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. 2)
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. 2 TO TENDER OFFER STATEMENT
This Amendment No. 2 hereby amends and supplements the Tender Offer
Statement on Schedule TO initially filed by Neuberger Berman Real Estate Income
Fund Inc., a Maryland corporation (the "Fund"), with the Securities and Exchange
Commission on October 1, 2004, as amended by Amendment No. 1 to Schedule TO
filed with the Commission on October 4, 2004 (as amended hereby, the "Schedule
TO"), 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 have been filed as Exhibits
(a)(1) and (a)(2), respectively. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Offer to Purchase.
Attached hereto as Exhibit (a)(8) is a copy of the Complaint dated September 23,
2004 filed by the Fund and the information contained therein is incorporated
herein by reference. Attached hereto as Exhibit (a)(9) is a copy of the
Counter-Claims dated October 7, 2004 and filed by the Horejsi Trusts and the
information contained therein is incorporated herein by reference. Attached
hereto as Exhibit (a)(10) is a copy of the Motion in Opposition to
Counterclaimants' Motion dated October 11, 2004 and the information contained
therein is incorporated herein by reference. Attached hereto as Exhibit (a)(11)
is a copy of the Letter from the Fund to stockholders and Supplement dated
October 12, 2004 and the information contained therein is incorporated herein by
reference. Attached hereto as Exhibit (a)(12) is a copy of the press release
dated October 12, 2004 and the information contained therein is incorporated
herein by reference.
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 12. EXHIBITS.
Item 12 is hereby amended to add the following exhibits.
Exhibit No. Document
- --------------------------------------------------------------------------------
(a)(8) Complaint filed September 23, 2004
(a)(9) Counter-Claims dated October 6, 2004
(a)(10) Memorandum of Law in opposition to Counterclaimant's Motion
dated October 11, 2004
(a)(11) Letter from the Fund to stockholders and Supplement dated
October 12, 2004
(a)(12) Press Release issued by the Fund dated October 12, 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/ Peter E. Sundman
--------------------------------
Name: Peter E. Sundman
Title: Chairman of the Board
Dated: October 12, 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)
(a)(8) Complaint dated September 23, 2004
(a)(9) Counter-Claims dated October 6, 2004
(a)(10) Memorandum of Law in opposition to Counterclaimant's Motion dated
October 11, 2004
(a)(11) Letter from the Fund to stockholders and Supplement dated
October 12, 2004
(a)(12) Press Release issued by the Fund on October 12, 2004
(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 (4)
(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.
(4) Previously filed as an exhibit to Amendment No. 1 to the Schedule TO-I
filed by the Fund with the SEC on October 4, 2004.