UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
Neuberger Berman Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
641234 10 9
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(CUSIP Number)
Jeffrey A. Welikson, Esq.
Secretary
Lehman Brothers Holdings Inc.
399 Park Avenue, 11th Floor
New York, NY 10022
(212) 526-0858
Copy to:
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John G. Finley, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 21, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box .
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
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CUSIP No. 641234 10 9 Page 2 of 14
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Item 1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lehman Brothers Holdings Inc.
13-3216325
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Item 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
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Item 3. SEC USE ONLY
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Item 4. SOURCES OF FUNDS
OO
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Item 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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Item 6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES Item 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 20,591
OWNED BY -----------------------------------------------------------
EACH Item 8. SHARED VOTING POWER
REPORTING
PERSON 9,537,011
WITH -----------------------------------------------------------
Item 9. SOLE DISPOSITIVE POWER
20,591
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Item 10. SHARED DISPOSITIVE POWER
0
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Item 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,557,602
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Item 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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Item 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.65%
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Item 14. TYPE OF REPORTING PERSON*
HC/CO
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CUSIP No. 641234 10 9 Page 3 of 14
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Item 1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lehman Brothers Inc.
13-2518466
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Item 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
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Item 3. SEC USE ONLY
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Item 4. SOURCES OF FUNDS
WC/OO
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Item 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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Item 6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES Item 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 20,591
OWNED BY -----------------------------------------------------------
EACH Item 8. SHARED VOTING POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------
Item 9. SOLE DISPOSITIVE POWER
20,591
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Item 10. SHARED DISPOSITIVE POWER
0
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Item 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,591
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Item 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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Item 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
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Item 14. TYPE OF REPORTING PERSON*
HC/CO
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Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, par value
$0.01 per share ("Neuberger Common Stock"), of Neuberger Berman Inc., a
Delaware corporation ("Neuberger"). Neuberger's principal executive offices
are at 605 Third Avenue, New York, NY 10158.
Item 2. Identity and Background.
This statement is filed on behalf of the following Reporting Persons:
Lehman Brothers Holdings Inc., a Delaware corporation ("Holdings")
745 Seventh Avenue
New York, NY 10019
Holdings, through its subsidiaries is one of the leading global investment
banks, serving institutional, corporate, government and high-net-worth clients.
Holdings is the direct 100% parent of Lehman Brothers Inc.
Lehman Brothers Inc., a Delaware corporation ("LBI")
745 Seventh Avenue
New York, NY 10019
LBI is a broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934 and is a wholly owned subsidiary of Holdings.
The names, residence or business address, citizenships and present
principal occupations or employment of the executive officers and directors of
the Reporting Persons are set forth in Annex A hereto.
During the last five years, none of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any person named in Annex A, has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) except as set forth in Annex B attached hereto and
incorporated herein by reference, a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
Holdings, Ruby Acquisition Company, a Delaware corporation and a direct
wholly owned subsidiary of Holdings ("Merger Sub"), and Neuberger have entered
into an Agreement and Plan of Merger, dated as of July 21, 2003 (the "Merger
Agreement"), providing for the merger of Neuberger with and into Merger Sub
(the "Merger"), with Merger Sub surviving the Merger as a wholly owned
subsidiary of Holdings; provided that if Holdings makes a "reverse merger
election" under the Merger Agreement, Merger Sub will be merged into Neuberger,
with Neuberger surviving as a wholly owned subsidiary of Holdings. Pursuant to
the Merger Agreement, each share of Neuberger Common Stock will be exchanged in
the Merger for the right to receive $9.49 in cash and a fractional share of
common stock, par value $0.10 per share, of Holdings, subject to determination
as provided in the Merger Agreement. It is currently expected that the cash
consideration paid by Holdings to the holders of Neuberger Common Stock
pursuant to the Merger Agreement will be financed by Holdings through available
working capital or other available sources of liquidity.
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CUSIP No. 641234 10 9 Page 5 of 14
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Concurrent with the execution and delivery of the Merger Agreement,
Holdings entered into a Voting Agreement, dated as of July 21, 2003 (the
"Voting Agreement"), with those stockholders of Neuberger signatory thereto
(the "Neuberger Stockholders"). Pursuant to the Voting Agreement, the
Neuberger Stockholders have agreed that until the termination of the Voting
Agreement, the Neuberger Stockholders will vote or cause to be voted the
shares of Neuberger Common Stock over which the Neuberger Stockholders have
voting power in favor of the approval and adoption of the Merger Agreement and
the Merger (as more fully described in Item 6).
