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
(State of incorporation or organization)
13-3216325
(IRS Employer Identification No.)
3 World Financial Center
New York, New York 10285
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------------------ ------------------------------
NASDAQ-100 Index The American Stock Exchange LLC
RANGERS Plus
Risk AdjustiNG Equity Range
Securities Plus Notes Due
January 24, 2003
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:
33-53651
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
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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 Notes" and "Description of Debt Securities" on
pages S-10 to S-14 and 4 to 13 of the Prospectus Supplement dated May 17, 2001,
and accompanying Prospectus dated February 17, 1998, filed with the Securities
and Exchange Commission (the "Commission") on May 18, 2001, pursuant to Rule
424(b)(2) 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 Standard Multiple Series Indenture Provisions dated July 30, 1987 and as
amended November 16, 1987 (incorporated by reference to Exhibit 4(a) to
Post-Effective Amendment No. 1 to Registration Statement No. 33-16141,
filed with the Commission on November 16, 1987)
1.02 Indenture dated as of September 1, 1987 between the Registrant and
Citibank, N.A., as Trustee ("Citibank") (incorporated by reference to
Exhibit 4(b) to Post-Effective Amendment No. 1 to Registration Statement
No. 33-16141, filed with the Commission on November 16, 1987)
1.03 Supplemental Indenture dated as of November 25, 1987 between the Registrant
and Citibank (incorporated by reference to Exhibit 4(m) to Registration
Statement No. 33-25797, filed with the Commission on November 25, 1988)
1.04 Second Supplemental Indenture dated as of November 27, 1990 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(e) to
Registration Statement No. 33-49062, filed with the Commission on June 30,
1992)
1.05 Third Supplemental Indenture dated as of September 13, 1991 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(f) to
Registration Statement No. 33-46146, filed with the Commission on March 10,
1992)
1.06 Fourth Supplemental Indenture dated as of October 4, 1993 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(f) to Form
8-A, filed with the Commission on October 7, 1993)
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1.07 Fifth Supplemental Indenture dated as of August 1, 1995 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-62085, filed with the Commission on August
24, 1995)
1.08 Sixth Supplemental Indenture dated as of June 26, 1997 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-38227, filed with the Commission on October
17, 1997)
1.09 Global Security representing $30,000,000 aggregate principal amount of the
Corporation's NASDAQ-100 Index RANGERS Plus Risk AdjustiNG Equity Range
Securities Plus Notes Due January 24, 2003 (filed herewith)
1.10 Calculation Agency Agreement, dated as of May 22, 2001, between Lehman
Brothers Holdings Inc. (the "Corporation") and Lehman Brothers Inc., as
calculation agent, relating to the Corporation's NASDAQ-100 Index RANGERS
Plus Risk AdjustiNG Equity Range Securities Plus Notes Due January 24, 2003
(filed herewith)
SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, 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/ Barrett S. DiPaolo
-------------------------------
Barrett S. DiPaolo
Vice President
Date: May 18, 2001
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EXHIBIT INDEX
Exhibit No. Exhibit
1.09 Global Security representing $30,000,000 aggregate principal amount of the
Corporation's NASDAQ-100 Index RANGERS Plus Risk AdjustiNG Equity Range
Securities Plus Notes Due January 24, 2003
1.10 Calculation Agency Agreement, dated as of May 22, 2001, between Lehman
Brothers Holdings Inc. (the "Corporation") and Lehman Brothers Inc., as
calculation agent, relating to the Corporation's NASDAQ-100 Index RANGERS
Plus Risk AdjustiNG Equity Range Securities Plus Notes Due January 24, 2003
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