Lehman Brothers Holdings Inc Plan Trust (LEHMQ)
Filed: 16 Feb 05, 12:00am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) | Form 10-K/A |
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Amendment No. 1
ý Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended November 30, 2004
OR
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to
Commission File Number 1-9466
Lehman Brothers Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)Error! Bookmark not defined.
Delaware (State or other jurisdiction of incorporation or organization) |
| 13-3216325 (I.R.S. Employer Identification No.) |
745 Seventh Avenue New York, New York |
| 10019 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (212) 526-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered | |
Common Stock, $.10 par value |
| New York Stock Exchange Pacific Exchange | |
Depositary Shares representing 5.94% Cumulative Preferred Stock, Series C |
| New York Stock Exchange | |
Depositary Shares representing 5.67% Cumulative Preferred Stock, Series D |
| New York Stock Exchange | |
Depositary Shares representing Fixed/Adjustable Rate Cumulative Preferred Stock, Series E |
| New York Stock Exchange | |
Depositary Shares representing 6.50% Cumulative Preferred Stock, Series F |
| New York Stock Exchange | |
Depositary Shares representing Floating Rate Cumulative Preferred Stock, Series G |
| New York Stock Exchange | |
6.375% Trust Preferred Securities, Series K, of Subsidiary Trust (and Registrant’s guarantee thereof) |
| New York Stock Exchange | |
6.375% Trust Preferred Securities, Series L, of Subsidiary Trust (and Registrant’s guarantee thereof) |
| New York Stock Exchange | |
6.00% Trust Preferred Securities, Series M, of Subsidiary Trust (and Registrant’s guarantee thereof) |
| New York Stock Exchange | |
6.24% Trust Preferred Securities, Series N, of Subsidiary Trust (and Registrant’s guarantee thereof) |
| New York Stock Exchange | |
Guarantee by Registrant of 7 5/8% Notes due 2006 of Lehman Brothers Inc. |
| New York Stock Exchange | |
Dow Jones Industrial Average 112.5% Minimum Redemption PrincipalPlus Stock Upside Note Securities Due August 5, 2007 |
| American Stock Exchange | |
Dow Jones Industrial Average Stock Upside Note Securities Due April 29, 2010 |
| American Stock Exchange | |
Index-Plus Notes Due September 28, 2009, Performance Linked to S&P 500® Index (SPX) |
| American Stock Exchange | |
Index-Plus Notes Due December 23, 2009, Performance Linked to the Russell 2000® INDEX (RTY) |
| American Stock Exchange | |
Nasdaq-100 Index Rebound Risk Adjusting Equity Range Securities Notes Due May 20, 2007 |
| American Stock Exchange | |
Nasdaq-100 Index Rebound Risk AdjustiNG Equity Range Securities Notes Due June 7, 2008 |
| American Stock Exchange | |
Nikkei 225 Index Stock Upside Note Securities Due June 10, 2010 |
| American Stock Exchange | |
Notes Due November 14, 2007-Performance Linked to Pfizer Inc. (PFE) Common Stock |
| American Stock Exchange | |
0.25% Notes Due December 6, 2011, Performance Linked to a Basket of Two Healthcare Stocks |
| American Stock Exchange | |
Prudential Research Universe Diversified Equity Notes Due July 2, 2006, Linked to a Basket of Healthcare Stocks |
| American Stock Exchange | |
15.10% Risk AdjustiNG Equity Range Securities Due March 10, 2005, Performance Linked to Gold Fields Limited (GFI) American Depository Shares |
| American Stock Exchange | |
10.85% Risk AdjustiNG Equity Range Securities Due April 14, 2005, Performance Linked to Nokia Corporation (NOK) American Depository Shares |
| American Stock Exchange | |
17.00% Risk AdjustiNG Equity Range Securities Due February 24, 2005, Performance Linked to Advanced Digital Information Corporation (ADIC) Common Stock |
| American Stock Exchange | |
S&P 500 Index Stock Upside Note Securities Due April 30, 2005 |
| American Stock Exchange | |
S&P 500 Index Stock Upside Note Securities Due December 26, 2006 |
| American Stock Exchange | |
S&P 500 Index Stock Upside Note Securities Due February 5, 2007 |
| American Stock Exchange | |
S&P 500 Index Stock Upside Note Securities Due September 27, 2007 |
| American Stock Exchange | |
S&P 500 Index Stock Upside Note Securities Due August 5, 2008 |
| American Stock Exchange | |
S&P 500 Index Callable Stock Upside Note Securities Due November 6, 2009 |
| American Stock Exchange | |
10 Uncommon Values Index Stock Upside Note Securities Notes Due July 2, 2005 |
| American Stock Exchange | |
6% Yield Enhanced Equity Linked Debt Securities Due May 25, 2005, Performance Linked to LSI Logic Corporation (LSI) Common Stock |
| American Stock Exchange | |
7.5% Yield Enhanced Equity Linked Debt Securities Due September 3, 2005, Performance Linked to Calpine Corporation (CPN) Common Stock |
