UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 29, 2004
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Lehman Brothers Holdings Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-9466 13-3216325
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(Commission File Number) (IRS Employer Identification No.)
745 Seventh Avenue
New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
(212) 526-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
(c) On November 29, 2004, Lehman Brothers Holdings Inc. (the "Company," and
together with its subsidiaries, the "Firm") announced that David Goldfarb, its
Chief Financial Officer, has been appointed Chief Administrative Officer and
that Christopher M. O'Meara has been appointed Chief Financial Officer and
Executive Vice President, reporting to Mr. Goldfarb.
Mr. Goldfarb continues to serve as an Executive Vice President of the Company
and a member of the Firm's Executive Committee. Mr. O'Meara continues to serve
as Global Controller of the Company and its principal accounting officer. He
succeeds Mr. Goldfarb as principal financial officer.
These appointments are effective December 1, 2004. Copies of the press
releases are attached as Exhibits 99.1 and 99.2.
Mr. O'Meara, age 43, has served as Global Controller since April 2002. Prior
to serving as Global Controller, he served as Financial Controller since April
2001. Mr. O'Meara has been a Vice President of the Company since April 2001.
Mr. O'Meara served as the Company's Assistant Controller from July 1995 to
April 2001. He joined the Firm in 1994 and has held various management
positions in the Finance Division, including Head of Expense Management, Chief
Financial Officer of the Investment Banking Division and Head of Financial
Management Information.
Certain Transactions and Agreements
To the extent permitted by the Sarbanes-Oxley Act of 2002, executive officers
of the Company and their associates from time to time may be or may have been
indebted to the Company or its subsidiaries under lending arrangements offered
by those companies to the public. For example, such persons may be or may have
been indebted to Lehman Brothers Inc., as customers, in connection with margin
account loans, revolving lines of credit and other extensions of credit. Such
indebtedness is in the ordinary course of business, is substantially on the
same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unaffiliated third parties who are
not employees of the Firm and does not involve a more than normal risk of
collectibility or present other unfavorable features. In addition, such
executive officers and their associates may engage in transactions in the
ordinary course of business involving other goods and services provided by the
Firm, such as banking, brokerage, investment and financial advisory products
and services, on terms similar to those extended to employees of the Company
generally.
Qualifying employees of the Firm who are accredited investors have been
provided with the opportunity to invest as limited partners in various
investment partnerships that
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qualify as "employees' securities companies" for purposes of the Investment
Company Act of 1940. These investment partnerships provide the participants
with an opportunity to make investments in a portfolio of investment
opportunities, often together with the Firm's merchant banking, venture
capital and real estate funds that are offered to third-party investors. The
Company, either directly or through a subsidiary, is the general partner of
these investment partnerships.
Lehman Brothers Capital Partners IV, L.P. ("Capital Partners IV") was
established in 1997. The general partner has made capital contributions to
Capital Partners IV equal to 25% of the amount of capital contributed by the
limited partners. Recourse financing for 75% of limited partner contributions
was offered to the limited partners by the general partner. A fixed return on
the general partner's capital contribution, which return varies from month to
month and averaged 3.13% for Fiscal 2003 and approximately 3.54% for the
eleven months ended October 31, 2004, is generally distributed to the general
partner before any other distributions are made. A fixed return at the same
rate is then distributed to the limited partners on 75% of their capital
contributions. Thereafter, capital contributions are returned to the limited
partners and then the general partner, and subsequent profits, if any, are
divided 90% to the limited partners and 10% to the general partner. During
Fiscal 2003, Mr. O'Meara received less than $60,000 in distributions from
Capital Partners IV. As of November 30, 2003, the amount of unreturned limited
partner capital in Capital Partners IV for Mr. O'Meara was $23,746, net of
$50,360 of recourse financing provided by the general partner remaining.
During Fiscal 2004, through November 19, 2004, Mr. O'Meara received less than
$60,000 in distributions from Capital Partners IV. As of November 19, 2004,
the amount of unreturned limited partner capital together with the amount of
recourse financing remaining for Mr. O'Meara in Capital Partners IV was less
than $60,000.
