UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LMP Real Estate Income Fund Inc.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
50208C108
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(CUSIP Number)
Arthur D. Lipson
Western Investment LLC
7050 South Union Park Center, Ste. 590
Midvale, UT 84047
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), (f) or (g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
(Continued on following pages)
CUSIP No. - 50208C108
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
WESTERN INVESTMENT LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS* (See Item 3)
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER (See Item 5)
SHARES 363,800 shares
BENEFICIALLY 8 SHARED VOTING POWER (See Item 5)
OWNED BY 0 shares
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 363,800 shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 363,800 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ARTHUR D. LIPSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO,PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 364,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 364,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 364,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT HEDGED PARTNERS L.P.
2 CHECK THE APPROPRIATE BOX IF A 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) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 230,800
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 230,800
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 230,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
14 TYPE OF REPORTING PERSON*
PN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2 CHECK THE APPROPRIATE BOX IF A 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) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 133,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 133,000
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 133,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A 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) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 40,300
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,300
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 40,300
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS PARTNERS, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A 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) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 119,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 119,600
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 119,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BENCHMARK PLUS MANAGEMENT, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
INCORPORATED IN DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 159,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 159,900
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 159,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
OO
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT FERGUSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 159,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 159,900
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 159,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
IN
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT FRANZBLAU
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) [ ]
OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES 159,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 159,900
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 5) 159,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
IN
The following constitutes Amendment No. 8 ("Amendment No. 8") to the
Schedule 13D filed by the undersigned. This Amendment No. 8 amends the
Schedule 13D as specifically set forth.
Item 2 is hereby amended and restated to read as follows:
ITEM 2: IDENTITY AND BACKGROUND
(a) This statement is filed by Western Investment LLC, a Delaware
limited liability company ("WILLC"), Arthur D. Lipson, Western
Investment Hedged Partners L.P., a Delaware limited partnership ("WIHP"),
Western Investment Activism Partners LLC, a Delaware limited liability
company ("WIAP"), Benchmark Plus Institutional Partners, L.L.C., a Delaware
limited liability company ("BPIP"), Benchmark Plus Partners, L.L.C., a
Delaware limited liability company ("BPP"), Benchmark Plus Management, L.L.C,
a Delaware limited liability company ("BPM"), Scott Franzblau and Robert
Ferguson. Each of the foregoing is referred to as a "Reporting Person"
and collectively as the "Reporting Persons." WILLC provides recommendations
from time to time to BPIP and BPP with respect to purchases and sales of Shares
of the Issuer, pursuant to an oral agreement between WILLC and BPIP and between
WILLC and BPP. Each of WILLC, Mr. Lipson, WIHP and WIAP disclaims beneficial
ownership of the Shares beneficially owned by BPIP, BPP, BPM, Mr. Franzblau and
Mr. Ferguson. Each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson disclaims
beneficial ownership of the Shares beneficially owned by WILLC, Mr. Lipson, WIHP
and WIAP. Each of the Reporting Persons is party to that certain Joint Filing
Agreement entered into on February 7, 2006 and set forth in Exhibit 6 of
Amendment No. 3 to the Schedule 13D, filed on February 7, 2006 with the
Securities and Exchange Commission (the "SEC"). Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
WILLC has sole voting and investment power over WIHP's and WIAP's security
holdings and Mr. Lipson, in his role as the managing member of WILLC, controls
WILLC's voting and investment decisions. BPM is the managing member of each of
BPIP and BPP and Messrs. Franzblau and Ferguson, in their role as managing
members of BPM, have sole voting and investment control over BPIP's and BPP's
security holdings.
(b) The principal business address of WILLC, Mr. Lipson, WIHP and WIAP is 7050
South Union Park Center, Suite 590, Midvale, Utah 84047.
The principal business address of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson
is 820 A Street, Suite 700, Tacoma, WA 98402.
(c) The principal business of WILLC is acting as the general partner and
managing member of WIHP and WIAP, respectively. The principal occupation
of Mr. Lipson is acting as managing member of WILLC. The principal business
of WIHP and WIAP is acquiring, holding and disposing of investments in various
companies.
The principal business of BPIP is acquiring, holding and disposing of
investments in various companies. The principal business of BPP is acquiring,
holding and disposing of investments in various companies. The principal
business of BPM is acting as the managing member of each of BPIP and BPP.
The principal occupation of Scott Franzblau is acting as a managing member of
BPM. The principal occupation of Robert Ferguson is acting as a managing
member of BPM.
(d) No Reporting Person has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Messrs. Lipson, Franzblau and Ferguson are citizens of the United States
of America.
