UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
(Name of Subject Company (Issuer))
LOLA BROWN TRUST NO. 1B
(Name of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
64126D106
(CUSIP Number of Class of Securities)
Stephen C. Miller, Esq.
Krassa & Miller, LLC
1680 38th Street, Suite 800
Boulder, Colorado 80301
(303) 442-2156
Copy to:
Thomas R. Stephens, Esq.
Bartlit Beck Herman Palenchar & Scott
1899 Wynkoop Street, 8th Floor
Denver, Colorado 80202
(303) 592-3100
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee**
$36,299,250 $4,599.12
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 1,825,000 shares of the subject
company (number of shares originally sought) by $19.89 (the purchase price
per share offered by the Lola Brown Trust No. 1B and the Ernest Horejsi
Trust No. 1B).
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals $126.70 per million
of the aggregate amount of the cash offered by the Lola Brown Trust No. 1B
and the Ernest Horejsi Trust No. 1B.
|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: $4,599.12 Filing Party: LOLA BROWN TRUST NO. 1B
ERNEST HOREJSI TRUST NO. 1B
Form or Registration Number: Schedule TO-T Date Filed: September 10, 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:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going private transaction subject to Rule 13e-3.
|X| 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: |_|
CUSIP No. 64126D106
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lola Brown Trust No. 1B
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
- --------------------------------------------------------------------------------
3. SEC Use Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC OO
- --------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
- --------------------------------------------------------------------------------
6. Citizenship or Place of Organization Alaska
- --------------------------------------------------------------------------------
Number of 7. Sole Voting Power 463,200
Shares Bene-
ficially Owned 8. Shared Voting Power
by Each
Reporting 9. Sole Dispositive Power 463,200
Person With
10. Shared Dispositive Power
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 463,200
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Reported by Amount in Row (11) 11.53%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) OO
AMENDMENT NO. 7
TO
SCHEDULE TO
This Amendment No. 7 to the Tender Offer Statement on Schedule TO is being filed
by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and
administered in Alaska (the "Trust"), and amends and supplements the Tender
Offer Statement initially filed with the Securities and Exchange Commission
("SEC") on September 10, 2004 by the Trust together with the Ernest Horejsi
Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska
(the "Ernest Trust" and, together with the Lola Trust, the "Trusts"), as amended
by Amendment No. 1 to Schedule TO filed by the Trusts with the Securities and
Exchange Commission dated October 1, 2004, Amendment No. 2 to Schedule TO filed
by the Trusts with the Securities and Exchange Commission dated October 7, 2004,
Amendment No. 3 to Schedule TO filed by the Trusts with the Securities and
Exchange Commission dated October 14, 2004, Amendment No. 4 to Schedule TO filed
by the Trusts with the Securities and Exchange Commission dated October 26,
2004, Amendment No. 5 to Schedule TO filed by the Trusts with the Securities and
Exchange Commission dated November 5, 2004 and Amendment No. 6 to Schedule TO
filed by the Trusts with the Securities and Exchange Commission dated January
25, 2005 (collectively, the "Original Schedule TO"). This Schedule TO relates to
the Offer by the Trust to purchase up to 1,620,000 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 is
set forth in the Amended and Restated Offer to Purchase dated May 24, 2005 (the
"Restated Offer to Purchase") and in the related letter of transmittal (which,
together with the Restated Offer to Purchase, and any amendments or supplements
hereto or thereto, collectively constitute the "Offer"). A copy of the letter of
transmittal is attached as Exhibit (a)(2) to the Original Schedule TO. A copy of
the Restated Offer to Purchase is attached as Exhibit (a)(32) hereto.
Items 1 through 11 of the Original Schedule TO are hereby amended and restated
in full by expressly incorporating by reference the information in the Restated
Offer to Purchase, as supplemented by the information provided below with
respect to those items, and Item 12 is hereby amended by the information set
forth below with respect to that item. Defined terms used but not otherwise
defined herein have the meanings given to them in the Restated Offer to
Purchase.
Item 3. Identity and Background of Filing Persons.
None of the Trust or, to the best knowledge of the Trust, Badlands, Mr.
Horejsi, Ms. Ciciora, the Stewart Trust or any of the persons listed on Schedule
I to the Restated Offer to Purchase have been convicted in a criminal proceeding
in the past five years (excluding traffic violations or similar misdemeanors).
