The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D
filed by the undersigned. This Amendment No. 3 amends the Schedule
13D as specifically set forth.
|
Item
2.
|
Identity and
Background
.
|
Item 2 is
hereby amended to add the following:
In
connection with the withdrawal of the proxy statement filed by the Reporting
Persons with respect to the Issuer and the Agreement as discussed in further
detail in Item 4, each of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum, Professor
Wood and Ms. Schultz terminated his or her obligation to act in concert with the
other Reporting Persons with respect to the Issuer. Accordingly, each
of Mr. Crouse, Mr. Roberts, Mr. Schlarbaum, Professor Wood and Ms. Schultz is no
longer a member of the Section 13(d) group and will cease to be Reporting
Persons immediately after the filing of this statement. The remaining
Reporting Persons will continue filing as a group statements on Schedule 13D
with respect to their beneficial ownership of securities of the Issuer, to the
extent required by applicable law.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration
.
|
Item 3 is
hereby amended and restated as follows:
The
aggregate purchase price of the 1,677,793 Shares beneficially owned by WILLC is
approximately $7,038,044. The Shares beneficially owned by WILLC
consist of 1,100 Shares that were acquired with WILLC’s working capital, 531,300
Shares that were acquired with WIHP’s working capital, 84,613 Shares that were
acquired with WIIP’s working capital, 529,517 Shares that were acquired with
WIAP’s working capital and 531,263 Shares that were acquired with WITRP’s
working capital.
The 100
Shares owned by Ms. Schultz were a gift from WILLC.
|
Item
4.
|
Purpose of
Transaction
.
|
Item 4 is
hereby amended to add the following:
On April
30, 2009 “Western” (as defined in the Agreement and consisting of certain of the
Reporting Persons including WILLC, WIHP, WIIP, WIAP, WITRP and Mr. Lipson)
entered into an agreement (the “Agreement”) with Neuberger Berman Management
LLC, (“Neuberger Berman”), the Issuer’s investment adviser. Pursuant
to the terms of the Agreement, the Issuer, Neuberger Berman High Yield
Strategies Fund (“NHS”), Neuberger Berman California Intermediate Municipal Fund
Inc. (“NBW”), Neuberger Berman Dividend Advantage Fund Inc. (“NDD”) and
Neuberger Berman New York Intermediate Municipal Fund Inc. (“NBO”) (collectively
the “Funds”), in addition to the previously announced tender offer for up to 10%
of each Fund’s common shares, commencing on May 1, 2009 and expiring on May 29,
2009, at a price equal to 98% of each such Fund’s net asset value (“NAV”) as
determined on the date the tender offer expires, have approved the terms of the
first tender offer to commence in the Funds’ recently announced semi-annual
tender offer program (the “Tender Offer Program”), pursuant to which each Fund
will conduct up to four tender offers over a two year period for between 5% and
20% of its outstanding common shares at a price equal to 98% of its NAV, as
determined on the day such tender offer expires, provided each Fund’s respective
NAV maintains an average daily discount of greater than 10% during a twelve-week
measurement period, and have approved the twelve-week measurement period, to
commence on June 5, 2009 and ending on August 28, 2009 (the “Measurement
Period”), for the initial tender offer (the “Initial Tender Offer”) under the
Tender Offer Program. The Initial Tender Offer shall commence as soon
as reasonably practicable after the end of the Measurement Period, but in no
event later than ten (10) business days following the end of the Measurement
Period, and the Initial Tender Offer shall be for 10% of each respective Fund’s
outstanding common shares at a price equal to 98% of such Fund’s NAV calculated
at the close of business on the day the tender offer expires.
Neuberger
Berman also agreed to use commercially reasonable efforts to identify a
course of action that will provide each of NDD’s stockholders with liquidity
options, including the ability of each stockholder to realize no less than 95%
of NAV on their Shares as soon as reasonably practicable following approval by
NDD’s Board of Directors (the “Liquidity Event”). Options include,
but are not limited to, liquidation, reorganization into one or more open-end
registered investment companies advised and administered by Neuberger Berman or
conversion of NDD to an open-end fund. Neuberger Berman agreed to
present and recommend approval of such Liquidity Event to NDD’s Board of
Directors no later than June 30, 2009.
Pursuant
to the Agreement, Western agreed to withdraw its preliminary proxy statement
filed on April 10, 2009 with the Securities and Exchange Commission (“SEC”) with
respect to the Issuer and to not deliver or mail any proxy materials to
stockholders of the Issuer.
In
addition, for a period of three years following the date of the Agreement (the
“Restricted Period”), with respect to any registered investment company, managed
or sponsored by Neuberger Berman, its affiliates, successors or assigns (the “NB
Funds”), Western agreed to, among other things: (i) not submit any stockholder
proposals for the vote or consent of stockholders, (ii) nominate any candidate
for election as director or trustee or (iii) solicit proxies for any stockholder
proposals or nominations of candidates for election as directors or
trustees.
