Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 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).
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Peak Trust Company-AK
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) Not
Applicable
|
|
|
|
|
5.
|
Check 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
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
45,344,694
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
45,344,694
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
45,344,694
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
46.14%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
CO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Stewart West Indies Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of
Organization: Organized under the laws of South Dakota and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
16,900,168
|
|
|
|
|
|
8.
|
Shared Voting Power
|
45,344,694
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
16,900,168
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
45,344,694
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
45,344,694
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
|
|
|
|
46.14%
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Ernest Horejsi Trust No. 1B
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of
Organization: Organized under the laws of Kansas and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
0
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
0
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
0
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
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 (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of
Organization: Organized under the laws of Kansas and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
0
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
0
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
0
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Susan L. Ciciora Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Organized under the laws of South Dakota and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
23,349,382
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
9.
|
Sole Dispositive Power
|
23,349,382
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
23,349,382
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
23.76%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Mildred B. Horejsi Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Organized under the laws of New York and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
0
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
0
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
0
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
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 (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Organized under the laws
of Kansas and now domiciled in Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
0
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
0
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
0
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
John S. Horejsi Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Domiciled in and organized
under the laws of the State of Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with:
|
7.
|
Sole Voting Power
|
677,847
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
677,847
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
677,847
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0.69%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
John X. Ciciora Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Domiciled in
and organized under the laws of the State of Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
967,009
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
967,009
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
967,009
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0.98%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Jack S. Ciciora Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Domiciled in and organized
under the laws of the State of Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
1,150,096
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
1,150,096
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
1,150,096
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
1.17%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Amanda N. Ciciora Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Domiciled in and organized
under the laws of the State of Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
1,150,096
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
1,150,096
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
1,150,096
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
1.17%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Courtney M. Ciciora Trust
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
|
|
|
|
|
6.
|
Citizenship or Place of Organization: Domiciled in and organized
under the laws of the State of Alaska.
|
|
|
Number of
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
1,150,096
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
1,150,096
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
1,150,096
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
1.17%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
OO
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Susan L. Ciciora
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions)
OO
|
|
|
|
|
5.
|
Check 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
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
39,560
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
9.
|
Sole Dispositive Power
|
39,560
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
39,560
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0.04%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
CUSIP No. 101507101
|
|
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities only)
|
|
|
|
Stewart R. Horejsi
|
|
|
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a)
|
|
(b)
|
|
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Source of Funds (See Instructions) Not
applicable
|
|
|
|
|
5.
|
Check 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
shares beneficially
owned by each
reporting
person with
|
7.
|
Sole Voting Power
|
0
|
|
|
|
|
|
8.
|
Shared Voting Power
|
0
|
|
|
|
|
|
9.
|
Sole Dispositive Power
|
0
|
|
|
|
|
|
10.
|
Shared Dispositive Power
|
0
|
|
|
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
0
|
|
|
|
|
|
|
|
|
12.
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
|
|
|
|
|
|
|
|
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
|
0%
|
|
|
|
|
|
|
|
|
|
14.
|
Type of Reporting Person (See Instructions)
|
IN
|
|
|
|
|
|
Amendment No. 43 to Statement on
Schedule 13D
This Amendment No. 43
further amends the statement on Schedule 13D, relating to the common stock, $0.01 par value per share (the "Shares"),
of Boulder Growth & Income Fund, Inc., a Maryland corporation (the "Company"). Items 2, 3, 4, 5,
6 and 7 of this statement are hereby amended as set forth below. This amendment is being filed by:
|
·
|
Peak Trust Company-AK (“PTC”), Ernest Horejsi Trust No. 1B (the “Ernest
Trust”), the Lola Brown Trust No. 1B (the “Lola Trust”), the Susan L. Ciciora Trust (the “Susan
Trust”), the Stewart West Indies Trust (the “West Indies Trust”), the Mildred B. Horejsi Trust (the
“Mildred Trust”), the Stewart R. Horejsi Trust No. 2 (the “SRH Trust”), John S. Horejsi
Trust (the “John Horejsi Trust”), John X. Ciciora Trust (the “John Ciciora Trust”), Jack
S. Ciciora Trust (“Jack Trust”), Amanda N. Ciciora Trust (“Amanda Trust”) and Courtney M.
Ciciora Trust (“Courtney Trust”); Susan L. Ciciora, a direct beneficial owner of Shares; and, by virtue of the
relationships described previously in this statement, Stewart R. Horejsi (together, the “Reporting Persons”).
|
|
Item 2.
|
Identity and Background.
|
No change except that,
because of the divestiture of all their respective shares in the Company, Ernest Trust, Lola Trust, Mildred Trust and SRH Trust
are no longer Reporting Persons.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
No change except for
the addition of the following:
|
1.
