-----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, Gucpsk2gXcKNDHJ9/v7Wuy5cElyRHwnvLtZrm1YxLvEPZwb2EmFBnJVXn2dmEkMp sM7xCNIHSPv+E3xvhkE0tA== 0001099343-07-000111.txt : 20070917 0001099343-07-000111.hdr.sgml : 20070917 20070917154531 ACCESSION NUMBER: 0001099343-07-000111 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070917 DATE AS OF CHANGE: 20070917 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: 071120054 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: 071120055 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 sctoamend16.txt SCHEDULE TO AMENDMENT NO. 16 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. EX-99.A72 2 exa72pressrelease.txt EXHIBIT (A)(72) PRESS RELEASE Exhibit (a)(72) LOLA BROWN TRUST ANNOUNCES RESULTS OF ITS TENDER OFFER FOR ALL OUTSTANDING COMMON STOCK OF NEUBERGER BERMAN REAL ESTATE INCOME FUND, INC. BOULDER, CO., September 17, 2007 - The Lola Brown Trust No. 1B (the "Trust") announced today the results of its tender offer (the "Offer") for all outstanding shares of common stock of Neuberger Berman Real Estate Income Fund Inc. (NYSE:NRL). The Offer, which expired on Friday September 14, 2007, resulted in approximately 2.46 million common shares being tendered, or approximately 59% of the Fund's outstanding common shares. The price to be paid for the tendered shares will be approximately $24.49 per share which is 99% of the Fund's net asset value ("NAV") per share as determined at the close of trading on the New York Stock Exchange on September 14, 2007. The NAV at the close of trading on September 14, 2007 was $ 24.74 per share, as reported by the Fund. As a result of the Offer, the Trust will have acquired a majority and controlling interest in the Fund. MacKenzie Partners, Inc. is acting as the information agent and The Colbent Corporation is the depository. Stockholders can find information regarding the Fund's current NAV at the Fund's website at https://www.nb.com/public/DMA/html/prices_adv_all_closed_end_funds_daily.html. Stockholders can also contact MacKenzie Partners, Inc. at (800) 322-2885 (toll-free), (212) 929-5500 (collect), or from the SEC's web site at http://www.sec.gov for information about the Fund's NAV. Forward Looking Statements Any statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties; actual results may differ from the forward-looking statements. Sentences or phrases that use such words as "believes," "anticipates," "plans," "may," "hopes," "can," "will," "expects," "is designed to," "with the intent," "potential" and others indicate forward-looking statements, but their absence does not mean that a statement is not forward-looking. The Lola Brown Trust No. 1B undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Contact: The Lola Brown Trust No. 1B Media Contact: Nicole Murphey Legal Contact: Joel L. Terwilliger, Esq. (303) 449-0426 -----END PRIVACY-ENHANCED MESSAGE-----