-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F+mseQYpkCy/vHlQZMzG6tv4U31ltz/pqlislBMcfJclRtKhw/eaB+Q1MA70Gh+f 9DBHDPaUyH2WIz3Ou4jHJw== /in/edgar/work/0001099343-00-000028/0001099343-00-000028.txt : 20000930 0001099343-00-000028.hdr.sgml : 20000930 ACCESSION NUMBER: 0001099343-00-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: USLIFE INCOME FUND INC CENTRAL INDEX KEY: 0000102426 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 132729672 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56589 FILM NUMBER: 730706 BUSINESS ADDRESS: STREET 1: 125 MAIDEN LN CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2127096090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER INVESTMENT ADVISERS LLC CENTRAL INDEX KEY: 0001099343 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 841496386 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1680 38TH STREET SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034445483 MAIL ADDRESS: STREET 1: 1680 38TH STREET SUITE 800 CITY: BOULDER STATE: CO ZIP: 80301 SC 13D/A 1 0001.txt AMENDMENT NO. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* USLIFE Income Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 917324105 (CUSIP Number) Stephen C. Miller, Esq. Krassa, Madsen & Miller, LLC 1680 38th Street, Suite 800 Boulder, Colorado 80301 (303) 442-2156 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 2000 (Date of Event which Requires Filing of this Statement) If the filing 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 ss.ss 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check the following box. 0 Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.ss 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ------------------------------------------------------------------- CUSIP No. 917324105 - ------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ernest Horejsi Trust No. 1B - ------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (A) (B) - ------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC OO - ------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------- 6. Citizenship or Place of Organization Kansas - ------------------------------------------------------------------- Number of 7. Sole Voting Power 907,800 Shares Bene- ficially 8. Shares Voting Power Owned by Each Reporting 9. Sole Dispositive Power 907,800 Person With 10. Shared Dispositive Power - ------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 907,800 - ------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 16.09% - ------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - ------------------------------------------------------------------- - ------------------------------------------------------------------- CUSIP No. 917324105 - ------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Stewart R. Horejsi - ------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (A) (B) - ------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------- 4. Source of Funds (See Instructions) Not applicable - ------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ------------------------------------------------------------------- Number of 7. Sole Voting Power 0 Shares Bene- ficially 8. Shares Voting Power 0 Owned by Each Reporting 9. Sole Dispositive Power 0 Person With 10. Shared Dispositive Power 0 - ------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - ------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) X - ------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - ------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------------- Amendment No. 9 to Statement on Schedule 13D This amended statement on Schedule 13D relates to the Common Stock, $1.00 par value per share (the "Shares"), USLIFE Income Fund, Inc., a Maryland corporation (the "Company"). Items 3, 4, 5 , and 7 of this statement, previously filed by the Ernest Horejsi Trust No. 1B (the "Trust"), as the direct beneficial owner of Shares, and Stewart R. Horejsi, by virtue of the relationships described previously in this statement, are hereby amended as set forth below. Item 3. Source and Amount of Funds or Other Consideration. No change except for the addition of the following: The total amount of funds required by the Trust to purchase the Shares as reported in Item 5(c) was $889,738.65. Such funds were provided by the Trust's cash on hand, from intertrust advances from affiliated trusts under the Cash Management Agreement and margin borrowings under a cash management account maintained by the Trust with Merrill Lynch, Pierce, Fenner & Smith Incorporated. Item 4. Purpose of Transaction. No change except for the addition of the following: