-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J6LHI+Tr6Wg6xRAida9C9nNcgmu1UKNYuo7kIXs9h2p3eQqNZsUrQMVDi8zIvc6l 5TY0H+eA1K3HuD8iV65ISw== 0000898432-09-000149.txt : 20090206 0000898432-09-000149.hdr.sgml : 20090206 20090206172546 ACCESSION NUMBER: 0000898432-09-000149 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090206 DATE AS OF CHANGE: 20090206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND CENTRAL INDEX KEY: 0001228361 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: 1934 Act SEC FILE NUMBER: 005-83566 FILM NUMBER: 09578305 BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-476-8800 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN BROTHERS FIRST TRUST INCOME OPPORTUNITY FUND DATE OF NAME CHANGE: 20030422 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND CENTRAL INDEX KEY: 0001228361 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 BUSINESS PHONE: 212-476-8800 MAIL ADDRESS: STREET 1: 605 THIRD AVENUE STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10158 FORMER COMPANY: FORMER CONFORMED NAME: LEHMAN BROTHERS FIRST TRUST INCOME OPPORTUNITY FUND DATE OF NAME CHANGE: 20030422 SC TO-C 1 scto-c.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act Of 1934

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND

(Name of Subject Company (Issuer))
 

NEUBERGER BERMAN HIGH YIELD STRATEGIES FUND

(Name of Filing Person (Issuer))
 

COMMON SHARES, NO PAR VALUE

(Title of Class of Securities)

64128C106

(CUSIP Number of Class of Securities)

Robert Conti

Chief Executive Officer and President
Neuberger Berman High Yield Strategies Fund
605 Third Avenue
New York, NY 10158-0180
Telephone: (877) 628-2583

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

Arthur C. Delibert, Esq.

K&L Gates LLP
1601 K Street, NW
Washington, DC 20006

Telephone: (202) 778-9000

Calculation of Filing Fee

Transaction Valuation*

 

Amount Of Filing Fee*

Not Applicable

 

Not Applicable

*

No filing fee is required because this filing includes only preliminary communications made before the commencement of a tender offer.

   

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable

Filing Party: Not Applicable

Form or Registration No.: Not Applicable

Date Filed: Not Applicable

 

x

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

   

Check the appropriate boxes below to designate any transactions to which the statement relates:

   

o

third party tender offer subject to Rule 14d-1.

x

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o


Items 1-11.

Not applicable.

Item 12.     Exhibits.

Exhibit No.

Document

99.1

Press release issued by the Fund dated February 6, 2009.

Item 13.     

Not applicable.

EX-99 2 pressrelease.htm

Neuberger Berman Management LLC
605 Third Avenue
New York, NY 10158-3698

Tel 212.476.9000

 

Contact:
Neuberger Berman Management LLC
Investor Information
(877) 461-1899
 
 

NEUBERGER BERMAN CLOSED-END FUNDS ANNOUNCE

TENDER OFFERS AND TENDER OFFER PROGRAMS

NEW YORK, February 6, 2009 — The Boards of Directors/Trustees (each, a “Board”) of Neuberger Berman California Intermediate Municipal Fund Inc. (AMEX: NBW), Neuberger Berman Dividend Advantage Fund Inc. (AMEX: NDD), Neuberger Berman High Yield Strategies Fund (formerly, Lehman Brothers/First Trust Income Opportunity Fund) (NYSE: NHS), Neuberger Berman Income Opportunity Fund Inc. (AMEX: NOX), Neuberger Berman Intermediate Municipal Fund Inc. (AMEX: NBH), Neuberger Berman New York Intermediate Municipal Fund Inc. (AMEX: NBO) and Neuberger Berman Real Estate Securities Income Fund Inc. (AMEX: NRO) (each, a “Fund” and collectively, the “Funds”) have announced that each Fund will conduct a tender offer for 10% of its outstanding common shares at a price equal to 98% of its net asset value per share (“NAV”) determined on the day the tender offer expires. The dates on which the tender offers will commence have not yet been determined.

In addition to the initial tender offers described above, each Board has authorized a semi-annual tender offer program (each, a “tender offer program” or “program”) consisting of up to four tender offers over a two-year period. Under each program, if a Fund’s common shares trade an at average daily discount to NAV of greater than 10% during a 12-week measurement period, the Fund will conduct a tender offer for between 5% and 20% of its outstanding common shares at a price equal to 98% of its NAV determined on the day the tender offer expires.

