0000921895-11-000487.txt : 20110310 0000921895-11-000487.hdr.sgml : 20110310 20110310164920 ACCESSION NUMBER: 0000921895-11-000487 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110310 DATE AS OF CHANGE: 20110310 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LMP CAPITAL & INCOME FUND INC. CENTRAL INDEX KEY: 0001270131 IRS NUMBER: 470936930 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85287 FILM NUMBER: 11679090 BUSINESS ADDRESS: STREET 1: C/O LEGG MASON & CO. LLC STREET 2: 620 EIGHTH AVE., 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-805-6024 MAIL ADDRESS: STREET 1: C/O LEGG MASON & CO. LLC STREET 2: 620 EIGHTH AVE., 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS CAPITAL & INCOME FUND INC DATE OF NAME CHANGE: 20031219 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS EQUITY & INCOME FUND INC DATE OF NAME CHANGE: 20031113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da406290051_03082011.htm sc13da406290051_03082011.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 4)1

LMP Capital and Income Fund Inc.
(Name of Issuer)

Common Stock, $0.001 Par Value
(Title of Class of Securities)

50208A102
(CUSIP Number)
 
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 8, 2011
(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 ¨.

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.


_______________
1              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. 50208A102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO, WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,446,838
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,446,838
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,446,838
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
ARTHUR D. LIPSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
2,446,838
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
2,446,838
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,446,838
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.2%
14
TYPE OF REPORTING PERSON
 
IN

 
3
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
794,942
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
794,942
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
794,942
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.7%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
616,687
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
616,687
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
616,687
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
615,262
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
615,262
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
615,262
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.1%
14
TYPE OF REPORTING PERSON
 
PN

 
6
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
419,447
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
419,447
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
419,447
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.4%
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
505,008
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
505,008
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
505,008
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
OO

 
8
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
BENCHMARK PLUS MANAGEMENT, L.L.C.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
505,008
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
505,008
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
505,008
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
OO

 
9
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
ROBERT FERGUSON
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
505,008
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
505,008
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
505,008
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
IN

 
10
 
CUSIP NO. 50208A102
 
1
NAME OF REPORTING PERSON
 
SCOTT FRANZBLAU
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
505,008
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
505,008
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
505,008
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%
14
TYPE OF REPORTING PERSON
 
IN

 
11
 
CUSIP NO. 50208A102
 
The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”).  This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 2,446,838 Shares beneficially owned by WILLC is approximately $29,001,111.  The Shares beneficially owned by WILLC consist of 500 Shares that were acquired with WILLC’s working capital, 794,942 Shares that were acquired with WIHP’s working capital, 616,687 Shares that were acquired with WIAP’s working capital, 615,262 Shares that were acquired with WITRP’s working capital and 419,447 Shares that were acquired with WITRL’s working capital.
 
The aggregate purchase price of the 505,008 Shares beneficially owned by BPM is approximately $5,498,127.  The Shares beneficially owned by BPM consist of 505,008 Shares that were acquired with BPIP’s working capital.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On March 8, 2011 the Issuer entered into an agreement (the “Agreement”) with the Reporting Persons pursuant to which the Issuer agreed to commence a tender offer to expire on or before June 30, 2011, for up to 30% of the Issuer’s then outstanding Shares, at a price equal to at least 98% of the net asset value (“NAV”) of the Shares (the “Initial Tender Offer”) as of the close of business on the expiration date of the Initial Tender Offer.
 
The Issuer also agreed to commence a tender offer for up to 5% of the Issuer’s then outstanding Shares, at a price equal to at least 98% of NAV (the “First Conditional Tender Offer”) as of the close of business on the expiration date of the First Conditional Tender Offer, if during the period from July 20, 2011 through August 19, 2011, the Shares trade at a market price representing an average daily discount to NAV of more than 5%.  If required, the Issuer will commence the First Conditional Tender Offer on or about September 1, 2011.
 
The Issuer further agreed to commence a tender offer for up to 5% of the Issuer’s then outstanding Shares, at a price equal to at least 98% of NAV (the “Second Conditional Tender Offer”) as of the close of business on the expiration date of the Second Conditional Tender Offer, if during the period from October 19, 2011 through November 18, 2011, the Shares trade at a market price representing an average daily discount to NAV of more than 5%.  If required, the Issuer will commence the Second Conditional Tender Offer on or about December 1, 2011.
 
