Exhibit (a)(61)
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Supplement No. 7 Dated July 27, 2007
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LOLA BROWN TRUST NO. 1B
Has Amended Its Offer to Purchase for Cash
Up to 1,620,000 Outstanding Shares of Common Stock
of
NEUBERGER BERMAN REAL ESTATE INCOME FUND INC.
at
$19.89 Net Per Share
THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON FRIDAY, AUGUST 17, 2007, UNLESS THE OFFER IS
FURTHER EXTENDED.
THE OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR UPON ANY MINIMUM
NUMBER OF SHARES BEING TENDERED. THE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE
"THE OFFER -- SECTION 14."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE
MERITS OR FAIRNESS OF THIS TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY
OF THE INFORMATION CONTAINED IN THE OFFER OR THIS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
IMPORTANT
Any stockholder desiring to tender all or any portion of the stockholder's
shares should either:
|X| Request the stockholder's broker, dealer, commercial bank, trust
company or other nominee to effect the transaction for the
stockholder. A stockholder whose shares are registered in the name of
a broker, dealer, commercial bank, trust company or other nominee must
contact such broker, dealer, commercial bank, trust company or other
nominee if the stockholder desires to tender such shares; or
|X| Complete and sign the letter of transmittal (or a facsimile thereof)
in accordance with the instructions in the letter of transmittal, have
the stockholder's signature guaranteed if required by Instruction 1 to
the letter of transmittal, mail or deliver the letter of transmittal
(or such facsimile), or, in the case of a transfer effected pursuant
to the book-entry transfer procedures set forth in "THE OFFER --
Section 7," transmit an "agent's message" (as defined in "THE OFFER --
Section 6"), and any other required documents to the depositary and
either deliver the certificates for such shares to the depositary
along with the letter of transmittal (or such facsimile) or deliver
the shares pursuant to the book-entry transfer procedures set forth in
"THE OFFER -- Section 7."
If a stockholder desires to tender shares and the share certificates are not
immediately available, or the procedure for book-entry transfer cannot be
completed on a timely basis, or time will not permit all required documents to
reach the depositary prior to the "expiration date" (as defined herein), then
the tender may be effected by following the procedure for guaranteed delivery
set forth in "THE OFFER -- Section 7."
Questions and requests for assistance may be directed to MacKenzie Partners,
Inc., the information agent, at the address and telephone number set forth on
the back cover of this offering document. Additional copies of this offering
document, the letter of transmittal, the notice of guaranteed delivery and other
related materials may be obtained from the information agent.
THE INFORMATION AGENT FOR THIS OFFER IS:
[GRAPHIC OMITTED]
MacKenzie Partners, Inc.
(212) 929-5500 (collect) or (800) 322-2885 (toll-free)
The following Supplement No. 7 dated July 27, 2007 (the "Seventh
Supplement") relating to the Amended and Restated Offer to Purchase dated May
24, 2005, as amended by Supplement No. 6 dated April 3, 2007 (`the Sixth
Supplement") relating to the Amended and Restated Offer to Purchase dated May
24, 2005, as amended by Supplement No. 5 (the "Fifth Supplement") (which,
together with 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"), any further amendments or supplements thereto, and the related letter
of transmittal, as amended, collectively constitute the "Offer"), is provided by
the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and
administered in Alaska (the "Trust", and also referred to herein as "we," "our"
or "us"), pursuant to which the Trust is offering to purchase up to 1,620,000 of
the 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"), not owned by the Trust, 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, upon the terms and subject to
the conditions as set forth in the Offer.
Except as otherwise set forth in this Seventh Supplement, the terms and
conditions set forth in the Sixth Supplement, the Fifth Supplement, the Fourth
Supplement, the Third Supplement, the Second Supplement, the First Supplement,
the Restated Offer to Purchase, and the letter of transmittal are applicable in
all respects to the Offer. The information set forth below should be read in
conjunction with the Sixth Supplement, the Fifth Supplement, the Fourth
Supplement, the Third Supplement, the Second Supplement, the First Supplement,
the Restated Offer to Purchase, and the letter of transmittal and terms not
defined herein which are defined in the Restated Offer to Purchase have the
meanings ascribed to them in the Restated Offer to Purchase.
