0001104659-06-026035.txt : 20060419 0001104659-06-026035.hdr.sgml : 20060419 20060419172116 ACCESSION NUMBER: 0001104659-06-026035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060419 DATE AS OF CHANGE: 20060419 GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET CLAYMORE US TREASURY INFLATION PRO SECU FUND CENTRAL INDEX KEY: 0001254370 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81249 FILM NUMBER: 06768003 BUSINESS ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6268449400 MAIL ADDRESS: STREET 1: 385 EAST COLORADO BLVD CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET/CLAYMORE INFLATION-PROTECTED SECURITIES FUND DATE OF NAME CHANGE: 20030715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D/A 1 a06-10056_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund

(Name of Issuer)

Common Shares of Beneficial Interest Without Par Value

(Title of Class of Securities)

95766Q106

(CUSIP Number)

		Laurie Smiley, Esq.
Matthew S. Topham, Esq.		Irene Song, Esq.
Preston Gates & Ellis LLP		Cascade Investment, L.L.C.
925 Fourth Avenue, Suite 2900		2365 Carillon Point
Seattle, Washington 98104		Kirkland, WA 98033
(206) 623-7580		(425) 889-7900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 12, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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. 95766Q106

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cascade Investment, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,270,200*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,270,200*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,200*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) OO

*All Common Shares held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the Common Shares held by Cascade. Mr. Larson disclaims any beneficial ownership of the Common Shares beneficially owned by Cascade and
Mr. Gates.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William H. Gates III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,270,200*

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 2,270,200*

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,270,200*

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 7.8%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This statement relates to the Common Shares of Beneficial Interest without par value (the “Common Shares”) of Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund (the “Issuer”). The principal executive offices of the Issuer are located at 385 East Colorado Boulevard, Pasadena, CA 91101.

Item 2.	Identity and Background
(a) This Statement is being filed jointly by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (“Gates”). The foregoing persons are hereinafter sometimes referred to collectively as the “Reporting Persons.” (b)-(c) Cascade is a limited liability company organized under the laws of the State of Washington. Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its owner. The address of Cascade’s principal place of business and principal office is 2365 Carillon Point, Kirkland, Washington 98033. William H. Gates III, a natural person, is the Chairman of the Board of Microsoft Corporation. Mr. Gates is the sole member of Cascade. The address of his principal office and principal place of business is One Microsoft Way, Redmond, Washington 98052. The executive officers and persons controlling Cascade are set forth on Exhibit 1, which is attached hereto and incorporated herein by reference. Exhibit 1 sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. (d)-(e) During the last five years, neither the Reporting Persons nor any person named in Exhibit 1 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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 or finding any violation with respect to such laws. (f) Mr. Gates is a citizen of the United States of America.

Item 3.	Source and Amount of Funds or Other Consideration
Cascade purchased the Common Shares it owns with its working capital. Cascade did not purchase any Common Shares with borrowed funds.

Item 4.	Purpose of Transaction
Cascade acquired the Common Shares for investment purposes only. The Reporting Persons will continue to evaluate their ownership and voting position in the Issuer and may consider the following future courses of action, among others: (i) continuing to hold the Common Shares for investment; (ii) disposing of all or a portion of the Common Shares in open market sales or in privately-negotiated transactions; (iii) acquiring additional Common Shares in the open market or in privately-negotiated transactions; or (iv) entering into short sales or other hedging transactions with respect to the Common Shares. The Reporting Persons have not as yet determined which, if any, of the courses of action specified in this paragraph they may ultimately take. The Reporting Persons’ future actions with regard to this investment are dependent on their evaluation of a variety of circumstances affecting the Issuer in the future, including the market price of the Common Shares, the Issuer’s prospects and Cascade’s portfolio. Except as set forth above, neither of the Reporting Persons nor Cascade’s Business Manager in his role as such has any present intent or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or

management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above. The Reporting Persons and Cascade’s Business Manager reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above.

Item 5.	Interest in Securities of the Issuer
(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Shares beneficially owned by each of the Reporting Persons. (b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of Common Shares beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition. (c) From January 3, 2006 through April 18, 2006, Cascade purchased a total of 369,200 Common Shares for cash in open market transactions on the dates and at the average price per share set forth on Exhibit 2, which is attached hereto and incorporated herein by reference. (d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None of the Reporting Persons has any contracts, arrangements, understandings, or relationships (legal or otherwise) with respect to any securities of the Issuer.

Item 7.	Material to Be Filed as Exhibits

Exhibit		Description

1		List of each executive officer, director or person controlling Cascade Investment, L.L.C.

2		Dates and prices of acquisitions of Common Shares from January 3, 2006 through April 18, 2006

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: April 19, 2006

	CASCADE INVESTMENT, L.L.C.*

	By:	/s/ Michael Larson
		Name: Michael Larson
		Title: Business Manager

	WILLIAM H. GATES III*

	By:	/s/ Michael Larson
		Name: Michael Larson**
		Title: Attorney-in-fact

* This amendment is being filed jointly by Cascade Investment, L.L.C. and William H. Gates III pursuant to the Joint Filing Agreement dated January 3, 2006 and included with the signature page to the initial Schedule 13D with respect to Western Asset/Claymore U.S. Treasury Inflation Protected Securities Fund filed on January 3, 2006, SEC File No. 005-77986, and incorporated by reference herein.

** Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 3, 2006, by and on behalf of William H. Gates III, filed as Exhibit 99.1 to Cascade Investment, L.L.C.’s Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.

EX-1 2 a06-10056_1ex1.htm EX-1

EXHIBIT 1

Following is a list of each executive officer, director or person controlling Cascade setting forth the business address and present principal employment (and the name and address of any corporation or organization in which such employment is conducted) of each person. The persons named below are citizens of the United States of America.

Name	Position with Cascade	Principal Employment and Business Address
Michael Larson	Business Manager	Business Manager Cascade Investment, L.L.C. 2365 Carillon Point Kirkland, WA 98033

William H. Gates III	Member	Chairman of the Board Microsoft Corporation One Microsoft Way Redmond, WA 98052

EX-2 3 a06-10056_1ex2.htm EX-2

EXHIBIT 2

The following table sets forth the acquisitions of Common Shares by Cascade from January 3, 2006 through April 18, 2006. All of the acquisitions were effected on the New York Stock Exchange through brokers.

Date of Acquisition	Number of Shares	Average Price Per Share		Total Price (Including Brokers’ Commissions)
1/3/2006	30,900.00	$	12.0538	$	373,389.42
1/4/2006	62,400.00	$	12.1877	$	762,384.48
1/5/2006	36,100.00	$	12.1868	$	441,026.48
4/5/2006	20,000.00	$	11.3905	$	228,810.00
4/6/2006	30,700.00	$	11.4296	$	352,423.72
4/7/2006	35,000.00	$	11.4034	$	400,869.00
4/10/2006	15,700.00	$	11.3596	$	179,130.72
4/11/2006	31,400.00	$	11.2925	$	356,154.50
4/12/2006	31,100.00	$	11.2917	$	352,726.87
4/13/2006	22,800.00	$	11.2667	$	257,336.76
4/17/2006	28,100.00	$	11.2537	$	316,790.97
4/18/2006	25,000.00	$	11.2685	$	282,212.50

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Under the Securities Exchange Act of 1934
(Amendment No. 1)*