 The Issuer further agreed to commence a tender offer for up to 5% of the Issuer’s then outstanding Shares, at a price equal to at least 98% of NAV (the “Third Conditional Tender Offer”) as of the close of business on the expiration date of the Third Conditional Tender Offer, if during the period from January 19, 2012 through February 18, 2012, the Shares trade at a market price representing an average daily discount to NAV of more than 5%.  If required, the Issuer will commence the Third Conditional Tender Offer on or about March 1, 2012.
 
 
12
 
CUSIP NO. 50208A102
 
The Reporting Persons agreed to, among other things, (i) withdraw the proposal to declassify the Issuer’s Board of Trustees (the “Stockholder Proposal”) from consideration at the Issuer’s meeting of shareholders to be held on April 29, 2011 (the “Annual Meeting”) and (ii) vote all Shares beneficially owned as of the close of business on March 1, 2011 in favor of the SCD Director Slate (as defined in the Agreement), against any proposal made in opposition to, or in competition or inconsistent with, the SCD Director Slate and cooperate with the Issuer in the approval of the SCD Director Slate and the rejection of the Stockholder Proposal.
 
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is amended and restated to read as follows:
 
(a)           The aggregate percentage of Shares reported owned by each person named herein is based upon 29,964,106 Shares outstanding, which is the total number of Shares outstanding as of December 31, 2010, as reported in the Issuer’s Annual Report to Stockholders on Form N-CSR, filed with the Securities and Exchange Commission on February 28, 2011.
 
As of the close of business on March 9, 2011, WIHP, WIAP, WITRP and WITRL beneficially owned 794,942, 616,687, 615,262 and 419,447 Shares, respectively, constituting approximately 2.7%, 2.1%, 2.1% and 1.4%, respectively, of the Shares outstanding.
 
As the general partner of each of WIHP and WITRP, the managing member of WIAP and the investment manager of WITRL, WILLC may be deemed to beneficially own the 2,446,338 Shares owned in the aggregate by WIHP, WIAP, WITRP and WITRL, constituting approximately 8.2% of the Shares outstanding, in addition to the 500 Shares it holds directly.
 
As the managing member of WILLC, Mr. Lipson may be deemed to beneficially own the 2,446,838 Shares beneficially owned by WILLC, constituting approximately 8.2% of the Shares outstanding.
 
As of the close of business on March 9, 2011, BPIP beneficially owned 505,008 Shares, constituting approximately 1.7% of the Shares outstanding.  As the managing member of BPIP, BPM may be deemed to beneficially own the 505,008 Shares owned by BPIP, constituting approximately 1.7% of the Shares outstanding.  As managing members of BPM, each of Messrs. Franzblau and Ferguson may be deemed to beneficially own the 505,008 Shares beneficially owned by BPM, constituting approximately 1.7% of the Shares outstanding.
 
Item 5(c) is amended to add the following:
 
(c)           Schedule B annexed hereto lists all transactions in securities of the Issuer since the filing of Amendment No. 3 to the Schedule 13D by the Reporting Persons.  All of such transactions were effected in the open market.
 
 
13
 
CUSIP NO. 50208A102
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to include the following exhibits:
 
 
99.1
Agreement, dated March 8, 2011, by and among Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined in the Agreement), and LMP Capital and Income Fund Inc.
 
 
 
14
 
CUSIP NO. 50208A102
 
SCD Amendment No. 4 to the Schedule 13D - Signature Page

SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 10, 2011
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
 
15
 
CUSIP NO. 50208A102
 
SCD Amendment No. 4 to the Schedule 13D - Signature Page

 
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
/s/ Robert Ferguson
   
Name:
Robert Ferguson
   
Title:
Managing Member
     
 
By:
/s/ Scott Franzblau
   
Name:
Scott Franzblau
   
Title:
Managing Member

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott Franzblau
 
SCOTT FRANZBLAU
 
 
16
 
CUSIP NO. 50208A102
 
SCHEDULE B
 
Transactions in the Shares Since the Filing of Amendment No. 3 to the Schedule 13D

 
Date of
Purchase/Sale
Shares of Common Stock
Purchased/(Sold)
Price Per
Share ($)
 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
 
