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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
USLIFE INCOME FUND, INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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[USLIFE INCOME FUND INC. LETTERHEAD]
TIME IS SHORT -- VOTE THE BLUE PROXY CARD TODAY
November 22, 1999
Dear USLIFE Income Fund Shareholder:
The December 3 Annual Meeting of Shareholders is now little more than a
week away, and it is extremely important that your shares be voted. By signing,
dating and mailing the enclosed BLUE proxy card today, you can help protect the
value of your USLIFE Income Fund shares and preserve your Fund's dividend
policy. We urge you not to delay. Please vote the BLUE proxy card today.
A CLOSER LOOK AT THE HOREJSI GROUP
You may have received proxy solicitation material and a white proxy card
from a dissident shareholder, the Ernest Horejsi Trust No. 1B, and one of its
beneficiaries, Stewart R. Horejsi. In a self-serving effort -- which we believe
would benefit only the Horejsi group -- these dissidents want to put four of
their nominees on your Fund's Board of Directors and change your Fund's
investment policy so that it invests in riskier equity securities in addition to
the fixed income securities in which your Fund currently invests. AS THE HOREJSI
GROUP HAS ACKNOWLEDGED, THE CHANGES THEY WANT WOULD RESULT IN A DECREASE IN THE
DIVIDENDS YOU RECEIVE FROM THE FUND.
As we have detailed in an earlier letter to you -- and we cited the Horejsi
group's own words and actions as proof -- this is what is likely to happen if
the Horejsi group succeeds in its apparent goal of ultimately taking control of
your Fund:
- LOWER DIVIDENDS
- GREATER DISCOUNT TO NET ASSET VALUE which could result in LOWER STOCK
PRICE
- INCREASED RISK
- HIGHER ADVISORY FEES
If the Horejsi group really wanted to invest in a mutual fund that invests
in both fixed income and equity securities, there are more than 1,000 closed-end
and open-end funds listed by Lipper Analytical Services that invest in both
types of
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securities. So why has the Horejsi group selected your Fund and initiated this
proxy contest, and why are they spending substantial sums of their own money in
an effort to procure four Board seats? We think the answer is obvious: their
eventual goal is to install their own affiliates as your Fund's investment
advisers and substantially increase the advisory fees your Fund will pay. That
is how the Horejsi group stands to benefit.
THE HOREJSI GROUP ALREADY HAS DONE THIS ONCE --
DON'T LET THEM DO IT TO YOU
Earlier this year, the Horejsi group took control of another fixed income
fund, the Preferred Income Management Fund (which they renamed the Boulder Total
Return Fund). After taking control of the Boulder Fund, the Horejsi group
installed its two inexperienced affiliates as advisers -- AND THE ADVISORY FEES
BEING PAID BY THAT FUND ARE INCREASING BY 64%! In our view, that is what the
Horejsi group's interest in your Fund is all about.
From January 23, 1998, when the Horejsi group first disclosed publicly that
it was considering seeking Board seats on the Boulder Fund, until November 12,
1999, THAT FUND'S STOCK PRICE PLUMMETED BY 31% -- from $15.69 to $10.88 per
share -- as shown in the graph below:
BOULDER TOTAL RETURN FUND -- WEEKLY CLOSING PRICE
(January 23, 1998 through November 12, 1999)
[GRAPH]
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In addition, during that same period of time the Boulder Fund's discount to
net asset value dramatically increased from 2.9% to 21.4%. Assuming a constant
net asset value, the greater the discount, the lower the market value of the
shares.
THE CHOICE IS CLEAR
You, as an owner of USLIFE Income Fund shares, now have the unique
opportunity to reject the Horejsi group, its tactics and its nominees. All you
need to do is to sign, date and return your BLUE proxy card in the enclosed
postage-paid envelope.
The choice is clear. Time is short so it is important that you vote your
BLUE proxy card today. Even if you previously voted on the Horejsi group's white
proxy card, you can easily revoke that vote by sending in a later dated BLUE
proxy card.
If you have any questions or need assistance in voting your shares, please
call the firm assisting your Fund in the solicitation of proxies, Georgeson
Shareholder Communications, Inc., toll free at 1-800-223-2064.
Again, we thank you for your time, trust and support.
Sincerely,
/s/ ALICE T. KANE
Alice T. Kane
President
IMPORTANT
If your shares are held in your own name, please sign, date and return the
enclosed BLUE proxy card today. If your shares are held in "Street-Name," only
your broker or your bank can vote your shares. Please direct the person
responsible for your account to execute on your behalf a BLUE proxy card with a
vote FOR Proposals 1 and 2.
We urge you not to sign any white proxy card you may receive from the Horejsi
group.
If you have any questions or need assistance in voting your shares, please call
the firm assisting us in the solicitation of proxies:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 STATE STREET
NEW YORK, NEW YORK 10004
BANKS AND BROKERS CALL COLLECT: (212) 440-9800
ALL OTHERS CALL TOLL FREE: 1 (800) 223-2064
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