UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
September 21, 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. 0
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 907,800
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 907,800
Person With
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
907,800
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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) 16.09%
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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
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Amendment No. 9 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, 5 , and 7
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 $889,738.65. 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.
As previously disclosed in Amendment No. 8 to this Statement
on Schedule 13D, the Trust is soliciting proxies in connection with
the Company's 2000 annual meeting of shareholders in opposition to
certain proposals by the Company's management. In particular, the
Trust opposes the following: (i) an amendment to the Company's
Articles of Incorporation providing for the authorization and
issuance of blank check preferred stock; (ii) an amendment to the
Company's fundamental investment restriction regarding senior
securities which would permit the Company to issue preferred stock
and other senior securities; and (iii) an amendment to the Company's
fundamental investment restriction regarding borrowings which would
re-characterize senior securities such that they do not constitute
borrowings for purposes of such restriction. The Trust believes that
these proposals pose increased risks for the Company's shareholders,
would increase management fees, would result in additional
acquisitions by the Company of below-investment-grade securities,
and would have a number of other adverse impacts on shareholders.
The foregoing summary of the Trust's solicitation of proxies is
qualified in its entirety by reference to the Trust's proxy
statement dated August 31, 2000, and two (2) additional letters
dated September 13, 2000 and September 27, 2000 which are attached
hereto as Exhibits 10, 11 and 12, respectively, and incorporated in
this statement by reference.
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 907,800
Shares, or approximately 16.09% of the 5,643,768 Shares outstanding
as of August 21, 2000, according to information contained in the
Company's 2000 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 August 18, 2000. Such purchases were effected by
the Trust on the New York Stock Exchange.
Date Amount of Shares Approximate Price
Per Share
(exclusive of commissions)
08/18/00 2500 $8.5000
08/18/00 1000 $8.5000
08/21/00 4000 $8.4375
08/24/00 3000 $8.4375
09/16/00 700 $8.5625
09/07/00 500 $8.5625
09/08/00 2700 $8.5625
09/11/00 1900 $8.5625
09/12/00 2200 $8.5625
09/12/00 1600 $8.5625
09/13/00 4400 $8.5625
09/14/00 5000 $8.5625
09/18/00 10000 $8.5000
09/20/00 5500 $8.3125
09/20/00 5000 $8.3750
09/21/00 7000 $8.5000
09/21/00 6700 $8.3125
09/21/00 5000 $8.4375
09/21/00 5000 $8.4375
09/21/00 4500 $8.3125
09/21/00 2000 $8.3750
09/22/00 5100 $8.5000
09/25/00 4900 $8.3750
09/26/00 1400 $8.3750
09/27/00 8700 $8.3750
09/27/00 3500 $8.5000
09/27/00 1500 $8.4375
Item 7. Material to Be Filed as Exhibits
Exhibit 10: Proxy Statement In Opposition To the
Solicitation By The Board Of Directors Of USLife Income Fund,
Inc. by the Trust with accompanying Letter to Shareholders, dated
August 31, 2000, incorporated herein by reference to the Trust's
filing with the SEC on September 1, 2000.
Exhibit 11: Letter to Shareholders dated September
13, 2000, incorporated herein by reference to the Trust's filing
with the SEC on September 14, 2000.
Exhibit 12: Letter to Shareholders dated September
22, 2000, incorporated herein by reference to the Trust's filing
with the SEC on September 26, 2000.
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: September 28, 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
