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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE TO/A
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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NEUBERGER BERMAN INC.
(Name of Subject Company (Issuer))
NEUBERGER BERMAN INC.
LEHMAN BROTHERS HOLDINGS INC.
(Names of Filing Persons (Issuer))
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon-Senior)
(Title of Class of Securities)
641234 AA7
641234 AC3
(CUSIP Number of Class of Securities)
Kevin Handwerker, Esq. Jeffrey A. Welikson, Esq.
Senior Vice President, Secretary Vice President/Secretary
and General Counsel Lehman Brothers Holdings Inc.
Neuberger Berman Inc. 399 Park Avenue, 11th Floor
605 Third Avenue New York, New York 10022
New York, New York 10158 (212) 526-7000
(212) 476-9000
(Name, address, and telephone number of person
authorized to receive notices and
communications on behalf of filing persons)
with a copy to:
Andrew R. Keller, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
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CALCULATION OF FILING FEE
Transaction Valuation*: $146,542,801.90 Amount of Filing Fee**: $11,856
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* Calculated solely for purposes of determining the filing fee. The
purchase price of the Liquid Yield Option(TM) Notes due 2021 (Zero
Coupon-Senior), as described herein, is $881.54 per $1,000 principal
amount at maturity outstanding. As of November 14, 2003, there was
approximately $166,235,000 in aggregate principal amount at maturity
outstanding, resulting in an aggregate maximum purchase price of
$146,542,801.90.
** The amount of the filing fee was calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, and equals
$80.90 for each $1,000,000 of the value of the transaction.
|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: $11,856 Filing Party: Neuberger Berman Inc.
Lehman Brothers Holdings Inc.
Form or Registration No.: Schedule TO-I Date Filed: November 17, 2003
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this
statement relates:
|_| third-party tender offer subject to 14d-1. |_| going-private transaction subject to Rule
13e-3.
|X| issuer tender offer subject to Rule 13e-4. |_| 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|
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
November 17, 2003, as amended (the "Schedule TO") relating to the right of the
Holders of the Liquid Yield Option(TM) Notes due 2021 (Zero Coupon-Senior)
originally issued by Neuberger Berman Inc. ("Old Neuberger") on May 4, 2001 (the
"Securities") to cause Neuberger Berman Inc. (formerly known as Ruby Acquisition
Company), a Delaware corporation ("New Neuberger") and a direct wholly owned
subsidiary of Lehman Brothers Holdings Inc. ("Holdings"), to purchase, in whole
or in part, their Securities upon the terms and subject to the conditions
described in the Indenture that governs the Securities, the Securities, the
revised Change in Control Notice, the related Amended Change in Control Purchase
Notice, and the related offer materials filed as Exhibits to the Schedule TO.
(The Amended Change in Control Notice, the related revised Change in Control
Purchase Notice, and the related offer materials, as amended or supplemented
from time to time, are collectively referred to as the "Put Option Materials").
Capitalized terms used herein without definition have the meanings assigned to
them in the Put Option Materials.
New Neuberger and Holdings have been advised by the trustee and tender
agent, The Bank of New York, that, as of 9:00 a.m., New York City time, on
Tuesday, December 16, 2003, Securities with an aggregate principal amount at
maturity of $25,000 were validly tendered and not withdrawn and have been
purchased by New Neuberger for an aggregate purchase price of $22,038.50.
Accordingly, $166,210,000 principal amount at maturity of the Securities remain
outstanding.
This Amendment No. 2 to the Schedule TO is being filed in satisfaction
of the reporting requirements of Rule 13e-4(c)(4) promulgated under the
Securities Exchange Act of 1934, as amended.
The term "Liquid Yield Option" is a trademark of Merrill Lynch & Co.,
Inc.
Items 1 through 11.
Not applicable.
Item 12. Exhibits.
(a)(1)(A)* Change in Control Notice to Holders of Neuberger Berman Inc.
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon-Senior), dated
November 17, 2003.