03/09/11
(11,400)
  
13.4486
03/09/11
(15,000)
  
13.4467
 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
 
02/18/11
81
  
13.1620
02/18/11
7,919
  
13.0738

EX-99.1 2 ex991to13da406290051_030811.htm SETTLEMENT AGREEMENT ex991to13da406290051_030811.htm
Exhibit 99.1
 
AGREEMENT
 
This Agreement is entered into as of March 8, 2011 (including the exhibit hereto, the “Agreement”), by and among  Arthur D. Lipson, Robert Ferguson, Scott Franzblau, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Total Return Partners L.P., Western Investment Total Return Fund Ltd., Benchmark Plus Institutional Partners L.L.C. and Benchmark Plus Management, L.L.C., and all of their respective directors, officers and Affiliates (as defined herein) (collectively, “Western”) and LMP Capital and Income Fund Inc. (“SCD” and together with Western, the “Parties” and individually a “Party”).
 
WHEREAS, SCD is a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
 
WHEREAS, Western is the beneficial owner of 2,978,246 shares of common stock of SCD representing approximately 9.9% of the outstanding shares of common stock of SCD;
 
WHEREAS, SCD has scheduled a regular annual meeting of shareholders to be held on April 29, 2011 (the “Annual Meeting”) at which the current Board of Directors (the “Board”) of SCD will nominate Riordan Roett and Jeswald W. Salacuse to be elected as Class III Directors of SCD (the “SCD Director Slate”) and to transact such other business as may properly come before the Annual Meeting;
 
WHEREAS, Western has submitted a shareholder proposal to declassify the Board for consideration at the Annual Meeting (the “Shareholder Proposal”), advised SCD that Western may nominate candidates for election to the Board and indicated that Western intends to solicit proxies from shareholders of SCD in support of the Shareholder Proposal and in support of the election of other candidates as Directors of SCD; and

WHEREAS, SCD and Western believe it is in their mutual interests for the Board to take action to attempt to reduce the discount to net asset value at which the Fund’s  common shares trade and to avoid the continued expense and inconvenience related to the Shareholder Proposal and the possibility of a contested SCD Director Slate;
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:
 
Section 1.                      Support of Management Proxy Solicitation
 
1.1
Western represents and warrants that Western will (a) withdraw the Stockholder Proposal from consideration at the Annual Meeting; (b) appear at the Annual Meeting (or at any postponement or adjournment thereof) or otherwise cause all shares beneficially owned by Western as of the close of business on March 1, 2011 (the “Record Date”) for the Annual Meeting to be counted as present thereat for purposes of calculating a quorum; (c) vote or cause to be voted at the Annual Meeting all of the shares beneficially owned by Western as of the Record Date for the Annual Meeting (i) in favor of the SCD Director Slate and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the SCD Director Slate; (d) generally cooperate with SCD in the approval of the SCD Director Slate and the rejection of the Shareholder Proposal; and (e) vote or cause to be voted at the Annual Meeting all of the shares beneficially owned by Western as of the Record Date for the Annual Meeting against the proposal submitted by Robert H. Daniels that the Board initiate a self-tender.
 
 
1
 
 
Section 2.                      Tenders by SCD
 
2.1
On the basis of the representations, warranties and agreements set forth herein and subject to performance by Western of its covenants and other obligations hereunder and the other conditions set forth herein:
 
 
(a) 
SCD hereby covenants and agrees to commence a tender offer on or about June 1, 2011 (the “Initial Tender Offer”) for up to 30% of the then outstanding common shares of SCD at a price equal to at least 98% of the net asset value of SCD’s common shares as determined as of the close of the regular trading session of the New York Stock Exchange on the date the Initial Tender Offer expires.  The Initial Tender Offer shall expire on or before June 30, 2011; provided that the Initial Tender Offer may be extended if required by law.
 
 
(b) 
SCD hereby covenants and agrees to commence a tender offer (the “First Conditional Tender Offer”) for up to 5% of the then outstanding common shares of SCD at a price equal to at least 98% of the net asset value of SCD’s common shares as determined as of the close of regular trading on the New York Stock Exchange on the date the First Conditional Tender Offer expires, if during the period from July 20, 2011 through August 19, 2011  (the “First Conditional Tender Offer Test Period”), the common shares of SCD have traded at a market price that represents an average daily discount from net asset value of more than 5% during the First Conditional Tender Offer Test Period (calculated as described in Section 2.2 below).  If required to commence a tender offer pursuant to this section, SCD will commence the First Conditional Tender Offer on or about September 1, 2011.
 
