1 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 or organization) (I.R.S. Employer Identification No.) THREE WORLD FINANCIAL CENTER NEW YORK, NEW YORK 10285 (Address of principal executive offices) (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 ------------------- ------------------------------ Japanese Yen Bear Warrants American Stock Exchange, Inc. Securities to be registered pursuant to Section 12(g) of the Act: None 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The securities to be registered are Japanese Yen Bear Warrants Expiring March __, 1996 (the "Warrants") of Lehman Brothers Holdings Inc. (the "Registrant") and shall be issued under the Registrant's Registration Statement on Form S-3 (File No. 33-58548). A description of the Warrants 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. Exhibit No. 1A Form of Warrant Certificate (attached as exhibit A to the form of Currency Warrant Agreement referred to below). 1B Form of Global Warrant Certificate (attached as exhibit B to the form of Currency Warrant Agreement referred to below). 2 Form of Currency Warrant Agreement dated March __, 1994 among the Registrant and Citibank, N.A., as Currency Warrant Agent, and Lehman Brothers Inc., as Calculation Agent. - ---------------------- 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: March 1, 1994 By /s/ Maxine L. Gerson ---------------------------------- Maxine L. Gerson Vice President 3 EXHIBIT INDEX Exhibit No. 1A Form of Warrant Certificate (attached as exhibit A to the form of Currency Warrant Agreement referred to below). 1B Form of Global Warrant Certificate (attached as exhibit B to the form of Currency Warrant Agreement referred to below). 2 Form of Currency Warrant Agreement dated March __, 1994 among the Registrant and Citibank, N.A., as Currency Warrant Agent, and Lehman Brothers Inc., as Calculation Agent.