<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Bull & Bear U.S. Government Securities Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
12017N105
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
14 Tobey Village Office Park
Pittsford, New York 14534
(716) 586-4680
with a copy to
Joel Negrin, Esq.
Goodkind Labaton Rudoff & Sucharow LLP
100 Park Ave
New York, New York 10017
(212) 907-0700
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 30, 1997
(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.[x]
(Page 1 of 6 pages)
There are no exhibits.
<PAGE>
CUSIP No. 12017N105 SCHEDULE 13D Page 1 of Pages
--------- --- ---
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Karpus Management, Inc. d/b/a Karpus Investment Management
ID# 16-1290558
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) /X/
3. SEC Use Only
4. Source of Funds*
AF
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
7. Sole Voting Power
137,200 shares
Number of Shares
8. Shared Voting Power
Beneficially
Owned by Each
9. Sole Dispositive Power
Reporting Person
137,200 shares
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
137,200 shares
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares* / /
13. Percent of Class Represented by Amount in Row (11)
18.66%
14. Type of Reporting Person*
IA
*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>
ITEM 1 Security and Issuer
Common Stock
Bull & Bear U.S. Government Securities Fund, Inc. ("BBG")
11 Hanover Square
New York, New York 10005
ITEM 2 Identity and Background
a) Karpus Management, Inc. d/b/a/ Karpus Investment Management ("KIM")
George W. Karpus, President, Director, and controlling stockholder
JoAnn VanDegriff, Vice President and Director
Sophie Karpus, Director
b) 14 Tobey Village Office Park
Pittsford, New York 14534
c) Principal business and occupation - Investment Management for
individuals, pension and profit sharing plans, corporations,
endowments, trusts and others, specializing in conservative asset
management (i.e. fixed income investments).
d) None of George W. Karpus, JoAnn VanDegriff or Sophie Karpus ( the
"Principals") or KIM has been convicted in the past 5 years of any
criminal proceeding (excluding traffic violations).
e) During the last five years non of the principals or KIM has been a
party to a civil proceeding as a result of which any of them is
subject to a judgment, decree or order final 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.
f) Each of the Principals is a United States citizen. KIM is a New
York corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment adviser, has accumulated shares of BBG
on behalf of accounts that are managed by KIM (" the Accounts") under
limited powers of attorney. All funds that have been utilized in making
such purchases are from such Accounts. The Aggregate purchase price of
all of the Shares purchased is $1,719,109.38.
ITEM 4 Purpose of Transaction
KIM has purchased Shares for investment purposes. Being primarily a
fixed income manager, with a specialty focus in the closed end fund
sector, the profile of BBG ( being a portfolio of U.S. Government and
Agency bonds) fit the investment guidelines for various Accounts. BBG's
preliminary proxy statement on Schedule 14A, filed on September 12,
1997 proposed to change the fundamental investment policies of BBG to
authorize BBG to invest up to 50% of its assets in securities of growth
<PAGE>
companies ( including equity securities) and securities issued by
companies that invest or deal in natural resources or commodities. Such
securities could have been denominated in foreign currencies and BBG
would have been permitted to engage in futures and options transactions
and foreign currency transactions. The preliminary proxy also proposed
to change BBG to a non-diversified investment company. KIM objected to
the proposed changes as not being in the best interest of the
shareholders who made their decisions to invest based upon present
fundamental investment policies. Management withdrew these proposals
from the definitive proxy statement dated October 20 ,1997. KIM has
filed a preliminary proxy statement on Schedule 14 A with the
Securities and Exchange Commission on October 30, 1997, proposing a
slate of nominees to the Board of Directors of BBG.
In addition, KIM has requested that the management of BBG propose to
the stockholders a conversion of BBG back to an open end investment
company.
As the incumbent Board of Directors of BBG presented the 1996
conversion to a closed end investment company and proposed the 1997
changes described above, KIM believes that its proposed slate of
directors would act in a manner more consistent with the interest of
stockholders. KIM reserves the right to acquire or dispose of Shares
for its Accounts None of the Principals intends to acquire any shares
directly. KIM does not favor a change in fundamental investment
policies.
<PAGE>
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 137,200 Shares which
represents 18.66% of the outstanding Shares. None of the Principals
owns any other Shares.
b) KIM has the sole power to dispose of and to vote all of such Shares
under limited powers of attorney.
c) Open market purchases since December 3, 1996 for the Accounts
<TABLE>
<CAPTION>
Price Price
Date Shares Per Share Date Shares Per Share
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
12-03-96 300 12.625 05-22-97 800 12.25
12-09-96 700 12.625 05-23-97 1200 12.25
12-10-96 1300 12.625 05-27-97 3400 12.25
12-12-96 200 12.625 05-28-97 300 12.25
12-13-96 3800 12.625 05-29-97 100 12.25
12-16-96 1500 12.625 05-30-97 600 12.25
12-17-96 200 12.625 06-12-97 150 12.375
01-07-97 700 12.375 06-16-97 1500 12.375
01-08-97 900 12.375 06-17-97 1900 12.375
01-15-97 500 12.375 06-18-97 1500 12.375
01-16-97 200 12.375 06-19-97 4100 12.375
01-17-97 300 12.375 07-28-97 1200 12.6875
02-21-97 1100 12.625 07-31-97 600 12.6875
02-24-97 2100 12.625 08-01-97 1000 12.6875
02-25-97 1000 12.75 08-04-97 300 12.75
02-26-97 800 12.625 08-05-97 200 12.75
03-10-97 1000 12.50 08-11-97 9500 12.75
03-11-97 2000 12.50 08-13-97 100 12.6875
03-12-97 2600 12.375 08-15-97 2200 12.6875
04-03-97 2000 12.125 08-18-97 2900 12.6875
04-07-97 1000 12.125 08-20-97 200 12.6875
04-09-97 700 12.125 08-21-97 1400 12.6875
04-14-97 2300 12.125 08-22-97 600 12.6875
04-15-97 100 12.125 08-25-97 200 12.6875
04-16-97 400 12.125 08-26-97 400 12.6875
04-18-97 100 12.125 08-27-97 900 12.6875
04-21-97 1100 12.125 08-29-97 1300 12.6875
04-22-97 600 12.125 09-02-97 1100 12.6875
04-23-97 400 12.125 09-17-97 300 12.75
04-24-97 4200 12.125 10-02-97 600 12.8125
05-16-97 9900 12.25 10-03-97 8100 12.8125
05-16-97 14,300 12.25 10-09-97 1100 12.8125
05-19-97 900 12.25 10-10-97 25,650 12.8125
05-20-97 100 12.25 10-16-97 2500 12.6875
Total Number of Shares 137,200
</TABLE>
<PAGE>
There have been no dispositions and no acquisitions, other than by such
open market purchases, during such period.
The Accounts have the right to receive all dividends from, and any
proceeds from the sale of, the Shares. None of the Accounts has an
interest in Shares constituting more than 5% of the Shares outstanding.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with
Respect to Securities of the Issuer
Except as described above, there are no contracts, arrangements,
understandings or relationships of any kind among the Principals and
KIM and between any of them and any other person with respect to any of
BBG securities.
ITEM 7 Materials to be Filed as Exhibits
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.
Karpus Management, Inc.
November 5, 1997 By: /s/ George W. Karpus, Pres.
- ---------------- ---------------------------------
Date Signature
George W. Karpus, President
---------------------------------
Name / Title
