<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
NEUBERGER BERMAN INC.
---------------------
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.01
------------------------------
(TITLE OF CLASS OF SECURITIES)
641234 10 9
-----------
(CUSIP NUMBER)
Mr. Jeffrey B. Lane
Neuberger Berman Inc.
605 Third Avenue
New York, New York 10158
(212) 476-9000
-----------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
OCTOBER 7, 1999
-------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
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CUSIP NO. 641234 10 9
1. NAMES OF REPORTING PERSONS: Each of the persons listed on Appendix A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS: OO. Except, as to Non-Restricted Shares*, PF.
(Applies to each person listed on Appendix A)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States (Applies to each
person listed on Appendix A).
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:**
7. SOLE VOTING POWER: As to Exchange Shares,* 0.
As to Post-Offering Shares,* 0. (Applies
to each person listed on Appendix A).
Except, as to Non-Restricted Shares owned
by Principals, as stated on Appendix A.
8. SHARED VOTING POWER: As to Exchange Shares, 42,727,273.
As to Post-Offering Shares, 36,141,521.
As to Non-Restricted Shares, 0. (Applies to
each person listed on Appendix A).
9. SOLE DISPOSITIVE POWER: As stated on Appendix A.
10. SHARED DISPOSITIVE POWER: As stated on Appendix A.
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
As to Exchange Shares, 42,727,273
As to Post-Offering Shares and Non-Restricted Shares, 36,142,221
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
- --------
* For a definition of this term, please see Annex A.
** Please see Item 6.
2
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As to Exchange Shares, 90.9%
As to Post-Offering Shares and Non-Restricted Shares, 72.3%
14. TYPE OF REPORTING PERSON: As to Principals***, IN. As to Family
Affiliates***, as stated on Appendix A.
- --------
*** For a definition of this term, please see Item 2.
3
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Appendix A
Effective the date of the Company's initial public offering (the "Offering"),
each of Herbert W. Ackerman, Vincent T. Cavallo, Stanley Egener, Robert D.
English, Lee H. Idleman, Norman H. Pessin and William A. Potter terminated their
employment with the Company (together with each of their Family Affiliates, the
"Departing Persons"). As of such termination of employment, the Departing
Persons are no longer subject to the voting provisions in the Stockholders
Agreement (defined in Item 2) and have therefore ceased to be Reporting Persons.
The Post-Offering Shares reported in this Schedule 13D do not include the
2,366,055 shares of Common Stock currently beneficially owned by the Departing
Persons. In addition, certain Principals exercise sole voting and dispositive
power over Non-Restricted Securities acquired by them in the secondary market.
No Family Affiliate currently owns any NonRestricted Securities.
PRINCIPALS:
NAME OF REPORTING PERSON:
EXCHANGE SHARES:
SOLE DISPOSITIVE POWER:
SHARED DISPOSITIVE POWER:
AGGREGATE PERCENTAGE OF BENEFICIAL OWNERSHIP:
POST-OFFERING SHARES:
SOLE VOTING POWER:
SOLE DISPOSITIVE POWER:
SHARED DISPOSITIVE POWER:
AGGREGATE PERCENTAGE OF BENEFICIAL OWNERSHIP:
Herbert W. Ackerman
Exchange Shares:
353,935 shares (includes 285,061 shares held by Herbert W. Ackerman
Associates, L.P.)
0 shares
0.8 percent
Post-Offering Shares:
Departing Person
Robert J. Appel
Exchange Shares:
1,874,925 shares (includes 211,410 shares held by Appel Associates,
L.P.)
0 shares
4.0 percent
Post-Offering Shares:
0 shares
1,663,138 shares
0 shares
3.3 percent
4
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John J. Barker
Exchange Shares:
302,368 shares
0 shares
0.6 percent
Post-Offering Shares:
0 shares
302,368 shares
0 shares
0.6 percent
Howard R. Berlin
Exchange Shares:
783,811 shares (includes 441,900 shares held by Berlin Associates,
L.P.)
0 shares
1.7 percent
Post-Offering Shares:
0 shares
690,331 shares (includes 348,420 shares held by Berlin Associates,
L.P.)
0 shares
1.4 percent
Jeffrey Bolton
Exchange Shares:
584,924 shares (includes 117,775 shares held by Bolton Associates,
L.P.)
0 shares
1.2 percent
Post-Offering Shares:
0 shares
529,354 shares (includes 117,775 shares held by Bolton Associates,
L.P.)
0 shares
1.1 percent
Richard A. Cantor
Exchange Shares:
1,474,731 shares (includes 1,187,756 shares held by Cantor Associates,
L.P.) 0 shares 3.1 percent
Post-Offering Shares:
100 shares (Non-Restricted)
1,474,731 shares (includes 1,187,756 shares held by Cantor Associates,
L.P.)
0 shares
2.9 percent
Vincent T. Cavallo
Exchange Shares:
353,935 shares (includes 285,061 shares held by Cavallo Associates,
L.P.)
0 shares
0.8 percent
Post-Offering Shares:
Departing Person
Lawrence J. Cohn
5
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Lawrence J. Cohn
Exchange Shares:
214,357 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
214,357 shares
0 shares
0.4 percent
Robert W. D'Alelio
Exchange Shares:
429,613 shares
0 shares
0.9 percent
Post-Offering Shares:
0 shares
413,626 shares
0 shares
0.8 percent
Salvatore D'Elia
Exchange Shares:
194,973 shares
0 shares
0.4 percent
Post-Offering Shares:
0 shares
169,895 shares
0 shares
0.3 percent
Stanley Egener
Exchange Shares:
1,052,174 shares (includes 282,193 shares held by Egener Associates,
L.P.)
0 shares
2.2 percent
Post-Offering Shares:
Departing Person
Michael N. Emmerman
Exchange Shares:
261,766 shares
0 shares
0.6 percent
Post-Offering Shares:
0 shares
228,096 shares
0 shares
0.5 percent
6
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Robert D. English
Exchange Shares:
337,614 shares
0 shares
0.7 percent
Post-Offering Shares:
Departing Person
Jack M. Ferraro
Exchange Shares:
254,865 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
222,083 shares
0 shares
0.4 percent
7
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Gregory P. Francfort
Exchange Shares:
611,861 shares
224,243 shares (held by Francfort 1998 Grantor Retained Annuity Trust,
with respect to which Mr. Francfort, as trustee, shares investment
control) 1.8 percent
Post-Offering Shares:
0 shares
577,187 shares
159,200 shares (held by Francfort 1998 Grantor Retained Annuity Trust,
with respect to which Mr. Francfort, as trustee, shares investment
control) 1.5 percent
Howard L. Ganek
Exchange Shares:
1,119,224 shares (includes 108,172 shares held by Ganek Associates,
L.P.)
0 shares
2.4 percent
Post-Offering Shares:
0 shares
975,265 (includes 53,959 shares held by Ganek Associates, L.P.)
0 shares
1.9 percent
Robert I. Gendelman
Exchange Shares:
580,958 shares
0 shares
1.2 percent
Post-Offering Shares:
0 shares
506,233 shares
0 shares
1.0 percent
Theodore P. Giuliano
Exchange Shares:
436,610 shares (includes 79,121 shares held by Giuliano Associates,
L.P.)
0 shares
0.9 percent
Post-Offering Shares:
0 shares
380,451 shares (includes 70,989 shares held by Giuliano Associates,
L.P.)
0 shares
0.8 percent
Mark R. Goldstein
Exchange Shares:
260,573 shares (includes 58,763 shares held by Goldstein Associates,
L.P.)
8
<PAGE>
0 shares
0.6 percent
Post-Offering Shares:
0 shares
228,599 shares (includes 55,763 shares held by Goldstein Associates,
L.P.)
0 shares
0.5 percent
Lee H. Idleman
Exchange Shares:
262,410 shares
0 shares
0.6 percent
Post-Offering Shares:
Departing Person
Alan L. Jacobs
Exchange Shares:
383,292 shares
0 shares
0.8 percent
Post-Offering Shares:
0 shares
333,992 shares
0 shares
0.7 percent
Kenneth M. Kahn
Exchange Shares:
212,483 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
209,831 shares
0 shares
0.4 percent
Michael W. Kamen
Exchange Shares:
425,601 shares (includes 68,556 shares held by Kamen Associates, L.P.)
0 shares
0.9 percent
Post-Offering Shares:
0 shares
375,242 shares (includes 68,556 shares held by Kamen Associates, L.P.)
0 shares
0.8 percent
Michael M. Kassen
Exchange Shares:
9
<PAGE>
1,198,347 shares (includes 337,804 shares held by Kassen Associates,
L.P.) 0 shares 2.6 percent
Post-Offering Shares:
100 shares (Non-Restricted)
1,198,347 shares (includes 337,804 shares held by Kassen Associates,
L.P.)
0 shares
2.4 percent
Mark P. Kleiman
Exchange Shares:
836,427 shares
0 shares
1.8 percent
Post-Offering Shares:
0 shares
728,843 shares
0 shares
1.5 percent
Lee P. Klingenstein
Exchange Shares:
192,043 shares (includes 154,672 shares held by Klingenstein
Associates,
L.P.)
0 shares
0.4 percent
Post-Offering Shares:
0 shares
167,342 shares (includes 129,971 shares held by Klingenstein
Associates,
L.P.)
0 shares
0.3 percent
Irwin Lainoff
Exchange Shares:
995,350 shares (includes 240,498 shares held by Lainoff Associates,
L.P.)
0 shares
2.1 percent
Post-Offering Shares:
0 shares
876,641 shares (includes 139,962 shares held by Lainoff Associates,
L.P.)
0 shares
1.8 percent
Jeffrey B. Lane
Exchange Shares:
536,107 shares
0 shares
1.1 percent
Post-Offering Shares:
100 shares (Non-Restricted)
536,107 shares
10
<PAGE>
0 shares
1.1 percent
Joseph R. Lasser
Exchange Shares:
254,864 shares (includes 170,989 shares held by Lasser Associates,
L.P.)
0 shares
0.5 percent
Post-Offering Shares:
0 shares
222,082 shares (includes 170,989 shares held by Lasser Associates,
L.P.)
0 shares
0.4 percent
Richard S. Levine
Exchange Shares:
502,237 shares
0 shares
1.1 percent
Post-Offering Shares:
0 shares
462,270 shares
0 shares
0.9 percent
Christopher J. Lockwood
Exchange Shares:
467,362 shares
0 shares
1.0 percent
Post-Offering Shares:
0 shares
407,248 shares
0 shares
0.8 percent
Lawrence Marx III
Exchange Shares:
538,660 shares (includes 281,996 shares held by Lawrence Marx III
Associates, L.P.)
0 shares
1.1 percent
Post-Offering Shares:
0 shares
469,375 shares (includes 212,711 shares held by Lawrence Marx III
Associates, L.P.)
0 shares
0.9 percent
Robert Matza
Exchange Shares:
321,464 shares
11
<PAGE>
0 shares
0.7 percent
Post-Offering Shares:
100 shares (Non-Restricted)
321,464 shares
0 shares
0.6 percent
Robert R. McComsey
Exchange Shares:
484,687 shares
0 shares
1.0 percent
Post-Offering Shares:
0 shares
426,882 shares
0 shares
0.9 percent
Martin McKerrow
Exchange Shares:
305,492 shares (includes 55,360 shares held by McKerrow Associates,
L.P.)
0 shares
0.7 percent
Post-Offering Shares:
0 shares
266,199 shares (includes 55,360 shares held by McKerrow Associates,
L.P.)
0 shares
0.5 percent
Martin E. Messinger
Exchange Shares:
995,349 shares (includes 574,870 shares held by Messinger Associates,
L.P.)
0 shares
2.1 percent
Post-Offering Shares:
0 shares
867,324 shares (includes 446,845 shares held by Messinger Associates,
L.P.)
0 shares
1.7 percent
Beth W. Nelson
Exchange Shares:
898,305 shares
0 shares
1.9 percent
Post-Offering Shares:
0 shares
782,762 shares
0 shares
12
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1.6 percent
Roy R. Neuberger
Exchange Shares:
192,920 shares (includes 155,379 shares held by Neuberger Associates,
L.P.)
0 shares
0.4 percent
Post-Offering Shares:
0 shares
169,912 shares (includes 132,371 shares held by Neuberger Associates,
L.P.)
0 shares
0.3 percent
Harold J. Newman
Exchange Shares:
339,423 shares (includes 164,024 shares held by Newman Associates,
L.P.)
0 shares
0.7 percent
Post-Offering Shares:
0 shares
298,942 shares (includes 137,037 shares held by Newman Associates,
L.P.)
0 shares
0.6 percent
Daniel P. Paduano
Exchange Shares:
783,811 shares (includes 631,285 shares held by Paduano Associates,
L.P.)
0 shares
1.7 percent
Post-Offering Shares:
0 shares
682,994 shares (includes 631,285 shares held by Paduano Associates,
L.P.)
0 shares
1.4 percent
Norman H. Pessin
Exchange Shares:
115,206 shares
0 shares
0.2 percent
Post-Offering Shares:
Departing Person
13
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Leslie M. Pollack
Exchange Shares:
278,806 shares
306,322 shares (held by Pollack 1998 Grantor Retained Annuity Trust,
with respect to which Mr. Pollack, as trustee, shares investment
control) 1.2 percent
Post-Offering Shares:
0 shares
278,806 shares
236,538 shares (held by Pollack 1998 Grantor Retained Annuity Trust,
with respect to which Mr. Pollack, as trustee, shares investment
control) 1.0 percent
William A. Potter
Exchange Shares:
233,346 shares (includes 67,658 shares held by Potter Associates, L.P.)
