-----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, Iob6DLTozntPkK1MOp3gz5vVk1RjSWLd3fe7grYbxQl+iYiHY3JisULhK7zQSrEk 0KZk4WL9YxulrJfNoL1Dew== 0000893750-04-000503.txt : 20041006 0000893750-04-000503.hdr.sgml : 20041006 20041006171926 ACCESSION NUMBER: 0000893750-04-000503 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 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: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09466 FILM NUMBER: 041068879 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 8-A12B 1 form_8a.txt FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LEHMAN BROTHERS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 13-3216325 (IRS Employer Identification No.) 745 Seventh Avenue New York, New York 10019 (Address of principal executive offices, including zip code) Securities to be registered pursuant to Section 12(b) of the Exchange Act: Title of each class to Name of each exchange on which be so registered: each class is to be registered: - ---------------------- ------------------------------- 6 1/4% Exchangeable Notes New York Stock Exchange, Inc. Due October 15, 2007 If this form relates to the registration of a class of securities pursuant to Section 12 (b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act Registration statement file number to which this form relates: 333-60474 Securities to be Registered Pursuant to Section 12(g) of the Exchange Act: None Item 1. Description of Registrant's Securities to be Registered. Lehman Brothers Holdings Inc. (the "Registrant") hereby incorporates by reference the descriptions set forth under the captions "Description of the PIES" on pages S-11 to S-21 of the Prospectus Supplement dated October 4, 2004, to Prospectus dated June 14, 2001, filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended. Item 1. Exhibits. The securities described herein are to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, on an exchange on which other securities of the Registrant are currently registered. In accordance with the instructions regarding exhibits on Form 8-A, the following exhibits are incorporated herein by reference: 1.1 Restated Certificate of Incorporation of the Registrant dated May 27, 1994 (incorporated by reference to Exhibit 3.1 to the Registrant's Transition Report on Form 10-K for the eleven months ended November 30, 1994). 1.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated April 9, 2001 (incorporated by reference to Exhibit 3.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 28, 2001). 1.3 By-Laws of the Registrant, amended as of October 22, 2002 (incorporated by reference to Exhibit 3.06 to the Registrant's Annual Report on Form 10-K for the fiscal year ended November 30, 2002). 1.4 Indenture dated as of September 1, 1987 between the Registrant and Citibank, N.A., as Trustee ("Citibank") (incorporated by reference to Exhibit 4(b) to Post-Effective Amendment No. 1 to Registration Statement No. 33-16141, filed with the Commission on November 16, 1987) 1.5 Supplemental Indenture dated as of November 25, 1987 between the Registrant and Citibank (incorporated by reference to Exhibit 4(m) to Registration Statement No. 33-25797, filed with the Commission on November 25, 1988) 1.6 Second Supplemental Indenture dated as of November 27, 1990 between the Registrant and Citibank (incorporated by reference to Exhibit 4(e) to Registration Statement No. 33-49062, filed with the Commission on June 30, 1992) 1.7 Third Supplemental Indenture dated as of September 13, 1991 between the Registrant and Citibank (incorporated by reference to Exhibit 4(f) to Registration Statement No. 33-46146, filed with the Commission on March 10, 1992) 1.8 Fourth Supplemental Indenture dated as of October 4, 1993 between the Registrant and Citibank (incorporated by reference to Exhibit 4(f) to Form 8-A, filed with the Commission on October 7, 1993) 2 1.9 Fifth Supplemental Indenture dated as of October 1, 1995 between the Registrant and Citibank (incorporated by reference to Exhibit 4(h) to Registration Statement No. 33-62085, filed with the Commission on August 24, 1995) 1.10 Sixth Supplemental Indenture dated as of June 26, 1997 between the Registrant and Citibank (incorporated by reference to Exhibit 4(h) to Registration Statement No. 33-38227, filed with the Commission on October 17, 1997) 1.11 Form of Global Security representing the Registrant's 6 1/4% Exchangeable Notes Due October 15, 2007 3 SIGNATURE Pursuant to the requirements of Section 12 of the Exchange Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Lehman Brothers Holdings Inc. By: /s/ Barrett S. DiPaolo ---------------------- Barrett S. DiPaolo Vice President Date: October 6, 2004 4 EX-1.11 2 exh1_11.txt FORM OF GLOBAL SECURITY Exhibit 1.11 NO. CUSIP NO. 524908 56 3 [Form of Face of Security] LEHMAN BROTHERS HOLDINGS INC. 6 1/4% Exchangeable Note Due October 15, 2007 (Premium Income Exchangeable Securities(SM)) Lehman Brothers Holdings Inc., a corporation duly organized and existing under the laws of Delaware (hereinafter called the "Company", which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to _______________, or registered assigns, except as otherwise provided in the Seventh Supplemental Indenture or this Security, the principal sum of __________ DOLLARS ($__________) on the Maturity Date (subject to the following paragraph), and to pay coupons thereon at a rate of 6.25% per annum, from the Issue Date or the most recent coupon payment date to which coupon has been paid or duly provided for, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year (commencing January 15, 2005 and ending on the Maturity Date), to the persons in whose names the Securities are registered at the close of business on the 1st day of the calendar month of such coupon payment date (the "Regular Record Date"); provided that, if the Maturity Date is extended beyond October 15, 2007, the Company shall pay the coupons otherwise due on October 15, 2007 on