Neuberger Berman Realty Income Fund Inc - Amended Statement of Beneficial Ownership (SC 13D/A)
March 11 2008 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 8 )
1
Neuberger Berman Realty
Income Fund Inc.
(Name of
Issuer)
Common Stock
,
par value $0.0001 per
share
(Title of
Class of Securities)
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65 East
55th Street
New York,
New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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
§ 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see
the
Notes
).
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
ARTHUR
D. LIPSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
WESTERN INVESTMENT ACTIVISM PARTNERS LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS PARTNERS, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
ROBERT
FERGUSON
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
1
|
NAME
OF REPORTING PERSON
SCOTT
FRANZBLAU
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
8
|
SHARED
VOTING POWER
|
9
|
SOLE
DISPOSITIVE POWER
|
10
|
SHARED
DISPOSITIVE POWER
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
14
|
TYPE
OF REPORTING PERSON
|
The
following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D
filed by the undersigned. This Amendment No. 8 amends the Schedule
13D as specifically set forth.
Item 4 is
hereby amended to add the following:
After the
close of business on March 7, 2008, the Issuer merged with and into Neuberger
Berman Real Estate Securities Income Fund Inc. (“NRO”) pursuant to which the
Reporting Persons received 1.409 shares of NRO common stock for each Share of
the Issuer beneficially owned by the Reporting Persons (the
“Merger”). Accordingly, the Reporting Persons no longer beneficially
own any Shares of the Issuer.
Item
5.
|
Interest in Securities
of the Issuer
.
|
Item 5(a)
is hereby amended and restated to read as follows:
As of the
date hereof the Reporting Persons do not beneficially own any securities of the
Issuer. All Shares previously reported as owned by the Reporting
Persons were exchanged for shares of NRO common stock in the
Merger.
(c) Schedule
A attached hereto reports all transactions in the Shares by the Reporting
Persons during the past 60 days. Unless otherwise noted all of such
transactions were effected in the open market.
Item 5(e)
is hereby amended and restated to read as follows:
As of the
date hereof, the Reporting Persons are no longer beneficial owners of more than
5% of the Shares.
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: March
11, 2008
|
WESTERN
INVESTMENT LLC
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
By:
|
Western
Investment LLC,
Its
General Partner
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
By:
|
Western
Investment LLC,
Its
Managing Member
|
|
|
|
By:
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
ARTHUR
D. LIPSON
|
|
BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.,
Its
Managing Member
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS PARTNERS, L.L.C.
|
|
|
|
By:
|
Benchmark
Plus Management, L.L.C.,
Its
Managing Member
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
|
BENCHMARK
PLUS MANAGEMENT, L.L.C.
|
|
|
|
By:
|
|
|
|
Name:
|
Scott
Franzblau
|
|
|
Title:
|
Managing
Member
|
|
|
|
By:
|
|
|
|
Name:
|
Robert
Ferguson
|
|
|
Title:
|
Managing
Member
|
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
Shares
of Common Stock
Purchased /
(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase /
Sale
|
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
4,500
|
|
15.3938
|
1/25/2008
|
1,100
|
|
15.7398
|
1/28/2008
|
23,800
|
|
16.0528
|
1/31/2008
|
3,900
|
|
16.5483
|
2/01/2008
|
(600)
|
|
15.3481
|
2/11/2008
|
(5,000)
|
|
15.3373
|
2/12/2008
|
(1,700)
|
|
15.1973
|
2/12/2008
|
(646,338)
*
|
|
--
|
3/10/2008
|
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
10,000
|
|
14.5528
|
1/23/2008
|
4,500
|
|
15.3938
|
1/25/2008
|
23,900
|
|
16.0528
|
1/31/2008
|
4,000
|
|
16.5483
|
2/01/2008
|
(200)
|
|
16.0373
|
2/06/2008
|
(600)
|
|
15.3481
|
2/11/2008
|
(5,000)
|
|
15.3373
|
2/12/2008
|
(1,800)
|
|
15.1973
|
2/12/2008
|
(669,982)*
|
|
--
|
03/10/2008
|
WESTERN INVESTMENT
LLC
ARTHUR D.
LIPSON
None
*
Shares
were converted into 1.409 shares of Neuberger Berman Real Estate Securities
Income Fund Inc. (“NRO”) pursuant to the Merger of the Issuer with and into
NRO.
!
Western
Investment owned an additional 0.8472 Shares that were converted into cash
pursuant to the terms of the Merger.
BENCHMARK INSTITUTIONAL
PARTNERS, L.L.C.
(4,600)
|
|
14.8109
|
1/11/2008
|
(5,200)
|
|
14.7336
|
1/14/2008
|
(2,500)
|
|
15.4634
|
1/28/2008
|
(3,800)
|
|
15.9997
|
1/30/2008
|
(10,900)
|
|
16.3896
|
2/05/2008
|
(100)
|
|
15.2098
|
2/13/2008
|
(619,401)*
|
|
--
|
3/10/2008
|
BENCHMARK PLUS PARTNERS,
L.L.C.
(4,500)
|
|
14.8109
|
1/11/2008
|
(5,100)
|
|
14.7336
|
1/14/2008
|
(2,500)
|
|
15.4634
|
1/28/2008
|
(3,800)
|
|
15.9997
|
1/30/2008
|
(10,900)
|
|
16.3896
|
2/05/2008
|
(378,300)*
|
|
--
|
3/10/2008
|
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None
*
Shares
were converted into 1.409 shares of Neuberger Berman Real Estate Securities
Income Fund Inc. (“NRO”) pursuant to the Merger of the Issuer with and into
NRO.
!
Western
Investment owned 0.8472 Shares that were converted into cash pursuant to the
terms of the Merger.
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