UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
USLIFE Income Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
917324105
(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 6, 1999
(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.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits.
See 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).
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CUSIP No. 917324105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Ernest Horejsi Trust No. 1B
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
3. SEC Use Only
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4. Source of Funds (See Instructions) WC OO
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization Kansas
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Number of 7. Sole Voting Power 376,800
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 376,800
Person With
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
376,800
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
6.68%
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14. Type of Reporting Person (See Instructions)
OO
<PAGE>
CUSIP No. 917324105
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Stewart R. Horejsi
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
3. SEC Use Only
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4. Source of Funds (See Instructions) Not applicable
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6. Citizenship or Place of Organization United States
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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
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) X
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13. Percent of Class Represented by Amount in Row (11)
0%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
<PAGE>
Amendment No. 1 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 and 5 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 $539,621.35. Such funds were provided by the
Trust's cash on hand and from intertrust advances from the Lola Brown Trust No.
1B. Such advances bear interest at short term applicable federal rates and are
due monthly.
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.
As previously reported in this statement, in July 1999 the Trust
submitted a shareholder proposal to the Company recommending that the Company's
board of directors terminate the investment advisory agreement between the
Company and Variable Annuity Life Insurance Company and solicit competitive
proposals for a new investment advisor who would invest the Company's assets in
equity securities as well as fixed income securities. The Company has opposed
the Trust's efforts to have the shareholder proposal submitted to the Company's
shareholders and has sought the concurrence of the staff of the Securities and
Exchange Commission that the Company can omit the Trust's proposal. The Trust
has not been notified as to whether the staff of the Securities and Exchange
Commission has made a decision on the Company's request.
However, as a result of the Company's response to the Trust's proposal,
the Trust has determined to solicit proxies in connection with the Company's
1999 annual meeting of shareholders with respect to election of the four
directors being elected at such meeting. Because the Company has a classified
Board, the Trust, if successful, would only be able to elect four of the twelve
directors of the Company. The Trust will also solicit proxies in support of a
proposal that the Company's board of directors consider changing the Company's
investment policy so as to invest in equity securities in addition to fixed
income securities.
As previously indicated in this statement, the Reporting Persons may
seek control of the Company. The Trust currently intends to increase its
ownership of Shares until it is able to influence the Company to implement the
change in investment policy.
As previously indicated in this statement, the Reporting Persons
believe that implementation of the change in investment policy is likely to
significantly reduce the Company's dividends because equity securities typically
pay smaller dividends than fixed income securities. In addition, the Reporting
Persons believe that implementation of the change in investment policy would
likely increase the volatility of the price of the Shares. However, the
Reporting Persons believe that total after tax returns of a fund that invests in
equity securities in addition to fixed income securities is likely to be greater
than a fund, like the Company, that invests solely in fixed income securities.
The Reporting Persons believe that, during the period in which a change in
investment policy is being debated and implemented, the Shares' discount to net
asset value may increase significantly. Finally, the Reporting Persons believe
that implementation of a change in the Company's investment strategy to include
equity securities in addition to fixed income securities may take some period of
time.
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 376,800 Shares, or
approximately 6.68% of the 5,643,768 Shares outstanding as of
October 6, 1998, according to information contained in the
Company's 1998 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 23, 1999. Such purchases were effected by the
Trust on the New York Stock Exchange.
Approximate Price
Date Amount of Shares Per Share
(exclusive of commissions)
8/6/99 5,000 $9.4375
8/9/99 5,000 $9.4375
8/10/99 6,000 $9.4375
8/10/99 2,000 $9.375
8/12/99 2,000 $9.375
8/16/99 2,000 $9.4375
8/16/99 6,900 $9.50
9/16/99 2,000 $9.25
9/16/99 3,000 $9.3125
9/20/99 2,000 $9.25
9/21/99 800 $9.25
9/22/99 400 $9.25
9/23/99 1,100 $9.25
9/24/99 100 $9.25
9/27/99 2,300 $9.25
9/28/99 700 $9.25
9/29/99 1,300 $9.25
9/30/99 2,000 $9.25
10/1/99 7,500 $9.25
10/4/99 2,400 $9.1875
10/5/99 1,700 $9.1875
10/6/99 1,200 $9.1875
10/7/99 300 $9.1875
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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: October 13, 1999
/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
