0001638181-15-000004.txt : 20150505 0001638181-15-000004.hdr.sgml : 20150505 20150505190008 ACCESSION NUMBER: 0001638181-15-000004 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150320 FILED AS OF DATE: 20150505 DATE AS OF CHANGE: 20150505 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BOULDER GROWTH & INCOME FUND CENTRAL INDEX KEY: 0000102426 IRS NUMBER: 132729672 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 BUSINESS ADDRESS: STREET 1: 2344 SPRUCE STREET STREET 2: SUITE A CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3034445483 MAIL ADDRESS: STREET 1: 2344 SPRUCE STREET STREET 2: SUITE A CITY: BOULDER STATE: CO ZIP: 80302 FORMER COMPANY: FORMER CONFORMED NAME: USLIFE INCOME FUND INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOREJSI STEWART R CENTRAL INDEX KEY: 0001246903 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02328 FILM NUMBER: 15834616 MAIL ADDRESS: STREET 1: 2121 E. CRAWFORD PLACE CITY: SALINA STATE: KS ZIP: 67401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STEWART R. HOREJSI TRUST NO. 2 CENTRAL INDEX KEY: 0001638181 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02328 FILM NUMBER: 15834617 BUSINESS ADDRESS: STREET 1: C/O ALASKA TRUST COMPANY STREET 2: 1029 WEST 3RD AVENUE, SUITE 400 CITY: ANCHORAGE STATE: AK ZIP: 99501 BUSINESS PHONE: 907-278-6775 MAIL ADDRESS: STREET 1: C/O ALASKA TRUST COMPANY STREET 2: 1029 WEST 3RD AVENUE, SUITE 400 CITY: ANCHORAGE STATE: AK ZIP: 99501 FORMER NAME: FORMER CONFORMED NAME: Stewart R. Horejsi Trust No. 2 DATE OF NAME CHANGE: 20150330 3/A 1 primary_doc.xml PRIMARY DOCUMENT X0206 3/A 2015-03-20 2015-03-31 0 0000102426 BOULDER GROWTH & INCOME FUND BIF 0001638181 STEWART R. HOREJSI TRUST NO. 2 C/O ALASKA TRUST COMPANY 1029 WEST 3RD AVENUE, SUITE 400 ANCHORAGE AK 99501 0 0 1 0 0001246903 HOREJSI STEWART R 2121 E. CRAWFORD PLACE SALINA KS 67401 0 0 1 0 Common Stock 2411987 D On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement"). Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares"). The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73 and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of FOFI shares received 1.111719 BIF Shares for each FOFI share owned. Fractional shares were paid in cash. In connection with the Reorganization, the Stewart R. Horejsi Trust No. 2 received 2,411,987 BIF Shares (and cash for fractional shares, if any) for its 2,169,602 shares of FOFI. The trustees of the Stewart R. Horejsi Trust No. 2 (the "Trust") are Alaska Trust Company ("Alaska Trust"), Laura Tatooles and Brian Sippy. Such trustees may be deemed to control the Trust and may be deemed to possess indirect beneficial ownership of the shares held by the Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over shares held by the Trust. Accordingly, Alaska Trust, Ms. Tatooles and Mr. Sippy disclaim beneficial ownership of the shares beneficially owned, directly or indirectly, by the Trust. As a result of his advisory role with the Trust, Stewart R. Horejsi may be deemed to have indirect beneficial ownership of the shares directly beneficially owned by the Trust. However, Mr. Horejsi disclaims such beneficial ownership of the shares directly beneficially held by the Trust. The Trust and trusts, persons and entities affiliated with the reporting person(s), including Evergreen Atlantic, LLC, Lola Brown Trust No. 1B, Ernest Horejsi Trust No. 1B, Mildred B. Horejsi Trust, Stewart West Indies Trust, Susan L. Ciciora Trust, Susan L. Ciciora and Ellen O. Cooper (the "Horejsi Affiliates") own an aggregate of 45,444,843 shares of BIF. This Form 3/A (this "Amendment") is being filed by the Reporting Person to amend and restate in its entirety the Form 3 originally filed by the Reporting Person with the Securities and Exchange Commission on March 31, 2015 (the "Original Form 3"). This Amendment revises the Original Form 3 by (i) correcting the aggregate amount of BIF shares owned by the Horejsi Affiliates, which exact amount was unknown at the time of filing the original Form 3 and (ii) amending the footnotes to provide more adequate disclosure of the Reorganization. /s/ Douglas J. Blattmachr, President, Alaska Trust Company, trustee of the Stewart R. Horejsi Trust No. 2 2015-05-05 /s/ Stewart R. Horejsi 2015-05-05