HYPERION 2002 TERM TRUST INC
SC 13D, 1998-11-17
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                  Under the Securities and Exchange Act of l934

                         HYPERION 2002 TERM TRUST, INC.
                                      (HTB)
                                (Name of Issuer)

                                    448915108
                                 (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)

                                November 12, 1998
             (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 5 pages)
                             There are no exhibits.

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                                 SCHEDULE 13D

CUSIP No. 448915108                                           Page 2 of   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

                         1,845,385 shares
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               1,845,835 shares

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,845,835 shares

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                            [ ]

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

     

14.  TYPE OF REPORTING PERSON*

     IA


                    *SEE INSTRUCTIONS BEFORE FILLING OUT!                 2 of 7
         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
            Hyperion 2002 Term Trust, Inc.
            Hyperion Capital Management, Inc.
            1 Liberty Plaza
            165 Broadway
            36th floor
            New York, New York 10006

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).
            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 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 judgement, 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 Condiderations
            -------------------------------------------------- 
            KIM, an independent investment advisor, has accumulated shares of
            HTB 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 HTB fit the investment guidelines for
            various Accounts. Shares have been acquired since September 19,
            1993.

ITEM 5      Interest in Securities of the Issuer
            ------------------------------------
            a)  As of the date of this Report, KIM owns 1,845,835 shares, which

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                represents 5.43% of the outstanding shares. George W. Karpus
                (President of KIM) presently owns 4,000 shares (purchases of
                6/1/95 600 shs.@ 7.25, 6/9/95 900 shares @ 7.375, 12/22/95
                1,500 shares @ 7.125, 7/3/96 1,000 shares @ 6.875).
                Sophie Karpus (Director) purchased 1,000 shares 11/7/94 @ 6.375.
                JoAnn VanDeGriff (Vice-President and Director) purchased
                12/19/96 200 shares @ 7.125 and 900 shares 12/20/96 @ 7.125.
                Karpus Investment Management Profit Sharing Plan Fund-B
                purchased 10/26/93 1,200 shares @ 7.75, 3/24/95 750 shares
                @6.875 and 3/27/95 250 shares @ 6.875.
            b)  KIM has the sole power to dispose of and to vote all such
                Shares under limited powers of attorney.
            c)  The first open market purchase occurred on February 8, 1995 as
                previously reported. There have been no dispositions and no
                acquisitions, other than by such open market purchases, during
                such period unless indicated.

     DATE       SHARES    PRICE PER              DATE       SHARES     PRICE PER
                            SHARE                                        SHARE

    9/1/98      9,600      8.3125              10/13/98      -1,000     8.3122
    9/3/98        100      8.3125              10/15/98       9,143     8.3125
    9/4/98        750      8.3125              10/16/98      20,000      8.375
    9/9/98      5,000      8.2500              10/19/98      20,250      8.375
   9/16/98      7,000      8.4375              10/19/98       3,000     8.3125
   9/17/98      4,000      8.3750              10/20/98       5,000      8.375
   9/22/98      4,900      8.3750              10/21/98      10,000     8.3125
   9/23/98     13,600      8.3750              10/22/98       3,000      8.375
   9/28/98      7,000      8.3750              10/27/98      -1,200      8.375
   9/29/98    117,700      8.3750              10/27/98       6,000     8.3125
   9/30/98      8,250      8.3750              10/27/98       7,500      8.375
   10/1/98     20,400       8.375              10/28/98      30,400     8.3125
   10/2/98     17,450       8.375              10/29/98       1,100     8.3125
   10/5/98     44,300       8.375              10/30/98       5,200      8.375
   10/6/98      2,000       8.375              10/27/98       6,000     8.3125
   10/9/98     23,500      8.3125              10/27/98       7,500      8.375
                                               10/28/98      30,400     8.3125
                                               10/29/98       1,100     8.3125
                                               10/30/98       5,200      8.375


                  The Accounts have the right to receive all dividends from. any
                  proceeds for 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 Share
                  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 BAT securities.


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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 the statement is true,
complete, and correct.

                                              Karpus Management, Inc.


November 13, 1998                             By: /s/ George W. Karpus, Pres
- -----------------                                 ------------------------------
      Date

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




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