0000902664-14-001309.txt : 20140220 0000902664-14-001309.hdr.sgml : 20140220 20140220163420 ACCESSION NUMBER: 0000902664-14-001309 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140220 DATE AS OF CHANGE: 20140220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ASSET EMERGING MARKETS INCOME FUND INC. CENTRAL INDEX KEY: 0000902978 IRS NUMBER: 133713894 STATE OF INCORPORATION: MD FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83022 FILM NUMBER: 14630045 BUSINESS ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 8887770102 MAIL ADDRESS: STREET 1: 620 EIGHTH AVENUE STREET 2: 49TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN ASSET EMERGING MARKETS INCOME FUND II INC. DATE OF NAME CHANGE: 20061010 FORMER COMPANY: FORMER CONFORMED NAME: SALOMON BROTHERS EMERGING MARKETS INCOME FUND II INC DATE OF NAME CHANGE: 20030502 FORMER COMPANY: FORMER CONFORMED NAME: EMERGING MARKETS INCOME FUND II INC DATE OF NAME CHANGE: 19930714 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Saba Capital Management, L.P. CENTRAL INDEX KEY: 0001510281 IRS NUMBER: 800361690 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: 212-542-4635 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 58TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13G 1 p14-0765sc13g.htm WESTERN ASSET EMERGING MARKETS INCOME FUND INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 

Western Asset Emerging Markets Income Fund Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

95766E103

(CUSIP Number)
 

February 10, 2014

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 13 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 95766E10313GPage 2 of 13 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

813,857

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

813,857

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

813,857

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.84%

12

TYPE OF REPORTING PERSON

CO

         

 

 

 
CUSIP No. 95766E10313GPage 3 of 13 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Master Fund II, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

520,744

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

520,744

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

520,744

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.82%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 95766E10313GPage 4 of 13 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Leveraged Master Fund, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

174,067

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

174,067

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

174,067

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.61%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 95766E10313GPage 5 of 13 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Partners (Cayman), L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

105,737

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

105,737

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

105,737

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.37%

12

TYPE OF REPORTING PERSON

PN

         
 
CUSIP No. 95766E10313GPage 6 of 13 Pages

 

1

NAME OF REPORTING PERSON

Saba Capital Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,614,405

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,614,405

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,614,405

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.64%

12

TYPE OF REPORTING PERSON

PN; IA

         

 

 
CUSIP No. 95766E10313GPage 7 of 13 Pages

 

1

NAME OF REPORTING PERSON

Boaz R. Weinstein

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

1,614,405

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

1,614,405

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,614,405

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.64%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 95766E10313GPage 8 of 13 Pages

 

Item 1(a). NAME OF ISSUER
   
  The name of the issuer is Western Asset Emerging Markets Income Fund Inc. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  The Company's principal executive offices are located at 620 Eighth Avenue, 49th Floor, New York, NY 10018.

 

Item 2(a). NAME OF PERSON FILING

 

  This statement is filed by:
   
  (i) Saba Capital Master Fund Ltd., a Cayman Islands exempted company ("SCMF"), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by it;
  (ii) Saba Capital Master Fund II, Ltd., a Cayman Islands exempted company ("SCMF II"), with respect to the shares of Common Stock held by by it;
  (iii) Saba Capital Leveraged Master Fund Ltd., a Cayman Islands exempted company ("SCLMF"), with respect to the shares of Common Stock held by it;
  (iv) Saba Capital Partners (Cayman), L.P., a Cayman Islands exempted limited partnership ("SCP"), with respect to the shares of Common Stock held by it;
  (v) Saba Capital Management, L.P., a Delaware limited partner ("Saba Capital") as investment manager of SCMF, SCMF II, SCLMF and SCP, with respect to the shares of Common Stock held by SCMF, SCMF II, SCLMF and SCP; and
  (vi) Boaz R. Weinstein ("Mr. Weinstein"), member of Saba Capital Management GP, LLC, the general partner of Saba Capital, with respect to the shares of Common Stock held by SCMF, SCMF II, SCLMF and SCP.
   
 

The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

 

 

The address of the business office of Saba Capital and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

 

The address of the registered office of SCMF, SCMF II, SCLMF and SCP is Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands.

 

 

 
CUSIP No. 95766E10313GPage 9 of 13 Pages

 

Item 2(c). CITIZENSHIP

 

  SCMF, SCMF II and SCLMF are exempted companies organized under the laws of the Cayman Islands.  SCP is an exempted limited partnership organized under the laws of the Cayman Islands.   Saba Capital is a Delaware limited partnership.  Mr. Weinstein is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.001 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
   
  95766E103

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ______________________________

 

 
CUSIP No. 95766E10313GPage 10 of 13 Pages

 

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
  The Company's Form N-CSR filed on January 24, 2014, indicates that the total number of outstanding shares of Common Stock as of November 30, 2013 was 28,629,885.  The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.  

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
   Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 95766E10313GPage 11 of 13 Pages

SIGNATURES

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

DATED: February 20, 2014

 

SABA CAPITAL MASTER FUND, LTD.  
   
/s/ Kenneth J. Weiller  
Name: Kenneth J. Weiller  
Title: Director  
   
SABA CAPITAL LEVERAGED MASTER FUND, LTD.  
   
/s/ Kenneth J. Weiller  
Name: Kenneth J. Weiller  
Title: Director  
   
   
SABA CAPITAL MASTER FUND II, LTD.  
   
/s/ Kenneth J. Weiller  
Name: Kenneth J. Weiller  
Title: Director  
   
SABA CAPITAL PARTNERS (CAYMAN), L.P.  

 

By: Saba Capital, LLC,

its general partner

 

  
By:  /s/ Boaz R. Weinstein  
Name: Boaz R. Weinstein  
Title: Managing Member  
   
   
SABA CAPITAL Management, L.P.  
   
By:  Saba Capital Management GP, LLC,  
its general partner  
   
By:  /s/ Boaz R. Weinstein  
Name: Boaz R. Weinstein  
Title: Managing Member  
   
   
BOAZ R. WEINSTEIN  
   
/s/ Boaz R. Weinstein  

 

 
CUSIP No. 95766E10313GPage 12 of 13 Pages

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATED: February 20, 2014

 

SABA CAPITAL MASTER FUND, LTD.
 
 
/s/ Kenneth J. Weiller
Name: Kenneth J. Weiller
Title: Director
 
SABA CAPITAL LEVERAGED MASTER FUND, LTD.
 
/s/ Kenneth J. Weiller
Name: Kenneth J. Weiller
Title: Director
 
 
SABA CAPITAL MASTER FUND II, LTD.
 
/s/ Kenneth J. Weiller
Name: Kenneth J. Weiller
Title: Director
 
SABA CAPITAL PARTNERS (CAYMAN), L.P.

 

By: Saba Capital, LLC,

its general partner

 

By:  /s/ Boaz R. Weinstein
Name: Boaz R. Weinstein
Title: Managing Member
 

 

 
CUSIP No. 95766E10313GPage 13 of 13 Pages

 

 

 
SABA CAPITAL Management, L.P.
 
By:  Saba Capital Management GP, LLC,
its general partner
 
By:  /s/ Boaz R. Weinstein
Name: Boaz R. Weinstein
Title: Managing Member
 
 
BOAZ R. WEINSTEIN
 
/s/ Boaz R. Weinstein