Exhibit (a)(7)
This announcement is not an offer to purchase or a solicitation
of an offer to sell shares (as defined below). The Offer (as defined below)
is made solely by the Offer to Purchase dated
September 10, 2004 and the related letter of transmittal and any
amendments or supplements thereto and is being made to all holders of shares.
The Offer is not being made to, nor will tenders be accepted from or on
behalf of, holders of shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not comply with the laws of that
jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be
made on behalf of the Trusts (as defined below) by one or more registered
brokers or dealers which are licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
Up to 1,825,000 Outstanding Shares of Common Stock
of
Neuberger Berman Real Estate Income Fund Inc.
at
$19.89 Net Per Share
by
Lola Brown Trust No. 1B
and
Ernest Horejsi Trust No. 1B
The Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and
administered in South Dakota (the "Lola Trust"), and the Ernest Horejsi Trust
No. 1B, an irrevocable grantor trust domiciled and administered in South Dakota
(the "Ernest Trust" and, together with the Lola Trust, the "Trusts" and also
referred to herein as "we," "our" or "us"), are offering to purchase up to
1,825,000 issued and outstanding shares of common stock, par value $0.0001 per
share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a
Maryland corporation ("NRL"), at a price of $19.89 per share, net to the seller
in cash (subject to applicable withholding of United States federal, state and
local taxes), without interest (the "Offer Price"), upon the terms and subject
to the conditions set forth in the Offer to Purchase dated September 10, 2004
(the "Offer to Purchase") and in the related letter of transmittal (which,
together with any amendments or supplements thereto, constitute the "Offer").
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 8, 2004, UNLESS THE OFFER IS EXTENDED
- --------------------------------------------------------------------------------
The purpose of the Offer is to acquire a significant percentage of the
outstanding shares, so that we may influence the policies and management of NRL
to take the fund in a new direction. For stockholders who do not wish to be a
part of the new direction, the Offer is an opportunity to sell shares before any
changes occur. We currently intend, as soon as practicable after consummation of
the Offer, to seek maximum representation on NRL's board of directors, to
propose the termination and replacement of NRL's incumbent adviser, portfolio
manager and administrator, to propose that NRL change its name so as not to
include "Neuberger Berman" and to propose that NRL change its investment
policies and objectives, which may include, among other changes, proposals for
NRL to expand its scope to include investments in real estate operating
companies and investment trusts outside the United States, consistent with our
philosophy that NRL's advisors should have the greatest possible flexibility to
seek out and invest in what they believe to be the best values among any asset
class anywhere in the world. We do not have any current plans or proposals for a
merger or other similar business combination involving NRL or otherwise to
effect an extraordinary corporate transaction following the consummation of the
Offer.
The Offer is subject to certain conditions set forth in the Section 14 of
the Offer to Purchase. The Offer is not conditioned upon the receipt of
financing or upon any minimum number of shares being tendered. The Offer is
being made for up to 1,825,000 shares. The Lola Trust will purchase up to
1,551,250 shares and the Ernest Trust will purchase up to 273,750 shares. We
reserve the right to reallocate between us the shares to be purchased pursuant
to the Offer. If more than 1,825,000 shares are validly tendered prior to the
expiration date, and not withdrawn, we will, upon the terms and subject to the
conditions of the Offer, purchase 1,825,000 shares on a pro rata basis based
upon the number of shares validly tendered by the expiration date and not
withdrawn.
Subject to the terms of the applicable rules and regulations of the
Securities and Exchange Commission, we reserve the right, but will not be
obligated at any time and from time to time, and regardless of whether or not
the conditions set forth in the Section 14 of the Offer to Purchase shall have
been satisfied, to extend the Offer beyond the then scheduled expiration date,
and thereby delay acceptance for payment of and payment for any shares, by
giving oral or written notice of that extension to the depositary (which will be
followed as promptly as practicable by a public announcement thereof). During
any such extension, all shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the rights of a tendering holder to withdraw
its shares on the terms and conditions described in the Offer to Purchase.
For purposes of the Offer, we will be deemed to have accepted for payment,
and thereby purchased, shares properly tendered to us and not withdrawn, if and
when we give oral or written notice to the depositary of our acceptance for
payment of those shares. In all cases, payment for shares accepted for payment
pursuant to the Offer will be made only after timely receipt by the depositary
of (1) the certificates for (or a timely book-entry confirmation (as defined in
the Offer to Purchase) with respect to) such shares, (2) a letter of transmittal
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or, in the case of a book-entry transfer effected
pursuant to the procedures set forth in the Offer to Purchase, an agent's
message (as defined in the Offer to Purchase), and (3) any other documents
required by the letter of transmittal.
Tenders of shares made pursuant to the Offer may be withdrawn at any time
prior to the expiration of the Offer. Thereafter, such tenders are irrevocable,
except that they may be withdrawn after November 9, 2004 unless such shares have
been accepted for payment as provided in the Offer to Purchase. To withdraw
tendered shares, a written notice of withdrawal with respect to such shares must
be timely received by the depositary at one of its addresses set forth on the
back cover of the Offer to Purchase, and the notice of withdrawal must specify
the name of the person who tendered the shares to be withdrawn, the number of
shares to be withdrawn and the name of the registered holder of shares, if
different from that of the person who tendered such shares. If certificates for
shares to be withdrawn have been delivered to the depositary then, prior to the
physical release of those certificates, the serial numbers shown on those
certificates must be submitted to the depositary and, unless an eligible
institution (as defined in the Offer to Purchase) has tendered those shares, an
eligible institution must guarantee the signatures on the notice of withdrawal.
If shares have been delivered in accordance with the procedures for book-entry
transfer set forth in the Offer to Purchase, then any notice of withdrawal must
also specify the name and number of the account at the book-entry transfer
facility (as defined in the Offer to Purchase) to be credited with the withdrawn
shares and otherwise comply with the book-entry transfer facility's procedures.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
of the General Rules and Regulations under the Securities Exchange Act of 1934
is contained in the Offer to Purchase and the related letter of transmittal and
is incorporated herein by reference.
A request is being made to NRL for the use of its stockholder list and
security position listings for the purpose of disseminating the Offer to holders
of shares. The Offer to Purchase and the related letter of transmittal will be
mailed to record holders of shares and will be furnished to brokers, banks and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing for subsequent transmittal to beneficial
owners of shares.
The Offer to Purchase and the related letter of transmittal contain important
information. Holders of shares should carefully read both in their entirety
before any decision is made with respect to the Offer.
Any questions or requests for assistance may be directed to the information
agent at the telephone numbers and address set forth below. Requests for copies
of the Offer to Purchase and the related letter of transmittal and other tender
offer materials may be directed to the information agent as set forth below, and
copies will be furnished promptly at our expense. Holders of shares may also
contact their broker, dealer, commercial bank, trust company or nominee for
assistance concerning the Offer. To confirm delivery of shares, stockholders are
directed to contact the depositary.
The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
CALL TOLL-FREE (800) 322-2885
E-mail: proxy@mackenziepartners.com
September 10, 2004