-----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, B6UNzgrFd1/dmlq9fprHJtV7QZ48KaeBhFAStn3rwDjARP9YQ7H+HOX7L1ld9E8w KkkPrZT7WM6vBz3iGoVzbw== 0001067621-05-000016.txt : 20051220 0001067621-05-000016.hdr.sgml : 20051220 20051219175110 ACCESSION NUMBER: 0001067621-05-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051220 DATE AS OF CHANGE: 20051219 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: 051273681 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 12/16/2005 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 491,593 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.8253% 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 117,600 8. SHARED VOTING POWER 20,000 9. SOLE DISPOSITIVE POWER 267,923 ______________________________________________________ 10. SHARED DISPOSITIVE POWER 223,670 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 491,593 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.8253% 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 223,670 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 0 ______________________________________________________ 10. SHARED DISPOSITIVE POWER 223,670 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 223,670 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 5.38% 14. TYPE OF REPORTING PERSON IA ________________________________________________________________ The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned on May 19, 2005. This Amendment No.6 amends the Schedule 13D as specifically set forth. Item 4 is amended as follows: Item 4. PURPOSE OF TRANSACTION The filing persons have submitted the attached letter (Exhibit 1) to the issuer. 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 491,593 shares or 11.8253%. Mr.Goldstein is deemed to be the beneficial owner of 491,593 shares of NRL or 11.8253% of the outstanding shares. Mr. Dakos is deemed to be the beneficial owner of 223,670 shares of NRL or 5.38% of the outstanding shares b. Power to dispose of securities resides solely with Mr. Phillip Goldstein for 267,923 shares and jointly with Mr. Dakos for 223,670 shares. Power to vote securities resides solely with Mr. Phillip Goldstein for 117,600 shares and jointly for 20,000 shares. Mr. Dakos has the sole power to vote 223,670 shares. c. During the last sixty days the following shares of common stock were purchased, unless previously reported (there were no sales): 12/16/05 1500 @ 22.62 12/15/05 300 @ 22.6 12/14/05 1000 @ 22.67 12/14/05 6000 @ 22.66 12/12/05 400 @ 22.78 11/30/05 1600 @ 22.4 11/29/05 2700 @ 22.4 Item 7 has been amended as follows: Item 7: Exhibit 1 Letter to Issuer 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: December 19, 2005 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos Exhibit 1. Letter to Issuer 60 Heritage Drive, Pleasantville, NY 10570 (914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net December 18, 2005 Michael L. Hirschfeld Milbank, Tweed, Hadley & McCloy LLP One Chase Manhattan Plaza New York, New York 10005-1413 Dear Mr. Hirschfeld: On November 23, 2005, we wrote a letter to the board of directors of Neuberger Berman Real Estate Income Fund Inc. (the "Fund") advising it that we had acquired an aggregate of 478,093 shares representing 11.5006% of the Fund's outstanding shares. On November 29, 2005, you advised us that the Fund had amended the poison pill so that "its implementation is not required when the triggering threshold is exceeded by an acquisition that the Board determines to be DE MINIMUS." We still want to trigger the pill because (1) we don't approve of poison pills generally, and (2) we think triggering the poison pill will lead to a settlement of the costly litigation about its legitimacy. Since November 23, 2005, we have acquired more shares of the Fund. As of December 16, 2005 our group beneficially owns 491,593 shares representing 11.8253% of the Fund's outstanding shares. Please tell us how many shares we have to buy to exceed the triggering threshold by more than a DE MINIMUS amount. Thank you. Very truly yours, Phillip Goldstein -----END PRIVACY-ENHANCED MESSAGE-----