SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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 14, 1997
(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 [ ] .
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))
Cusip No. 74037Q10
Page 1 of 14
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
7 SOLE VOTING POWER
NUMBER OF
SHARES
2,071,430
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING
2,071,430
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,071,430
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
14 TYPE OF REPORTING PERSON*
CO
Cusip No. 74037Q10
Page 2 of 14 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
Cusip No. 74037Q10
Page 3 of 14 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
Cusip No. 74037Q10
Page 4 of 14 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lola Brown Trust No. 1B
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
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,519,265
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 1,519,265
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,519,265
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.13%
14 TYPE OF REPORTING PERSON*
OO
Cusip No. 74037Q10
Page 5 of 14 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Badlands Trust Company
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
South Dakota
7 SOLE VOTING POWER
NUMBER OF
SHARES 12,735
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 12,735
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,735
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.13%
14 TYPE OF REPORTING PERSON*
CO
Cusip No. 74037Q10
Page 6 of 14 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stewart R. Horejsi Trust No. 2
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
Kansas
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
9 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
10 SHARED DISPOSITIVE POWER
PERSON
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
OO
Page 7 of 14
Amendment No. 17 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 2, 3, 4,
5, 6 and 7 of this statement, previously filed by (i) Horejsi Enterprises,
Inc. ("HEI"), as a direct beneficial owner of the Shares, (ii) The Lola
Brown Trust No. 1B (the "Brown Trust") as the direct beneficial owner of
Shares, and (iii) Stewart R. Horejsi and Larry L. Dunlap, by virtue of the
relationships described previously in this statement, are hereby amended
as set forth below.
Item 2. Identity and Background
No change except for the addition of the following:
(a) In addition to HEI, the Brown Trust and Messrs. Horejsi and
Dunlap, this statement is also filed by Badlands Trust Company
("Badlands"), as the direct holder of Shares, and by Stewart R. Horejsi
Trust No. 2 (the "Stewart Horejsi Trust"), as the sole stockholder of
Badlands. HEI, the Brown Trust, Badlands, the Stewart Horejsi Trust and
Messrs. Horejsi and Dunlap are referred to in this statement as the
"Reporting Persons." By signing this statement, each Reporting Person
agrees that this statement is filed on its or his behalf.
The directors of Badlands are Mr. Dunlap, Stephen C. Miller, John
Raforth, Tom Foye and Susan Ciciora. The executive officers of Badlands
are Stephen C. Miller, President, John Raforth, Secretary, and Laura
Rhodenbaugh, Cashier.
Trustees of Stewart Horejsi Trust are Mr. Dunlap, Ms. Ciciora and
Robert H. Kastner.
(b) The business address of Badlands is 818 St. Joseph Street,
P.O. Box 2670, Rapid City, South Dakota 57709. The business address of
the Stewart Horejsi Trust is 253 North Santa Fe, Salina, Kansas 67402.
The business address of Messrs. Raforth and Foye is 818 St. Joseph
Street, P.O. Box 2670, Rapid City, South Dakota 57709. The business
address of Ms. Rhodenbaugh is 253 North Santa Fe, Salina, Kansas 67402.
The business address of Mr. Kastner is 127 South 8th Street, Salina,
Kansas 67401.
(c) Badlands is a corporation organized to act as a private trust
company to administer the Brown Trust as well as other affiliated trusts.
The Stewart Horejsi Trust is a trust organized by Mr. Horejsi for the
benefit of his issue.
Mr. Miller is general counsel of a subsidiary of HEI and is an
attorney in private practice. Messrs. Raforth and Foye are attorneys in
private practice. Ms. Ciciora is Mr. Horejsi's daughter and a trustee of
several affiliated trusts. Ms. Rhodenbaugh is assistant manager of Brown
Welding Supply, L.L.C. Mr. Kastner owns and operates a plumbing business.
(d) None of Badlands, the Stewart Horejsi Trust, and, to the best
knowledge of the Reporting Persons, the executive officers and directors
of Badlands and the trustees of the Stewart Horejsi Trust, has been
convicted in a criminal proceeding in the past five years (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of Badlands, the Stewart
Horejsi Trust, and, to the best knowledge of the Reporting Persons, the
executive officers and directors of Badlands and the trustees of the
Stewart Horejsi Trust, was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws of finding any violation with respect to
such laws.
(f) Badlands is a South Dakota corporation. The Stewart Horejsi
Trust is a Kansas trust. The executive officers and directors of Badlands
and the trustees of the Stewart Horejsi Trust are all citizens of the
United States.
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 and the Brown Trust to acquire
the Shares reported in Item 5(c) was $1,297,489.50 (including
commissions). Such funds were or will be provided by the Brown Trust's
cash on hand and margin borrowings under accounts maintained by the Brown
Trust with Merrill Lynch International Bank Limited.
