<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 1 )
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)
March 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 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. 0030099105 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 275,931 Shares
SHARES ------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH ------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 275,931 Shares
------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
275,931 Shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|__|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.54%
- --------------------------------------------------------------------------------
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. This may include a
proposal at the next shareholder meeting.
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 275,931 Shares which
represents 1.54% 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 4/14/97 39,000 11.125
9/15/95 12,900 10.875 7/8/97 12,500 11.5625
9/18/95 14,400 10.875 7/9/97 2,500 11.5625
1/8/96 4,200 11 8/25/97 1,500 11.625
7/19/96 1,250 10.625 9/2/97 20,750 11.625
9/13/96 1,000 10.75 9/4/97 1,000 11.625
12/27/96 5,300 10.875 10/21/97 4,300 11.75
12/30/96 5,700 10.875 10/22/97 700 11.75
1/13/97 2,500 10.875 11/14/97 5,000 11.75
1/14/97 3,500 10.875 12/1/97 -18,081 12.99
1/20/97 2,500 11 12/3/97 22,000 11.6875
2/24/97 1,000 11.25 12/8/97 -8,588 12.99
2/25/97 1,000 12.25 12/8/97 41,900 11.6875
3/6/97 500 11.25 12/10/97 8,200 11.625
4/9/97 3,000 11.25 12/11/97 11,300 11.625
4/10/97 12,000 11.125 12/16/97 3,000 11.625
1/6/98 11,100 11.6875
1/7/98 23,800 11.75
1/7/98 600 11.6875
2/19/98 1,000 11.9375
The above listed transactions have totaled 275,931 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 from the sale of, the Shares. None of the
Accounts has an interest in Shares constituting more than 5%
of the Shares outstanding.
<PAGE>
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.
March 10, 1998 By: /s/ George W. Karpus, President
- -------------- -------------------------------------
Date Signature
George W. Karpus, President
---------------------------
Name / Title