Lehman Brothers Venture Capital Partners I, L.P. ("Venture Capital I"), Lehman
Brothers Venture Capital Partners II, L.P. ("Venture Capital II") and Lehman
Brothers Real Estate Capital Partners I, L.P. ("Real Estate Capital I") were
established in 1999 to 2001. The general partner has contributed 1% of the
capital of each of these partnerships. After returns of capital to the
partners, any profits are distributed to the partners in proportion to their
capital contributions, except that 10% of the profits of Venture Capital II
and Real Estate Capital I otherwise distributable to the limited partners are,
subject to certain exceptions, distributed to the general partner instead.
During Fiscal 2003, Venture Capital I distributed less than $60,000 to Mr.
O'Meara and the amount of Mr. O'Meara's unreturned limited partner capital in
Venture Capital I as of November 30, 2003 was $84,877. During Fiscal 2004,
through November 19, 2004, the amount of distributions Mr. O'Meara received
from Venture Capital I was less than $60,000 and the amount of Mr. O'Meara's
unreturned limited partner capital in Venture Capital I as of November 19,
2004 was $78,670. During Fiscal 2003, Real Estate Capital I distributed less
than $60,000 to Mr. O'Meara and the amount of Mr. O'Meara's unreturned limited
partner capital in Real Estate Capital I as of November 30, 2003 was $173,700.
During Fiscal 2004, through November 19, 2004, the amount of distributions Mr.
O'Meara received from Real Estate Capital I was $69,600 (representing $33,300
of profits and $36,300 of
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returns of capital) and the amount of Mr. O'Meara's unreturned limited partner
capital in Real Estate Capital I as of November 19, 2004 was $213,900. Venture
Capital II did not make distributions in Fiscal 2003 and has not made
distributions in Fiscal 2004. The amount of Mr. O'Meara's unreturned limited
partner capital in Venture Capital II as of November 30, 2003 was less than
$60,000 and as of November 19, 2004 was $89,314.
Lehman Brothers Diversified Private Equity Fund, L.P. ("DPEF") was established
in 2004. The general partner committed to make capital contributions to DPEF
equal to three times the amount of capital contributed by the limited
partners. Two-thirds of the general partner's capital is with recourse to the
limited partners. A floating return on the general partner's capital
contributions which averaged approximately 4.37% from DPEF's inception through
October 31, 2004 is generally distributed to the general partner before any
other distributions are made. Thereafter, capital contributions are returned
to the general partner and then to the limited partners, and a preferred
return of 5% on the limited partners' capital contributions is subsequently
distributed to the limited partners. Additional profits, if any, are divided
88% to the limited partners and 12% to the general partner. DPEF did not make
any distributions to Mr. O'Meara while he was a limited partner. As of October
31, 2004, the amount of the general partner's capital contribution that was
recourse to Mr. O'Meara was $73,000. The amount of Mr. O'Meara's unreturned
limited partner capital in DPEF as of October 31, 2004 was $100,000.
In November 2004, Mr. O'Meara redeemed all of his interests in DPEF and with
the proceeds of such redemption, plus additional capital, purchased interests
in Lehman Brothers Executive Diversified Private Equity Fund, L.P. (the "DPEF
Executive Fund"). The DPEF Executive Fund was established in 2004. The DPEF
Executive Fund generally invests with DPEF on a parallel basis. The general
partner's capital contribution to the DPEF Executive Fund is de minimus and is
not recourse to the limited partners, and all returns of capital and profits
are distributed in proportion to the partners' capital contributions. The DPEF
Executive Fund has not made any distributions to Mr. O'Meara. The amount of
unreturned limited partner capital in the DPEF Executive Fund as of November
19, 2004 was approximately $168,000 for Mr. O'Meara.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
99.1 Press release, dated November 29, 2004, relating to the appointment
of David Goldfarb as Chief Administrative Officer
99.2 Press release, dated November 29, 2004, relating to the appointment
of Christopher M. O'Meara as Chief Financial Officer
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this Report to be signed
on its behalf by the undersigned hereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
Date: November 29, 2004 By: /s/ James J. Killerlane III
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Name: James J. Killerlane III
Title: Vice President
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press release, dated November 29, 2004, relating to the
appointment of David Goldfarb as Chief Administrative Officer
99.2 Press release, dated November 29, 2004, relating to the
appointment of Christopher M. O'Meara as Chief Financial
Officer