UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
August 16, 2000
(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.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)
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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 802,500
Shares Bene-
ficially 8. Shares Voting Power 0
Owned by Each
Reporting 9. Sole Dispositive Power 802,500
Person With
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 802,500
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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) 14.22%
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14. Type of Reporting Person (See Instructions) OO
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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)
Stewart R. Horejsi
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(A)
(B)
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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%
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14. Type of Reporting Person (See Instructions) IN
Amendment No. 8 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 $49,704.80. 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 August 2, 2000, the Company filed a preliminary proxy statement
with the Securities and Exchange Commission, indicating that the Company
will seek shareholder approval at the Company's annual meeting, which the
Company has scheduled for October 3, 2000, of several proposals (the
"Proposals") related to certain of the Company's fundamental investment
restrictions. Generally, the Proposals would permit the Company to issue
shares of preferred stock and other senior securities. According to the
Company's preliminary proxy statement, the Company plans to use the
proceeds of any senior securities to invest in securities that are below
investment grade.
The Trust has determined to oppose the Company's Proposals and to
solicit proxies in opposition to the Company's Proposals. In particular,
the Trust believes that the Company's Proposals will fundamentally and
adversely alter the investment approach previously pursued by the Company
and that borrowing money and issuing senior securities, with the proceeds
being used to acquire below investment grade securities, is not in the best
interests of the Company and its shareholders.
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 802,500 Shares, or
approximately 14.22% of the 5,643,768 Shares outstanding as of July 6, 2000,
according to information contained in the Company's preliminary proxy statement
for its October 3, 2000 annual meeting. 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
August 4, 2000. Such purchases were effected by the Trust on the New York Stock
Exchange.
Approximate Price Per Share
Date Amount of Shares (exclusive of commissions)
8/7/2000 1,100 $8.4375
8/8/2000 700 8.4375
8/14/2000 3,000 8.625
8/16/2000 1,000 8.5625
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: August 18, 2000
/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