The Trust acquired the Shares described in Item 5(c) of this statement in order to increase its equity interest in the Company. Depending upon their evaluation of the Company's investments and prospects, and upon future developments (including, but not limited to, performance of the Shares in the market, the effective yield on the Shares, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), any of the Reporting Persons or other entities that may be deemed to be affiliated with the Reporting Persons may from time to time purchase Shares, and any of the Reporting Persons or other entities that may be deemed to be affiliated with the Reporting Persons may from time to time dispose of all or a portion of the Shares held by such person, or cease buying or selling Shares. Any such additional purchases or sales of the Shares may be in open market or privately- negotiated transactions or otherwise. As previously disclosed in Amendment No. 8 to this Statement on Schedule 13D, the Trust is soliciting proxies in connection with the Company's 2000 annual meeting of shareholders in opposition to certain proposals by the Company's management. In particular, the Trust opposes the following: (i) an amendment to the Company's Articles of Incorporation providing for the authorization and issuance of blank check preferred stock; (ii) an amendment to the Company's fundamental investment restriction regarding senior securities which would permit the Company to issue preferred stock and other senior securities; and (iii) an amendment to the Company's fundamental investment restriction regarding borrowings which would re-characterize senior securities such that they do not constitute borrowings for purposes of such restriction. The Trust believes that these proposals pose increased risks for the Company's shareholders, would increase management fees, would result in additional acquisitions by the Company of below-investment-grade securities, and would have a number of other adverse impacts on shareholders. The foregoing summary of the Trust's solicitation of proxies is qualified in its entirety by reference to the Trust's proxy statement dated August 31, 2000, and two (2) additional letters dated September 13, 2000 and September 27, 2000 which are attached hereto as Exhibits 10, 11 and 12, respectively, and incorporated in this statement by reference. Item 5. Interest in Securities of the Issuer. No change except for the addition of the following: (a) The Trust is the direct beneficial owner of 907,800 Shares, or approximately 16.09% of the 5,643,768 Shares outstanding as of August 21, 2000, according to information contained in the Company's 2000 proxy statement. By virtue of the relationships reported in this statement, Mr. Horejsi may be deemed to share indirect beneficial ownership of the Shares directly beneficially owned by the Trust. Mr. Horejsi disclaims all such beneficial ownership. (c) The table below sets forth purchases of the Shares by the Trust since August 18, 2000. Such purchases were effected by the Trust on the New York Stock Exchange. Date Amount of Shares Approximate Price Per Share (exclusive of commissions) 08/18/00 2500 $8.5000 08/18/00 1000 $8.5000 08/21/00 4000 $8.4375 08/24/00 3000 $8.4375 09/16/00 700 $8.5625 09/07/00 500 $8.5625 09/08/00 2700 $8.5625 09/11/00 1900 $8.5625 09/12/00 2200 $8.5625 09/12/00 1600 $8.5625 09/13/00 4400 $8.5625 09/14/00 5000 $8.5625 09/18/00 10000 $8.5000 09/20/00 5500 $8.3125 09/20/00 5000 $8.3750 09/21/00 7000 $8.5000 09/21/00 6700 $8.3125 09/21/00 5000 $8.4375 09/21/00 5000 $8.4375 09/21/00 4500 $8.3125 09/21/00 2000 $8.3750 09/22/00 5100 $8.5000 09/25/00 4900 $8.3750 09/26/00 1400 $8.3750 09/27/00 8700 $8.3750 09/27/00 3500 $8.5000 09/27/00 1500 $8.4375 Item 7. Material to Be Filed as Exhibits Exhibit 10: Proxy Statement In Opposition To the Solicitation By The Board Of Directors Of USLife Income Fund, Inc. by the Trust with accompanying Letter to Shareholders, dated August 31, 2000, incorporated herein by reference to the Trust's filing with the SEC on September 1, 2000. Exhibit 11: Letter to Shareholders dated September 13, 2000, incorporated herein by reference to the Trust's filing with the SEC on September 14, 2000. Exhibit 12: Letter to Shareholders dated September 22, 2000, incorporated herein by reference to the Trust's filing with the SEC on September 26, 2000. 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. Date: September 28, 2000 /s/ Stewart R. Horejsi Stewart R. Horejsi /s/ Stephen C. Miller Stephen C. Miller, as Vice President of Badlands Trust Company, trustee of the Ernest Horejsi Trust No. 1B -----END PRIVACY-ENHANCED MESSAGE-----