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
(AMENDMENT NO. 1)
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
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 943,704 shares of common stock of
the issuer (number of shares offered to be purchased) by $20.00 (the
purchase price per share offered by the issuer).
|X| 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: $2,391.35 Filing Party: Neuberger Berman Real
Estate Income Fund Inc.
Form or Registration No.: Schedule TO Date Filed: October 1, 2004
|_| 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.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| 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. |_|
AMENDMENT NO. 1 TO TENDER OFFER STATEMENT
This Amendment No. 1 hereby amends and supplements the Tender Offer
Statement on Schedule TO (as amended hereby, the "Schedule TO") filed by
Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation (the
"Fund"), with the Securities and Exchange Commission on October 1, 2004 relating
to the Fund's offer 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"). Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to them in the Offer to
Purchase.
Except as amended herein, 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 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 5 is hereby is hereby amended and supplemented by adding the
following information:
INDEMNIFICATION AGREEMENT. On October 1, 2004, the Board authorized the
Fund to enter in to an Indemnification Agreement dated as of October 1, 2004
(the "INDEMNIFICATION AGREEMENT") with each of its directors and officers (each,
an "INDEMNITEE"). The Indemnification Agreement provides that the Fund shall
advance expenses to and indemnify each Indemnitee (if and whenever he or she is
or was a witness or party to, or is threatened to be made a witness or party to,
any proceeding by reason of the fact that he or she is or was a director,
officer, employee or agent of the Fund) against all expenses and liabilities
actually and reasonably incurred by such Indemnitee or on his behalf in
connection with such proceeding. The Indemnification Agreement also provides
that the Fund will indemnify each Indemnitee to the fullest extent authorized or
permitted by Maryland law and the Investment Company Act of 1940, as amended, as
well as the provisions of the Fund's charter and bylaws. In addition, the
Indemnification Agreement provides that the Fund will maintain directors' and
officers' insurance in the amount of $25 million in full force and effect. This
summary description of the Indemnification Agreement does not purport to be
complete and is qualified in its entirety by reference to the form of
Indemnification Agreement, which is filed as EXHIBIT (d)(6) hereto and
incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibit:
EXHIBIT NO. DOCUMENT
- --------------------------------------------------------------------------------
(d)(6) Form of Indemnification Agreement between the Fund and
Indemnitee dated as of October 1, 2004
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 4, 2004
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
- --------------------------------------------------------------------------------
(a)(1) Offer to Purchase dated October 1, 2004. (3)
(a)(2) Letter of Transmittal (including Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9). (3)
(a)(3) Notice of Guaranteed Delivery. (3)
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees. (3)
(a)(5) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees. (3)
(a)(6) Notice of Withdrawal (3)
(a)(7) Press Release issued by the Fund dated October 1, 2004. (3)
(d)(1) Common Stock Purchase Agreement between the Fund and NB LLC
dated September 23, 2004 (1)
(d)(2) Management Agreement between the Fund and NB Management dated
November 3, 2003 (1)
(d)(3) Administration Agreement between the Fund and NB Management
dated November 3, 2003 (1)
(d)(4) Sub-Advisory Agreement between NB Management, on behalf of the
Fund, and NB LLC dated as of November 3, 2003 (1)
(d)(5) Fee Waiver Agreement between the Fund and NB Management dated
November 25, 2002 (2)
(d)(6) Form of Indemnification Agreement between the Fund and
Indemnitee dated as of October 1, 2004
(1) Previously filed as an exhibit to the Schedule 14D-9 filed by the Fund
with the SEC on September 23, 2004.
(2) Previously filed as an exhibit to the Fund's N-2 Registration Statement,
File Nos. 333-102218 and 811-21200, filed by the Fund with the SEC on
January 29, 2003.
(3) Previously filed as an exhibit to the Schedule TO-I filed by the Fund with
the SEC on October 1, 2004.