UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 1631, 2003

NEUBERGER BERMAN INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-15361		06-1523639
(Commission File Number)		(I.R.S. Employer Identification No.)

001-15361

(Commission File Number)

06-1523639

(I.R.S. Employer Identification No.)

605 Third Avenue

New York, New York 10158

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 476-9000

Item 7		Financial Statements and Exhibits
(a)		Not Applicable.
(b)		Not Applicable.
(c)		Exhibits:
		99.1 Notice, dated October 16, 2003

Item 1. Changes in Control of Registrant.

~~Item~~On October 31, 2003, Neuberger Berman Inc. (“Old Neuberger”) was merged (the “Merger”) with and into Ruby Acquisition Company (renamed Neuberger Berman Inc.), a Delaware corporation (“New Neuberger”), pursuant to the Agreement and Plan of Merger, dated as of July 21, 2003, as amended by the First Amendment to Agreement and Plan of Merger, dated as of September 22, 2003, among Lehman Brothers Holdings Inc., a Delaware corporation (“Lehman Brothers”), New Neuberger and Old Neuberger (as amended, the “Merger Agreement”). New Neuberger, which is a direct wholly owned subsidiary of Lehman Brothers, is the surviving corporation in the Merger and Old Neuberger’s business will be conducted through New Neuberger. Pursuant to the Merger Agreement, each share of issued and outstanding Old Neuberger common stock was converted into the right to receive (a) $9 ~~Regulation~~.49 FDin ~~Disclosure~~cash without interest, plus (b) 0.4741 of a share of Lehman Brothers common stock, and cash in lieu of any fractional shares.

~~Neuberger~~Item ~~Berman Inc~~5. ~~(the~~Other ~~“Company”)~~Events ~~is furnishing the following information pursuant to Item 9 and Regulation FD.~~

On October 1631, 2003, ~~the~~Lehman ~~Company~~Brothers, ~~delivered~~New ~~a notice to Cede & Co.~~Neuberger, asOld ~~the~~Neuberger ~~recordholder~~and The Bank of ~~its~~New ~~Liquid~~York, ~~Yield~~as ~~Option™~~trustee ~~Notes due 2021~~ (the “~~LYONs~~Trustee”), aentered ~~copy~~into ofa ~~which~~Third isSupplemental ~~attached~~Indenture to(the ~~this~~“Third ~~report~~Supplemental ~~as Exhibit~~Indenture”) ~~99.1~~to ~~and~~the ~~incorporated~~Indenture, ~~herein~~dated byas ~~reference~~of ~~(the~~May ~~“Notice”).~~4, ~~The~~2001, ~~Company~~between ~~was~~Old ~~obligated~~Neuberger toand ~~deliver~~ the ~~Notice~~Trustee, ~~pursuant~~as toamended ~~the~~by ~~terms of~~ the First Supplemental Indenture, dated as of May 42, ~~2001~~2002, and as further amended, ~~between~~by the ~~Company~~Second ~~and~~Supplemental ~~The~~Indenture, ~~Bank~~dated as of ~~New~~November ~~York~~1, ~~as trustee~~2002 (as so amended, the “Indenture”). The Indenture relates to the Liquid Yield Option™ Notes due 2021 (Zero Coupon — Senior) originally issued by Old Neuberger. The Third Supplemental Indenture provides, ~~and~~among other things, for New Neuberger to assume the ~~terms~~obligations of Old Neuberger under the ~~LYONs~~Indenture. ~~issued~~A ~~under~~copy of the Third Supplemental Indenture is attached hereto as Exhibit 4.1 and incorporated herein by reference.

In™ ~~the~~Trademark ~~Notice, the Company announced that October 31, 2003 is the anticipated closing date~~ of ~~the merger of the Company with and into Ruby Acquisition~~Merrill ~~Company~~Lynch ~~(“Newco”),~~& ~~a wholly owned subsidiary of Lehman Brothers Holdings Inc~~Co. ~~(“Lehman Brothers”)~~, ~~pursuant to the terms of Agreement and Plan of Merger, dated as of July 21, 2003, as amended, among Lehman Brothers, Newco and the Company~~Inc.

InItem ~~accordance with General Instruction B~~7.2. ofFinancial ~~Form 8-K,~~Statements ~~the information included in this Form 8-K, including, without limitation, Exhibit 99.1 hereto, is being furnished under this Item 9~~ and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filingExhibits.

TM(a) ~~Trademark~~Not ~~of Merrill Lynch & Co~~Applicable.~~, Inc.~~

(b)

Not Applicable.

(c)

Exhibits:

4.1

Third Supplemental Indenture, dated October 31, 2003, among Lehman Brothers Holdings Inc., Ruby Acquisition Company, Neuberger Berman Inc. and The Bank of New York.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEUBERGER BERMAN INC.
Dated: October 16, 2003	By:	/S/ JEFFREY B. LANE
Dated: October 31, 2003	By:	/s/ MATTHEW S. STADLER
		Name: Jeffrey B. Lane
		Name: Matthew S. Stadler
		Title: President and Chief Executive Officer
		Title: Chief Financial Officer

-3-

~~EXHIBIT~~Exhibit ~~INDEX~~Index

ExhibitNo.		Description
Exhibit No.		Description
99.1		Notice, dated October 16, 2003
4.1		Third Supplemental Indenture, dated October 31, 2003, among Lehman Brothers Holdings Inc., Ruby Acquisition Company, Neuberger Berman Inc. and The Bank of New York.

Filing Compare · NEUBERGER BERMAN INC