EXHIBIT 1.09
LEHMAN BROTHERS HOLDINGS INC.
10 Uncommon Values(R) Index SUNS(SM),
Stock Upside Note Securities(SM) Notes Due July 3, 2004
Number R-1 Principal Amount: $5,000,000
CUSIP 524908 DL 1
See Reverse for Certain Definitions
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO LEHMAN BROTHERS HOLDINGS INC. OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
LEHMAN BROTHERS HOLDINGS INC., a corporation duly organized and
existing under the laws of the State of Delaware (hereinafter called the
"Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, on the Stated Maturity, in such coin or
currency of the United States of America at the time of payment shall be legal
tender for the payment of public and private debts, for each $1,000 principal
amount of the Securities represented hereby, an amount equal to the greater of
(a) $1,000 and (b) the Alternative Redemption Amount (the "Maturity Payment
Amount").
Any amount payable hereon will be paid only upon presentation and
surrender of this Security.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY
SET FORTH ON THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
"10 Uncommon Values" is a registered trademark of, and "Stock Upside
Note Securities" and "SUNS" are service marks of, Lehman Brothers Inc.
This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, LEHMAN BROTHERS HOLDINGS INC. has caused this
instrument to be signed by its Chairman of the Board, its Vice Chairman, its
President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.
Dated: July 3, 2001 LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
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Name: Barrett S. DiPaolo
Title: Vice President
[SEAL]
Attest: /s/ Cindy Gregoire
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Name: Cindy Gregoire
Title: Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Dated: July 3, 2001
CITIBANK, N.A.
as Trustee
By:
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Authorized Signatory
[Form of Reverse of Security]
This Security is one of a duly authorized series of Securities of
the Company designated as 10 Uncommon Values(R) Index SUNS(SM), Stock Upside
Note Securities(SM) Notes Due July 3, 2004 (herein called the "Securities"). The
Company may, without the consent of the holders of the Securities, create and
issue additional notes ranking equally with the Securities and otherwise similar
in all respects so that such further notes shall be consolidated and form a
single series with the Securities; provided that no additional notes can be
issued if an Event of Default has occurred with respect to the Securities. This
series of Securities is one of an indefinite number of series of debt securities
of the Company, issued and to be issued under an indenture, dated as of
September 1, 1987, as amended (herein called the "Indenture"), duly executed and
delivered by the Company and Citibank N.A., as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities.
The Average Index Level used to calculate the Alternative Redemption
Amount shall be determined by the Calculation Agent.
All percentages resulting from any calculation with respect to the
Securities will be rounded at the Calculation Agent's discretion.
The Trustee shall fully rely on the determination by the Calculation
Agent of the Maturity Payment Amount and shall have no duty to make any such
determination.
This Security is not subject to any sinking fund and is not
redeemable prior to its Stated Maturity.
If an Event of Default with respect to the Securities shall occur
and be continuing, the amounts payable on all of the Securities may be declared
due and payable in the manner and with the effect provided in the Indenture. The
amount payable to the Holder hereof upon any acceleration permitted under the
Indenture will be equal to the Maturity Payment Amount calculated as though the
date of acceleration was the Stated Maturity and the date five Business Days
prior thereto was the last Calculation Date.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than 66"% in aggregate
principal amount of each series of Securities at the time Outstanding to be
affected (each series voting as a class), evidenced as in the Indenture
provided, to execute supplemental indentures adding any provisions to, or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or modifying in any manner the rights of the
holders of the Securities of all such series; PROVIDED, HOWEVER, that no such
supplemental indenture shall, among other things, (i) change the fixed maturity
of any Security, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
therein payable in
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any coin or currency other than that hereinabove provided, without the consent
of the holder of each Security so affected, or (ii) change the place of payment
on any Security, or impair the right to institute suit for payment on any
Security, or reduce the aforesaid percentage of Securities, the holders of which
are required to consent to any such supplemental indenture, without the consent
of the holders of each Security so affected. It is also provided in the
Indenture that, prior to any declaration accelerating the maturity of any series
of Securities, the holders of a majority in aggregate principal amount of the
Securities of such series Outstanding may on behalf of the holders of all the
Securities of such series waive any past default or Event of Default under the
Indenture with respect to such series and its consequences, except a default in
the payment of interest, if any or the principal of, or premium if any, on any
of the Securities of such series, or in the payment of any sinking fund
installment or analogous obligation with respect to Securities of such series.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future holders and owners of this
Security and any Securities which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Security or such other Securities.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal amount with
respect to this Security.
The Securities are issuable in denominations of $1,000 and any
integral multiple of $1,000.
