<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 2 )
American Strategic Income Portfolio II, Inc.
(BSP)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
030099105
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
14 Tobey Village Office Park 14534
(716) 586-4680
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 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 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 5 pages)
There are no exhibits.
<PAGE>
SCHEDULE 13D
CUSIP No. 030099105 Page 2 of 5 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
NUMBER OF 291,031 Shares
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 291,031 Shares
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
291,031 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|__|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.62%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1 Security and Issuer
Common Stock
American Strategic Income Portfolio II, Inc.
Piper Capital Management, Inc.
222 South Ninth Street
Minneapolis, Minnesota 55402-3804
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 corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment adviser, has accumulated share of BSP 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 BSP fit the investment guidelines for various
Accounts. Shares of the fund have been acquired since September 14,
1995. KIM intends to influence management and the Board of Directors to
represent shareholder interests and to take steps to close the discount
to
<PAGE>
net asset value at which the Fund currently trades. On March 18,
1998 Piper Capital Management announced that it will recommend to the
board of directors that the Fund adopt new policies regarding share
repurchases and that the Fund adopt an open market repurchase plan.
This prompted KIM to withdraw any and all proposals made to the Fund.
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 291,031 Shares which
represents 1.62% of the outstanding Shares. None of the Principals
or KIM 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 since September 14, 1995 for the Accounts.
There have been no dispositions and no acquisitions, other then by
such open market purchases, during such period.
Purchase Shares Price Per Purchase Shares Price Per
Date Purchased Share Date Purchased Share
9/14/95 21,700 10.875 9/2/97 20,750 11.625
9/15/95 12,900 10.875 9/4/97 1,000 11.625
9/18/95 14,400 10.875 10/21/97 4,300 11.75
1/8/96 4,200 11 10/22/97 700 11.75
7/19/96 1,250 10.625 11/14/97 5,000 11.75
9/13/96 1,000 10.75 12/1/97 -18,081 12.99
12/27/96 5,300 10.875 12/3/97 22,000 11.6875
12/30/96 5,700 10.875 12/8/97 -8,588 12.99
1/13/97 2,500 10.875 12/8/97 41,900 11.6875
1/14/97 3,500 10.875 12/10/97 8,200 11.625
1/20/97 2,500 11 12/11/97 11,300 11.625
2/24/97 1,000 11.25 12/16/97 3,000 11.625
2/25/97 1,000 12.25 1/6/98 11,100 11.6875
3/6/97 500 11.25 1/7/98 23,800 11.75
4/9/97 3,000 11.25 1/7/98 600 11.6875
4/10/97 12,000 11.125 2/19/98 1,000 11.9375
4/14/97 39,000 11.125 3/9/98 11,500 11.875
7/8/97 12,500 11.5625 3/16/98 800 11.625
7/9/97 2,500 11.5625 3/17/98 2,800 11.625
8/25/97 1,500 11.625
The above listed transactions have totaled 291,031 Shares. Sale
transactions of December 1, 1997 and December 8, 1997 represent Shares
that were tendered to the Fund per tender offer. The Accounts have the
right to receive all dividends from, any proceeds
<PAGE>
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
BSP 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.
April 9, 1998 By: /s/ George W. Karpus Pres
Date -----------------------------
Signature
George W. Karpus, President
----------------------------
Name / Title
