-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzQKH5pyEf0FFDyl9NrJN7RtBvc2Ji1XMOHq3L32cdInE+dGcjw27i7Kp4RE9xAc D+BOR89UlmPuHKgIPCPYcg== 0000806085-05-000162.txt : 20050805 0000806085-05-000162.hdr.sgml : 20050805 20050805165616 ACCESSION NUMBER: 0000806085-05-000162 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050805 DATE AS OF CHANGE: 20050805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121067 FILM NUMBER: 051003346 BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 745 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 424B3 1 mtnh20.txt MTNH20 2-YEAR BULLET CMS FLOATER NOTE Rule 424(b)(3) Registration No. 333-121067 PRICING SUPPLEMENT NO. 20 dated August 3, 2005 to Prospectus Supplement dated May 18, 2005 and Prospectus dated May 18, 2005 LEHMAN BROTHERS HOLDINGS INC. Medium-Term Notes, Series H This Pricing Supplement supplements the terms and conditions in, and incorporates by reference, the Prospectus, dated May 18, 2005, as supplemented by the Prospectus Supplement, dated May 18, 2005 (as so supplemented, together with all documents incorporated by reference therein, the "Prospectus"), and should be read in conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement, terms used herein have the same meanings as are given to them in the Prospectus. CUSIP No.: 52517PA76 ISIN: US52517PA768 Specified Currency: Principal: U.S. Dollars Interest: U.S. Dollars Principal Amount: $20,000,000 Total Per Note Issue Price: $20,000,000 100% Agent's Commission: $ 0 0% Proceeds to Lehman Brothers Holdings: $20,000,000 100% On the Issue Date, we may, without the consent of the holders of Notes, issue additional notes similar to these Notes in all respects except for the Issue Price. Following the Issue Date, we may, without the consent of the holders of Notes, create and issue additional notes similar to these Notes in all respects except for the Issue Date, Issue Price and the payment of interest accruing prior to the Issue Date of such additional notes. All such additional notes will be consolidated and form a single tranche with, have the same CUSIP and ISIN numbers as and trade interchangeably with these Notes. Agent: Lehman Brothers Agent's Capacity: [X ] As principal [ ] As agent Trade Date: August 3, 2005 Issue Date: August 29, 2005 Stated Maturity Date: August 29, 2007; provided that if such day is not a New York business day, then such day will be the following New York business day. Date From Which Interest Accrues: [X ] Issue Date [ ] Other: _____________ [ ] Fixed Rate Note Interest Rate per Annum: _______% [X ] Floating Rate Note [ ] CD Rate [ ] Commercial Paper Rate [ ] Federal Funds (Effective) Rate [ ] Federal Funds (Open) Rate [ ] LIBOR Telerate [ ] LIBOR Reuters [ ] EURIBOR [ ] Treasury Rate: Constant Maturity [ ] Yes [ ] No [ ] Prime Rate [ ] Eleventh District Cost of Funds Rate [X ] Other: See "Interest Rate per Annum" below Interest Rate per Annum: 2-Year CMS Rate plus the Spread Spread: Minus 0.33% Initial Interest Rate: Not applicable Spread Multiplier: Not applicable Maximum Interest Rate: Not applicable Minimum Interest Rate: 0% Interest Calculation: All values used in any calculation of the Interest Rate will be rounded to five decimal places and all percentages resulting from any Interest Rate calculation will be rounded to three decimal places. Determination Dates: Two New York business days prior to the applicable Interest Reset Date Interest Reset Dates: The Original Issue Date and each Interest Payment Date, commencing on August 29, 2005 Interest Payment Dates: Monthly on the 29th, commencing on September 29, 2005 2-Year CMS Rate: The rate that appears on Reuters page ISDA FIX3 under the heading "2YR" at 11:00 a.m., New York City time. If such rate does not appear on Reuters page ISDA FIX3, the rate for such date shall be determined as if the parties had specified "USD-CMS-Reference Banks" as the applicable rate. "USD-CMS-Reference Banks" on any Determination Date will be the rate determined on the basis of the mid-market semi-annual swap rate quotations provided by the Reference Banks at approximately 11:00 a.m., New York City time on such Determination Date; and for this purpose, the semi-annual swap rate means the mean of the bid and offered rates