HYPERION 2002 TERM TRUST INC
SC 13D/A, 1999-01-21
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                 Under the Securities and Exchange Act of l934
                                 (Amendment #2)

                         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)

                                January 19, 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 5 pages)
                             There are no exhibits.


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                                 SCHEDULE 13D

CUSIP No. 448915108                                           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

                         1,993,585
   NUMBER OF
     SHARES          8.  SHARED VOTING POWER
  BENEFICIALLY
    OWNED BY
      EACH
    REPORTING        9.  SOLE DISPOSITIVE POWER
     PERSON
      WITH               1,993,585

                    10.  SHARED DISPOSITIVE POWER



11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,993,585

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

                                                                            [ ]

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

     5.87%

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.

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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 1,993,585 shares, 
                  which 


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                  represents 5.87% 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

  11/2/98         800       8.375             12/1/98        5000       8.3125
  11/2/98      18,000      8.3125             12/2/98        2600       8.3125
  11/5/98       4,000      8.3125             12/2/98        2500       8.3146
  11/9/98         750      8.3125             12/3/98        4500       8.3125
 11/11/98       4,000        8.25             12/4/98        6000       8.3125
 11/12/98       3,500      8.3125             12/9/98        2000        8.375
 11/13/98       7,250      8.3125            12/10/98        3500        8.375
 11/16/98       7,900      8.3125            12/14/98        3500        8.375
 11/17/98      12,650      8.3125            12/14/98       -1000        8.375
 11/18/98      28,400      8.3125            12/15/98        -500        8.375
 11/18/98       2,000       8.152            12/16/98       -3000       8.3122
 11/19/98       2,500      8.3125            12/17/98        6200       8.3125
 11/20/98       1,500       8.375            12/18/98        1000       8.3125
 11/20/98       6,700      8.3125            12/21/98         650        8.375
 11/23/98      12,700      8.3125            12/23/98        7200       8.3125
 11/24/98      10,500      8.3125            12/23/98        1000        8.375
 11/25/98       3,500      8.3125            12/24/98        2400       8.3125
 11/27/98         100      8.3125            12/28/98        7200       8.3125
 11/30/98       7,600      8.3125            12/29/98        1300       8.3125
                                             12/30/98        8500       8.3125

                  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.

ITEM 7        Materials to be filed as Exhibits 
              Not applicable.

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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.

January 19, 1999                            By: /s/ George W. Karpus, President
- ----------------                               --------------------------------
        Date                                            Signature

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






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