-----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, LMMuHUdqpPGktvTi3ynHCennkTeoHDWHrb8meAKURi4JMq1EemTrSNUBGpUFRFqo DdjvXq5ilrcMz5qchb6o6w== 0001104659-06-040645.txt : 20060608 0001104659-06-040645.hdr.sgml : 20060608 20060608172545 ACCESSION NUMBER: 0001104659-06-040645 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 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: 333-134553 FILM NUMBER: 06894782 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 a06-13276_4424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)

CALCULATION OF REGISTRATION FEE

 

 

 

 

Title of Each Class of Securities Offered

 

Maximum Aggregate
Offering Price

 

Amount of
Registration
Fee(1) (2)

6.90% Notes due 2036

 

$25,000,000

 

$2,675.00

 

(1)               Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.

(2)               Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, filing fees of $1,225,660.12 have already been paid with respect unsold securities that were previously registered under the Registration Statement on Form S-3 (No. 333-121067) filed by Lehman Brothers Holdings Inc. and the other Registrants on May 18, 2005 and have been carried forward, of which $2,675.00 is offset against the registration fee due for this offering and $1,222,985.12 remains available for future registration fees. No additional registration fee has been paid with respect to this offering.

 

Rule 424(b)(3)

 

Registration No. 333-134553

 

PRICING SUPPLEMENT NO. 3 dated June 6, 2006
to Prospectus Supplement dated May 30, 2006
and Prospectus dated May 30, 2006

LEHMAN BROTHERS HOLDINGS INC.
Medium-Term Notes, Series I

This Pricing Supplement supplements the terms and conditions in, and incorporates by reference, the Prospectus, dated May 30, 2006, as supplemented by the Prospectus Supplement, dated May 30, 2006 (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.

52517PJ77

 

 

ISIN:

US52517PJ777

 

 

Specified Currency:

Principal:

U.S. Dollars

 

Interest:

U.S. Dollars

 

 

Principal Amount:

$25,000,000

Lehman Brothers Inc. proposes to offer the notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. Lehman Brothers Inc. has agreed to purchase the notes from us at 100% of the principal amount.

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On the Issue Date, we may, without the consent of the holders of the 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.

Agent:

 

Lehman Brothers

 

 

 

Agent’s Capacity:

 

x  As principal               o  As agent

 

 

 

Trade Date:

 

June 6, 2006

 

 

 

Issue Date:

 

June 20, 2006

 

 

 

Stated Maturity Date:

 

June 20, 2036, subject to Optional Redemption

 

 

 

Date From Which Interest Accrues:

 

x  Issue Date

 

 

o  Other: _____________

x  Fixed Rate Note

 

 

 

 

 

Interest Rate per Annum:

 

6.90%

 

 

 

o  Floating Rate Note

 

o  CD Rate

 

 

o  Commercial Paper Rate

 

 

o  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  CMS Rate

 

 

o  Other: _____________

 

 

 

Spread:

 

Not applicable

 

 

 

Spread Multiplier:

 

Not applicable

 

 

 

Maximum Rate:

 

Not applicable

 

 

 

Minimum Rate:

 

Not applicable

 

 

 

Interest Payment Dates:

 

Semi-annually on December 20 and June 20, commencing on December 20, 2006, subject to Optional Redemption

 

 

 

Interest Determination Dates:

 

Not applicable

 

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Interest Reset Dates:

 

Not applicable

 

 

 

Calculation Agent:

 

Not applicable

 

 

 

Optional Redemption:

 

The Notes may be redeemed prior to the Stated Maturity Date at the option of Lehman Brothers Holdings in whole or in part at a price equal to 100% of the principal amount being redeemed, on each Interest Payment Date, commencing on June 20, 2008. Notice of redemption will be given not less than five business days prior to the redemption date.

 

 

 

Form of Note:

 

x  Book-entry only (global)              o  Certificated

 

SUPPLEMENTAL INFORMATION CONCERNING THE PLAN OF DISTRIBUTION

Lehman Brothers Holdings has agreed to sell to Lehman Brothers Inc. (the “Agent”), and the Agent has agreed to purchase from Lehman Brothers Holdings Inc. the principal amount of the Notes at the price specified on the cover of this pricing supplement. The Agent is committed to take and pay for all of the Notes, if any are taken.

The Agent proposes to offer the Notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. In connection with the sale of the Notes, the Agent may be deemed to have received compensation from us in the form of underwriting discounts. The Agent may effect such transactions by selling the Notes to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the Agent.

It is expected that delivery of the Notes will be made against payment therefor more than three business days following the date of this pricing supplement. Trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on any day prior to the third business day before the settlement date will be required to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement.

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.

 

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