Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
12/23/19
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
11,882
8. SHARED VOTING POWER
788,355
9. SOLE DISPOSITIVE POWER
11,882
_______________________________________________________
10. SHARED DISPOSITIVE POWER
788,355
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
800,237 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.05%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
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
11,882
8. SHARED VOTING POWER
1,085,220
9. SOLE DISPOSITIVE POWER
11,882
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,085,220
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,097,102 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.04%
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
11,882
8. SHARED VOTING POWER
1,085,220
9. SOLE DISPOSITIVE POWER
11,882
_______________________________________________________
10. SHARED DISPOSITIVE POWER
1,085,220
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,097,102 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
11.04%
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
11,882
8. SHARED VOTING POWER
788,355
9. SOLE DISPOSITIVE POWER
11,882
_______________________________________________________
10. SHARED DISPOSITIVE POWER
788,355
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
800,237 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
8.05%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Western Asset Corp Loan Fund Inc. ("TLI" or the "Issuer").
The principal executive offices of TLI are located at
620 EIGHTH AVENUE
49TH FLOOR
NEW YORK NY 10018
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 members 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 Messrs. Goldstein
and Samuels, clients of Bulldog Investors,LLC, and an account managed by
Messrs. Goldstein and Dakos.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit B - Letter to the Secretary.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on December 2, 2019, there were 9,938,962 shares
of common stock outstanding as of September 30, 2019. 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 December 20, 2019, Bulldog Investors, LLC is deemed to be the beneficial
owner of 800,237 shares of TLI (representing 8.05% of TLI's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 800,237 shares of TLI include 11,882
shares (representing 0.12% of TLI's outstanding shares) that are beneficially
owned by Mr. Goldstein and Mr.Samuels.
All other shares included in the aforementioned 800,237 shares of TLI
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 788,355 shares (representing 7.93% of
TLI's outstanding shares).
As of December 20,2019, each of Messrs. Goldstein and Dakos is deemed to be
the beneficial owner of 1,097,102 shares of TLI (representing 11.04% of TLI's
outstanding shares) by virtue of their power to direct the vote of, and
dispose of, these shares.
(b)Bulldog Investors,LLC has sole power to dispose of and vote 11,882 shares.
Bulldog Investors, LLC and Messrs. Goldstein and Dakos have shared power to
dispose of and vote 788,355 shares. Certain of Bulldog Investors, LLC's
clients (none of whom beneficially own more than 5% of TLI's shares) share
this power with Bulldog Investors, LLC. Messrs.Goldstein, Dakos and Samuels
are members of Bulldog Investors, LLC. Messrs. Goldstein and Dakos
have shared power to dispose of and vote an additional 296,865 shares.
c) During the past 60 days the following shares of TLI were purchased:
Date: Shares: Price:
11/06/19 200 9.4000
11/18/19 27,000 9.4800
1120/19 1,070 9.5193
11/21/19 1,000 9.4448
11/21/19 4,000 9.4472
11/22/19 3,500 9.4985
11/26/19 77,000 9.5099
11/26/19 27,500 9.5099
d) Clients of Bulldog Investors, LLC, Messrs. Goldstein and Samules, and an
account managed by Messrs.Goldstein and Dakos 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
Exhibit A & B
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: 12/23/2019
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 23rd day of December, 2019, 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 Corp Loan
Fund Inc.(TLI), 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 TLI;
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
Exhibit B:
Phillip Goldstein
60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // This email address is being protected from spambots. You need JavaScript enabled to view it.
December 23, 2019
Western Asset Corporate Loan Fund Inc.
620 Eighth Avenue, 49th Floor
New York, New York 10018
Attention: Robert I. Frenkel, Secretary and Chief Legal Officer
Dear Mr. Frenkel:
I beneficially own 16,803 shares of Western Asset Corporate Loan Fund Inc.
