-----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, AVO7KzxE1Ui6Cu4zJcNtK7HfHSuB1L3MEDk3ES8qE7tSJjVjlBP/YGBUVPmEWjtW maocTU4Pcsn9/VPnqe+X1w== 0001099343-06-000053.txt : 20061208 0001099343-06-000053.hdr.sgml : 20061208 20061208152002 ACCESSION NUMBER: 0001099343-06-000053 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80024 FILM NUMBER: 061265577 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 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: 061265578 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE, 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOLA BROWN TRUST 1B CENTRAL INDEX KEY: 0001247992 IRS NUMBER: 000000000 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3301 C STREET CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 303-444-5483 MAIL ADDRESS: STREET 1: 3301 C STREET CITY: ANCHORAGE STATE: AK ZIP: 99503 SC TO-T/A 1 sctoamend12.txt SCHEDULE TO AMENDMENT NO. 12 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. EX-99 2 exa53supplement.txt SUPPLEMENT NO. 5 Exhibit (a)(53) - -------------------------------------------------------------------------------- Supplement No. 5 Dated December 8, 2006 Relating to the Amended and Restated Offer to Purchase Dated May 24, 2005, as Amended - -------------------------------------------------------------------------------- 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 TUESDAY, APRIL 3, 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 shareholder desiring to tender all or any portion of the shareholder's shares should either: |X| Request the shareholder's broker, dealer, commercial bank, trust company or other nominee to effect the transaction for the shareholder. A shareholder 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 shareholder 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 shareholder'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 shareholder 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: [GRPAHIC OMITTED] MACKENZIE PARTNERS, INC. The following information amends and supplements the Amended and Restated Offer to Purchase dated May 24, 2005 (the "Restated Offer to Purchase"), as amended by the Supplement dated September 13, 2005 relating to the Restated Offer to Purchase (the "First Supplement"), the Supplement No. 2 dated January 3, 2006 relating to the Restated Offer to Purchase, as amended (the "Second Supplement"), the Supplement No. 3 dated April 25, 2006 relating to the Restated Offer to Purchase, as amended (the "Third Supplement") and the Supplement No. 4 dated August 14, 2006 relating to the Restated Offer to Purchase, as amended (the "Fourth Supplement"), of the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in South Dakota (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 set forth in this Supplement No. 5 to the Restated Offer to Purchase, as amended (the "Fifth Supplement"), the Fourth Supplement, the Third Supplement, the Second Supplement, the First Supplement, the Restated Offer to Purchase and the related letter of transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). Except as otherwise set forth in this Fifth Supplement, the terms and conditions set forth in 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 Fourth Supplement, 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 Tuesday, April 3, 2006, unless further extended. Why did you extend the expiration date for the offer? In order to halt the offer, NRL's Board of Directors has adopted a series of 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 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 and the seventh poison pill was adopted on August 7, 2006 and expired on December 5, 2006. Our offer was scheduled to expire on December 8, 2006. NRL's board has now adopted an eighth poison pill, largely identical to the previous ones. This eighth poison pill will expire on March 30, 2007. The validity of the eighth poison pill, and whether NRL's Board of Directors can continue to adopt poison pills indefinitely, are two of the issues in our litigation with NRL. Because we cannot close the offer while a poison pill continues to exist, we do not expect to close the offer unless we are successful in our litigation against NRL's 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 the poison pill order upholding the validity of NRL's first poison pill. We filed an appeal of the poison pill 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 poison pill order, and those motions were argued and submitted to the district court on April 28, 2006, and are pending decision. We have extended the expiration date for our offer to preserve our offer while we continue to seek a final judgment in our favor with respect to NRL's eighth poison pill and other matters involved in the litigation. If I already tendered my shares in the offer, do I have to do anything now? No. Shareholders 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 shareholders 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." What are the new business addresses for you and parties related to you? In the Restated Offer to Purchase, we provided you with information regarding us and our trustees and certain other related parties. The business addresses for us and certain of those related parties has changed. Our new business address, and the new business address for the Evergreen Trust, the Susan L. Ciciora Trust, the John S. Horejsi Trust and the Stewart West Indies Trust, is: c/o Badlands Trust Company, LLC, c/o Alaska First Bank & Trust, Attention: Ron Kukes, 3301 C Street, Anchorage, Alaska 99503. The new business address for Badlands Trust Company, LLC, the Ernest Trust and the Stewart Trust is: c/o Alaska First Bank & Trust, Attention: Ron Kukes, 3301 C Street, Anchorage, Alaska 99503. The new business for Ron Kukes is: 3301 C Street, Anchorage, Alaska 99503. How many shares have been tendered in response to your offer? As of the close of business on December 6, 2006, 15,703 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 and an Amendment No. 12 to Schedule TO dated December 8, 2006, 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 December 8, 2006 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 shareholder 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] MACKENZIE PARTNERS, INC. 105 Madison Avenue New York, New York 10016 (212) 929-5500 (Call Collect) or (800) 322-2885 (Toll Free) E-MAIL: proxy@mackenziepartners.com EX-99 3 exa54brokers.txt LETTER TO BROKERS Exhibit (a)(54) - -------------------------------------------------------------------------------- Supplement