UNITED STATES
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.)
745 Seventh Avenue
New York, New York 10019
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Exchange Act:
Name of each exchange on which each
Title of each class to be so registered: class is to be registered:
Depositary Shares, Each Representing New York Stock Exchange, Inc.
One One-Hundredth of a Share of
6.50% Cumulative Preferred Stock, Series F
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:
333-60474
Securities to be Registered Pursuant to Section 12(g) of the Exchange Act:
None
Item 1. Description of Registrant's Securities to be Registered.
- ------ -------------------------------------------------------
Lehman Brothers Holdings Inc. (the "Registrant") hereby incorporates by
reference the descriptions set forth under the captions "Certain Terms of the
Series F Preferred Stock," "Certain Terms of the Depositary Shares,"
"Description of Preferred Stock" and "Description of Depositary Shares" on pages
S-3 to S-7 and 19 to 25 of the Prospectus Supplement dated August 20, 2003, to
Prospectus dated June 14, 2001, filed with the Commission pursuant to Rule
424(b)(2) under the Securities Act of 1933, as amended.
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, on an exchange on which
other securities of the Registrant are currently registered. In accordance with
the instructions regarding exhibits on Form 8-A, the following exhibits are
incorporated herein by reference:
1.1 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).
1.2 Certificate of Amendment of the Restated Certificate of Incorporation of
the Registrant, dated April 9, 2001 (incorporated by reference to Exhibit
3.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 28, 2001).
1.3 Certificate of Designations, Powers, Preferences and Rights with respect to
the Registrant's 6.50% Cumulative Preferred Stock, Series F (incorporated
by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K
filed with the SEC on August 26, 2003).
1.4 By-Laws of the Registrant, amended as of October 22, 2002 (incorporated by
reference to Exhibit 3.06 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended November 30, 2002).
1.5 Form of Deposit Agreement with respect to the Depositary Shares (including
the form of Depositary Receipt to be issued thereunder) (incorporated by
reference to Exhibit 4.20 of the Registrant's Registration Statement on
Form S-3, Registration No. 333-60474).
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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: August 27, 2003
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EXHIBIT INDEX
Exhibit
1.1 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).
1.2 Certificate of Amendment of the Restated Certificate of Incorporation of
the Registrant, dated April 9, 2001 (incorporated by reference to Exhibit
3.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
February 28, 2001).
1.3 Certificate of Designations, Powers, Preferences and Rights with respect to
the Registrant's 6.50% Cumulative Preferred Stock, Series F (incorporated
by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K
filed with the SEC on August 26, 2003).
1.4 By-Laws of the Registrant, amended as of October 22, 2002 (incorporated by
reference to Exhibit 3.06 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended November 30, 2002).
1.5 Form of Deposit Agreement with respect to the Depositary Shares (including
the form of Depositary Receipt to be issued thereunder) (incorporated by
reference to Exhibit 4.20 of the Registrant's Registration Statement on
Form S-3, Registration No. 333-60474).
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