UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 31, 2003
LEHMAN BROTHERS HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-9466 13-3216325
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(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
745 Seventh Avenue, New York, NY 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 526-7000
ITEM 5. Other Events.
On October 31, 2003, Lehman Brothers Holdings Inc. announced the
completion of its acquisition of Neuberger Berman Inc., a Delaware corporation
("Old Neuberger"). Old Neuberger was merged with and into Ruby Acquisition
Company (renamed Neuberger Berman Inc.), a Delaware corporation and a direct
wholly owned subsidiary of Lehman Brothers ("New Neuberger"), pursuant to the
Agreement and Plan of Merger, dated as of July 21, 2003, as amended by the
First Amendment to Agreement and Plan of Merger, dated as of September 22,
2003, among Lehman Brothers, New Neuberger, and Old Neuberger (as amended, the
"Merger Agreement"). Pursuant to the Merger Agreement, each share of issued
and outstanding Old Neuberger common stock was converted into the right to
receive (a) $9.49 in cash, plus (b) 0.4741 of a share of Lehman Brothers
common stock, and cash in lieu of any fractional shares. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
In connection with the acquisition, Lehman Brothers, Old Neuberger
and certain stockholders of Old Neuberger entered into an Amended and Restated
Stockholders Agreement, dated as of October 31, 2003 (the "Amended
Stockholders Agreement"), pursuant to which, among other things, the
individuals and entities party thereto have agreed to certain restrictions on
their ability to transfer certain of the Lehman Brothers common stock they
received in the Merger. A copy of the Amended Stockholders Agreement is
attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
The exhibits listed below and in the accompanying Exhibits Index are
filed as part of this Current Report on Form 8-K.
EXHIBIT NO. DESCRIPTION
4.1 Amended and Restated Stockholders Agreement, dated as of
October 31, 2003, by and among Lehman Brothers Holdings Inc.,
Neuberger Berman Inc., and the former stockholders of Neuberger
Berman Inc. signatory thereto
99.1 Press Release, dated October 31, 2003, of Lehman Brothers
Holdings Inc.
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.
By: /s/ Oliver Budde
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Name: Oliver Budde
Title: Vice President
Date: October 31, 2003
EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Stockholders Agreement, dated as of
October 31, 2003, by and among Lehman Brothers Holdings Inc.,
Neuberger Berman Inc., and the former stockholders of Neuberger
Berman Inc. signatory thereto
99.1 Press Release, dated October 31, 2003, of Lehman Brothers
Holdings Inc.