SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
Form 10-K/A
Amendment No. 1
(Mark One)
|X| Annual Report Pursuant to Section
13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal
year ended November 30, 2000
OR
|_| 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)
Delaware 13-3216325
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3 World Financial Center
New York, New York 10285
(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:
Name of each exchange
Title of each on which registered
class
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
8% Trust Preferred Securities, Series I, of Subsidiary Trust (and Registrant's
guarantee thereof) New York Stock Exchange
7.875% Trust Preferred Securities, Series J, of Subsidiary Trust (and
Registrant's guarantee thereof) New York Stock Exchange
Dow Jones Internet Index Stock Upside Note Securities Due 2004 American Stock Exchange
10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes Due American Stock Exchange
2004
10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes American Stock Exchange
Series B Due 2004
10 Uncommon Values Index Basket Adjusting Structured Equity Securities Notes Due
2003 American Stock Exchange
10 Uncommon Values Index Structured Equity Securities Notes Due 2001 American Stock Exchange
Notes due November 14,
2007-Performance Linked to Marsh & McLennan Companies, Inc. (MMC) Common Stock American Stock Exchange
Notes due November 14, 2007-Performance Linked to Pfizer Inc. (PFE) Common Stock American Stock Exchange
8 3/4% Notes Due 2002 New York Stock Exchange
8.30% Quarterly Income Capital Securities Series A, Due December 31, 2035 New York 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. |X|:
The aggregate market value of the voting and nonvoting common equity held
by non-affiliates of the Registrant at February 12, 2001, was approximately
$19,891,400,000. For purposes of this information, the outstanding shares of
common stock owned by directors of the Registrant were deemed to be shares of
common stock held by affiliates. As of February 12, 2001, 250,170,237 shares of
the Registrant's Common Stock, $.10 par value per share, were issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
(1) Lehman Brothers Holdings Inc. 2000 Annual Report to Stockholders (the
"2000 Annual Report")-Incorporated in part in Parts I,
II and IV.
(2) Lehman Brothers Holdings Inc. Definitive Proxy Statement for its 2001 Annual
Meeting of Stockholders (the "Proxy Statement")-Incorporated in part in Part
III.
On February 28, 2001, 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, 2000 (the "2000 Form 10-K"). This Amendment No. 1 to the 2000 Form
10-K has been filed solely to submit a portion of Exhibit 13 inadvertently
omitted from such 2000 Form 10-K as filed:
The following portion of the Company's 2000 Annual Report to
Stockholders, which is incorporated by reference herein: "Other
Stockholder Information", page 96.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 3. Exhibits:
Exhibit
No.
- --------------
3.1 Restated Certificate of Incorporation of the Registrant dated May 27,
1994 (incorporated by reference to Exhibit 3.1 to the Registrant's
Transition Report on Form 10-K for the eleven months ended November
30, 1994)
3.2 Certificate of Designations with respect to the Registrant's 5.94%
Cumulative Preferred Stock, Series C (incorporated by reference to
Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with
the Commission on May 13, 1998)
3.3 Certificate of Designations with respect to the Registrant's 5.67%
Cumulative Preferred Stock, Series D (incorporated by reference to
Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with
the Commission on July 23, 1998)
3.4 Certificate of Designations with respect to the Registrant's
Fixed/Adjustable Rate Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 4.2 to the Registrant's Current
Report on Form 8-K filed with the Commission on March 30, 2000)
3.5 By-Laws of the Registrant, amended as of March 26, 1997 (incorporated
by reference to Exhibit 3 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended February 28, 1997)
4.1 Standard multiple series indenture provisions with respect to the
senior and subordinated debt securities (incorporated by reference to
Exhibit 4(a) to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-3 (Reg. No. 33-16141))
4.2 Indenture with respect to the senior debt securities (incorporated by
reference to Exhibit 4(b) to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-16141))
4.3 First Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(m) to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-25797))
4.4 Second Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(e) to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-49062))
4.5 Third Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(f) to the
Registrant's Registration Statement on Form S-3 (Reg. No. 33-46146))
4.6 Fourth Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(f) to Registrant's
Registration Statement on Form 8-A filed with the SEC on October 7,
1993)
4.7 Fifth Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(h) to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 33-56615))
4.8 Sixth Supplemental Indenture with respect to the senior debt
securities (incorporated by reference to Exhibit 4(h) to the
Registrant's Registration Statement on Form S-3 (No. 333-38227))
4.9 The other instruments defining the rights of holders of the long-term
debt securities of the Registrant and its subsidiaries are omitted
pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The
Registrant hereby agrees to furnish copies of these instruments to the
Securities and Exchange Commission upon request.
