SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /_/
Filed by a Party other than the Registrant /X/
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/_/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/_/ Definitive Proxy Statement
/X/ Definitive Additional Materials
/_/ Soliciting Material Under Rule 14a-12
NEUBERGER BERMAN REALTY INCOME FUND INC.
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(Name of Registrant as Specified in Its Charter)
WESTERN INVESTMENT LLC
WESTERN INVESTMENT HEDGED PARTNERS L.P.
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
BENCHMARK PLUS MANAGEMENT, L.L.C.
BENCHMARK PLUS PARTNERS, L.L.C.
ARTHUR D. LIPSON
ROBERT A. WOOD
D. JAMES DARAS
MATTHEW S. CROUSE
SCOTT FRANZBLAU
ROBERT FERGUSON
ELYSE NAKAJIMA
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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0-11.
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Western Investment LLC ("Western"), together with the other with the other
participants named herein, is filing materials contained in this Schedule 14A
with the Securities and Exchange Commission (the "SEC") relating to the
definitive proxy statement (the "Proxy Statement") and accompanying proxy cards
filed with the SEC on April 24, 2007 and to be used in connection with the
annual meeting of stockholders of Neuberger Berman Realty Income Fund Inc. (the
"Company") scheduled to be held on May 2, 2007 (the "Annual Meeting"), to
solicit votes in support of the election of Western's slate of director nominees
at the Annual Meeting. Western urges stockholders to read the Proxy Statement
because it contains important information.
Item 1: On April 30, 2007, Western issued the following press release:
PRESS RELEASE
WESTERN INVESTMENT WITHDRAWS PROXY SOLICITATION INVOLVING TWO NEUBERGER
BERMAN CLOSED -END FUNDS IN LIGHT OF RECENT BOARD ACTIONS
WESTERN BELIEVES PROPOSED 9% DISTRIBUTION IS IN THE
BEST INTERESTS OF SHAREHOLDERS
Salt Lake City, UT, April 30, 2007 - Western Investment LLC, a shareholder
of each of Neuberger Berman Real Estate Securities Income Fund Inc. ("NRO") and
Neuberger Berman Realty Income Fund Inc. ("NRI," and together with NRO, the
"Funds") announced today that in light of the Funds' recent announcement to
increase the monthly distributions to common shareholders of each Fund to an
amount equal to an annual rate of 9% of each Fund's net asset value as of the
end of the first quarter of 2007, it had determined to withdraw its proxy
solicitation involving each Fund. Western further announced that it intended to
vote all of its shares in favor of the directors nominated by each Fund at the
upcoming annual meetings.
Speaking on behalf of Western, Art Lipson stated, "We recognize that the
Board has taken significant, proactive steps to resolve shareholder concerns.
Western intends to withdraw its slate and cast its vote for the Board's
nominees. We believe that the dividend policy announced today should eliminate
the discount to net asset value, and could result in a cumulative increase in
value to shareholders of over $250 million."
Art Lipson continued, stating, "We continue to urge the Board to consider
a merger of NRO and NRI which would, of course, create operating efficiencies.
It would also create the largest, most liquid closed-end fund specializing in
equity investments in U.S. REITs. We believe that shareholders would benefit
from the increased visibility."
Western had previously nominated five directors for election to the board
of each Fund. Effective immediately, Western is withdrawing such nominations, as
well as its solicitation of proxies.
Western, certain other shareholders, and Mr. Lipson own 3,303,749, or
approximately 9.9%, of NRO's outstanding shares, and 2,622,321, or approximately
9.5%, of NRI's outstanding shares.
THIS IS NOT A SOLICITATION. PLEASE DO NOT SEND YOUR PROXY CARD TO WESTERN
INVESTMENT LLC.
CERTAIN INFORMATION CONCERNING WESTERN INVESTMENT LLC
Western Investment LLC ("Western"), together with the other Participants
(as defined below), made a filing on April 24, 2007 with the Securities and
Exchange Commission (the "SEC") of a proxy statement (the "Proxy Statement") and
accompanying proxy cards to be used to, among other things, solicit votes in
support of the election of the Participants' slate of director nominees at the
annual meeting of Neuberger Berman Realty Income Fund Inc. (the "Company")
scheduled for May 2, 2007 (the "Annual Meeting").
Western advises all stockholders of the Company to read the Proxy
Statement and other proxy materials relating to the Annual Meeting as they
become available because they contain important information. Such proxy
materials are available at no charge on the SEC's web site at
http://www.sec.gov. In addition, the Participants in the solicitation will
provide copies of the proxy materials, without charge, upon request. Requests
for copies should be directed to the Participants' proxy solicitor, Innisfree
M&A Incorporated, at its toll-free number: (888) 750-5834 or by e-mail at:
mbrinn@innisfreema.com.
The Participants in the proxy solicitation are Western, Western Investment
Hedged Partners L.P., Arthur D. Lipson, Western Investment Activism Partners
LLC, Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus Partners,
L.L.C., Benchmark Plus Management, L.L.C., Scott Franzblau, Robert Ferguson, D.
James Daras, Robert A. Wood, Matthew Crouse and Elyse Nakajima (the
"Participants"). Information regarding the Participants and their direct or
indirect interests is available in the Schedule 13D jointly filed with the SEC
on September 20, 2006, as subsequently amended on October 31, 2006, November 24,
2006, December 4, 2006, February 15, 2007, March 5, 2007 and April 24, 2007, and
the Proxy Statement.
Neuberger Berman Realty Income Fund Inactive
Filed: 30 Apr 07, 12:00am