UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Western Asset High Income Fund II, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of
Securities)
95766J102
(CUSIP Number)
December 31, 2018
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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.
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).
SCHEDULE 13G
| CUSIP No. 95766J102 |
| 1 |
Names of Reporting Persons
Saba Capital Management, L.P. | ||
| 2 |
Check the appropriate box if a
member of a Group (see instructions) (a) [ ] (b) [ ] | ||
| 3 |
Sec Use Only | ||
| 4 |
Citizenship or Place of
Organization Delaware | ||
Number of Shares Beneficially Owned by Each Reporting Person With: |
5 |
Sole Voting Power -0- | |
| 6 |
Shared Voting Power 9,173,048 | ||
| 7
|
Sole Dispositive Power -0- | ||
| 8 |
Shared Dispositive Power 9,173,048 | ||
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person 9,173,048 | ||
| 10 |
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions) [ ] | ||
| 11 |
Percent of class represented by
amount in row (9) 10.69% | ||
| 12 |
Type of Reporting Person (See
Instructions) PN; IA | ||
The percentages used herein are calculated based upon 85,837,563 shares of common stock outstanding as of 10/31/2018, as disclosed in the company's Certified Shareholder Report Form N-CSRS/A filed 01/24/2019
Page 2 of 6
SCHEDULE 13G
| CUSIP No. 95766J102 |
| 1 |
Names of Reporting Persons
Boaz R. Weinstein | ||
| 2 |
Check the appropriate box if a
member of a Group (see instructions) (a) [ ] (b) [ ] | ||
| 3 |
Sec Use Only | ||
| 4 |
Citizenship or Place of
Organization United States | ||
Number of Shares Beneficially Owned by Each Reporting PersonWith: |
5 |
Sole Voting Power -0- | |
| 6 |
Shared Voting Power 9,173,048 | ||
| 7 | Sole Dispositive Power -0- | ||
| 8 |
Shared Dispositive Power
9,173,048 | ||
| 9 |
Aggregate Amount Beneficially
Owned by Each Reporting Person 9,173,048 | ||
| 10 |
Check box if the aggregate amount
in row (9) excludes certain shares (See Instructions) [ ] | ||
| 11 |
Percent of class represented by
amount in row (9) 10. 69% | ||
| 12 |
Type of Reporting Person (See
Instructions) IN | ||
The percentages used herein are calculated based upon 85,837,563 shares of common stock outstanding as of 10/31/2018, as disclosed in the company's Certified Shareholder Report Form N-CSRS/A filed 01/24/2019
Page 3 of 6
Item 1.
| (a) |
Name of Issuer: Western Asset High Income Fund II, Inc. |
| (b) |
Address of Issuer’s Principal Executive Offices: 620 8th Avenue, NY, NY 10018 |
Item 2.
| (a) |
Name of Person Filing: Saba Capital Management, L.P., a Delaware limited partnership ("Saba Capital") and Mr. Boaz R. Weinstein (together, the "Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, dated June 18, 2018, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. |
| (b) |
Address of Principal Business Office or, if None, Residence: The address of the business office of Saba Capital and Mr. Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174. |
| (c) |
Citizenship: Saba Capital is organized as a limited partnership under the laws of the State of Delaware. Mr. Weinstein is a citizen of the United States. |
| (d) |
Title and Class of Securities: Common stock, $0.001 Par Value (the "Common Stock"). |
| (e) |
CUSIP No.: 95766J102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d -2(b) or (c), check whether the person filing is a: |
| (a) | [_] | Broker or dealer registered under Section 15 of
the Act; | |
| (b) | [_] | Bank as defined in Section 3(a)(6) of the Act;
| |
| (c) | [_] | Insurance company as defined in Section
3(a)(19) of the Act; | |
| (d) | [_] | Investment company registered under Section 8
of the Investment Company Act of 1940; | |
| (e) | [_] | An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); | |
| (f) | [_] | An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | [_] | A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | [_] | A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | [_] | 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; | |
| (j) | [_] | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
Page 4 of 6
| (k) | [_] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership |
| (a) |
Amount Beneficially Owned: The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
| Item 5. | Ownership of Five Percent or Less of a Class. N/A |
| Item 6. | Ownership of more than Five Percent on Behalf of Another Person. N/A |
| Item 7. | Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company or control person. N/A |
| Item 8. | Identification and classification of members of the group. N/A |
| Item 9. | Notice of Dissolution of Group. N/A |
| Item 10. | Certifications. |
|
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above 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. |
Page 5 of 6
SIGNATURE
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: 02/14/2019
/s/ Signature Michael D’Angelo
Name: Michael D’Angelo
Title: Chief Compliance Officer
Boaz R. Weinstein
By: Michael D’Angelo
Title: Attorney-in-fact***
*** Pursuant to a Power of Attorney dated as of November 16, 2015
Page 6 of 6