UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
December 14, 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 1,060,900
Shares Bene-
ficially 8. Shares Voting Power
Owned by Each
Reporting 9. Sole Dispositive Power 1,060,900
Person With
10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,060,900
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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) 18.80%
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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. 11 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 $772,618.45. 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 December 21, 2000 Stewart R. Horejsi, on behalf of the
Trust, sent a letter to the Board of Directors of the Company
urging the Company to terminate the advisory contract with
Variable Annuity Life Insurance Company or, in the alternative,
to reduce the Board to five members, resign their Board
positions, and appoint the independent directors of the Boulder
Total Return Fund to fill the vacant slots until elections can be
held. The December 21, 2000 letter prepared by Mr. Horejsi is
attached as Exhibit 13 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 1,060,900
Shares, or approximately 18.80% 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 October 27, 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)
10/27/00 1000 $8.3125
10/30/00 3100 $8.3125
10/31/00 2200 $8.3125
11/01/00 100 $8.3125
11/03/00 500 $8.3125
11/06/00 900 $8.3125
11/07/00 1600 $8.3125
11/08/00 600 $8.3125
11/10/00 800 $8.2500
11/13/00 600 $8.1875
11/14/00 1100 $8.1875
11/15/00 500 $8.1250
11/17/00 1000 $8.1250
12/05/00 5800 $8.2500
12/05/00 2000 $8.2500
12/05/00 2000 $8.2500
12/06/00 4500 $8.2500
12/07/00 200 $8.2500
12/08/00 8000 $8.3750
12/08/00 5500 $8.3125
12/11/00 6000 $8.4375
12/11/00 1000 $8.3750
12/12/00 6000 $8.3750
12/13/00 400 $8.2500
12/13/00 300 $8.2500
12/14/00 10000 $8.3750
12/14/00 5200 $8.2500
12/15/00 1700 $8.2500
12/18/00 10000 $8.4375
12/18/00 5000 $8.3750
12/18/00 5000 $8.3750
Item 7. Material to be filed as Exhibits
Exhibit 13: Letter from Stewart R. Horejsi to the
Board of Directors of USLife Income Fund, Inc. dated December 21,
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: December 21, 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
Exhibit 13
ERNEST HOREJSI TRUST NO. 1B
614 BROADWAY
P.O. BOX 801
YANKTON, SOUTH DAKOTA 57078
December 21, 2000
VIA CERTIFIED MAIL
The Board of Directors of USLife Income Fund, Inc.
2929 Allen Parkway
Houston, Texas 77019
Gentlemen and Ladies:
I am writing this letter on behalf of the Ernest Horejsi Trust
No. 1B (the "Trust"), by far the largest shareholder of the Fund.
The Trust formally requests that the Board of Directors either
terminate the Fund's advisory contract with its present adviser, the
Variable Annuity Life Insurance Company (the "Adviser"), or resign
their Board positions in order to let the shareholders choose
directors who will better look after the direction of the Fund and
the interests of its shareholders.
Despite the adviser's consistently abysmal performance, the
Board has consistently and steadfastly supported and approved the
Adviser each of the last 2 years. Neither the Fund nor its
shareholders can afford such mismanagement to continue. From August
20, 1999 through December 8, 2000, the Fund's net asset value
slipped from $9.86 to $8.43; that is a 15% reduction in the
shareholders' NAV. This dismal performance occurred during a time
when most other investment companies have had very positive results.
Furthermore, the Board has been and continues to be resistant to
the Fund's owners having anything to say about how their Fund is
run.
These actions (and inactions) constitute an egregious breach
of the Board's fiduciary duty to the shareholders, especially when
taken in the context of the Fund's recent dismal performance and the
approximately $1 million of owners money the Board authorized to
keep inept incumbent management in place. Notably, the $1 million
represents about 2 percent of the Fund's market value and, when
aggregated with the 15% loss of NAV, begs the question of what level
of disaster needs to occur before this Board will see the light and
make the necessary changes.
Despite the Board's chronic indifference, we need to put this
disastrous period behind us. It is time for the Board to conduct
itself as mandated by the 40 Act, that is, as the "shareholders'
watchdog", and act in the best interest of the 7,000 people who have
invested their savings in the Fund and have seen those savings
dissipated under your watch. Considering that there are members of
the Board who have demonstrated a high level of
The Board of Directors of USLife Income Fund, Inc.
December 21, 2000
Page 2
public interest, these persons should encourage the balance of the
Board to regain its dignity by doing the right thing.
Accordingly, we urge you to terminate the advisory contract
with the Advisor or, in the alternative, reduce the size of the
Board to 5 members, resign your positions on the Board, and appoint
the independent directors of the Boulder Total Return Fund to fill
the vacant slots until elections can be held. Stand aside and let
someone manage the Fund who, unlike the current Board and Adviser,
really cares and has a vested interest in the Fund's future.
Sincerely,
/s/ Stewart R. Horejsi
Stewart R. Horejsi