|
On June 18, 2020, the Lola Trust transferred the following Shares to seven affiliated trusts:
|
|
o
|
11,156 Shares to the West Indies Trust;
|
|
o
|
29,714 Shares to the Susan Trust;
|
|
o
|
20,749 Shares to the John Horejsi Trust;
|
|
o
|
175,122 Shares to the John Ciciora Trust;
|
|
o
|
223,419 Shares to the Jack Trust;
|
|
o
|
223,419 Shares to the Amanda Trust; and
|
|
o
|
223,419 Shares to the Courtney Trust
|
(together, the "Recipient
Trusts"). The Lola Trust distributed the Shares to the Recipient Trusts at the request of its current beneficiaries, Stewart
R. Horejsi, Susan L. Ciciora, John S. Horejsi, John X. Ciciora, Jack S. Ciciora, Amanda N. Ciciora and Courtney M. Ciciora (the
"Beneficiaries") and in accordance with its governing trust instrument. Under the terms of the Lola Trust, each
Beneficiary is a discretionary beneficiary. The Beneficiaries requested that PTC, the sole trustee of the Lola Trust, distribute
the Shares in the amounts described herein, and each Beneficiary directed said trustee to transfer the Shares to the respective
Recipient Trust on the Beneficiaries' behalf and for their benefit. No consideration was exchanged in respect of the forgoing distribution
or receipt of the Shares.
|
2.
|
On October 30, 2020, the following sales and purchases occurred:
|
|
o
|
Lola Trust sold 10,146,367 Shares to the Susan Trust representing all the Shares then held by the
Lola Trust. The Susan Trust paid a total of $66,603,797 for the Shares, paying $6,660,380 from cash on hand and the balance pursuant
to an installment promissory note payable to the Lola Trust and secured by the Shares. A copy of the Purchase Installment Note,
Pledge and Security Agreement is attached as Exhibit A1.
|
|
o
|
Mildred Trust sold 5,543,695 Shares to the Susan Trust representing all the Shares then owned by
the Mildred Trust. The Susan Trust paid a total of $36,390,477 for the Shares, paying $3,639,048 from cash on hand and the balance
pursuant to an installment promissory note payable to the Mildred Trust and secured by the Shares. A copy of the Purchase Installment
Note, Pledge and Security Agreement is attached as Exhibit A2.
|
|
o
|
Ernest Trust sold 12,689,062 Shares to the West Indies Trust representing all the Shares then owned
by the Ernest Trust. The West Indies Trust paid a total of $83,294,810 for the Shares, paying $8,329,481 from cash on hand and
the balance pursuant to an installment promissory note made payable to the Ernest Trust and secured by the Shares. A copy of the
Purchase Installment Note, Pledge and Security Agreement is attached as Exhibit A3.
|
|
o
|
SRH Trust sold 2,411,987 Shares to the West Indies Trust representing all the Shares then owned
by the SRH Trust. The West Indies Trust paid a total of $15,833,006 for the Shares, paying $1,583,300 from cash on hand and the
balance pursuant to an installment promissory note made payable to the SRH Trust and secured by the Shares. A copy of the Purchase
Installment Note, Pledge and Security Agreement is attached as Exhibit A4.
|
The Lola Trust, Mildred Trust,
Ernest Trust and SRH Trust are referred to herein as the “Selling Trusts” and the Susan Trust and West Indies
Trusts as the “Buying Trusts”. The purchase price for the Shares in each of the forgoing transactions was $6.5643
calculated based on the average of the opening and closing prices reported for such shares by the New York Stock Exchange on October 30,
2020, after applying a blockage discount because of the large size of the aggregate holdings of the Reporting Person and affiliated
trusts.
|
Item 4.
|
Purpose of Transaction.
|
No change except for
the addition of the following:
The Selling Trusts sold their entire positions
in the Company in order to raise cash and to establish a reliable cash flow from the installment notes to facilitate ongoing beneficiary
distributions.
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, 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 act with the Reporting Persons (collectively referred
to as the “Other Entities”) may from time to time purchase Shares, and any of the Reporting Persons or Other
Entities 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 purchase or sale of the Shares may be in open market, in privately-negotiated transactions or otherwise.
|
Item 5.
|
Interest in Securities of the Issuer.
