-----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, Wa5l2Qttap+vuWyEEsWbxsM3GtVVq9GDiNSj4njEaUSFTf1uWCmp7TdJNMjm2gcF ylppyGUq5tMr9SRYK4Q47Q== 0000733553-98-000385.txt : 19980707 0000733553-98-000385.hdr.sgml : 19980707 ACCESSION NUMBER: 0000733553-98-000385 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980706 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CABOT CORP CENTRAL INDEX KEY: 0000016040 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 042271897 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-10330 FILM NUMBER: 98660557 BUSINESS ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109-1806 BUSINESS PHONE: 6173450100 MAIL ADDRESS: STREET 1: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 82109 FORMER COMPANY: FORMER CONFORMED NAME: CABOT GODFREY L INC DATE OF NAME CHANGE: 19680418 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER & BERMAN LLC /ADV CENTRAL INDEX KEY: 0000733553 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 135521910 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 605 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10158-3698 BUSINESS PHONE: 2124769000 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: NEUBERGER & BERMAN L P /ADV DATE OF NAME CHANGE: 19940411 SC 13G/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CABOT CORP. (Name of Issuer) Common (Title of Class of Securities) 127055101 (CUSIP Number) June 26, 1998 (Date of Event Which Requires Filing of the Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 127055101 13G Page 2 of 5 Pages 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neuberger & Berman, LLC 13-5521910 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /X/ 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 182,743 6) SHARED VOTING POWER 6,641,300 7) SOLE DISPOSITIVE POWER 0 8) SHARED DISPOSITIVE POWER 6,844,043 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,844,043 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 24,150 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 10.08 12) TYPE OF REPORTING PERSON* BD/IA CUSIP No. 127055101 13G Page 2A of 5 Pages 1) NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neuberger & Berman Guardian Portfolio 13-3697434 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /X/ 3) SEC USE ONLY 4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5) SOLE VOTING POWER 0 6) SHARED VOTING POWER 3,697,600 7) SOLE DISPOSITIVE POWER 0 8) SHARED DISPOSITIVE POWER 3,697,600 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,697,600 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.45 12) TYPE OF REPORTING PERSON* IV CUSIP No. 127055101 13G Page 3 of 5 Pages Item 1. (a) Name of Issuer: CABOT CORP. Item 1 (b) Address of Issuer's Principal Executive Offices: 75 State Street, Boston, MA 82109 Item 2. (a) Name of Person Filing: Neuberger & Berman, LLC Neuberger & Berman Management Inc. Neuberger & Berman Guardian Portfolio Item 2 (b) Address of Principal Business Office: 605 Third Ave., New York, NY, 10158-3698 Item 2 (c) Citizenship: USA Item 2 (d) Title of Class of Securities: Common Item 2 (e) CUSIP Number: 127055101 Item 3. (a) /X/ Broker or Dealer registered under Section 15 of the Act Item 3 (b) /X/ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 3 (c) /X/ Investment Company registered under Section 8 of the Investment Company Act Item 4. Ownership: (a) Amount Beneficially Owned: 6,844,043 (b) Percent of Class: 10.08 CUSIP No. 127055101 13G Page 4 of 5 Pages (c) Number of Shares as to which such person has: (I) Sole Power to vote or to direct the vote: 182,743 (II) Shared Power to vote or to direct the vote: 6,641,300 (III) Sole Power to dispose or to direct the disposition of: 0 (IV) Shared Power to dispose or to direct the disposition of: 6,844,043 Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another: Neuberger & Berman, LLC is deemed to be a beneficial owner for purpose of Rule 13(d) since it has shared power to make decisions whether to retain or dispose of, and in some cases the sole power to vote the securities of many unrelated clients. Neuberger & Berman, LLC does not, however, have any economic interest in the securities of those clients. The clients are the actual owners of the securities and have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. Principal(s) of Neuberger & Berman, LLC own 24,150 shares. Principal(s) own these shares in their own personal securities accounts. Neuberger & Berman, LLC disclaims beneficial ownership of these shares since; these shares were purchased with each principal(s)' personal funds and each principal has exclusive dispositive and voting power over the shares held in their respective accounts. With regard to the shares set forth under Item 4.(c)(II), 3,697,600 shares or 5.45% of the outstanding are beneficially owned by Neuberger & Berman Guardian Portfolio, a series of Equity Managers Trust. Neuberger & Berman, LLC and Neuberger & Berman Management Inc. are deemed to be beneficial owners of these shares for purposes of Rule 13(d) since they both have shared power to make decisions whether to retain or dispose of the securities. Neuberger & Berman, LLC and Neuberger & Berman Management Inc. serve as sub-adviser and investment manager, respectively, of Neuberger & Berman Guardian Portfolio, which holds such shares in the ordinary course of its business and not with the purpose nor with the effect of changing or influencing the control of the issuer. With regard to the balance of the shares set forth under Item 4.(c)(II), Neuberger & Berman, LLC and Neuberger & Berman Management Inc. are deemed to be the beneficial owners for the purposes of Rule 13(d), since they have power to make decisions whether to retain or dispose of securities held by Neuberger & Berman's various other Funds. Neuberger & Berman, LLC is the sub-advisor to the aforementioned Funds. No other Neuberger & Berman, LLC advisory client has an interest of more than 5% of the issuer. It should be further noted that the share calculation under item 4.(c)(IV) is derived from a total combination of the shares set forth under Item 4.(c)(I and II). The remaining balance of shares, if any, are for individual client accounts over which Neuberger & Berman, LLC has shared power to dispose. CUSIP No. 127055101 13G Page 5 of 5 Pages Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature: 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. In addition, the undersigned hereby agree that the Schedule 13G filed herewith is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended, on behalf of each of them. Date: July 6, 1998 Neuberger & Berman, LLC By:_____________________________ C. Carl Randolph Principal and General Counsel ______________________________ Name/Title Neuberger & Berman Management Inc. By: :_____________________________ Michael Weiner Senior Vice President Neuberger & Berman Guardian Portfolio, a Series of Equity Managers Trust By: :_____________________________ Michael Weiner Vice President -----END PRIVACY-ENHANCED MESSAGE-----