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.
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Item
2.
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Identity and
Background
.
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Item 2 is
hereby amended to add the following:
In
connection with the Agreement as discussed in further detail in Item 4, each of
Mr. Crouse, Mr. Roberts, Mr. Schlarbaum and Professor Wood terminated his
obligation to act in concert with the other Reporting Persons with respect to
the Issuer. Accordingly, each of Mr. Crouse, Mr. Roberts, Mr.
Schlarbaum and Professor Wood 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.
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Item
3.
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Source and Amount of
Funds or Other
Consideration
.
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Item 3 is
hereby amended and restated as follows:
The
aggregate purchase price of the 441,492 Shares beneficially owned by
WILLC is approximately $4,586,426. The Shares beneficially owned by
WILLC consist of 500 Shares that were acquired with WILLC’s working capital,
159,071 Shares that were acquired with WIHP’s working capital, 159,411 Shares
that were acquired with WIAP’s working capital, 64,397 Shares that were acquired
with WITRP’s working capital and 58,113 Shares that were acquired with WITRL’s
working capital.
The
aggregate purchase price of the 135,300 Shares beneficially owned by BPM is
approximately $929,498. The Shares beneficially owned by BPM consist
of 125,200 Shares that were acquired with BPIP’s working capital and 10,100
Shares that were acquired with BPP’s working capital.
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Item
4.
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Purpose of
Transaction
.
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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, WIAP, WITRP, WITRL, BPP, BPIP,
BPM 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 Income Opportunity
Fund Inc. (“NOX”) 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 the Issuer’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
the Issuer’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 the Issuer to an open-end fund. Neuberger
Berman agreed to present and recommend approval of such Liquidity Event to the
Issuer’s Board of Directors no later than June 30, 2009.
Pursuant
to the Agreement, Western agreed to withdraw its definitive proxy statement
filed on April 23, 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.
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Item
5.
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Interest in Securities
of the Issuer
.
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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 5,805,236 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, WIAP, WITRP and WITRL beneficially
owned 159,071, 159,411, 64,397 and 58,113 Shares, respectively, representing
approximately 2.7%, 2.7%, 1.1% and 1.0%, respectively, of the Shares
outstanding. As the managing member of WIAP, the general partner of
each of WIHP and WITRP and the investment manager of WITRL, WILLC may be deemed
to beneficially own the 440,992 Shares owned in the aggregate by WIHP, WIAP,
WITRP and WITRL, constituting approximately 7.6% of the Shares outstanding, in
addition to the 500 Shares it holds directly. As the managing member
of WILLC, Mr. Lipson may be deemed to beneficially own the 441,492 Shares
beneficially owned by WILLC, constituting approximately 7.6% of the Shares
outstanding. As members of a group for the purposes of Rule
13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, the Western
Entities may be deemed to beneficially own the 135,300 Shares owned by the other
Reporting Persons. The Western Entities disclaim beneficial ownership
of such Shares.
As of the
close of business on April 30, 2009, BPIP and BPP beneficially owned 125,200 and
10,100 Shares, respectively, constituting approximately 2.2% and less than 1%,
respectively, of the Shares outstanding. As the managing member of
each of BPIP and BPP, BPM may be deemed to beneficially own the 135,300 Shares
owned in the aggregate by BPIP and BPP, constituting approximately 2.3% of the
Shares outstanding. As managing members of BPM, Messrs. Franzblau and
Ferguson may be deemed to beneficially own the 135,300 Shares beneficially owned
by BPM, constituting approximately 2.3% of the Shares outstanding. As
members of a group for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, the Benchmark Entities may be deemed to
beneficially own the 441,492 Shares owned by the other Reporting
Persons. The Benchmark Entities disclaim beneficial ownership of such
Shares.
As of the
close of business on April 30, 2009, none of Messrs. Crouse, Roberts, Schlarbaum
or Professor Wood owned any Shares.
(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.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
.
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Item 6 is
hereby amended to add the following:
On April
30, 2009, WILLC, WIHP, WIAP, WITRP, WITRL, BPP, BPIP, BPM and Mr. Lipson
entered into the Agreement as discussed in further detail in Item
4.
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Item
7.
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Material to be Filed
as Exhibits
.
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Item 7 is
hereby amended to add the following exhibit:
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99.1
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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.
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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.
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Dated:
May 4, 2009
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WESTERN
INVESTMENT LLC
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT HEDGED PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT ACTIVISM PARTNERS LLC
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By:
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Western
Investment LLC
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Managing
Member
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN PARTNERS L.P.
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By:
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Western
Investment LLC
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General
Partner
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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WESTERN
INVESTMENT TOTAL RETURN FUND LTD.
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By:
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Western
Investment LLC
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Investment
Manager
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By:
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Name:
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Arthur
D. Lipson
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Title:
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Managing
Member
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Matthew S.
Crouse
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for William J.
Roberts
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Gary G.
Schlarbaum
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ARTHUR
D. LIPSON
As
Attorney-In-Fact for Robert A. Wood
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BENCHMARK
PLUS INSTITUTIONAL PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS PARTNERS, L.L.C.
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By:
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Benchmark
Plus Management, L.L.C.
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Managing
Member
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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BENCHMARK
PLUS MANAGEMENT, L.L.C.
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By:
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Name:
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Robert
Ferguson
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Title:
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Managing
Member
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By:
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Name:
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Scott
Franzblau
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Title:
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Managing
Member
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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)
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Price
Per
Share
($)
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WESTERN INVESTMENT HEDGED
PARTNERS L.P.
None
WESTERN INVESTMENT
LLC
WESTERN INVESTMENT ACTIVISM
PARTNERS LLC
None
WESTERN INVESTMENT TOTAL
RETURN PARTNERS L.P.
None
WESTERN INVESTMENT TOTAL
RETURN FUND LTD.
ARTHUR D.
LIPSON
None
BENCHMARK PLUS INSTITUTIONAL
PARTNERS, L.L.C.
None
BENCHMARK PLUS PARTNERS,
L.L.C.
None
BENCHMARK PLUS MANAGEMENT,
L.L.C.
None
SCOTT
FRANZBLAU
None
ROBERT
FERGUSON
None