SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 40)
Under the Securities and Exchange Act of 1934
Equus II Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
294766100
(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 9, 2005
(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 9 pages)
There are two exhibits.
ITEM 1 Security and Issuer
Common Stock
Equus II Inc.
Equus Capital Management Corp
The America Tower
2929 Allen Parkway
Suite 2500
Houston, Texas 77019-2120
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, Jo Ann Van Degriff, 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 EQS 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
a) 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 EQS fit the investment
guidelines for various Accounts. Shares have been acquired
since January 13, 2000.
b) Although initially purchased for investment purposes only,
KIM sent a letter to the Board of Directors to express our concern
over the Fund?s persistently wide discount and poor net asset value
performance. (Exhibit One).
c) A second letter was sent to the Board on February 8, 2005 to express
our frustration over the lack of action or communication by the Board.
(Exhibit Two).
ITEM 5 Interest in Securities of the Issuer
A) As of the date of this Report, KIM owns 515,728 shares,
which represents 8.20% of the outstanding Shares. George W. Karpus
currently owns 6,115 shares purchased on September 5, 2002 at $6.54.
Purchased on December 18, 2002 at $ 6.52 (100 shares), December 19
at $ 6.54 (1000 shares) and $ 6.53 (5000 shares) and $ 6.52 ( 900 shares)
and December 20 at $ 6.52 (2000 shares), on March 27, 2003 at $6.85
(100 shares) and (50 shares) at $ 6.84 and April 28, 2003 (50 shares) at $
7.08. July 29 at $ 7.47 ( 100 shares), August 2 at $7.46 and $7.47 (1000
shares), August 10 at $7.36 (100 shares), August 11 at $7.43 (765 shares),
August 19 at $ 7.37 (500 shares). He sold on January 8, 2003 at $ 6.75
(100 shares), and January 10, 2003 at $6.78 (1900 shares), on May 1 & 2
2003 at $ 7.21 (100 shares), May 8 & 9 2003 at $ 7.36 (100 shares), May
20, 2003 at $7.37 (50 shares), June 18, 2004 at $7.76 (800 shares),
July 2 at $ 7.76 ( 1100 shares) July 6 at $ 7.77 ( 100 shares), July 7 at
$ 7.75 ( 800 shares), September 15 at $ 7.80 & $ 7.84 (900 shares),
September 20 at $7.87 & $7.88 (100 shares), September 29 at $ 8.03
(700 shares), and November 1 at $8.19 (300 shares). Karpus Investment
Management Profit Sharing Plan presently owns 2,350 shares purchased
on January 13, 2000 at $10.19 (600 shares), September 13, 14, 22, 26, 27,
& 29 at $10.63 (1100 shares), October 6 at $10.56 (100 shares), 10 at
$10.50 (50 shares), & 23 at $9.88 (50 shares), November 6 at $10 (100
shares), December 8 at $8.81 (500 shares), April 17, 2001 at $8.85 (200
shares), May 1 at $9.11 (50 shares), 2, 4, & 17 at $9.23 (200 shares), 10 at
$9.05 (100 shares), June 21 at $9.25 (25 shares), and September 24 at
$8.35 (250 shares), on March 27, 2003 at $6.85 (50 shares) and (50
shares) at $6.84 and April 28, 2003 at $ 7.08 (50 shares), on May 8 & 9
2003 at $7.36 (100 shares), May 20, 2003 at $7.37 (50 shares), July 8,
2003 at $8.24 (1043 shares), and September 11 at $8.57 (250 shares).
