-----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, VKBnRZw5ymEx55nqKBM5/sAzqeFtMh9AP4FHANHvk/OLgBGefCWdRzEwTZxNta0j cqeAju2xfd3gCN0K4GKccg== 0001104659-06-047302.txt : 20060717 0001104659-06-047302.hdr.sgml : 20060717 20060717161226 ACCESSION NUMBER: 0001104659-06-047302 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060717 DATE AS OF CHANGE: 20060717 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: 06965092 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 a06-15022_5424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)

 

Filed Pursuant to Rule 424(b)(3)

 

 

Registration No. 333-134553

 

PRICING SUPPLEMENT NO. 10 dated July 13, 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.:

 

52517PK59

 

 

 

 

 

 

 

ISIN:

 

US52517PK593

 

 

 

 

 

Specified Currency:

 

Principal:

 

U.S. Dollars

 

 

Interest:

 

U.S. Dollars

 

 

 

 

 

Principal Amount:

 

$800,000,000

 

 

 

Total

 

Per Note

 

Issue Price:

 

$

797,672,000

 

99.709

%

Agents’ Commission:

 

$

2,800,000

 

0.350

%

Proceeds to Lehman Brothers Holdings:

 

$

794,872,000

 

99.359

%

 

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

 

 

ABN AMRO

 

 

Bank of America Securities LLC

 

 

Caylon

 

 

Citigroup

 

 

Daiwa Securities SMBC Europe

 

 

HVB Capital Markets

 



 

 

ING Belgium S.A.

 

 

Santander Central Hispano

 

 

Standard Chartered Bank

 

 

SunTrust Robinson Humphrey

 

Agents’ Capacity:

 

x As principal

 

o As agent

 

x

 

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 13, 2006

 

 

 

Issue Date:

 

July 18, 2006

 

 

 

Stated Maturity Date:

 

July 18, 2011

 

 

 

Date From Which Interest Accrues:

 

x Issue Date

 

 

o  Other: ___________

 

x

 

Fixed Rate Note

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate per Annum:

 

5.75%

 

 

 

 

 

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

 

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Interest Payment Dates:

 

Semi-annually on January 18 and July 18, commencing on January 18, 2007

 

 

 

Interest Determination Dates:

 

Not applicable

 

 

 

Interest Reset Dates:

 

Not applicable

 

 

 

Calculation Agent:

 

Not applicable

 

 

 

Optional Redemption:

 

Not applicable

 

 

 

Authorized Denominations:

 

$1,000 and whole multiples of $1,000

 

 

 

Form of Note:

 

x 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.

 

$

720,000,000

 

ABN AMRO Bank N.V.

 

8,000,000

 

Bank of America Securities LLC

 

8,000,000

 

Caylon Securities (USA) Inc.

 

8,000,000

 

Citigroup Global Markets Inc.

 

8,000,000

 

Daiwa Securities SMBC Europe Limited

 

8,000,000

 

HVB Capital Markets, Inc.

 

8,000,000

 

ING Belgium S.A.

 

8,000,000

 

Santander Central Hispano Investment Securities Inc.

 

8,000,000

 

Standard Chartered Bank

 

8,000,000

 

SunTrust Capital Markets, Inc.

 

8,000,000

 

Total

 

$

800,000,000

 

 

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 0.20% of the principal amount of the Notes. The Agents may allow, and the dealers may reallow, a discount not in excess of 0.10% of the principal amount of the Notes on sales to certain other dealers. After the initial public

3



offering, the public offering price and other selling terms may from time to time be varied by the Agents.

Lehman Brothers Holdings will pay certain expenses, expected to be approximately $75,000, associated with the offer and sale of the Notes.

Certain of the Agents 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 Inc. and its affiliates, for which they have in the past received, and may in the future receive, customary fees.

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.

 

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