 
(c)
SCD hereby covenants and agrees to commence a tender offer (the “Second Conditional Tender Offer”) for up to 5% of the then outstanding common shares of SCD at a price equal to at least 98% of the net asset value of SCD’s common shares as determined as of the close of regular trading on the New York Stock Exchange on the date the Second Conditional Tender Offer expires, if during the period from October 19, 2011 through November 18, 2011  (the “Second Conditional Tender Offer Test Period”), the common shares of SCD have traded at a market price that represents an average daily discount from net asset value of more than 5% during the Second Conditional Tender Offer Test Period (calculated as described in Section 2.2 below).  If required to commence the Second Conditional Tender Offer, SCD will commence the Second Conditional Tender Offer on or about December 1, 2011.
 
 
(d)
SCD hereby covenants and agrees to commence a tender offer (the “Third Conditional Tender Offer”) for up to 5% of the then outstanding common shares of SCD at a price equal to at least 98% of the net asset value of SCD’s common shares as determined as of the close of regular trading on the New York Stock Exchange on the date the Third Conditional Tender Offer expires, if during the period from January 19, 2012 through February 18, 2012  (the “Third Conditional Tender Offer Test Period” and together with the First Conditional Tender Offer Test Period and the Second Conditional Tender Offer Test Period, the “Test Periods”), the common shares of SCD have traded at a market price that represents an average daily discount from net asset value of more than 5% during the Third Conditional Tender Offer Test Period (calculated as described in Section 2.2 below).  If required to commence the Third Conditional Tender Offer, SCD will commence the Third Conditional Tender Offer on or about March 1, 2012. 
 
 
2
 
 
Each such tender offer is referred to as a “Tender” and such tender offers are collectively referred to herein as the “Tenders.”  Each Tender shall expire twenty business days following its respective date of commencement; provided that the Tender may be extended if required by law.
 
2.2
SCD will determine the average of SCD’s daily premium or discount to net asset value for each trading day in the applicable Test Period by computing the percentage difference between the net asset value and the volume-weighted average price (“VWAP”) of SCD on each trading day during such Test Period and calculating the simple average of all such daily determinations.  SCD shall perform such calculations as soon as practicable after the applicable Test Period in good faith and on a consistent basis using SCD’s published daily net asset value calculations and the VWAP on each day the NYSE is open for trading during the applicable Test Period.  The VWAP shall be the price as displayed under the heading “Bloomberg VWAP” for SCD.
 
2.3
If the average of SCD’s VWAP to net asset value for any applicable Test Period (calculated as described in Section 2.2 above) is 5% or less during any Test Period, SCD will not be required to conduct any subsequent Tenders.
 
2.4
Although the Board of SCD has committed to the Tenders under the circumstances set forth above, SCD will not commence a Tender or accept tenders of SCD’s common shares during any period when (a) such transactions, if consummated, would: (i) result in the delisting of SCD’s shares from the New York Stock Exchange or (ii) impair SCD’s status as a regulated investment company under the Internal Revenue Code of 1986, as amended (which would make SCD a taxable entity, causing SCD’s income to be taxed at the fund level in addition to the taxation of shareholders who receive distributions from SCD); (b) there is any (i) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (ii) suspension of or limitation on prices for trading securities generally on the New York Stock Exchange or other national securities exchange(s), or the National Association of Securities Dealers Automated Quotation System ("NASDAQ'') National Market System, (iii) declaration of a banking moratorium by federal or state authorities or any suspension of payment by banks in the United States or New York State or (iv) limitation affecting SCD imposed by federal or state authorities on the extension of credit by lending institutions; or (c) the Board of SCD determines in good faith that effecting any such transaction would constitute a breach of its fiduciary duty owed to SCD or its shareholders.  SCD will commence any Tender delayed by the pendency of any of the above described events within 30 days of the termination of such delaying event.
 
Section 3.                      Additional Agreements.
 
