-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GLWY4f6IerACYJXk9ruAFbx6EfLdo2mnFDjlR+vJ6DtXVREUjydYTD9BdBu2URWk 0JMRX+Olcp8GZGezVb9tkQ== 0001067621-05-000013.txt : 20051114 0001067621-05-000013.hdr.sgml : 20051111 20051110190835 ACCESSION NUMBER: 0001067621-05-000013 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051114 DATE AS OF CHANGE: 20051110 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BULLDOG INVESTORS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN REAL ESTATE INCOME FUND INC CENTRAL INDEX KEY: 0001187520 IRS NUMBER: 550799916 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80024 FILM NUMBER: 051195545 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDSTEIN PHILLIP CENTRAL INDEX KEY: 0001067621 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 9147475262 MAIL ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 thirda.txt DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 11/9/2005 1. NAME OF REPORTING PERSON Bulldog Investors, Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER NA 8. SHARED VOTING POWER NA 9. SOLE DISPOSITIVE POWER NA______________________________________________________ 10. SHARED DISPOSITIVE POWER NA 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 457,593 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.00% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Phillip Goldstein 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 108,500 8. SHARED VOTING POWER 17,500 9. SOLE DISPOSITIVE POWER 238,723 ______________________________________________________ 10. SHARED DISPOSITIVE POWER 218,870 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 457,593 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.0% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ 1. NAME OF REPORTING PERSON Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ________________________________________________________________ 7. SOLE VOTING POWER 218,870 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 ______________________________________________________ 10. SHARED DISPOSITIVE POWER 218,870 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 218,870 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.26% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned on May 19, 2005. This Amendment No.4 amends the Schedule 13D as specifically set forth. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION The filing persons have given notice of their intent at the 2006 annual meeting to (i) submit a proposal requesting that the Board of Directors promptly take the steps necessary to open end the Fund or otherwise enable shareholders to realize net asset value for their shares and (b) nominate five persons as Class I directors. The filing persons have also requested to meet with management to discuss how to (a) avoid a proxy contest and (b) end the shareholder lawsuits to which the Fund is a party. Item 5 is amended as follows: ITEM 5. INTEREST IN SECURITIES OF THE ISSUER a. As per the proxy statement filed on February 7, 2005 there were 4,157,116.63 shares outstanding as of January 12 , 2005. The percentage set forth in this item (5a) was derived using such number. a. The total number of shares owned by Bulldog Investors, Mr. Phillip Goldstein and Mr. Andrew Dakos is 457,593 shares or 11.00%. Mr.Goldstein is deemed to be the beneficial owner of 457,593 shares of NRL or 11.00% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 218,870 shares of NRL or 5.26% of the outstanding shares b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 238,723 shares and jointly with Mr. Dakos for 218,870 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 108,500 shares and jointly for 17,500 shares. Mr. Dakos has the sole power to vote 218,870 shares. c. During the last sixty days the following shares of common stock were purchased, unless previously reported (there were no sales): 11/10/05 2000 @ 21.95 11/4/05 1900 @ 21.1 2100 @ 21.09 11/2/05 2000 @ 21.2 700 @ 21.05 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 10, 2005 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos -----END PRIVACY-ENHANCED MESSAGE-----