HYPERION 2002 TERM TRUST INC
SC 13D/A, 1999-05-11
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                  Under the Securities and Exchange Act of l934
                                 (Amendment #6)

                         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)

                                   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.


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                                 SCHEDULE 13D

CUSIP No. 448915108                                            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

                              2,589,010
Number of Shares
                         8.   Shared Voting Power
 Beneficially

 Owned by Each
                         9.   Sole Dispositive Power
Reporting Person
                              2,589,010
     With
                         10.  Shared Dispositive Power



11.  Aggregate Amount Beneficially Owned by Each Reporting Person

     2,589,010

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

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

     7.63%

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.

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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 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 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 2,589,010 shares, which
          represents 7.63% 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 


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          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
      3/2/99       3000      8.3125             4/6/99      -1250       8.4375
      3/3/99        200      8.3125             4/8/99       5000          8.5
      3/4/99       6900      8.3125             4/9/99      10700       8.4375
      3/5/99       5175      8.3125            4/12/99        300       8.4375
      3/5/99       -200      8.4125            4/13/99       5600       8.4375
      3/8/99       3200      8.3125            4/13/99      -5000       8.4375
      3/8/99      -1000       8.375            4/14/99      12000       8.4375
      3/8/99       1000       8.375            4/15/99       2100       8.4375
      3/9/99       -200      8.4372            4/16/99       5900       8.4375
     3/10/99       -500      8.4372            4/16/99       1800          8.5
     3/11/99       5000       8.375            4/19/99       9200       8.4375
     3/12/99       9000      8.3125            4/20/99      15900       8.4375
     3/12/99        275       8.375            4/21/99       6300       8.4375
     3/15/99       -700      8.4372            4/22/99       4800       8.4375
     3/15/99        400      8.3125            4/23/99      -2000       8.4375
     3/16/99      -5000      8.4372            4/23/99     -10000       8.4375
     3/16/99       7600       8.375            4/23/99       2000       8.4375
     3/17/99      -1100      8.4372            4/29/99       2450       8.4375
     3/17/99      10000       8.375            4/30/99      -2750       8.4375
     3/18/99       3200       8.375            4/30/99       6300       8.4375
     3/19/99     -15400      8.4372
     3/19/99        200       8.375
     3/19/99      15000      8.4375
     3/22/99      10900       8.375
     3/23/99       -950       8.375
     3/23/99      22900       8.375
     3/24/99       4100       8.375
     3/24/99        200       8.405
     3/25/99       1800       8.375
     3/25/99      -2500       8.375
     3/25/99      33600       8.375
     3/29/99       2500      8.4375
     3/30/99      -1500       8.375
     3/30/99       3000      8.4375

* THE 10,000 SHARES FROM 04-23-99 WERE TRANSFERRED OUT OF OUR CLIENT'S ACCOUNT.

          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 HTB 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 the 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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