0001099343-01-500005.txt : 20011031
0001099343-01-500005.hdr.sgml : 20011031
ACCESSION NUMBER: 0001099343-01-500005
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20011029
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: 1768232
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
uifamendthirteentext.txt
UIF 13D AMENDMENT NO. 13
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. 13)*
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)
October 24, 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 1,160,300
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,160,300
Person With
10. Shared Dispositive Power
-------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,160,300
-------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11) 20.49%
-------------------------------------------------------------------------
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. 13 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 $467,344.80. 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 October 24, 2001, Stewart R. Horejsi, on behalf of the
Trust, sent a letter to each of the members of the Board of
Directors of the Company requesting that the Board do, among other
things, the following: (1) preserve the Fund's current tax-loss
carry-forward; (2) spread Fund expenses over a broader asset base;
and (3) appoint Richard I. Barr, Alfred G. Aldridge, Jr. and Joel W.
Looney to fill existing (or newly created) vacancies on the Board,
and then resign their positions as directors of the Fund. The
October 24, 2001 letter prepared by Mr. Horejsi is attached as
Exhibit 15 and is 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 1,160,300
Shares, or approximately 20.49% of the 5,663,892 Shares outstanding
as of August 2, 2001, according to information contained in the
Company's 2001 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 July 16, 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)
07/16/01 1,300 8.460
07/19/01 2,000 8.550
07/19/01 1,400 8.500
07/20/01 3,600 8.500
07/23/01 400 8.500
07/24/01 100 8.500
07/25/01 400 8.500
07/26/01 1,000 8.500
07/27/01 5,000 8.680
07/27/01 4,300 8.680
07/27/01 2,600 8.600
07/27/01 2,400 8.650
07/27/01 1,500 8.700
07/27/01 1,500 8.650
07/27/01 1,500 8.580
07/27/01 1,000 8.550
07/30/01 4,800 8.750
07/30/01 3,000 8.700
07/30/01 1,200 8.720
07/30/01 1,000 8.750
07/30/01 900 8.700
07/30/01 500 8.750
10/01/01 7,000 8.000
10/01/01 500 7.980
10/23/01 3,000 7.950
10/23/01 1,000 7.920
10/24/01 2,000 7.980
10/24/01 200 7.950
Item 7. Material to be filed as Exhibits
Exhibit 15: Letter from Stewart R. Horejsi to each
of the members of the Board of Directors of USLIFE Income Fund,
Inc. dated October 24, 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: October 26, 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
Exhibit 15
STEWART R. HOREJSI
200 SOUTH SANTA FE
SALINA, KANSAS 67401
October 24, 2001
Dr. Judith L. Craven
3212 Ewing Street
Houston, Texas 77004
Dr. Norman Hackerman
3 Woodstone Square
Austin, Texas 78703
Ben H. Love
4407 Eaton Circle
Colleyville, Texas 76034
Dr. Timothy J. Ebner
321 Church Street
Minneapolis, Minnesota 55455
Judge Gustavo E. Gonzales, Jr.
2014 Main, Suite 210
Dallas, Texas 75201
Dr. John Wm. Lancaster
4624 Braeburn
Bellaire, Texas 77401
Dr. John E. Maupin, Jr.
1005 DB Todd Building
Nashville, Tennessee 37208
Dr. F. Robert Paulsen
2801 North Indian Ruins
Tucson, Arizona 85715
To the Board Members of USLife Income Fund (the "Fund"):
I am writing this letter on behalf of the Ernest Horejsi
Trust No. 1B, by far the Fund's largest shareholder.
We have taken a hard look at preliminary voting results on
the Board's proposal to retain The Variable Annuity Life
Insurance Company (VALIC) as the Fund's adviser. Current tallies
indicate that the Board's recommendation will be soundly defeated
by Horejsi and Non-Horejsi shareholders alike at the meeting on
October 30.
We believe that the final vote will send a loud message to
the Board that its past approach to overseeing the Fund was not
only ineffective, but also detrimental to shareholders. We also
believe that it will send a message of rejection not only of
VALIC, but also of the incumbent directors who recommended VALIC.
It appears that shareholders have lost confidence in this
Board's ability to direct the Fund. As the Fund's largest
shareholder, we respectfully request that the Board do the
following:
1. Preserve The Fund's Current Tax-Loss Carry-Forward. This is
a significant shareholder asset. [Footnote 1] The Board
must preserve this asset to offset future gains when a new
adviser is engaged. Notably, proper stewardship of this
asset precludes liquidating the Fund, as liquidation would
result in a permanent loss of the carry-forward, a move
contrary to shareholders' best interest.
