0001504304-13-000025.txt : 20131122 0001504304-13-000025.hdr.sgml : 20131122 20131122160636 ACCESSION NUMBER: 0001504304-13-000025 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131122 DATE AS OF CHANGE: 20131122 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS, LLC 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-81242 FILM NUMBER: 131238314 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 BUSINESS ADDRESS: STREET 1: PARK 80 WEST 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 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 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/12/13 1. NAME OF REPORTING PERSON Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, Steven Samuels 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 333,485 8. SHARED VOTING POWER 260,190 9. SOLE DISPOSITIVE POWER 333,485 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 260,190 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 593,675 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 8.41% 14. TYPE OF REPORTING PERSON IA, IN _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Western Asset Inflation Management Fund Inc. ("IMF" or the "Issuer"). The principal executive offices of IMF are located at 125 Broad Street C/O Salomon Brothers Asset Management New York, NY 10004 Item 2. IDENTITY AND BACKGROUND (a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware Limited Liability Company), 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 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of clients of Bulldog Investors,LLC. ITEM 4. PURPOSE OF TRANSACTION The filing persons intend to communicate with management about measures to address the disparity between the Fund's stock price and its net asset value. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the N-CSRS filed on August 29, 2013, there were 7,062,862 shares of common stock outstanding as of June 30, 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 November 21, 2013, Bulldog Investors, LLC is deemed to be the beneficial owner of 593,675 shares of IMF (representing 8.41% 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 593,675 shares of IMF include 333,485 shares (representing 4.72% of IMF's outstanding shares) that are beneficially owned by the following entities over which Messrs. Goldstein, Dakos and Mr. Samuels exercise control: 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 Funds"). Bulldog Investors Funds may be deemed to constitute a group. All other shares included in the aforementioned 593,675 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 260,190 shares (representing 3.69% of IMF's outstanding shares). (b) Bulldog Investors, LLC has sole power to dispose of and vote 333,485 shares. Bulldog Investors, LLC has shared power to dispose of and vote 260,190 shares. Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more than 5% of IMF's shares) share this power with Bulldog Investors, LLC. Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC. c) During the past 60 days the following shares of IMF were purchased: Date: Shares: Price: 09/24/13 13,000 16.0490 09/25/13 2,437 16.1200 10/10/13 44,400 16.2912 10/28/13 17,991 16.4563 10/29/13 15,618 16.4560 10/30/13 10,346 16.4549 10/31/13 4,884 16.4200 11/01/13 5,223 16.4000 11/04/13 4,954 16.3500 11/05/13 614 16.2500 11/06/13 10,113 16.2195 11/07/13 6,954 16.2257 11/08/13 5,157 16.0616 11/11/13 5,227 16.0734 11/12/13 175,000 16.0700 11/12/13 7,095 16.0438 11/13/13 3,434 16.0700 11/13/13 13,464 16.0978 11/14/13 9,121 16.1498 11/15/13 4,900 16.1574 11/15/13 4,682 16.2000 11/18/13 4,919 16.3353 11/19/13 6,897 16.3862 11/20/13 18,108 16.3657 11/21/13 55,155 16.3894 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 See exhibit A 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: 11/22/2013 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 Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein. Exhibit A: Agreement to Make Joint Filing Agreement made as of the 22nd day of November, 2013, by and among Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels. WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides that whenever two or more persons are required to file a statement containing the information required by Schedule 13D with respect to the same securities, only one such statement need be filed, so long as, among other things, such filing includes as an exhibit an agreement among such persons that such a statement is filed on behalf of each of them; WHEREAS, in connection with certain holdings of Western Asset Inflation Management Fund Inc. (IMF), each of the parties to this Agreement is required to file a statement containing the information required by Schedule 13D with respect to the same holdings of IMF; NOW THEREFORE, the parties hereby agree that one statement containing the information required by Schedule 13D shall be filed on behalf of each party hereto. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first written above. By:/s/ Phillip Goldstein By:/s/ Andrew Dakos Phillip Goldstein Andrew Dakos BULLDOG INVESTORS, LLC By: /s/ Steven Samuels By: /s/ Andrew Dakos Steven Samuels Andrew Dakos, Member