(a)(1)(B)* Form of Change in Control Purchase Notice.
(a)(1)(C)* Form of Notice of Withdrawal.
(a)(1)(D)* Form W-9.
(a)(5)(A)* Press Release, dated November 17, 2003, of Neuberger Berman Inc.
(a)(1)(E)* Amended Change in Control Notice, dated December 2, 2003.
(a)(1)(F)* Amended Form of Change in Control Purchase Notice.
(a)(1)(G)* Amended Form of Notice of Withdrawal.
(b) Not applicable.
(d)(1) Indenture, dated as of May 4, 2001, between Old Neuberger and the
Trustee, relating to the Securities, incorporated by reference to
Exhibit 4.3 to Old Neuberger's Quarterly Report on Form 10-Q, for
the quarter ended March 31, 2001, as filed with the Securities
and Exchange Commission on May 15, 2001.
(d)(2) First Supplemental Indenture to the Indenture, dated as of May 2,
2002, between Old Neuberger and the Trustee, incorporated by
reference to Exhibit 4.5 to Old Neuberger's Quarterly Report on
Form 10-Q, for the quarter ended March 31, 2002, as filed with
the Securities and Exchange Commission on May 15, 2002.
(d)(3) Second Supplemental Indenture to the Indenture, dated as of
November 1, 2002, between Old Neuberger and the Trustee,
incorporated by reference to the exhibits filed with Old
Neuberger's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 1, 2002.
(d)(4) Third Supplemental Indenture to Indenture, dated as of October
31, 2003, between Old Neuberger, New Neuberger, Holdings and the
Trustee, incorporated by reference to Exhibit 4.1 to Old
Neuberger's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 31, 2003.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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SIGNATURE
After due 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.
NEUBERGER BERMAN INC.
By: /s/ Maxine Gerson
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Name: Maxine Gerson
Title: Assistant Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Vice President
Dated: December 17, 2003
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EXHIBIT INDEX
(a)(1)(A)* Change in Control Notice to Holders of Neuberger Berman Inc.
Liquid Yield Option(TM) Notes due 2021 (Zero Coupon-Senior), dated
November 17, 2003.
(a)(1)(B)* Form of Change in Control Purchase Notice.
(a)(1)(C)* Form of Notice of Withdrawal.
(a)(1)(D)* Form W-9.
(a)(5)(A)* Press Release, dated November 17, 2003, of Neuberger Berman Inc.
(a)(1)(E)* Amended Change in Control Notice, dated December 2, 2003.
(a)(1)(F)* Amended Form of Change in Control Purchase Notice.
(a)(1)(G)* Amended Form of Notice of Withdrawal.
(b) Not applicable.
(d)(1) Indenture, dated as of May 4, 2001, between Old Neuberger and the
Trustee, relating to the Securities, incorporated by reference to
Exhibit 4.3 to Old Neuberger's Quarterly Report on Form 10-Q, for
the quarter ended March 31, 2001, as filed with the Securities
and Exchange Commission on May 15, 2001.
(d)(2) First Supplemental Indenture to the Indenture, dated as of May 2,
2002, between Old Neuberger and the Trustee, incorporated by
reference to Exhibit 4.5 to Old Neuberger's Quarterly Report on
Form 10-Q, for the quarter ended March 31, 2002, as filed with
the Securities and Exchange Commission on May 15, 2002.
(d)(3) Second Supplemental Indenture to the Indenture, dated as of
November 1, 2002, between Old Neuberger and the Trustee,
incorporated by reference to the exhibits filed with Old
Neuberger's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on November 1, 2002.
(d)(4) Third Supplemental Indenture to Indenture, dated as of October
31, 2003, between Old Neuberger, New Neuberger, Holdings and the
Trustee, incorporated by reference to Exhibit 4.1 to Old
Neuberger's Current Report on Form 8-K, as filed with the
Securities and Exchange Commission on October 31, 2003.
(g) Not applicable.
(h) Not applicable.
* Previously filed.
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