(the "Fund"), which have been purchased from time to time beginning on
December 17, 2018, and of which 100 shares are registered and the balance
held in street name at StockCross, Schwab, and Pershing. Pursuant to Section
5(a) of Article II of the Fund's Amended and Restated Bylaws, I hereby give
notice that I intend to present the three nominees for Director listed below
and two proposals at the Fund's 2020 annual meeting of stockholders. Each
nominee may be contacted by writing to him c/o Bulldog Investors, LLC,
250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. No proposed nominee is
an interested person of the Fund or has any arrangements or understandings
with any person, and there is no family relationship between any proposed
nominee and any affiliated person of the Fund. In addition, no proposed
nominee has a material business or professional relationship with the Fund
or any other fund with the same investment adviser, the principal executive
officer of the Fund or of any other fund with the same investment adviser,
the Fund's investment adviser, or any controlling person of such investment
adviser. Neither Mr. Dakos nor Mr. Das personally owns any shares of the
Fund. Bulldog's and my personal investment strategy is to earn a good
risk-adjusted rate of return.
Phillip Goldstein (born 1945) - Managing Member of Bulldog Investors,
LLC (and its predecessor), an SEC-registered investment adviser that
serves as the investment adviser to, among other clients, the Bulldog
Investors group of private investment funds and Special Opportunities
Fund, Inc., a registered closed-end investment company; Principal of
the general partner of several private investment partnerships in the
Bulldog Investors group of private funds; Chairman of the Mexico Equity
& Income Fund, Inc.; Secretary and Chairman of Special Opportunities
Fund, Inc.; Director of MVC Capital, Inc.; Director of Brookfield DTLA
Fund Office Trust Investor; Secretary, Chairman, and member of the
Transitional Investment Committee of High Income Securities Fund
(f/k/a Putnam High Income Securities Fund); Director of The Swiss
Helvetia Fund, Inc; Trustee of Crossroads Liquidating Trust; Chairman
of Emergent Capital, Inc. (until 2017).
Andrew Dakos (born 1966) - Managing Member of Bulldog Investors, LLC,
an SEC-registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog Investors group of private
investment funds and Special Opportunities Fund, Inc., a registered
closed-end investment company; Principal of the general partner of
several private investment partnerships in the Bulldog Investors group
of private funds; President and Director of Special Opportunities Fund;
President and Chairman of The Swiss Helvetia Fund, Inc; President,
Trustee and member of the Transitional Investment Committee of High
Income Securities Fund (f/k/a Putnam High Income Securities Fund);
Director of Brookfield DTLA Fund Office Trust Investor, Inc.; Trustee
of Crossroads Liquidating Trust; Director of Emergent Capital, Inc.
(until 2017); Director of the Mexico Equity & Income Fund (until 2015).
Rajeev Das (born 1968) - Principal of the general partner of several
private investment partnerships in the Bulldog Investors group of
private investment funds; Head Trader of Bulldog Investors, LLC, an
SEC-registered investment adviser that serves as the investment adviser
to, among other clients, the Bulldog investors group of private
investment funds and Special Opportunities Fund, Inc., a registered
closed-end investment company; Director and Chairman of the Audit
Committee of the Mexico Equity & Income Fund; Trustee and member of
the Transitional Investment Committee of High Income Securities Fund
(f/k/a Putnam High Income Securities Fund); Vice President of Special
Opportunities Fund, Inc.; Secretary of The Swiss Helvetia Fund, Inc.
The two non-binding proposals I intend to present are as follows:
1. The Board should amend the bylaws to provide that in a contested
election, a majority of the votes cast in the election of directors
shall be required to elect a director. The purpose of this proposal
is to minimize the possibility of having a failed election and
holdover directors.
2. Implementation of the Fund's share repurchase program should not be
delegated to the Fund's investment manager. The purpose of this
proposal is to eliminate a conflict of interest faced by the
investment manager.
None of the actions mentioned in Section 5(a)(iii)(C) or (D) of Article II
are applicable and Sections 5(a)(v) and (vi) are not applicable. As indicated
in Schedule 13G filed on December 10, 2019, Bulldog Investors, LLC, an
investment adviser of which I am a Managing Member, and its affiliated
persons beneficially own a total of approximately 11% of the Fund's shares.
(We will promptly file a Schedule 13D to reflect the submission of this
letter.)
Please advise me as soon as possible if you have any questions or
concerns. Thank you for your prompt attention to this matter.
Sincerely yours,
/S/ Phillip Goldstein
Phillip Goldstein