Filed Pursuant to Rule 424(b)(3)
File Number 333-66498
PROSPECTUS SUPPLEMENT NO. 5
---------------------------
$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., as supplemented September 4, 2001, September 17, 2001,
November 12, 2001 and May 28, 2002 (as supplemented prior to the date hereof,
the "prospectus"), 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.
When we use the term "we" in this prospectus supplement, we mean Neuberger
Berman Inc., a Delaware corporation.
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 Common Stock Percentage of
Maturity that May of LYONs That May Be Sold Common Stock
Name be Sold Outstanding (1) Outstanding (2)
---- ----------------- ----------- ----------------- ---------------
TQA Master Fund, Ltd. ........................... $1,540,000 * 21,387 *
TQA Master Plus Fund, Ltd........................ 770,000 * 10,693 *
Zurich Institutional Benchmarks Master Fund c/o
TQA Investors, LLC............................ 300,000 * 4,166 *
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 Common Stock Percentage of
Maturity that May of LYONs That May Be Sold Common Stock
Name be Sold Outstanding (1) Outstanding (2)
---- ----------------- ----------- ----------------- ---------------
All other holders of LYONs or future transferees,
pledgees, donees, assignees or successors of
any such holders(6)(7)......................... 125,192,000 75.30% 1,738,653 2.41%
Total.......................................... 166,260,000 100.00% 2,309,002 3.17%
-------------------
* Less than 1%.
[Footnotes in this prospectus supplement correspond to the footnotes in the prospectus.]
(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 70,417,805 shares of common stock outstanding as of April 30, 2002. 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.
(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 the
prospectus or this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is June 28, 2002.
(TM)Trademark of Merrill Lynch & Co., Inc.
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