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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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LMP Corporate Loan Fund Inc.
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(Name of Issuer)
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Common Stock, par value $.001 per share
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(Title of Class of Securities)
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50208B100
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(CUSIP Number)
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December 31, 2011
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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x
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*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.
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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).
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CUSIP No. 50208B100
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1
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NAME OF REPORTING PERSON
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Dean Investment Associates, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio, USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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470,850
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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544,369
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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544,369
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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IA
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CUSIP No. 50208B100
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1
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NAME OF REPORTING PERSON
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C.H. Dean, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Nevada, USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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470,850
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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544,369
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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544,369
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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OO
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CUSIP No. 50208B100
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1
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NAME OF REPORTING PERSON
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The C.H. Dean Companies, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ohio, USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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470,850
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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544,369
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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544,369
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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HC
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CUSIP No. 50208B100
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1
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NAME OF REPORTING PERSON
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Dean Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
NA
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Kansas, USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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0
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7
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SOLE DISPOSITIVE POWER
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544,369
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8
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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544,369
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5%
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12
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TYPE OF REPORTING PERSON (See Instructions)
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IA
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Item 1.
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(a)
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Name of Issuer:
LMP Corporate Loan Fund Inc |
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(b)
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Address of Issuer’s Principal Executive Offices:
Legg Mason Partners 620 Eighth Avenue New York, NY 10018 |
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Item 2.
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(a)
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Name of Persons Filing:
Dean Investment Associates, LLC C.H. Dean, Inc. The C.H. Dean Companies, Inc. Dean Capital Management, LLC |
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(b)
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Address of Principal Business Office or, if none, Residence:
Dean Investment Associates, LLC 3500 Pentagon Blvd, Suite 200 Beavercreek, OH 45431 C.H. Dean, Inc. 3500 Pentagon Blvd, Suite 200 Beavercreek, OH 45431 The C.H. Dean Companies, Inc. 3500 Pentagon Blvd, Suite 200 Beavercreek, OH 45431 Dean Capital Management, LLC 7450 W. 130th Street, Suite 150 Overland Park, KS 66213 |
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(c)
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Citizenship:
Dean Investment Associates, LLC – Ohio, USA C.H. Dean, Inc. – Nevada, USA The C.H. Dean Companies, Inc. – Ohio, USA Dean Capital Management, LLC – Kansas, USA |
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(d)
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Title of Class of Securities:
Common Stock, par value $.001 per share |
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(e)
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CUSIP number:
50208B100 |
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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¨
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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 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with§240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership
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The securities reported on herein are beneficially owned by one or managed accounts which, pursuant to advisory contracts, are advised by Dean Investment Associates, LLC (“DIA”), and sub-advised by Dean Capital Management, LLC (“DCM”). DIA is a wholly-owned subsidiary of C.H. Dean, Inc. (“CHD”), which, in-turn, is a wholly-owned subsidiary of The C.H. Dean Companies, Inc. (“CHDC”). DCM is a less than majority-owned subsidiary of CHD. Pursuant to the advisory contracts referred to above, all investment power over the securities owned by such advisory clients is granted to DCM and DIA, and all voting power over such securities is granted to DIA. Therefore, each of DIA, DCM, CHD, and CHDC may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the beneficial owner of the securities covered by this statement.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 544,369
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(b)
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Percent of class: 5.5%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 470,850
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition of: 544,369
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.
Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
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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.
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Dean Investment Associates, LLC
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April 13, 2012
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Date
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/s/ Debra E. Rindler
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Signature
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Debra E. Rindler
Secretary, Treasurer, CFO, CCO
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Name/Title
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C.H. Dean, Inc.
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April 13, 2012
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Date
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/s/ Debra E. Rindler
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Signature
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Debra E. Rindler
Secretary, Treasurer, CFO
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Name/Title
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The C.H. Dean Companies, Inc.
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April 13, 2012
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Date
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/s/ Debra E. Rindler
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Signature
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Debra E. Rindler
Secretary, Treasurer, CFO
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Name/Title
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Dean Capital Management, LLC
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April 13, 2012
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Date
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/s/ Debra E. Rindler
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Signature
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Debra E. Rindler
LLC Member, Portfolio Manager, CCO
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Name/Title
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Dean Investment Associates, LLC
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C.H. Dean, Inc.
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By:
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/s/ Debra E. Rindler
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By:
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/s/ Debra E. Rindler
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Name: Debra E. Rindler
Title: Secretary, Treasurer, CFO, CCO
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Name: Debra E. Rindler
Title: Secretary, Treasurer, CFO
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Dean Capital Management, LLC
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The C.H. Dean Companies, Inc.
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By:
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/s/ Douglas A. Leach
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By:
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/s/ Debra E. Rindler
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Name: Douglas A. Leach
Title: LLC Member, Portfolio Mgr, CCO
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Name: Debra E. Rindler
Title: Secretary, Treasurer, CFO
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