0 shares
0.5 percent
Post-Offering Shares:
Departing Person
Janet W. Prindle
Exchange Shares:
893,989 shares
0 shares
1.9 percent
Post-Offering Shares:
0 shares
787,369 shares
0 shares
1.6 percent
C. Carl Randolph
Exchange Shares:
215,129 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
187,458 shares
0 shares
0.4 percent
Kevin L. Risen
Exchange Shares:
369,930 shares
0 shares
0.8 percent
Post-Offering Shares:
0 shares
322,348 shares
0 shares
0.6 percent
Daniel H. Rosenblatt
Exchange Shares:
324,396 shares
0 shares
0.7 percent
Post-Offering Shares:
0 shares
298,603 shares
14
<PAGE>
0 shares
0.6 percent
J. Curt Schnackenberg
Exchange Shares:
214,988 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
187,336 shares
0 shares
0.4 percent
Heidi L. Schneider (formerly named: Heidi S. Steiger)
Exchange Shares:
609,977 shares (includes 65,340 shares held by Steiger Associates,
L.P.)
0 shares
1.3 percent
Post-Offering Shares:
100 shares (Non-Restricted)
609,977 shares (includes 65,340 shares held by Steiger Associates,
L.P.)
0 shares
1.2 percent
Marvin C. Schwartz
Exchange Shares:
5,666,219 shares (includes 2,281,801 shares held by Schwartz CS
Associates, L.P. and 2,281,801 shares held by Schwartz ES Associates,
L.P.)
0 shares
12.1 percent
Post-Offering Shares:
0 shares
4,937,411 shares (includes 1,917,397 shares held by Schwartz CS
Associates, L.P. and 1,917,397 shares held by Schwartz ES Associates,
L.P.)
0 shares
9.9 percent
Jennifer K. Silver
Exchange Shares:
387,686 shares
0 shares
0.8 percent
Post-Offering Shares:
0 shares
341,449 shares
0 shares
0.7 percent
15
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Kent C. Simons
Exchange Shares:
771,588 shares
0 shares
1.6 percent
Post-Offering Shares:
0 shares
672,343 shares
0 shares
1.3 percent
R. Edward Spilka
Exchange Shares:
444,831 shares
106,588 shares (held by Robert Edward Spilka 1998 Grantor Retained
Annuity Trust, with respect to which Mr. Spilka, as trustee, shares
investment control) 1.2 percent
Post-Offering Shares:
0 shares
396,905 shares
83,588 shares (held by Robert Edward Spilka 1998 Grantor Retained
Annuity Trust, with respect to which Mr. Spilka, as trustee, shares
investment control) 1.0 percent
Gloria H. Spivak
Exchange Shares:
213,863 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
188,357 shares
0 shares
0.4 percent
Bernard Z. Stein
Exchange Shares:
131,773 shares
0 shares
0.3 percent
Post-Offering Shares:
0 shares
116,057 shares
0 shares
0.2 percent
Fred Stein
Exchange Shares:
320,455 shares
0 shares
0.7 percent
16
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Post-Offering Shares:
0 shares
279,237 shares
0 shares
0.6 percent
Eleanor Moore Sterne
Exchange Shares:
355,059 shares
0 shares
0.8 percent
Post-Offering Shares:
0 shares
309,390 shares
0 shares
0.6 percent
Stephanie J. Stiefel
Exchange Shares:
281,317 shares (includes 22,658 shares held by Stiefel Associates,
L.P.)
0 shares
0.6 percent
Post-Offering Shares:
0 shares
277,738 shares (includes 22,658 shares held by Stiefel Associates,
L.P.)
0 shares
0.6 percent
Philip A. Straus
Exchange Shares:
128,772 shares
0 shares
0.3 percent
Post-Offering Shares:
0 shares
112,209 shares
0 shares
0.2 percent
Peter Strauss
Exchange Shares:
65,341 shares
0 shares (excludes 270,438 shares held by The Strauss 1998 Trust, with
respect to which Mr. Strauss has no investment control) 0.1 percent
Post-Offering Shares:
0 shares
65,341 shares
0 shares (excludes 227,249 shares held by The Strauss 1998 Trust, with
respect to which Mr. Strauss has no investment control)
0.1 percent
17
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Peter E. Sundman
Exchange Shares:
324,777 shares (includes 130,788 shares held by Sundman Associates,
L.P.)
0 shares
0.7 percent
Post-Offering Shares:
100 shares (Non-Restricted)
324,777 shares (includes 130,788 shares held by Sundman Associates,
L.P.)
0 shares
0.6 percent
Allan D. Sutton
Exchange Shares:
218,797 shares
172,491 shares (held by Allan D. Sutton 1998 Grantor Retained Annuity
Trust, with respect to which Mr. Sutton, as trustee, shares investment
control) (excludes 19,165 shares held by The Sutton 1998 GST Trust,
with respect to which Mr. Sutton has no investment control) 0.5 percent
Post-Offering Shares:
0 shares
192,039 shares
145,733 shares (held by Allan D. Sutton 1998 Grantor Retained Annuity
Trust, with respect to which Mr. Sutton, as trustee, shares investment
control) (excludes 15,315 shares held by The Sutton 1998 GST Trust,
with respect to which Mr. Sutton has no investment control) 0.4 percent
Richard J. Sweetnam, Jr.
Exchange Shares:
435,424 shares
0 shares
0.9 percent
Post-Offering Shares:
0 shares
418,979 shares
0 shares
0.8 percent
Judith M. Vale
Exchange Shares:
878,576 shares
0 shares
1.9 percent
Post-Offering Shares:
0 shares
773,794 shares
0 shares
1.5 percent
David I. Weiner
Exchange Shares:
551,587 shares
75,794 shares (held by Weiner 1998 Grantor Retained Annuity Trust, with
18
<PAGE>
respect to which Mr. Weiner, as trustee, shares investment control) 1.3
percent
Post-Offering Shares:
0 shares
501,897 shares
50,660 shares (held by Weiner 1998 Grantor Retained Annuity Trust, with
respect to which Mr. Weiner, as trustee, shares investment control) 1.1
percent
Michael J. Weiner
Exchange Shares:
214,447 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
214,447 shares
0 shares
0.4 percent
Dietrich Weismann
Exchange Shares:
2,292,418 shares (includes 1,107,795 shares held by Weismann
Associates,
L.P.)
0 shares
4.9 percent
Post-Offering Shares:
0 shares
2,019,016 shares (includes 834,393 shares held by Weismann Associates,
L.P.)
0 shares
4.0 percent
Leslie J. Werkstell
Exchange Shares:
214,788 shares
0 shares
0.5 percent
Post-Offering Shares:
0 shares
214,788 shares
0 shares
0.4 percent
Allan R. White, III
Exchange Shares:
371,038 shares
0 shares
0.8 percent
Post-Offering Shares:
0 shares
371,038 shares
19
<PAGE>
0 shares
0.7 percent
Lawrence Zicklin
Exchange Shares:
1,590,349 shares (includes 768,525 shares held by Zicklin Associates,
L.P.)
0 shares
3.4 percent
Post-Offering Shares:
100 shares (Non-Restricted)
1,590,349 shares (includes 768,525 shares held by Zicklin Associates,
L.P.)
0 shares
3.2 percent
20
<PAGE>
FAMILY AFFILIATES:
NAME OF REPORTING PERSON:
TYPE OF REPORTING PERSON:
EXCHANGE SHARES:
SOLE DISPOSITIVE POWER:
AGGREGATE PERCENTAGE OF BENEFICIAL OWNERSHIP:
POST-OFFERING SHARES:
SOLE DISPOSITIVE POWER:
AGGREGATE PERCENTAGE OF BENEFICIAL OWNERSHIP:
Herbert W. Ackerman Associates, L.P.
PN
Exchange Shares:
285,061 shares
0.6 percent
Post-Offering Shares:
Departing Person
Appel Associates, L.P.
PN
Exchange Shares:
211,410 shares
0.4 percent
Post-Offering Shares:
0 shares
0.0 percent
Berlin Associates, L.P.
PN
Exchange Shares:
441,900 shares
0.9 percent
Post-Offering Shares:
348,420 shares
0.7 percent
Bolton Associates, L.P.
PN
Exchange Shares:
117,775 shares
0.3 percent
Post-Offering Shares:
117,775 shares
0.2 percent
Cantor Associates, L.P.
PN
Exchange Shares:
1,187,756 shares
2.5 percent
21
<PAGE>
Post-Offering Shares:
1,187,756 shares
2.4 percent
Cavallo Associates, L.P.
PN
Exchange Shares:
285,061 shares
0.6 percent
Post-Offering Shares:
Departing Person
Egener Associates, L.P.
PN
Exchange Shares:
282,193 shares
0.6 percent
Post-Offering Shares:
Departing Person
Francfort 1998 Grantor Retained Annuity Trust
OO
Exchange Shares:
224,243 shares
0.5 percent
Post-Offering Shares:
159,200 shares
0.3 percent
Ganek Associates, L.P.
PN
Exchange Shares:
108,172 shares
0.2 percent
Post-Offering Shares:
53,959 shares
0.1 percent
Giuliano Associates, L.P.
PN
Exchange Shares:
79,121 shares
0.2 percent
Post-Offering Shares:
70,989 shares
0.1 percent
Goldstein Associates, L.P.
PN
Exchange Shares:
58,763 shares
0.1 percent
22
<PAGE>
Post-Offering Shares:
55,763 shares
0.1 percent
Kamen Associates, L.P.
PN
Exchange Shares:
68,556 shares
0.1 percent
Post-Offering Shares:
68,556 shares
0.1 percent
Kassen Associates, L.P.
PN
Exchange Shares:
337,804 shares
0.7 percent
Post-Offering Shares:
337,804 shares
0.7 percent
Klingenstein Associates, L.P.
PN
Exchange Shares:
154,672 shares
0.3 percent
Post-Offering Shares:
129,971 shares
0.3 percent
Lainoff Associates, L.P.
PN
Exchange Shares:
240,498 shares
0.5 percent
Post-Offering Shares:
139,962 shares
0.3 percent
Lasser Associates, L.P.
PN
Exchange Shares:
170,989 shares
0.4 percent
Post-Offering Shares:
170,989 shares
0.3 percent
23
<PAGE>
Lawrence Marx III Associates, L.P.
PN
Exchange Shares:
281,996 shares
0.6 percent
Post-Offering Shares:
212,711 shares
0.4 percent
McKerrow Associates, L.P.
PN
Exchange Shares:
55,360 shares
0.1 percent
Post-Offering Shares:
55,360 shares
0.1 percent
Messinger Associates, L.P.
PN
Exchange Shares:
574,870 shares
1.2 percent
Post-Offering Shares:
446,845 shares
0.9 percent
Neuberger Associates, L.P.
PN
Exchange Shares:
155,379 shares
0.3 percent
Post-Offering Shares:
132,371 shares
0.3 percent
Newman Associates, L.P.
PN
Exchange Shares:
164,024 shares
0.3 percent
Post-Offering Shares:
137,037 shares
0.3 percent
Paduano Associates, L.P.
PN
Exchange Shares:
631,285 shares
1.3 percent
Post-Offering Shares:
631,285 shares
1.3 percent
24
<PAGE>
Pollack 1998 Grantor Retained Annuity Trust
OO
Exchange Shares:
306,322 shares
0.7 percent
Post-Offering Shares:
236,538 shares
0.5 percent
Potter Associates, L.P.
PN
Exchange Shares:
67,658 shares
0.1 percent
Post-Offering Shares:
Departing Person
Schwartz CS Associates, L.P.
PN
Exchange Shares:
2,281,801 shares
4.9 percent
Post-Offering Shares:
1,917,397 shares
3.8 percent
Schwartz ES Associates, L.P.
PN
Exchange Shares:
2,281,801 shares
4.9 percent
Post-Offering Shares:
1,917,397 shares
3.8 percent
Robert Edward Spilka 1998 Grantor Retained Annuity Trust
OO
Exchange Shares:
106,588 shares
0.2 percent
Post-Offering Shares:
83,588 shares
0.2 percent
Steiger Associates, L.P.
PN
Exchange Shares:
65,340 shares
0.1 percent
Post-Offering Shares:
65,340 shares
0.1 percent
25
<PAGE>
Stiefel Associates, L.P.
PN
Exchange Shares:
22,658 shares
0.0 percent
Post-Offering Shares:
22,658 shares
0.0 percent
The Strauss 1998 Trust
OO
Exchange Shares:
270,438 shares
0.6 percent
Post-Offering Shares:
227,249 shares
0.5 percent
Sundman Associates, L.P.
PN
Exchange Shares:
130,788 shares
0.3 percent
Post-Offering Shares:
130,788 shares
0.3 percent
Allan D. Sutton 1998 Grantor Retained Annuity Trust
OO
Exchange Shares:
172,491 shares
0.4 percent
Post-Offering Shares:
145,733 shares
0.3 percent
The Sutton 1998 GST Trust
OO
Exchange Shares:
19,165 shares
0.0 percent
Post-Offering Shares:
15,315 shares
0.0 percent
Weiner 1998 Grantor Retained Annuity Trust
OO
Exchange Shares:
75,794 shares
0.2 percent
Post-Offering Shares:
50,660 shares
0.1 percent
26
<PAGE>
Weismann Associates, L.P.
PN
Exchange Shares:
1,107,795 shares
2.4 percent
Post-Offering Shares:
834,393 shares
1.7 percent
Zicklin Associates, L.P.
