-----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, WvJHOWVl2km/VxIfRX78hMSa8eVGCnuIEuOulzc6/MTO3SoSr90AjuebyN9hNQLu /jrCgeyIEgAUBScpkQTsIw== 0000922996-96-000016.txt : 19961106 0000922996-96-000016.hdr.sgml : 19961106 ACCESSION NUMBER: 0000922996-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961104 SROS: NYSE GROUP MEMBERS: HOREJSI ENTERPRISES INC GROUP MEMBERS: LARRY L. DUNLAP GROUP MEMBERS: STEWART R. HOREJSI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREFERRED INCOME MANAGEMENT FUND INC CENTRAL INDEX KEY: 0000895422 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954405635 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46927 FILM NUMBER: 96653742 BUSINESS ADDRESS: STREET 1: C/O FLAHERTY & CRUMRINE INC STREET 2: 301 E COLORADO BLVD STE 720 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187957300 MAIL ADDRESS: STREET 1: 301 COLORADO BLVD STREET 2: STE 720 CITY: PASADENA STATE: CA ZIP: 91101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOREJSI ENTERPRISES INC CENTRAL INDEX KEY: 0001021255 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 253 NORTH SANTE FE STREET 2: P O BOX 45 CITY: SALINA STATE: KS ZIP: 67402-0045 MAIL ADDRESS: STREET 1: 253 NORTH SANTA FE STREET 2: P O BOX 45 CITY: SALINA STATE: KS ZIP: 67402 SC 13D/A 1 AMENDMENT 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Preferred Income Management Fund Incorporated (Name of Issuer) Common Stock (Title of Class of Securities) 74037Q10 (CUSIP Number) Thomas R. Stephens, Esq. Bartlit Beck Herman Palenchar & Scott 511 Sixteenth Street Suite 700 Denver, Colorado 80202 (303) 592-3100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 28, 1996 (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 Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). (Continued on following page(s)) Page 1 of 9 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Horejsi Enterprises, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC OO 5 CHECK BOX 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 SHARES 1,588,200 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,588,200 PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,588,200 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.87% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stewart R. Horejsi 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Larry L. Dunlap 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX 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 BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON 10 SHARED DISPOSITIVE POWER 0 WITH 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* IN * SEE INSTRUCTIONS BEFORE FILLING OUT! Amendment No. 3 to Statement on Schedule 13D This amended statement on Schedule 13D relates to the Common Stock, $.01 par value per share (the "Shares") of Preferred Income Management Fund Incorporated, a Maryland corporation (the "Company"). Items 3, 4, 5 and 7 of this statement, previously filed by (i) Horesji Enterprises, Inc. ( HEI ), as a direct beneficial owner of the Shares, and (ii) Stewart R. Horseji and Larry L. Dunlap, by virtue of the relationships described previously in this statement, (collectively, the Reporting Persons ) 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 HEI to acquire the Shares reported in Item 5(c) was $1,420,346.50 (including commissions). Such funds were or will be provided by HEI's cash on hand and margin borrowings under accounts maintained by HEI with Bear Stearns Securities Corp. and by HEI and related parties with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as previously reported in this statement on Schedule 13D. Item 4. Purpose of Transaction. No change except for the addition of the following: HEI purchased the Shares described in Item 5(c) of this Statement in order to increase its equity interest in the Company. Depending upon its 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 HEI may from time to time purchase Shares, and any of the Reporting Persons or other entities that may be deemed to be affiliated with HEI 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. Item 5. Interest in Securities of the Issuer. No change except for the addition of the following: (a) HEI is the direct beneficial owner of 1,588,200 Shares, or approximately 16.87% of the 9,416,743 Shares outstanding as of May 23, 1996, according to information contained in the Company's 1996 proxy statement. By virtue of the relationships previously reported in this statement, Mr. Horejsi may be deemed to share indirect beneficial ownership of the Shares directly beneficially owned by HEI. Mr. Horejsi disclaims all such beneficial ownership. (c) The table below sets forth purchases of the Shares by the Reporting Persons since October 22, 1996. All of such purchases were effected by HEI on the New York Stock Exchange.
Approximate Price Per Share Date Amount of Shares (exclusive of commissions) 10/23/96 21,000 $14.000 10/24/96 20,000 $14.000 10/25/96 6,000 $14.000 10/28/96 53,900 $14.125
Item 7. Material to be Filed as Exhibits. No change except for the addition of the following: Exhibit 4. Power of Attorney dated as of October 24, 1996, executed by Stewart R. Horejsi in favor of Stephen C. Miller. 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: November 4, 1996 /s/ Stephen C. Miller Steven C. Miller, as attorney-in-fact for Stewart R. Horejsi /s/ Larry L. Dunlap Larry L. Dunlap, individually and as Chairman and President of Horejsi Enterprises, Inc. EX-24 2 POWER OF ATTORNEY Exhibit 4 POWER OF ATTORNEY BE IT KNOWN, that I, STEWART R. HOREJSI (the "Principal"), hereby appoint STEPHEN C. MILLER (the "Agent"), of Boulder County, Colorado, my true and lawful attorney-in-fact, with full power of substitution, hereby granting Agent full power and authority for me and in my stead to do the following: Execute, on behalf of the Principal, any Regulation 13D filing documents or amendments thereto required by the Securities and Exchange Commission ("13D") in connection with Principal's indirect beneficial ownership of securities issued by Preferred Income Fund Management, Inc., upon such terms as the Agent shall deem necessary or appropriate, to execute and deliver the 13D on behalf of the Principal, and deliver any and all instruments and to do and perform any and all acts which in Agent's judgment are necessary, convenient, or expedient in the execution of the powers hereby granted, as fully as I might do if personally present. This Power of Attorney is coupled with an interest and shall not be affected by my disability or incapacity, but shall remain in full force and effect from time to time and at all times until my death or until expressly revoked in writing and then until expressly revoked in writing and then until my Agent shall be notified of my death or, in writing, of such revocation. Any person may deal with my Agent or a duly appointed substitute or substitutes, in full reliance that this Power of Attorney has not been revoked, upon the submission of a written counterpart hereof or by a facsimile of a signed counterpart hereof. This Power of Attorney is executed in Kansas and shall be construed, administered and governed in accordance with the law of the State of Kansas without regard to principles of conflicts of laws. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of October, 1996. PRINCIPAL: /s/Stewart R. Horejsi STEWART R. HOREJSI State of Kansas ) ) ss. County of Saline ) The foregoing instrument was acknowledged before me, a notary public in and for said County and State, this 24th day of October, 1996, by Stewart R. Horejsi as "Principal" hereunder. Witness my hand and official seal. My Commission Expires: January 12, 2000. (SEAL) /s/ Laura Rhodenbaugh FORM OF SIGNATURE The following is a specimen of the handwriting and form of signature to be used by my Agent, as authorized in the foregoing instrument. /s/ Stephen C. Miller STEPHEN C. MILLER -----END PRIVACY-ENHANCED MESSAGE-----