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) (IRS Employer Identification No.) 745 SEVENTH AVENUE NEW YORK, NEW YORK 10019 (Address of principal executive offices, including zip code) Securities to be registered pursuant to Section 12(b) of the Act: NAME OF EACH EXCHANGE ON WHICH EACH CLASS IS TO BE TITLE OF EACH CLASS TO BE SO REGISTERED: REGISTERED: - ---------------------------------------- -------------------------------------------------- Nikkei 225(SM) Call Warrants Expiring May 8, 2007 The American Stock Exchange LLC 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. [ ] Securities Act registration statement file number to which this form relates: 333-61878 Securities to be Registered Pursuant to Section 12(g) of the Act: NONE Item 1. Description of Registrant's Securities to be Registered. - ------- -------------------------------------------------------- The Registrant hereby incorporates by reference the descriptions set forth under the captions "Description of the Warrants" and "Nikkei 225 Index" on pages S-16 to S-28 of the Prospectus Supplement dated May 6, 2005, and under the caption "Description of Debt Securities" on pages 8 to 16 of the accompanying Prospectus dated June 21, 2001, filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b)(5) under the Securities Act of 1933. Item 2. Exhibits. - ------- --------- The securities described herein are to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on an exchange on which other securities of the Registrant are currently registered. In accordance with the instructions regarding exhibits to Form 8-A, the following exhibits are filed herewith or incorporated herein by reference: 1.01 Form of Warrant Agreement between the Registrant and Citibank, N.A., as warrant agent, and Lehman Brothers Inc., as calculation agent, relating to the Registrant's Nikkei 225(SM) Call Warrants Expiring May 8, 2007 (filed herewith) 1.02 Form of Warrant representing the Registrant's Nikkei 225(SM) Call Warrants Expiring May 8, 2007 (included in Form of Warrant Agreement filed as Exhibit 1.01) 2 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. By: /s/ Karen Corrigan ------------------------- Karen Corrigan Vice President Date: May 6, 2005 3 EXHIBIT INDEX ------------- Exhibit No. Exhibit - ----------- ------- 1.01 Form of Warrant Agreement between the Registrant and Citibank, N.A., as warrant agent, and Lehman Brothers Inc., as calculation agent, relating to the Registrant's Nikkei 225(SM) Call Warrants Expiring May 8, 2007 (filed herewith) 1.02 Form of Warrant representing the Registrant's Nikkei 225(SM) Call Warrants Expiring May 8, 2007 (included in Form of Warrant Agreement filed as Exhibit 1.01) 4
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8-A12B Filing
Lehman Brothers Holdings Inc Plan Trust (LEHMQ) 8-A12BRegistration of securities on exchange
Filed: 6 May 05, 12:00am