| American Stock Exchange | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of the voting and nonvoting common equity held by non-affiliates of the Registrant at May 28, 2004 (the last business day of the Registrant’s most recently completed second fiscal quarter) was approximately $20,027,462,000. As of that date, 264,738,433 shares of the Registrant’s common stock, $0.10 par value per share, were held by non-affiliates. For purposes of this information, the outstanding shares of common stock that were and that may be deemed to have been beneficially owned by directors and executive officers of the Registrant were deemed to be shares of common stock held by affiliates at that date.
As of January 31, 2005, 276,202,636 shares of the Registrant’s common stock, $.10 par value per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Lehman Brothers Holdings Inc.’s Definitive Proxy Statement for its 2005 Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated in Part III.
Explanatory Note
On February 14, 2005, Lehman Brothers Holdings Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended November 30, 2004 (the “2004 Form 10-K”). This Amendment No. 1 to the 2004 Form 10-K has been filed solely to correct a typographical error in the following portion of the 2004 Form 10-K, by changing two dates therein from “February 14, 2004” to “February 14, 2005”:
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, on page 64 of the 2004 Form 10-K.
The corrected page follows.
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Report of Independent Registered Public Accounting Firm on
Internal Control over Financial Reporting
The Board of Directors and Shareholders of Lehman Brothers Holdings Inc.
We have audited management’s assessment, included in the accompanying Management’s Assessment of Internal Control over Financial Reporting, that Lehman Brothers Holdings Inc. (the “Company”) maintained effective internal control over financial reporting as of November 30, 2004, based on criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of November 30, 2004, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of November 30, 2004, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial condition of the Company as of November 30, 2004 and 2003 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended November 30, 2004 of the Company and our report dated February 14, 2005 expressed an unqualified opinion thereon.
Ernst & Young
New York, New York
February 14, 2005
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to its Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LEHMAN BROTHERS HOLDINGS INC. | |
| (REGISTRANT) | |
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February 16, 2005 | By: | /s/ JEFFREY A. WELIKSON |
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| Jeffrey A. Welikson Vice President and Secretary |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | |
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* | Chief Executive Officer and | February 16, 2005 | |
Richard S. Fuld, Jr. | Chairman of the Board of Directors (principal executive officer) |
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* | Chief Financial Officer, Controller and | February 16, 2005 | |
Christopher M. O’Meara | Executive Vice President (principal financial and accounting officer) |
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* | Director | February 16, 2005 | |
Michael L. Ainslie |
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* | Director | February 16, 2005 | |
John F. Akers |
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* | Director | February 16, 2005 | |
Roger S. Berlind |
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* | Director | February 16, 2005 | |
Thomas H. Cruikshank |
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* | Director | February 16, 2005 | |
Marsha Johnson Evans |
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* | Director | February 16, 2005 | |
Sir Christopher Gent |
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* | Director | February 16 , 2005 | |
Henry Kaufman |
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* | Director | February 16, 2005 | |
John D. Macomber |
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* | Director | February 16, 2005 | |
Dina Merrill |
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| /s/ JEFFREY A. WELIKSON |
| February 16, 2005 |
*By: | Jeffrey A. Welikson (Attorney-in-Fact) |
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Exhibit No. |
| Exhibit |
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23.01 |
| Consent of Ernst & Young LLP |
31.01 |
| Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) |
31.02 |
| Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) |
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