SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission only
(as permitted by Rule 14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule14a-12
USLIFE Income Fund, Inc.
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(Name of Registrant as Specified in Its Charter)
Ernest Horejsi Trust No. 1B
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the
previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
Explanatory Note:
Ernest Horejsi Trust No. 1B is filing the materials contained in this
Schedule 14A with the Securities and Exchange Commission in connection
with a solicitation of proxies in opposition to approval of an
investment advisory contract between the USLIFE Income Fund, Inc. and
The Variable Annuity Life Insurance Company.
The following letter was sent on October 3, 2001 to shareholders of
USLIFE Income Fund, Inc. as of August 2, 2001:
STEWART R. HOREJSI
200 SOUTH SANTA FE
SALINA, KANSAS 67401
OCTOBER 3, 2001
URGENT
FELLOW SHAREHOLDERS:
USLIFE INCOME FUND SOLD AT AN ALL-TIME LOW OF $7.70 PER SHARE ON SEPTEMBER
27, 2001.
<Table>
<Caption>
DATE PRICE PER SHARE
---- ---------------
September 1998................. $ 9.875
9.875
10
10.1875
10.0625
10.0625
10.1875
10.0625
10.125
10.125
9.9375
9.9375
10.125
10
9.875
10
10.0625
9.9375
10.0625
10.125
10
10.0625
10.0625
9.875
9.75
9.875
9.8125
9.75
9.8125
9.5
9.5
9.5
9.5
9.625
9.625
9.6875
9.375
9.3125
9.625
9.5
9.5
9.5625
9.5625
9.5625
9.8125
9.75
9.5625
9.375
9.375
9.1875
9.375
9.1875
9.125
9.4375
September 1999................. $ 9.375
9.25
9.25
9.25
9.25
9.125
9.125
9.1875
9.25
9.25
9.0625
8.9375
8.875
8.5
8.5
8.4375
7.9375
8
8.5625
8.4375
8.375
8.625
8.5625
8.0625
8.4375
8.75
8.4375
8.5
8.8125
8.8125
8.8125
8.75
8.6875
8.625
8.375
8.0625
7.875
7.9375
8.375
8.1875
8.25
8.4375
8.25
8.3125
8.375
8.3125
8.4375
8.4375
8.5625
8.5
8.5
8.75
8.5625
8.5
8.4375
8.375
8.375
8.375
8.5
8.3125
8.3125
8.1875
8.125
8.0625
8.125
8.375
8.25
8.5
September 2000................. $8.5625
8.5625
8.75
8.625
9
8.95
8.95
9.01
8.8
8.76
8.85
8.9
8.78
8.45
8.75
8.75
8.7
8.53
8.26
8.42
8.22
8.35
8.69
8.51
8.5
8.5
8.55
8.43
8.53
8.5
8.68
8.57
8.62
8.6
8.6
8.55
8.6
8.65
8.25
September 2001................. $ 7.9
</Table>
THESE INVESTMENT RESULTS ARE UNACCEPTABLE AT A TIME WHEN INTEREST RATES ARE
AT SOME OF THE LOWEST LEVELS SEEN SINCE THE 1960s AND, GENERALLY, BOND PRICES
ARE NEAR THEIR HIGHS.
IT IS TIME FOR A CHANGE IN INVESTMENT MANAGEMENT. VOTE AGAINST PROPOSAL 2 ON
THE ENCLOSED PROXY CARD TO OPPOSE RETAINING THE INVESTMENT ADVISER. VOTE AGAINST
PROPOSAL 2 WHILE WE STILL HAVE SOME VALUE LEFT.
WE SHAREHOLDERS CAN NO LONGER AFFORD TO LEAVE THE VARIABLE ANNUITY LIFE
INSURANCE COMPANY IN CHARGE OF THE FUND'S ASSETS. IT IS TIME FOR A CHANGE IN
INVESTMENT MANAGEMENT.
VOTE AGAINST PROPOSAL 2, AND SIGN, DATE AND RETURN THE ENCLOSED WHITE PROXY
CARD IN THE POSTAGE-PREPAID ENVELOPE THAT IS PROVIDED.
For additional information, please contact MacKenzie Partners, Inc., who is
assisting us in the solicitation, toll-free at 800-322-2885.
Sincerely,
STEWART R. HOREJSI
IMPORTANT INFORMATION:
Ernest Horejsi Trust No. 1B (the 'Trust') urges all shareholders to read its
definitive proxy statement, which contains important information. The Trust's
definitive proxy statement was filed with the Securities and Exchange Commission
on September 20, 2001, and is available for free by contacting MacKenzie
Partners, Inc. toll-free at 800-322-2885, or from the SEC's website at
www.sec.gov.
APPENDIX 1
PROXY CARD
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF
USLIFE INCOME FUND, INC. BY THE ERNEST HOREJSI TRUST NO. 1B
PROXY FOR THE OCTOBER 30, 2001 ANNUAL MEETING OF SHAREHOLDERS OF
USLIFE INCOME FUND, INC.
The undersigned holder of shares of common stock of USLIFE Income Fund, Inc.,
a Maryland corporation (the 'Fund'), hereby appoints Stewart R. Horejsi and
Stephen C. Miller, and each of them, as attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of common stock
that the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Fund to be held in Meeting Room 1 of The Variable Annuity Life Insurance
Company, Plaza Level, The Woodson Tower, 2919 Allen Parkway, Houston, Texas
77019, on Tuesday, October 30, 2001 at 2:00 p.m., local time, and any
adjournments or postponements thereof. The undersigned hereby acknowledges
receipt of the Proxy Statement in Opposition of the Trust and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
IMPORTANT: Please indicate your vote by an 'X' in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED TO
WITHHOLD ON PROPOSAL 1 AND AGAINST PROPOSAL 2 BELOW.
Please refer to the Proxy Statement in Opposition for a discussion of the
reasons for the Trust's opposition to Proposal 2.
W
H
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T
E
P
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X
Y
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
PROPOSAL 1: ELECTION OF THE FOLLOWING THREE NOMINEES AS DIRECTORS: JUDITH L.
CRAVEN, NORMAN HACKERMAN, AND BEN. H. LOVE
[ ] FOR [ ] WITHHOLD
YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE OR
NOMINEES BY MARKING THE FOR BOX AND STRIKING OUT THE NAME OF ANY
SUCH NOMINEE.
PROPOSAL 2: APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE VARIABLE
ANNUITY LIFE INSURANCE COMPANY AND THE FUND
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Trust recommends that the shareholders vote AGAINST Proposal 2. The Trust
makes no recommendation with respect to Proposal 1.
SIGNATURE(S) _______________ DATE ____
TITLE (IF APPLICABLE)_________________
IMPORTANT: Please sign exactly as name
appears hereon or on the proxy card
previously sent to you. When shares
are held by joint tenants, both should
sign. When signing as an attorney,
executor, administrator, trustee or
guardian, please give full title as
such. If a corporation, please sign in
full corporate name by the President
or other duly authorized officer. If a
partnership, please sign in
partnership name by authorized person.
W
H
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P
R
O
X
Y
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE