-----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, M0YftR0l5gGy2xFKCPs1zIo9WLX596Mar2Pt3xOFtCcLfOXUITs/AuPk3ST3k6iJ aTcJjw5lXvszpDFk6IPlRg== 0001099343-00-000034.txt : 20001222 0001099343-00-000034.hdr.sgml : 20001222 ACCESSION NUMBER: 0001099343-00-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001221 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: 793168 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. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* 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 14, 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 1,060,900 Shares Bene- ficially 8. Shares Voting Power Owned by Each Reporting 9. Sole Dispositive Power 1,060,900 Person With 10. Shared Dispositive Power - ------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,060,900 - ------------------------------------------------------------------------ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------ 13. Percent of Class Represented by Amount in Row (11) 18.80% - ------------------------------------------------------------------------ 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. 11 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 $772,618.45. 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. On December 21, 2000 Stewart R. Horejsi, on behalf of the Trust, sent a letter to the Board of Directors of the Company urging the Company to terminate the advisory contract with Variable Annuity Life Insurance Company or, in the alternative, to reduce the Board to five members, resign their Board positions, and appoint the independent directors of the Boulder Total Return Fund to fill the vacant slots until elections can be held. The December 21, 2000 letter prepared by Mr. Horejsi is attached as Exhibit 13 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 1,060,900 Shares, or approximately 18.80% 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 October 27, 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) 10/27/00 1000 $8.3125 10/30/00 3100 $8.3125 10/31/00 2200 $8.3125 11/01/00 100 $8.3125 11/03/00 500 $8.3125 11/06/00 900 $8.3125 11/07/00 1600 $8.3125 11/08/00 600 $8.3125 11/10/00 800 $8.2500 11/13/00 600 $8.1875 11/14/00 1100 $8.1875 11/15/00 500 $8.1250 11/17/00 1000 $8.1250 12/05/00 5800 $8.2500 12/05/00 2000 $8.2500 12/05/00 2000 $8.2500 12/06/00 4500 $8.2500 12/07/00 200 $8.2500 12/08/00 8000 $8.3750 12/08/00 5500 $8.3125 12/11/00 6000 $8.4375 12/11/00 1000 $8.3750 12/12/00 6000 $8.3750 12/13/00 400 $8.2500 12/13/00 300 $8.2500 12/14/00 10000 $8.3750 12/14/00 5200 $8.2500 12/15/00 1700 $8.2500 12/18/00 10000 $8.4375 12/18/00 5000 $8.3750 12/18/00 5000 $8.3750 Item 7. Material to be filed as Exhibits Exhibit 13: Letter from Stewart R. Horejsi to the Board of Directors of USLife Income Fund, Inc. dated December 21, 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: December 21, 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 Exhibit 13 ERNEST HOREJSI TRUST NO. 1B 614 BROADWAY P.O. BOX 801 YANKTON, SOUTH DAKOTA 57078 December 21, 2000 VIA CERTIFIED MAIL The Board of Directors of USLife Income Fund, Inc. 2929 Allen Parkway Houston, Texas 77019 Gentlemen and Ladies: I am writing this letter on behalf of the Ernest Horejsi Trust No. 1B (the "Trust"), by far the largest shareholder of the Fund. The Trust formally requests that the Board of Directors either terminate the Fund's advisory contract with its present adviser, the Variable Annuity Life Insurance Company (the "Adviser"), or resign their Board positions in order to let the shareholders choose directors who will better look after the direction of the Fund and the interests of its shareholders. Despite the adviser's consistently abysmal performance, the Board has consistently and steadfastly supported and approved the Adviser each of the last 2 years. Neither the Fund nor its shareholders can afford such mismanagement to continue. From August 20, 1999 through December 8, 2000, the Fund's net asset value slipped from $9.86 to $8.43; that is a 15% reduction in the shareholders' NAV. This dismal performance occurred during a time when most other investment companies have had very positive results. Furthermore, the Board has been and continues to be resistant to the Fund's owners having anything to say about how their Fund is run. These actions (and inactions) constitute an egregious breach of the Board's fiduciary duty to the shareholders, especially when taken in the context of the Fund's recent dismal performance and the approximately $1 million of owners money the Board authorized to keep inept incumbent management in place. Notably, the $1 million represents about 2 percent of the Fund's market value and, when aggregated with the 15% loss of NAV, begs the question of what level of disaster needs to occur before this Board will see the light and make the necessary changes. Despite the Board's chronic indifference, we need to put this disastrous period behind us. It is time for the Board to conduct itself as mandated by the 40 Act, that is, as the "shareholders' watchdog", and act in the best interest of the 7,000 people who have invested their savings in the Fund and have seen those savings dissipated under your watch. Considering that there are members of the Board who have demonstrated a high level of The Board of Directors of USLife Income Fund, Inc. December 21, 2000 Page 2 public interest, these persons should encourage the balance of the Board to regain its dignity by doing the right thing. Accordingly, we urge you to terminate the advisory contract with the Advisor or, in the alternative, reduce the size of the Board to 5 members, resign your positions on the Board, and appoint the independent directors of the Boulder Total Return Fund to fill the vacant slots until elections can be held. Stand aside and let someone manage the Fund who, unlike the current Board and Adviser, really cares and has a vested interest in the Fund's future. Sincerely, /s/ Stewart R. Horejsi Stewart R. Horejsi -----END PRIVACY-ENHANCED MESSAGE-----