PN
Exchange Shares:
768,525 shares
1.6 percent
Post-Offering Shares:
768,525 shares
1.5 percent
27
<PAGE>
Item 1. Security and Issuer
- -------------------------------------
This statement on Schedule 13D relates to the Common Stock,
par value $0.01 (the "Common Stock"), of Neuberger Berman Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 605 Third Avenue, New York, New York 10158.
Item 2. Identity and Background
- -----------------------------------------
(a), (b), (c), (f) Appendix A to this Schedule 13D contains
the names of the individual persons (each, a "Principal") and the persons to
whom such Principal transferred a limited liability company interest in the
Company (each, a "Family Affiliate"; together with the Principals, the
"Reporting Persons"), who beneficially own Common Stock subject to a
Stockholders Agreement, dated as of August 2, 1999, to which the Reporting
Persons are party (as amended from time to time, the "Stockholders Agreement").
The Reporting Persons are together making this filing because
they may be deemed to constitute a "group" for purposes of Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), solely due
to their being subject to the voting provisions in the Stockholders Agreement,
described below. Information with respect to each Reporting Person is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by any other Reporting
Person. The Reporting Persons have entered into a Joint Filing Agreement, dated
October 13, 1999 (the "Joint Filing Agreement"), which is attached hereto as
Exhibit 1.
Each Principal is a director, executive officer and/or senior
professional employee of the Company. The Company is an independent investment
advisory firm providing clients, through its subsidiaries, with a broad array of
investment strategies and products. Its principal business segments include:
Private Asset Management, Mutual Fund and Institutional; and Professional
Securities Services. The business address of each Principal is 605 Third Avenue,
New York, New York 10158. Each Family Affiliate is a family limited partnership
or trust formed by a Principal for investment and estate planning purposes. The
business address of each Family Affiliate is c/o Neuberger Berman Trust Company
of Delaware, 919 Market Street, Suite 506, Wilmington, Delaware 19801.
(d), (e) During the last five years, none of the Reporting
Persons nor any of the partners or trustees of any Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or to a finding of any violation with respect to such
laws.
28
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
- -------------------------------------------------------------------
The Common Stock has been acquired by the Reporting Persons in
exchange for their interests (the "Exchange") in Neuberger Berman, LLC ("NB
LLC") and Neuberger Berman Management Inc. ("NBMI"). The Family Affiliates
acquired their interests in NB LLC through contributions from the Principals.
The Non-Restricted Shares acquired by certain Reporting
Persons were acquired with the personal funds of the respective Reporting
Person.
Item 4. Purpose of Transaction
- ----------------------------------------
The Reporting Persons acquired the Common Stock in connection
with the Exchange or, with respect to Non-Restricted Shares, by purchases in the
secondary market. Except as described in Item 6 of this Schedule 13D, none of
the Reporting Persons have any present plans or proposals with respect to the
Company which relate to or would result in any of the events enumerated in
Item 4 of Schedule 13D.
Each Reporting Person is expected to evaluate on an ongoing
basis the Company's financial condition and prospects and his, her or its
interests in and with respect to the Company. Accordingly, each Reporting Person
may change his, her or its plans and intentions at any time and from time to
time. In particular, each Reporting Person may at any time and from time to time
acquire or dispose of shares of Common Stock. Reporting Persons may from time to
time in the future acquire beneficial ownership of certain other Common Stock in
connection with employee compensation, benefit or similar plans sponsored by the
Company.
Item 5. Interest in the Securities of the Issuer
- ----------------------------------------------------------
(a) Rows (11) and (13) of the cover page to this Schedule 13D
and Appendix A are hereby incorporated by reference. None of the Common Stock
reported in rows (11) and (13) of the cover page to this Schedule 13D and
Appendix A are shares as to which there is a right to acquire exercisable within
60 days.
(b) Rows (7) through (10) of the cover page to this
Schedule 13D and Appendix A are hereby incorporated by reference.
(c) Except as described in Annex A, no Reporting Person has
effected any transactions in Common Stock during the past 60 days.
(d), (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
- ------------------------------------------------------------------------
29
<PAGE>
A. Family Affiliates
-----------------
Many of the Principals have formed one or more Family
Affiliates as a family limited partnership or trust for investment and estate
planning purposes. For each Family Affiliate that is a family limited
partnership, the respective Principal is the sole stockholder of its sole
general partner and exercises sole voting and investment control over the Family
Affiliate. For each Family Affiliate that is a grantor retained annuity trust,
the respective Principal, as trustee, has sole voting control and shares
investment control with Neuberger Berman Trust Company of Delaware and one or
more other trustees. For each of The Strauss 1998 Trust and The Sutton 1998 GST
Trust, Mr. Strauss and Mr. Sutton, respectively, have no voting or investment
control.
B. Joint Filing Agreement
----------------------
Each Reporting Person listed on Appendix A to this
Schedule 13D is a party to the Joint Filing Agreement, in which the Reporting
Persons have agreed that this Schedule 13D (and any amendments thereto) in
respect of the Common Stock be filed jointly on behalf of each such person, and
further agreed that this agreement be included as an exhibit to such joint
filings. The Joint Filing Agreement is filed as an exhibit to this Schedule 13D
as Exhibit 1 and the foregoing summary of the terms of this agreement is
qualified in its entirety by reference thereto.
C. Stockholders Agreement
----------------------
Each Reporting Person listed on Appendix A to this
Schedule 13D and the Company are parties to the Stockholders Agreement as a
condition precedent to the closing under the Exchange. The Stockholders
Agreement is filed as an exhibit to this Schedule 13D as Exhibit 2 and the
following summary of the terms of this agreement is qualified in its entirety by
reference thereto. For purposes of this Item 6, certain capitalized terms
used herein without definition shall have the meanings specified in the
Stockholders Agreement
The Stockholders Agreement generally applies to only Common
Stock acquired by the Reporting Persons pursuant to the Exchange and does not
apply to Common Stock acquired by the Reporting Persons in connection with any
employee compensation, benefit or similar plans sponsored by the Company or
through the open market.
i. Transfer Restrictions
Each Reporting Person has agreed in the Stockholders
Agreement, among other things, (a) to not transfer any Post-Offering Shares
prior to January 1, 2002, (b) to transfer no more than 10 percent of the
aggregate Initial Post-Offering Shares beneficially owned by such Reporting
Person in any calender year, cumulatively, and (c) to retain beneficial
ownership of Post-Offering Shares at least equal to 30 percent of the cumulative
number of Initial Post-Offering Shares beneficially owned by him, her or it
prior to the third anniversary of the Principal's Employment Termination Date.
If any
30
<PAGE>
Principal's Employment Termination Date occurs prior to January 1, 2003,
such Principal and his or her Family Affiliates may not, among other things,
transfer any Post-Offering Shares prior to January 1, 2007.
ii. Certificates to be Held by the Company
Each Reporting Person has agreed that the certificates
representing such Reporting Person's Post-Offering Shares shall be issued in the
name of a nominee holder to be designated by the Company and shall be held in
custody by the Company at its principal office. Upon a written statement by the
Reporting Person that he, she or it is then permitted to transfer a specified
number of Post-Offering Shares under the provisions of the Stockholders
Agreement, the Company shall cause the nominee holder to promptly release from
custody the certificates representing such specified number of such Reporting
Persons's Post-Offering Shares which are then intended and permitted to be
transferred.
Whenever the nominee holder shall receive any cash dividend or
other cash distribution upon any Post-Offering Shares, the Company shall cause
the nominee holder to distribute promptly such cash dividend or other
distribution to the Reporting Persons. Notwithstanding the foregoing, during
the pendency of any dispute between the Company and any Reporting Person under
the Stockholders Agreement, the Exchange Agreement or the Non-Competition
Agreement of such Reporting Person, all cash dividends and other cash
distributions received by the nominee holder in respect of the Post-Offering
Shares of such Reporting Person shall be retained by the nominee holder and
shall not be distributed until the final resolution of such dispute.
iii. Voting Provisions
Prior to any vote of the stockholders of the Company, the
Stockholders' Agreement requires a separate, Preliminary Vote on each matter
upon which a vote of the shareholders is proposed to be taken. Each Founder
Share held by a Reporting Person will be voted in accordance with the majority
of the votes cast in the Preliminary Vote. For purposes of effecting such votes,
each Founder Stockholder has appointed the Secretary of the Company as his, her
or its attorney-in-fact and agent.
These voting provisions shall terminate with respect to any
Principal and his, her or its Family Affiliates at the close of business on the
Employment Termination Date of such Principal.
iv. Right to Purchase Shares
If, on or prior to the third anniversary of the Employment
Termination Date of any Principal, the Board of Directors determines in its good
faith judgment that such Principal has engaged in Harmful Activity, the Company
shall have the right to purchase, at any time or from time to time, from such
Principal, the number of Post-Offering Shares owned by such Principal and his or
her Family Affiliates that could not have been transferred by such Reporting
Persons in accordance with the Stockholders Agreement.
31
<PAGE>
Item 7. Materials to be Filed as Exhibits
- ---------------------------------------------------
Exhibit 1: Joint Filing Agreement, dated October 12, 1999, among the
Reporting Persons.
Exhibit 2: Stockholders Agreement, dated August 2, 1999,
among the Company and the Reporting Persons.
Exhibit 3: Power of Attorney, dated various dates, by each Reporting
Person.
32
<PAGE>
Signature
- ---------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: OCTOBER 15, 1999
-------------------
By: /s/ C. CARL RANDOLPH
--------------------
Name: C. Carl Randolph
Title: Attorney-in-Fact for each Reporting
Person, pursuant to a Joint Filing
Agreement attached hereto as Exhibit 1 and
a Power of Attorney attached hereto as
Exhibit 3
33
<PAGE>
ANNEX A
Item 5(c). Description of All Transactions in the Common Stock
Effected During the Last 60 Days by the Reporting Persons
- ---------------------------------------------------------------------------
On October 7, 1999, the Reporting Persons acquired beneficial
ownership of an aggregate of 42,727,273 shares of Common Stock in exchange for
their interests in NB LLC and NBMI ("Exchange Shares").
Effective October 13, 1999, certain Reporting Persons disposed
of an aggregate of 4,219,697 shares of Common Stock in the Offering. In
addition, the Company issued an additional 3,030,303 shares for a total of
7,250,000 shares. Prior to the completion of the Offering, the Company
contributed 4,264,344 shares to a defined contribution plan established by the
Company. The Company issued the remaining shares to the public in the Offering.
Seven Reporting Persons also each purchased 100 shares of Common Stock in the
secondary market that will not be subject to the voting provisions in the
Stockholders Agreement (the "Non-Restricted Securities") and are not included in
the definition of Exchange Shares or Post-Offering Shares. Exchange Shares
retained by the Reporting Persons following the Offering are referred to herein
as "Post-Offering Shares."
After giving effect to the Exchange and the initial
contribution of shares of Common Stock to the defined contribution plan, the
Reporting Persons (including the Departing Persons) beneficially owned 90.9% of
the outstanding shares of Common Stock of the Company. Immediately after the
Offering and as a result of the transactions described in the preceding
paragraph, the Reporting Persons who remained subject to the voting provisions
in the Stockholders Agreement beneficially owned 72.3 percent of the outstanding
shares of Common Stock of the Company.
34
<PAGE>
35
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D
filed herewith (and any amendments thereto) in respect of the shares of common
stock (the "Common Stock") of Neuberger Berman Inc., a Delaware corporation, is
filed jointly on behalf of each such person, and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filings. This Joint
Filing Agreement constitutes the entire agreement of the undersigned with
respect to the subject matter hereof and supersedes and replaces any prior joint
filing agreement entered into by any of the undersigned in respect of the Common
Stock.
In evidence thereof, the undersigned, being duly authorized,
hereby execute this Agreement as of this 12th day of October, 1999.
By: /s/ C. CARL RANDOLPH
---------------------------
Name: C. Carl Randolph
Title: Attorney-in-Fact for each Reporting
Person listed on Schedule A attached
hereto, pursuant to a Power of Attorney
attached as Exhibit 3 to the Schedule 13D
filed herewith
<PAGE>
36
Schedule A to
Exhibit 1
REPORTING PERSONS
PRINCIPALS:
Herbert W. Ackerman Janet W. Prindle
Robert J. Appel C. Carl Randolph
John J. Barker Kevin L. Risen
Howard R. Berlin Daniel H. Rosenblatt
Jeffrey Bolton J. Curt Schnackenberg
Richard A. Cantor Marvin C. Schwartz
Vincent T. Cavallo Jennifer K. Silver
Lawrence J. Cohn Kent C. Simons
Robert W. D'Alelio R. Edward Spilka
Salvatore D'Elia Gloria H. Spivak
Stanley Egener Heidi L. Schneider
Michael N. Emmerman Bernard Z. Stein
Robert D. English Fred Stein
Jack M. Ferraro Eleanor Moore Sterne
Gregory P. Francfort Stephanie J. Stiefel
Howard L. Ganek Philip A. Straus
Robert I. Gendelman Peter Strauss
Theodore P. Giuliano Peter E. Sundman
Mark R. Goldstein Allan D. Sutton
Lee H. Idleman Richard J. Sweetnam, Jr.