for the semi-annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating U.S. Dollar interest rate swap transaction with a term equal to the Designated Maturity commencing on that date and in a Representative Amount with an acknowledged dealer of good credit in the swap market, where the floating leg, calculated on an actual/360 day count basis, is equivalent to USD-LIBOR-BBA with a designated maturity of three months. The rate for that date will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). "Reference Banks" means five leading swap dealers in the New York City interbank market selected by the Calculation Agent for the purposes of providing quotations as provided above. "Designated Maturity" means 2 years. "Representative Amount" means an amount that is representative for a single transaction in the relevant market at the relevant time. Interest Computation: Interest will be computed on the basis of a 360-day year of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed. Adjusted: [ ] Yes [X ] No Interest Rate Calculation Agent: Lehman Brothers Special Financing Optional Redemption: Not applicable Form of Note: [X ] Book-entry only (global) [ ] Certificated RISK FACTORS An investment in the Notes entails certain risks not associated with an investment in conventional floating rate medium-term notes. See "Risk Factors" generally in the Prospectus. The secondary market for, and the market value of, the Notes will be affected by a number of factors independent of the creditworthiness of Lehman Brothers Holdings, including the level and direction of interest rates, the anticipated level and potential volatility of the 2-Year CMS Rate, the method of calculating the 2-Year CMS Rate, the time remaining to the maturity of the Notes, the aggregate principal amount of the Notes and the availability of comparable instruments. The value of the 2-Year CMS Rate depends on a number of interrelated factors, including economic, financial and political events, over which Lehman Brothers Holdings has no control. The following table, showing the historical level of 2-Year CMS in effect for the hypothetical Interest Determination Dates listed below, illustrates the variability of that rate: Historical Levels of 2-Year CMS Interest Determination 2-Year Interest Determination 2-Year Date CMS Rate Date CMS Rate January 30, 1995 7.596 May 30, 2000 7.615 March 1, 1995 7.045 June 29, 2000 7.211 March 29, 1995 6.954 July 31, 2000 7.104 May 1, 1995 6.858 August 29, 2000 6.975 May 30, 1995 6.041 September 29, 2000 6.702 June 29, 1995 6.059 October 30, 2000 6.679 July 31, 1995 6.063 November 29, 2000 6.434 August 29, 1995 6.080 December 29, 2000 5.845 September 29, 1995 6.018 January 29, 2001 5.418 October 30, 1995 5.839 March 1, 2001 5.039 November 29, 1995 5.598 March 29, 2001 4.879 December 29, 1995 5.346 April 30, 2001 4.859 January 29, 1996 5.210 May 29, 2001 4.869 March 1, 1996 5.419 June 29, 2001 4.832 March 29, 1996 5.965 July 30, 2001 4.365 April 29, 1996 6.167 August 29, 2001 4.131 May 29, 1996 6.365 October 1, 2001 3.341 July 1, 1996 6.344 October 29, 2001 3.025 July 29, 1996 6.540 November 29, 2001 3.385 August 29, 1996 6.421 December 31, 2001 3.511 September 30, 1996 6.284 January 29, 2002 3.420 October 29, 1996 5.939 March 1, 2002 3.580 November 29, 1996 5.786 April 1, 2002 4.152 December 30, 1996 5.983 April 29, 2002 3.638 January 29, 1997 6.207 May 29, 2002 3.588 March 3, 1997 6.289 July 1, 2002 3.231 March 31, 1997 6.675 July 29, 2002 2.814 April 29, 1997 6.561 August 29, 2002 2.472 May 29, 1997 6.523 September 30, 2002 2.098 June 30, 1997 6.363 October 29, 2002 2.164 July 29, 1997 6.082 November 29, 2002 2.432 August 29, 1997 6.245 December 30, 2002 1.903 September 29, 1997 6.145 January 29, 2003 2.041 October 29, 1997 6.043 March 3, 2003 1.775 December 1, 1997 6.114 March 31, 2003 1.772 December 29, 1997 6.030 April 29, 2003 1.839 January 29, 1998 5.674 May 29, 2003 1.453 March 2, 1998 5.899 June 30, 2003 1.524 March 30, 1998 5.999 July 29, 2003 1.896 April 29, 1998 6.084 August 29, 2003 2.237 May 29, 1998 5.897 September 29, 2003 1.885 June 29, 1998 5.866 October 29, 2003 2.122 July 29, 1998 5.875 December 1, 2003 2.433 August 31, 1998 5.469 December 29, 2003 2.142 September 29, 1998 4.948 January 