SC 13D/A 1 ngf08-01.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) NATIONS GOVERNMENT INCOME TERM TRUST 2004 (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 638584102 (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) AUGUST 8, 2001 (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. ITEM 1 SECURITY AND ISSUER COMMON STOCK NATIONS GOVERNMENT INCOME TERM TRUST 2004 NATIONSBANK N.S. ONE NATIONSBANK PLAZA T39-5 101 SOUTH TRYON STREET CHARLOTTE, N.C. 28255 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 INVESTMENTS). 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 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 ADVISOR, HAS ACCUMULATED SHARES OF NGF 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 NGF FIT THE INVESTMENT GUIDELINES FOR VARIOUS ACCOUNTS. SHARES HAVE BEEN ACQUIRED SINCE DECEMBER 12, 1997. . ITEM 5 INTEREST IN SECURITIES OF THE ISSUER A) AS OF THE DATE OF THIS REPORT, KIM OWNS 726,000 SHARES, WHICH REPRESENTS 6.18% OF THE OUTSTANDING SHARES. KARPUS INVESTMENT MANAGEMENT PROFIT SHARING PLAN PRESENTLY OWNS 750 SHARES PURCHASED ON AUGUST 4, 2000 @ $8.8125 PER SHARE (300 SHARES), AUGUST 16, 2000 @ $8.875 PER SHARE (200 SHARES), AND AUGUST 23, 2000 (300 SHARES) & SOLD 50 SHARES ON NOVEMBER 24, 2000 @ $9.25 PER SHARE. NONE OF THE OTHER PRINCIPLES OF KIM PRESENTLY OWNS SHARES OF NGF. 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 FOR THE LAST 60 DAYS FOR THE ACCOUNTS. THERE HAVE BEEN NO DISPOSITIONS AND NO ACQUISITIONS, OTHER THAN BY SUCH OPEN MARKET PURCHASES. DATE SHARES PRICE PER DATE SHARES PRICE PER SHARE SHARE 6/25/01 6400 9.82 7/19/01 3000 9.82 6/28/01 -1300 9.9 7/18/01 -8000 9.76 6/28/01 -300 9.88 7/20/01 -400 9.78 6/28/01 1100 9.82 7/31/01 -750 9.86 6/28/01 -1500 9.91 6/29/01 3700 9.82 THE ACCOUNTS HAVE THE RIGHT TO RECEIVE ALL DIVIDENDS FROM, ANY PROCEEDS FROM 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 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 NGF 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. AUGUST 8, 2001 BY:________________________ DATE SIGNATURE GEORGE W. KARPUS, PRESIDENT NAME/TITLE