SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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)
February 10, 1998
(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))
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Cusip No. 74037Q10 Page 2 of 10
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Horejsi, 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 REQUIRE
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
South Dakota
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,073,430
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,073,430
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,073,430
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 3 of 10 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAI
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
IN
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Cusip No. 74037Q10 Page 4 of 10 Pages
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 REQUIRE
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,581,765
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,581,765
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,581,765
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
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Cusip No. 74037Q10 Page 5 of 10 Pages
- --------- -------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,735
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,735
PERSON 10 SHARED DISPOSITIVE POWER
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
<PAGE>
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Cusip No. 74037Q10 Page 6 of 10 Pages
- --------- -------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
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>
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Amendment No. 19 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 and 5 of this statement, previously filed by (i) Horejsi,
Inc. ("HI"), The Lola Brown Trust No. 1B (the "Brown Trust") and
Badlands Trust Company ("Badlands"), each as the direct beneficial
owner of Shares, and (ii) Stewart R. Horejsi and the Stewart R. Horejsi
Trust No. 2 (the "Stewart Horejsi Trust"), 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 Brown Trust to
purchase the Shares as reported in Item 5(c) was $1,596.60. Such funds
were 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, as previously reported in this statement on
Schedule 13D.
Item 4. Purpose of Transaction.
No change except for the addition of the following:
A telephonic meeting of the Company's board of directors was
held on February 10, 1998. At the meeting, the Board established a
special committee of four directors to consider proposals made by Mr.
Horejsi, as previously set forth in this statement.
As a result of the Board's response to Mr. Horejsi's
proposals, the Reporting Persons have determined to solicit proxies in
connection with the Company's 1998 annual meeting of shareholders with
respect to election of the three directors being elected at such
meeting. Because the Company has a classified Board, the Reporting
Persons, if successful, would only be able to elect three of the seven
directors of the Company.
The Brown 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 HI,
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 HI, 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. However, if the Reporting Persons acquire additional Shares,
the Reporting Persons do not, at this time, intend to purchase more
Shares than would be necessary to acquire control of the Company, which
the Reporting Persons believe is less than 50% of the outstanding Shares.
Item 5. Interest in Securities of the Issuer.
No change except for the addition of the following:
(a) HI is the direct beneficial owner of 2,073,430 Shares, or
approximately 22.0% of the 9,416,743 Shares outstanding as of January
20, 1998, according to information contained in the Company's 1998
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 HI. Mr. Horejsi
disclaims all such beneficial ownership.
The Brown Trust is the direct beneficial owner of 1,581,765
Shares, or approximately 16.8% of the 9,416,743 Shares outstanding as
of January 20, 1998, according to information contained in the
Company's 1998 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
Brown Trust. Mr. Horejsi disclaims all such beneficial ownership.
By virtue of the relationships and transactions described in
this statement, the Reporting Persons may be deemed to constitute a
group. HI 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 HI and Badlands, and Badlands and the Stewart Horejsi Trust each
disclaim beneficial ownership of Shares directly beneficially owned by
the Brown Trust and HI.
(c) The table below sets forth purchases of the Shares by the
Reporting Persons since January 23, 1998. Such purchase was effected by
the Brown Trust on the New York Stock Exchange.
Approximate Price
Date Amount of Shares Per Share
(exclusive of commissions)
1/26/98 100 $15.5625
<PAGE>
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: February 10, 1998
/s/Stewart R. Horejsi
/s/Stephen C. Miller
Stephen C. Miller, as President of
Horejsi, Inc. and as President of
Badlands Trust Company, trustee
of The Lola Brown Trust No. 1B,
and trustee of the Stewart R.
Horejsi Trust No. 2.
