Filed Pursuant to Rule 424(b)(3)
File Number 333-66498
PROSPECTUS SUPPLEMENT NO. 2
---------------------------
$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 (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.
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)
---- ----------- ----------- ---------------- ---------------
Merrill Lynch, Pierce, Fenner & Smith, Inc... $ 825,000 * 11,457 *
Pacific Life Insurance Company............... 1,000,000 * 13,887 *
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)
---- ----------- ----------- ---------------- ---------------
All other holders of LYONs or future
transferees, pledgees, donees,
assignees or successors of any such
holders(6)(7)............................. $4,475,000 2.56% 62,148 *
-------------------
* 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.
(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 September 17, 2001.
(TM)Trademark of Merrill Lynch & Co., Inc.
-2-