The Company, the Trustee, and any agent of the Company or of the
Trustee may deem and treat the registered holder (the "Holder") hereof as the
absolute owner of this Security (whether or not this Security shall be overdue
and notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment hereof, or on account hereof, and for all other
purposes and neither the Company nor the Trustee nor any agent of the Company or
of the Trustee shall be affected by any notice to the contrary. All such
payments made to or upon the order of such registered holder shall, to the
extent of the sum or sums paid, effectually satisfy and discharge liability for
moneys payable on this Security.
No recourse for the payment of the principal of, premium, if any, or
interest on this Security, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation,
either directly or through the Company or any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security
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for registration of transfer at the Corporate Trust Office or agency in a Place
of Payment for this Security, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Securities of this series
or of like tenor and of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Set forth below are definitions of some of the terms used in this
Security.
"Alternative Redemption Amount" shall mean the lesser of (a) $1,465;
and (b) the product of:
(1) $1,000; and
(2) the Average Index Level, divided by 100.
"AMEX" shall mean the American Stock Exchange.
"Average Execution Price" for a security or other property shall
mean the average execution price that an affiliate of the Company receives or
pays for such security or property, as the case may be, to hedge the Company's
obligations under the Securities.
"Average Index Level" shall be equal to the arithmetic average of
the Index Level on each of the Calculation Dates.
"Business Day" notwithstanding the Indenture, shall mean any day
other than a Saturday, a Sunday or a day on which either the NYSE or the AMEX is
not open for securities trading or commercial banks in New York City are
authorized or required by law or executive order to remain closed.
"Calculation Agency Agreement" shall mean the Calculation Agency
Agreement, dated as of July 3, 2001, between the Company and the Calculation
Agent, as amended, modified or supplemented from time to time.
"Calculation Agent" shall mean the person that has entered into an
agreement with the Company providing for, among other things, the determination
of the Index Level and the Maturity Payment Amount. The initial Calculation
Agent is Lehman Brothers Inc.
"Calculation Date" shall mean each of September 28, 2001, December
28, 2001, March 28, 2002, June 28, 2002, September 28, 2002, December 28, 2002,
March 28, 2003, June 28, 2003, September 28, 2003, December 28, 2003, March 28,
2004 and June 28, 2004. If any of
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these dates is not a Business Day, the Index Level on the next date on which the
Index Level can be calculated will be used unless that next date is the date on
which the 10 Uncommon Values for the next year is being announced. In that case,
the preceding date on which the 10 Uncommon Values Index can be calculated will
be used.
"Close of Trading" shall mean 4:00 p.m., New York City time.
"Closing Price," means the following, determined by the Calculation
Agent based on information reasonably available to it:
(i) If the Index Security is listed on a United States
national securities exchange, trading system or is a NASDAQ Stock
Market, Inc. security, the last reported sale price at the Close of
Trading, regular way, on such day, on the primary securities exchange
or trading system registered under the Securities Exchange Act of 1934
on which such Index Security is listed or admitted to trading or NASDAQ
Stock Market, Inc., as the case may be.
(ii) If the Index Security is listed on a non-United States
securities exchange, trading system (other than a bulletin board) or
market, the last reported sale price at the Close of Trading, regular
way, on such day, on the primary exchange, trading system or market on
which such Index Security is listed or admitted to trading, as the case
may be. The Closing Price will then be converted into U.S. dollars
using the Official W.M. Reuters Spot Closing Rate.
(iii) If the Index Security is not listed on a national
securities exchange or trading system or is not a NASDAQ Stock Market,
Inc. security, and is listed or traded on a bulletin board, the average
execution price that an affiliate of the Company receives upon the sale
of such Index Security used to hedge the Company's obligations for this
Security. If such Index Security is listed or traded on a non-United
States bulletin board, the Closing Price will then be converted into
U.S. dollars using the Official W.M. Reuters Spot Closing Rate.
(iv) If a Market Disruption Event has occurred for an Index
Security on a day on which the Closing Price for such Index Security is
to be calculated, the Closing Price for such Index Security shall
initially be determined using the Closing Price for such Index Security
on the next preceding Trading Day on which a Market Disruption Event
did not occur. Once the Market Disruption Event has ceased, the Closing
Price of such Index Security shall then be adjusted to equal the
Average Execution Price of the Index Security. The Rollover Closing
Level and the resulting Multipliers shall then be recalculated and
adjusted accordingly.
"Index Level", when used with respect to any Calculation Date, shall
equal the sum of (a) the sum of the products of the Closing Prices and the
applicable Multipliers for each Index Security for which a Market Disruption
Event does not occur on such Calculation Date, (b) if a Market Disruption Event
occurs for an Index Security on such Calculation Date, the product
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of the Closing Price for such Index Security and the Multiplier for such Index
Security and (c) any Cash included in the 10 Uncommon Values Index on such
Calculation Date.
"Index Securities" shall mean the securities included in the 10
Uncommon Values Index from time to time.
