AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2002
SECURITIES ACT FILE NO. 333-88788
INVESTMENT COMPANY ACT FILE NO. 811-21102
=====================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO.___ [ ]
POST-EFFECTIVE AMENDMENT NO. 1 [X]
AND/OR
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 5 [X]
(Check Appropriate Box or Boxes)
----------------
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
(Exact Name of Registrant As Specified in Charter )
ONE LIBERTY PLAZA, 165 BROADWAY, 36th FLOOR
NEW YORK, NY 10006-1404
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: 1(800) Hyperion
----------------
CLIFFORD E. LAI, PRESIDENT
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
ONE LIBERTY PLAZA, 165 BROADWAY, 36th FLOOR
NEW YORK, NY 10006-1404
(Name and Address of Agent for Service)
----------------
With copies to:
DAVID C. MAHAFFEY THOMAS A. DECAPO
SULLIVAN & WORCESTER LLP SKADDEN, ARPS, SLATE, MEAGHER, & FLOM LLP
1666 K STREET, N.W. ONE BEACON STREET
WASHINGTON, D.C. 20006 BOSTON, MA 02108
----------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
As soon as practicable after the effective date of this Post Effective
Amendment No. 1 to the Registration Statement.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities
Act of 1933, other than securities offered in connection with a dividend
reinvestment plan, check the following box. [ ]
This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the offering is 333-88788. [X]
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
=====================================================================
AMOUNT OF
TITLE OF SECURITIES AMOUNT BEING OFFERING PRICE REGISTRATION
BEING REGISTERED REGISTERED PER SHARE (*) FEE
Common Shares, $.01 Par Value 1,150,000 shares $15.00 $1,587**
.............
========================================================================
(*) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457.
(**) $12,696 previously paid for shares already registered.
THIS POST EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER
THE SECURITIES ACT OF 1933.
EXPLANATORY NOTE
This Post Effective Amendment No. 1 to the Registration Statement is being filed
pursuant to Rule 462(b) under the Securities Act of 1933 and General Instruction
I of Form N-2, as promulgated under the Securities Act of 1933 and the
Investment Company Act of 1940. The contents of the Registration Statement on
Form N-2 (File Nos. 333-88788 and 811-21102) filed by The Hyperion Strategic
Mortgage Income Fund, Inc. with the Securities and Exchange Commission (the
"Commission") on July 23, 2002, which was declared effective by the Commission
on July 23, 2002, are incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York on the 24th day of July, 2002.
THE HYPERION STRATEGIC MORTGAGE INCOME FUND, INC.
By:/s/ CLIFFORD E. LAI
----------------------------------------
CLIFFORD E. LAI
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ CLIFFORD E. LAI President (Principal Executive
------------------------------------ Officer) July 24, 2002
CLIFFORD E. LAI
/S/ LEWIS S. RANIERI ** Chairman and Director July 24, 2002
--------------------------------------
LEWIS S. RANIERI
/S/ ROBERT F. BIRCH ** Director July 24, 2002
--------------------------------------
ROBERT F. BIRCH
/S/ RODMAN L. DRAKE ** Director July 24, 2002
--------------------------------------
RODMAN L. DRAKE
/S/ HARRY E. PETERSEN, JR.** Director July 24, 2002
----------------------------
HARRY E. PETERSEN, JR.
/S/ LEO M. WALSH, JR. ** Director July 24, 2002
--------------------------------------
LEO M. WALSH, JR.
/S/ JOHN H. DOLAN * Vice-President July 24, 2002
-------------------------------------
JOHN H. DOLAN
/S/ PATRICIA A. SLOAN ** Vice President July 24, 2002
--------------------------------------
PATRICIA A. SLOAN
/S/ THOMAS F. DOODIAN * Treasurer (Principal Financial
------------------------------------- and Accounting Officer) July 24, 2002
THOMAS F. DOODIAN
/S/ JOSEPH TROPEANO * Secretary July 24, 2002
-------------------------------------
JOSEPH TROPEANO
* Signed pursuant to Power of Attorney in Registrant's Registration Statement on
Form N-2 filed on May 22, 2002.
** Signed pursuant to Power of Attorney in Registrant's Pre-Effective Amendment
No. 1 to its Registration Statement on Form N-2 filed on June 20, 2002.