The total amount of funds required by Badlands to acquire the Shares
reported in Item 5(c) was $199,939.50 (including commissions). Such funds
were or will be provided by Badland's cash on hand.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
The Brown Trust purchased the Shares described in Item 5(c) of this
statement in order to increase its equity interest in the Company.
Badlands purchased the Shares described in Item 5(c) to acquire an 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 HEI,
the Brown Trust, Badlands or the Stewart Horejsi Trust 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, the Brown Trust, Badlands or
the Stewart Horejsi Trust 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) The Brown Trust is the direct beneficial owner of 1,519,265
Shares, or approximately 16.13% of the 9,416,743 Shares outstanding as of
May 1, 1997, according to information contained in the Company's 1997
proxy statement. By virtue of the relationships previously reported in
this statement, the trustees of the Brown Trust's trustees may be deemed
to share indirect beneficial ownership of the Shares directly beneficially
owned by the Brown Trust. The trustees of the Brown Trust disclaim all
such beneficial ownership.
Badlands is the direct beneficial owner of 12,735 Shares, or
approximately .13% of the 9,416,743 Shares outstanding as of May 1, 1997,
according to information contained in the Company's 1997 proxy statement.
By virtue of the relationships reported in this statement, the Stewart
Horejsi Trust, and its trustees may be deemed to share indirect beneficial
ownership of the Shares directly beneficially owned by Badlands. The
trustees of the Stewart Horejsi Trust disclaim all such beneficial
ownership.
By virtue of the relationships and transactions described in this
statement, the HEI, the Brown Trust, Badlands, the Stewart Horejsi Trust
and Messrs. Horejsi and Dunlap may be deemed to constitute a group. HEI
disclaims beneficial ownership of Shares directly beneficially owned by
the Brown Trust and Badlands, the Brown Trust disclaims beneficial
ownership of Shares directly beneficially owned by the HEI and Badlands,
and Badlands and the Stewart Horejsi each disclaim beneficial ownership of
Shares directly beneficially owned by the Brown Trust and HEI.
(c) Badlands has the direct power to vote and direct the
disposition of the Shares held by it. By virtue of the relationships
described in Item 2, Messrs. Dunlap, Miller, Raforth and Foye Ms. Ciciora
may be deemed to share the indirect power to vote and direct the
disposition of the Shares held by Badlands.
The table below sets forth purchases of the Shares by the Brown
Trust since August 29, 1997. All of such purchases were effected by the
Brown Trust on the New York Stock Exchange.
Approximate Price
Per Share
Date Amount of Shares (exclusive of commissions)
9/5/97 3,800 $15.375
9/8/97 4,000 $15.375
9/9/97 800 $15.375
9/10/97 3,700 $15.375
9/11/97 7,500 $15.375
9/12/97 5,600 $15.375
9/15/97 3,600 $15.4375
9/16/97 800 $15.4375
9/18/97 4,400 $15.625
9/19/97 20,000 $15.75
9/19/97 1,700 $15.625
10/14/97 27,265 $15.70
The table below sets forth purchases of the Shares by Badlands. All
of such purchases were effected by the Brown Trust on the New York Stock
Exchange.
Approximate Price
Per Share
Date Amount of Shares (exclusive of commissions)
10/14/97 12,735 $15.70
(d) Badlands has the right to receive and the power to direct the
receipt of dividends from, and proceeds from the sale of, the Shares held
by it.
Item 7. Material to be Filed as Exhibits.
No change except for the addition of the following:
Exhibit 7. Joint Filing Agreement
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 21, 1997
/s/ Stewart R. Horejsi
Stewart R. Horejsi
/s/ Larry L. Dunlap
Larry L. Dunlap, individually, as
Chairman and President of Horejsi
Enterprises, Inc., as trustee of The Lola
Brown Trust No. 1B, and as trustee of the
Stewart R. Horejsi Trust No. 2
/s/ Stephen C. Miller
Stephen C. Miller, as President of
Badlands Trust Company
Exhibit 7
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby (i) agree to the joint filing with all
other Reporting Persons (as such term is defined the statement on Schedule 13D
described below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the Common Stock, par value $.01
per share, of Preferred Income Management Fund Incorporated and (ii) agree that
this Agreement be included as an Exhibit to such joint filing. This Agreement
may be executed in any number of counterparts all of which taken together shall
constitute one and the same instrument. In witness whereof, the undersigned
hereby execute this Agreement this 21st day of October, 1997.
Stewart R. Horejsi
Signature: /s/ Stewart R. Horejsi
Stewart R. Horejsi
Larry L. Dunlap, individually, as Trustee
of the Lola Brown Trust No. 1B, as
President of Horejsi Enterprises, Inc.,
and as Trustee of the Stewart R. Horejsi
Trust No. 2
Signature:/ /s/ Larry L. Dunlap
Larry L. Dunlap
Stephen C. Miller, as President of
Badlands Trust Company
Signature: /s/ Stephen C. Miller
Stephen C. Miller
