Schedule 13D (Amendment No. 18)

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BPd6q2TK0bGzG6uKIM0b2hecTfFM9k13ihQkic1isEJyED/OUnBhEY2ihmeTm7jd H74n8yydWni81TWbyc1J6g== 0001193125-10-239473.txt : 20101028 0001193125-10-239473.hdr.sgml : 20101028 20101028135206 ACCESSION NUMBER: 0001193125-10-239473 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101028 DATE AS OF CHANGE: 20101028 GROUP MEMBERS: GMAM GROUP PENSION TRUST I GROUP MEMBERS: GMAM GROUP PENSION TRUST III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 650 HIGH INCOME FUND,INC. CENTRAL INDEX KEY: 0001000401 IRS NUMBER: 133910721 STATE OF INCORPORATION: MD FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58843 FILM NUMBER: 101147415 BUSINESS ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-558-2000 MAIL ADDRESS: STREET 1: 650 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: HYPERION BROOKFIELD INCOME FUND, INC. DATE OF NAME CHANGE: 20060925 FORMER COMPANY: FORMER CONFORMED NAME: HYPERION STRATEGIC BOND FUND INC DATE OF NAME CHANGE: 20031204 FORMER COMPANY: FORMER CONFORMED NAME: HYPERION HIGH YIELD CMBS FUND INC DATE OF NAME CHANGE: 20000512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP CENTRAL INDEX KEY: 0000883422 IRS NUMBER: 382903925 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 BUSINESS PHONE: 617 786 3000 MAIL ADDRESS: STREET 1: STATE STREET BANK STREET 2: 1 ENTERPRISE DRIVE CITY: QUINCY STATE: MA ZIP: 02171 FORMER COMPANY: FORMER CONFORMED NAME: Promark Investment Advisors DATE OF NAME CHANGE: 20090507 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MOTORS INVESTMENT MANAGEMENT CORP DATE OF NAME CHANGE: 19940318 SC 13D/A 1 dsc13da.htm SCHEDULE 13D (AMENDMENT NO. 18) Schedule 13D (Amendment No. 18)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

650 High Income Fund, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

Not Applicable.

(CUSIP Number)

Ellen Oster, Esq., 767 Fifth Avenue, New York, New York 10153, (212) 418-6126

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2010

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§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 §240.13d-7 for other parties to whom copies are to be sent.

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).

AMENDMENT NO. 18 TO SCHEDULE 13D


1	NAME OF REPORTING PERSON I.R.S IDENTIFICATION NOS. OF ABOVE PERSON: GMAM Group Pension Trust III 01-6231432
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 47,190,646.08 shares. (See Item 5 below)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 47,190,646.08 shares. (See Item 5 below)


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,190,646.08 shares. (See Item 5 below)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47,190,646.08 shares represent 99.9% of the issued and outstanding shares as of the date of filing event.
14		TYPE OF REPORTING PERSON (See Instructions) EP

Page 2 of 15 Pages


1	NAME OF REPORTING PERSON I.R.S IDENTIFICATION NOS. OF ABOVE PERSON: GMAM Group Pension Trust I 01-0719298
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 0 shares. (See Item 5 below)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 0 shares. (See Item 5 below)


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares. (See Items 3 and 5 below)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14		TYPE OF REPORTING PERSON (See Instructions) EP

Page 3 of 15 Pages


1	NAME OF REPORTING PERSON I.R.S IDENTIFICATION NO. OF ABOVE PERSON: General Motors Investment Management Corporation 382903925
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 47,190,646.08 shares. (See Item 5 below)
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 47,190,646.08 shares. (See Item 5 below)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,190,646.08 shares. (See Item 5 below)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47,190,646.08 shares represent 99.9% of the issued and outstanding shares as of the date of filing event.
14	TYPE OF REPORTING PERSON (See Instructions) IA, CO

Page 4 of 15 Pages

Item 1.

Security and Issuer

This Amendment Number 18 to the Statement on Schedule 13D (as amended and supplemented prior to the date of this Amendment, the “Schedule 13D”) relates to shares of common stock, par value $0.01 per share (the “Shares”), of 650 High Income Fund, Inc. (formerly the Hyperion Brookfield Income Fund, Inc.) (the “Issuer” or “Fund”) with its principal executive offices at c/o Six50 Capital Management LLC, 650 Madison Avenue, New York, New York 10022. Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D and Exhibits filed with the Schedule 13D are incorporated herein by reference. Items 2, 3, 4, 5, 6 and 7 are hereby amended and supplemented as follows.

Page 5 of 15 Pages

Item 2.