QUESTIONS AND ANSWERS
How have you amended the offer?
We are amending our offer to extend the expiration date and to provide you
with information regarding NRL's adoption of a new poison pill set forth
below in this Supplement. We have not changed the number of shares we are
offering to purchase, the offer price, the procedures for tendering and
withdrawing shares, or any of the other terms of our offer other than the
expiration date.
What is the new expiration date for the offer?
We are extending the expiration date for the offer to 5:00 P.M., New York
City Time on Friday, August 17, 2007, unless further extended.
Why did you extend the expiration date for the offer?
In order to halt the Offer, the NRL Board adopted a series of ten
successive stockholder rights plans, or poison pills, which are required by
federal law to expire no later than 120 days after the issuance of rights
under each such plan. The first poison pill was adopted by NRL's Board of
Directors in September of 2004 and expired on January 21, 2005, the second
poison pill was adopted on January 18, 2005 and expired on May 18, 2005,
the third poison pill was adopted on May 13, 2005 and expired on September
11, 2005, the fourth poison pill was adopted on September 1, 2005 and
expired on December 23, 2005, the fifth poison pill was adopted on December
21, 2005 and expired on April 17, 2006, the sixth poison pill was adopted
on April 12, 2006 and expired on August 10, 2006, the seventh poison pill
was adopted on August 7, 2006 and expired on December 5, 2006, the eighth
poison pill was adopted on December 1, 2006 and expired on March 30, 2007,
and the ninth poison pill was adopted March 22, 2007 and expired on July
20, 2007. Our offer was scheduled to expire on July 27, 2007. NRL's board
has now adopted its tenth poison pill in furtherance of its previous nine
poison pills. This tenth poison pill is scheduled to expire on November 13,
2007. We continue to believe that these serial poison pills do not serve
the best long-term interests of NRL's stockholders.
Currently we are engaged in settlement discussions with respect to the
ongoing litigation discussed herein. The discussions with the NRL Board may
result in material changes in our tender offer. We have been unable to
close the offer because of the ongoing litigation against NRL's adoption of
ten consecutive poison pills as well as certain of the other steps NRL has
taken to halt the offer. On October 22, 2004, the federal court in Maryland
issued an order upholding the validity of NRL's first poison pill. We filed
an appeal of this order to the United States Court of Appeals for the
Fourth Circuit. The appeals court dismissed our appeal on January 25, 2005,
with permission to refile our appeal once all matters in the litigation
have been resolved at the trial court level. In November and December of
2005, NRL and we filed motions for summary judgment with the trial court
with respect to the matters on which the trial court did not rule in its
prior order, and those motions were argued and submitted to the district
court in April 2006. In May 2007, the trial court decided on all but one of
the pending claims in the litigation and upheld the Fund's principal
takeover defenses, including, among other things, the Fund's adoption of
the poison pill and the Fund's decision to opt into the Maryland Control
Share Acquisition Act. We are presently exploring the feasibility of
appealing this decision.
If I already tendered my shares in the offer, do I have to do anything now?
No. Stockholders who validly tendered their shares previously and have not
withdrawn them do not have to take any further action. If the Offer is
completed, these shares will be accepted for payment and the tendering
stockholders will receive the offer price of $19.89 per share in cash,
without interest, less any required withholding taxes, subject to proration
if more shares have been tendered in the Offer than we have offered to buy.
See "THE OFFER -- Section 5."
Can I withdraw my previously tendered shares?
You may withdraw all or a portion of your tendered shares at any time prior
to the time the shares are accepted for payment, after which they cannot be
withdrawn. See "THE OFFER -- Section 8."
How do I withdraw previously tendered shares?
To withdraw shares, you must deliver a written notice of withdrawal with
the required information to the depositary while you still have the right
to withdraw the shares. If you have tendered your shares by giving
instructions to a bank, broker, dealer, trust company or other nominee, you
must instruct them to arrange for the withdrawal of your shares. See "THE
OFFER -- Section 8."