No. 5 Dated December 8, 2006 Relating to the Amended and Restated Offer to Purchase Dated May 24, 2005, as amended - -------------------------------------------------------------------------------- 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 TUESDAY, APRIL 3, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. December 8, 2006 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: We have been appointed by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Purchaser"), to act as information agent in connection with the Purchaser's offer to purchase up to 1,620,000 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 $19.89 per share, net to the seller in cash (subject to applicable withholding of United States federal, state and local taxes), on the terms and subject to the conditions set forth in 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"), 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"), 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"), 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") and the related letter of transmittal (which, together with any supplements or amendments thereto, collectively constitute the "Offer"). Please furnish copies of the enclosed Fifth Supplement to those of your clients for whom you hold shares registered in your name or in the name of your nominee. The Fifth Supplement amends the Offer by extending the expiration date to 5:00 P.M., New York City Time on Tuesday, April 3, 2007, unless further extended, and by providing additional information for NRL stockholders with respect to the Offer. CERTAIN CONDITIONS TO THE OFFER ARE DESCRIBED IN SECTION 14 OF THE RESTATED OFFER. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED, AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 3, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. In all cases, payment for shares accepted for payment pursuant to the Offer will be made only after timely receipt by the depositary of (1) the certificates for (or a timely book-entry confirmation (as defined in the Restated Offer) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Restated Offer, an agent's message (as defined in the Restated Offer), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. The Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the information agent and the depositary, as described in the Restated Offer) in connection with the solicitation of tenders of shares pursuant to the Offer. However, the Purchaser will, on request, reimburse you for customary mailing and handling expenses incurred by you in forwarding copies of the enclosed Offer materials to your clients. Questions and requests for additional copies of the enclosed material may be directed to the information agent at its address and telephone number set forth on the back cover of the Fifth Supplement and the Restated Offer. Very truly yours, MACKENZIE PARTNERS, INC. Nothing contained herein or in the enclosed documents shall render you or any other person the agent of the Purchaser, the depositary, the information agent or any affiliate of any of them or authorize you or any other person to give any information or use any document or make any statement on behalf of any of them with respect to the Offer other than the Fifth Supplement, the Restated Offer, the documents previously provided to you by us with respect to the Offer and the statements contained therein. EX-99 4 exa55client.txt LETTER TO CLIENTS Exhibit (a)(55) - -------------------------------------------------------------------------------- Supplement No. 5 Dated December 8, 2006 Relating to the Amended and Restated Offer to Purchase Dated May 24, 2005, as amended - -------------------------------------------------------------------------------- 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 TUESDAY, APRIL 3, 2007, UNLESS THE OFFER IS FURTHER EXTENDED. December 8, 2006 To Our Clients: Enclosed for your consideration is 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")(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, collectively constitute the "Offer"), relating to the Offer by the Lola Brown Trust No. 1B, an irrevocable grantor trust domiciled and administered in Alaska (the "Purchaser") to purchase up to 1,620,000 shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation ("NRL"), on the terms and subject to the conditions set forth in the Offer. We are the holder of record of shares held by us for your account. A tender of those shares can be made only by us as the holder of record and pursuant to your instructions. The letter of transmittal was previously furnished to you for your information only and cannot be used to tender shares held by us for your account. To the extent you have not already provided us with instructions, we request instructions as to whether you wish to tender any or all of the shares held by us for your account pursuant to the terms and subject to the conditions set forth in the Offer. Your attention is directed to the following: 1. The Offer price remains $19.89 per share, net to you in cash (subject to applicable withholding of United States federal, state and local taxes), without interest thereon, on the terms and subject to the conditions set forth in the Offer. 2. The Purchaser continues to seek to purchase up to 1,620,000 shares in the Offer. If more than 1,620,000 shares are tendered, the Purchaser will purchase 1,620,000 shares on a pro-rata basis. 3. The Offer is conditioned upon the conditions to the Offer described in Section 14 of the Restated Offer. 4. The Offer and withdrawal rights have been extended and will expire at 5:00 P.M., New York City time, on Tuesday, April 3, 2007, unless the Offer is further extended. 5. Tendering stockholders will not be obligated to pay brokerage fees or commissions to the depositary or the information agent or, except as set forth in Instruction 6 of the letter of transmittal, transfer taxes on the purchase of shares by the Purchaser pursuant to the Offer. However, federal income tax backup withholding at a rate of 28% may be required, unless an exemption is provided or unless the required taxpayer identification information is provided. See Instruction 9 of the letter of transmittal. If you wish to have us tender any of or all the shares held by us for your account and have not already returned the instruction form set forth below, please instruct us by completing, executing, detaching and returning to us the instruction form set forth below. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares, all such shares will be tendered unless you otherwise specify below. Your instructions to us should be forwarded promptly to permit us to submit a tender on your behalf prior to the expiration date. In all cases, payment for shares accepted for payment pursuant to the Offer will be made only after timely receipt by The Colbent Corporation (the "depositary") of (1) the certificates for (or a timely book-entry confirmation (as defined in the Restated Offer) with respect to) such shares, (2) a letter of transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees, or, in the case of a book-entry transfer effected pursuant to the procedures set forth in Section 3 of the Restated Offer, an agent's message (as defined in the Restated Offer), and (3) any other documents required by the letter of transmittal. Accordingly, tendering stockholders may be paid at different times depending on when certificates for shares or book-entry confirmations with respect to shares are actually received by the depositary. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SHARES TO BE PAID BY THE PURCHASER, REGARDLESS OF ANY EXTENSION OF OR AMENDMENT TO THE OFFER OR ANY DELAY IN PAYING FOR SUCH SHARES. 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 be in compliance with the laws of that jurisdiction. INSTRUCTION FORM WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH UP TO 1,620,000 SHARES OF COMMON STOCK OF NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. The undersigned acknowledge(s) receipt of your letter enclosing the Supplement No. 5 dated December 8, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement No. 4 dated August 14, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement No. 3 dated April 25, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement No. 2 dated January 3, 2006 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, as amended, your letter enclosing the Supplement dated September 13, 2005 relating to the Amended and Restated Offer to Purchase dated May 24, 2005, your letter enclosing the Amended and Restated Offer to Purchase dated May 24, 2005, your letter enclosing the Supplement No. 4 dated January 25, 2005 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement No. 3 dated October 26, 2004 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement No. 2 dated October 14, 2004 relating to the Offer to Purchase dated September 10, 2004, as amended, your letter enclosing the Supplement dated October 1, 2004 relating to the Offer to Purchase dated September 10, 2004, and your letter enclosing the Offer to Purchase dated September 10, 2004 and the related letter of transmittal relating to the offer by the Lola Brown Trust No. 1B to purchase up to 1,620,000 outstanding shares of common stock, par value $0.0001 per share (the "shares"), of Neuberger Berman Real Estate Income Fund Inc., a Maryland corporation. This will instruct you to tender the number of shares indicated below held by you for the account of the undersigned (or, if no amount is indicated below, all the shares held by you for the account of the undersigned) on the terms and subject to the conditions set forth in the Offer. Number of Shares to be Tendered* ------------------------------------ - -------------------------------- ------------------------------------ shares Signature(s) Dated: -------------------------, 200_ ------------------------------------ ------------------------------------ ------------------------------------ Please Type or Print Name(s) Address(es) (including Zip Code(s)): ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ Area Code and Telephone No.: ------------------------------------ Taxpayer Identification or Social Security No.: ------------------------------------ * Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered. EX-99 5 exa56pressrelease.txt PRESS RELEASE Exhibit (a)(56) HOREJSI TRUST EXTENDS ITS TENDER OFFER FOR SHARES OF NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. BOULDER, CO., December 8, 2006 - The Lola Brown Trust No. 1B (the "Horejsi Trust") announced today that it is extending its tender offer to purchase shares of common stock of Neuberger Berman Real Estate Income Fund Inc. (NYSE: NRL) to 5:00 p.m. New York City time on Tuesday, April 3, 2007, to allow additional time for the Trust to obtain a court ruling invalidating the Fund's stockholder rights agreements, or "poison pills." The Fund's board has adopted a series of eight poison pills, the most recent of which was adopted on November 30, 2006 and is scheduled to expire on March 30, 2007. The validity of the Fund's serial poison pills is one of a number of issues involved in the litigation against the Trust commenced in federal court by the Fund's board as part of the board's efforts to stop the offer. On October 22, 2004, the district court issued a ruling which upheld the validity of the Fund's first poison pill but did not rule on the other issues involved in the litigation. The Fourth Circuit Court of Appeals declined to hear the Trust's appeal of the October 22, 2004 ruling by the district court until the district court has ruled on all matters involved in the litigation. NRL and the Trust have each filed motions for summary judgment with the trial court with respect to the matters on which the trial court did not rule in its October 22, 2004 order, and those motions were argued and submitted to the court on April 28, 2006, and are pending decision. The Trust does not expect to consummate its offer unless it is successful in obtaining a judgment invalidating the Fund's serial poison pills and finding that Maryland's control share statute does not apply to the Trust and its offer. The Lola Brown Trust No. 1B is amending the tender offer statement on file with the Securities and Exchange Commission to reflect the extension of the offer and other relevant information. Each security holder of Neuberger Berman Real Estate Income Fund Inc. should read the tender offer statement filed with the Securities and Exchange Commission by the Lola Brown Trust No. 1B and other relevant documents filed with the Securities and Exchange Commission because they contain important information about the tender offer. Security holders of Neuberger Berman Real Estate Income Fund Inc. can obtain the tender offer statement and other documents that are filed with the Securities and Exchange Commission for free on the Securities and Exchange Commission's web site at http://www.sec.gov. Contact: Stephen C. Miller Lola Brown Trust No. 1B (303 442-2156 -----END PRIVACY-ENHANCED MESSAGE-----