnetonka, MN 55343-9497
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC - See Item 3 on Schedule 13D Statement
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
3,690,600
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
3,690,600
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
3,690,600
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.71%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D STATEMENT
AMENDMENT #1
Item 1. Security and Issuer
-------------------
This statement on Schedule 13D (the "Statement") relates to the shares of
common stock, (the "Shares"), of Hyperion 1999 Term Trust Inc.
("the Issuer"). The Issuer is a Delaware corporation and has its
principal executive offices located at 520 Madison Avenue, 10th floor, New
York, NY 10022.
Item 2. Identity and Background
-----------------------
(a) This statement is being filed by the following persons:
(i) Cargill Financial Services Corporation, a Delaware corporation
("CFSC"), which is a wholly-owned subsidiary of Cargill,
Incorporated; and
(ii) Cargill, Incorporated, a Delaware corporation.
Each of the persons listed in (i) and (ii) above is hereinafter referred to
individually as a "Reporting Person" and collectively as the "Reporting
Persons." The Reporting Persons collectively may be deemed to be a group
beneficially owning, in the aggregate, 3,690,600 Shares or approximately 6.71%
of the outstanding Shares within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act").
Neither the filing of this Statement nor any of its contents shall be
construed as an admission that the directors or executive officers of the
Reporting Persons are beneficial owners of any of the Shares, either for
purposes of Section 13(d) of the Act or for any other purpose, and such
beneficial ownership is expressly disclaimed.
(b), (c), (f) The address of CFSC is 6000 Clearwater Drive, Minnetonka, MN
55343-9497. The principal business of CFSC is financial trading and investment
activities conducted on a proprietary basis. The address of Cargill,
Incorporated is 15407 McGinty Road West, Wayzata, MN 55391-2399. The principal
business of Cargill, Incorporated is the international marketing and processing
of agricultural, industrial and financial commodities.
The name, address, citizenship and present principal occupation or
employment, and the name, address and principal business of any corporation or
other organization in which such employment is conducted, of each of the
executive officers and directors of the Reporting Persons are set forth on
Exhibit A attached hereto and incorporated herein by reference.
<PAGE>
(d) During the last five years, none of the Reporting Persons, and to the
best of the Reporting Persons knowledge, none of the persons named on Exhibit A,
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, and to the
best of the Reporting Persons' knowledge, none of the persons named on Exhibit
A, has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in, and was and is not subject to, a
judgment, decree or final order against it enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The source of funds for all purchases of the Shares acquired by CFSC was
working capital.
Item 4. Purpose of Transaction
----------------------
An aggregate of 382,400 Shares were purchased for investment purposes on
10/28/97 increasing Reporting Persons holdings by more than 1%. The Reporting
Persons from time to time evaluate their investments and, based on such
evaluation, may determine to acquire or dispose of Shares. The amount and
timing of any additional purchases or sales of Shares will depend upon a
variety of factors, including, without limitation, current and anticipated
future trading prices for the Shares, the financial condition and prospects of
Issuer and general economic, financial market and industry conditions.
Except as set forth herein, the Reporting Persons do not have any plans or
proposals which would relate to or result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
------------------------------------
(a) As of the date hereof, the Reporting Persons beneficially owned
3,690,600 Shares, constituting approximately 6.71% of the outstanding Shares
based upon information provided by Bloomberg.
(b) CFSC has the power, and Cargill, Incorporated may be deemed to share
the power, to vote and dispose of 3,690,600 Shares.
<PAGE>
(c) During the past 60 days, the Reporting Persons affected open market
purchases of 639,100 Shares made September 18, 1997 through November 17, 1997.
To the best of the Reporting Persons' knowledge, except as set forth herein,
none of the persons listed on Exhibit A hereto has purchased or sold any
Shares during the past 60 days.
(d) No person other than CFSC has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
securities covered by this Statement.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer
-----------------------------------------------------------
None of the Reporting Persons and (to the best of the Reporting Persons'
knowledge) none of the persons named in Exhibit A hereto, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
persons with respect to any securities of the Issuer, including but not limited
to any contracts, arrangements, understandings or relationships concerning the
transfer or voting of such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit A: List of Executive Officers and Directors of CFSC and Cargill,
Incorporated.
