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 ------------------- ------------------------------ Global Telecommunications American Stock Exchange, Inc. Stock Upside Note Securities(SM) Due 2000 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 Global Telecommunications Stock Upside Note Securities(SM) Due 2000 (the "Securities") of Lehman Brothers Holdings Inc. (the "Registrant") and shall be issued under the Registrant's Registration Statement on Form S-3 (File No. 33-65674). A description of the Securities 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. 1. Specimen of the Securities to be registered hereunder.* 2.(a) Standard Multiple Series Indenture Provisions dated July 30, 1987, 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 November 16, 1987). 2.(b) 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 November 16, 1987). 2.(c) 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 November 25, 1988). 2.(d) 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 June 30, 1992). 2.(e) 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 March 10, 1992). 2.(f) Fourth Supplemental Indenture dated as of October 4, 1993, between the Registrant and Citibank (Incorporated by reference to Exhibit 2(f) to Form 8-A filed October 7, 1993). * To be filed 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 21, 1994 By /s/ Maxine Gerson ------------------------ Maxine Gerson Vice President