SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Preferred Income Management Fund Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037Q10
(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 28, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent or
less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Horejsi Enterprises, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,588,200
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,588,200
PERSON 10 SHARED DISPOSITIVE POWER
0 WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stewart R. Horejsi
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
0 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0 REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0 WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry L. Dunlap
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
0 OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
0 REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
0
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Amendment No. 3 to Statement on Schedule 13D
This amended statement on Schedule 13D relates to the Common Stock, $.01
par value per share (the "Shares") of Preferred Income Management Fund
Incorporated, a Maryland corporation (the "Company"). Items 3, 4, 5 and 7 of
this statement, previously filed by (i) Horesji Enterprises, Inc. ( HEI ), as a
direct beneficial owner of the Shares, and (ii) Stewart R. Horseji and Larry L.
Dunlap, by virtue of the relationships described previously in this statement,
(collectively, the Reporting Persons ) 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 HEI to acquire the Shares
reported in Item 5(c) was $1,420,346.50 (including commissions). Such funds
were or will be provided by HEI's cash on hand and margin borrowings under
accounts maintained by HEI with Bear Stearns Securities Corp. and by HEI and
related parties with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
previously reported in this statement on Schedule 13D.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
HEI purchased the Shares described in Item 5(c) of this Statement in
order to increase its equity interest in the Company. Depending upon its
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
HEI may from time to time purchase Shares, and any of the Reporting Persons or
other entities that may be deemed to be affiliated with HEI 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.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) HEI is the direct beneficial owner of 1,588,200 Shares, or
approximately 16.87% of the 9,416,743 Shares outstanding as of May 23, 1996,
according to information contained in the Company's 1996 proxy statement. By
virtue of the relationships previously reported in this statement, Mr. Horejsi
may be deemed to share indirect beneficial ownership of the Shares directly
beneficially owned by HEI. Mr. Horejsi disclaims all such beneficial ownership.
(c) The table below sets forth purchases of the Shares by the
Reporting Persons since October 22, 1996. All of such purchases were effected
by HEI on the New York Stock Exchange.
<TABLE>
<CAPTION>
Approximate Price
Per Share
Date Amount of Shares (exclusive of commissions)
<S> <C> <C>
10/23/96 21,000 $14.000
10/24/96 20,000 $14.000
10/25/96 6,000 $14.000
10/28/96 53,900 $14.125
</TABLE>
Item 7. Material to be Filed as Exhibits.
No change except for the addition of the following:
Exhibit 4. Power of Attorney dated as of October 24, 1996, executed
by Stewart R. Horejsi in favor of Stephen C. Miller.
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: November 4, 1996
/s/ Stephen C. Miller
Steven C. Miller, as attorney-in-fact
for Stewart R. Horejsi
/s/ Larry L. Dunlap
Larry L. Dunlap, individually and as
Chairman and President of Horejsi
Enterprises, Inc.
Exhibit 4
POWER OF ATTORNEY
BE IT KNOWN, that I, STEWART R. HOREJSI (the "Principal"), hereby appoint
STEPHEN C. MILLER (the "Agent"), of Boulder County, Colorado, my true and lawful
attorney-in-fact, with full power of substitution, hereby granting Agent full
power and authority for me and in my stead to do the following:
Execute, on behalf of the Principal, any Regulation 13D filing documents
or amendments thereto required by the Securities and Exchange Commission ("13D")
in connection with Principal's indirect beneficial ownership of securities
issued by Preferred Income Fund Management, Inc., upon such terms as the Agent
shall deem necessary or appropriate, to execute and deliver the 13D on behalf of
the Principal, and deliver any and all instruments and to do and perform any and
all acts which in Agent's judgment are necessary, convenient, or expedient in
the execution of the powers hereby granted, as fully as I might do if personally
present.
This Power of Attorney is coupled with an interest and shall not be
affected by my disability or incapacity, but shall remain in full force and
effect from time to time and at all times until my death or until expressly
revoked in writing and then until expressly revoked in writing and then until my
Agent shall be notified of my death or, in writing, of such revocation. Any
person may deal with my Agent or a duly appointed substitute or substitutes, in
full reliance that this Power of Attorney has not been revoked, upon the
submission of a written counterpart hereof or by a facsimile of a signed
counterpart hereof. This Power of Attorney is executed in Kansas and shall be
construed, administered and governed in accordance with the law of the State of
Kansas without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of
October, 1996.
PRINCIPAL:
/s/Stewart R. Horejsi
STEWART R. HOREJSI
State of Kansas )
) ss.
County of Saline )
The foregoing instrument was acknowledged before me, a notary public in
and for said County and State, this 24th day of October, 1996, by Stewart R.
Horejsi as "Principal" hereunder.
Witness my hand and official seal.
My Commission Expires: January 12, 2000.
(SEAL) /s/ Laura Rhodenbaugh
FORM OF SIGNATURE
The following is a specimen of the handwriting and form of signature to be
used by my Agent, as authorized in the foregoing instrument.
/s/ Stephen C. Miller
STEPHEN C. MILLER