Shares were sold on June 18 at $7.76 (500 shares), July 2 at $ 7.76 ( 700
shares), July 7 at $ 7.75 ( 500 shares), September 15 at $7.80 & $7.81 (500
shares), September 20 at $ 7.87 (50 shares), September 29 at $8.03 (500
shares), and November 1 at $8.19 (150 shares). Dana R. Consler currently
owns 525 shares purchased on December 21, 2000 at $8.69 (350 shares),
May 17, 2001 at $9.23 (50 shares), August 13 at $9.22 (150 shares),
August 14 at $9.21 (100 shares), on November 29, 65 shares were
received as a stock dividend payment, March 1, 2002 at $7.80 (25
shares), March 6 at $7.72 (25 shares), March 22 at $7.66 (25 shares), and
April 16 at $7.78 (25 shares), February 3, 2003 at $6.88 (225 shares),
February 11, 2003 at $6.54 (110 shares), September 8 at $8.80 (50 shares),
and September 10 at $8.65 (50 shares). He sold on June 18, 2004 at $7.76
(100 shares), July 2 at $ 7.76 ( 100 shares), July 7 at $ 7.75 ( 100 shares),
September 15 at $ 7.80 (100 shares), September 29 at $ 8.03 (100 shares),
and December 6 at $8.06 (225 shares). Jo Ann Van Degriff presently
owns 400 shares purchased on July 8, 2003 at $8.24 per share (750
shares), September 8 & 9 at $8.75 (100 shares), and September 8 at $8.80
(50 shares). She sold on June 18, 2004 at $7.76 (100 shares), July 2 at
$7.76 (100 shares) and July 7 at $7.75 ( 100 shares), September 15 at $
$7.80 (100 shares), September 29 at $ 8.03 (100 shares) . None of the
other Principals of KIM presently owns shares of EQS.
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
12/6/2004
-225
8.05
1/12/2005
800
7.64
12/8/2004
800
7.71
1/13/2005
5300
7.63
12/9/2004
4700
7.64
1/14/2005
800
7.62
12/10/2004
400
7.59
1/18/2005
4098
7.65
12/10/2004
-550
7.76
1/19/2005
1900
7.62
12/13/2004
1000
7.57
1/21/2005
800
7.62
12/14/2004
4500
7.49
1/24/2005
2685
7.68
12/15/2004
9100
7.49
1/26/2005
700
7.67
12/16/2004
1500
7.45
1/27/2005
3000
7.56
12/17/2004
1500
7.55
1/28/2005
100
7.55
12/20/2004
16200
7.53
12/21/2004
25200
7.55
12/22/2004
7000
7.51
12/27/2004
1500
7.57
12/28/2004
3100
7.57
12/29/2004
200
7.58
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 EQS 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 9, 2005 By:________________________
Date Signature
Jo Ann Van Degriff, Executive Vice President
Name/Title
EXHIBIT ONE
(Letter Sent to the Board December 3, 2004)
Equus II, Inc. December 3, 2004
Attn: Sam P. Douglass, Chairman
2727 Allen Parkway, 13th Floor
Houston, Texas 77019
Mr Douglass,
I write to the Board to express our extreme disappointment in the Board?s
decision not to return any capital to EQS Shareholders as a part of the Fund?s
year-end distribution. Karpus Investment Management (KIM) is the Fund?s
largest Shareholder and currently (as of November 30, 2004) owns 419,620
shares or 6.7 percent of the outstanding shares in the Fund.
This is an opportune time for the Fund to consider returning capital to its
investors, as the portfolio currently holds over 18 million dollars in cash
(as of September 30). Considering the Fund?s dismal investment
performance and its persistently wide discount to net asset value; the Board
owes it to Shareholders to allow them to access some of the Fund?s net asset
value.
Here is the Fund?s net asset performance relative to the S&P 500 index for
various holding periods ending September 30, 2004:
Holding Period EQS S&P 500
One-Year -8.48% 13.87%
Three-Year -7.17% 4.03%
Five-Year -8.58 -1.31%
Seven-Year -9.94 3.87%
Ten-Year -1.32 11.07
This record clearly demonstrates that Fund management has not added
value for Shareholders during any time period of evaluation. Further
evidence of this is the Fund?s investment in a venture capital fund. Why
would Fund management choose to invest in a venture capital fund if they
felt that they could add value with their own investment decisions?
Investors should not have to pay two percent a year to have a portfolio
manager stick their money in a venture capital fund and pay the fee that
that fund charges as well. They can make that investment directly and
save the additional fee. If you do not feel that you are competent at
selecting investments directly then you should hire another advisor to
run the Fund.
Fund management needs to both improve the management of the
portfolio (NAV performance) by considering changing investment advisors
and address the wide and persistent discount to net asset value (market price
performance) at which the Fund trades. This is the only way that the Board
can fulfill its fiduciary duty to both short term and long term Shareholders
and regain the confidence of their Shareholder base.