Alan L. Jacobs Judith M. Vale
Kenneth M. Kahn David I. Weiner
Michael W. Kamen Michael J. Weiner
Michael M. Kassen Dietrich Weismann
Mark P. Kleiman Leslie J. Werkstell
Lee P. Klingenstein Allan R. White, III
Irwin Lainoff Lawrence Zicklin
Jeffrey B. Lane
Joseph R. Lasser
Richard S. Levine
Christopher J. Lockwood
Lawrence Marx III
Robert Matza
Robert R. McComsey
Martin McKerrow
Martin E. Messinger
Beth W. Nelson
Roy R. Neuberger
Harold J. Newman
Daniel P. Paduano
Norman H. Pessin
Leslie M. Pollack
William A. Potter
<PAGE>
37
FAMILY AFFILIATES:
Herbert W. Ackerman Associates, L.P.
Appel Associates, L.P.
Berlin Associates, L.P.
Bolton Associates, L.P.
Cantor Associates, L.P.
Cavallo Associates, L.P.
Egener Associates, L.P.
Francfort 1998 Grantor Retained Annuity Trust
Ganek Associates, L.P.
Giuliano Associates, L.P.
Goldstein Associates, L.P.
Kamen Associates, L.P.
Kassen Associates, L.P.
Klingenstein Associates, L.P.
Lainoff Associates, L.P.
Lasser Associates, L.P.
Lawrence Marx III Associates, L.P.
McKerrow Associates, L.P.
Messinger Associates, L.P.
Neuberger Associates, L.P.
Newman Associates, L.P.
Paduano Associates, L.P.
Pollack 1998 Grantor Retained Annuity Trust
Potter Associates, L.P.
Schwartz CS Associates, L.P. Schwartz ES Associates, L.P.
Robert Edward Spilka 1998 Grantor Retained Annuity Trust
Steiger Associates, L.P.
Stiefel Associates, L.P.
Strauss 1998 Trust
Sundman Associates, L.P.
Allan D. Sutton 1998 Grantor Retained Annuity Trust
Sutton 1998 GST Trust
Weiner 1998 Grantor Retained Annuity Trust
Weismann Associates, L.P.
Zicklin Associates, L.P.
<PAGE>
Exhibit 2
EXECUTION COPY
================================================================================
NEUBERGER BERMAN INC.
STOCKHOLDERS AGREEMENT
Dated as of August 2, 1999
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I
LIMITATIONS ON TRANSFER OF SHARES...............................................................2
Section 1.1. Transfers Generally...............................................................2
Section 1.2. Transfers Following Death or Disability...........................................3
Section 1.3. Transfers with the Consent of Board of Directors..................................4
Section 1.4. Compliance with Law and Regulations...............................................4
Section 1.5. Legend on Certificates; Entry of Stop Transfer Orders.............................4
Section 1.6. Certificates to be Held by Company................................................4
Section 1.7. Transfers in Violation of Agreement Void..........................................6
ARTICLE II
VOTING AGREEMENT................................................................................6
Section 2.1. Preliminary Vote of Founder Stockholders..........................................6
Section 2.2. Voting by Founder Stockholders....................................................6
Section 2.3. Termination of Voting Provisions..................................................7
ARTICLE III
RIGHT TO PURCHASE SHARES........................................................................7
Section 3.1. Right of the Company to Purchase Shares in Case of Harmful
Activity...............................................................................7
Section 3.2. Notice of Harmful Activity........................................................8
ARTICLE IV
REPRESENTATIONS AND WARRANTIES..................................................................8
Section 4.1. Representations and Warranties of the Founder Stockholders........................8
Section 4.2. Representations and Warranties of the Company.....................................9
ARTICLE V
DEFINITIONS.....................................................................................9
i
<PAGE>
ARTICLE VI
MISCELLANEOUS..................................................................................16
Section 6.1. Notices..........................................................................16
Section 6.2. Term of the Agreement............................................................16
Section 6.3. Amendments; Waivers..............................................................16
Section 6.4. Adjustment Upon Changes in Capitalization........................................17
Section 6.6. Severability.....................................................................17
Section 6.7. Representatives, Successors and Assigns..........................................17
Section 6.8. Governing Law....................................................................18
Section 6.9. Specific Performance.............................................................18
Section 6.10. Arbitration.....................................................................18
Section 6.11. Submission to Jurisdiction; Waiver of Immunity..................................19
Section 6.12. Further Assurances..............................................................19
Section 6.13. Execution in Counterparts.......................................................19
Section 6.14. Entire Agreement................................................................19
Schedule I
Schedule II
</TABLE>
ii
<PAGE>
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "AGREEMENT") is dated as of
August 2, 1999, by and among (I) Neuberger Berman Inc., a Delaware corporation
(the "COMPANY"), (II) the Principals (as defined below) listed on Schedule I
hereto and (III) the Family Affiliates (as defined below) listed on Schedule II
hereto. Capitalized terms used herein have their respective meanings set forth
in Article V of this Agreement.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into a Plan of Merger
and Exchange Agreement, dated as of the date hereof (the "EXCHANGE AGREEMENT"),
pursuant to which (I) the Principals and their Family Affiliates, as sole
members of Neuberger Berman, LLC, a Delaware limited liability company ("NB
LLC"), will contribute their respective interests in NB LLC to the Company in
exchange for shares of common stock, par value $.01 (the "COMMON STOCK"), of the
Company (the "EXCHANGE") and (II) Neuberger Berman Sub Inc., a wholly-owned
direct subsidiary of the Company, will merge into Neuberger Berman Management
Inc., a New York corporation ("NBMI"), with the Principals, as the sole
shareholders of NBMI, will receive shares of the Common Stock (the "MERGER");
WHEREAS, as a result of the Exchange and Merger, the
Principals and their Family Affiliates (collectively, the "FOUNDER
STOCKHOLDERS") will Own all of the issued and outstanding Common Stock;
WHEREAS, the Company and the Founder Stockholders desire to
enter into certain agreements with respect to the Transfer and voting of their
Common Stock and various other matters in order to continue harmonious
relationships among the themselves with respect to the conduct of the business
and affairs of the Company;
WHEREAS, most of the Principals have devoted a substantial
portion of their professional careers with the Company Group and its
predecessors, and the parties hereto desire to encourage the Principals to
continue their long-term professional association with the Company for the good
of all parties; and
WHEREAS, it is a condition precedent to the closing under the
Exchange Agreement that the parties hereto enter into this Agreement.
<PAGE>
NOW THEREFORE, in consideration of the premises and of the
mutual agreements, covenants and provisions herein contained and for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I
LIMITATIONS ON TRANSFER OF SHARES
Section 1.1. TRANSFERS GENERALLY. Each Founder Stockholder
agrees that, in addition to any restrictions imposed by law, no Founder
Stockholder shall Transfer any Founder Shares Owned by such Founder Stockholder,
except that:
(a) Subject to Sections 1.1(b) and 1.1(c), each Principal,
together with his or her Family Affiliates, may in the aggregate
Transfer (X) on and after January 1, 2002 and prior to January 1, 2003,
a number of Founder Shares not to exceed the sum of such Principal's
Unsold IPO Allotment and 10% of the aggregate Number of Initial Founder
Shares Owned by such Principal and Family Affiliates and (Y) in each
calender year commencing January 1, 2003, a number of Founder Shares
not to exceed 10% of the aggregate Number of Initial Founder Shares
Owned by such Principal and Family Affiliates, PROVIDED that, in the
case of each of the preceding clauses (x) and (y):
(i) Prior to the third anniversary of the Employment
Termination Date of such Principal, neither such Principal nor
any of his or her Family Affiliates may Transfer Founder
Shares if, as a result of such Transfer, such Principal and
Family Affiliates would in the aggregate Own less than that
number of Founder Shares that is equal to 30% of the aggregate
Number of Initial Founder Shares Owned by such Principal and
Family Affiliates; and
(ii) Commencing on such Principal's Employment
Termination Date and continuing until the third anniversary
thereof, such Principal and his or her Family Affiliates may
not Transfer any Founder Shares other than Founder Shares
eligible to be Transferred but not Transferred on or prior to
such Employment Termination Date; and
2
<PAGE>
(iii) Any Founder Shares in respect of which the
Company has exercised its right of purchase pursuant to
Article III hereof may only be Transferred in accordance with
Article III.
Any number of Founder Shares eligible to be Transferred in any calendar
year under this Section 1.1(a) but not so Transferred may be
Transferred in any future calendar year without any restriction imposed
by this Section 1.1(a).
(b) Notwithstanding Section 1.1(a), if the Employment
Termination Date of any Principal occurs prior to January 1, 2003,
(i) Such Principal and his or her Family
Affiliates may not Transfer any Founder Shares prior to
January 1, 2007; and
(ii) Subject to Section 3.1, on and after January 1,
2007, such Principal, together with his or her Family
Affiliates, may in the aggregate Transfer in any calendar year
up to that number of Founder Shares that is equal to 20% of
the aggregate number of Founder Shares Owned by such Principal
and his or her Family Affiliates on the Employment Termination
Date of such Principal, PROVIDED that any number of Founder
Shares that was eligible to be Transferred under this clause
(ii) but not so Transferred may be Transferred in any future
calendar year without regard to the 20% annual limit imposed
on Transfers by this clause (ii);
PROVIDED, further, that this Section 1.1(b) shall not apply if such
Principal's employment with the Company Group was terminated by the
Company Group without Cause.
(c) Notwithstanding Sections 1.1 (a) and 1.1(b), no Principal
nor any of his or her Family Affiliates may Transfer Founder Shares
during the pendency of any dispute between the Company and such
Principal or any of his or her Family Affiliates regarding the
obligations under this Agreement, the Exchange Agreement or the
Non-Competition Agreement of such Principal or any of his or her Family
Affiliates.
Section 1.2. TRANSFERS FOLLOWING DEATH OR DISABILITY.
Notwithstanding any other provisions of this Agreement, upon the death or
Disability of any Principal, such Principal (or his or her estate) and his or
her Family Affiliates may Transfer Founder Shares free of any provisions of this
Agreement.
3
<PAGE>
Section 1.3. TRANSFERS WITH THE CONSENT OF BOARD OF DIRECTORS.
Notwithstanding any other provisions of this Agreement, a Founder Stockholder
may Transfer any number of Founder Shares at any time with the prior written
consent of the Board of Directors, which consent may be withheld or delayed, or
granted on such terms and conditions as it may determine, in its sole
discretion.
Section 1.4. COMPLIANCE WITH LAW AND REGULATIONS. Each Founder
Stockholder agrees that any Transfer of Founder Shares by such Founder
Stockholder shall be in compliance with any applicable constitution, rule or
regulation of, or any applicable policy of, the NASD, any of the exchanges or
associations or other institutions with which the Company Group has membership
or other privileges (including, without limitation, the NYSE), federal and state
securities laws, and any applicable law, rule or regulation of the Commission or
any other governmental agency having jurisdiction.
Section 1.5. LEGEND ON CERTIFICATES; ENTRY OF STOP TRANSFER
ORDERS. (a) Each Founder Stockholder agrees that each outstanding certificate
representing any Founder Shares that are subject to this Agreement shall bear an
endorsement noted conspicuously on each such certificate reading substantially
as follows:
"The securities represented by this certificate were issued without
registration under the Securities Act of 1933. No transfer of such
securities may be made without an opinion of counsel, satisfactory to
the Company, that such transfer may properly be made without
registration under the Securities Act of 1933 or that such securities
have been so registered under a registration statement which is in
effect at the date of such transfer.
The securities represented by this certificate are subject to the
provisions of an agreement dated as of August [ ], 1999 among the
Company and certain persons listed on Schedules I and II to such
agreement, a copy of which is on file at the principal executive office
of the Company, and such securities may be sold, assigned, pledged or
otherwise transferred only in accordance with such agreement."
(b) Each Founder Stockholder agrees to the entry of stop
transfer orders against the transfer of legended certificates representing
shares of Common Stock except in compliance with this Agreement.
Section 1.6. CERTIFICATES TO BE HELD BY COMPANY. (a) Each
Founder Stockholder agrees that the certificates representing such Founder
Stockholder's Founder Shares shall be issued in the name of a nominee holder to
be designated by the Company
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and shall be held in custody by the Company at its principal office. Subject to
Section 1.6(c), the Company shall, upon the request of any such Founder
Stockholder or the estate of any Founder Stockholder, as the case may be, in
writing addressed to the Secretary of the Company or any officer designated by
the Secretary (which request shall include a representation by such Founder
Stockholder or estate thereof that such Founder Stockholder is then permitted to
Transfer a specified number of Founder Shares under the provisions of this
Agreement), promptly release from custody the certificates representing such
specified number of Founder Stockholder's Founder Shares which are then intended
and permitted to be Transferred under the provisions of this Agreement.
(b) Subject to Section 1.6(c), so long as the Founder
Stockholders have provided appropriate written direction to the Company,
whenever the nominee holder shall receive any cash dividend or other cash
distribution upon any Founder Shares deposited pursuant to Section 1.6(a), the
Company shall cause the nominee holder to distribute promptly such cash dividend
or other distribution (by sale or any other manner that it may determine, net of
its charges and expenses in effecting such conversion), by checks drawn on a
bank in the United States, to the Founder Stockholders in proportion to the
number of Founder Shares Owned by each of them respectively; PROVIDED that the
Company shall cause the nominee holder to make appropriate adjustments in the
amounts so distributed in respect of any amounts required to be withheld by the
nominee holder from any distribution on account of taxes. The nominee holder
shall distribute only such amount as can be distributed without distributing to
any Founder Stockholder a fraction of one cent, and any balance not so
distributable shall be held by the nominee holder (without liability for
interest thereon) and shall be added to and become part of the next sum received
by the nominee holder for distribution to the Founder Stockholders.