How many shares have been tendered in response to your offer?
As of the close of business on July 26, 2007, 13,583 shares have been
tendered for sale to us in response to our offer.
Who can I contact if I have additional questions about the offer?
If you have questions or you need assistance, you should contact MacKenzie
Partners, Inc., the information agent for the offer, at (212) 929-5500
(collect) or (800) 322-2885 (toll-free).
MISCELLANEOUS
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. We
are not aware of any jurisdiction in which the making of the Offer or the tender
of shares in connection therewith would not be in compliance with the laws of
such jurisdiction. If we become aware of any state law prohibiting the making of
the Offer or the acceptance of shares pursuant thereto in such state, we will
make a good faith effort to comply with any such state statute or seek to have
such state statute declared inapplicable to the Offer. If, after such good faith
effort, we cannot comply with any such state statute, the Offer will not be made
to (nor will tenders be accepted from or on behalf of) the holders of shares in
such 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 by one or more registered
brokers or dealers which are licensed under the laws of such jurisdiction.
No person has been authorized to give any information or to make any
representation on our behalf not contained in the Offer and, if given or made,
that information or representation must not be relied on as having been
authorized.
We filed with the SEC a Schedule TO dated September 10, 2004, an Amendment No. 1
to Schedule TO dated October 1, 2004, an Amendment No. 2 to Schedule TO dated
October 7, 2004, an Amendment No. 3 to Schedule TO dated October 14, 2004, an
Amendment No. 4 to Schedule TO dated October 26, 2004, an Amendment No. 5 to
Schedule TO dated November 5, 2004, an Amendment No. 6 to Schedule TO dated
January 25, 2005, an Amendment No. 7 to Schedule TO dated May 24, 2005, an
Amendment No. 8 to Schedule TO dated September 13, 2005, an Amendment No. 9 to
Schedule TO dated January 3, 2006, an Amendment No. 10 to Schedule TO dated
April 25, 2006, an Amendment No. 11 to Schedule TO dated August 14, 2006, an
Amendment No. 12 to Schedule TO dated December 8, 2006, an Amendment No. 13 to
Schedule TO dated April 3, 2007, and an Amendment No. 14 to Schedule TO on July
27, 2007, under Exchange Act Rule 14d-3, together with exhibits, furnishing
additional information with respect to the Offer, and may file additional
amendments thereto. That schedule and any amendments thereto, including
exhibits, may be examined and copies may be obtained from the offices of the SEC
in the same manner as discussed in "THE OFFER -- Section 12" with respect to
information concerning NRL.
LOLA BROWN TRUST NO.1B
July 27, 2007
Facsimile copies of the letter of transmittal, properly completed and duly
executed, will be accepted. The letter of transmittal, certificates for shares
and any other required documents should be sent or delivered by each stockholder
of NRL or his or her broker, dealer, commercial bank, trust company or other
nominee to the depositary at one of its addresses set forth below:
The Depositary for the Offer is:
The Colbent Corporation
By Mail: By Overnight Courier: By Hand:
The Colbent Corporation The Colbent Corporation The Colbent Corporation
Attn: Corporate Actions Attn: Corporate Actions Attn: Corporate Actions
POB 859208 161 Bay State Drive 161 Bay State Drive
Braintree MA 02185-9208 Braintree MA 02184 Braintree MA 02184
By Facsimile:
(781-380-3388)
Confirm Facsimile Transmission:
(781-843-1833 Ext. 200)
Questions and requests for assistance may be directed to the information
agent at its address and telephone numbers listed below. Additional copies of
this Supplement, the Offer to Purchase, the letter of transmittal and other
tender offer materials may be obtained from the information agent, and will be
furnished promptly at our expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
The Information Agent for the Offer is:
[GRAPHIC OMITTED]
105 Madison Avenue
New York, New York 10016
(212) 929-5500 (Call Collect)
or
(800) 322-2885 (Toll Free)
E-MAIL: proxy@mackenziepartners.com