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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
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 9, 1998
(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 7 pages)
There are no exhibits
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SCHEDULE 13D
CUSIP No. 12017N105 Page 2 of 7 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) / /
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
111,650 shares
Number of Shares
8. Shared Voting Power
Beneficially
Owned by Each 9. Sole Dispositive Power
Reporting Person 111,650 shares
With 10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
111,650 shares
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (11)
15.39%
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, & 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
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
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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.
In addition to the fact that KIM has lost faith that the Board of
Directors, the management of BBG has continuously stalled and
evaded attempts by KIM to obtain a current list of shareholders.
As a shareholder of over 5% of the outstanding shares and having
held these shares in excess of a six month period KIM is entitled
to an inspection of the books and shareholder list of BBG under
Maryland Corporate Law. (BBG is incorporated in the State of
Maryland.) BBG continues to deny KIM their legal rights. KIM has
requested this list numerous times for the sole purpose of
communicating with fellow shareholders.
KIM has also requested an accounting of the mailing of proxy
materials from BBG, in anticipation that BBG had overcharged KIM
in this process. Once again, despite repeated attempts BBG has not
furnished or allowed access to KIM records that as a shareholder
of 15.67% are legally entitled Since BBG consistently denies KIM
rights that they are legally entitled, being denied freedom of
speech and the rights of inspection, KIM has no other recourse but
to explore all options available including possible litigation.
KIM is currently in the process or exploring all options that
their shareholder rights can be enforced.
KIM reserves the right to further acquire or dispose of Shares for
its Accounts. KIM will from time to time purchase or sell shares
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depending on the needs of the Accounts. Liquidity needs, additions
to Accounts, or realignment of risk level are all factors to be
considered in transactions of Shares.
None of the Principals presently has acquired shares directly.
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 111,650 Shares which
represents 15.39% 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 and sales since December 3, 1996 for the
Accounts.
Price Price
Date Shares Per Share Date Shares Per Share
12/3/96 300 12.625 4/22/97 600 12.125
12/9/96 700 12.625 4/23/97 400 12.125
12/10/96 1,300 12.625 4/24/97 4,200 12.125
12/12/96 200 12.625 5/16/97 24,200 12.25
12/13/96 3,800 12.625 5/19/97 900 12.25
12/16/96 1,500 12.625 5/20/97 100 12.25
12/17/96 200 12.625 5/22/97 800 12.25
1/7/97 700 12.375 5/23/97 1,200 12.25
1/8/97 900 12.375 5/27/97 3,400 12.25
1/15/97 500 12.375 5/28/97 300 12.25
1/16/97 200 12.375 5/29/97 100 12.25
1/17/97 300 12.375 5/30/97 600 12.25
2/21/97 1,100 12.625 6/12/97 150 12.375
2/24/97 2,100 12.625 6/16/97 1,500 12.375
2/25/97 1,000 12.75 6/17/97 1,900 12.375
2/26/97 800 12.625 6/18/97 1,500 12.375
3/10/97 1,000 12.5 6/19/97 4,100 12.375
3/11/97 2,000 12.5 7/28/97 1,200 12.6875
3/12/97 2,600 12.375 7/31/97 600 12.6875
4/3/97 2,000 12.125 8/1/97 1,000 12.6875
4/7/97 1,000 12.125 8/4/97 300 12.75
4/9/97 700 12.125 8/5/97 200 12.75
4/14/97 2,300 12.125 8/11/97 9,500 12.75
4/15/97 100 12.125 8/13/97 100 12.6875
4/16/97 400 12.125 8/15/97 2,200 12.6875
4/18/97 100 12.125 8/18/97 2,900 12.6875
4/21/97 1,100 12.125 8/20/97 200 12.6875
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Price Price
Date Shares Per Share Date Shares Per Share
8/21/97 1,400 12.6875 12/9/97 2,500 12.8125
8/22/97 600 12.6875 12/9/97 2,800 12.75
8/25/97 200 12.6875 12/12/97 -1,000 13
8/26/97 400 12.6875 12/16/97 -500 13.125
8/27/97 900 12.6875 12/17/97 2,000 13.1875
8/29/97 1,300 12.6875 12/17/97 -4,550 13.1875
9/2/97 1,100 12.6875 12/18/897 -3,400 12.8125
9/17/97 300 12.75 12/19/97 -2,900 12.875
10/2/97 600 12.8125 12/22/97 -4,000 13
10/3/97 8,100 12.8125 12/31/97 500 12.75
10/9/97 1,100 12.8125 12/31/97 -200 13
10/10/97 25,650 12.8125 1/5/98 1,600 12.9375
10/16/97 2,500 12.6875 1/7/98 -3,000 13.25
11/25/97 -850 12.875 2/4/98 1,500 13.625
11/25/97 -12,500 13
11/26/97 -3,250 12.75
12/3/97 500 12.875
12/4/97 200 12.875
12/8/97 -1,000 13 Total 111,650
The above listed shares have totaled 111,650 shares. 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.
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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.
Karpus Management, Inc.
February 9, 1998 By: /s/ George W. Karpus
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Date Signature
George W. Karpus, President
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Name / Title