The descriptions of the Merger Agreement and the Voting Agreement
contained in this Schedule 13D are qualified in their entirety by reference to
such agreements, which are incorporated by reference as Exhibits 1 and 2
hereto, respectively.
Item 4. Purpose of Transaction.
The Neuberger Stockholders agreed to enter into the Voting Agreement to
induce Holdings, Merger Sub and Neuberger to enter into the Merger Agreement
and to consummate the transactions contemplated by the Merger Agreement,
including without limitation the Merger.
Other than as described above, none of the Reporting Persons currently has
any plans or proposals which relate to, or may result in, any of the matters
listed in Items 4(a)-(j) of Schedule 13D (although the Reporting Persons
reserve the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) and (b) As of July 21, 2003, the shares subject to the Voting
Agreement consisted of 9,537,011 shares of Neuberger Common Stock (the "Voting
Agreement Shares"), representing approximately 13.62% of the issued and
outstanding shares of Neuberger Common Stock as of July 18, 2003, as
represented by Neuberger in the Merger Agreement.
By virtue of the Voting Agreement, Holdings may be deemed to share with
the Neuberger Stockholders the power to vote or direct the voting of the Voting
Agreement Shares. However, the Reporting Persons are not entitled to any rights
as a stockholder of Neuberger as to the Voting Agreement Shares, and do not
have any right to dispose or direct the disposition of the Voting Agreement
Shares, except for the restrictions described in Item 6.
In addition, in the ordinary course of its business, LBI owns directly
20,591 shares of Neuberger Common Stock, as to which it has sole voting and
dispositive power (the "Owned Shares").
Under the rules and regulations of the Securities and Exchange Commission,
Holdings may be deemed to be the beneficial owner of the Owned Shares actually
owned by LBI.
Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as
amended (the "Act"), each Reporting Person hereby states that this Schedule
13D shall not be deemed an admission that such Reporting Person is, for the
purposes of Section 13(d) of the Act, the beneficial owner of any equity
securities of Neuberger (other than LBI with respect to the Owned Shares), and
the Reporting Persons expressly disclaim beneficial ownership of the Voting
Agreement Shares.
To the knowledge of the Reporting Persons, no shares of Neuberger Common
Stock are beneficially owned by any of the persons named in Annex A.
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CUSIP No. 641234 10 9 Page 6 of 14
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(c) Except as described in Annex C to this Schedule 13D, none of the
Reporting Persons, nor, to the knowledge of the Reporting Persons, any person
named in Annex A, has effected any transaction in the Neuberger Common Stock
during the past 60 days.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the Voting Agreement, and subject to the terms and conditions
contained therein, each Neuberger Stockholder has agreed that prior to the
termination of the Voting Agreement, at any meeting of the stockholders of
Neuberger, however called, in any action by written consent of the stockholders
of Neuberger, or in any other circumstances upon which such Neuberger
Stockholder's vote, consent or other approval is sought, such Neuberger
Stockholder shall vote the Other Shares (as defined in the Voting Agreement)
owned beneficially or of record by such Neuberger Stockholder: (a) in favor of
adoption of the Merger Agreement and approval of the terms thereof and of the
Merger and each of the other transactions contemplated thereby; (b) against any
action or agreement that the Reporting Person has provided such Neuberger
Stockholder with advance written notice is or would be reasonably likely to
result in any conditions to Neuberger's obligations under the Merger Agreement
not being fulfilled or would result in or would reasonably be likely to result
in a breach of any representation, warranty, covenant or agreement of Neuberger
under the Merger Agreement; (c) against any Acquisition Proposal (as defined in
the Merger Agreement); (d) against any amendments to the certificate of
incorporation or by-laws of Neuberger; and (e) against any other action or
agreement that is intended, or would reasonably be expected to, impede,
interfere with, delay or postpone the Merger or the transactions contemplated
thereby or change in any manner the voting rights of any class of stock of
Neuberger.
Each Neuberger Stockholder has also agreed that prior to the termination
of the Voting Agreement, at any "Preliminary Vote" of the Neuberger
Stockholders as defined in and pursuant to the terms of the Stockholders
Agreement, dated as of August 2, 1999, by and among Neuberger and the
Principals (as defined therein) and Family Affiliates (as defined therein)
signatory thereto (the "Neuberger Stockholders Agreement"), such Neuberger
Stockholder shall vote such Stockholder's Founder Shares (as defined in the
Voting Agreement) in the same manner required by clauses (a), (b), (c), (d)
and (e) of the preceding paragraph. Each Neuberger Stockholder has further
agreed, jointly and severally with respect to such Neuberger Stockholder's
Family Affiliates and/or Principal, as applicable, and severally and not
jointly with respect to other Neuberger Stockholders, to vote such Neuberger
Stockholder's Founder Shares at any full meeting of Neuberger's stockholders,
in accordance with the results of the applicable Preliminary Vote in
accordance with Article II of the Neuberger Stockholders Agreement.