Identity and Background

This Amendment amends and supplements the Schedule 13D originally filed on April 11, 2000 and is filed by GMAM Group Pension Trust III (the “GMAM III Trust”) and GMAM Group Pension Trust I (the “GMAM I Trust”, and together with the GMAM III Trust the “Trusts”), each a trust formed pursuant to the laws of the State of New York under and for the benefit of certain employee benefit plans (the “Plans”) of General Motors Company (successor to General Motors Corporation) (“GM”), a Delaware corporation engaged in automobile manufacturing; and General Motors Investment Management Corporation, a Delaware corporation (“GMIMCo”), a wholly-owned subsidiary of GM which is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. GMIMCo’s principal business is providing investment advice and investment management services with respect to the assets of certain employee benefit plans of GM, its subsidiaries and unrelated employers, and with respect to the assets of certain direct and indirect subsidiaries of GM and associated entities. The Trusts and GMIMCo are referred to herein as the “Reporting Persons.”

The business address of the Trusts is State Street Financial Center, One Lincoln Street/SFC-8, Boston, Massachusetts 02111-2900. The business address of GMIMCo is 767 Fifth Avenue, New York, New York 10153. The business address of GM is 300 Renaissance Center, Detroit, Michigan 48265-3000.

GMIMCo is serving as investment manager with respect to the Shares acquired by the Trusts. In that capacity, GMIMCo has the power to direct State Street Bank and Trust Company, as trustee for the Trusts (the “Trustee”), as to voting and disposition of such Shares. Because of the Trustee’s limited role, beneficial ownership of such Shares by the Trustee is disclaimed.

Appendix A, which is incorporated herein by reference, sets forth the following information with respect to the executive officers and directors of each of GM and GMIMCo: (i) name, (ii) business address, and (iii) present principal occupation or employment and the name, principal business and address of any corporation or organization in which such employment is conducted. The Trusts have no executive officers or directors.

During the past five years, none of the Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any of the persons identified on Appendix A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, none of the Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any of the persons identified on Appendix A was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such entity or person was or is subject to a judgment, decree or final order 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.

To the best knowledge of the Reporting Persons, each of GM’s executive officers and directors is a United States citizen. To the best knowledge of GMIMCo, each of its executive officers and directors is a United States citizen.

Page 6 of 15 Pages

Item 3.

Source and Amount of Funds or Other Consideration

On September 30, 2010, the GMAM I Trust sold all of its 11,677,881.802 Shares of the Fund to the Fund in the Fund’s tender offer at $0.64 per share, or $7,473,844.35. After the Fund’s tender offer, the GMAM I Trust no longer holds any Shares of the Fund. The GMAM III Trust holds 47,190,646.08 Shares of the Fund, but did not participate in the Fund’s tender offer.

Item 4.

Purpose of Transaction

The purpose of the acquisitions of Shares was 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. The purpose of the disposition of the Shares by the GMAM I Trust in the Fund’s tender offer, which expired on September 30, 2010, was to liquidate all of its holdings in the Fund.

Except for periodic acquisitions or dispositions of Shares by the GMAM III Trust, 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 paragraph (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 Fund 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 the Reporting Persons (although the appointment of such investment managers is subject to authorization of and termination by GMIMCo). 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) As of October 6, 2010, the GMAM III Trust, by virtue of its ownership of 47,190,646.08 Shares, representing 99.9% of the 47,207,515.15 Shares then issued and outstanding, and GMIMCo, by virtue of its shared voting and dispositive power over such 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 GMAM III Trust has and may acquire. Pursuant to Rule 13d-4, the Reporting Persons expressly declare that the filing of this Amendment shall not be construed as an admission that any such person is, for the purposes of §§13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Amendment.

Page 7 of 15 Pages

Neither GM nor, to the best knowledge of the Reporting Persons, any of the persons named in Appendix A own 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 other than as described in Item 3.

(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 Trusts (which may include dividends from or proceeds from the sale of Shares held by the Trusts) to other trusts under the Plans and to other persons.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the subscription agreements previously filed as Exhibits with the Schedule 13D and incorporated herein by reference, there are no contracts, agreements, understandings, or relationships between GM, the GMAM I Trust, the GMAM III Trust, GMIMCo or, to the best knowledge of the Reporting Persons, any executive officer or director of GM or GMIMCo and any other person with respect to any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Page 8 of 15 Pages

Item 7.

Material to be filed as Exhibits

EXHIBIT 1 - Joint Filing Agreement dated October 28, 2010, among the Reporting Persons pursuant to Rule 13d-1(k) under the Act

Page 9 of 15 Pages

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.


