-----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, I/ZSEMbEsLB4jpNx27bn4t6v5Xug2TC6zIixY17jfRLXmbNaa2IiioLQxiydVv6J Qg0fTVcjactIbeqUg8DV2Q== 0000806085-05-000213.txt : 20051027 0000806085-05-000213.hdr.sgml : 20051027 20051027123136 ACCESSION NUMBER: 0000806085-05-000213 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 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: 051159304 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 mtnh41upsize.txt MTNH41 UPSIZE PRICING SUPPLEMENT Rule 424(b)(3) Registration No. 333-121067 PRICING SUPPLEMENT NO. 41/A dated October 25, 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.: 52517PC66 ISIN: US52517PC665 Specified Currency: Principal: U.S. Dollars Interest: U.S. Dollars Principal Amount: $10,000,000 Total Per Note Issue Price: $10,000,000 100% Agent's Commission: $ 0 0% Proceeds to Lehman Brothers Holdings: $10,000,000 100% The Notes will be issued in an aggregate principal amount of $10,000,000 and will be a further issuance of, and will form a single tranche with, the $25,000,000 aggregate principal amount of Medium-Term Notes, Series H, due November 10, 2015, that Lehman Brothers Holdings will issue on November 10, 2005. The Notes will have the same CUSIP and ISIN numbers as the other notes of this tranche and will settle on the same date as, and trade interchangeably with, the other notes of this tranche. The issuance of the Notes will increase the aggregate principal amount of the outstanding notes of this tranche to $35,000,000. 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 Issue Date: November 10, 2005 Stated Maturity Date: November 10, 2015; 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: From the Issue Date through December 9, 2005, 5.711%. For each Interest Reset Period, from December 10, 2005 until the Stated Maturity Date: 2.07% plus (CPIFINAL - CPIINITIAL) / CPIINITIAL. Maximum Rate: Not applicable Minimum Rate: 0% CPIINITIAL: With respect to each Interest Reset Period, the CPI for the month that is 15 months prior to the start of the Interest Reset Period (which CPI is published in the following month). CPIFINAL: With respect to each Interest Reset Period, the CPI for the month that is 3 months prior to the start of the Interest Reset Period (which CPI is published in the following month). CPI: The Non-Seasonally Adjusted U.S. City Average All Items Consumer Price Index for All Urban Consumers published by the Sponsor on their internet website www.bls.gov/cpi/home.htm, and currently available for reference purposes only on Bloomberg Screen CPURNSA (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purposes of displaying the level of such CPI). If the CPI is (a) not calculated and announced by the Sponsor but is calculated and announced by a successor sponsor or (b) replaced by a successor index, then the CPI will be deemed to be the index so calculated and announced by that successor sponsor or that successor index, as the case may be. If the Sponsor fails to calculate and announce the CPI (and the preceding paragraph does not apply) or the CPI ceases to be published at all, then the applicable substitute index for the Notes will be that chosen by the Secretary of the Treasury for the Department of Treasurys Inflation-Linked Treasuries as described at 62 Federal Register 846-874 (January 6, 1997). Notwithstanding the fact that the published CPI to be used in any calculation of CPIINITIAL or CPIFINAL is subsequently revised by the Sponsor, the Interest Rate Calculation Agent shall determine the Interest Rate per Annum payable using the CPI published prior to any such revision; provided however, that if such revision is made in order to correct a manifest error (as determined by the Interest Rate Calculation Agent), the Interest Rate Calculation Agent shall use the CPI as so corrected. Sponsor: Bureau of Labor Statistics of the U.S. Department of Labor, or any successor sponsor acceptable to the Interest Rate Calculation Agent. Interest Reset Dates: Each Interest Payment Date, commencing on December 10, 2005. Interest Payment Dates: Monthly on the 10th, commencing on December 10, 2005; provided that if such day is not a New York business day, then such day will be the following New York business day, provided that the final Interest Payment Date for any Notes shall be the applicable maturity date. Interest Reset Period: From and including one Interest Reset Date (or Issue Date, in the case of the initial Interest Reset Period) to but excluding the next Interest Reset Date (or Stated Maturity Date, in the case of the final Interest Reset Period). 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 fixed or floating rate medium-term notes or even other inflation-linked securities. See "Risk Factors" generally in the Prospectus Supplement. You should consider the risk that the interest rate applicable to the Notes may result in less interest being payable on the Notes than on a conventional fixed or floating rate debt security issued by Lehman Brothers Holdings at the same time. You should consider the risk that the interest rate applicable to the Notes may be zero. Interest payable on the Notes on and after December 10, 2005 is linked to year-over-year changes in the level of the CPI for the relevant calendar month. If the CPI does not increase during a relevant measurement period, holders of the Notes will receive interest payments for that interest period equal to zero. The secondary market for, and the market value of, the Notes will be affected by a number of factors, including the creditworthiness of Lehman Brothers Holdings, the level and direction of interest rates, the anticipated level and potential volatility of the CPI, the method of calculating the CPI, the time remaining to the maturity of the Notes, the availability of comparable instruments and the aggregate principal amount of the Notes. The following table sets forth historical levels of the CPI, as reported