-----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, AvLzUQl9ij2F0wDJSAkNUgP0X8+v7bzgqP/vwYgItXIckdrv24L6bkszAdaJTZKl s42gZc6WmtA9KjBcvLnwMA== 0000909518-08-000851.txt : 20081120 0000909518-08-000851.hdr.sgml : 20081120 20081120170328 ACCESSION NUMBER: 0000909518-08-000851 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081103 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09466 FILM NUMBER: 081204483 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-K 1 mm11-2008_8k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

November 14, 2008

Lehman Brothers Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-9466

13-3216325

(Commission File Number)

(IRS Employer Identification No.)

 

 

1271 Avenue of the Americas

 

New York, New York

10020

(Address of principal

(Zip Code)

executive offices)

 

 

 

Registrant’s telephone number, including area code:

(212) 526-7000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2008, Richard S. Fuld, Jr., Chairman of the Board of Directors and Chief Executive Officer of Lehman Brothers Holdings Inc. (the “Registrant”), notified the Registrant of his decision to step-down from his position as Chief Executive Officer effective December 31, 2008. Mr. Fuld will continue to hold his position as Chairman of the Board of Directors. On November 14, 2008, the Board of Directors of the Registrant elected Bryan P. Marsal, currently the Registrant’s Chief Restructuring Officer, to succeed Mr. Fuld as Chief Executive Officer.

Mr. Marsal, 57, is the Co-Chief Executive Officer of Alvarez & Marsal North America, LLC (“A&M”), a management consulting firm which he co-founded in 1983.  Mr. Marsal has led numerous A&M engagements in the healthcare, manufacturing, retailing, apparel, communications and oil field services industries. Mr. Marsal most recently served as Chief Restructuring Officer of HealthSouth, an outpatient surgery, diagnostic testing and physical rehabilitation services provider.  Previously, he served as the Chief Restructuring Manager of Arthur Andersen LLP, Chairman and CEO of Cluett American Corporation, Republic Health Corporation (renamed OrNdaHealthCorp.), Anthony Manufacturing and Gitano.  He has also served as Chief Operating Officer of Alexander’s Dept. Stores.

There are no family relationships between Mr. Marsal and any director or executive officer of the Registrant. Mr. Marsal will continue to be employed by A&M as a managing director and, while rendering services to the Registrant, will continue to work with A&M personnel in connection with other unrelated matters. As a result, Mr. Marsal will not receive any compensation directly from the Registrant and will not participate in any of the Registrant’s employee benefit plans.  The Registrant will instead compensate A&M for Mr. Marsal’s services, pursuant to the Engagement Letter, dated September 15, 2008, between the Registrant and A&M.

 

Item 8.01.

Other Events.

As a result of its on-going Chapter 11 proceeding, the Registrant has suspended dividend payments with respect to its outstanding capital stock. The suspension of dividend payments applies to the Registrant’s outstanding preferred and common stock.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

LEHMAN BROTHERS HOLDINGS INC.

 

Date:

November 20, 2008

By:

  /s/ David J. Coles

Name: David J. Coles

Title: Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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