UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______________)
American Municipal Term Trust Inc.-II
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
027653104
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ X ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
<PAGE>
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CUSIP No. 027653104 13G Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sit Investment Associates, Inc.
41-1404829
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) _
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Minnesota
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5 SOLE VOTING POWER
698,000
NUMBER OF -------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 698,000
PERSON -------------------------------------------------------
WITH 8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.31%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Sit Investment Associates, Inc. (client accounts) IA
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<PAGE>
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CUSIP No. 027653104 13G Page 3 of 6 Pages
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ITEM 1 (a) Name of Issuer:
American Municipal Term Trust Inc.-II
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
222 South Ninth Street
Minneapolis, MN 55402
ITEM 2 (a) Name of Person Filing:
Sit Investment Associates, Inc.
Sit Investment Associates, Inc. ("SIA") is an Investment Adviser registered
under section 203 of the Investment Advisers Act of 1940.
SIA has four subsidiaries, each of which are registered Investment Advisers:
1. Sit Investment Fixed Income Advisers ("SIFIA") 41-1845054
2. Sit/Kim International Investment Associates, Inc. ("SKI") 36-3627319
3. Sit Fixed Income Advisors II, LLC 41-1894024
4. Sit/Kim International Investment Associates II, LLC ("SKI II") 41-1918565
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CUSIP No. 027653104 13G Page 4 of 6 Pages
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ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
4600 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
ITEM 2 (c) Citizenship: Minnesota Corporation
ITEM 2 (d) Title of Class of Securities: Common Stock
ITEM 2 (e) CUSIP Number: 027653104
ITEM 3 (e)
(a) [ ] Broker or Dealer registered under Section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment
Company Act
(e) [ X ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund: see section 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with section 240.13d-1(b)
(ii)(G) (Note :see Item 7)
(h) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(H)
ITEM 4 Ownership
(a) Amount Beneficially Owned:
Number of shares beneficially owned by each reporting person with sole
voting power; and aggregate amount beneficially owned by each reporting
person:
SIA and Affiliates Ownership (client accounts) as of 12/31/98: 698,000
(b) Percent of Class: 9.31% Common Stock
Common Stock Outstanding as of 12/31/98: 7,494,599
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CUSIP No. 027653104 13G Page 5 of 6 Pages
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(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 698,000
(ii) Shares power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of: 698,000
(iv) Shared power to dispose or to direct the disposition of:
ITEM 5 Ownership of Five Percent or Less of a Class: If this statement
is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person: N/A
ITEM 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
N/A
ITEM 8 Identification and Classification of Members of the Group:
N/A
ITEM 9 Notice of Dissolution of Group:
N/A
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CUSIP No. 027653104 13G Page 6 of 6 Pages
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ITEM 10 Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purposes of effect.
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.
SIT INVESTMENT ASSOCIATES, INC.
Date: February 16, 1999
By /s/ Paul E. Rasmussen
