-----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, ASMjGKJL20MVulA6UrxWE5Nn7u9oQgaWWKZATm6qmX062y1j9pn1EM+0QauD/0rz k1nmVYqzOta4lYnxsY8MNw== 0001047469-04-017192.txt : 20040513 0001047469-04-017192.hdr.sgml : 20040513 20040513171841 ACCESSION NUMBER: 0001047469-04-017192 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040513 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-60474 FILM NUMBER: 04803853 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 424B2 1 a2136632z424b2.htm 424B2

Rule 424(b)(2)

Registration No. 333-60474

 

 

PRICING SUPPLEMENT NO. 134 dated May 11, 2004

to Prospectus Supplement dated June 14, 2001

and Prospectus dated June 14, 2001

 

LEHMAN BROTHERS HOLDINGS INC.

Medium-Term Notes, Series G

Due Nine Months or More From the Date of Issue

 

CUSIP No.:

 

52517PWS6

 

 

 

 

 

 

 

ISIN:

 

US52517PWS63

 

 

 

 

 

 

 

Specified Currency:

 

US Dollars

 

 

 

 

 

 

 

Principal Amount:

 

US$60,000,000.00

 

 

 

 

 

 

 

 

 

Total

 

Per Note

 

 

 

 

 

Issue Price:

 

US$60,000,000.00

 

100.00%

Agents’ Commission:

 

US$     150,000.00

 

0.25%

Proceeds to Lehman Brothers Holdings:

 

US$59,850,000.00

 

99.75%

 

 

 

 

 

Agents:

 

Lehman Brothers Inc.

 

 

 

 

U.S. Bancorp Investments, Inc.

 

 

 

 

Calyon Securities (USA) Inc.

 

 

 

 

 

 

 

Agent’s Capacity:

 

[    ]  As agent

 

[X ]  As principal

 

 

 

 

 

[    ]

The Notes are being offered at varying prices relating to prevailing market prices at the time of sale.

 

 

 

 

 

[X ]

The Notes are being offered at a fixed initial public offering price equal to the Issue Price.

 

 

 

 

 

Trade Date:

 

May 11, 2004

 

 

 

 

 

 

 

Original Issue Date:

 

May 14, 2004

 

 

 

 

 

 

 

Stated Maturity Date:

 

June 2, 2006

 

 

 

 

 

 

 

Amortizing Note:

 

[   ]  Yes          [X ]  No

 

 

 

 

 

 

 

Amortization Schedule:

 

Not Applicable

 

 

 

 

[   ] Fixed Rate Note

 

Interest Rate per Annum:   %

 

 

 

 

 

 

 

[X ] Floating Rate Note

 

[   ] CD Rate

 

 

[   ] Commercial Paper Rate

 

 

[   ] Federal Funds Rate

 

 

[   ] LIBOR Telerate

 

 

[   ] LIBOR Reuters

 

 

[   ] Treasury Rate:  Constant Maturity [   ] Yes     [   ] No

 

 

[   ] Prime Rate

 

 

[   ] J.J. Kenny Rate

 

 

[   ] Eleventh District Cost of Funds Rate

 

 

[x ] Other:  See “Other Interest Rate Terms” below

 

 

 

Other Interest Rate Terms:

 

The rate for each interest reset period will be the sum of (a) the Federal Funds Open Rate, as determined in accordance herewith, plus (b) the Spread.

 

 

 

Federal Funds Open Rate:

 

With respect to an Interest Rate Determination Date, the rate for that day that appears under the heading “Federal Funds” and opposite the caption “Open” on Moneyline Telerate page 5.

 

 

 

 

 

If the above rate does not appear on Moneyline Telerate page 5 on the applicable Interest Rate Determination Date, the Federal Funds Open Rate will be the rate for that day that appears on FEDSPREB Index on Bloomberg which is the Fed Funds Opening Rate as reported by Prebon Yamane (or a successor) on Bloomberg.

 

 

 

 

 

If the above rate is not published on Moneyline Telerate page 5 or FEDSPREB Index on Bloomberg on the applicable Interest Reset Date, then the Federal Funds Open Rate will be the arithmetic mean of the rates for the last transaction in overnight U.S. Dollar Federal Funds prior to 9:00 a.m., New York City time, on that day arranged by three brokers of Federal Funds transactions in the City of New York selected by the Interest Rate Calculation Agent after consultation with Lehman Brothers Holdings.

 

 

 

Initial Interest Rate:

 

Not Applicable

 

 

 

Spread:

 

+0.18%

-or-

 

 

Spread Multiplier:

 

Not Applicable

 

2

 

Maximum Interest Rate:

 

Not Applicable

 

 

 

Minimum Interest Rate:

 

Not Applicable

 

 

 

Index Maturity:

 

Not Applicable

 

 

 

Interest Rate Determination Dates:

 

With respect to any Interest Rate Reset Date, such date.

 

 

 

Interest Rate Reset Dates:

 

Daily on each business day, provided that the Federal Funds Open Rate in effect for any day that is not a business day shall be the Federal Funds Open Rate in effect for the immediately preceding business day.

