SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
(Name of Subject Company (Issuer))
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
(Name of Filing Person (Issuer))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
64126D106
(CUSIP Number of Class of Securities)
PETER SUNDMAN
CHAIRMAN OF THE BOARD
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
605 THIRD AVENUE
NEW YORK, NY 10158-0180
TELEPHONE: (877) 628-2583
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a Copy to:
ARTHUR C. DELIBERT, ESQ. LAWRENCE LEDERMAN, ESQ.
KIRKPATRICK & LOCKHART LLP MILBANK, TWEED, HADLEY & MCCLOY LLP
1800 MASSACHUSETTS AVENUE, NW ONE CHASE MANHATTAN PLAZA
WASHINGTON, DC 20036 NEW YORK, NY 10005
TELEPHONE: (202) 778-9042 TELEPHONE: (212) 530-5732
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$18,874,080 $2,391.35
* Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of
1934, assuming that 943,704 shares of Common Stock are purchased at a
price per share of $20.00.
|_| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: N/A Filing Party: N/A
Form or Registration No.: N/A Date Filed: N/A
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third party tender offer subject to Rule 14d-1.
|_| going-private transaction subject to Rule 13e-3.
|X| issuer tender offer subject to Rule 13e-4.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. |_|
ITEMS 1 THROUGH 9 AND ITEM 11.
This Tender Offer Statement on Schedule TO is filed by Neuberger Berman
Real Estate Income Fund Inc., a Maryland corporation (the "Fund"). This Schedule
TO relates to the offer by the Fund to purchase up to 943,704 of its outstanding
shares of common stock, par value $0.0001 per share, at $20.00 per share net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated October 1, 2004 (the "Offer to Purchase"), and in
the related Letter of Transmittal, copies of which are attached hereto as
Exhibits (a)(1) and (a)(2), respectively (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). The information set
forth in the Offer to Purchase and the related Letter of Transmittal is
incorporated herein by reference with respect to Items 1 through 9 and Item 11
of this Schedule TO.
ITEM 12. EXHIBITS.
EXHIBIT NO. DOCUMENT
- --------------------------------------------------------------------------------
(a)(1) Offer to Purchase dated October 1, 2004.
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Notice of Withdrawal
(a)(7) Press Release issued by the Fund dated October 1, 2004. (d)(1)
Common Stock Purchase Agreement between the Fund and NB LLC
dated September 23, 2004 (incorporated herein by reference to
the Schedule 14D-9 filed by the Fund with the SEC on September
23, 2004)
(d)(2) Management Agreement between the Fund and NB Management dated
November 3, 2003 (incorporated herein by reference to the
Schedule 14D-9 filed by the Fund with the SEC on September 23,
2004)
(d)(3) Administration Agreement between the Fund and NB Management
dated November 3, 2003 (incorporated herein by reference to the
Schedule 14D-9 filed by the Fund with the SEC on September 23,
2004)
(d)(4) Sub-Advisory Agreement between NB Management, on behalf of the
Fund, and NB LLC dated November 3, 2003 (incorporated herein by
reference to the Schedule 14D-9 filed by the Fund with the SEC
on September 23, 2004)
(d)(5) Fee Waiver Agreement between the Fund and NB Management dated
November 25, 2002 (incorporated herein by reference to the
Registration Statement filed by the Fund with the SEC on
January 29, 2003)
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
SIGNATURE
After due 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.
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
By: /s/ Robert Conti
------------------------------------------
Name: Robert Conti
Title: Vice President
Dated: October 1, 2004
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
- --------------------------------------------------------------------------------
(a)(1) Offer to Purchase dated October 1, 2004.
(a)(2) Letter of Transmittal (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).
(a)(3) Notice of Guaranteed Delivery.
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(6) Notice of Withdrawal
(a)(7) Press Release issued by the Fund dated October 1, 2004. (d)(1)
Common Stock Purchase Agreement between the Fund and NB LLC
dated September 23, 2004 (incorporated herein by reference to
the Schedule 14D-9 filed by the Fund with the SEC on September
23, 2004)
(d)(2) Management Agreement between the Fund and NB Management dated
November 3, 2003 (incorporated herein by reference to the
Schedule 14D-9 filed by the Fund with the SEC on September 23,
2004)
(d)(3) Administration Agreement between the Fund and NB Management
dated November 3, 2003 (incorporated herein by reference to the
Schedule 14D-9 filed by the Fund with the SEC on September 23,
2004)
(d)(4) Sub-Advisory Agreement between NB Management, on behalf of the
Fund, and NB LLC dated November 3, 2003 (incorporated herein by
reference to the Schedule 14D-9 filed by the Fund with the SEC
on September 23, 2004)
(d)(5) Fee Waiver Agreement between the Fund and NB Management dated
November 25, 2002 (incorporated herein by reference to the
Registration Statement filed by the Fund with the SEC on
January 29, 2003)