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) March 29, 2005
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.) |
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745 Seventh Avenue |
| 10019 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(212) 526-7000
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. Unregistered Sales of Equity Securities.
On March 29, 2005, Lehman Brothers UK Capital Funding LP, a U.K. limited partnership (the “Issuer”), entered into an agreement to issue on March 30, 2005 €225,000,000 Fixed Rate to CMS-Linked Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities (the “Preferred Securities”), each with a liquidation preference of €1,000, comprising limited partnership interests in the Issuer. The general partner of the Issuer is a wholly-owned subsidiary of Lehman Brothers Holdings Inc. (the “Company”). Lehman Brothers Holdings plc, a U.K. corporation and wholly-owned subsidiary of the Company (the “Guarantor”), has provided a subordinated guarantee of all payments (other than on liquidation) that are due and payable by the Issuer in respect of the Preferred Securities. The Preferred Securities and the guarantee were issued and sold pursuant to Regulation S under the Securities Act of 1933, as amended, and were not offered or sold within the United States or to, or for the account or benefit of, U.S. persons.
Terms of the Preferred Securities
Holders of the Preferred Securities will be entitled to receive non-cumulative preferential cash distributions. Distributions will be payable annually in arrears on March 30 in each year. Until March 30, 2007, distributions will accrue on the Preferred Securities at a rate of 6.625% per annum. For each subsequent annual distribution period, distributions will accrue on the Preferred Securities at a rate equal to the prevailing Reference Rate plus 0.10%, subject to a maximum rate of 8.00% per annum. With respect to a relevant distribution period, “Reference Rate” means the 10 year mid-swap rate versus 6 month EURIBOR which appears on the relevant screen page on Reuters or, if it does not so appear, the arithmetic mean of the bid and offered rates for the annual fixed-rate payment obligation of a fixed-for-floating euro interest rate swap transaction with a 10-year maturity where the floating-rate payment obligation is six-month EURIBOR. The Issuer will also pay such additional amounts as may be necessary in order that the net payment received by each holder in respect of the Preferred Securities, after any U.K. withholding taxes, will equal the amount that would have been received in the absence of any such withholding, subject to customary exceptions. Notwithstanding the foregoing, the holders will not be entitled to receive any distributions if the general partner of the Issuer has published a No Payment Notice, in which case there will be no payment due under the Preferred Securities. The general partner has full discretion to publish the No Payment Notice with respect to any distribution at any time and for any reason.
The Preferred Securities will be redeemable, at the Issuer’s option, at their liquidation preference on the distribution payment date falling on March 30, 2010 or any distribution payment date thereafter. The Preferred Securities may also be redeemed if certain tax events occur or if the Preferred Securities do not qualify as regulatory capital upon either the Company or the Guarantor becoming subject to supervision by a relevant
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authority, pursuant to relevant regulations. Any redemption of the Preferred Securities is subject to the consent of the relevant regulatory authority.
Trigger Event and Substituted Preferred Stock
If a Trigger Event occurs and is continuing, then, provided that any relevant regulatory authority has not objected, the general partner of the Issuer shall take all reasonable steps to cause the substitution of the Preferred Securities for depositary shares representing preferred stock of the Company. A “Trigger Event” will occur (i) if the Company is placed into bankruptcy, reorganization, conservatorship or receivership, (ii) if following any time when the Company becomes subject to regulation relating to capital adequacy of financial institutions, the Company has capital adequacy levels that are less than the minimum capital adequacy levels imposed by the relevant regulatory authority or (iii) if, following any time when the Company becomes subject to such regulation, the relevant regulatory authority, in its sole discretion, informs the Company that it will not meet its minimum capital requirement in the near term.
The preferred stock of the Company that would be issued in substitution for the Preferred Securities upon a Trigger Event would be fully-paid non-cumulative preferred stock bearing a right to dividends calculated in the same manner as the Preferred Securities, having no voting rights (except as required by law) and being subject to optional redemption in the same manner as the Preferred Securities.
Item 3.03. Material Modifications to Rights of Security Holders.
The Company has undertaken that, in the event that any distribution on the Preferred Securities is not paid in full, it will not:
(a) declare or pay any dividend on its shares of common stock; or
(b) repurchase or redeem any of its non-cumulative preferred stock or common stock at its option,
until such time as distributions on the Preferred Securities have been paid in full for one year.
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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. | ||
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Date: April 4, 2005 | By: | /s/ James J. Killerlane III |
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| James J. Killerlane III | |
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| Vice President | |
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