424B3 1 a06-24932_38424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)

 

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-134553

PRICING SUPPLEMENT NO. 67/A dated December 20, 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.:

 

52517PQ38

 

 

 

ISIN:

 

US52517PQ384

 

 

 

 

 

Specrified Currency:

 

Principal:

 

U.S. Dollars

 

 

Interest:

 

U.S. Dollars

 

 

 

 

 

Principal Amount:

 

$5,000,000

 

 

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 100.00% of the principal amount.

The Notes will be issued in an aggregate principal amount of $5,000,000 and will be a further issuance of, and will form a single tranche with, the $20,000,000 aggregate principal amount of Medium-Term Notes, Series I, due December 22, 2036, that Lehman Brothers Holdings will issue on December 22, 2006.  The Notes will have the same CUSIP and ISIN numbers as the other notes of this tranche and will settle on the same date as, and trade interchangeably with, the other notes of this tranche.  The issuance of the Notes will increase the aggregate principal amount of the outstanding notes of this tranche to $25,000,000.

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 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

 




 

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

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

Issue Date:

 

December 22, 2006

 

 

 

Stated Maturity Date:

 

December 22, 2036, subject to Optional Redemption.

 

 

 

Date From Which Interest Accrues:

 

x  Issue Date

 

 

o  Other: _____________

 

 

 

x  Fixed Rate Note

 

 

 

 

 

      Interest Rate per Annum:

 

6.50%

 

 

 

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 22 and June 22, commencing on June 22, 2007; subject to Optional Redemption.

Interest Determination Dates:

 

Not applicable

 

 

 

Interest Reset Dates:

 

Not applicable

 

 

 

Calculation Agent:

 

Not applicable

 

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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 22, 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.

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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