Filed Pursuant to Rule 424(b)(3)
File Number 333-66498
PROSPECTUS SUPPLEMENT NO. 3
---------------------------
$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 and
September 17, 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 following represents updated information regarding the selling
securityholders listed in the selling securityholders table contained on page 44
of the prospectus.
Aggregate Principal
Amount of LYONs at Percentage of Number of Shares of Percentage of
Maturity that LYONs Common Stock That Common Stock
Name May be Sold Outstanding May Be Sold (1) Outstanding (2)
---- ----------- ----------- --------------- ---------------
----
McMahan Securities Co. L.P. .......................... $1,500,000(8) * 20,831 *
All other holders of LYONs or future transferees,
pledgees, donees, assignees or successors of
any such holders(6)(7) ........................... $2,975,000 1.70% 41,316 *
-------------------
* 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 70,660,723 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.
(8) Such aggregate principal amount is in addition to $9,100,000 of LYONs
which were previously registered and subsequently sold by McMahan
Securities Co. L.P.
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 November 12, 2001.
(TM)Trademark of Merrill Lynch & Co., Inc.
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