Each Board will determine the measurement periods for its Fund, although currently it is anticipated that the first measurement period for each Fund will begin in the third quarter of 2009 and the three subsequent measurement periods will follow semi-annually. If a Fund’s common shares trade at an average daily discount to NAV during a measurement period that is greater than 10%, its Board will determine the maximum size of the tender offer. In making that determination, the Board will consider, among other things, the then-current market conditions and outlook for the Fund’s portfolio securities, sectors and asset classes, the size of the average daily discount, the potential impact of a tender offer at different levels on the Fund’s expense ratio, the potential tax consequences of the tender offer on the Fund and non-tendering shareholders, shareholders’ potential need for added liquidity and the potential impact on the Fund as a whole. Each Board believes that by retaining discretion over the maximum size of the tender offers it can more appropriately exercise its fiduciary duties and consider the best interests of the Fund and all shareholders in light of the then-current market conditions. Each Board retains the ability, consistent with its fiduciary duty, to opt out of its tender offer program should circumstances arise that would cause a material negative effect on the Fund or its shareholders.

In approving the tender offers and the tender offer programs, the Boards considered that the tender offers could enable shareholders to tender a portion of their shares at a price that is greater than what they could realize in the secondary market at that time. Additionally, the Boards considered that the tender offers and tender offer programs would increase liquidity for common shareholders, may have a marginally accretive impact to NAV for common shareholders who remain invested and may assist in narrowing the discount to NAV at which common shares trade at certain times. There can be no assurance that the tender offers or tender offer programs will cause the discount at which the Funds’ common shares trade to narrow or that the common shares will trade at a price equal to their NAV. Likewise, there can be no assurance that a Fund’s initial tender offer and tender offer program would not negatively affect its earnings per share. The Boards also considered the potential negative effects tender offers might have on the Funds’ expense ratios and on the amount of leverage the Funds can maintain. Additionally, the Boards considered what effect the tender offers may have on management of the Funds’ portfolios.

To offset some of the expenses associated with the tender offer programs, Neuberger Berman Management LLC (“NB Management”), the Funds’ investment manager, has agreed to extend the fee waivers currently in place for each Fund other than NHS. In addition, although NB Management does not currently waive any portion of its fees for NHS, in connection with the tender offers, it will implement a new voluntary waiver of 0.05% (5 basis points) of its fees. NB Management believes that the voluntary expense waivers will provide an additional benefit to common shareholders who remain invested in a Fund by keeping expenses lower than they otherwise would have been and by mitigating some increases in expenses that may result from a decrease in a Fund’s size due to its tender offers.

The tender offers and the tender offer programs are the latest in a series of steps taken by the Boards and NB Management to address the discount at which Fund common shares have typically traded. The Boards will continue their comprehensive review of potential actions that may benefit the Funds and their shareholders.

This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of any Fund. The Funds have not commenced the tender offers described in this release. Any tender offer will be made only by an offer to purchase, a related letter of transmittal and other documents which will be filed with the Securities and Exchange Commission as exhibits to a tender offer statement on Schedule TO. Shareholders of each Fund should read the relevant offer to purchase and tender offer statement on Schedule TO and related exhibits when those documents are filed and become available, as they will contain important information about the tender offers.

Neuberger Berman Management LLC, the Funds’ investment manager, is a subsidiary of Neuberger Berman Holdings LLC, an investment advisory company serving individuals, families, and taxable and non-taxable institutions with a broad range of investment products, services and strategies. Neuberger Berman engages in wealth management services including private asset management, mutual funds, institutional management and alternative investments. For further information about Neuberger Berman please visit www.nb.com.

# # #

Statements made in this release that look forward in time involve risks and uncertainties and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such risks and uncertainties include, without limitation, the adverse effect from a decline in the securities markets or a decline in a Fund’s performance, a general downturn in the economy, competition from other closed-end investment companies, changes in government policy or regulation, inability of a Fund’s investment adviser to attract or retain key employees, inability of a Fund to implement its investment strategy, inability of a Fund to manage rapid expansion and unforeseen costs and other effects related to legal proceedings or investigations of governmental and self-regulatory organizations.

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