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): July 29, 2002 ------------- NEUBERGER BERMAN INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 001-15361 DELAWARE 06-1523639 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 605 Third Avenue New York, NY 10158 (Address of principal executive offices) (212) 476-9000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On July 29, 2002, Neuberger Berman Inc. (the "Company"), and certain stockholders of the Company (the "Selling Stockholders"), entered into an underwriting agreement (the "Underwriting Agreement") with Goldman, Sachs & Co., as the representative of the underwriters named in Schedule I thereto (the "Underwriters"), in connection with the offering by the Selling Stockholders (the "Offering") of 3,845,737 shares of the Company's common stock, par value $.01 per share (the "Common Stock"). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. On July 30, 2002, the Company and the Selling Stockholders announced the sale to the underwriters of 3,845,737 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"). A copy of the Press Release is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: Exhibit No. Document (99) Additional Exhibits: 1.1 Underwriting Agreement, dated July 29, 2002, among the Company, certain of the Company's stockholders and the representative named in Schedule I thereto, as the representative of the several underwriters named in Schedule I thereto 99.1 Press Release issued by the Company on July 30, 2002, with respect to the sale of 3,845,737 shares of its common stock by certain of its stockholders 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 thereunto duly authorized. Neuberger Berman Inc. (Registrant) Date: July 31, 2002 By: /s/ Matthew S. Stadler ------------------------------- Matthew S. Stadler Chief Financial Officer EXHIBIT INDEX 1.1 Underwriting Agreement, dated July 29, 2002, among the Company, certain of its stockholders and the representative named in Schedule I thereto, as the representative of the several underwriters named in Schedule I thereto 99.1 Press Release issued by the Company on July 30, 2002 with respect to the sale of 3,845,737 shares of its common stock by certain of its stockholders