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 SUNS The American Stock Exchange LLC
109% Minimum Redemption Stock
Upside Note Securities Due
April 26, 2004
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: ________ (if applicable)
Securities to be Registered Pursuant to Section 12(g) of the Act:
None
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-11 to S-14 and 4 to 13 of the Prospectus Supplement dated April 19,
2001, and accompanying Prospectus dated February 17, 1998, filed with the
Securities and Exchange Commission (the "Commission") on April 20, 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)
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)
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1.09 Form of Global Security representing $30,000,000 aggregate principal
amount of the Corporation's NASDAQ-100 Index SUNS 109% Minimum
Redemption Stock Upside Note Securities Due April 26, 2004 (FILED
HEREWITH)
1.10 Form of Calculation Agency Agreement, dated as of April 26, 2001,
between Lehman Brothers Holdings Inc. (the "Corporation") and Lehman
Brothers Inc., as calculation agent, relating to the Corporation's
NASDAQ-100 Index SUNS 109% Minimum Redemption Stock Upside Note
Securities Due April 26, 2004 (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/ OLIVER BUDDE
-----------------------
Oliver Budde
Vice President
Date: April 20, 2001
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
1.09 Form of Global Security representing $30,000,000 aggregate principal
amount of the Corporation's NASDAQ-100 Index SUNS 109% Minimum
Redemption Stock Upside Note Securities Due April 26, 2004
1.10 Form of Calculation Agency Agreement, dated as of November 9, 2000,
between Lehman Brothers Holdings Inc. (the "Corporation") and Lehman
Brothers Inc., as calculation agent, relating to the Corporation's
NASDAQ-100 Index SUNS 109% Minimum Redemption Stock Upside Note
Securities Due April 26, 2004
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