AMERICAN MUNICIPAL TERM TRUST INC III
SC 13D/A, 1999-05-11
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                (Amendment No 3)
                  Under the Securities and Exchange Act of 1934

                     AMERICAN MUNICIPAL TERM TRUST, INC. III
                                      (CXT)
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    027654102
                                 (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)

                                   May 6, 1999
             (Date of Event which Requires Filing of this Statement)

        If the 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. / /

                               (Page 1 of 4 pages)
                             There are no exhibits.

<PAGE>


CUSIP No. 027654102               SCHEDULE 13D                 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

                              377,850
Number of Shares
                         8.   Shared Voting Power
 Beneficially

 Owned by Each
                         9.   Sole Dispositive Power
Reporting Person
                              377,850
     With
                         10.  Shared Dispositive Power



11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     377,850

12.  Check Box if the Aggregate Amount in Row (11)
     Excludes Certain Shares*                                     / /

13.  Percent of Class Represented by Amount in Row (11)

     7.13%

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
                  American Municipal Term Trust, Inc. III
                  Piper Capital Management, Inc.
                  Piper Jaffray Tower
                  222 South 9th Street
                  Minneapolis, MN   55402

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, trust 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 five years of any criminal proceeding
                       (excluding traffic violations).
                  e)   During the last five years none 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 corporation.

ITEM 3            Source and Amount of Funds or Other Considerations

                  KIM, an independent investment advisor, has accumulated shares
                  of CXT 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 CXT fit the
                  investment guidelines for various Accounts.  Shares have been
                  acquired since October 18, 1993.

ITEM 5            Interest in Securities of the Issuer
                  a)   As of the date of this Report, KIM owns 377,850 shares,
                       which represents 7.13% of the outstanding Shares.
                       George W. Karpus, (President of KIM) presently owns
                       6,500 shares purchased on February 27, 1997 at $9.315
                       per share (1000 shares), July 9 at $10.375 per share
                       (1000 shares), July 15,1998 at $11.00 per share (1,100
                       shares), and September 2 at $11.00 per share (1400
                       shares). Karpus Management, Inc. owns 1,000 shares
                       purchased on March 29 & 30, 1995 at a price of $9.125
                       per share. None of the other Principals presently owns
                       shares.
                  b)   KIM has the sole power to dispose of and to vote all of
                       such Shares under limited powers of attorney.

<PAGE>

                  c)   The first open market purchase occurred on October 18,
                       1993 as previously reported. Open market purchases for
                       the last 60 days for the Accounts. There have been no
                       dispositions and no acquisitions, other than by such
                       open market purchases, during such period unless
                       indicated.

<TABLE>
<CAPTION>

        Date      Shares   Price Per                    Date      Shares    Price Per
                               Share                                            Share
<S>               <C>      <C>                       <C>          <C>       <C>

      3/2/99        6000       11.25                  4/8/99       -1650       11.125
      3/4/99        2500     11.1875                  4/9/99        -600       11.125
      3/8/99       -1000     11.1875                 4/15/99         500       11.125
      3/8/99        1000     11.1875                 4/20/99        3500       11.125
     3/11/99        4500      11.125                 4/22/99         200       11.125
     3/12/99         900      11.125                 4/23/99        2100       11.125
     3/15/99        1600      11.125                 4/27/99        1000      11.1875
     3/16/99         500     11.0625                 4/27/99        2200       11.125
     3/17/99        4500     11.0625                 4/29/99         500      11.1875
     3/19/99        2600      11.125                 4/30/99        2500      11.1875
     3/22/99        9900      11.125                 4/30/99        1800       11.125
     3/23/99       13100      11.125
     3/24/99        1800      11.125
     3/26/99        5200      11.125
     3/29/99       14100      11.125

</TABLE>


               The Accounts have the right to receive all dividends from, any
               proceeds from the sale of the Shares. KIM reserves the right to
               further accumulate or sell 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
               CXT 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.

May 6, 1999                                          By: /s/ George W. Karpus
- -----------                                             ------------------------
   Date                                                         Signature
                                                     George W. Karpus, President
                                                     ---------------------------
                                                               Name/Title




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