0001504304-14-000014.txt : 20140401 0001504304-14-000014.hdr.sgml : 20140401 20140401160509 ACCESSION NUMBER: 0001504304-14-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140401 DATE AS OF CHANGE: 20140401 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: BULLDOG INVESTORS GENERAL PARTNERSHIP GROUP MEMBERS: BULLDOG INVESTORS GROUP OF FUNDS GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET INFLATION MANAGEMENT FUND INC. CENTRAL INDEX KEY: 0001283721 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81242 FILM NUMBER: 14734255 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: C/O SALOMON BROTHERS ASSET MANGE CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-291-2556 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: C/O SALOMON BROTHERS ASSET MANGE CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS INFLATION MANAGEMENT FUND INC DATE OF NAME CHANGE: 20040315 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors, LLC CENTRAL INDEX KEY: 0001504304 IRS NUMBER: 270926182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: Brooklyn Capital Management LLC DATE OF NAME CHANGE: 20101026 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 03/31/14 1. NAME OF REPORTING PERSON Bulldog Investors, LLC 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 925,203 8. SHARED VOTING POWER 236,248 9. SOLE DISPOSITIVE POWER 925,203 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 236,248 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,161,451 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.44% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ 1. NAME OF REPORTING PERSON Bulldog Investors Group of Funds 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 925,203 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 925,203 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 925,203 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 13.10% 14. TYPE OF REPORTING PERSON IC 1. NAME OF REPORTING PERSON Bulldog Investors General Partnership 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION DE ___________________________________________________________ 7. SOLE VOTING POWER 819,846 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 819,846 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 819,846 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.61% 14. TYPE OF REPORTING PERSON IC _______________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 925,203 8. SHARED VOTING POWER 236,248 9. SOLE DISPOSITIVE POWER 925,203 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 236,248 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,161,451 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.44% 14. TYPE OF REPORTING PERSON IN ______________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 925,203 8. SHARED VOTING POWER 236,248 9. SOLE DISPOSITIVE POWER 925,203 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 236,248 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,161,451 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.44% 14. TYPE OF REPORTING PERSON IN _____________________________________________________________ 1. NAME OF REPORTING PERSON Steven Samuels 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 925,203 8. SHARED VOTING POWER 236,248 9. SOLE DISPOSITIVE POWER 925,203 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 236,248 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,161,451 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 16.44% 14. TYPE OF REPORTING PERSON IN ____________________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #6 to the schedule 13d filed November 22, 2013. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors, LLC, (a Delaware limited liability company); Bulldog Investors Group of Funds (as defined in response to Item 5) (each of which is a Delaware limited partnership, other than Opportunity Partners, LP (an Ohio limited partnership) and Full Value Offshore Fund, Ltd. (a Cayman Islands exempted company)); Bulldog Investors General Partnership (a New York general partnership); Phillip Goldstein: Andrew Dakos; and Steven Samuels. (b) The business address of the reporting persons is Park 80 West-Plaza Two, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663. (c) Bulldog Investors, LLC is a registered investment adviser. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC. (d) n/a (e) n/a (f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United States. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the N-CSRS filed on February 27,2014 there were 7,062,862 shares of common stock outstanding as of December 31, 2013. The percentages set forth herein were derived using such number. Phillip Goldstein, Andrew Dakos and Steven Samuels own Bulldog Investors, LLC, a registered investment advisor. As of April 1, 2014, Bulldog Investors, LLC is deemed to be the beneficial owner of 1,161,451 shares of IMF (representing 16.44% of IMF's outstanding shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of, and dispose of, these shares. These 1,161,451 shares of IMF include 925,203 shares (representing 13.10% of IMF's outstanding shares) that are beneficially owned by the following entities over which Messrs. Goldstein, Dakos and Samuels exercise control: Bulldog Investors General Partnership, Opportunity Partners LP, Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity Partners, LP (collectively, "Bulldog Investors Group of Funds"). Bulldog Investors Group of Funds may be deemed to constitute a group. Bulldog Investors General Partnership is the beneficial owner of 819,846 shares (representing 11.61% of IMF's outstanding shares). All other shares included in the aforementioned 1,161,451 shares of IMF beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to sell or direct the vote of these shares) are also beneficially owned by clients of Bulldog Investors, LLC who are not members of any group. The total number of these "non-group" shares is 236,248 shares (representing 3.34% of IMF's outstanding shares). c) Since the last filing on 2/7/14 the following shares of IMF were purchased: Date Shares Price 02/07/14 12,039 17.6967 02/07/14 9,200 17.6600 02/10/14 1,300 17.7200 02/13/14 13,100 17.7052 02/19/14 1,255 17.6984 02/25/14 2,600 17.7100 03/31/14 100,000 17.8600 d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or sales proceeds. e) N/A ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. N/A ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. 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. Dated: 04/01/14 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels Bulldog Investors, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Bulldog Investors General Partnership By: /s/ Phillip Goldstein Phillip Goldstein, Manager of the Managing General Partner OPPORTUNITY PARTNERS, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP CALAPASAS WEST PARTNERS, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP FULL VALUE SPECIAL SITUATIONS FUND, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP FULL VALUE OFFSHORE FUND, LTD. By: /s/ Andrew Dakos Andrew Dakos, Director FULL VALUE PARTNERS, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP OPPORTUNITY INCOME PLUS FUND, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP MCM OPPORTUNITY PARTNERS, LP By: /s/ Andrew Dakos Andrew Dakos, Manager of the GP