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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
_________________
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, Vice President/Secretary
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
_________________
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 $881.53 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.
|_| 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: Not applicable Filing Party: Not applicable
Form or Registration No.: Not applicable Date Filed: Not applicable
|_| 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 |_| going-private transaction
to 14d-1. subject to Rule 13e-3.
|X| issuer tender offer subject to |_| amendment to Schedule 13D
Rule 13e-4. under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO ("Schedule TO") relates 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"), to
purchase, in whole or in part, their Securities upon the terms and subject to
the conditions described herein. The Securities were issued pursuant to an
Indenture, dated as of May 4, 2001, as supplemented by the First Supplemental
Indenture, dated as of May 2, 2002, as further supplemented by the Second
Supplemental Indenture, dated as of November 1, 2002, between Old Neuberger and
The Bank of New York, a New York banking corporation, as trustee (the "Trustee")
(collectively, the "Original Indenture").
On October 31, 2003, Old Neuberger was merged with and into New
Neuberger (the "Merger"), pursuant to the terms of the Agreement and Plan of
Merger, dated as of July 21, 2003, as amended by the First Amendment to
Agreement and Plan of Merger, dated as of September 22, 2003, among Lehman
Brothers Holdings Inc., a Delaware corporation ("Holdings"), New Neuberger and
Old Neuberger (the "Merger Agreement"), with New Neuberger surviving the Merger
as a direct wholly owned subsidiary of Holdings. On October 31, 2003, New
Neuberger, Old Neuberger, Holdings and the Trustee entered into a Third
Supplemental Indenture (the "Third Supplemental Indenture"), pursuant to which
New Neuberger succeeded to, and was substituted for all the rights and
obligations of, Old Neuberger under the Original Indenture. The Original
Indenture, as supplemented by the Third Supplemental Indenture, is referred to
herein as the "Indenture." Capitalized terms used herein without definition have
the meanings assigned to them in the Indenture.
By virtue of the Merger, a Change in Control (as defined in the
Indenture) has occurred. On November 17, 2003, pursuant to the requirements of
the Indenture, New Neuberger transmitted a Change in Control Notice to the
Trustee and each Holder. As a result of the Change in Control, each Holder of
Securities has the option to require New Neuberger to repurchase, in whole or in
part, his Securities on Tuesday, December 16, 2003, at a price equal to the
Issue Price plus accrued Original Issue Discount plus accrued and unpaid
interest (the "Put Option"), as more fully described in, and upon the terms and
subject to the conditions set forth in, the Indenture, the Securities, the
Change in Control Notice and the related offer materials filed as Exhibits to
this Schedule TO. (The Change in Control Notice and related offer materials, as
amended or supplemented from time to time, are collectively referred to as the
"Put Option Materials").
Pursuant to the terms of the Merger Agreement, each share of common
stock, par value $0.01 per share, of Old Neuberger outstanding immediately prior
to the effective time of the Merger, was converted into the right to receive (a)
$9.49 in cash without interest and (b) 0.4741 shares of common stock, par value
$0.10 per share, of Holdings (the "Merger Consideration").
The Put Option will expire at 5:00 p.m., New York City time, on Monday,
December 15, 2003. This Schedule TO is intended to satisfy the disclosure
requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
The term "Liquid Yield Option" is a trademark of Merrill Lynch & Co.,
Inc.
Items 1 through 9.
By virtue of the Third Supplemental Indenture, New Neuberger succeeded
to, and was substituted for all of the rights and obligations under the
Indenture of, Old Neuberger as the issuer of the Securities. Accordingly, New
Neuberger is obligated to purchase, at the option of the Holders, any or all of
the Securities if tendered by the Holders under the terms and subject to the
conditions set forth in the Indenture, the Securities and the Put Option
Materials. As permitted by General Instruction F to Schedule TO, all of the
information set forth in the Put Option Materials is incorporated by reference
into this Schedule TO.
In addition, as a result of the Merger, each $1,000 Principal Amount at
Maturity of the Securities is convertible at any time until November 17, 2003,
into cash and stock equal to $131.80 and 6.5843 shares of
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common stock, par value $0.10 per share, of Holdings (the "Conversion Amount").
Notice of the commencement of such conversion right was transmitted to the
Trustee and each Holder and filed with the SEC as an exhibit to Old Neuberger's
Current Report on Form 8-K on October 16, 2003. Notice of the adjustment of the
Conversion Amount to reflect the Merger Consideration as described above was
transmitted to the Trustee and each Holder on November 4, 2003. The Securities,
when and if they may otherwise become convertible in the future, will be
convertible into the Conversion Amount, subject to further adjustment in certain
events as described in the Indenture and the Securities.
On November 3, 2003, New Neuberger solicited consents from holders of
the Securities that are institutional accredited investors with respect to an
amendment to the Indenture that would replace New Neuberger's obligations to
deliver financial information, including the obligation to deliver to the
Trustee the annual, quarterly and other reports that it is required to file with
the Securities and Exchange Commission (the "SEC") pursuant to Sections 13 or
15(d) of the Exchange Act with similar obligations of Holdings. The consent
solicitation expired on November 13, 2003; however, New Neuberger intends to
extend the deadline. If this amendment were effected, Holdings would provide a
full and unconditional guarantee of New Neuberger's payment obligations under
the Securities. No assurance can be given that the necessary consents to effect
this amendment will be received.
New Neuberger maintains its principal executive offices at 605 Third
Avenue, New York, New York 10158. The telephone number there is (212) 476-9000.
Holdings maintains its principal executive offices at 745 Seventh Avenue, New
York, New York 10019. The telephone number there is (212) 526-7000.
Item 10. Financial Statements.
(a) Pursuant to Instruction 2 in Item 10 to Schedule TO, New Neuberger
believes that its financial condition is not material to a holder's decision
whether to put the Securities to New Neuberger because the consideration being
paid to holders surrendering Securities consists solely of cash, the Put Option
is not subject to any financing conditions, and the Put Option applies to all
outstanding Securities. Additionally, Holdings, New Neuberger's direct corporate
parent, is a public reporting company under Section 13(a) or 15(d) of the
Exchange Act, and Old Neuberger was, and New Neuberger will continue to be for
the remainder of the current fiscal year, a public reporting company under
Section 13(a) or 15(d) of the Exchange Act. Each of Holdings, Old Neuberger and
New Neuberger files or did file, as the case may be, all of their respective
reports electronically on EDGAR.
(b) Not applicable.
Item 11. Additional Information.
(a) Not applicable.
(b) Not applicable.
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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.
(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.
Item 13. Information Required by Schedule 13E-3.
(a) Not applicable.
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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
----------------------------
Name: Maxine Gerson
Title: Assistant Secretary
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
----------------------------
Name: Barrett S. DiPaolo
Title: Vice President
Dated: November 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.
(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.
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