<PAGE>
Exhibit B: Joint Filing Agreement, dated as of August 11, 1997, between
CFSC and Cargill, Incorporated.
Signature page follows.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
CARGILL FINANCIAL SERVICES CORPORATION
By: /s/ Gary W. Jarrett
---------------------
Gary W. Jarrett
Senior Vice President
CARGILL, INCORPORATED
By: /s/ David W. Rogers
--------------------
David W. Rogers
President, Financial Markets
Date: November 17, 1997
<PAGE>
EXHIBIT A
CARGILL FINANCIAL SERVICES CORPORATION
<TABLE>
<CAPTION>
Occupation or
Name and Address Office Held Employment Citizenship
- ---------------- ----------- ------------- -----------
<S> <C> <C> <C>
Robert A. Kruchoski Executive President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
David W. Rogers Executive Executive Vice U.K.
6000 Clearwater Drive Officer and President, and
Minnetonka, MN 55343 Director Chief Operating
Officer
Kenneth M. Duncan Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Gary W. Jarrett Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Jeffery D. Leu Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Michael B. Moore Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Robert D. Beach Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Rae A. Lesmeister Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Linda L. Cutler Executive Secretary U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
William W. Veazey Executive Treasurer U.S.
6000 Clearwater Drive Officer and
Minnetonka, MN 55343 Director
Robert L. Lumpkins Director Chief Financial U.S.
6000 Clearwater Drive Officer, Cargill,
Minnetonka, MN 55343 Incorporated
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Ernest S. Micek Director President and U.S.
6000 Clearwater Drive Chief Executive
Minnetonka, MN 55343 Officer, Cargill,
Incorporated
David W. Raisbeck Director Executive Vice U.S.
6000 Clearwater Drive President,
Minnetonka, MN 55343 President (Trading
Sector), Cargill,
Incorporated
Philip J. Martini Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Michael B. Moore Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Wendell Spence Executive Senior Vice U.S.
6000 Clearwater Drive Officer President
Minnetonka, MN 55343
Bruce H. Barnett Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
David E. Dines Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Elizabeth C. Gruber Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Martin Guyot Executive Vice President Argentina
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Thomas F. Haller, Jr. Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Patrick J. Halloran Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Jeffrey A. Hilligoss Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Ian M.C. Kerr Executive Vice President Canada
6000 Clearwater Drive Officer
Minnetonka, MN 55343
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Guilherme Schmidt Netto Executive Vice President Brazil
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Gary G. O'Hagan Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
J. Kirk Ogren, Jr. Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Jeffrey A. Parker Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Steven C. Pumilia Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Gregory T. Zoidis Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
Diannah Shurtleff Executive Vice President U.S.
6000 Clearwater Drive Officer
Minnetonka, MN 55343
CARGILL, INCORPORATED
Occupation or
Name and Address Office Held Employment Citizenship
- ---------------- ----------- ------------- -----------
Ernest S. Micek Executive Chairman of the U.S.
15615 McGinty Road West Officer and Board, President
Wayzata, MN 55391 Director and Chief Executive
Officer
Robert L. Lumpkins Executive Vice Chairman of U.S.
15615 McGinty Road West Officer and the Board and Chief
Wayzata, MN 55391 Director Financial Officer
F. Guillaume Bastiaens Executive Executive Vice Belgium
15615 McGinty Road West Officer and President and
Wayzata, MN 55391 Director President (Food
Sector)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
David W. Raisbeck Executive Executive Vice U.S.
15615 McGinty Officer and President and
Road West Director President (Trading
Wayzata, MN 55391 Sector)
Warren R. Staley Executive Executive Vice U.S.
15615 McGinty Officer and President and
Road West Director President (Western
Wayzata, MN 55391 Hemisphere and Meat
Sectors)
Daniel R. Huber Executive President (Asia and U.S.
15615 McGinty Officer Agricultural
Road West Sectors)
Wayzata, MN 55391
Everett W. MacLennan Executive Senior Vice U.S.
