UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
DECEMBER 26, 2006
LEHMAN BROTHERS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-9466 13-3216325
(Commission File Number) (IRS Employer Identification No.)
745 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
(212) 526-7000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are incorporated by reference into Registration
Statement on Form S-3 No. 333-134553 as exhibits thereto and are filed as part
of this Report.
4.01 Global Security representing the Registrant's Buffered Annual Review Notes
Linked to the S&P 500 (R) Index (SPX) due December 29, 2009 (filed
herewith)
8.01 Tax Opinion of Simpson Thacher & Bartlett LLP relating to the Registrant's
Buffered Annual Review Notes Linked to the S&P 500 (R) Index (SPX) due
December 29, 2009 (filed herewith)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
(Registrant)
By: /s/ James J. Killerlane III
------------------------------------
James J. Killerlane III
Vice President
Date: December 29, 2006
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
4.01 Global Security representing the Registrant's Buffered Annual
Review Notes Linked to the S&P 500 (R) Index (SPX) due
December 29, 2009 (filed herewith)
8.01 Tax Opinion of Simpson Thacher & Bartlett LLP relating to the
Registrant's Buffered Annual Review Notes Linked to the S&P
500 (R) Index (SPX) due December 29, 2009 (filed herewith)
