As filed with the Securities and Exchange Commission on December 10, 2003
Registration No. 333-66498
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Neuberger Berman Inc. Delaware 06-1523639
(Exact Name of (State or Other (I.R.S. Employer
Registrant as Specified Jurisdiction of Incorporation Identification
in its Charter) or Organization) Number)
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605 THIRD AVENUE
NEW YORK, NY 10158
(212) 476-9000
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrant's Principal Executive Offices)
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KEVIN HANDWERKER, ESQ.
GENERAL COUNSEL
605 THIRD AVENUE
NEW YORK, NY 10158
(212) 476-9000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
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Copies of all correspondence to:
Jeffrey A. Welikson, Esq. Andrew Keller, Esq.
Lehman Brothers Holdings Inc. Simpson Thacher & Bartlett LLP
399 Park Avenue, 11th Floor 425 Lexington Avenue
New York, NY 10022 New York, New York 10017-3954
Telephone: (212) 526-0858 Telephone: (212) 455-2000
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Approximate Date of Commencement of Proposed Sale to the Public: Not
applicable.
If the only securities being registered on this form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 other than securities offered only in connection with dividend or
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
A Registration Statement on Form S-3 (Registration No. 333-66498) was
originally filed with the Securities and Exchange Commission (the
"Commission") on August 2, 2001 by the Registrant pursuant to the terms of a
Registration Rights Agreement filed as Exhibit 4.5 thereto. The Registration
Statement registered the resale by selling securityholders of up to
$175,000,000 aggregate principal amount at maturity of its Liquid Yield Option
Notes Due 2021 (Zero Coupon-Senior) ("LYONs") and the shares of common stock
issuable upon conversion of the LYONs. Pursuant to the terms of the
Registration Rights Agreement, the offering of the securities registered under
the Registration Statement has been terminated. The Registrant is filing this
Post-Effective Amendment No. 1 to the Registration Statement to deregister all
unsold LYONs and related common stock previously registered for resale under
the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New
York, State of New York, on December 10, 2003.
NEUBERGER BERMAN INC.
By: /S/ Matthew S. Stadler
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Matthew S. Stadler
Senior Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed on
December 10, 2003 by the following persons in the capacities indicated.
Signature Title
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* President and Chief Operating
------------------------------------- Officer
Robert Matza
/S/ Matthew S. Stadler Senior Vice President and
------------------------------------ Chief Financial Officer (Principal
Matthew S. Stadler Financial and Accounting Officer)
* Director
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Jeffrey B. Lane
Matthew S. Stadler, by signing his name below, signs this document on
behalf of each of the above named persons specified by an asterisk (*),
pursuant to a power of attorney duly executed by such persons, filed with the
Securities and Exchange Commission in the registrant's Registration Statement
on August 2, 2001.
/S/ Matthew S. Stadler Attorney-in-fact
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