<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D-A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Lend Lease Hyperion High-Yield CMBS Fund, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
Not applicable.
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(CUSIP Number)
Ellen Oster, Esq., 767 Fifth Avenue, New York, NY 10153, (212) 418-6126
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 16, 2000
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(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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.[_]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7 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).
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CUSIP No. N/A 13D-A Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
General Motors Employees Global Group Pension Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,905,661 shares, with a commitment to acquire 95,877 additional
shares. (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4,905,661 shares represent 98% of the issued and outstanding shares as
of the date of filing.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
EP
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CUSIP No. N/A 13D-A Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
General Motors Investment Management Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 382903925
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,905,661 shares, with a commitment to acquire additional 95,877
shares. (See Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4,905,661 shares represent 98% of the issued and outstanding shares as
of the date of filing.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
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CUSIP No. N/A 13D-A Page 4 of 8 Pages
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================================================================================
1 NAME OF REPORTING PERSON
General Motors Trust Company
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
[_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
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NUMBER OF 7 SOLE VOTING POWER
SHARES
0
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
4,905,661 shares, with a commitment to acquire 95,877
additional shares. (See Item 5 below)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,905,661 shares, with a commitment to acquire 95,877 additional
shares. (See Item 5 below)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4,905,661 shares represent 98% of the issued and outstanding shares as
of the date of filing.
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BK
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CUSIP No. N/A 13D-A Page 5 of 8 Pages
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This amendment Number 5 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed by General Motors Employes Global Group Pension
Trust, (the "Trust") a trust formed pursuant to the laws of the State of New
York under and for the benefit of certain employee benefit plans of General
Motors Corporation ("GM"), Delphi Automotive Systems ("Delphi") and their
respective affiliates (the "Plans"); General Motors Investment Management
Corporation, a Delaware corporation ("GMIMCo"); and General Motors Trust
Company, a chartered trust company formed pursuant to the laws of the State of
New Hampshire which is the trustee with respect to the Trust ("GMTC" and,
together with the Trust and GMIMCo, the "Reporting Persons"). Capitalized terms
used and not defined in this Amendment have the meanings set forth in the
Schedule 13D, and Appendices and Exhibits filed with the Schedule 13D are
incorporated herein by reference. Items 3, 4 and 5 are hereby amended and
supplemented as follows.
Item 3. Source and Amount of Funds or Other Consideration
The Trust paid $11 million to the Fund on March 16, 2000, $14.5 million on
April 27, 2000, $6 million on June 28, 2000 and $17.5 million on July 31, 2000
in exchange for shares of common stock. The Trust has committed to pay an
additional $1 million in exchange for shares of common stock (as described in
Item 5). The source of the consideration is the assets of certain of the Plans.
On May 15, 2000, the Trust reinvested a cash dividend of $111,739.84 earned
on shares of common stock of the Fund then held by the Trust in exchange for
additional shares of common stock of the Fund.
On August 15, 2000, the Trust reinvested a cash dividend of $529,220 earned
on shares of common stock then held by the Trust in exchange for additional
shares of common stock of the Fund.
On October 16, 2000, the Trust reinvested a cash dividend of $96,977 earned
on shares of common stock then held by the Trust in exchange for additional
shares of common stock of the Fund.
Item 4. Purpose of Transaction
The purpose of this transaction is to acquire an interest in a non-
diversified closed-end management investment company whose investment objective
is to provide high total return by investing in securities backed by real estate
debt. As of October 16, 2000, GMTC managed for the benefit of the Trust an
aggregate of 4,905,661 Shares, representing 98% of the 5,001,851 then issued and
outstanding shares. Pursuant to a subscription agreement dated March 15, 2000
(the "Subscription Agreement"), the Trust has committed to pay the Fund an
additional $1 million in one or more payments prior to the termination of the
Fund. (See Item 5 below)
Except as set forth herein, none of the Reporting Persons, GM or, to the
best knowledge of the Reporting Persons, any person identified on Appendix A has
any plans or proposals that would result in or relate to any of the transactions
described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
The various trusts established under the Plans invest in a variety of
investment media, including publicly traded and privately placed securities.
Such investments could include Shares and/or other securities of the Issuer in
addition to those referred to in this statement ("Additional Securities"). The
investment and voting decisions regarding any Additional Securities which might
be owned by such trusts are made by the trustees thereof or unrelated investment
managers, who, in so acting, act independently of GMIMCo and /or GMTC (although
the appointment of such investment managers is subject to authorization of and
termination by GMIMCo and/or GMTC). No information regarding any such holdings
by such trusts under the Plans is contained in this statement.
Item 5. Interest in Securities of the Issuer
(a)-(b) On October 16, 2000, GMTC managed for the benefit of the Trust an
aggregate of 4,905,661 Shares, representing approximately 98% of the 5,001,851
then issued and outstanding Shares. Pursuant to the Subscription Agreement, the
Trust has committed to pay the Fund an additional $1 million in one or more
payments, as required by the Fund, in exchange for Shares. Pursuant to the
Subscription Agreement, the fund may require payment at any time prior to the
termination date of the Fund. The termination date of the Fund is expected to
be December 31, 2001, unless more than 75% of the Fund's shareholders agree to
extend the Fund's duration. The number of Shares of common stock the Trust will
receive upon payment(s) pursuant to the Subscription Agreement will be
determined by the then current net asset value of
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CUSIP No. N/A 13D-A Page 6 of 8 Pages
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the Shares. Based on the net asset value of the Shares as of October 12, 2000,
the payment of the full $1 million commitment would result in the acquisition by
the Trust of 95,877 more Shares. As of the date of this statement, each of the
Trust, by virtue of its ownership of the Shares, and GMIMCo and GMTC, by virtue
of their shared voting and dispositive power over the Shares, may be deemed to
own beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the "Act")) all Shares the Trust has and may
acquire. Pursuant to Rule 13d-4 of the Act, the Reporting persons expressly
declare that the filing of this statement shall not be construed as an admission
that any such Person is, for the purposes for (S)(S)13(d) or 13(g) of the Act,
the beneficial owner of any securities covered by this statement.
Neither GM nor, to the best knowledge of the Reporting Persons, any of the
persons named in Appendix A owns beneficially (as that term is defined in Rule
13d-3 under the Act) any Shares.
(c) None of the Reporting Persons, GM or, to the best knowledge of the
Reporting Persons, any person named in Appendix A, has effected any transactions
in the Shares during the past 60 days.
(d) GMIMCo, as the named fiduciary of the Plans with respect to
investments, has the authority to direct the Trustee to make payments from the
Trust (which may include dividends from or proceeds from the sale of Shares held
by the Trust) to other trusts under the Plans and to other persons.
(e) Not applicable.
Signature
After reasonable 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.
GENERAL MOTORS EMPLOYES GLOBAL GROUP PENSION TRUST (by
General Motors Trust Company, as trustee)
By: /s/ Tony Duen Li-Kao
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Name: Tony Duen Li-Kao
Title: Managing Director, North American
Fixed Income
Date: October 20, 2000
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CUSIP No. N/A 13D-A Page 7 of 8 Pages
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Signature
After reasonable 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.
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Tony Duen Li-Kao
---------------------------------------------
Name: Tony Duen Li-Kao
Title: Managing Director, North American
Fixed Income
Date: October 20, 2000
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CUSIP No. N/A 13D-A Page 8 of 8 Pages
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Signature
After reasonable 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.
GENERAL MOTORS TRUST COMPANY
By: /s/ Tony Duen Li-Kao
--------------------------------------------
Name: Tony Duen Li-Kao
Title: Managing Director, North American
Fixed Income
Date: October 20, 2000