(c) Notwithstanding Section 1.6(b), during the pendency of any
dispute between the Company and any Principal or any of his or her Family
Affiliates regarding the obligations under this Agreement, the Exchange
Agreement or the Non-Competition Agreement of such Principal or any of his or
her Family Affiliates, all cash dividends and other cash distributions received
by the nominee holder in respect of the Founder Shares of such Principal and his
or her Family Affiliates shall be retained by the nominee holder and shall not
be distributed until the final resolution of such dispute. Each Principal and
his or her Family Affiliates hereby irrevocably (I) authorizes the Company, upon
any amount becoming payable by such Principal or his or her Family Affiliates in
connection with any such dispute, to set off and apply against such amount an
equal amount of any cash dividends or other cash distributions in respect of
such the Founder Shares of such Principal and his or her Family Affiliates then
retained by the nominee holder and (II) instructs the nominee holder to
distribute such amounts to the Company.
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Section 1.7. TRANSFERS IN VIOLATION OF AGREEMENT VOID. Any
attempted Transfer of Founder Shares not made in accordance with the provisions
of this Agreement shall be void, and the Company shall not register, or cause or
permit the registry, of Common Stock Transferred in violation of this Agreement.
ARTICLE II
VOTING AGREEMENT
Section 2.1. PRELIMINARY VOTE OF FOUNDER STOCKHOLDERS. Before
any vote of the stockholders of the Company at a meeting called with respect to
any corporate action or before action is taken by stockholders of the Company by
written consent, a vote (the "PRELIMINARY VOTE") shall be taken of Founder
Stockholders Owning Founder Shares and of Additional Stockholders Owning
Additional Shares, in accordance with procedures established from time to time
by the Board of Directors, upon all such matters upon which such stockholder
vote or other action is proposed to be taken, in which each Founder Stockholder
and Additional Shareholder shall be permitted to vote the Founder Shares and
Additional Shares then Owned by such stockholder in such manner as each such
stockholder may determine in his, her or its sole discretion.
Section 2.2. VOTING BY FOUNDER STOCKHOLDERS. (a) At any
meeting of the stockholders of the Company called to vote with respect to any
corporate action or where action by stockholders of the Company is taken by
written consent, each Founder Stockholder agrees to vote or act by written
consent with respect to all the Founder Shares then Owned by such stockholder on
all such matters in which action is proposed to be taken in accordance with the
vote of the majority of the shares present (in person or by proxy) and voting in
the Preliminary Vote.
(b) For purposes of effecting any vote pursuant to this
Section 2.2, each Founder Stockholder does hereby irrevocably make, constitute
and appoint the Secretary of the Company, or any officer(s) designated in
writing by the Secretary, with full power of substitution, as his, her or its
true attorney-in-fact and agent, for and in his, her or its name, place and
stead, to act as his proxy to the maximum extent and for the maximum term
permitted by law to (I) vote such Founder Stockholder's Founder Shares at any
meeting of stockholders of the Company or to take any corporate action where
action by stockholders of the Company is taken by written consent with respect
to such Founder Shares, in each case in accordance with Section 2.2(a) and (II)
vote such Founder Stockholder's Founder Shares in such proxy holder's discretion
upon any other business which properly comes before such meetings or for which
action is to be taken pursuant to such written consents, giving and granting to
said attorney full power and authority to do
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and perform each and every act and thing whether necessary or desirable to be
done in and about the premises, as fully as he, she or it might or could do if
personally present, with full power of substitution, appointment and revocation.
The foregoing power of attorney and proxy are coupled with an interest and shall
not be revocable or revoked by such Founder Stockholder and shall be binding
upon such stockholder and his, her or its successors and assigns.
Section 2.3. TERMINATION OF VOTING PROVISIONS. Notwithstanding
any other provisions of this Agreement, (I) the right of any Principal and his
or her Family Affiliate to participate in the Preliminary Vote, (II) the
obligation of any Principal and his or her Family Affiliate to vote in
accordance with Section 2.2 and (III) the irrevocable power of attorney and
proxy provided by such Founder Stockholders pursuant to Section 2.2(b) shall, in
each case, terminate at the close of business on the Employment Termination Date
of such Principal.
ARTICLE III
RIGHT TO PURCHASE SHARES
Section 3.1. RIGHT OF THE COMPANY TO PURCHASE SHARES IN CASE
OF HARMFUL ACTIVITY. (a) If, on or prior to the third anniversary of the
Employment Termination Date of any Principal (including during such Principal's
employment with the Company Group), the Board of Directors determines in its
good faith judgment that such Principal has engaged in Harmful Activity, the
Company shall have the right to purchase, at any time or from time to time, from
such Principal (or, to the extent a Principal does not Own sufficient shares of
Common Stock to satisfy his or her obligations under this Section 3.1, to
purchase from his or her Family Affiliates pro rata in accordance with the
number of Founder Shares Owned by such Family Affiliates on the Notice Date),
the number of Founder Shares Owned by such Principal and his or her Family
Affiliates that could not have been Transferred by such Founder Stockholders in
accordance with Section 1.1 prior to the Notice Date. The purchase price of each
Founder Share (the "PURCHASE PRICE") purchased by the Company pursuant to this
Section 3.1 shall equal $2.00 per share.
(b) The Company may exercise its right to purchase Founder
Shares under this Section 3.1 in accordance with the following procedures:
(i) The Company shall give notice to the Founder Stockholder
that Owns the Founder Shares subject to such right of purchase not
later than the close of business on the third anniversary of the
Employment Termination Date of such Principal (the "NOTICE DATE"),
advising such Founder Stockholder of the
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Company's election to exercise such right, stating the number of
Founder Shares to be so purchased, the Purchase Price, closing
arrangements and a closing date at which payment of the consideration
for such Founder Shares will be made, which date shall be not less than
five days nor more than 90 days after the Notice Date.
(ii) On the closing date, the Company and such Founder
Stockholder shall cause the nominee holding the Founder Shares being so
purchased to deliver the certificates representing such Founder Shares,
properly endorsed for transfer by such Founder Stockholder or his, her
or its attorney-in-fact, to the Company at its principal place of
business and the Company shall deliver to such Founder Stockholder the
consideration therefor (it being understood and confirmed that NB LLC
has been appointed attorney-in-fact for such Founder Stockholder
pursuant to the Exchange Agreement to take all such actions, to make
such endorsements and to execute such documents as may be required to
consummate the sale under this Section 3.1 of Founder Shares to the
Company).
(c) If a Principal and his or her Family Affiliates are unable
to satisfy their obligations under this Section 3.1 to deliver Founder Shares to
the Company for any reason, such Principal shall be liable to the Company, as
liquidated damages and not as a penalty, for an amount equal to the product of
(I) the number of Founder Shares that should have been sold to the Company under
this Section 3.1 but were not sold and (II) the excess, if any, of the Market
Value of such shares as of the Notice Date over the Purchase Price.
Section 3.2. NOTICE OF HARMFUL ACTIVITY. Prior to the third
anniversary of such Principal's Employment Termination Date (including during
such Principal's employment with the Company Group), each Principal who engages
(or intends to engage) in Harmful Activity agrees (A) to notify the Company in
writing in reasonable detail at least 30 days prior to engaging in such Harmful
Activity, (B) to respond to such questions and furnish such additional
information as the Company may request with respect to such Harmful Activity and
(C) to update such written notice or inquiries promptly in the event of any
circumstances that would cause any notices or responses to be inaccurate or
incomplete.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1. REPRESENTATIONS AND WARRANTIES OF THE FOUNDER
STOCKHOLDERS. Each Founder Stockholder severally represents and warrants to the
Company and to each
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other Founder Stockholder that (A) in the case of a Founder Shareholder who is
not a natural person, such Founder Stockholder is duly authorized to execute,
deliver and perform this Agreement; (B) this Agreement has been duly executed by
such Founder Shareholder or his, her or its attorney-in-fact on behalf of such
Founder Stockholder and is a valid and binding agreement of such Founder
Shareholder, enforceable against such Founder Shareholder in accordance with its
terms; (C) the execution, delivery and performance by such Founder Shareholder
of this Agreement does not violate or conflict with or result in a breach of or
constitute (or with notice or lapse of time or both constitute) a default under
any agreement to which such Founder Shareholder is a party; and (D) such Founder
Stockholder has good and marketable title to the shares of Common Stock acquired
pursuant to the Exchange free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind, other than pursuant to this
Agreement.
Section 4.2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the Founder Stockholders that (A) the
Company is duly authorized to execute, deliver and perform this Agreement; (B)
this Agreement has been duly authorized, executed and delivered by the Company
and is a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms; and (C) the execution, delivery and
performance by the Company of this Agreement does not violate or conflict with
or result in a breach by the Company of or constitute (or with notice or lapse
of time or both constitute) a default by the Company under its Certificate of
Incorporation or By-Laws, any existing applicable law, rule, regulation,
judgment, order, or decree of any government, governmental instrumentality or
court, domestic or foreign, having jurisdiction over the Company or its property
including the requirements of the NYSE, or any agreement or instrument to which
the Company is a party or by which the Company or its property may be bound.
ARTICLE V
DEFINITIONS
For purposes of this Agreement, the following terms shall have
the following meanings:
"Additional Shares" means shares of Common Stock Owned by an
Additional Stockholder that, pursuant to an agreement with the Company,
are to be voted in accordance with Article II of this Agreement.
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"Additional Stockholder" means any Person that Owns Common
Stock who has agreed, pursuant to an agreement with the Company, to
vote shares of such Common Stock in accordance with Article II of this
Agreement.
"Agreement" has the meaning set forth in the preamble to this
Agreement.
"AMEX" has the meaning set forth in Section 6.10(b).
"Board of Directors" means the Board of Directors of the
Company or, to the extent expressly authorized by the Board of
Directors to exercise the powers of the Board of Directors under this
Agreement, (I) any committee of such Board of Directors or (II) any
board of directors or committee of any Subsidiary of the Company.
"Business Day" means a day on which the principal national
securities exchange on which shares of Common Stock are listed or
admitted to trading is open for the transaction of business or, if the
shares of Common Stock are not listed or admitted to trading on any
national securities exchange, a Monday, Tuesday, Wednesday, Thursday or
Friday on which banking institutions in the Borough of Manhattan, City
and State of New York are not authorized or obligated by law or
executive order to close.
"Cause" means, with respect to any Principal:
(a) gross negligence or willful misconduct in the
performance of his or her duties as an employee of the Company
Group or willful and repeated failure to perform his or her
duties after written notice specifying such failure and a
reasonable time having been afforded to correct such failure;
(b) conviction of, or entering a plea of NOLO
CONTENDERE to, a felony (other than for a traffic violation)
or a misdemeanor involving fraud, embezzlement, forgery or
perjury;
(c) dishonesty that has resulted in damage to the
property, business or reputation of the Company and its
Subsidiaries, misappropriation of, or intentional damage to,
the property, business or reputation of the Company and its
Subsidiaries, perpetration of fraud on the Company Group that
has resulted in damage to the property or business of the
Company Group; or
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(d) a finding by the Commission or a court of
competent jurisdiction that he or she has committed an act
that would cause such Founder Stockholder, the Company or any
of its affiliates to be disqualified in any manner under
section 9 of the Investment Company Act, if the Commission
were not to grant an exemptive order under section 9(c)
thereof, or that would constitute grounds for the Commission
to deny, revoke or suspend registration of the Company or any
of its affiliates as an investment advisor, broker-dealer or
transfer agent, as applicable, with the Commission.
"Closing Price" means, on any day, the last sales price,
regular way, per share of Common Stock on such day, or, in case no such
sale takes place on such day, the average of the closing bid and asked
prices, regular way, as reported in the principal consolidated
transaction reporting system covering securities listed or admitted to
trading on the NYSE or, if shares of Common Stock are not listed or
admitted to trading on the NYSE, as reported in the principal
consolidated transaction reporting system covering securities listed on
the principal national securities exchange on which the shares of
Common Stock are listed or admitted to trading or, if the shares of
Common Stock are not listed or admitted to trading on any national
securities exchange, the average of the high bid and low asked prices
in the over-the-counter market, as reported by the National Quotation
Bureau, Inc., or a similar reporting service designated by the Board of
Directors.
"Commission" means the Securities and Exchange Commission.
"Common Stock" has the meaning set forth in the recitals to
this Agreement.
"Company" has the meaning set forth in the preamble to this
Agreement and any successors thereof, whether by operation of law or
otherwise.
"Company Group" means the Company and its Subsidiaries.
"Confidential Information" means information developed by or
for the Company Group that has a significant business purpose related
to the business of the Company Group and that is not generally
available in the investment Founder industry or the public generally,
but only for so long as such information continues to have a
significant business purpose for the Company Group.
"Disability" means disability as that term is defined under
the Company's long-term disability plan in effect at the date of such
determination, or any other
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plan or definition designated by the Board of Directors for the purpose
of this provision.
"Effective Time" shall have the meaning given therefor in the
Exchange Agreement.
"Employment Termination Date" means, with respect to any
Principal, the date of termination of such Principal's employment with
the Company Group for any reason, (whether or not terminated by action
of the Company Group), as determined by the Board of Directors in its
sole and absolute discretion.
"Exchange" has the meaning set forth in the recitals to this
Agreement.
"Exchange Agreement" has the meaning set forth in the recitals
to this Agreement.