Furthermore, except as provided for in the Neuberger Stockholders
Agreement, each Neuberger Stockholder, pursuant to the Voting Agreement, and
subject to the terms and conditions contained therein, has irrevocably granted
to and appointed, the Reporting Person and each of its designees, and each of
them individually as such Neuberger Stockholder's proxy and attorney-in-fact
(with full power of substitution) for and in the name, place and stead of such
Neuberger Stockholder, to vote the Other Shares or execute one or more written
consents or approvals in respect of such Other Shares: (a) in favor of the
Merger and the adoption of the Merger Agreement and the approval of its terms;
(b) against any action or agreement that would result in a breach of any
representation, warranty, covenant, agreement or any other obligation of
Neuberger under the Merger Agreement; (c) against any Acquisition Proposal;
(d) against any amendment to the certificate of incorporation or by-laws of
Neuberger; and (e) against any other action or agreement that is intended, or
would reasonably be expected, to impede, interfere
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CUSIP No. 641234 10 9 Page 7 of 14
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with, delay or postpone the Merger or the transactions contemplated thereby or
change in any manner the voting rights of any class of stock of Neuberger.
In connection with any Preliminary Vote, each Neuberger Stockholder
has irrevocably granted to and appointed, the Reporting Person and each of its
designees, and each of them individually as such Neuberger Stockholder's proxy
and attorney-in-fact (with full power of substitution) for and in the name,
place and stead of such Neuberger Stockholder, to vote the Founder Shares or
execute one or more written consents or approvals in respect of Founder Shares
in the same manner required by clauses (a), (b), (c), (d) and (e) of the
preceding paragraph.
Also pursuant to the Voting Agreement, and subject to the terms and
conditions contained therein, each Neuberger Stockholder has agreed that until
the termination of the Voting Agreement, except as otherwise specifically
contemplated by the Voting Agreement and except for the Neuberger Stockholders
Agreement, such Neuberger Stockholder shall not, and shall not offer or agree
to, sell, transfer, tender, assign, hypothecate or otherwise dispose of, grant
any proxy to, deposit any shares subject to the Voting Agreement into a voting
trust, enter into a voting trust agreement or create or permit to exist any
additional security interest, lien, claim, pledge, option, right of first
refusal, agreement, limitation on voting rights, charge or other encumbrance
of any nature whatsoever with respect to the shares subject to the Voting
Agreement.
Item 7. Material to be Filed as Exhibits.
EXHIBIT DESCRIPTION
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1 Agreement and Plan of Merger, dated as of July 21, 2003, among
Holdings, Merger Sub and Neuberger (incorporated by reference to
Exhibit 2.1 of Holdings' Current Report on Form 8-K filed
July 22, 2003).
2 Voting Agreement, dated as of July 21, 2003, by and among Holdings
and the Neuberger Stockholders (incorporated by reference to
Exhibit 2.2 of Holdings' Current Report on Form 8-K filed
July 22, 2003).
3 Joint Filing Agreement, dated July 31, 2003, among Holdings and LBI.
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CUSIP No. 641234 10 9 Page 8 of 14
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SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: July 31, 2003
Lehman Brothers Holdings Inc.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Vice President
Lehman Brothers Inc.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Senior Vice President
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CUSIP No. 641234 10 9 Page 9 of 14
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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1 Agreement and Plan of Merger, dated as of July 21, 2003, among
Holdings, Merger Sub and Neuberger (incorporated by reference
to Exhibit 2.1 of Lehman Brothers Holdings Inc.'s Current
Report on Form 8-K filed July 22, 2003).
2 Voting Agreement, dated as of July 21, 2003, by and among
Holdings and the Neuberger Stockholders (incorporated by
reference to Exhibit 2.2 of Lehman Brothers Holdings Inc.'s
Current Report on Form 8-K filed July 22, 2003).
3 Joint Filing Agreement, dated July 31, 2003, among Holdings
and LBI.
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CUSIP No. 641234 10 9 Page 10 of 14
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ANNEX A
NAME, PRINCIPAL OCCUPATION AND BUSINESS ADDRESS OF EACH DIRECTOR AND
EXECUTIVE OFFICER OF
THE REPORTING PERSONS
The name, business address and title with each of the Reporting Persons,
and present principal occupation or employment of each of the directors and
executive officers of each of the Reporting Persons are set forth below.