15615 McGinty Officer President (Human
Road West Resources)
Wayzata, MN 55391
James D. Moe Executive Corporate Vice U.S.
15615 McGinty Officer President, General
Road West Counsel and
Wayzata, MN 55391 Secretary
Michael R. Bonsignore Director Chairman and CEO, U.S.
Honeywell Plaza Honeywell, Inc.
MN 12-5279 (Manufacturing
Minneapolis, MN 55408 Company)
Austen S. Cargill II Director Vice President, U.S.
15407 McGinty Admin. Div.,
Road West Cargill, Incorporated
Wayzata, MN 55391-2398
Livio D. DeSimone Director Chairman and CEO, U.S.
3M Bldg 3M (Manufacturing
220-14W-05 Company)
St. Paul, MN 55144
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Lloyd P. Johnson Director Chairman (Retired), U.S.
4900 IDS Center Norwest Corporation
80 South Eighth Street
Minneapolis, MN 55479
Marianne C. Liebmann Director President, Liebmann U.S.
15407 McGinty Florist, Inc.
Road West
Wayzata, MN 55391
David D. MacMillan Director Private Investor U.S.
15407 McGinty
Road West
Wayzata, MN 55391
W. Duncan MacMillan Director Vice President, U.S.
15407 McGinty Waycrosse, Inc.
Road West
Wayzata, MN 55391
Cargill MacMillan, Jr. Director Senior Advisory U.S.
15615 McGinty Director, Cargill,
Road West Inc.
Wayzata, MN 55391
Lucy M. Stitzer Director Private Investor U.S.
15407 McGinty
Road West
Wayzata, MN 55391
Michael H. Armacost Director President, The U.S.
1775 Massachusetts Brookings Institute
Avenue NW (Non-Profit
Washington, DC 20036 Organization)
Michael W. Wright Director Chairman, CEO and U.S.
11840 ValleyView Road President,
Eden Prairie, MN 55344 SuperValu, Inc.
(Grocery Business)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Whitney MacMillan Director CEO (Retired), U.S.
2050 One Financial Plaza Emeritus Cargill, Inc.
120 South Sixth Street
Minneapolis, MN 55402
William B. MacMillen Director Private Investor U.S.
15407 McGinty
Road West
Wayzata, MN 55391
Ronald L. Christenson Executive Corporate Vice U.S.
15615 McGinty Officer President and Chief
Road West Technology Officer
Wayzata, MN 55391
Robbin S. Johnson Executive Corporate Vice U.S.
15615 McGinty Officer President, Public
Road West Affairs
Wayzata, MN 55391
Lloyd B. Taylor Executive Corporate Vice U.S.
15615 McGinty Officer President,
Road West Information
Wayzata, MN 55391 Technology
Edward J. Toth Executive Corporate Vice U.S.
15615 McGinty Officer President and
Road West Controller
Wayzata, MN 55391
Tyrone K. Thayer Executive Corporate Vice U.S.
15407 McGinty Officer President,
Road West Worldwide Cargill
Wayzata, MN 55391 Foods and
Procurement
William W. Veazey Executive Treasurer U.S.
15615 McGinty Officer
Road West
Wayzata, MN 55391
</TABLE>
<PAGE>
EXHIBIT B
JOINT FILING AGREEMENT
Cargill Financial Services Corporation and Cargill, Incorporated, each
hereby agrees, in accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934 (the "Act"), as amended, that the Schedule 13D filed herewith, and
any amendments thereto, relating to the shares of common stock of Hyperion 1999
Term Trust Inc. are, and will be, filed jointly on behalf of each such person,
and that this Agreement be included as an exhibit to such joint filing.
IN WITNESS WHEREOF, the undersigned hereby executes this Agreement this
11th day of August, 1997.
Dated: August 11, 1997 CARGILL FINANCIAL SERVICES CORPORATION
By: /s/ Jeffery D. Leu
-------------------------------------
Jeffery D. Leu
Senior Vice President
CARGILL, INCORPORATED
By: /s/ David W. Rogers
------------------------------------
David W. Rogers
President, Financial Markets