3.1
Western covenants and agrees that during the period from the date of this Agreement through March 8, 2013 (the “Effective Period”) it will not, and will cause its Affiliates (as defined in Rule 405 of the Securities Act of 1933, as amended (the “1933 Act”)) not to, directly or indirectly, alone or in concert with others, unless specifically requested in writing by the Chairman or President of SCD or any Legg Mason-affiliated fund (as defined below), as the case may be,  or by a resolution of a majority of the Board of SCD or any Legg Mason-affiliated fund, as the case may be, take any of the actions set forth below:
 
(a)           effect, seek, offer, engage in, propose (whether publicly or otherwise) or cause or participate in, or assist any other person to effect, seek, engage in, offer or propose (whether publicly or otherwise) or participate in (other than as specifically contemplated by this Agreement) any “solicitation” of “proxies” (as such terms are defined in the rules and regulations promulgated under the 1934 Act but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv) from the definition of “solicitation”), whether or not relating to the election or removal of directors, with respect to any closed-end investment company advised by Legg Mason Partners Fund Advisor, LLC, Royce & Associates, LLC, Western Asset Management Company or any other affiliate of Legg Mason Inc. (the “Legg Mason-affiliated funds”) or any action resulting in Western or any of its Affiliates becoming a “participant” in any “election contest” (as such terms are defined in the rules and regulations promulgated under the 1934 Act) with respect to any Legg Mason-affiliated fund;
 
 
3
 
 
(b)           propose any matter for submission to a vote of stockholders of any Legg Mason-affiliated fund;
 
(c)           except as specifically contemplated by this Agreement, grant any other proxy with respect to any securities of any Legg Mason-affiliated fund;
 
(d)           except as specifically contemplated by this Agreement, form, join or participate in a “group” (within the meaning of Section 13(d)(3) of the 1934 Act) with respect to any securities of any Legg Mason-affiliated fund or deposit any securities of any Legg Mason-affiliated fund in a voting trust or subject any securities of any Legg Mason-affiliated fund to any arrangement or agreement with respect to the voting of such securities or other agreement having similar effect;
 
(e)           seek, alone or in concert with others, (i) to call a meeting of stockholders of any Legg Mason-affiliated fund, (ii) representation on the Board of Directors of any Legg Mason-affiliated fund, (iii) the removal of any member of the Board of Directors of any Legg Mason-affiliated fund, or (iv) to control or influence the management or policies of any Legg Mason-affiliated fund; or
 
(f)           except as specifically contemplated by this Agreement, enter into any discussions, negotiations, arrangements or understandings with any person with respect to any of the foregoing, or advise, assist, encourage or seek to persuade others to take any action with respect to any of the foregoing.
 
3.2
Western covenants and agrees that during the Effective Period, it will, and will cause its Affiliates to:
 
(a)            withdraw any proposals submitted to a vote of stockholders of any Legg Mason-affiliated fund, including pending proposals submitted prior to the Effective Period;
 
(b)           appear at any annual or special meeting of stockholders of any Legg Mason-affiliated fund (“Legg Mason stockholder meeting”) or otherwise cause all shares it beneficially owns as of the record date for such meeting to be counted as present thereat for purposes of a quorum;
 
(c)           vote or cause to be voted at the Legg Mason stockholder meeting all of the shares it beneficially owns as of the record date for such meeting (i) in favor of and in accordance with the recommendation of the Board of Directors of the applicable Legg Mason-affiliated fund (the “Legg Mason Board”) and (ii) against any proposal made in opposition to, or in competition or inconsistent with, the recommendation of the Legg Mason Board; and
 
(d)            generally cooperate with the Legg Mason Board.
 
 
4
 
 
Section 4.                      Press Release; Public Statements.
 
4.1
Western and SCD agree that within one business day of the date of this Agreement, SCD will issue a press release announcing the determination of the Board to commence the Tenders, subject to the other conditions set forth herein, in substantially the form attached as Exhibit A hereto.  The Parties acknowledge and agree that this Agreement will be filed as an exhibit to an amendment to the Scheduled 13D, as amended, relating to SCD filed by Western.
 
Section 5.                      Fees, Costs and Expenses.
 
5.1
Each Party hereto will pay, or cause to be paid, its own fees, costs and expenses incident to this Agreement and the transactions contemplated herein.
 
