<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 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 the
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
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CUSIP No. 12017N105 SCHEDULE 13D Page 2 of 6 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
A7
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
120,600 shares
Number of Shares
8. Shared Voting Power
Beneficially
Owned by Each
9. Sole Dispositive Power
Reporting Person
120,600 shares
With
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
12. Check Box if the Aggregate Amount in Row 11
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row 11
16.47%
14. Type of Reporting Person
IA
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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 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.
f) Each of the Principals is a United States
citizen. KIM is a New York State corporation.
ITEM 3 Source and Amount of Funds or Other Considerations.
--------------------------------------------------
KIM, an independent investment advisor, 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. The
aggregate sale price of all shares sold is
$214,881.25.
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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 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 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.
KIM proposed an independent Board of Directors in
a proxy contest, with the intent to protect both
shareholder values and rights.
On November 28, 1997 the management of BBG
announced that it had retained control of the
Board of Directors, defeating KIM. KIM has lost
all faith with the present Board of Directors to
represent the interest of shareholders. KIM
reserves the right to further acquire or dispose
of Shares for its Accounts. None of the
Principals presently has acquired any shares
directly.
ITEM 5
Interest in Securities of the Issuer
------------------------------------
a) As of the date of this Report, KIM owns
120,600 Shares which represents 16.47% 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.
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c) Open market purchases and sales 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
11-25-97 (3250) 12.75
11-25-97 (850) 12.875
11-25-97 (12,500) 13.00
Total Shares 120,600
</TABLE>
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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.
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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.
By: /s/ George W. Karpus, Pres.
December 4, 1997 ---------------------------
- ---------------- Signature
Date
George W. Karpus, President
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Name / Title
