UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
DATE OF REPORT (Date of earliest event reported): April 22, 2002
NEUBERGER BERMAN INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 001-15361
DELAWARE 06-1523639
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
605 Third Avenue
New York, NY 10158
(Address of principal executive offices)
(212) 476-9000
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On April 22, 2002, the Board of Directors of Neuberger Berman Inc. (the
"Corporation") and its Audit Committee decided to no longer engage Arthur
Andersen LLP ("Arthur Andersen") as the Corporation's independent public
accountants and engaged KPMG LLP ("KPMG") to serve as the Corporation's
independent public accountants for 2002.
Arthur Andersen's reports on the Corporation's consolidated financial
statements for each of the years ended 2001 and 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles. Arthur
Andersen's report on the Corporation's consolidated financial statements
for 2001 was issued on an unqualified basis in conjunction with the
publication of the Corporation's Annual Report on Form 10-K.
During the years ended December 31, 2001 and 2000 and through the date
hereof, there were no disagreements with Arthur Andersen on any matter of
accounting principle or practice, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Arthur Andersen's
satisfaction would have caused them to make reference to the subject
matter in connection with their report on the Corporation's consolidated
financial statements for such years; and there were no reportable events
as defined in Item 304(a)(1)(v) of Regulation S-K.
The Corporation provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter,
dated April 23, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date
hereof, the Corporation did not consult KPMG with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on the Corporation's consolidated financial statements, or any other
matters or reportable events as set forth in Items 304(a)(2)(i) and (ii)
of Regulation S-K.
ITEM 5. OTHER EVENTS
On April 22, 2002, Neuberger Berman Inc. (the "Corporation"), announced
that it entered into an agreement with Lipper & Company, which would
result in the Lipper high yield bond team joining one of the Corporation's
subsidiaries. A copy of the press release issued by the Corporation is
attached as Exhibit 99.1 and incorporated herein by reference.
On April 23, 2002, the Corporation announced that its Board of Directors
declared the Corporation's cash dividend for the first quarter of 2002, in
the amount of $0.075 per share. The dividend will be payable on May 14,
2002, to stockholders of record at the close of business on May 2, 2002. A
copy of the press release issued by the Corporation is attached as Exhibit
99.3 and incorporated herein by reference.
Also, on April 23, 2002, the Corporation announced that its Board of
Directors authorized the repurchase of up to an additional $75 million of
the Corporation's common stock. A copy of the press release is attached as
Exhibit 99.4 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Document
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated April 23, 2002.
(99) Additional Exhibits
99.1 Press release issued by the Corporation on April 22, 2002,
with respect to an agreement with Lipper & Company.
99.2 Press release issued by the Corporation on April 23, 2002,
with respect to the announcement that the Corporation has
appointed KPMG LLP as its independent auditors.
99.3 Press release issued by the Corporation on April 23, 2002,
with respect to the declaration of its first quarter cash
dividend.
99.4 Press release issued by the Corporation on April 23, 2002,
with respect to the authorization to repurchase up to an
additional $75 million of its common stock.
99.5 Press release issued by the Corporation on April 23, 2002,
reporting the Corporation's results of operations for the
quarter ended March 31, 2002.
ITEM 9. REGULATION FD DISCLOSURE
The Corporation is furnishing under Item 9 of this Current Report on
Form 8-K the information included as Exhibit 99.5 to this Report.
Exhibit 99.5 is the Corporation's press release, dated April 23, 2002,
reporting the Corporation's results of operations for the quarter
ended March 31, 2002.
The information in this Item 9 and the related Exhibit 99.5 are
furnished pursuant to Regulation FD, and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Neuberger Berman Inc.
(Registrant)
Date: April 23, 2002 By: /s/ Matthew S. Stadler
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Matthew S. Stadler
Chief Financial Officer
EXHIBIT INDEX
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 23, 2002.
99.1 Press release issued by Neuberger Berman Inc. on April 22, 2002,
with respect to an agreement with Lipper & Company.
99.2 Press release issued by Neuberger Berman Inc. on April 23, 2002,
with respect to the announcement that it has appointed KPMG LLP as
its independent auditors.
99.3 Press release issued by Neuberger Berman Inc. on April 23, 2002,
with respect to the declaration of its first quarter dividend.
99.4 Press release issued by Neuberger Berman Inc. on April 23, 2002,
with respect to the authorization to repurchase up to additional $75
million of its common stock.
99.5 Press release issued by Neuberger Berman Inc. on April 23, 2002,
reporting its results of operations for the quarter ended March 31,
2002.