Section 6.                      Miscellaneous
 
6.1
Remedies.  Each Party hereto hereby acknowledges and agrees that irreparable harm will occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that the Parties will be entitled to seek specific performance hereunder, including, without limitation, an injunction or injunctions to prevent and enjoin breaches of the provisions of this Agreement and to enforce specifically the terms and provision hereof in any state or federal court in the State and County of New York, in addition to any other remedy to which they may be entitled at law or in equity.  Any requirements for the securing or posting of any bond with respect to any such remedy are hereby waived.  All rights and remedies under this Agreement are cumulative, not exclusive, and will be in addition to all rights and remedies available to any Party at law or in equity.
 
6.2
Jurisdiction; Venue; Waiver of Jury Trial.  The Parties hereto hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the state or federal courts in the State and County of New York for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby.  The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts in the State and County of New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  Each of Western and SCD waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.
 
6.3
Entire Agreement.  This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the Parties hereto.  This Agreement supersedes all previous negotiations, representations and discussions by the Parties hereto concerning the subject matter hereof, and integrates the whole of all of their agreements and understanding concerning same.  No prior oral representations or undertakings concerning the subject matter hereof will operate to amend, supersede, or replace any of the terms or conditions set forth in this Agreement, nor will they be relied upon.
 
6.4
Section Headings.  Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement.
 
6.5
Notice.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto will be validly given, made or served, if in writing and sent by U.S. certified mail, return receipt requested, or by overnight courier service to:
 
 
5
 
 
If to SCD, to:

LMP Capital and Income Fund Inc.
55 Water Street
New York, NY 10041

with copies to (which copies shall not constitute notice):

Robert I. Frenkel, Esq.
Secretary
c/o Legg Mason & Co., LLC
100 First Stamford Place, 7th Floor
Stamford, CT 06902
Fax:  (203) 703-7065

and

Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Fax: (212) 455-2502

If to Western, to:

Arthur D. Lipson
Western Investment Hedged Partners L.P.
7050 S. Union Park Center, Suite 590
Midvale, Utah 84047
 
with a copy to (which copy shall not constitute notice):

Adam Finerman, Esq.
Olshan Grundman Frome Rosenzweig & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10002
Fax:  (212) 451-2222

 
6.6
Severability.  Any provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of any provisions of this Agreement in any other jurisdiction.  In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any such term, provision, covenant or restriction that is held invalid, void or unenforceable by a court of competent jurisdiction.
 
 
6
 
 
6.7
Governing Law.  This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York.
 
6.8
Binding Effect; No Assignment.  This Agreement will be binding upon and inure to the benefit of and be enforceable by the successors and assigns of the Parties hereto.  Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto, or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.  No Party to this Agreement may, directly or indirectly, assign its rights or delegate its obligations hereunder (whether voluntarily, involuntarily, or by operation of law) without the prior written consent of the other Party.  Any such attempted assignment will be null and void.
 
6.9
Amendments; Waivers.  No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties hereto, and no provision hereof may be waived other than by an instrument in writing signed by the Party against whom enforcement is sought.
 
6.10
Counterparts.  This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
 
[signatures appear on next page]
 
 
7
 
 
 
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
 
 
LMP CAPITAL AND INCOME FUND INC.
   
 
By:
/s/ R. Jay Gerken
   
Name:
R. Jay Gerken
   
Title:
Chairman, President and Chief Executive Officer
 
 
8
 

 
 
WESTERN INVESTMENT LLC
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT HEDGED PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
     
 
By:
Western Investment LLC
   
Managing Member
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
     
 
By:
Western Investment LLC
   
General Partner
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member


 
WESTERN INVESTMENT TOTAL RETURN FUND LTD.
     
 
By:
Western Investment LLC
   
Investment Manager
     
 
By:
/s/ Arthur D. Lipson
   
Name:
Arthur D. Lipson
   
Title:
Managing Member

 
/s/ Arthur D. Lipson
 
ARTHUR D. LIPSON
 
 
9
 

 
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
     
 
By:
Benchmark Plus Management, L.L.C.
   
Managing Member
     
 
By:
 /s/ Robert Ferguson
   
Name:
 Robert Ferguson
   
Title:
 Principal


 
BENCHMARK PLUS MANAGEMENT, L.L.C.
     
