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. 12)
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
2344 Spruce Street, Suite A
Boulder, Colorado 80302
(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. 12
TO
SCHEDULE TO
This Amendment No. 12 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, Amendment No. 6 to Schedule TO filed
by the Trusts with the Securities and Exchange Commission dated January 25,
2005, Amendment No. 7 to Schedule TO filed by the Trust with the Securities and
Exchange Commission dated May 24, 2005, Amendment No. 8 to Schedule TO filed by
the Trust with the Securities and Exchange Commission dated September 13, 2005,
Amendment No. 9 to Schedule TO filed by the Trust with the Securities and
Exchange Commission dated January 3, 2006, Amendment No. 10 to Schedule TO filed
by the Trust with the Securities and Exchange Commission dated April 25, 2006
and Amendment No. 11 to Schedule TO filed by the Trust with the Securities and
Exchange Commission dated August 14, 2006 (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 Supplement No. 5
dated December 8, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Fifth Supplement"), the Supplement No. 4
dated August 14, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Fourth Supplement"), the Supplement No. 3
dated April 25, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Third Supplement"), the Supplement No. 2
dated January 3, 2006 relating to the Amended and Restated Offer to Purchase
dated May 24, 2005, as amended (the "Second Supplement"), the Supplement dated
September 13, 2005 relating to the Amended and Restated Offer to Purchase dated
May 24, 2005 (the "First Supplement"), 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 Fifth Supplement, Fourth
Supplement, the Third Supplement, the Second Supplement, the First Supplement,
the Restated Offer to Purchase, and any amendments or supplements hereto or
thereto, collectively constitute the "Offer"). Copies of the Fourth Supplement,
Third Supplement, the Second Supplement, the First Supplement, the Restated
Offer to Purchase and the letter of transmittal are attached as Exhibits
(a)(49), (a)(45), (a)(41), (a)(37), (a)(32) and (a)(2), respectively, to the
Original Schedule TO. A copy of the Fifth Supplement is attached as Exhibit
(a)(53) hereto.
Items 1 through 9 and 11 of the Original Schedule TO are hereby amended by
expressly incorporating by reference the information in the Fifth Supplement,
and Item 12 is hereby amended by the information set forth below with respect to
that item.
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)(53) Supplement No. 5 dated December 8, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005, as
amended.
(54) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees.
(55) Letter to Clients for Use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(56) Press release issued December 8, 2006.
LOLA BROWN TRUST NO. 1B
Financial Statements
BALANCE SHEET
(unaudited)
As of September 30,
-----------------------------------------
------------------ -- -------------------
2006 2005
------------------ -------------------
ASSETS
Current Assets
Cash $103,037.25 $121,085.29
Other Current Assets 5,999,730.45 11,953,442.00
------------------ -------------------
Total Current Assets 6,102,767.70 12,074,527.29
Fixed Assets 8,729,932.84 499,109.84
Other Assets 481,590,326.87 426,783,876.82
------------------ -------------------
TOTAL ASSETS $496,423,027.41 $439,357,513.95
================== ===================
LIABILITIES & EQUITY
Liabilities
Current Liabilities (625,531.40) 1,213.92
------------------ -------------------
Total Liabilities (625,531.40) 1,213.92
Equity 497,048,558.81 439,356,300.03
------------------ -------------------
TOTAL LIABILITIES & EQUITY $496,423,027.41 $439,357,513.95
================== ===================
PROFIT & LOSS
(unaudited)
Nine Months ended September 30,
-----------------------------------------
------------------ -------------------
2006 2005
------------------ -------------------
INCOME
Capital Gains $2,733,509.19 $324,893.79
Dividend Income 486,146.52 304,068.63
Interest Income 1,645,794.34 1,186,358.29
Other Income 2.04 --
------------------ -------------------
TOTAL INCOME 4,865,452.09 1,815,320.71
EXPENSE
Interest Expense 19,927.43 1,833.10
Investment Expense 184,453.38 733,859.59
Tax Expense 3,612,126.00 15,355,953.57
Other Expense 145,361.76 161,968.96
------------------ -------------------
TOTAL EXPENSE 3,961,868.57 16,253,615.22
------------------ -------------------
NET INCOME (LOSS) $903,583.52 $(14,438,294.51)
================== ===================
BALANCE SHEET
(unaudited)
as of December 31,
2005 2004
--------------------- --------------------
ASSETS
Current Assets
Cash $ 1,312,252 $ 72,387
Other Current Assets 16,219,323 74,610,053
--------------------- --------------------
Total Current Assets 17,531,575 74,682,440
Fixed Assets 8,428,908 189,110
Other Assets 443,912,648 408,551,115
--------------------- --------------------
TOTAL ASSETS 469,873,132 483,422,664
===================== ====================
LIABILITIES & EQUITY
Liabilities
Current Liabilities -- 104,461
--------------------- --------------------
Total Liabilities -- 104,461
Equity 469,873,132 483,318,203
--------------------- --------------------
TOTAL LIABILITIES & EQUITY $ 469,873,132 $ 483,422,664
===================== ====================
PROFIT & LOSS
(unaudited)
Year ended December 31,
2005 2004
--------------------- --------------------
INCOME
Capital Gains $ 1,618,912 $ 94,595,918
Dividend Income 11,002,021 12,413,717
Interest Income 1,771,327 1,069,928
Investment Income 412,845 381,677
Other Income 3,349 --
--------------------- --------------------
TOTAL INCOME 14,808,454 108,461,240
EXPENSE
Interest Expense 25,321 435,690
Investment Expense 733,860 161,512
Tax Expense 15,372,713 3,612,979
Other Expense 394,551 763,680
--------------------- --------------------
TOTAL EXPENSE 16,526,444 4,973,862
--------------------- --------------------
NET INCOME (LOSS) $ (1,717,990) 103,487,378
===================== ====================
Ratio of Earnings to Fixed Charges
(unaudited)
As of:
September 30, 2006 December 31, 2005 December 31, 2004
Net Income (Loss) 903,583.52 $(1,717,990.00) $103,487,378.00
Interest expense 19,927.43 $25,321.00 $435,691.00
Ratio of Earnings to fixed charges 46.34x (66.85)x 238.52x
Deficiency Amount $1,743,331.00
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: December 8, 2006
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.*
(37) Supplement dated September 13, 2005 relating to the Amended
and Restated Offer to Purchase dated May 24, 2005.*
(38) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(39) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(40) Press release issued September 13, 2005.*
(41) Supplement No. 2 dated January 3, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.*
(42) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(43) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(44) Press release issued January 3, 2006.*
(45) Supplement No. 3 dated April 25, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.*
(46) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(47) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(48) Press release issued April 25, 2006.*
(49) Supplement No. 4 dated August 14, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.*
(50) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(51) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(52) Press release issued August 14, 2006.*
(53) Supplement No. 5 dated December 8, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.
(54) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(55) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(56) Press release issued December 8, 2006.
(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.