-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NYQywrj2emIexz6r1ZuLG8ES8AP7uEaK5JVR2PeVAOXducfJS1rYicHMG6jaZUoR udRsqwDtQXMvLIFM2hImiw== 0000948985-06-000003.txt : 20060216 0000948985-06-000003.hdr.sgml : 20060216 20060216173814 ACCESSION NUMBER: 0000948985-06-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Williams Partners L.P. CENTRAL INDEX KEY: 0001324518 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80960 FILM NUMBER: 06626496 BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172-0172 BUSINESS PHONE: (918) 573-2000 MAIL ADDRESS: STREET 1: ONE WILLIAMS CENTER CITY: TULSA STATE: OK ZIP: 74172-0172 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIDUCIARY ASSET MANAGEMENT CO /MO CENTRAL INDEX KEY: 0000948985 IRS NUMBER: 541714311 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8112 MARYLAND AVE STREET 2: STE 400 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3144466700 MAIL ADDRESS: STREET 1: 8112 MARYLAND AVE STE 400 CITY: CLAYTON STATE: MO ZIP: 63105 SC 13G 1 williamspartners.txt WPZ SC 13G 2005 YE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Williams Partners L.P. - ------------------------------------------------------------------------------- (Name of Issuer) Common Units - ------------------------------------------------------------------------------- (Title of Class of Securities) 96950F104 ------------------------------ (CUSIP Number) December 31, 2005 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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. 96950F104 --------- - ------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Fiduciary Asset Management, LLC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri - ------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF ----------------------------------------------------------------- SHARES BENEFICIALLY 6 SHARED VOTING POWER 632,465 (See Item 4) OWNED BY ----------------------------------------------------------------- EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH ----------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER 632,465 (See Item 4) - ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 632,465 (See Item 4) - ------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) Not Applicable - ------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.04 % - ------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) - ------------------------------------------------------------------------------- IA - ------------------------------------------------------------------------------- Item 1 (a) Name of Issuer: Williams Partners L.P. (b) Address of Issuer's Principal Executive Offices One Williams Center Tulsa, OK 74171-0172 Item 2 (a)-(c) This statement is filed on behalf of the following: (a) This 13G is being filed by Fiduciary Asset Management,L.L.C. (b) The principal business address is 8112 Maryland Avenue, Suite 400, St. Louis, MO 63105. (c) FAMCO is a Missouri Limited Liability Company. (d) Title of Class of Securities: Common Units (e) CUSIP Number: 96950F104 Item 3. If this statement is filed pursuant to 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) [X ] 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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Item 4. Ownership. Fiduciary Asset Management, LLC. acts as an investment sub-advisor to certain closed-end investment companies registered under the Investment Company Act of 1940 as well as to private individuals. FAMCO by virtue of investment advisory agreements with these clients has all investment and voting power over securities owned of record by these clients. However, despite their delegation of investment and voting power to FAMCO, these clients may be deemed to be the beneficial owners under Rule 13d-3 of the Act of the securities they own of record because they have the right to acquire investment and voting power through termination of their investment advisory agreement with FAMCO. Thus, FAMCO has reported that it shares voting power and dispositive power over the securities owned of record by these clients. FAMCO may be deemed the beneficial owner of the securities covered by this statement under Rule 13d-3 of the Act. None of the securities listed below are owned of record by FAMCO and FAMCO disclaims any beneficial interest in the shares. A. Fiduciary Asset Management, L.L.C. (a) Amount beneficially owned: 632,465 (b) Percent of class: 9.04% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 632,465 (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 632,465 B. Fiduciary/Claymore MLP Opportunity Fund Fiduciary/Claymore MLP Opportunity Fund, a Delaware Statutory Trust - FMO, with its principal business office at 2455 Corporate West Drive, Lisle, IL 60532 is a registered, non-diversified, closed-end management Investment Company under the Investment Company Act of 1940, as amended. (a) Amount beneficially owned: 426,400 (b) Percent of class: 6.09% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: 426,400 (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: 426,400 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. Fiduciary Asset Management,The investment companies and individuals discussed in item 4 above have the right to receive all dividends from and the proceeds from the sale of the securities held in their respective accounts. Except for FMO, the interest of any one person does not exceed 5% of the class of securities. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of a Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. 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. Dated: February 14, 2006 Fiduciary Asset Management, L.L.C. By: /s/ Patricia L. Boyd Treasurer and Controller ---------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----