As filed with the Securities and Exchange Commission on February 25, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 3)
Western Asset Intermediate Muni Fund Inc.
(Name of Subject Company (issuer))
Western Asset Intermediate Muni Fund Inc.
(Name of Filing Person (offeror))
Series M Municipal Auction Rate Cumulative Preferred Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
958435208
(CUSIP Number of Class of Securities)
Robert I. Frenkel
Secretary and Chief Legal Officer
Western Asset Intermediate Muni Fund Inc.
100 First Stamford Place, 6th Floor
Stamford Connecticut 06902
(203) 703-7046
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the person(s) filing statement)
Copy to:
Sarah E. Cogan, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York, 10017
(212) 455-2000
CALCULATION OF FILING FEE
| Transaction valuation | Amount of filing fee | |
| $45,000,000(a) | $5,229(b) | |
| (a) | Calculated as the aggregate maximum purchase price to be paid for 2,000 shares in the offer, based upon a price of 90% of the liquidation preference of $25,000 per share (or $22,500 per share). |
| (b) | Previously paid. Calculated at $116.20 per $1,000,000 of the Transaction Valuation. |
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| Amount Previously Paid: | Not applicable | Filing Party: | Not applicable | |||
| Form or Registration No.: | Not applicable | Date Filed: | Not applicable |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which this statement relates:
| ¨ | third party tender offer subject to Rule 14d-1 |
| x | issuer tender offer subject to Rule 13e-4 |
| ¨ | going-private transaction subject to Rule 13e-3 |
| ¨ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
This Amendment No. 3 (this “Amendment”) amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) initially filed by Western Asset Intermediate Muni Fund Inc., a Maryland corporation (the “Fund”), on January 22, 2015, as amended by Amendment No. 1 filed on February 2, 2015 and Amendment No. 2 filed on February 23, 2015, relating to the Fund’s offer to purchase for cash up to 100% of the Fund’s outstanding shares of Series M Municipal Auction Rate Cumulative Preferred Stock, par value $0.001 per share (the “Preferred Stock”), at 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated January 22, 2015 and the related Letter of Transmittal copies of which were previously filed as exhibit (a)(1)(i) and (a)(1)(ii) to the Schedule TO filed on January 22, 2015.
Filed herewith as Exhibit (a)(5)(iii) and incorporated by reference is a copy of the press release issued by the Fund dated February 25, 2015, announcing the final results of its offer.
ITEMS 1 THROUGH 9 AND ITEM 11
The information set forth in the Offer to Purchase and the related Letter of Transmittal, each filed as an exhibit to the Fund’s Schedule TO on January 22, 2015, is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
ITEM 10.
(a) The information set forth in the Offer to Purchase under Section 8 (“Selected Financial Information”) is incorporated herein by reference. In addition, the Fund’s annual report to the stockholders for the year ended November 30, 2014 filed on Form N-CSR on January 23, 2015 is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated January 22, 2015.* | |
| (a)(1)(ii) | Form of Letter of Transmittal.* | |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(vi) | Form of Notice of Withdrawal.* | |
| (a)(2) | None. | |
| (a)(3) | Not Applicable. | |
| (a)(4) | Not Applicable. | |
| (a)(5)(i) | Press Release issued on January 22, 2015.* | |
| (a)(5)(ii) | Press Release issued on February 23, 2015.** | |
| (a)(5)(iii) | Press Release issued on February 25, 2015. | |
| (b) | None. | |
| (d) | None. | |
| (e) | None. | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed with the Fund’s Schedule TO, filed January 22, 2015, and incorporated herein by reference. |
| ** | Previously filed with Amendment No. 2 to the Fund’s Schedule TO, filed February 23, 2015, and incorporated herein by reference. |
ITEM 13.
Not applicable.
SIGNATURE
After due 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.
| WESTERN ASSET INTERMEDIATE MUNI FUND INC. | ||
| By: | /s/ Kenneth D. Fuller | |
| Name: | Kenneth D. Fuller | |
| Title: | Chairman, President and Chief Executive Officer | |
| Dated February 25, 2015 | ||
EXHIBIT INDEX
| Exhibit |
Document | |
| (a)(5)(iii) | Press Release issued on February 25, 2015. | |
Exhibit (a)(5)(iii)
Western Asset Intermediate Muni Fund Inc. Announces Final Results of Issuer Tender Offer for Auction Rate Preferred Stock and Offering of Variable Rate Preferred Stock
New York, NY (February 25, 2015) — Western Asset Intermediate Muni Fund Inc. (the “Fund”) (NYSE Amex: SBI) announced today the final results for its issuer tender offer for up to 100% of its outstanding Series M Municipal Auction Rate Cumulative Preferred Stock (“ARPS”) at a price equal to 90% of the liquidation preference of $25,000 per share (or $22,500 per share), plus any unpaid dividends accrued through the termination date of the tender offer. The Fund’s tender offer expired on Friday, February 20, 2015 at 5:00 p.m. New York City time. All shares that were validly tendered and not withdrawn during the offering period have been accepted for payment.
The Fund has accepted for payment 1,896 ARPS, which represent 94.8% of its outstanding ARPS. Payment for such shares was made on February 25, 2015. The ARPS that were not tendered will remain outstanding.
The Fund also announced today that it completed an offering of 1,896 shares of Series 1 Variable Rate Demand Preferred Stock (“VRDPS”), liquidation preference $25,000 per share. The net proceeds from the offering have been used to repurchase the ARPS that have been accepted for payment pursuant to the tender offer.
Any questions about the tender offer can be directed to Deutsche Bank Trust Company Americas, the information agent for the tender offer, at (877) 843-9767.
*********************
Western Asset Intermediate Muni Fund Inc. is a diversified, closed-end management investment company. The Fund’s investment objective is to provide common shareholders a high level of current income exempt from regular federal income taxes consistent with prudent investing. The Fund is managed by Legg Mason Partners Fund Advisor, LLC, a wholly owned subsidiary of Legg Mason, Inc., and sub-advised by Western Asset Management Company, an affiliate of the investment manager. Additional information regarding the matters addressed in the press release may be announced subsequently via press release, which can be accessed at www.lmcef.com. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.
THIS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. 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.
For more information, please call 1-888-777-0102 or consult the Fund’s web site at www.lmcef.com.
Media Contact: Maria Rosati — (212) 805-6036, mrosati@leggmason.com.
Western Asset Management Company and Legg Mason Investor Services, LLC are subsidiaries of Legg Mason, Inc.
© 2015 Legg Mason Investor Services, LLC. Member FINRA, SIPC