-----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, EAgLLZXjZG5HMy96IylO8L5grR3ToXGROoelLgXPLidr4HbyEwgxJ2k8hMvubsoW wtyeuaobwrzuMnmy3685hg== 0001047469-07-004961.txt : 20070612 0001047469-07-004961.hdr.sgml : 20070612 20070612170704 ACCESSION NUMBER: 0001047469-07-004961 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070612 DATE AS OF CHANGE: 20070612 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: 07915572 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 a2178150z8-a12b.htm FORM 8-A12B

 

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

 

13-3216325

(State of Incorporation or organization)

 

(I.R.S. Employer Identification no.)

 

 

 

745 Seventh Avenue
New York, New York

 

10019

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

 

 

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

5.857% Normal Mandatory Capital Advantaged Preferred Securities

 

New York Stock Exchange

 

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. o

 

Securities Act registration statement file number to which this form relates: 333-134553

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

 


 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.                                                           Description of Registrant’s Securities to Be Registered.

 

The class of securities to be registered is the 5.857% Normal Mandatory Capital Advantaged Preferred Securities of Lehman Brothers Holdings Inc.

 

The Registrant hereby incorporates by reference the descriptions set forth in the Prospectus dated May 8, 2007 under the caption “Description of the MCAPS,” “Description of the Stock Purchase Contracts,” “Description of the Trust Preferred Securities,” “Description of the Junior Subordinated Debentures,” “Description of the Guarantee,” “Relationship Among the Trust Preferred Securities, the Junior Subordinated Debentures and the Guarantee,” “Description of the Preferred Stock” and “Certain Terms of the Replacement Capital Covenant.”

 

Item 2.                                                           Exhibits.

 

Exhibit
Number

 

Description

1

 

Amended and Restated Declaration of Trust for Lehman Brothers Holdings Capital Trust VII, dated May 17, 2007 by and among Lehman Brothers Holdings Inc., as Sponsor, U.S. Bank National Association, as Property Trustee and U.S. Bank Trust National Association, as Delaware Trustee, the Regular Trustees and the holders of the Trust Securities (including the form of certificate representing the trust preferred securities) (incorporated by reference to Exhibit 4.05 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007)

 

 

 

2

 

Guarantee Agreement, dated as of May 17, 2007, between Lehman Brothers Holdings Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.07 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007)

 

 

 

3

 

Stock Purchase Agreement, dated as of May 17, 2007, between Lehman Brothers Holdings Inc. and U.S. Bank National Association (including the form of certificate representing the Normal MCAPS) (incorporated by reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007).

 

 

 

4

 

Eleventh Supplemental Indenture, dated as of May 17, 2007, is between Lehman Brothers Holdings Inc. and U.S. Bank National Association (including the form of junior subordinated debenture) (incorporated by reference to Exhibit 4.09 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007).

 

 

 

5

 

Collateral Agreement, dated as of May 17, 2007, among Lehman Brothers Holdings Inc., The Bank of New York and U.S. Bank National Association (incorporated by reference to Exhibit 4.03 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007).

 

 

 

6

 

Certificate of Designations of Lehman Brothers Holdings Inc. establishing the rights, preferences, privileges, qualifications, restrictions and limitations relating to the Non-Cumulative Perpetual Preferred Stock, Series H (incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007).

 

 

 

7

 

Certificate of Amendment to Certificate of Trust of Lehman Brothers Holdings Capital Trust VII (incorporated by reference Exhibit 4.11 to the Registrant’s Current Report on Form 8-K, filed on May 23, 2007).

 

1


 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereto duly authorized.

 

 

LEHMAN BROTHERS HOLDINGS INC.

 

 

 

 

Date: June 12, 2007

By:

    /s/ Barrett S. DiPaolo

 

 

 

Barrett S. DiPaolo

 

 

Vice President

 

2


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