2. Spread Fund Expenses over a Broader Asset Base. The Fund's
current NAV is barely half of its original NAV, now in the
range of $45 million. Because of this minimal level of
assets, the Fund's overhead has become larger by comparison.
Buying back shares or making a tender offer would further
reduce NAV and result in an undue overhead expense for
remaining shareholders.
3. Fill Director Vacancies and Director Resignations. We urge
the current Board members to appoint Richard I. Barr, Alfred
G. Aldridge, Jr. and Joel W. Looney to fill existing (or
newly created) vacancies, and then resign their positions as
directors of the Fund. Based on preliminary results of the
"contested" proposal, it should be clear that shareholders
no longer have confidence in this Board's decision-making
and thus its members should step down and allow the newly
appointed directors to make decisions about the future
direction of the Fund.
We believe it is incumbent on this Board to resign and fill
the vacancies quickly so that shareholders' confidence can be
restored and they can be reassured that someone is looking out
for their best interests. Each suggested board member indicated
above is currently a director of a very successful closed-end
registered investment company (the Boulder Total Return Fund,
Inc.) [Footnote 2], has indicated a willingness to serve as a
director of the Fund, owns shares of the Fund, and would be
considered "not interested" as required under the 1940 Act. The
individuals will provide the Board with resumes upon request.
Also, they have indicated a willingness to meet with the Board at
its convenience so that current members can feel comfortable that
they have left the Fund in competent hands. As a suggestion, and
in the interest of saving on travel and related expenses, the
individuals named above will be attending an Investment Company
Institute Directors' Conference in Houston, Texas from November
12th to the 14th and could make themselves available for an
interview with some or all of the Board members. Since it
appears that there is a large Texas constituency on the current
Board, this may be a convenient place and time for the Board to
meet and consider these candidates.
We look for a number of characteristics in our prospective
board members. We look for candidates who (i) have an ownership
position in the Fund and thus whose interests are aligned with
Fund performance; (ii) will be proactive in overseeing a new
adviser's performance; (iii) will select a new adviser and hold
it accountable for providing shareholders with good, long-term
investment results, (iv) understand the extraordinary value of
the Fund's loss carry-forward, are capable of finding an adviser
who can utilize it, and will not permit any portion of it to
lapse as it did last year to the tune of $1 million, and (v) will
take steps to reduce the effective burden of Fund expenses by
spreading them over more assets - not less. We feel confident
that the individuals listed above exhibit all of these
characteristics and values.
The Board of Directors has a fiduciary obligation to act in
the best interests of shareholders. In this regard, the
Directors had a duty to select and make a recommendation for the
best adviser they could find. Although we believe the Board
proposed VALIC in good faith, the proposal was uninspired and
lacked the vision necessary to bring the Fund out of the
"cellar". It now appears that the Board's proposal will be
soundly defeated on October 30 and, thereafter, the Fund will be
left to deal with the economic and procedural consequences of the
Board's failed proposal. Notably, the Fund's proxy states that
if VALIC does not receive the required vote, the Board intends to
"evaluate alternatives". However, based on its having advanced
VALIC as the "best" choice for the Fund's adviser, we doubt that
shareholders will have much confidence in this Board's ability to
"evaluate alternatives". And if the Board intends to recommend
to shareholders its "second best" selection for adviser to the
Fund, since shareholders have already rejected the Board's "best"
choice, it is questionable whether they will embrace the Board's
"second best".
The existing Board has had ample opportunity to make the
Fund a more profitable venture for its shareholders. It is
apparent that the Board has failed in this endeavor, especially
in light of its recommendation of continuing VALIC as the Fund's
adviser. We hope now that the Board will do the right thing and
step aside and let new directors set a new course for the Fund.
We hope that you will consider these recommendations of your
largest shareholder and look forward to hearing from you or your
representative soon.
Sincerely
/s/ Stewart R. Horejsi
Stewart R. Horejsi
cc: Daniel E. Stoller, Esq.
Thomas R. Stephens, Esq.
Footnote 1: We believe the Fund has approximately $1.50 per
share of tax-loss carry-forwards which is a latent asset of the
Fund, providing future tax benefits to owners of approximately
$0.60 per share.
Footnote 2: Mr. Barr is also a director of First Financial Fund,
consistently one of the best performing closed-end funds in the
country.