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. 16)
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.
Joel L. Terwilliger, 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**
------------- -------------
$82,226,570 $8,798.25
* Estimated for purposes of calculating the amount of filing fee only.
Transaction value derived by multiplying 3,693,916 shares of the subject
company (total shares outstanding of 4,157,116 less 463,200 shares already
owned by the Trust) by $22.26 (99% of the per-share net asset value
reported by the subject company on August 16, 2007, the last day on which
net asset value data was available prior to this filing).
** The amount of the filing fee, calculated in accordance with Rule 0-11 under
the Securities Exchange Act of 1934, as amended, equals $107.00 per million
of the aggregate amount of the cash offered by the Lola Brown 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: $8,798.25 Filing Party: LOLA BROWN 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: |X|
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 2,935,913
Shares Bene-
ficially Owned 8. Shared Voting Power
by Each
Reporting 9. Sole Dispositive Power 2,935,913
Person With
10. Shared Dispositive Power
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,935,913
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Reported by Amount in Row (11) 70.6%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) OO
AMENDMENT NO. 16
TO
SCHEDULE TO
This Amendment No. 16 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 SEC dated October
1, 2004, Amendment No. 2 to Schedule TO filed by the Trusts with the SEC dated
October 7, 2004, Amendment No. 3 to Schedule TO filed by the Trusts with the SEC
dated October 14, 2004, Amendment No. 4 to Schedule TO filed by the Trusts with
the SEC dated October 26, 2004, Amendment No. 5 to Schedule TO filed by the
Trusts with the SEC dated November 5, 2004, Amendment No. 6 to Schedule TO filed
by the Trusts with the SEC dated January 25, 2005, Amendment No. 7 to Schedule
TO filed by the Trust with the SEC dated May 24, 2005, Amendment No. 8 to
Schedule TO filed by the Trust with the SEC dated September 13, 2005, Amendment
No. 9 to Schedule TO filed by the Trust with the SEC dated January 3, 2006,
Amendment No. 10 to Schedule TO filed by the Trust with the SEC dated April 25,
2006, Amendment No. 11 to Schedule TO filed by the Trust with the SEC dated
August 14, 2006, Amendment No. 12 to Schedule TO filed by the Trust with the SEC
dated December 8, 2006, Amendment No. 13 to Schedule TO filed by the Trust with
the SEC dated April 2, 2007, Amendment No. 14 to Schedule TO filed by the Trust
with the SEC dated July 26, 2007, and Amendment no. 15 to Schedule TO filed by
the Trust with the SEC dated August 17, 2007, (collectively, the "Original
Schedule TO"). This Schedule TO relates to the Offer by the Trust to purchase
all the 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 equal to 99% of the net asset value
("NAV") per share as of the close of trading on the New York Stock Exchange
("NYSE") on September 14, 2007, net to the seller in cash (subject to applicable
withholding of United States federal, state and local taxes), without interest.
The information in the Offer to Purchase and the related Letter of
Transmittal is incorporated in this Amendment by reference to all of the
applicable items in the Schedule TO, except that such information is hereby
amended and supplemented to the extent specifically provided herein.
The Items of the Schedule TO set forth below are hereby amended and
supplemented as follows:
Item 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO is hereby amended and supplemented by adding the
following to the end thereof:
"The Offer expired midnight, New York City time, on September 14, 2007. The
Depositary has advised the Trust that, as of the expiration of the Offer,
approximately 2,472,712 shares of Common Stock were validly tendered and not
withdrawn in the Offer. This represents approximately 59% of NRL issued and
outstanding shares of Common Stock. All validly tendered shares of Common Stock
have been accepted for payment in accordance with the terms of the Offer."
Item 12. Exhibits.
The following Exhibits are added:
Exhibit Description
(a)(72) Form of Press Release issued by the Lola Brown Trust No. 1B on
September 17, 2007.