In
addition, with respect to the NB Funds during the Restricted Period, Western
agreed not to (i) encourage, recommend, advise or urge others to put forward
stockholder proposals, (ii) indicate support or approval for any stockholder
proposals, (iii) cause or permit its shares of common stock to be voted on any
matter, other than in accordance with the recommendations of that NB Fund’s
Board of Directors, or (iv) solicit or encourage others to vote against any
matter recommended by an NB Fund’s Board of Directors. Western also
agreed not to, with respect to the NB Funds during the Restricted Period,
purchase or otherwise acquire or obtain voting rights for any securities of the
NB Funds, except for certain limited exceptions.
The
foregoing description of the Agreement is qualified in its entirety by reference
to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
|
Item
5.
|
Interest in Securities
of the Issuer
.
|
Items
5(a) and (c) are hereby amended and restated as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 17,734,383 Shares outstanding, which is the total number of Shares
outstanding as of February 27, 2009, as reported in the Issuer’s Definitive
Proxy Statement, filed with the Securities and Exchange Commission on April 3,
2009.
As of the
close of business on April 30, 2009, WIHP, WIIP, WIAP and WITRP beneficially
owned 531,300, 84,613, 529,517 and 531,263 Shares, respectively, representing
approximately 3.0%, less than 1%, 3.0% and 3.0%, respectively, of the Shares
outstanding. As the managing member of each of WIIP and WIAP and the
general partner of each of WIHP and WITRP, WILLC may be deemed to beneficially
own the 1,676,693 Shares owned in the aggregate by WIHP, WIIP, WIAP and WITRP,
representing approximately 9.5% of the Shares outstanding, in addition to the
1,100 Shares it holds directly. As the managing member of WILLC, Mr.
Lipson may be deemed to beneficially own the 1,677,793 Shares beneficially owned
by WILLC, representing approximately 9.5% of the Shares
outstanding.
As of the
close of business on April 30, 2009, none of Messrs. Crouse, Roberts, Schlarbaum
or Professor Wood owned any Shares.
As of the
close of business on April 30, 2009, Ms. Schultz directly owned 100 Shares,
representing less than 1% of the Shares outstanding.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer by the
Reporting Persons since the filing of Amendment No. 2 to the Schedule 13D.
All of such transactions were effected in the open market, unless otherwise
noted.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
|
Item 6 is
hereby amended to add the following:
On April
30, 2009, WILLC, WIHP, WIIP, WIAP, WITRP and Mr. Lipson entered into the
Agreement as discussed in further detail in Item 4.
|
Item
7.
|
Material to be Filed
as Exhibits
.
|
Item 7 is
hereby amended to add the following exhibit:
|
99.1
|
Compromise
and Standstill Agreement by and among Neuberger
Berman Management LLC and Arthur D. Lipson, Western Investment
LLC, Western Investment Hedged Partners L.P., Western
Investment Activism Partners LLC, Western Investment
Institutional Partners, LLC, Western Investment Total Return
Partners L.P., Western Investment Total Return Fund Ltd.,
Benchmark Plus Institutional Partners, L.L.C., Benchmark Plus
Partners, L.L.C. and Benchmark Plus Management, L.L.C, dated
April 30, 2009.
|
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:
May 4, 2009
|
WESTERN
INVESTMENT LLC
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT HEDGED PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT INSTITUTIONAL PARTNERS LLC
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
Managing
Member
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
|
|
|
|
|
|
|
By:
|
Western
Investment LLC
|
|
|
|
General
Partner
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Arthur
D. Lipson
|
|
|
|
Title:
|
Managing
Member
|
|
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
|
|
|
|
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
|
|
|
|
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
|
|
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A. Wood
|
|
|
|
|
|
ARTHUR
D. LIPSON
As
Attorney-In-Fact for Lynn D.
Schultz
|
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 2 to the Schedule 13D
|
Date
of
Purchase / Sale
|
Shares
of Common Stock
Purchased / (Sold)
|
Price
Per
Share
($)
|
WESTERN INVESTMENT
LLC
None
WESTERN INVESTMENT HEDGED
PARTNERS L.P.
None
WESTERN INVESTMENT
INSTITUTIONAL PARTNERS LLC
|
04/07/09
|
18,700
|
|
3.2301
|
|
04/07/09
|
12,300
|
|
3.2451
|
|
04/08/09
|
13,700
|
|
3.2253
|
|
04/09/09
|
200
|
|
3.3285
|
|
04/13/09
|
80
|
|
3.4085
|
|
04/14/09
|
2,300
|
|
3.4211
|
|
04/15/09
|
14,431
|
|
3.4684
|
|
04/16/09
|
5,700
|
|
3.5646
|
|
04/17/09
|
1,702
|
|
3.7085
|
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
None
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
None
ARTHUR D.
LIPSON
None
MATTHEW S.
CROUSE
None
WILLIAM J.
ROBERTS
None
GARY G.
SCHLARBAUM
None
ROBERT A.
WOOD
None
LYNN D.
SCHULTZ
None