 

 

 

Interest Payment Dates:

 

Each August 14, November 14, February 14, and May 14,

 

 

commencing on August 14, 2004.

 

 

 

“Accrue to Pay”:

 

[X ]  Yes     [   ] No

 

 

 

Interest Rate Calculation Agent:

 

Citibank, N.A.

 

 

 

Optional Redemption:

 

The Note may not be redeemed prior to Stated Maturity at the option of Lehman Brothers Holdings.

 

 

 

Optional Repayment:

 

The holder of the Note may not elect repayment of the Note by Lehman Brothers Holdings prior to Stated Maturity.

 

 

 

Extension of Maturity:

 

Lehman Brothers Holdings may not extend the Stated Maturity Date of the Note.

 

 

 

Form of Note:

 

[X ]  Book-entry only (global)     [   ] Certificated

 

 

 

Depository:

 

The Depository Trust Company

 

 

 

Authorized Denominations:

 

$100,000 or any larger whole multiple

 

 

 

Issuer Rating:

 

Long-term senior unsecured debt of Lehman Brothers Holdings is currently rated A by Standard & Poor’s, A1 by Moody’s Investors Service and A+ by Fitch IBCA.

 

3

 

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

A summary of certain United States federal income tax consequences that will apply to holders of debt securities is set forth under “United States Federal Income Tax Consequences—Debt Securities” in the Prospectus.  Holders should note that the backup withholding tax rate of 31% referenced in the Prospectus under “United States Federal Income Tax Consequences—Debt Securities—Information Reporting and Backup Withholding—United States Holders” has been reduced to 28% for payments made through 2010, after which time the rate will revert back to 31% absent Congressional action.

In addition, the sections below replace the summaries set forth in the Prospectus under “United States Federal Income Tax Consequences—Debt Securities—Consequences to Non-United States Holders—United States Federal Estate Tax” and “United States Federal Income Tax Consequences—Debt Securities—Information Reporting and Backup Withholding—Non-United States Holders.”

Consequences to Non-United States Holders

United States Federal Estate Tax

Your estate will not be subject to United States federal estate tax on debt securities beneficially owned by you at the time of your death provided that:

·         any payment to you on the debt securities would be eligible for exemption from the 30% United States federal withholding tax under the rules described in the bullet points under “United States Federal Income Tax Consequences—Debt Securities—Consequences to Non-United States Holders—United States Federal Withholding Tax,” without regard to the certification requirements of the fourth bullet point; and

·         interest on those debt securities would not have been, if received at the time of your death, effectively connected with the conduct by you of a trade or business in the United States.

Information Reporting and Backup Withholding

Non-United States Holders

If you are a non-United States holder of debt securities, we must report annually to the IRS and to you the amount of payments we make to you and the tax withheld with respect to such payments, regardless of whether withholding was required. Copies of the information returns reporting such payments and withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty. You will not be subject to backup withholding regarding payments we make to you provided that we do not have actual knowledge or reason to know that you are a United States person and we have received from you the statement described above in the fourth bullet point under “United States Federal Income Tax Consequences—Debt Securities—Consequences to Non-United States Holders—United States Federal Withholding Tax.”

 

4

 

In addition, you will be subject to information reporting and, depending on the circumstances, backup withholding regarding the proceeds of the sale of a debt security made within the United States or conducted through United States-related intermediaries, unless the payor receives the statement described above and does not have actual knowledge or reason to know that you are a United States person, or you otherwise establish an exemption.

Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is furnished to the IRS.

UNDERWRITING

 

Subject to the terms of a Purchase Agreement, dated as of May 11, 2004, between Lehman Brothers Holdings and Lehman Brothers Inc. and the other agents set forth below (collectively, the “Agents”), Lehman Brothers Holdings has agreed to sell to the Agents, and the Agents have agreed severally to purchase, the principal amounts of Notes set forth opposite their names below:

 

Agents

 

 

Principal Amount of the Notes

 

 

 

 

 

 

Lehman Brothers Inc.

 

 

$

58,800,000

 

U.S. Bancorp Investments, Inc.

 

 

600,000

 

Calyon Securities (USA) Inc.

 

 

600,000

 

 

 

 

 

 

Total

 

 

$

60,000,000

 

 

Under the terms and conditions of the Purchase Agreement, the Agents are is committed to take and pay for all of the Notes, if any are taken.  The Agents propose 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 less a concession not in excess of 0.10% of the principal amount of the Notes. The Agents may allow, and the dealers may reallow, a discount not in excess of 0.05% of the principal amount of the Notes on sales to certain other dealers. After the initial public offering, the public offering price and other selling terms may from time to time be varied by the Agents.

 

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 has agreed to indemnify the Agents against certain liabilities under the Securities Act of 1933, as amended, as described in the Prospectus.

 

5

 

Capitalized terms used herein without definition have the meanings ascribed to them in the Prospectus Supplement and accompanying Prospectus.

 

 

Lehman Brothers Holdings Inc.

 

By:

 

/s/ Paolo Tonucci

Name:

Paolo Tonucci

Title:

Authorized Officer

 

6


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