"Family Affiliates" means, as the context requires, (A) the
Persons listed on Schedule II hereto or (B) with respect to any
Principal, (I) the Persons listed on Schedule II hereto to whom such
Principal transferred a limited liability company interest prior to the
Exchange and (II) any Person to whom such Principal Transfers Founder
Shares with the written consent of the Board of Directors in accordance
with Section 1.3 and who agrees in writing to be subject to the terms
and provisions of this Agreement as a Family Affiliate.
"Founder Shares" means, with respect to any Founder
Stockholder, the shares of Common Stock received by such Founder
Shareholders as a result of the Exchange or, in the case of any Founder
Stockholder that becomes a party to this Agreement by an amendment to
Schedule I or II hereof, the shares of Common Stock designated on such
Schedule as such Founder Stockholder's Founder Shares.
"Founder Stockholders" has the meaning set forth in the
recitals to this Agreement.
"Harmful Activity" by a Principal means such Principal,
directly or indirectly, either individually or as owner, partner,
agent, employee, consultant or otherwise:
(a) solicits or accepts business from (I) any Person
who was a client of the Company Group during the one year
period prior to such Principal's Employment Termination Date
(or, in the case of an action
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taken during such Principal's employment with the Company
Group, during the one-year period immediately prior to such
action) or (II) any prospective client of the Company Group
who, within the one year period prior to such Employment
Termination Date (or, in the case of an action taken during
such Principal's employment with the Company Group, within the
one-year period immediately prior to such action), had been
directly solicited by such Principal or where, directly or
indirectly, in whole or in part, such Principal supervised or
participated in the Company Group's solicitation activities
related to such prospective client;
(b) solicits or accepts business from or through, or
engages in any sales or marketing activities with, any
financial intermediary (including, without limitation, any
broker-dealer, bank, insurance company, financial planner or
other financial institution), or any person employed by or
associated with a financial intermediary, with whom such
Principal had business contact during the one year period
prior to such Principal's Employment Termination Date;
(c) (I) employs any current or former employee or
consultant of the Company Group (other than clerical,
secretarial and other similar support personnel) or (II)
recruits, solicits or induces (or in any way assists another
in recruiting, soliciting or inducing) any such Person to
terminate his or her employment or consultantship with the
Company Group, unless, in the case of (i) or (ii), such person
shall have ceased to be employed by or a consultant to the
Company Group for a period of at least one year prior to the
time of such employment, recruitment, solicitation or
inducement;
(d) markets, promotes or otherwise trades on or
(other than solely in connection with seeking new employment)
claims (or in any way, other than in connection with the
business of the Company Group, assists any Person in
marketing, promoting or otherwise trading on or claiming) as
such Principal's (or such other Person's), the investment
performance record (including without limitation performance
ratings or rankings provided by any rating or ranking service)
of any mutual fund, client account or group of mutual funds or
client accounts with which such Principal was associated while
employed with the Company Group;
(e) discloses to any person, firm or corporation any
Confidential Information that is known to the Principal as a
result of his or her employment or professional association
with the Company Group or
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uses the same in any way other than in connection with the
business of the Company Group; or
(f) publicly makes disparaging or derogatory comments
regarding (I) the Company Group or any member of the Company
Group or (II) any current or former Principal, employee or
consultant of the Company Group in their capacity as a
Principal, employee or consultant or with the effect of
damaging the business or reputation of the Company Group.
"Investment Company Act" means the Investment Company Act of
1940, as amended, and the rules and regulations promulgated thereunder.
"Market Value" means the average of the daily Closing Prices
for the ten consecutive Business Days ending on the Business Day
immediately prior to the date of determination.
"Merger" has the meaning set forth in the recitals to this
Agreement.
"NASD" means the National Association of Securities Dealers,
Inc.
"New Principal" means a Principal listed on Schedule III.
"NB LLC" has the meaning set forth in the recitals to this
Agreement.
"NBMI" has the meaning set forth in the recitals to this
Agreement.
"Non-Competition Agreement" means the Non-Competition
Agreement, dated as of the date hereof, between the Company and the
Principals.
"Notice Date" has the meaning set forth in Section 3.1(b)(i).
"Number of Initial Founder Shares" means, with respect to any
Principal and his or her Family Affiliates, the aggregate number of
Founder Shares received by such Persons in the Exchange or, in the case
of any Founder Stockholder that becomes a party to this Agreement by an
amendment to Schedule I or II hereof, the shares of Common Stock
designated on such Schedule as such Founder Stockholder's Initial
Founder Shares.
"NYSE" means the New York Stock Exchange, Inc.
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"Option Period" has the meaning set forth in Section 3.1(a).
"Own" means to own of record or beneficially, whether
directly, through a nominee designated by the Company pursuant to
Section 1.6 or through any other Person.
"Person" means any natural person or any firm, partnership,
limited liability partnership, association, corporation, limited
liability company, trust, business trust, governmental authority or
other entity.
"Preliminary Vote" has the meaning set forth in Section 2.1.
"Principals" means the natural persons listed on Schedule I
hereto.
"Purchase Price" has the meaning set forth in Section 3.1(a).
"Subsidiary" means a corporation, limited liability company or
other entity of which the Company, directly or indirectly, has the
power, whether through the ownership of voting securities, equity
interests, contract or otherwise, (I) to elect at least a majority of
the members of such entity's board of directors or other governing body
or (II) in the absence of a governing body, to control the business
affairs of such entity.
"Transfer" means, with respect to any Founder Shares, directly
or indirectly, (I) to sell, assign, transfer, pledge (including in
margin transactions), convey, distribute, mortgage, encumber,
hypothecate or otherwise dispose, whether by gift, for consideration or
for no consideration and (II) to grant any right to vote, whether by
proxy, voting agreement, voting trust or otherwise.
"Unsold IPO Allotment" means, with respect to any Principal,
that number of Founder Shares Owned by such Principal and his or her
Family Affiliates that is equal to the amount, if any, by which (A) 15%
of the Number of Initial Founder Shares Owned by such Principal and his
or her Family Affiliates exceeds (B) the aggregate number of Founder
Shares sold by such Principal and his or her Family Affiliates in the
initial public offering of Common Stock of the Company.
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ARTICLE VI
MISCELLANEOUS
Section 6.1. NOTICES. (a) All notices, requests, demands,
waivers and other communications to be given by any party hereunder shall be in
writing and shall be (I) mailed by first-class, registered or certified mail,
postage prepaid, (II) sent by hand delivery or reputable overnight delivery
service or (III) transmitted by telecopy (provided that a copy is also sent by
reputable overnight delivery service) addressed, in the case of any Principal,
to him or her at the address set forth on Schedule I, in the case of any Family
Affiliate, to it at the address set forth on Schedule II or, in the case of the
Company, to Neuberger Berman Inc., 605 Third Avenue, New York, NY 10158,
ATTENTION: Secretary, or, in each case, to such other address as may be
specified in writing to the other parties hereto.
(b) All such notices, requests, demands, waivers and other
communications shall be deemed to have been given and received (I) if by
personal delivery or telecopy, on the day of such delivery, (II) if by
first-class, registered or certified mail, on the fifth Business Day after the
mailing thereof or (III) if by reputable overnight delivery service, on the day
delivered.
Section 6.2. TERM OF THE AGREEMENT. (a) This Agreement shall
become effective upon the occurrence of the Effective Time and shall terminate
on the earlier to occur of (I) the first date on which there are no Founder
Stockholders who remain bound by its terms and (II) the date on which the
Company and all Founder Stockholders who are then bound by its terms agree to
terminate this Agreement.
(b) Unless this Agreement is theretofore terminated pursuant
to Section 6.2(a) hereof, a Founder Stockholder shall be bound by its terms
until all Founder Shares Owned by such Founder Stockholder are free of the
provisions of Articles I, II and III hereof.
Section 6.3. AMENDMENTS; WAIVERS. (a) This Agreement may be
amended or modified, and any provision in this Agreement may be waived, if such
amendment, modification or waiver is approved by the Board of Directors,
PROVIDED that any amendment that would materially adversely affect any Founder
Stockholder (other than an amendment that, in the good faith judgment of the
Board of Directors, is intended to cure any ambiguity or correct or supplement
any provisions of this Agreement that may be incomplete or inconsistent with any
other provision contained herein) must be approved by the Founder Stockholders
that Own a majority of the Founder Shares subject to this Agreement as of the
date of such amendment or modification, PROVIDED, FURTHER, that,
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without the consent of any Person, the Board of Directors may permit any Person
who executes and delivers a counterpart of this Agreement to become a party to
this Agreement by amending Schedule I or II hereto, as the case may be.
(b) The failure of any party at any time or times to require
performance of any provision of this Agreement shall in no manner affect the
rights at a later time to enforce the same. No waiver by any party of the breach
of any term contained in this Agreement, whether by conduct or otherwise, in any
one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach or the breach of any other term of this
Agreement.
Section 6.4. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the
event of any change in the outstanding shares of the Company by reason of stock
dividends, split-ups, recapitalizations, combinations, exchanges of shares and
the like, the term "shares of Common Stock" shall refer to and include the
securities received or resulting therefrom and the terms and provisions of this
Agreement, including without limitation the terms "Founder Shares" and "Purchase
Price," shall be appropriately adjusted so that each Founder Stockholder will
thereafter continue to have and be subject to, to the greatest extent
practicable, the same rights and obligations he, she or it had been subject to
prior to such change.
Section 6.5. DISINTERESTED BOARD MEMBERS TO MAKE
DETERMINATIONS. In the event that any Founder Stockholder breaches its
obligations under this Agreement, then the Board of Directors shall have the
exclusive right to make (on behalf of the Company) any and all determinations
that may be necessary or appropriate under this Agreement, including without
limitation, determinations relating to the exercise and enforcement of remedies
hereunder. If a Founder Stockholder who is also a member of the Board of
Directors breaches his or her obligations under this Agreement, such Founder
Stockholder must refrain from exercising his or her vote at meetings of the
Board and general meetings of the Company to give effect to this Section 6.5.
Section 6.6. SEVERABILITY. If the final determination of a
court of competent jurisdiction declares, after the expiration of the time
within which judicial review (if permitted) of such determination may be
perfected, that any term or provision hereof is invalid or unenforceable, (A)
the remaining terms and provisions hereof shall be unimpaired and (B) the
invalid or unenforceable term or provision shall be deemed replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of the invalid or unenforceable term or provision.
Section 6.7. REPRESENTATIVES, SUCCESSORS AND ASSIGNS. Each
Principal shall cause his or her Family Affiliate to comply with the terms and
provisions of this
17
<PAGE>
Agreement. This Agreement shall be binding upon and inure to the benefit of the
respective parties hereto and their respective legatees, legal representatives,
successors and assigns; PROVIDED that Founder Stockholders may not assign,
delegate or otherwise transfer any of their rights or obligations under this
Agreement except with the written consent of the Board of Directors.
Section 6.8. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO THE CONFLICT OF LAWS PRINCIPLES OR RULES THEREOF).
Section 6.9. SPECIFIC PERFORMANCE. Each of the parties hereto
acknowledges that it will be impossible to measure in money the damage to the
Company or the Founder Stockholders if any party hereto fails to comply with the
provisions of Article I, II or III and each party hereto agrees that in the
event of any such failure, neither the Company nor any Founder Stockholder will
have an adequate remedy at law. Therefore, the Company and each Founder
Stockholder, in addition to all of the other remedies which may be available,
shall have the right to equitable relief, including, without limitation, the
right to enforce specifically the provisions of Article I, II and III by
obtaining injunctive relief against any violation thereof, or otherwise. All
claims for specific performance of one or more provisions of this Agreement
shall be resolved exclusively by litigation before a court of competent
jurisdiction located in the State of New York.
Section 6.10. ARBITRATION. Except for claims for specific
performance brought in accordance with Section 6.9, all disputes, differences,
and controversies arising out of or in any way related to this Agreement shall
be submitted:
(a) to the NYSE to be heard and decided under the terms of
this Agreement and the then applicable rules of the NYSE or, if those
rules as interpreted by the NYSE do not permit the disputes,
differences and controversies to be submitted to the NYSE for
arbitration; then
(b) to the American Stock Exchange (the "AMEX") in New York,
New York, to be heard and decided under the terms of this Agreement and
the then applicable rules of the AMEX or, if those rules as interpreted
by the AMEX do not permit the disputes, differences and controversies
to be submitted to the AMEX for arbitration; then
(c) to the NASD in New York, New York, to be heard and decided
under the terms of this Agreement and the then applicable rules of the
NASD or, if
18
<PAGE>
the disputes, differences and controversies are not eligible for
submission to the NASD for arbitration under those rules as interpreted
by the NASD; then
(d) to the American Arbitration Association in New York, New
York;
to be heard and decided under the terms of this Agreement and in accordance with
the then applicable rules of the hearing body by a panel of three arbitrators
(unless the rules of the hearing body shall require a different number of
arbitrators) chosen in accordance with the then applicable rules of the hearing
body. The decision of the arbitrators shall be final and binding upon the
parties, and an order may be entered upon the award of the arbitrators in any
court of competent jurisdiction.
Section 6.11. SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY.
Each Founder Stockholder, for itself and its successors and assigns, hereby
irrevocably waives (A) any objection, and agrees not to assert, as a defense in
any arbitration or legal or equitable action, suit or proceeding against such
Founder Stockholder arising out of or relating to this Agreement or any
transaction contemplated hereby or the subject matter of any of the foregoing,
that (I) it is not subject thereto or that such action, suit or proceeding may
not be brought or is not maintainable before such arbitral body or in said
courts, (II) the venue thereof may not be appropriate and (III) the internal
laws of the State of New York do not govern the validity, interpretation or
effect of this Agreement, (B) any immunity from jurisdiction to which it might
otherwise be entitled in any such arbitration, action, suit or proceeding which
may be instituted before any state or federal court in the State of New York in
accordance with Section 6.9 or before any arbitral body in accordance with
Section 6.10 and (C) any immunity from the maintaining of an action against it
to enforce any judgment for money obtained in any such arbitration, action, suit
or proceeding and, to the extent permitted by applicable law, any immunity from
execution.