by the Sponsor and reported on Bloomberg Screen CPURNSA, and the year-over-year in the level of the CPI: Year-Over- Year-Over- Year Change Year Change Date CPI (%) Date CPI (%) September 30, 2005 198.8 4.687% February 28, 2002 177.8 1.138% August 31, 2005 196.4 3.641% January 31, 2002 177.1 1.142% July 31, 2005 195.4 3.168% December 31, 2001 176.7 1.552% June 30, 2005 194.5 2.530% November 30, 2001 177.4 1.895% May 31, 2005 194.4 2.803% October 31, 2001 177.7 2.126% April 30, 2005 194.6 3.511% September 30, 2001 178.3 2.648% March 31, 2005 193.3 3.148% August 31, 2001 177.5 2.720% February 28, 2005 191.8 3.008% July 31, 2001 177.5 2.839% January 31, 2005 190.7 2.970% June 30, 2001 178.0 3.308% December 31, 2004 190.3 3.256% May 31, 2001 177.7 3.736% November 30, 2004 191.0 3.523% April 30, 2001 176.9 3.329% October 31, 2004 190.9 3.189% March 31, 2001 176.2 2.981% September 30, 2004 189.9 2.538% February 28, 2001 175.8 3.595% August 31, 2004 189.5 2.654% January 31, 2001 175.1 3.794% July 31, 2004 189.4 2.991% December 31, 2000 174.0 3.387% June 30, 2004 189.7 3.266% November 30, 2000 174.1 3.446% May 31, 2004 189.1 3.052% October 31, 2000 174.0 3.448% April 30, 2004 188.0 2.285% September 30, 2000 173.7 3.454% March 31, 2004 187.4 1.737% August 31, 2000 172.8 3.411% February 29, 2004 186.2 1.693% July 31, 2000 172.6 3.539% January 31, 2004 185.2 1.926% June 30, 2000 172.3 3.670% December 31, 2003 184.3 1.879% May 31, 2000 171.3 3.069% November 30, 2003 184.5 1.765% April 30, 2000 171.2 3.008% October 31, 2003 185.0 2.041% March 31, 2000 171.1 3.697% September 30, 2003 185.2 2.320% February 29, 2000 169.7 3.161% August 31, 2003 184.6 2.158% January 31, 2000 168.7 2.678% July 31, 2003 183.9 2.110% December 31, 1999 168.3 2.685% June 30, 2003 183.7 2.112% November 30, 1999 168.3 2.622% May 31, 2003 183.5 2.058% October 31, 1999 168.2 2.561% April 30, 2003 183.8 2.225% September 30, 1999 167.9 2.628% March 31, 2003 184.2 3.020% August 31, 1999 167.1 2.264% February 28, 2003 183.1 2.981% July 31, 1999 166.7 2.145% January 31, 2003 181.7 2.597% June 30, 1999 166.2 1.963% December 31, 2002 180.9 2.377% May 31, 1999 166.2 2.088% November 30, 2002 181.3 2.198% April 30, 1999 166.2 2.277% October 31, 2002 181.3 2.026% March 31, 1999 165.0 1.726% September 30, 2002 181.0 1.514% February 28, 1999 164.5 1.606% August 31, 2002 180.7 1.803% January 31, 1999 164.3 1.671% July 31, 2002 180.1 1.465% December 31, 1998 163.9 1.612% June 30, 2002 179.9 1.067% November 30, 1998 164.0 1.548% May 31, 2002 179.8 1.182% October 31, 1998 164.0 1.485% April 30, 2002 179.8 1.639% September 30, 1998 163.6 1.489% March 31, 2002 178.8 1.476% August 31, 1998 163.4 1.617% Historical levels of the CPI are not an indication of the future levels of the CPI during the term of the Notes. In the past, the CPI has experienced periods of volatility, and such volatility may occur in the future. Fluctuations and trends in the CPI that have occurred in the past are not necessarily indicative, however, of fluctuations that may occur in the future. Holders of the Notes will receive interest payments after December 10, 2005 that will be affected by changes in the CPI and such changes may be significant. The level and direction of the CPI is a function of the changes in specified consumer prices over time and depends on a number of interrelated factors, including economic, financial and political events, over which Lehman Brothers Holdings has no control. You should consider the risk that the Interest Rate calculation provisions applicable to the Notes is based upon the CPI and the CPI itself and the way the Sponsor calculates the CPI may change in the future or the CPI may no longer be published. There can be no assurance that the Sponsor will not change the method by which it calculates the CPI. In addition, changes in the way the CPI is calculated could reduce the level of the CPI and lower the interest payment with respect to the Notes, and therefore the secondary market for, and the market value of the Notes, may be significantly reduced. Additionally, Lehman Brothers Holdings or one of our affiliates may serve as issuer, agent or underwriter for additional issuances of notes with returns linked or related to changes in the level of the CPI. By introducing competing products into the marketplace in this manner, Lehman Brothers Holdings or one of our affiliates could adversely affect the value of the Notes. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES Treatment of Notes as Variable Rate Debt Instruments Lehman Brothers Holdings believes that the Notes provide for interest at an "objective rate" and therefore constitute "variable rate debt instruments," as those terms are defined in the original issue discount regulations. Lehman Brothers Holdings intends to report interest deductions with respect to the Notes based on this treatment. Under such characterization, holders of the Notes would report interest as ordinary income at the time it is paid or accrued in accordance with their method of accounting for tax purposes. Investors who purchase the Notes at a market discount or premium should consult their tax advisors regarding the appropriate rate of accrual or amortization for such market discount or premium. Investors should consult their tax advisors regarding possible alternative treatments of the Notes, including the possible application of the contingent payment debt regulations. 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. Lehman Brothers Holdings or an affiliate may enter into swap agreements or related hedge transactions with one of Lehman Brothers Holdings' other affiliates or unaffiliated counterparties in connection with the sale of the Notes and Lehman Brothers Inc. and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions. The Agent has represented and agreed that: * 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 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-----