Filed by Lehman Brothers Holdings Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Neuberger Berman Inc.
Commission File No. 001-15361
Date: October 30, 2003
The attached document contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, (i) statements about the benefits
of the acquisition of Neuberger Berman by Lehman Brothers, including financial
and operating results, synergy benefits and any accretion to reported earnings
that may be realized from the acquisition; Lehman Brothers' and Neuberger
Berman's plans, objectives, expectations and intentions and other statements
contained in this presentation that are not historical facts; and (ii) other
statements identified by words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates" or words of similar meaning. These
forward-looking statements are based upon management's current beliefs or
expectations and are inherently subject to significant business, economic and
competitive uncertainties and contingencies and third-party approvals, many of
which are beyond our control. The following factors, among others, could cause
actual results to differ materially from those described in the forward-
looking statements: (1) whether the stockholders of Neuberger Berman approve
the proposed transaction; (2) the satisfaction of the other conditions
specified in the merger agreement, including without limitation the receipt of
required governmental and other third-party approvals of the proposed
transaction; (3) the ability to successfully combine the businesses of Lehman
Brothers and Neuberger Berman; (4) the realization of revenue and cost synergy
benefits from the proposed transaction; (5) operating costs, customer loss and
business disruption following the merger, including adverse effects on
relationships with employees; (6) changes in the stock market and interest
rate environment that affect revenues; and (7) competition. Lehman Brothers
and Neuberger Berman do not undertake any obligation to update any forward-
looking statement to reflect circumstances or events that occur after the date
such forward-looking statement is made.
The attached document shall not constitute an offer of any securities for
sale. The proposed transaction will be submitted to Neuberger Berman's
stockholders for their consideration. Lehman Brothers' Registration Statement
on Form S-4, which contains a proxy statement/prospectus, was filed with and
declared effective by the Securities and Exchange Commission ("SEC") on
October 1, 2003. Stockholders of Neuberger Berman are urged to read the
Registration Statement and proxy statement/prospectus contained within it and
any other relevant materials filed by Neuberger Berman or Lehman Brothers with
the SEC because they contain, or will contain, important information about
Neuberger Berman, Lehman Brothers and the transaction. Neuberger Berman
stockholders may obtain a free copy of the Registration Statement and proxy
statement/prospectus and other documents filed by Lehman Brothers and
Neuberger Berman with the SEC at the SEC's Internet site
(http://www.sec.gov/). Copies of these documents also can be obtained, without
charge, from Lehman Brothers, Investor Relations, 745 Seventh Avenue, New
York, New York 10019 (212-526-3267) or Neuberger Berman, Corporate
Communications, 605 Third Avenue, New York, New York 10158 (212-476-8125).
Lehman Brothers, Neuberger Berman and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Neuberger Berman in connection with the proposed
transaction. Information about the directors and executive officers of Lehman
Brothers is set forth in the proxy statement on Schedule 14A, dated
February 28, 2003, for Lehman Brothers' 2003 annual meeting of stockholders.
Information about directors and executive officers of Neuberger Berman and
their ownership of Neuberger Berman common stock is set forth in the proxy
statement on Schedule 14A, dated April 16, 2003, for Neuberger Berman's 2003
annual meeting of stockholders. Additional information regarding participants
in the proxy solicitation may be obtained by reading the proxy
statement/prospectus regarding the proposed transaction.
* * *
On October 30, 2003, Lehman Brothers Holdings Inc. distributed a communication
to U.S. Portfolio Sales and Sales/Trading employees containing the following
information:
Subject: Discontinuation of Neuberger Research Sales
o Earlier today, NB announced that following the expected close of the
transaction with Lehman, they will no longer publish research to
external (sell-side) clients. This is due, in part, to regulatory
requirements under the industry-wide research settlement. NB
Research will be entirely focused on their (internal) asset
management businesses
o Sell-side firms will no longer receive NB research nor be able to
speak with NB Analysts nor attend meetings at NB where Analysts are
present.
o NB and LB are working closely with all of the people affected
through a transition process.
o Certain members of the NB Research Sales and Sale-Trading groups may
join corresponding groups at Lehman, and the process to identify
these people is underway.
o Most NB clients have Research Sales coverage at Lehman. For any
client that doesn't, Lehman will assign coverage.
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