10.1 Agreement of Tenants-In-Common by and among American Express Company,
American Express Bank Ltd., American Express Travel Related Services
Company, Inc., Shearson Lehman Brothers Inc., Shearson Lehman
Government Securities, Inc. and Shearson Lehman Commercial Paper
Incorporated (incorporated by reference to Exhibit 10.1 to the
Registrant's Transition Report on Form 10-K for the eleven months
ended November 30, 1994)
2
Exhibit
No.
- --------------
10.2 Tax Allocation Agreement between Shearson Lehman Brothers Holdings
Inc. and American Express Company (incorporated by reference to
Exhibit 10.2 to the Registrant's Transition Report on Form 10-K for
the eleven months ended November 30, 1994)
10.3+ Lehman Brothers Inc. Executive and Select Employees Plan
(incorporated by reference to Exhibit 10.4 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-12976))
10.4+ Lehman Brothers Holdings Inc. Deferred Compensation Plan for
Non-Employee Directors (incorporated by reference to Exhibit 10.11 to
the Registrant's Registration Statement on Form S-1 (Reg. No.
33-12976))
10.5 Amended and Restated Agreements of Limited Partnership of Shearson
Lehman Hutton Capital Partners II (incorporated by reference to
Exhibit 10.48 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1988)
10.6+ Lehman Brothers Holdings Inc. 1994 Management Ownership Plan
(incorporated by reference to Exhibit 10.25 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-52977))
10.7+ Lehman Brothers Holdings Inc. 1996 Management Ownership Plan
(incorporated by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996)
10.8+ Lehman Brothers Holdings Inc. Short-Term Executive Compensation Plan
(incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended August 31, 1996)
10.9+ Lehman Brothers Holdings Inc. 1996 Short-Term Executive Compensation
Plan (incorporated by reference to Exhibit 10.26 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-52977))
10.10 Option Agreement, dated May 27, 1994, by and among American Express
Company, American Express Bank Ltd., American Express Travel Related
Services Company, Inc., Lehman Brothers Inc., Lehman Government
Securities, Inc. and Lehman Commercial Paper Incorporated
(incorporated by reference to Exhibit 10.31 to the Registrant's
Transition Report Form 10-K for the Eleven Months ended November 30,
1994)
10.11+ Lehman Brothers Holdings Inc. Cash Award Plan. (incorporated by
reference to Exhibit 10.36 to the Registrant's Transition Report on
Form 10-K for the Eleven Months ended November 30, 1994)
10.12 Amended and Restated Agreement of Limited Partnership of Lehman
Brothers Capital Partners III, L.P. (incorporated by reference to
Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended November 30, 1995)
10.13 Agreement of Limited Partnership of Lehman Brothers Capital Partners
IV, L.P. (incorporated by reference to Exhibit 10.30 to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
November 30, 1997)
10.14 A description of the Lehman Brothers Supplemental Executive
Retirement Plan is contained under the caption "Pension Benefits" on
page 17 of the Proxy Statement and is incorporated herein by
reference.
12 Computation in support of ratio of earnings to fixed charges, combined
fixed charges and preferred dividends (previously filed)
13 The following portions of the Company's 2000 Annual Report to
Stockholders, which are incorporated by reference herein:
"Management's Discussion and Analysis of Financial
Condition and Results of Operations", pages 37 -52
(previously filed);
"Consolidated Financial Statements", pages 53 -87 (previously
filed);
"Selected Financial Data", page 88 (previously filed);
and "Other Stockholder Information", page 96 (filed herewith)*.
21 List of the Registrant's Subsidiaries (previously filed)
23 Consent of Ernst & Young LLP (previously filed)
24 Powers of Attorney (previously filed)
- ------------------------------
* Filed herewith
+ Management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K pursuant to Item 14(c)
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
(Registrant)
March 9, 2001 By: /s/ JEFFREY A. WELIKSON
Jeffrey A. Welikson
Vice President
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.