STATE STREET BANK AND TRUST COMPANY, as trustee for GMAM GROUP PENSION TRUST I and GMAM GROUP PENSION TRUST III (as directed by General Motors Investment Management Corporation)

By:		/s/ Aaron Poulin
Name:		Aaron Poulin
Title:		Vice President

Date: October 28, 2010

Page 10 of 15 Pages

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/ Milla Krasnopolsky
Name:		Milla Krasnopolsky
Title:		Managing Director

Date: October 28, 2010

Page 11 of 15 Pages

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF

GENERAL MOTORS COMPANY

The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Company is set forth below. Unless otherwise specified, the business address of each person listed below is 300 Renaissance Center, Detroit, Michigan 48265-3000.


NAME AND BUSINESS ADDRESS	POSITION WITH GM	PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OR DIRECTOR OF GM
Daniel F. Akerson	Director and Chief Executive Officer

Daniel Ammann	Vice President, Finance and Treasurer

Jaime Ardila	President, GM South America

Mary T. Barra	Vice President, Global Human Resources

Selim Bingol	Vice President, Communications

David Bonderman	Director	Co-Founding Partner and Managing General Partner, TPG

Nicholas S. Cyprus	Vice President, Controller and Chief Accounting Officer

Erroll B. Davis, Jr.	Director	Chancellor, University System of Georgia

Stephen J. Girsky	Director and Vice Chairman, Corporate Strategy and Business Development

E. Neville Isdell	Director

Terry Kline	Vice President, Information Technology and Chief Information Officer

Robert D. Krebs	Director

Philip A. Laskawy	Director

Timothy E. Lee	President, GM International Operations

Christopher P. Liddell	Vice Chairman and Chief Financial Officer

Kathryn V. Marinello	Director	Former Chairman and Chief Executive Officer, Ceridian Corporation

Michael P. Millikin	Vice President, Legal and General Counsel

David N. Reilly	President, GM Europe

Mark L. Reuss	President, GM North America

Patricia F. Russo	Director

Carol M. Stephenson	Director	Dean, Richard Ivey School of Business, The University of Western Ontario

Thomas G. Stephens	Vice Chairman, Global Product Operations

Dr. Cynthia A. Telles	Director	Associate Clinical Professor, UCLA School of Medicine

Edward E. Whitacre, Jr.	Chairman of the Board of Directors

Page 12 of 15 Pages

APPENDIX A

DIRECTORS AND EXECUTIVE OFFICERS OF

GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION

The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of General Motors Investment Management Corporation is set forth below. Unless otherwise specified, the business address of each person listed below is 767 Fifth Avenue, New York, New York 10153.


NAME AND BUSINESS ADDRESS	POSITION WITH GMIMCo	PRINCIPAL OCCUPATION, IF OTHER THAN AS EXECUTIVE OFFICER OR DIRECTOR OF GMIMCo
Barbara A. Barrese	Secretary

Z. Jamie Behar	Managing Director, Real Estate and Alternative Investments

Walter G. Borst	Chairman of the Board of Directors, Chief Executive Officer, President and Chief Investment Officer

Michael P. Cloherty	Director, Senior Vice President, Risk, Analytics and Special Projects

Michael J. Connors	Director, Senior Vice President, Operations

David E. Hartman	Vice President and General Counsel

Elizabeth J. Kale	Director, Chief Client Officer

Milla Krasnopolsky	Managing Director, Fixed Income Markets and Strategic Solutions

Richard Mangino	Director, Controller

Mary A. Mullin	Chief Compliance Officer

Robin H. Rocchi	Vice President, Investment Programs and Director, Global Equity

James H. Scott	Managing Director, Equity and Trading

John S. Stevens	Managing Director, Absolute Return Strategies

Edgar J. Sullivan	Managing Director, Multi-Asset Investment Strategy Group

Mark R. Szycher	Vice President, Enterprise Risk Management

Page 13 of 15 Pages

EXHIBIT INDEX



EXHIBIT 1		Joint Filing Agreement dated October 28, 2010 among the Reporting Persons pursuant to Rule 13d-1(k) under the Act

Page 14 of 15 Pages

Exhibit 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that Amendment No. 18 to the Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, par value $.01 per share, of 650 High Income Fund, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: October 28, 2010


STATE STREET BANK AND TRUST COMPANY,
as trustee for GMAM GROUP PENSION TRUST I and GMAM GROUP PENSION TRUST III
(as directed by General Motors Investment Management Corporation)

By:		/s/ Aaron Poulin
Name:		Aaron Poulin
Title:		Vice President

GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION

By:		/s/ Milla Krasnopolsky
Name:		Milla Krasnopolsky
Title:		Managing Director

Page 15 of 15 Pages

-----END PRIVACY-ENHANCED MESSAGE-----