During the past five years, none of the Trust or, to the best knowledge of the
Trust, Badlands, Mr. Horejsi, Ms. Ciciora, the Stewart Trust or any of the
persons listed on Schedule I to the Restated Offer to Purchase was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws of finding any violation with
respect to such laws. Mr. Horejsi, Ms. Ciciora and each person listed on
Schedule I to the Offer to Purchase are all citizens of the United States.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Except as described in the Restated Offer to Purchase, during the past two
years there have not been any negotiations, transactions or material contacts
between the Trust, or, to the best knowledge of the Trust, Badlands, Mr.
Horejsi, Ms. Ciciora, the Stewart Trust or any of the persons listed on Schedule
I to the Restated Offer to Purchase, on the one hand, and NRL or any of its
directors, executive officers or affiliates, on the other hand, that are
required to be disclosed pursuant to this item.
Item 8. Interest in Securities of the Subject Company.
Except as described in the Restated Offer to Purchase, none of the Trust
or, to the best knowledge of the Trust, Badlands, Mr. Horejsi, Ms. Ciciora, the
Stewart Trust or any of the persons listed on Schedule I to the Restated Offer
to Purchase, or any associate or majority-owned subsidiary of the Trust or
Badlands, Mr. Horejsi, Ms. Ciciora, the Stewart Trust or any of the persons
listed on Schedule I to the Restated Offer to Purchase, beneficially owns any
equity security of NRL; and except as described in the Restated Offer to
Purchase, none of the Trust or, to the best knowledge of the Trust, Badlands,
Mr. Horejsi, Ms. Ciciora, the Stewart Trust or any of the persons listed on
Schedule I to the Restated Offer to Purchase, or any associate or majority-owned
subsidiary of the Trust or Badlands, Mr. Horejsi, Ms. Ciciora, the Stewart Trust
or any of the persons listed on Schedule I to the Restated Offer to Purchase,
has effected any transaction in any equity security of NRL during the past 60
days.
Item 10. Financial Statements.
Financial information regarding the Trust is set forth on the pages
numbered F-1 to F-2 hereto.
Item 12. Exhibits.
The following Exhibits are added:
Exhibit Description
(a)(31) Letter from Stewart R. Horejsi to the Board of Directors of
Neuberger Berman Real Estate Income Fund Inc. dated
September 9, 2004
(32) Amended and Restated Offer to Purchase dated May 24, 2005
Relating to the Offer to Purchase dated September 10, 2004,
as Amended.
(33) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(34) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(35) Press release issued May 24, 2005.
(36) Letter from Stewart R. Horejsi to stockholders of Neuberger
Berman Real Estate Income Fund Inc. dated May 24, 2005.
(b) Cash Management Account Agreement between the Trust and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.
LOLA BROWN TRUST NO. 1B
Financial Statements
BALANCE SHEET
(unaudited)
as of March 31,
---------------------------------------------
2005 2004
--------------------- --------------------
ASSETS
Current Assets
Cash $ 42,285,356 $ 48,066,176
Other Current Assets 26,501,014 8,728,040
--------------------- --------------------
Total Current Assets 68,786,370 56,794,217
Fixed Assets 189,110 178,781
Other Assets 394,400,947 502,589,205
--------------------- --------------------
TOTAL ASSETS 463,376,427 559,562,204
===================== ====================
LIABILITIES & EQUITY
Liabilities
Current Liabilities 100,282 78,077,147
--------------------- --------------------
Total Liabilities 100,282 78,077,147
Equity 463,276,144 481,485,056
--------------------- --------------------
TOTAL LIABILITIES & EQUITY $ 463,376,427 $ 559,562,204
===================== ====================
PROFIT & LOSS
(unaudited)
Three months ended March 31,
2005 2004
----------------- ------------------
Income
Capital Gains $ -- $ 11,473,166
Dividend Income 235,145 1,616
Interest Income 336,006 244,988
Settlement income -- 42,000
----------------- ------------------
Total Income 571,151 11,761,770
Expense
Interest Expense 901 207,497
Investment Expense 725,282 --
Tax Expense 550,001 2,030,000
Other 45,326 21,446
----------------- ------------------
Total Expense 1,321,510 2,258,943
----------------- ------------------
Net Income (Loss) $ (750,360) $ 9,502,827
================= ==================
F-1
LOLA BROWN TRUST NO. 1B
Financial Statements
BALANCE SHEET
