SC 13D/A 1 mnb02-03.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No 3) Minnesota Municipal Term Trust II, Inc. (MNB) (Name of Issuer) Common Stock (Title of Class of Securities) 604066100 (CUSIP Number) George W. Karpus, President Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sullys Trail Pittsford, New York 14534 (585) 586-4680 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2003 (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 Minnesota Municipal Term Trust II, Inc. First American Asset Management P.O. Box 8218 Boston, MA 02266 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) 183 Sullys Trail 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 MNB 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 MNB fit the investment guidelines for various Accounts. Shares have been acquired since September 27, 2001. ITEM 5 Interest in Securities of the Issuer a) As of the date of this Report, KIM owns 283,900 shares, which represents 8.21% of the outstanding Shares. George Karpus presently owns 5,600 shares purchased on December 4, 2001 at $10.51 (5,000 shares), July 29, 2002 at $10.58 (100 shares), and October 22 at $10.44 (2,500 shares). He sold on May 31, 2002 at $10.63 (100 shares), and July 19 at $10.69 (1,900 shares) and January 6, 2003 at $10.47 (50 shares). Jo Ann Van Degriff owns 3,150 shares purchased on December 12, 2001 at $10.43 (200 shares), and July 11, 2002 at $10.54 (3,000 shares). She sold on January 6, 2003 at $10.47 (50 shares). None of the other Principals presently owns shares. b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney. c) The first open market purchase occurred on September 27, 2001 as previously reported. 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, during such period unless indicated. DATE SHARES PRICE PER DATE SHARES PRICE PER SHARE SHARE 12/2/2002 500 10.47 1/6/2003 -6200 10.47 12/23/2002 7300 10.43 1/8/2003 4000 10.42 1/10/2003 -100 10.42 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 MNB 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. February 7, 2003 By:________________________ Date Signature George W. Karpus, President Name/Title