Section 6.12. FURTHER ASSURANCES. Each Founder Stockholder
agrees to execute such additional documents and take such further action as may
be requested by the Company to effect the provisions of this Agreement.
Section 6.13. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section 6.14. ENTIRE AGREEMENT. This Agreement, including the
Schedules hereto, contains the entire understanding of the parties with respect
to the subject matter hereof, and supersedes all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof.
19
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
NEUBERGER BERMAN INC.
By: /s/ Jeffrey B. Lane
--------------------------------------
Name: Jeffrey B. Lane
Title: President, Chief Executive Officer
20
<PAGE>
The foregoing Stockholders
Agreement is hereby agreed
to by the undersigned as
of August 2, 1999.
/s/Herbert W. Ackerman
/s/Robert J. Appel
/s/Howard R. Berlin
/s/Jeffrey Bolton
/s/Richard A. Cantor
/s/Vincent Cavallo
/s/Lawrence J. Cohn
/s/Robert W. D'Alelio
/s/Salvatore D'Elia
/s/Stanley Egener
/s/Michael N. Emmerman
/s/Robert D. English
/s/Jack M. Ferraro
/s/Gregory P. Francfort
/s/Howard L. Ganek
/s/Robert T. Gendelman
/s/Theodore P. Giuliano
/s/Mark R. Goldstein
/s/Lee H. Idleman
/s/Alan L. Jacobs
/s/Kenneth M. Kahn
/s/Michael W. Kamen
/s/Michael M. Kassen
/s/Michael P. Kleiman
/s/Lee P. Klingenstein
/s/Irwin Lainoff
/s/Jeffrey B. Lane
/s/Joseph R. Lasser
/s/Richard S. Levine
/s/Christopher J. Lockwood
/s/Lawrence Marx III
/s/Robert Matza
/s/Robert R. McComsey
/s/Martin McKerrow
<PAGE>
/s/Martin E. Messinger
/s/Beth W. Nelson
/s/Roy R. Neuberger
/s/Harold J. Newman
/s/Daniel P. Paduano
/s/Norman H. Pessin
/s/Leslie M. Pollack
/s/William A. Potter
/s/Janet W. Prindle
/s/C. Carl Randolph
/s/Kevin L. Risen
/s/Daniel A. Rosenblatt
/s/J. Curt Schnackenberg, Jr.
/s/Marvin C. Schwartz
/s/Jennifer K. Silver
/s/Kent C. Simons
/s/R. Edward Spilka
/s/Gloria H. Spivak
/s/Heidi S. Steiger
/s/Bernard Z. Stein
/s/Fred Stein
/s/Eleanor M. Sterne
/s/Stephanie J. Stiefel
/s/Philip A. Straus
/s/Peter Strauss
/s/Peter E. Sundman
/s/Allan D. Sutton
/s/Richard J. Sweetnam, Jr.
/s/Judith M. Vale
/s/David I. Weiner
/s/Michael J. Weiner
/s/Dietrich Weismann
/s/Leslie J. Werkstell
/s/Allan R. White, III
/s/Lawrence Zicklin
HERBERT W. ACKERMAN ASSOCIATES, L.P.
By: Herbert W. Ackerman Associates, Inc.,
its general partner
By: /s/Herbert W. Ackerman
President
<PAGE>
APPEL ASSOCIATES, L.P.
By: Appel Associates, Inc., its general partner
By: /s/Robert J. Appel
President
BERLIN ASSOCIATES, L.P.
By: Berlin Associates, Inc., its general partner
By: /s/Howard R. Berlin
President
BOLTON ASSOCIATES, L.P.
By: Bolton Associates, Inc., its general partner
By: /s/Jeffrey Bolton
President
CANTOR ASSOCIATES, L.P.
By: Cantor Associates, Inc., its general partner
By: /s/Richard A. Cantor
President
CAVALLO ASSOCIATES, L.P.
By: Cavallo Associates, Inc., its general partner
By: /s/Vincent Cavallo
President
EGENER ASSOCIATES, L.P.
By: Egener Associates, Inc., its general partner
By: /s/Stanley Egener
President
FRANCFORT 1998 GRANTOR RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/Gregory Francort
Trustee
/s/Patricia Francfort
Trustee
GANEK ASSOCIATES, L.P.
By: Ganek Associates, Inc., its general partner
By: /s/Howard L. Ganek
President
GIULIANO ASSOCIATES, L.P.
By: Giuliano Associates, Inc., its general partner
By: /s/Theodore Giuliano
President
<PAGE>
GOLDSTEIN ASSOCIATES, L.P.
By: Goldstein Associates, Inc., its general partner
By: /s/Mark R. Goldstein
President
KAMEN ASSOCIATES, L.P.
By: Kamen Associates, Inc., its general partner
By: /s/Michael W. Kamen
President
KASSEN ASSOCIATES, L.P.
By: Kassen Associates, Inc., its general partner
By: /s/Michael M. Kassen
President
KLINGENSTEIN ASSOCIATES, L.P.
By: Klingenstein Associates, Inc., its general partner
By: /s/Lee P. Klingenstein
President
LAINOFF ASSOCIATES, L.P.
By: Lainoff Associates, Inc., its general partner
By: /s/Irwin Lainoff
President
LASSER ASSOCIATES, L.P.
By: Lasser Associates, Inc., its general partner
By: /s/Joseph Lasser
President
LAWRENCE MARX III ASSOCIATES, L.P.
By: Lawrence Marx III Associates, Inc.,
its general partner
By: /s/Lawrence Marx III
President
McKERROW ASSOCIATES, L.P.
By: McKerrow Associates, Inc., its general partner
By: /s/Martin McKerrow
President
MESSINGER ASSOCIATES, L.P.
By: Messinger Associates, Inc., its general partner
By: /s/Martin E. Messinger
President
NEUBERGER ASSOCIATES, L.P.
By: Neuberger Associates, Inc., its general partner
By: /s/Roy R. Neuberger
President
<PAGE>
NEWMAN ASSOCIATES, L.P.
By: Newman Associates, Inc., its general partner
By: /s/Harold J. Newman
President
PADUANO ASSOCIATES, L.P.
By: Paduano Associates, Inc., its general partner
By: /s/Daniel P. Paduano
President
POLLACK 1998 GRANTOR RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/Leslie M. Pollack
Trustee
/s/Yvonne S. Pollack
Trustee
POTTER ASSOCIATES, L.P.
By: Potter Associates, Inc., its general partner
By: /s/William A. Potter
President
SCHWARTZ CS ASSOCIATES, L.P.
By: Schwartz CS Associates, Inc., its general partner
By: /s/Marvin C. Schwartz
President
SCHWARTZ ES ASSOCIATES, L.P.
By: Schwartz ES Associates, Inc., its general partner
By: /s/Marvin C. Schwartz
President
ROBERT EDWARD SPILKA 1998 GRANTOR RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/R. Edward Spilka
Trustee
<PAGE>
STEIGER ASSOCIATES, L.P.
By: Steiger Associates, Inc., its general partner
By: /s/Heidi S. Steiger
President
STIEFEL ASSOCIATES, L.P.
By: Stiefel Associates, Inc., its general partner
By: /s/Barbara Strauss
Trustee
STRAUSS 1998 TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/Barbara Strauss
Trustee
SUNDMAN ASSOCIATES, L.P.
By: Sundman Associates, Inc., its general partner
By: /s/Peter Sundman
President
ALLAN D. SUTTON 1998 GRANTOR RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/Allan D. Sutton
Trustee
/s/Anita Sutton
Trustee
SUTTON 1998 GST TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/Nancy Sutton Finley
Trustee
/s/Peggy Lynn Sutton
Trustee
<PAGE>
WEINER 1998 GRANTOR RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company of Delaware,
as Trustee
By: /s/John W. Mack
Vice President
/s/David J. Weiner
Trustee
/s/Laurie L. Weiner
Trustee
/s/Bintoar Palar
Trustee
WEISMANN ASSOCIATES, L.P.
By: Weismann Associates, Inc., its general partner
By: /s/Dietrich Weismann
President
ZICKLIN ASSOCIATES, L.P.
By: Zicklin Associates, Inc., its general partner
By: /s/Lawrence Zicklin
President
<PAGE>
SCHEDULE I
TO
STOCKHOLDERS AGREEMENT
Name and Address* of Principal
- ------------------------------
Herbert W. Ackerman
Robert J. Appel
John J. Barker
Howard R. Berlin
Jeffrey Bolton
Richard A. Cantor
Vincent T. Cavallo
Lawrence J. Cohn
Robert W. D'Alelio
Salvatore D'Elia
Stanley Egener
Michael N. Emmerman
Robert D. English
Jack M. Ferraro
Gregory P. Francfort
Howard L. Ganek
Robert T. Gendelman
Theodore P. Giuliano
Mark R. Goldstein
Lee H. Idleman
Alan L. Jacobs
Kenneth M. Kahn
Michael W. Kamen
Michael M. Kassen
Mark P. Kleiman
Lee P. Klingenstein
Irwin Lainoff
- --------
* Unless otherwise indicated, the address of each Principal is c/o
Neuberger Berman, LLC, 605 Third Avenue, New York, New York 10158.
<PAGE>
Name and Address* of Principal
- ------------------------------
Jeffrey B. Lane
Joseph R. Lasser
Richard S. Levine
Christopher J. Lockwood
Lawrence Marx III
Robert Matza
Robert R. McComsey
Martin McKerrow
Martin E. Messinger
Beth W. Nelson
Roy R. Neuberger
Harold J. Newman
Daniel P. Paduano
Norman H. Pessin
Leslie M. Pollack
William A. Potter
Janet W. Prindle
C. Carl Randolph
Kevin L. Risen
Daniel H. Rosenblatt
J. Curt Schnackenberg, Jr.
Marvin C. Schwartz
Jennifer K. Silver
Kent C. Simons
R. Edward Spilka
Gloria H. Spivak
Heidi S. Steiger
Bernard Z. Stein
Fred Stein
Eleanor M. Sterne
Stephanie J. Stiefel
Philip A. Straus
Peter Strauss
Peter E. Sundman
Allan D. Sutton
Richard J. Sweetnam Jr.
2
<PAGE>
Name and Address* of Principal
- ------------------------------
Judith M. Vale
David I. Weiner
Michael J. Weiner
Dietrich Weismann
Leslie J. Werkstell
Allan R. White, III
Lawrence Zicklin
3
<PAGE>
SCHEDULE II
TO
STOCKHOLDERS AGREEMENT
Name and Address** of Family Affiliate
- --------------------------------------
Herbert W. Ackerman Associates, L.P.
Appel Associates, L.P.
Berlin Associates, L.P.
Bolton Associates, L.P.
Cantor Associates, L.P.
Cavallo Associates, L.P.
Egener Associates, L.P.
Francfort 1998 Grantor Retained Annuity Trust
Ganek Associates, L.P.
Giuliano Associates, L.P.
Goldstein Associates, L.P.
Kamen Associates, L.P.
Kassen Associates, L.P.
Klingenstein Associates, L.P.
Lainoff Associates, L.P.
Lasser Associates, L.P.
Lawrence Marx III Associates, L.P.
McKerrow Associates, L.P.
Messinger Associates, L.P.
Neuberger Associates, L.P.
Newman Associates, L.P.
Paduano Associates, L.P.
Pollack 1998 Grantor Retained Annuity Trust
Potter Associates, L.P.
Schwartz ES Associates, L.P.
Schwartz CS Associates, L.P.
Robert Edward Spilka 1998 Grantor Retained Annuity Trust
- --------
** Unless otherwise indicated, the address of each Family Affiliate is c/o
Neuberger & Berman Trust Company of Delaware, 919 Market Street, Suite
506, Wilmington, Delaware 19801.
<PAGE>
Steiger Associates, L.P.
Stiefel Associates, L.P.
Strauss 1998 Trust
Sundman Associates, L.P.
Allan D. Sutton 1998 Grantor Retained Annuity Trust
Sutton 1998 GST Trust
Weiner 1998 Grantor Retained Annuity Trust
Weismann Associates, L.P.
Zicklin Associates, L.P.
<PAGE>
As of October 1, 1999
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below (each, a "Grantee") hereby constitutes and appoints Jeffrey B.
Lane, Robert Matza, Philip Ambrosio, C. Carl Randolph, Ellen Metzger and Kenneth
Leopold, or any one of them, as each such person's true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him/her and in his/her name, place and stead, in any and all capacities, to
sign and file on behalf of the undersigned any and all statements or reports
required under the Securities Exchange Act of 1934, as amended, relating to such
Grantee's beneficial ownership of the common stock of Neuberger Berman Inc.,
including without limitation statements or reports on Schedules 13D and 13G and
on Forms 3, 4 and 5, and any or all amendments thereto, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully for all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
The power of attorney granted herein is a special power of attorney
coupled with an interest is irrevocable, shall survive the dissolution,
bankruptcy or legal disability of the Grantee, shall extend to its survivors and
assigns and may be exercised by such attorney in fact by listing each Grantee
executing any agreement, instrument, acknowledgment, filing, receipt, power of
attorney and other document with the single signature of such attorney-in-fact
acting as attorney-in-fact for all of them. This power of attorney shall not be
affected by the subsequent disability or incompetence of the Grantee.
