1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- AMENDMENT NO. 1 TO 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 13-3216325 -------- ---------- (State of incorporation (I.R.S. employer or organization identification no.) 3 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 ------------------- ------------------------------ Common Stock, par value Pacific Stock Exchange $0.10 per share ---------------------------- ------------------------------ SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None ------------------------------------------------------------------- (Title of class) Page 1 of 3 Pages 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The required information is incorporated by reference to the information set forth under the caption "Description of Capital Stock" in the Registrant's Registration Statement on Form S-1 (Registration No. 33-52977), as amended (the "Registration Statement"), and as initially filed on April 5, 1994 with the Securities and Exchange Commission, a copy of which section is attached hereto as Exhibit 2(4) and is incorporated herein by this reference. ITEM 2. EXHIBITS. 2(1) Form of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registration Statement) 2(2) Form of Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.5 of the Registration Statement) 2(3) Specimen Certificate of the Registrant's Common Stock, par value $0.10 per share (incorporated by reference to Exhibit 4.2 of the Registration Statement) 2(4) Excerpt from the Registration Statement describing the securities. Page 2 of 3 Pages 3 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. Date: June 10, 1994 By: /s/ Maxine Gerson ---------------------- Name: Maxine Gerson Title: Vice President Page 3 of 3 Pages 4 EXHIBIT INDEX ------------- 2(1) Form of Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Registration Statement) 2(2) Form of Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.5 of the Registration Statement) 2(3) Specimen Certificate of the Registrant's Common Stock, par value $0.10 per share (incorporated by reference to Exhibit 4.2 of the Registration Statement) 2(4) Excerpt from the Registration Statement describing the securities.