Investors should not pay a fee to have their money invested in Treasuries
and/or money market funds. Given that management is not good at
selecting investments, the large current cash balance in the Fund ($2.91
per share in cash) as well as the Fund?s large and persistent discount to
net asset value; the Fund?s best alternative to enhance Shareholder value
is to give this cash back to Shareholders. This could be done by means of
a large return of capital distribution, a tender offer, or a fixed distribution
policy with a finite life. Although share buy backs do add to net asset value,
they are a very ineffective means of narrowing and keeping narrow the Fund?s
discount to net asset value. Additionally, we believe that the Board should
consider an orderly liquidation of the Fund.
I urge the Board to take the steps necessary to address the Fund?s wide
discount to net asset value and poor NAV performance. Being fiduciaries,
management must act to mitigate the damage that has been done by returning
to Shareholders some of their net asset value and seeking better advice
regarding company selection.
I encourage the Board to contact our firm and other major Shareholders and
seek their feedback on means by which Shareholder value may be enhanced.
I thank you for your time and consideration and look forward to your response.
Sincerely,
Cody B. Bartlett Jr., CFA
EXHIBIT TWO
(Letter Sent to the Board February 8, 2005)
Equus II, Inc.
Attn: Sam P. Douglass, Chairman
2727 Allen Parkway, 13th Floor
Houston, Texas 77019
Members of the Board,
We are extremely disappointed that we have not heard back from
the Board since expressing our concerns regarding the Fund?s large
discount to net asset value, poor NAV performance, and large cash
position. Not only has the Board ignored the input of its largest
shareholder but it has sought and received exemptive relief from the
Securities and Exchange Commission to omit a Shareholder proposal
that called for the liquidation of the Fund. It appears that the Board is
taking a defensive position regarding shareholder input and is acting with
total disregard to reasonable ideas brought to them by Fund Shareholders.
The Shareholders of your Fund have endured significant economic loss at
the hands of the management?s poor investment decisions. Your Fund
continues to trade at one of the widest discounts in the industry and you
have done little to address Shareholder concerns over this discount. To add
insult to injury some of the directors of the Fund have accumulated Fund
shares at below market prices by exercising stock options that are meant to
be incentives for good investment performance. The exercise of these options
dilutes net asset value and further exacerbates the Fund?s poor net asset
performance. According to your 8-K filed on February 7, 2005, the most recent
options are being granted with an exercise price of $7.69 per share which was
the market price on the option grant date. This ?incentive? program would be
much more effective if the exercise price was significantly higher than the
current market price. I feel this is an egregious breach of your fiduciary
duty to Fund Shareholders.
Unless you act immediately to improve the Fund?s investment performance,
narrow the discount to net asset value and lower the Fund?s expense ratio we
will take actions to reimburse Shareholders for the liabilities that your Board
has subjected them to. Although a stock option program is legally permissible,
your administration of this plan is not congruent with the spirit of a stock
option program. Furthermore, your failure to address Shareholder concerns
and the defensiveness of your Board?s actions can in no way be viewed as an
enhancement of Shareholder value.
You are using our Fund?s assets to pay for this defense. Did the entire
Board meet to decide to attempt to exclude Mr. Edgar McDonald?s proposal
to liquidate the Fund? Did the Board consider putting the proposal on the
proxy materials as non-binding in order to survey Shareholder willingness for
the Fund to continue as a going concern? How much did it cost Fund
Shareholders for your Board to seek this exemptive relief?
Several other closed-end funds of a similar size have taken dramatic actions
to address and enhance Shareholder value. In fact, two business development
funds have been very successful in enhancing Shareholder value. One fund
agreed to liquidate its holdings and return investors? capital and the other
installed a new investment manager with a great track record to improve
performance and conducted a tender offer to return net asset value to
Shareholders that lost faith in the Fund?s management. Not only have you
done little to address your Fund?s problems and Shareholders? concerns but
you have intentionally made the situation worse by diluting the Fund?s net
asset value and fighting Shareholders.
It is time to stop the bleeding. You must take drastic actions to stop the
slow and steady dwindling of the Fund?s net asset value. We will act to
remedy your actions should you continue to fight to wishes of Fund
Shareholders. KIM expects the Board to do something significant to
enhance Shareholder value. We hope for significant action well in advance
of the next annual meeting.
Once again, we encourage the Board to contact us and other Shareholders
to gather feedback as to how the Fund can improve performance. Thank
you for your time and consideration.
Sincerely,
Cody B. Bartlett Jr., CFA