(unaudited)
as of December 31,
2004 2003
--------------- ---------------
ASSETS
Current Assets
Cash $ 72,387 $50,116,230
Other Current Assets 70,819,385 9,227,025
--------------- ---------------
Total Current Assets 70,891,772 59,343,255
Fixed Assets 189,109 178,781
Other Assets 408,551,114 469,038,295
--------------- ---------------
TOTAL ASSETS 479,631,997 528,560,332
=============== ===============
LIABILITIES & EQUITY
Liabilities
Current Liabilities 104,461 90,963,079
--------------- ---------------
Total Liabilities 104,461 90,963,079
Equity 479,527,536 437,597,253
--------------- ---------------
TOTAL LIABILITIES & EQUITY $479,631,997 $528,560,332
=============== ===============
PROFIT & LOSS
(unaudited)
Year ended December 31,
2004 2003
---------------- ---------------
Income
Capital Gains $ 94,595,914 $ 4,932,718
Dividend Income 12,413,717 7,072,025
Interest Income 1,069,927 916,980
Other 381,677 7,721
---------------- ---------------
Total Income 108,461,239 12,929,445
Expense
Interest Expense 435,690 1,605,920
Tax 3,612,978 1,602,652
Other 925,193 115,958
---------------- ---------------
Total Expense 4,973,861 3,324,530
---------------- ---------------
Net Income $ 103,487,377 $ 9,604,914
================ ===============
Ratio of Earnings to Fixed Charges
(unaudited)
As of:
March 31, 2005 December 31, 2004 December 31, 2003
Net Income (Loss) $(750,360) $103,487,377 $9,604,914
Interest expense 901 $435,960 $1,605,920
Ratio of Earnings to fixed charges (833.81x) 238.38x 6.98x
Deficiency Amount $(751,261)
F-2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 24, 2005
Lola Brown Trust No. 1B
/s/ Stephen C. Miller
By: Name: Stephen C. Miller
Title: Vice President of Badlands Trust Company,
trustee of the Lola Brown Trust No. 1B
EXHIBIT INDEX
Exhibit Description
(a) (1) Offer to Purchase, dated September 10, 2004.*
(2) Letter of Transmittal.*
(3) Notice of Guaranteed Delivery.*
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(7) Summary Advertisement, as published in the Wall Street
Journal on September 10, 2004.*
(8) Supplement dated October 1, 2004 Relating to the Offer to
Purchase dated September 10, 2004.*
(9) Copy of Complaint dated September 23, 2004.*
(10) Letter dated September 14, 2004 from counsel for the board
of directors of NRL to Mr. Horejsi.*
(11) Letter dated September 16, 2004 from the Trusts to the
special committee of the board of directors of NRL.*
(12) Press release issued October 1, 2004.*
(13) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(14) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(15) Press release issued October 7, 2004.*
(16) Copy of Counter-Claims dated October 7, 2004.*
(17) Supplement No. 2 dated October 14, 2004 Relating to the
Offer to Purchase dated September 10, 2004, as amended.*
(18) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(19) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(20) Press release issued October 14, 2004.*
(21) Supplement No. 3 dated October 26, 2004 Relating to the
Offer to Purchase dated September 10, 2004, as amended.*
(22) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(23) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(24) Press release issued October 26, 2004.*
(25) Memorandum Opinion dated October 22, 2004 issued by the
United States District Court for the District of Maryland.*
(26) Declaratory Judgment Order dated October 22, 2004 issued by
the United States District Court for the District of
Maryland.*
(27) Supplement No. 4 dated January 25, 2005 Relating to the
Offer to Purchase dated September 10, 2004, as amended.*
(28) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(29) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(30) Press release issued January 25, 2005.*
(31) Letter from Stewart R. Horejsi to the Board of Directors of
Neuberger Berman Real Estate Income Fund Inc. dated
September 9, 2004.
(32) Amended and Restated Offer to Purchase dated May 24, 2005
Relating to the Offer to Purchase dated September 10, 2004,
as Amended.
(33) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(34) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(35) Press release issued May 24, 2005.
(36) Letter from Stewart R. Horejsi to stockholders of Neuberger
Berman Real Estate Income Fund Inc. dated May 24, 2005.
(b) Cash Management Account Agreement between the Lola Trust and
Merrill Lynch, Pierce, Fenner & Smith Incorporated.
(d) Not Applicable
(g) Not Applicable
(h) Not Applicable
* Previously filed.