 
By:
 s/ Robert Ferguson
   
Name:
 Robert Ferguson
   
Title:
 Principal

 
/s/ Robert Ferguson
 
ROBERT FERGUSON

 
/s/ Scott  Franzblau
 
SCOTT FRANZBLAU
 
 
10
 
 

 
 Exhibit A

 
11
 
 
LMP Capital and Income Fund Inc. Announces Tender Offer Program
 
NEW YORK--(BUSINESS WIRE)--LMP Capital and Income Fund Inc. (NYSE: SCD) announced today that the Fund’s Board of Directors has approved a tender offer for up to 30% of the Fund’s outstanding shares of common stock. In addition, upon the prior occurrence of certain events as set forth below as well as certain other terms and conditions, the Fund’s Board of Directors has also approved three subsequent quarterly conditional tender offers of up to 5% of the outstanding shares of common stock. All tender offers will be conducted as a price equal to at least 98% of the net asset value per share on the dates the tender offers expire.
 
The Fund intends to commence its initial tender offer of up to 30% of the outstanding shares of common stock on or about June 1, 2011 with the expiration date anticipated on or about June 30, 2011.
 
The Fund’s three subsequent tender offers are conditioned on the failure to meet certain threshold requirements related to the discount at which the Fund’s shares trade from their net asset value during a 30-calendar day measuring period (“measuring period”). If the Fund’s shares have traded at a market price that represents an average daily discount from net asset value of more than 5%, the Fund will commence a tender offer on the first day of the month following the end of the measuring period for up to 5% of outstanding common stock at a price equal to at least 98% of the Fund’s net asset value per share on the date each of these three respective tender offers expires The measuring periods for the three conditional tenders will be July 20 to August 19, 2011, October 19 to November 18, 2011 and January 19 to February 18, 2012, respectively. The average of the Fund’s daily premium or discount to net asset value for each trading day in the applicable measuring period will be the percentage difference between the net asset value and the volume-weighted average price (VWAP) of the Fund on each trading day during such measuring period.
 
If the Fund’s market price is discounted to its net asset value per share by 5% or less during the measuring period, the Fund will not commence a tender offer during that quarter or in any subsequent quarters.
 
Further information about the initial tender offer, and any subsequent tender offers, will be announced by press release. The tender offers will be made and shareholders will be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, either by publication or mailing or both.
 
The Fund also announced that, pursuant to a previously announced repurchase program of up to 1,000,000 shares of the Fund’s common stock, the Fund may repurchase shares of its common stock in the open market, including during measuring periods for the conditional tenders, if it is deemed to be in the best interests of the Fund’s shareholders.
 
LMP Capital and Income Fund Inc. is a non-diversified closed-end investment management company traded on the New York Stock Exchange under the symbol "SCD. " It is advised by Legg Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of Legg Mason, Inc. and is sub-advised by ClearBridge Advisors, LLC and Western Asset Management Company, affiliates of the adviser.
 
You may contact the Fund at 1-888-777-0102 for additional information such as the Fund’s net asset value per share, market price and other information, or consult the Fund’s web site at www.leggmason.com/cef.
 
Data and commentary provided in this press release are for informational purposes only. Legg Mason and its affiliates do not engage in selling shares of the Fund.
 
The tender offers will be made, and the shareholders of the Fund will be notified, in accordance with the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, and other applicable rules and regulations. The tender offers described in this announcement have not yet commenced. This announcement is not an offer to purchase or a solicitation of an offer to buy shares of the Fund. The tender offers will be made only by an Offer to Purchase for Cash and the related Letter of Transmittal. As soon as each tender offer commences, the Fund will file a tender offer statement with the SEC. SHAREHOLDERS OF THE FUND SHOULD READ THESE DOCUMENTS BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Documents filed with the SEC are available to investors for free at the SEC’s website (http://www.sec.gov).
 
This press release may contain statements regarding plans and expectations for the future that constitute forward-looking statements within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking and can be identified by the use of words such as "may," "will," "expect," "anticipate," "estimate," "believe," "continue" or other similar words. Such forward-looking statements are based on the Fund's current plans and expectations, and are subject to risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Additional information concerning such risks and uncertainties are contained in the Fund's filings with the Securities and Exchange Commission.
 
Contacts
 
Legg Mason & Co. LLC
Brenda Grandell, 212-857-8087
Director, Closed-End Funds