-----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, Vsv706F5EzOh4dzkzxFcqDHuKgnEIJ3O7P91C40LM+G5CcNmvuJbtmg9elKcp8mB ZwXO/jFWjJxeJTE4kVBYeg== 0001099343-01-500006.txt : 20020413 0001099343-01-500006.hdr.sgml : 20020413 ACCESSION NUMBER: 0001099343-01-500006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011213 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: 1934 Act SEC FILE NUMBER: 005-56589 FILM NUMBER: 1812816 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 uifamendfourteentext.txt UIF 13D AMENDMENT NO. 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 14)* 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) December 11, 2001 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 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 1,166,400 Shares Bene- ficially 8. Shares Voting Power Owned by Each Reporting 9. Sole Dispositive Power 1,166,400 Person With 10. Shared Dispositive Power - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,166,400 - ------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 20.59% - ------------------------------------------------------------------------------- 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. 14 to Statement on Schedule 13D This amended statement on Schedule 13D relates to the Common Stock, $1.00 par value per share (the "Shares"), of 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 the 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 $48,859.85. 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. At the Company's annual meeting on October 30, 2001, the Company's proposal to approve the advisory contract with The Variable Annuity Life Insurance Company ("VALIC") was defeated by shareholders. As a result, five directors of the Company resigned and the Company scheduled a Special Meeting of shareholders for January 23, 2002 for the purpose of voting on nominees of the Trust to fill the five vacancies. On December 11, 2001, the Trust filed a definitive proxy statement with the SEC, indicating that the Trust will solicit proxies for the election of Alfred G. Aldridge, Richard I. Barr, Susan Ciciora, Joel W. Looney, and Stephen C. Miller at the Special Meeting. The Trust's definitive proxy statement is attached hereto as Exhibit 16 and incorporated by this reference. As indicated in the Company's information statement filed with the SEC on December 11, 2001, the Company's Board of Directors will not nominate directors or solicit proxies in opposition to the Trust's proposed nominees, and if the Trust's five nominees are elected at the Special Meeting of Shareholders, the three remaining Directors intend to immediately resign from the Board and VALIC intends to immediately resign as the Company's investment adviser. The Trust, Stewart Horejsi and Boulder Investment Advisers, L.L.C. have signed a mutual release of claims with each of the Fund's directors (including the five directors who have resigned), which release will terminate if the Trust's nominees are not elected or if the current directors do not resign after the election of the Trust's nominees. As a result of the shareholders' rejection of the Company's proposal to retain VALIC as the Company's investment advisor, the Company's current advisory contract with VALIC will terminate no later than January 25, 2002. If the Trust's nominees are elected to the Board, the Trust intends to propose that Boulder Investment Advisers, L.L.C. and Stewart Investment Advisers, the current adviser and sub-adviser to the Boulder Total Return Fund, Inc., be appointed as investment advisers to the Company. Stewart Horejsi, an investment consultant to the Trust, is also the portfolio manager for Boulder Investment Advisers, L.L.C. and Stewart Investment Advisers. The Trust may consider recommending to the Company's Board of Directors a change in the Company's investment policies that would permit the Company to invest in equity securities in addition to debt securities. 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 1,166,400 Shares, or approximately 20.59% of the 5,663,892 Shares outstanding as of December 10, 2001, according to information contained in the Company's information statement filed with the SEC on December 11, 2001. 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 October 26, 2001. Such purchases were effected by the Trust on the New York Stock Exchange. Date Amount of Shares Approximate Price Per Share (exclusive of commissions) 10/26/01 4,100 $8.000 10/30/01 1,000 $8.000 10/31/01 1,000 $8.000 Item 7. Material to be filed as Exhibits Exhibit 16: Definitive Proxy Statement filed by the Ernest Horejsi Trust No. 1B, incorporated herein by reference to the Trust's filing with the SEC on December 11, 2001. Signature After due 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: December 13, 2001 /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-----