Filed Pursuant to Rule 424(b)(3)
File Number 333-66498
PROSPECTUS SUPPLEMENT NO. 1
---------------------------
$175,000,000
Neuberger Berman Inc.
Liquid Yield Option(TM) Notes due 2021
(Zero Coupon-Senior)
And
Common Stock Issuable Upon
Conversion and/or Purchase of the LYONs
This prospectus supplement supplements the prospectus dated August 20,
2001 of Neuberger Berman Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of our securityholders' interests) of
up to $175,000,000 aggregate principal amount at maturity of LYONs and the
common shares issuable upon conversion, and/or purchase by us, of the LYONs. You
should read this prospectus supplement in conjunction with the prospectus. This
prospectus supplement is qualified in its entirety by reference to the
prospectus, except to the extent that the information in this prospectus
supplement supersedes the information contained in the prospectus. Capitalized
terms used in this prospectus supplement and not otherwise defined herein have
the meanings specified in the prospectus.
The table of selling securityholders contained on page 44 of the
prospectus is hereby amended to add the entities who are named below as selling
securityholders.
Aggregate
Principal Amount Number of Shares
of LYONs at Percentage of of Common Stock Percentage of
Maturity that LYONs That May Be Sold Common Stock
Name May be Sold Outstanding (1) Outstanding (2)
---- ---------------- ------------- ----------------- ---------------
Onyx Fund Holdings, LDC $18,500,000 10.57% 256,926 *
Salomon Smith Barney Inc. 13,250,000 7.57% 184,014 *
Additionally, the following represents updated information regarding
the selling securityholders listed in the selling securityholders table in the
prospectus.
Aggregate
Principal Amount Number of Shares
of LYONs at Percentage of of Common Stock Percentage of
Maturity that LYONs That May Be Sold Common Stock
Name May be Sold Outstanding (1) Outstanding (2)
---- ---------------- ------------- ----------------- ---------------
Argent Classic Convertible Arbitrage Fund
(Bermuda) Ltd. $ 0 0.00% 0 *
Argent Convertible Arbitrage Fund Ltd. 0 0.00% 0 *
CALAMOS(R)Convertible Growth and Income
Fund--CALAMOS(R)Investment Trust 0 0.00% 0 *
Highbridge International LLC 0 0.00% 0 *
Jackson County Employees' Retirement System 0 0.00% 0 *
Lakeshore International, Ltd. 10,600,000 6.06% 147,211 *
McMahan Securities Co. L.P. 9,100,000 5.20% 126,379 *
Nomura Securities International, Inc. 14,000,000 8.00% 194,430(3) *
Quattro Fund, Ltd. 0 0.00% 0 *
State of Florida, Office of the Treasurer 0 0.00% 0 *
Triborough Partners QP LLC 0 0.00% 0 *
All other holders of LYONs or future
transferees, pledgees, donees,
assignees or successors of any such
holders(6)(7) 6,300,000 3.60% 87,493 *
-------------------
* Less than 1%.
(1) Calculated assuming only the conversion of all of the holder's LYONs at a
conversion rate of 13.8879 shares of common stock per $1,000 principal
amount at maturity of the LYONs (giving effect to the three-for-two stock
split paid in shares of our common stock on August 16, 2001 to
stockholders of record on August 1, 2001). This conversion rate is subject
to adjustment, however, as described under "Description of the
LYONs--Conversion Rights." As a result, the number of shares of common
stock issuable upon conversion of the LYONs may increase or decrease in
the future. The number in this column does not include common stock that
we may issue upon purchase of LYONs by us at the option of the holder nor
does it include any other shares of common stock otherwise held by each
such holder.
(2) Calculated based on 70,660,723 shares of common stock outstanding as of
July 27, 2001. In calculating this amount, we treated as outstanding that
number of shares of common stock issuable upon conversion of all of a
particular holder's LYONs. However, we did not assume the conversion of
any other holder's LYONs.
(3) Does not include 5,317 shares of common stock beneficially owned by Nomura
Securities International, Inc. that are in addition to the shares issuable
upon conversion of the LYONs.
(6) Information about other selling securityholders will be set forth in
prospectus supplements, if required.
(7) Assumes that any other holders of LYONs, or any future transferees,
pledgees, donees, assignees or successors of or from any such other holders
of LYONs, do not beneficially own any common stock other than the common
stock issuable upon conversion of the LYONs at the initial conversion rate.
The information contained in this prospectus supplement regarding the
selling securityholders has been prepared from information given to us by those
selling securityholders on or prior to the date of this prospectus supplement.
Investing in the LYONs involves risks that are described in the "Risk
Factors" section beginning on page 9 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is September 4, 2001
(TM)Trademark of Merrill Lynch & Co., Inc.
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