Signatures Title Date
* Chief Executive Officer and Chairman of March 9, 2001
- --------------------------------------- the Board of Directors (principal
Richard S. Fuld, Jr. executive officer)
* Chief Financial Officer and Senior March 9, 2001
- --------------------------------------- Vice President (principal financial and
David Goldfarb accounting officer)
* Director March 9, 2001
- ---------------------------------------
Michael L. Ainslie
* Director March 9, 2001
- ---------------------------------------
John F. Akers
* Director March 9, 2001
- ---------------------------------------
Roger S. Berlind
* Director March 9, 2001
- ---------------------------------------
Thomas H. Cruikshank
* Director March 9, 2001
- ---------------------------------------
Henry Kaufman
* Director March 9, 2001
- ---------------------------------------
John D. Macomber
* Director March 9, 2001
- ---------------------------------------
Dina Merrill
*By: /s/ JEFFREY A. WELIKSON March 9, 2001
-------------------------------
Jeffrey A. Welikson
(Attorney-in-Fact)
4
EXHIBIT INDEX
Exhibit
No.
- -------------
13 The following portion of the Company's 2000 Annual Report to
Stockholders, which is incorporated by reference herein:
"Other Stockholder Information", page 96
5
EXHIBIT 13 (in part)
Other Stockholder Information
Common Stock
Ticker Symbol: LEH
The common stock of Lehman Brothers Holdings Inc. is listed on the New York
Stock Exchange and on the Pacific Exchange. As of January 30, 2001, there were
22,554 holders of record of the Company's common stock. On January 31, 2001, the
last reported sales price of Lehman Brothers' common stock was $82.28.
Annual Meeting
Lehman Brothers' annual meeting of stockholders will be held on Tuesday, April
3, 2001 at 10:30 a.m. at 3 World Financial Center, 26th Floor, 200 Vesey Street,
New York, New York 10285.
Dividends
Effective January 2001, Lehman Brothers' Board of Directors increased the fiscal
2001 dividend rate to $0.28 per common share from an annual dividend rate of
$0.22 per share in fiscal 2000. The dividend rate reflects Lehman Brothers'
two-for-one stock split on October 20, 2000. Dividends on the Company's common
stock are generally payable, following declaration by the Board of Directors, on
the last business day of February, May, August and November.
Registrar and Transfer Agent for
Common Stock
Questions regarding dividends, transfer requirements, lost certificates, changes
of address, direct deposit of dividends, the direct purchase and dividend
reinvestment plan, or other inquiries should be directed to:
The Bank of New York
Shareholders Services Department
P.O. Box 11258
Church Street Station
New York, New York 10286-1258
Telephone: (800) 824-5707 (U.S.)
(610) 312-5303 (non.U.S.)
E-mail:shareowner-svcs@bankofny.com
Website: http://www.stockbny.com
Direct Purchase and Dividend
Reinvestment Plan
Lehman Brothers' Direct Purchase and Dividend Reinvestment Plan provides both
existing stockholders and first-time investors with an alternative means of
purchasing the Company's stock. The plan has no minimum stock ownership
requirements for eligibility and enrollment. Plan participants may reinvest all
or a portion of cash dividends and/or make optional cash purchases up to a
maximum of $175,000 per year without incurring commissions or service charges.
Additional information and enrollment forms can be obtained from the Company's
Transfer Agent listed above.
Annual Report and Form 10-K
Lehman Brothers will make available upon request copies of this Annual Report
and the Annual Report on Form 10-K as filed with the Securities and Exchange
Commission. Requests may be directed to:
Jeffrey A. Welikson
Corporate Secretary
Lehman Brothers Holdings Inc.
1 World Financial Center, 27th Floor
New York, New York 10281
Telephone: (646) 836-2250
Independent Auditors
Ernst & Young LLP
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 773-3000
Investor Relations
(212) 526-8381
Media Relations
(212) 526-4379
Website Address
http://www.lehman.com
6
PRICE RANGE OF COMMON STOCK
Three months ended
2000 1999
Nov. 30 Aug. 31 May 31 Feb. 29 Nov. 30 Aug. 31 May 31 Feb. 28
High $80.0000 $72.5117 $51.7188 $47.5000 $41.9375 $31.2813 $33.7500 $29.9375
Low $49.5000 $40.8125 $36.2500 $31.0625 $26.6563 $24.1250 $25.0313 $20.4375
96
7