EXCELSIOR INCOME SHARES INC
SC 13D/A, 1998-08-18
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 SCHEDULE 13D
                   Under the Securities Exchange Act of 1934
                              (Amendment No. 4)*

                         Excelsior Income Shares, Inc.
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                   300723103
                                (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)

                               August 10, 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 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 4 )

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                                  SCHEDULE 13D

CUSIP No. 300723103                                            Page 2 of 4 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
         I.D. # 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

                             113,477 Shares
  NUMBER OF SHARES  -----------------------------------------------------------
        BENE-        8       SHARED VOTING POWER     
      FICIALLY                                       
    OWNED BY EACH                                    
      REPORTING     -----------------------------------------------------------
       PERSON        9       SOLE DISPOSITIVE POWER
        WITH                 
                             113,477 Shares
                   -----------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER


                    -----------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  113,477 Shares
- -------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN 
         SHARES*                                                          [ ]

- -------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                  5.19%
- -------------------------------------------------------------------------------
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.
                                                                          2 OF 7
<PAGE>

ITEM 1    Security and Issuer
          Common Stock
          Excelsior Income Shares, Inc. ("EIS")
          73 Tremont Street
          Boston, Massachusetts  02108-3913
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 Van DeGriff, 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 Van DeGriff or Sophie Karpus 
          (the "Principals") or KIM has been convicted in the past 5 years of
          any criminal 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.
          e) 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 advisor, has accumulated 113,477
          shares of EIS on behalf of accounts that are managed by KIM ("the
          Accounts") under limited powers of attorney which represents 5.19%
          of the outstanding shares. 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
          conservative, fixed income manager, with a specialty focus in the
          closed end fund sector, the profile of EIS ( being a conservative
          investment grade fund) fit the investment guidelines for various
          Accounts.
ITEM 5    Interest in Securities of the Issuer
          a) As of the date of this Report, KIM owns 113,477 shares which
          represent 5.19% of the outstanding Shares. Karpus Investment
          Management Profit Sharing Plan purchased 100 shares at $16.125 on June
          29, 1995 and 400 shares at $16.125 on June 30, 1995. None of the
          Principals presently own shares.
          b) KIM has the sole power to dispose of and to vote all such Shares
          under limited powers of attorney.
          c) Open market purchases or sales in the last 60 days for the
          Accounts.


<PAGE>


Date         Shares     Price Per
                        Share

 7/13/98     -1,300      16.625
 7/14/98       -600      16.625

          There have been no dispositions and no acquisitions, other than by
          such open market purchases or sales, 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 the EIS
          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.

August 10, 1998                             By: /s/George W. Karpus
- ---------------                                 ---------------------------
         Date                                          Signature

                                            George W. Karpus, President
                                            ---------------------------
                                                    Name / Title





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