-----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, UL0tdCekEnt+SyhUSvuJp2YJ1ID3g/6HxM4Qa9MVY8g8GDqB9ovbCLLIDKvkul6o h2Fou5a50EwUnD0jXirM9A== 0001104659-06-009571.txt : 20060214 0001104659-06-009571.hdr.sgml : 20060214 20060214165015 ACCESSION NUMBER: 0001104659-06-009571 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121067 FILM NUMBER: 06616418 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 424B3 1 a06-4636_3424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)

 

Rule 424(b)(3)

Registration No. 333-121067

 

Amendment No. 1 dated February 14, 2006 to

PRICING SUPPLEMENT NO. 17 dated July 20, 2005

to Prospectus Supplement dated May 18, 2005

and Prospectus dated May 18, 2005

 

LEHMAN BROTHERS HOLDINGS INC.

Medium-Term Notes, Series H

 

This Pricing Supplement supplements the terms and conditions in, and incorporates by reference, the Prospectus, dated May 18, 2005, as supplemented by the Prospectus Supplement, dated May 18, 2005 (as so supplemented, together with all documents incorporated by reference therein, the “Prospectus”), and should be read in conjunction with the Prospectus. Unless otherwise defined in this Pricing Supplement, terms used herein have the same meanings as are given to them in the Prospectus.

 

CUSIP No.:

52517PA50

 

 

ISIN:

US52517PA503

 

 

 

Specified Currency:

Principal:

U.S. Dollars

 

Interest:

U.S. Dollars

 

 

 

Principal Amount:

$150,000,000

 

 

 

Total

 

Per Note

 

Issue Price:

 

$

150,000,000

 

100.00

%

Agents’ Commission:

 

$

375,000

 

0.25

%

Proceeds to Lehman Brothers Holdings:

 

$

149,625,000

 

99.75

%

 

On the Issue Date, we may, without the consent of the holders of Notes, issue additional notes similar to these Notes in all respects except for the Issue Price. Following the Issue Date, we may, without the consent of the holders of Notes, create and issue additional notes similar to these Notes in all respects except for the Issue Date, Issue Price and the payment of interest accruing prior to the Issue Date of such additional notes. All such additional notes will be consolidated and form a single tranche with, have the same CUSIP and ISIN numbers as and trade interchangeably with these Notes.

 

Agents:

Lehman Brothers

 

 

Mellon Financial Markets, LLC

 

 

BBVA

 

 

 

 

Agents’ Capacity:

ý As principal           o As agent

 


 

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

 

 

 

 

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

 

 

 

 

Trade Date:

July 20, 2005

 

 

 

 

Issue Date:

July 25, 2005

 

 

 

 

Stated Maturity Date:

July 25, 2007

 

 

 

 

Date From Which Interest Accrues:

ý Issue Date

 

 

o Other:                            

 

 

 

 

o

Fixed Rate Note

 

 

 

 

 

 

 

Interest Rate per Annum:

                   %

 

 

 

 

 

ý

Floating Rate Note

 

 

 

o

CD Rate

 

 

o

Commercial Paper Rate

 

 

ý

Federal Funds (Effective) Rate

 

 

o

Federal Funds (Open) Rate

 

 

o

LIBOR Telerate

 

 

o

LIBOR Reuters

 

 

o

EURIBOR

 

 

o

Treasury Rate: Constant Maturity o Yes o No

 

 

o

Prime Rate

 

 

o

Eleventh District Cost of Funds Rate

 

 

o

Other:                                          

 

 

 

 

Spread:

Plus 0.09%

 

 

 

 

Spread Multiplier:

Not applicable

 

 

 

 

Maximum Rate:

Not applicable

 

 

 

 

Minimum Rate:

Not applicable

 

 

 

 

Interest Payment Dates:

Monthly on the 25th, commencing on August 25, 2005

 

 

 

 

Interest Determination Dates:

One Business Day prior to each Interest Reset Date

 

 

 

 

Interest Reset Dates:

Daily on each Business Day, provided that the Rate for a day that is not a Business Day shall be the Rate in effect

 

2


 

 

for the immediately preceding Business Day and provided  further that the Rate for an Interest Payment Date shall be the Rate in effect for the immediately preceding Business Day

 

 

 

Calculation Agent:

Citibank, N.A.

 

 

 

 

Optional Redemption:

Not applicable

 

 

 

 

Authorized Denominations:

$100,000 and whole multiples of $100,000

 

 

 

 

Form of Note:

ý Book-entry only (global)        o Certificated

 

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION

 

Subject to the terms of a Purchase Agreement between Lehman Brothers Holdings Inc. and Lehman Brothers Inc. and the other agents set forth below (collectively, the “Agents”), Lehman Brothers Holdings Inc. has agreed to sell to the Agents, and each of the Agents has agreed severally to purchase, the principal amounts of Notes set forth opposite its name below:

 

Agents

 

Principal Amount
of the Notes

 

 

 

 

 

Lehman Brothers Inc.

 

$

147,000,000

 

Mellon Financial Markets, LLC

 

1,500,000

 

BANCO BILBAO VIZCAYA ARGENTARIA S.A

 

1,500,000

 

Total

 

$

150,000,000

 

 

Under the terms and conditions of the Purchase Agreement, the Agents are 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 may offer the Notes to certain dealers at such price less a concession not in excess of 0.150% of the principal amount of the Notes. The Agents may allow, and the dealers may reallow, a discount not in excess of 0.075% 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.

 

Lehman Brothers Holdings has agreed to indemnify the Agents against liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to make relating to these liabilities as described in the Prospectus. Lehman Brothers Holdings will pay certain expenses, expected to be approximately $75,000, associated with the offer and sale of the Notes.

 

3


 

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.

 

Certain of the underwriters and their affiliates have in the past provided, and may in the future from time to time provide, investment banking and/or general financing and/or banking services to Lehman Brothers Holdings and its affiliates, for which they have in the past received, and may in the future receive, customary fees.

 

Each Agent has represented and agreed that:

 

•                  it and each of its affiliates have not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to the expiry of a period of six months from the issue date of the Notes except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations of 1995;

 

•                  it and each of its affiliates have only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to Lehman Brothers Holdings; and

 

•                  it and each of its affiliates have complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

 

Each Agent has separately further agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell in the Netherlands any Notes other than to persons who trade or invest in securities in the conduct of a profession or business (which include banks, stockbrokers, insurance companies, investment undertakings, pension funds, other institutional investors and finance companies and treasury departments of large enterprises).

 

Each Agent has agreed that it will comply with all applicable laws and regulations in force in any jurisdiction in which it offers or sells the Notes or possesses or distributes the prospectus supplement, the accompanying prospectus or any other offering material and will obtain any consent, approval or permission required by it for the offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such offers or sales.

 

4


 

Certain of the Agents may not be U.S. registered broker-dealers and accordingly will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the NASD.

 

Certain of the Agents may make the securities available for distribution on the Internet through a proprietary website and/or a third-party system operated by Market Axess Corporation, an Internet-based communications technology provider.  Market Axess Corporation is providing the system as a conduit for communications between such Agents and their customers and is not a party to this offering. Market Axess Corporation, a registered broker-dealer, will receive compensation from such Agents based on transactions that such Agents conduct through the system.  Such Agents will make the securities available to their customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels.

 

If the Notes are sold in a market-making transaction after their initial sale, information about the purchase price and the date of the sale will be provided in a separate confirmation of sale.

 

5

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