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: September 17, 2007
Lola Brown Trust No. 1B
/s/ Stephen C. Miller
By:____________________________________
Name: Stephen C. Miller
Title: 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.[1]
(2) Letter of Transmittal.[1]
(3) Notice of Guaranteed Delivery.[1]
(4) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[1]
(5) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[1]
(6) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.[1]
(7) Summary Advertisement, as published in the Wall Street
Journal on September 10, 2004.[1]
(8) Supplement dated October 1, 2004 Relating to the Offer to
Purchase dated September 10, 2004.[2]
(9) Copy of Complaint dated September 23, 2004.[2]
(10) Letter dated September 14, 2004 from counsel for the board
of directors of NRL to Mr. Horejsi.[2]
(11) Letter dated September 16, 2004 from the Trusts to the
special committee of the board of directors of NRL.[2]
(12) Press release issued October 1, 2004.[2]
(13) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[2]
(14) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[2]
(15) Press release issued October 7, 2004.[3]
(16) Copy of Counter-Claims dated October 7, 2004.[3]
(17) Supplement No. 2 dated October 14, 2004 Relating to the
Offer to Purchase dated September 10, 2004, as amended.[4]
(18) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[4]
(19) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[4]
(20) Press release issued October 14, 2004.[4]
(21) Supplement No. 3 dated October 26, 2004 Relating to the
Offer to Purchase dated September 10, 2004, as amended.[5]
(22) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[5]
(23) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[5]
(24) Press release issued October 26, 2004.[5]
(25) Memorandum Opinion dated October 22, 2004 issued by the
United States District Court for the District of
Maryland.[5]
(26) Declaratory Judgment Order dated October 22, 2004 issued by
the United States District Court for the District of
Maryland.[5]
(27) Supplement No. 4 dated January 25, 2005 Relating to the
Offer to Purchase dated September 10, 2004, as amended.[6]
(28) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[6]
(29) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[6]
(30) Press release issued January 25, 2005.[6]
(31) Letter from Stewart R. Horejsi to the Board of Directors of
Neuberger Berman Real Estate Income Fund Inc. dated
September 9, 2004.[7]
(32) Amended and Restated Offer to Purchase dated May 24, 2005
Relating to the Offer to Purchase dated September 10, 2004,
as Amended.[7]
(33) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[7]
(34) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[7]
(35) Press release issued May 24, 2005.[7]
(36) Letter from Stewart R. Horejsi to stockholders of Neuberger
Berman Real Estate Income Fund Inc. dated May 24, 2005.[7]
(37) Supplement dated September 13, 2005 relating to the Amended
and Restated Offer to Purchase dated May 24, 2005.[8]
(38) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[8]
(39) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[8]
(40) Press release issued September 13, 2005.[8]
(41) Supplement No. 2 dated January 3, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.[9]
(42) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[9]
(43) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[9]
(44) Press release issued January 3, 2006.[9]
(45) Supplement No. 3 dated April 25, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.[10]
(46) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[10]
(47) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[10]
(48) Press release issued April 25, 2006.[10]
(49) Supplement No. 4 dated August 14, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.[11]
(50) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[11]
(51) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[11]
(52) Press release issued August 14, 2006.[11]
(53) Supplement No. 5 dated December 8, 2006 relating to the
Amended and Restated Offer to Purchase dated May 24, 2005,
as amended.[12]
(54) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[12]
(55) Letter to Clients for Use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.[12]
(56) Press release issued December 8, 2006.[12]
(57) Form of Supplement No. 6 dated April 3, 2007.[13]
(58) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[13]
(59) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.[13]
(60) Form of Press release issued by the Lola Brown Trust No. 1B
on April 3, 2007.[13]
(61) Form of Supplement No. 7 dated July 27, 2007.[14]
(62) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[14]
(63) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.[14]
(64) Form of Press release issued by the Lola Brown Trust No. 1B
on July 27, 2007.[14]
(65) Form of Supplement No. 8 dated August 17, 2007.[15]
(66) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.[15]
(67) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.[15]
(68) Form of Press release issued by the Lola Brown Trust No. 1B
on August 17, 2007.[15]
(69) Form of Settlement Agreement by and between the Trust and
NRL dated August 17, 2007.[15]
(70) Form of Transmittal Letter.[15]
(71) Form of Agreement to Tender between the Trust and Neuberger
Berman, LLC dated August 17, 2007.[15]
(72) Form of Press Release issued by the Lola Brown Trust No. 1B
on September 17, 2007.
(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
[1] Previously filed with the SEC on September 10, 2004 (accession no.
0001099343-04-000021).
[2] Previously filed with the SEC on October 1, 2004 (accession no.
0001099343-04-000026).
[3] Previously filed with the SEC on October 7, 2004 (accession no.
0001099343-04-000029)
[4] Previously filed with the SEC on October 14, 2006 (accession no.
0000922996-04-000078)
[5] Previously filed with the SEC on October 26, 2004 (accession no.
0001099343-04-000030)
[6] Previously filed with the SEC on January 25, 2005 (accession no.
0001099343-05-000005)
[7] Previously filed with the SEC on May 24, 2005 (accession no.
0001099343-05-000024)
[8] Previously filed with the SEC on September 13, 2005 (accession no.
0001099343-05-000035)
[9] Previously filed with the SEC on January 3, 2006 (accession no.
0001099343-06-000001)
[10] Previously filed with the SEC on April 25, 2006 (accession no.
0001099343-06-000026)
[11] Previously filed with the SEC on August 14, 2006 (accession no.
0001099343-06-000037)
[12] Previously filed with the SEC on December 8, 2006 (accession no.
0001099343-06-000053)
[13] Previously filed with the SEC on April 2, 2007 (accession no.
0001099343-07-000049)
[14] Previously filed with the SEC on July 26, 2007 (accession no.
0001099343-07-000077)
[15] Previously filed with the SEC on August 17, 2007 (accession no.
0001099343-07-000097)
* Previously filed with the SEC.