Except as indicated, each person's business address is c/o Lehman Brothers
Holdings Inc., 745 Seventh Avenue, New York, NY 10019. Except as noted below,
all are citizens of the United States of America.
LEHMAN BROTHERS HOLDINGS INC.
BOARD OF DIRECTORS
NAME TITLE/PRESENT PRINCIPAL OCCUPATION
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MICHAEL L. AINSLIE Private Investor and Former President and Chief
Executive Officer of Sotheby's Holdings
JOHN F. AKERS Retired Chairman of International Business
Machines Corporation
ROGER S. BERLIND Theatrical Producer
THOMAS H. CRUIKSHANK Retired Chairman and Chief Executive Officer of
Halliburton Company
RICHARD S. FULD, JR. Chairman and Chief Executive Officer
HENRY KAUFMAN President of Henry Kaufman & Company, Inc.
JOHN D. MACOMBER Principal of JDM Investment Group
DINA MERRILL Director and Vice Chairman of RKO Pictures,
Inc. and Actress
LEHMAN BROTHERS HOLDINGS INC.
EXECUTIVE OFFICERS
NAME TITLE
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JONATHAN BEYMAN Chief of Operations and Technology
RICHARD S. FULD, JR. Chairman and Chief Executive Officer
DAVID GOLDFARB Chief Financial Officer
JOSEPH M. GREGORY Chief Operating Officer
BRADLEY H. JACK Chief Operating Officer
THOMAS A. RUSSO Chief Legal Officer
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CUSIP No. 641234 10 9 Page 11 of 14
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LEHMAN BROTHERS INC.
BOARD OF DIRECTORS
NAME TITLE/PRESENT PRINCIPAL OCCUPATION
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HOWARD L. CLARK, JR. Vice Chairman
THOMAS H. CRUIKSHANK Retired Chairman and Chief Executive Officer of
Halliburton Company
FREDERICK FRANK Vice Chairman
RICHARD S. FULD, JR. Chairman and Chief Executive Officer
HARVEY M. KRUEGER Vice Chairman
SHERMAN R. LEWIS, JR. Vice Chairman
LEHMAN BROTHERS INC.
EXECUTIVE OFFICERS
NAME TITLE
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JONATHAN BEYMAN Chief of Operations and Technology
RICHARD S. FULD, JR. Chairman and Chief Executive Officer
DAVID GOLDFARB Chief Financial Officer
JOSEPH M. GREGORY Chief Operating Officer
BRADLEY H. JACK Chief Operating Officer
THOMAS A. RUSSO Chief Legal Officer and Vice Chairman
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CUSIP No. 641234 10 9 Page 12 of 14
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ANNEX B
Lehman Brothers has been involved in a number of civil proceedings which
concern matters arising in connection with the conduct of its business. Certain
of such proceedings have resulted in findings of violations of federal or state
securities laws. Each of these proceedings was settled by Lehman Brothers
consenting to the entry of an order without admitting or denying the
allegations in the complaint. All of such proceedings are reported and
summarized in the Schedule D to Lehman Brothers Inc.'s Form BD filed with the
Securities and Exchange Commission, which descriptions are hereby incorporated
by reference.
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CUSIP No. 641234 10 9 Page 13 of 14
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ANNEX C
The following describes transactions during the past 60 days by the Reporting
Persons in Neuberger Common Stock. These transactions were all ordinary course
broker-dealer activities engaged in by LBI consistent with its usual practices
and unrelated to the transactions contemplated by the Merger Agreement and
Voting Agreement. Substantially all of these transactions consisted of index
arbitrage; index rebalance trading; program trading relating to baskets of
securities; creation, redemption and balancing of exchange traded funds;
facilitation of customer trades; model-driven trading and error correction.
Number of High/Low Buy High/Low Sell
Buys Buy Volume Prices Number of Sells Sell Volume Prices
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CUSIP No. 641234 10 9 Page 14 of 14
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EXHIBIT 3
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JOINT FILING AGREEMENT
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By this Agreement, the undersigned agree that this Statement on Schedule
13D being filed on or about this date, and any subsequent amendments thereto
filed by any of us, with respect to the securities of Neuberger Berman Inc.,
is being filed on behalf of each of us.
DATED: July 31, 2003
Lehman Brothers Holdings Inc.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Vice President
Lehman Brothers Inc.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Senior Vice President