FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 13-3216325 (State of incorporation (I.R.S. employer or organization) identification no.) 3 World Financial Center New York, New York 10285 (Address of principal executive offices) (zip code) If this Form relates to the If this Form relates to the registration of a class of debt registration of a class of and is effective upon filing debt securities and is to pursuant to Instruction A(c)(1) please become effective simultaneously check the following with General effectiveness of a concurrent registration statement box X under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. 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 ____% Cisco Systems Yield Enhanced American Stock Exchange, Inc. Equity Linked Debt Securities Due 2001 Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. The securities to be registered are ____% Cisco Systems Yield Enhanced Equity Linked Debt Securities Due 2001 (the "YEELDS") of Lehman Brothers Holdings Inc. (the "Registrant") and shall be issued under the Registration Statement on Form S-3 (File No. 33-53651). A description of the Securities will be contained in the Prospectus and Prospectus Supplement to be filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to Rule 424(b) under the Securities Act of 1933, and such Prospectus and Prospectus Supplement shall be deemed to be incorporated by reference into this Registration Statement. Item 2. Exhibits. 1A Specimens of the Securities to be registered hereunder. (*) 2A Standard Multiple Series Indenture Provisions dated July 30, 1987 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 November 16, 1987). 2B 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 November 16, 1987). 2C 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 November 25, 1988). 2D 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 June 30, 1992). 2E 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. 46146 filed March 10, 1992). 2F 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 October 7, 1993). 2G Fifth Supplemental Indenture dated as of August 1, 1995, between the Registrant and Citibank (incorporated by reference to Post-Effective Amendment No.1 to Registration Statement No. 33-56615 filed August 24, 1995). 2H 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. 333-38227 filed October 17, 1997). - ----------------- (*) to be filed SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. LEHMAN BROTHERS HOLDINGS INC. (Registrant) Date: February 25, 1998 By: /s/ Jennifer Marre ------------------ Name: Jennifer Marre Title: Vice President