8-A12B 1 a2053353z8-a12b.txt 8-A12B 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.) 3 WORLD FINANCIAL CENTER NEW YORK, NEW YORK 10285 (Address of principal executive offices, including zip code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------------------------ -------------------------------------- 10 UNCOMMON VALUES(R) INDEX SUNS(SM) THE AMERICAN STOCK EXCHANGE LLC STOCK UPSIDE NOTE SECURITIES(SM) NOTES DUE JULY 3, 2004 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: 333-61878 Securities to be Registered Pursuant to Section 12(g) of the Act: None 2 Item 1. Description of Registrant's Securities to be Registered. The Registrant hereby incorporates by reference the descriptions set forth under the captions "Description of the Notes", "The Index" and "Description of Debt Securities" on pages S-11 to S-25 and 8 to 16 of the Prospectus Supplement dated June 28, 2001, and accompanying Prospectus dated June 21, 2001, filed with the Securities and Exchange Commission (the "Commission") on June 29, 2001, pursuant to Rule 424(b)(2) under the Securities Act of 1933. Item 2. Exhibits. The securities described herein are to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on an exchange on which other securities of the Registrant are currently registered. In accordance with the instructions regarding exhibits to Form 8-A, the following exhibits are filed herewith or incorporated herein by reference: 1.01 Standard Multiple Series Indenture Provisions dated July 30, 1987 and as amended November 16, 1987 (INCORPORATED BY REFERENCE TO EXHIBIT 4(a) TO POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 33-16141, FILED WITH THE COMMISSION ON NOVEMBER 16, 1987) 1.02 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) 1.03 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) 1.04 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) 1.05 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) 1.06 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) 3 1.07 Fifth Supplemental Indenture dated as of August 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) 1.08 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) 1.09 Global Security representing $5,000,000 aggregate principal amount of the Registrant's 10 Uncommon Values(R) Index SUNS(SM) Stock Upside Note Securities(SM) Notes Due July 3, 2004 (FILED HEREWITH) 1.10 Calculation Agency Agreement, dated as of July 3, 2001, between the Registrant and Lehman Brothers Inc., as calculation agent, relating to the Registrant's 10 Uncommon Values(R) Index SUNS(SM) Stock Upside Note Securities(SM) Notes Due July 3, 2004 (FILED HEREWITH) 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: June 29, 2001 4 EXHIBIT INDEX EXHIBIT NO. EXHIBIT 1.09 Global Security representing $5,000,000 aggregate principal amount of the Registrant's 10 Uncommon Values(R) Index SUNS(SM) Stock Upside Note Securities(SM) Notes Due July 3, 2004 1.10 Calculation Agency Agreement, dated as of July 3, 2001, between the Registrant and Lehman Brothers Inc., as calculation agent, relating to the Registrant's 10 Uncommon Values(R) Index SUNS(SM) Stock Upside Note Securities(SM) Notes Due July 3, 2004