Item 3 is hereby amended and restated as follows:
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the 363,800 Shares beneficially owned by
WILLC is approximately $6,947,461, including brokerage commissions. The Shares
beneficially owned by WILLC were acquired with the working capital of each of
WIHP and WIAP. The aggregate purchase price of the 1,000 additional Shares
owned by Mr. Lipson is approximately $18,610. The Shares owned by Mr. Lipson
were acquired with personal funds. The aggregate purchase price of the 159,900
Shares beneficially owned by BPM is approximately $2,943,771, including
brokerage commissions. The Shares beneficially owned by BPM were acquired with
the working capital of each of BPIP and BPP.
Items 5(a)-(c) and (e) are hereby amended and restated to read as follows:
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate percentage of Shares reported owned by each person named
herein is based upon 11,069,242 Shares outstanding as of June 30, 2006, as
reported in the Issuer's Form N-CSRS filed with the Securities and Exchange
Commission on September 8, 2006.
As of the close of business on March 2, 2007, WIHP and WIAP beneficially
owned 230,800 and 133,000 Shares, respectively, constituting 2.1% and 1.2%,
respectively, of the Shares outstanding. As the general partner and managing
member of WIHP and WIAP, respectively, WILLC may be deemed to beneficially own
the 363,800 Shares owned in the aggregate by WIHP and WIAP, constituting
approximately 3.3% of the Shares outstanding. As the managing member of WILLC,
Mr. Lipson may be deemed to beneficially own the 363,800 Shares beneficially
owned by WILLC, in addition to the 1,000 Shares personally owned by Mr. Lipson,
constituting approximately 3.3% of the Shares outstanding.
As of the close of business on March 2, 2007, BPIP and BPP beneficially
owned 40,300 and 119,600 Shares, respectively, constituting 0.4% and 1.1%,
respectively, of the Shares outstanding. As the managing member of BPIP and
BPP, BPM may be deemed to beneficially own the 159,900 Shares beneficially owned
in the aggregate by BPIP and BPP, constituting approximately 1.4% of the
Shares outstanding. As the managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 159,900 Shares beneficially owned
by BPM, constituting approximately 1.4% of the Shares outstanding.
(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive
power over the Shares reported as beneficially owned by WIHP and WIAP by virtue
of their respective positions described in paragraph (a).
Each of BPM, Mr. Ferguson and Mr. Franzblau is deemed to have sole voting and
dispositive power over the Shares reported as beneficially owned by BPIP and BPP
by virtue of their respective positions as described in paragraph (a).
Neither WILLC, Mr. Lipson, WIHP nor WIAP has voting or dispositive control over
the Shares beneficially owned by BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson.
Neither BPIP, BPP, BPM, Mr. Franzblau nor Mr. Ferguson has voting or dispositive
control over the Shares beneficially owned by WILLC, Mr. Lipson, WIHP and WIAP.
(c) Schedule A annexed hereto lists all transactions by the Reporting Persons
in the Issuer's Shares effected since the last transaction reported in
Amendment 7 to the Schedule 13D. All of such transactions were effected in the
open market.
(e) As of March 2, 2007, the Reporting Persons ceased to be beneficial owners
of more than 5% of the Shares of the Issuer.
SIGNATURES
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.
Date: March 2, 2007
WESTERN INVESTMENT LLC
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT HEDGED PARTNERS L.P.
By: Western Investment LLC,
its General Partner
By: /s/ Arthur D. Lipson, Managing Member
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
By: Western Investment LLC,
its Managing Member
By: /s/ Arthur D. Lipson, Managing Member
/s/ Arthur D. Lipson
___________________
ARTHUR D. LIPSON
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C.,
its Managing Member
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
BENCHMARK PLUS MANAGEMENT, L.L.C.
By: /s/ Scott Franzblau, Managing Member
By: /s/ Robert Ferguson, Managing Member
/s/ Scott Franzblau
___________________
SCOTT FRANZBLAU
/s/ Robert Ferguson
___________________
ROBERT FERGUSON
SCHEDULE A
Transaction Code Quantity Trade Date Price
WIHP Sell 36,500 02/28/2007 $23.7074
Sell 9,800 03/01/2007 $23.5758
Sell 14,700 03/01/2007 $23.5764
Sell 23,000 03/02/2007 $23.2644
WIAP Sell 8,000 03/02/2007 $23.2635
BPIP NONE
BPP NONE
WILLC NONE
BPM NONE
Mr. Lipson NONE
Mr. Franzblau NONE
Mr. Ferguson NONE