29, 2004 2.207 October 29, 1998 4.602 March 1, 2004 1.991 November 30, 1998 5.113 March 29, 2004 1.917 December 29, 1998 5.206 April 29, 2004 2.697 January 29, 1999 5.126 June 1, 2004 2.991 March 1, 1999 5.686 June 29, 2004 3.244 March 29, 1999 5.474 July 29, 2004 3.146 April 29, 1999 5.402 August 30, 2004 2.833 June 1, 1999 5.993 September 29, 2004 2.962 June 29, 1999 6.149 October 29, 2004 2.915 July 29, 1999 6.230 November 29, 2004 3.423 August 30, 1999 6.350 December 29, 2004 3.493 September 29, 1999 6.292 January 31, 2005 3.618 October 29, 1999 6.348 March 1, 2005 3.954 November 29, 1999 6.577 March 29, 2005 4.275 December 29, 1999 6.766 April 29, 2005 4.015 January 31, 2000 7.159 May 31, 2005 3.945 March 1, 2000 7.050 June 29, 2005 4.006 March 29, 2000 7.243 July 29, 2005 4.388 May 1, 2000 7.333 The historical experience of 2-Year CMS should not be taken as an indication of the future performance of 2-Year CMS during the term of the Notes. Fluctuations in the level of 2-Year CMS make the Notes' effective interest rate difficult to predict and can result in effective interest rates to investors that are lower than anticipated. In addition, historical interest rates are not necessarily indicative of future interest rates. Fluctuations in interest rates and interest rate trends that have occurred in the past are not necessarily indicative of fluctuations that may occur in the future, which may be wider or narrower than those that have occurred historically. SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. (the "Agent"), and the Agent has agreed to purchase from Lehman Brothers Holdings Inc. the principal amount of the Notes at the price specified on the cover of this pricing supplement. The Agent is committed to take and pay for all of the Notes, if any are taken. The Agent proposes to offer the Notes initially at a public offering price equal to the Issue Price set forth above and to certain dealers at such price. After the initial public offering, the public offering price and other selling terms may from time to time be varied by the Agent. Lehman Brothers Holdings has agreed to indemnify the Agents against liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to make relating to these liabilities as described in the Prospectus. The Notes are a new issue of securities with no established trading market. Lehman Brothers Holdings has been advised by the Agents that they may make a market in the Notes, but they are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. The Agent has represented and agreed that: * it and each of its affiliates have not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of a period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations of 1995; * it and each of its affiliates have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to Lehman Brothers Holdings; and * it and each of its affiliates have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. The Agent has separately further agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell in the Netherlands anyNotesother than to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, investment undertakings, pension funds, other institutional investors and finance companies and treasury departments of large enterprises). The Agent has agreed that it will comply with all applicable laws and regulations in force in any jurisdiction in which it offers or sells the Notes or possesses or distributes the prospectus supplement, the accompanying prospectus or any other offering material and will obtain any consent, approval or permission required by it for the offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such offers or sales. It is expected that delivery of the Notes will be made against payment therefor more than three business days following the date of this pricing supplement. Trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any day prior to the third business day before the settlement date will be required to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. If the Notes are sold in a market-making transaction after their initial sale, information about the purchase price and the date of the sale will be provided in a separate confirmation of sale. -----END PRIVACY-ENHANCED MESSAGE-----