"Issue Price" shall mean $1,000.
"Market Disruption Event" with respect to an Index Security means
any of the following events as determined by the Calculation Agent:
(i) A suspension, absence or material limitation of trading of
such Index Security has occurred on that day, in each case, for more
than two hours of trading or during the one-half hour period preceding
the Close of Trading on the primary organized U.S. exchange or trading
system on which such Index Security is traded or, in the case of an
Index Security not listed or quoted in the United States, on the
primary exchange, trading system or market for such Index Security.
Limitations on trading during significant market fluctuations imposed
pursuant to NYSE Rule 80B or any applicable rule or regulation enacted
or promulgated by the NYSE, any other exchange, trading system, or
market, any other self regulatory organization or the Securities and
Exchange Commission of similar scope or as a replacement for Rule 80B,
may be considered material. Notwithstanding the first sentence of this
paragraph, a Market Disruption Event for an Index Security traded on a
bulletin board means a suspension, absence or material limitation of
trading of such Index Security for more than two hours or during the
one hour period preceding 4:00 p.m., New York City time.
(ii) A suspension, absence or material limitation has occurred
on that day, in each case, for more than two hours of trading or during
the one-half hour period preceding the Close of Trading in options
contracts related to such Index Security, whether by reason of
movements in price exceeding levels permitted by an exchange, trading
system or market on which options contracts related to such Index
Security are traded or otherwise.
(iii) Information is unavailable on that date, through a
recognized system of public dissemination of transaction information,
for more than two hours of trading or during the one-half hour period
preceding the Close of Trading, of accurate price, volume or related
information in respect of such Index Security or in respect of options
contracts related to such Index Security, in each case traded on any
major U.S. exchange or trading system or in the case of Index
Securities of a non-U.S. issuer, the primary non-U.S. exchange, trading
system or market.
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For purposes of determining whether a Market Disruption Event has
occurred:
(i) a limitation on the hours or number of days of trading
will not constitute a Market Disruption Event if it results from an
announced change in the regular business hours of the relevant
exchange, trading system or market;
(ii) any suspension in trading in an option contract on an
Index Security by a major securities exchange, trading system or market
by reason of (a) a price change violating limits set by such securities
market, (b) an imbalance of orders relating to those contracts, or (c)
a disparity in bid and ask quotes relating to those contracts will
constitute a Market Disruption Event notwithstanding that the
suspension or material limitation is less than two hours;
(iii) a suspension or material limitation on an exchange,
trading system or in a market will include a suspension or material
limitation of trading by one class of investors provided that the
suspension continues for more than two hours of trading or during the
last one-half hour period preceding the Close of Trading on the
relevant exchange, trading system or market but will not include any
time when the relevant exchange, trading system or market is closed for
trading as part of that exchange's, trading system's or market's
regularly scheduled business hours; and
(iv) "Trading systems" include bulletin board services
"Multiplier" relating to each Index Security shall mean the number
of shares (including any fractional share expressed as a decimal) of such Index
Security included in the 10 Uncommon Values Index. The Multipliers with respect
to each Index Security shall only be adjusted for certain extraordinary
corporate events as described in the Calculation Agency Agreement.
"NYSE" shall mean the New York Stock Exchange.
"Official W.M. Reuters Spot Closing Rates" shall mean the closing
spot rates published on Reuters page "WMRA" relevant for such Index Security.
"Stated Maturity" shall mean July 3, 2004, or if a Market Disruption
Event occurs on July 3, 2004 (or if July 3, 2004 is not a Business Day, on the
next Business Day on which the Index Level can be calculated), on the fifth
Business Day after the date that an affiliate of the Company completes the sale
of the Index Security with respect to which such Market Disruption Event
occurred to hedge the Company's obligations under the Securities.
"Trading Day" shall mean a day on which trading generally is
conducted on the NYSE, AMEX and NASDAQ NMS and in the over-the-counter market
for equity securities as determined by the Calculation Agent.
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"10 Uncommon Values Index" shall mean the group of common stocks (or
the depositary receipts representing such common stocks) of 10 corporations,
selected each year by the Investment Policy Committee of Lehman Brothers Inc.
with the assistance of its Equity Research Department, as adjusted for certain
extraordinary corporate events as described in the Calculation Agency Agreement.
All terms used but not defined in this Security are used herein as
defined in the Calculation Agency Agreement or the Indenture.
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The following abbreviations, when used in the inscription on the
face of the within Security, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian ________
(Cust) (Minor)
TEN ENT - as tenants by the under Uniform Gifts to Minors
entireties Act _________________________
JT TEN - as joint tenants with (State)
right of Survivorship
and not as tenants
in common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
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(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
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the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing
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to transfer the said Security on the books of the Company, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.