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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #2
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)
2/12/98
_______________________________________________________________
(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
897,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
897,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
897,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.63%
- ------------------------------------------------------------------------------
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
897,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
897,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
897,000
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.63%
- ------------------------------------------------------------------------------
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>
TAC 5/29/98 (#93483.03)
SCHEDULE 13D STATEMENT
AMENDMENT #2
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, 897,000 Shares or approximately
1.63% 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>
TAC 5/29/98 (#93483.03)
(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 transaction giving rise to the filing of the Amendment #2 of the
Schedule 13D was the sale of 3,075,000 Shares by the Reporting Persons in open
market transactions on February 12, 1998.
Item 4. Purpose of Transaction
The Reporting Persons decreased their material holdings in the Trust by
disposing of a major portion of their Shares. 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
897,000 Shares, constituting approximately 1.63% 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 897,000 Shares.
(c) Not applicable.
(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.
<PAGE>
TAC 5/29/98 (#93483.03)
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.
Exhibit B: Joint Filing Agreement, dated as of August 11, 1997, between
CFSC and Cargill, Incorporated.
Signature page follows.
<PAGE>
TAC 5/29/98 (#93483.03)
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/ Michael Moore
-----------------------------
Michael Moore
President, Financial Markets
Date: May 29, 1998
<PAGE>
EXHIBIT A
DIRECTORS, OFFICERS REPORT
CARGILL FINANCIAL SERVICES CORPORATION, AS OF 5/28/98
DIRECTORS
Robert L. Lumpkins Director
Ernest S. Micek Director
Michael B. Moore Director
David W. Raisbeck Director
William W. Veazey Director
OFFICERS
Michael B. Moore President
David W. Rogers Executive Vice President and Chief Operating Officer
Gary W. Jarrett Senior Vice President
Jeffery D. Leu Senior Vice President
David W. MacLennan Senior Vice President
Phillip J. Martini Senior Vice President
Wendell Spence Senior Vice President
Bruce H. Barnett Vice President
Robert D. Beach Vice President
David E. Dines Vice President
Martin Guyot Vice President
Thomas F. Haller, Jr. Vice President
Patrick J. Halloran Vice President
Ian M.C. Kerr Vice President
Rae A. Lesmeister Vice President
Guilherme Schmidt Netto Vice President
Gary G. O'Hagan Vice President
J. Kirk Ogren, Jr. Vice President
Jeffrey A. Parker Vice President
Steven C. Pumilia Vice President
Gregory T. Zoidis Vice President
Linda L. Cutler Secretary
William W. Veazey Treasurer
Daniel G. Brian Assistant Vice President
Jeffrey A. Carlson Assistant Vice President
Shane F. Cotner Assistant Vice President
Craig A. Ekegren Assistant Vice President
Greggory S. Haugen Assistant Vice President
Renee A. Kessler Assistant Vice President
Kevin M. Krueger Assistant Vice President
Mary L. Kurth Assistant Vice President
Christl H. Larson Assistant Vice President
Stephen R. Lindo Assistant Vice President
Paul A. Richardson Assistant Vice President
Kelly A. Schreurs Assistant Vice President
Joseph M. Wagner Assistant Vice President
Anne E. Carlson Assistant Secretary
Henry W. Gjersdal, Jr. Assistant Secretary
Patrice H. Halbach Assistant Secretary
Jeanne Y. Smith Assistant Secretary
Laura H. Witte Assistant Secretary
<PAGE>
DIRECTORS, OFFICERS REPORT
CARGILL INCORPORATED, AS OF 5/28/98
DIRECTORS
Michael H. Armacost Director
F. Guillaume Bastiaens Director
Michael R. Bonsignore Director
Austen S. Cargill II, Ph.D. Director
Livio D. DeSimone Director
Richard M. Kovacevich Director
Marianne C. Liebmann Director
Robert L. Lumpkins Director
David D. MacMillan Director
William B. MacMillan Director
Ernest S. Micek Director
David W. Raisbeck Director
Warren R. Staley Director
Lucy M. Stitzer Director
Michael W. Wright Director
Whitney MacMillan Director Emeritus
W. Duncan MacMillan Senior Advisory Director
CORPORATE OFFICERS
Ernest S. Micek Chairman of the Board & Chief Executive Officer
Warren R. Staley President, Chief Operating Officer and President,
Latin America and Animal Nutrition and Meat Sectors
Robert L. Lumpkins Vice Chairman of the Board, Chief Financial Officer
and President, North America
F. Guillaume Bastiaens Vice Chairman of the Board and President, Food
Sector
David W. Raisbeck Executive Vice President and President, Trading
Sector
Daniel R. Huber President, Asia/Pacific Sector
Gregory S. Page Corporate Vice President and Sector President
James D. Moe Corporate Vice President, General Counsel and
Secretary
Ronald L. Christenson Corporate Vice President and Chief Technology
Officer
Robbin S. Johnson Corporate Vice President, Public Affairs
Nancy P. Siska Corporate Vice President, Human Resources
Lloyd B. Taylor Corporate Vice President, Information Technology
Edward J. Toth Corporate Vice President and Controller
Tyrone K. Thayer Corporate Vice President, Worldwide Cargill Foods
and Procurement
William W. Veazey Corporate Vice President and Treasurer
<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