the Maturity Date as so extended; provided further, that the coupon payable on the Maturity Date shall be payable to the person to whom the principal is payable. Each payment of coupons due on a coupon payment date or on the Maturity Date shall include coupons accrued from the last date to which coupons have been paid or made available for payment, or from the Issue Date, if none has been paid or made available for payment, to the relevant payment date. The coupons shall be computed on the basis of a 360-day year of twelve 30-day months. On the Maturity Date, each $25 principal amount of this Security shall be mandatorily exchanged for shares of Common Stock, other securities, property and/or cash as described in the Seventh Supplemental Indenture dated as of October 8, 2004 relating to this Security. If the Maturity Date is extended beyond October 15, 2007 as the result of the occurrence of a Market Disruption Event, the coupons on this Security will cease to accrue on October 15, 2007. If a coupon payment date or the Maturity Date falls on a day that is not a Business Day, the payment to be made on that date will be made on the next succeeding Business Day with the same force and effect as if made on that coupon payment date, and no additional coupons will accrue as a result of such delayed payment. Any such coupon not so punctually paid or duly provided for shall forthwith cease to be payable to the holder on such Regular Record Date, and may either be paid to the person in whose name this Security is registered at the close of business on a special record date as described in Section 307 of the Indenture for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to holders of Securities of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment under this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment is legal tender for payment of coupons may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. "Premium Income Exchangeable Securities" and "PIES" are service marks owned by Lehman Brothers, Inc. Unless otherwise defined in this Security, capitalized terms are used in this Security as defined in the Indenture or the aforementioned Seventh Supplemental Indenture. 2 IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused this instrument to be duly executed under its corporate seal. Dated: LEHMAN BROTHERS HOLDINGS INC. By: ________________________________ Name: Title: Attest: Name TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. CITIBANK, N.A., as Trustee By: ________________________________ Authorized Officer 3 [Form of Reverse of Security] LEHMAN BROTHERS HOLDINGS INC. 6 1/4% Exchangeable Note Due October 15, 2007 This Security is one of a duly authorized issue of securities of the Company (hereinafter called the "Securities") issued and to be issued in one or more series under an Indenture, dated as of September 1, 1987, between the Company and Citibank, N.A., as Trustee (herein called the "Trustee" which term includes any successor trustee under the Indenture), as supplemented and amended by Supplemental Indentures dated as of November 25, 1987, as of November 27, 1990, as of September 13, 1991, as of October 4, 1993, as of October 1, 1995, as of June 26, 1997 and as of October 8, 2004 (as so supplemented and as may be further supplemented from time to time, the "Indenture"), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of a series of the Securities designated on the face hereof, limited in aggregate principal amount to $750,000,000. If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66 2/3% in principal amount of all Securities at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities at the time Outstanding, on behalf of the Holders of all Securities, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. The Indenture provides that no Holder of any Securities may enforce any remedy under the Indenture except in the case of refusal or neglect of the Trustee to act after notice of default and request by the Holders of 25% in principal amount of Outstanding Securities in the series for which a remedy is sought to be enforced and the offer to the Trustee of reasonable indemnity. As provided in the Indenture and subject to certain limitations therein set forth, this Security is transferable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the coupon on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities will not be redeemable prior to the Maturity Date nor be subject to any sinking fund. The Securities of this series are issuable in register form in denominations of $25. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. THIS SECURITY SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 2 ABBREVIATIONS ------------- The following abbreviations, when used in the inscription on the face of the within Security, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - _____ Custodian _________ Cust (Minor) under Uniform Gifts to Minors Act ______________ State TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common - ------------------------- Additional abbreviations may also be used though not in the above list. --------------------- FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - ------------------------------------------------------------------------------- (Name and Address of Assignee, including zip code, must be printed or typewritten.) - ------------------------------------------------------------------------------- the within Security, and all rights thereunder, hereby irrevocably constituting and appointing - ------------------------------------------------------------------------------- to transfer the said Security on the books of the Company, with full power of substitution in the premises. Dated: _________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed: - ---------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY A MEMBER OF AN APPROVED SIGNATURE GUARANTY MEDALLION PROGRAM. -----END PRIVACY-ENHANCED MESSAGE-----