This power of attorney shall remain in full force and effect through
September 30, 2009. This power of attorney and the rights of the parties
hereunder shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without regard to principles of conflict of laws.
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/HERBERT W. ACKERMAN
- ------------------------
Herbert W. Ackerman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
HERBERT W. ACKERMAN ASSOCIATES, L.P.
By: Herbert W. Ackerman Associates, Inc., its General Partner
By: /s/HERBERT W. ACKERMAN
-----------------------
Herbert W. Ackerman, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 7, 1999.
/s/ROBERT J. APPEL
- --------------------
Robert J. Appel
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 7, 1999.
APPEL ASSOCIATES, L.P.
By: Appel Associates, Inc., its General Partner
By: /s/ROBERT J. APPEL
-------------------
Robert J. Appel, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October _11, 1999.
/s/JOHN J. BARKER
- -------------------
John J. Barker
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/HOWARD R. BERLIN
- ---------------------
Howard R. Berlin
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
BERLIN ASSOCIATES, L.P.
By: Berlin Associates, Inc., its General Partner
By: /s/HOWARD R. BERLIN
--------------------
Howard R. Berlin, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 1, 1999.
/s/JEFFREY BOLTON
- -------------------
Jeffrey Bolton
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 1, 1999.
BOLTON ASSOCIATES, L.P.
By: Bolton Associates, Inc., its General Partner
By: /s/JEFFREY BOLTON
------------------
Jeffrey Bolton, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 27, 1999.
/s/RICHARD A. CANTOR
- ----------------------
Richard A. Cantor
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 27, 1999.
CANTOR ASSOCIATES, L.P.
By: Cantor Associates, Inc., its General Partner
By: /s/RICHARD A. CANTOR
---------------------
Richard A. Cantor, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/VINCENT T. CAVALLO
- -----------------------
Vincent T. Cavallo
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
CAVALLO ASSOCIATES, L.P.
By: Cavallo Associates, Inc., its General Partner
By: /s/VINCENT T. CAVALLO
----------------------
Vincent T. Cavallo, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LAWRENCE J. COHN
- ---------------------
Lawrence J. Cohn
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 24, 1999.
/s/ROBERT W. D'ALELIO
- -----------------------
Robert W. D'Alelio
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/SALVATORE D'ELIA
- ---------------------
Salvatore D'Elia
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/STANLEY EGENER
- -------------------
Stanley Egener
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
EGENER ASSOCIATES, L.P.
By: Egener Associates, Inc., its General Partner
By: /s/STANLEY EGENER
------------------
Stanley Egener, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MICHAEL N. EMMERMAN
- ------------------------
Michael N. Emmerman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ROBERT D. ENGLISH
- ----------------------
Robert D. English
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JACK M. FERRARO
- --------------------
Jack M. Ferraro
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/GREGORY P. FRANCFORT
- - -----------------------
Gregory P. Francfort
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
FRANCFORT 1998 GRANTOR
RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/GREGORY P. FRANCFORT
-----------------------
Gregory P. Francfort, as Trustee
By: /s/PATRICIA FRANCFORT
---------------------
Patricia Francfort, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/HOWARD L. GANEK
- --------------------
Howard L. Ganek
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
GANEK ASSOCIATES, L.P.
By: Ganek Associates, Inc., its General Partner
By: /s/HOWARD L. GANEK
-------------------
Howard L. Ganek, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ROBERT T. GENDELMAN
- ------------------------
Robert T. Gendelman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/THEODORE P. GIULIANO
- -------------------------
Theodore P. Giuliano
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
GIULIANO ASSOCIATES, L.P.
By: Giuliano Associates, Inc., its General Partner
By: /s/THEODORE P. GIULIANO
------------------------
Theodore P. Giuliano, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MARK R. GOLDSTEIN
- ----------------------
Mark R. Goldstein
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
GOLDSTEIN ASSOCIATES, L.P.
By: Goldstein Associates, Inc., its General Partner
By: /s/MARK R. GOLDSTEIN
---------------------
Mark R. Goldstein, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 7, 1999.
/s/LEE H. IDLEMAN
- -------------------
Lee H. Idleman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ALAN L. JACOBS
- -------------------
Alan L. Jacobs
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/KENNETH M. KAHN
- --------------------
Kenneth M. Kahn
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MICHAEL W. KAMEN
- ---------------------
Michael W. Kamen
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
KAMEN ASSOCIATES, L.P.
By: Kamen Associates, Inc., its General Partner
By: /s/MICHAEL W. KAMEN
--------------------
Michael W. Kamen, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MICHAEL M. KASSEN
- ----------------------
Michael M. Kassen
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
KASSEN ASSOCIATES, L.P.
By: Kassen Associates, Inc., its General Partner
By: /s/MICHAEL M. KASSEN
---------------------
Michael M. Kassen, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MARK P. KLEIMAN
- --------------------
Mark P. Kleiman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LEE P. KLINGENSTEIN
- ------------------------
Lee P. Klingenstein
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
KLINGENSTEIN ASSOCIATES, L.P.
By: Klingenstein Associates, Inc., its General Partner
By: /s/LEE P. KLINGENSTEIN
-----------------------
Lee P. Klingenstein, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/IRWIN LAINOFF
- ------------------
Irwin Lainoff
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
LAINOFF ASSOCIATES, L.P.
By: Lainoff Associates, Inc., its General Partner
By: /s/IRWIN LAINOFF
-----------------
Irwin Lainoff, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JEFFREY B. LANE
- --------------------
Jeffrey B. Lane
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JOSEPH R. LASSER
- ---------------------
Joseph R. Lasser
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
LASSER ASSOCIATES, L.P.
By: Lasser Associates, Inc., its General Partner
By: /s/JOSEPH R. LASSER
--------------------
Joseph R. Lasser, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/RICHARD S. LEVINE
- ----------------------
Richard S. Levine
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/CHRISTOPHER J. LOCKWOOD
- ----------------------------
Christopher J. Lockwood
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LAWRENCE MARX III
- ----------------------
Lawrence Marx III
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
LAWRENCE MARX III ASSOCIATES, L.P.
By: Lawrence Marx III Associates, Inc., its General Partner
By: /s/LAWRENCE MARX III
---------------------
Lawrence Marx III, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ROBERT MATZA
- -----------------
Robert Matza
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ROBERT R. MCCOMSEY
- -----------------------
Robert R. McComsey
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MARTIN MCKERROW
- --------------------
Martin McKerrow
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
MCKERROW ASSOCIATES, L.P.
By: McKerrow Associates, Inc., its General Partner
By: /s/MARTIN MCKERROW
-------------------
Martin McKerrow, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MARTIN E. MESSINGER
- ------------------------
Martin E. Messinger
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
MESSINGER ASSOCIATES, L.P.
By: Messinger Associates, Inc., its General Partner
By: /s/MARTIN E. MESSINGER
-----------------------
Martin E. Messinger, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/BETH W. NELSON
- -------------------
Beth W. Nelson
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ROY R. NEUBERGER
- ---------------------
Roy R. Neuberger
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
NEUBERGER ASSOCIATES, L.P.
By: Neuberger Associates, Inc., its General Partner
By: /s/ROY R. NEUBERGER
--------------------
Roy R. Neuberger, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/HAROLD J. NEWMAN
- ---------------------
Harold J. Newman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
NEWMAN ASSOCIATES, L.P.
By: Newman Associates, Inc., its General Partner
By: /s/HAROLD J. NEWMAN
--------------------
Harold J. Newman, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/DANIEL P. PADUANO
- ----------------------
Daniel P. Paduano
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
PADUANO ASSOCIATES, L.P.
By: Paduano Associates, Inc., its General Partner
By: /s/DANIEL P. PADUANO
---------------------
Daniel P. Paduano, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/NORMAN H. PESSIN
- ---------------------
Norman H. Pessin
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LESLIE M. POLLACK
- ----------------------
Leslie M. Pollack
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
POLLACK 1998 GRANTOR
RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/LESLIE M. POLLACK
---------------------
Leslie M. Pollack, as Trustee
By: /s/YVONNE S. POLLACK
---------------------
Yvonne S. Pollack, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/WILLIAM A. POTTER
- ----------------------
William A. Potter
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
POTTER ASSOCIATES, L.P.
By: Potter Associates, Inc., its General Partner
By: /s/WILLIAM A. POTTER
---------------------
William A. Potter, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JANET W. PRINDLE
- ---------------------
Janet W. Prindle
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/C. CARL RANDOLPH
- ---------------------
C. Carl Randolph
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 28, 1999.
/s/KEVIN L. RISEN
- -------------------
Kevin L. Risen
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/DANIEL H. ROSENBLATT
- -------------------------
Daniel H. Rosenblatt
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/J. CURT SCHNACKENBERG, JR.
- -------------------------------
J. Curt Schnackenberg, Jr.
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MARVIN C. SCHWARTZ
- -----------------------
Marvin C. Schwartz
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
SCHWARTZ ES ASSOCIATES, L.P.
By: Schwartz ES Associates, Inc., its general partner
By: /s/MARVIN C. SCHWARTZ
----------------------
Marvin C. Schwartz, President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
SCHWARTZ CS ASSOCIATES, L.P.
By: Schwartz CS Associates, Inc., its general partner
By: /s/MARVIN C. SCHWARTZ
----------------------
Marvin C. Schwartz, President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JENNIFER K. SILVER
- -----------------------
Jennifer K. Silver
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/KENT C. SIMONS
- -------------------
Kent C. Simons
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/R. EDWARD SPILKA
- ---------------------
R. Edward Spilka
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
ROBERT EDWARD SPILKA 1998 GRANTOR
RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /S/R. EDWARD SPILKA
-------------------
Robert E. Spilka, as Trustee
By: /S/LINDA GALARZA SPILKA
-----------------------
Linda Galarza Spilka, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/GLORIA H. SPIVAK
- ---------------------
Gloria H. Spivak
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/HEIDI L. SCHNEIDER
- -----------------------
Heidi L. Schneider
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
STEIGER ASSOCIATES, L.P.
By: Steiger Associates, Inc., its General Partner
By: /s/HEIDI L. SCHNEIDER
----------------------
Heidi L. Schneider, President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 1, 1999.
/s/BERNARD Z. STEIN
- ---------------------
Bernard Z. Stein
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/FRED STEIN
- ---------------
Fred Stein
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ELEANOR M. STERNE
- ----------------------
Eleanor M. Sterne
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/STEPHANIE J. STIEFEL
- -------------------------
Stephanie J. Stiefel
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
STIEFEL ASSOCIATES, L.P.
By: Stiefel Associates, Inc., its General Partner
By: /s/STEPHANIE J. STIEFEL
------------------------
Stephanie J. Stiefel, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/PHILIP A. STRAUS
- ---------------------
Philip A. Straus
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/PETER STRAUSS
- ------------------
Peter Strauss
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
STRAUSS 1998 TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/BARBARA STRAUSS
------------------
Barbara Strauss, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/PETER E. SUNDMAN
- ---------------------
Peter E. Sundman
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
SUNDMAN ASSOCIATES, L.P.
By: Sundman Associates, Inc., its General Partner
By: /s/PETER E. SUNDMAN
--------------------
Peter E. Sundman, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/ALLAN D. SUTTON
- --------------------
Allan D. Sutton
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 1, 1999.
ALLAN D. SUTTON 1998 GRANTOR
RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/ALLAN D. SUTTON
------------------
Allan D. Sutton, as Trustee
By: /s/ANITA SUTTON
---------------
Anita Sutton, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
SUTTON 1998 GST TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/NANCY SUTTON FINLEY
----------------------
Nancy Sutton Finley, as Trustee
By: /s/PEGGY LYNN SUTTON
--------------------
Peggy Lynn Sutton, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/RICHARD J. SWEETNAM JR.
- ----------------------------
Richard J. Sweetnam Jr.
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/JUDITH M. VALE
- -------------------
Judith M. Vale
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/DAVID I. WEINER
- --------------------
David I. Weiner
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
WEINER 1998 GRANTOR
RETAINED ANNUITY TRUST
By: Neuberger Berman Trust Company
of Delaware, as Trustee
By: /s/JOHN W. MACK
----------------
John W. Mack, Vice President
By: /s/DAVID I. WEINER
------------------
David I. Weiner, as Trustee
By: /s/LAURIE L. WEINER
-------------------
Laurie L. Weiner, as Trustee
By:
-------------------------------------------
Bintoar Palar, as Trustee
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/MICHAEL J. WEINER
- ----------------------
Michael J. Weiner
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/DIETRICH WEISMANN
- ----------------------
Dietrich Weismann
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of September 28, 1999.
WEISMANN ASSOCIATES, L.P.
By: Weismann Associates, Inc., its General Partner
By: /s/DIETRICH WEISMANN
---------------------
Dietrich Weismann, its President
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LESLIE J. WERKSTELL
- ------------------------
Leslie J. Werkstell
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 28, 1999.
/s/ALLAN R. WHITE, III
- ------------------------
Allan R. White, III
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
/s/LAWRENCE ZICKLIN
- ---------------------
Lawrence Zicklin
<PAGE>
The foregoing Power of Attorney
is hereby executed by the undersigned
as of October 11, 1999.
ZICKLIN ASSOCIATES, L.P.
By: Zicklin Associates, Inc., its General Partner
By: /s/LAWRENCE ZICKLIN
--------------------
Lawrence Zicklin, its President