|
No change except for
the following:
(a) The beneficial
ownership percentage for each Reporting Person is calculated based on information provided by the Company that there were 98,270,980
Shares outstanding as of September 30, 2020 (the “Outstanding Shares).” The following Ownership Table sets
forth the ownership by each of the Reporting Persons:
OWNERSHIP TABLE
|
Reporting Person
|
|
Description of Ownership
|
|
Shares Owned
|
|
|
Percentage Owned
|
|
Susan Trust
|
|
Direct beneficial owner
|
|
|
23,349,382
|
|
|
|
23.76
|
%
|
West Indies Trust
|
|
Direct beneficial owner
|
|
|
16,900,168
|
|
|
|
17.20
|
%
|
John Horejsi Trust
|
|
Direct beneficial owner
|
|
|
677,847
|
|
|
|
0.69
|
%
|
John Ciciora Trust
|
|
Direct beneficial owner
|
|
|
967,009
|
|
|
|
0.98
|
%
|
Jack Trust
|
|
Direct beneficial owner
|
|
|
1,150,096
|
|
|
|
1.17
|
%
|
Amanda Trust
|
|
Direct beneficial owner
|
|
|
1,150,096
|
|
|
|
1.17
|
%
|
Courtney Trust
|
|
Direct beneficial owner
|
|
|
1,150,096
|
|
|
|
1.17
|
%
|
Susan L. Ciciora
|
|
Direct beneficial owner
|
|
|
39,560
|
|
|
|
0.04
|
%
|
Ernest Trust
|
|
Direct beneficial owner
|
|
|
0
|
|
|
|
0
|
%
|
Lola Trust
|
|
Direct beneficial owner
|
|
|
0
|
|
|
|
0
|
%
|
Mildred Trust
|
|
Direct beneficial owner
|
|
|
0
|
|
|
|
0
|
%
|
SRH Trust
|
|
Direct beneficial owner
|
|
|
0
|
|
|
|
0
|
%
|
(b) PTC is presently
the sole trustee of the Ernest Trust, Lola Trust, Susan Trust, West Indies Trust, Mildred Trust, SRH Trust, John Horejsi Trust,
John Ciciora Trust, Jack Trust, Amanda Trust and Courtney Trust (together, the “Horejsi Trusts”) and may be
deemed to control the Horejsi Trusts.
(c) By virtue
of the relationships reported in this statement, the West Indies Trust (i.e., the sole owner of PTC ) may be deemed to be the indirect
beneficial owner of the 45,344,694 Shares indirectly beneficially held by PTC (which includes the Shares directly beneficially
held by each of the Horejsi Trusts), or approximately 46.14% of the Outstanding Shares.
(d) By virtue
of the relationships reported in this statement, PTC may be deemed to be the indirect beneficial owner of the 45,344,694 Shares
directly beneficially held by the Horejsi Trusts, or approximately 46.14% of the Outstanding Shares.
(e) By virtue
of the relationships reported in this statement, Stewart R. Horejsi may be deemed to share indirect beneficial ownership of the
Shares directly beneficially owned by the other Reporting Persons. Mr. Horejsi disclaims all such beneficial ownership.
(f) Except as
specifically set forth above in connection with PTC, each Reporting Person disclaims beneficial ownership of Shares directly beneficially
owned by other Reporting Persons.
(g) Each of the
Trusts named in paragraph (a) above and Ms. Ciciora have the power to vote and to direct the vote as well as power to
dispose and to direct the disposition of their respective Shares. By virtue of the relationships described in this statement, the
West Indies Trust and PTC may be deemed to share the indirect power to vote and to direct the vote as well as the indirect power
to dispose and to direct the disposition of such Shares held by the respective Horejsi Trusts as described above.
(h) By virtue
of the relationships described in this statement, the West Indies Trust and PTC may be deemed to share the indirect right to receive
and the power to direct the receipt of dividends from, and the proceeds from the sale of, such Shares held by the respective Horejsi
Trusts as described above.
(i) The directors
of PTC are Matthew Blattmachr, Brandon Cintula, Douglas Blattmachr, Richard Thwaites, Stephen Miller and Joel Looney and may be
deemed to share the indirect right to receive and the power to direct the receipt of dividends from, and the proceeds from the
sale of, the Shares held by PTC on behalf of the Horejsi Trusts as described above, but each such director disclaims all such beneficial
ownership.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
No change except for the addition of the
following:
The Ernest Trust, Lola Trust, Susan Trust,
West Indies Trust, Mildred Trust, SRH Trust, John Horejsi Trust, John Ciciora Trust, Jack Trust, Amanda Trust, Courtney
Trust, Susan L. Ciciora and Stewart R. Horejsi expressly affirm that, for the reasons described in Item 6 of Amendment No. 41
of this statement and, with respect to the New Reporting Persons described in Amendment No. 42 of this statement, by virtue
of being subject to the Transfer LO Agreement identified in Amendment No. 41, they constitute a “group” within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
|
Item 7.
|
Materials to be filed as Exhibits.
|
The following exhibits
are filed herewith:
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 24,
2020
|
/s/ Matthew Blattmachr
|
|
|
|
Matthew Blattmachr, President of Peak Trust Company-AK, trustee of the Ernest Horejsi Trust No. 1B, Lola Brown Trust No. 1B, Susan L. Ciciora Trust, Stewart West Indies Trust, Mildred B. Horejsi Trust, Stewart R. Horejsi Trust No. 2, John S. Horejsi Trust, John X. Ciciora Trust, Jack S. Ciciora Trust, Amanda N. Ciciora Trust and Courtney M. Ciciora Trust
|
|
/s/ Matthew Blattmachr
|
|
Matthew Blattmachr, President of Peak Trust Company-AK
|
|
/s/ Susan L. Ciciora
|
|
Susan L. Ciciora
|
|
/s/ Stewart R. Horejsi
|
|
Stewart R. Horejsi
|