1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 11-K
--------------------
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE COMMISSION
For the fiscal year ended December 30, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from -------- to -------.
-------------------------------
Commission file number 1-7657
-------------------------------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
LEHMAN BROTHERS HOLDINGS INC.
TAX DEFERRED SAVINGS PLAN
Lehman Brothers Holdings Inc.
3 World Financial Center
New York, NY 10285
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
AMERICAN EXPRESS COMPANY
American Express Tower
World Financial Center
New York, NY 10285
2
Financial Statements
and Supplemental Information
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
For the Years ended December 30, 1993 and 1992
with Report of Independent Auditors
3
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Financial Statements
and Supplemental Information
For the Years ended December 30, 1993 and 1992
CONTENTS
Report of Independent Auditors.............................................................. 1
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits........................................ 2
Statements of Changes in Net Assets Available for Plan Benefits............................. 4
Notes to Financial Statements............................................................... 6
Supplemental Information
Schedule I Schedule of Investments Held.................................................. 15
Schedule II Schedule of Transactions in Excess of Five Percent of
Net Assets Available for Plan Benefits at Beginning of Year................... 16
A schedule of party-in-interest transactions has not been presented because
there were no party-in-interest transactions which are prohibited by Section
406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and for which there are no statutory or administrative exemptions.
4
Report of Independent Auditors
The Employee Benefit Plans Committee
Lehman Brothers Holdings Inc.
We have audited the accompanying statements of net assets available for plan
benefits of the Lehman Brothers Holdings Inc. Tax Deferred Savings Plan as of
December 30, 1993 and 1992, and the related statements of changes in net assets
available for plan benefits for the years then ended. These financial
statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Lehman
Brothers Holdings Inc. Tax Deferred Savings Plan at December 30, 1993 and 1992,
and the changes in its net assets available for plan benefits for the years
ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of investments held as of December 30 ,1993, and series of transactions in
excess of five percent of net assets available for plan benefits for the year
ended December 30, 1993, are presented for purposes of complying with
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required
part of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1993 basic financial statements taken as a whole.
April 21, 1994 ERNST & YOUNG
1
5
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Statement of Net Assets Available for Plan Benefits
December 30, 1993
INVESTMENT FUNDS
--------------------------------------------------------------------------------
Smith
American Barney High Income Smith
Short- Express Shearson Fund of Barney
Term Company Daily Smith Barney Shearson
Interest Common Dividend Shearson Appreciation
Fund Stock Fund Fund Income Funds Fund Inc.
--------------------------------------------------------------------------------
Assets
Institution Contracts (at cost plus interest)
Investments, at fair value:
American Express Company common stock,
1,066,380 shares (cost: $27,366,245) $33,457,683
Smith Barney Shearson Daily Dividend Fund,
7,245,893 shares (cost: $7,245,893) $7,245,893
Smith Barney Shearson Income Funds,
High Income Fund, 939,998 Class C
shares (cost: $11,233,572) $11,383,376
Smith Barney Shearson Appreciation
Fund Inc., 3,299,935 Class C shares
(cost: $27,736,454) $35,366,817
Smith Barney Shearson Global
Opportunities Fund, 358,105 shares
(cost: $9,502,529)
Salomon Brothers Capital Fund,
233,453 shares (cost: $4,151,961)
Smith Barney Shearson Aggressive
Growth Fund, 624,279 Class C
shares (cost: $12,742,699)
Smith Barney Shearson Income Funds,
Utilities Fund, 477,792 Class C shares
(cost: $7,109,315)
Smith Barney Shearson Income Funds-
Diversified Strategic Income Fund,
641,092 Class C shares (cost: $5,359,335)
--------------------------------------------------------------------------------
- 33,457,683 7,245,893 11,383,376 35,366,817
Cash and short-term investments $406,164 6,078 6,740 41,032 49,598
Interest and dividends receivable 1,077 54 - - -
Other receivables - 340 337,720 623,260 660,396
Net inter-fund transfers receivable (payable) - 145,916 (451,098) (675,114) (175,311)
--------------------------------------------------------------------------------
Total assets 407,241 33,610,071 7,139,255 11,372,554 35,901,500
Liabilities
Payable to (receivable from) other plan - 306,697 (27,927) 39,533 8,124
Other liabilities - 22,373 127,452 - 930
--------------------------------------------------------------------------------
Total liabilities - 329,070 99,525 39,533 9,054
--------------------------------------------------------------------------------
Net assets available for plan benefits $407,241 $33,281,001 $7,039,730 $11,333,021 $35,892,446
================================================================================
INVESTMENT FUNDS
---------------------------------------------------------------------------
Utilities
Smith Smith Fund of
Barney Barney Smith
Shearson Salomon Shearson Barney
Fixed Global Brothers Aggressive Shearson
Income Opportunities Capital Growth Income
Fund Fund Fund Fund Funds
----------------------------------------------------------------------------
Assets
Institution Contracts (at cost plus interest) $136,501,455
Investments, at fair value:
American Express Company common stock,
1,066,380 shares (cost: $27,366,245)
Smith Barney Shearson Daily Dividend Fund,
7,245,893 shares (cost: $7,245,893)
Smith Barney Shearson Income Funds,
High Income Fund, 939,998 Class C
shares (cost: $11,233,572)
Smith Barney Shearson Appreciation
Fund Inc., 3,299,935 Class C shares
(cost: $27,736,454)
Smith Barney Shearson Global
Opportunities Fund, 358,105 shares
(cost: $9,502,529) $10,420,841
Salomon Brothers Capital Fund,
233,453 shares (cost: $4,151,961) $4,823,132
Smith Barney Shearson Aggressive
Growth Fund, 624,279 Class C
shares (cost: $12,742,699) $16,718,195
Smith Barney Shearson Income Funds,
Utilities Fund, 477,792 Class C shares
(cost: $7,109,315) $7,243,322
Smith Barney Shearson Income Funds-
Diversified Strategic Income Fund,
641,092 Class C shares (cost: $5,359,335
----------------------------------------------------------------------------
136,501,455 10,420,841 4,823,132 16,718,195 7,243,322
Cash and short-term investments 106,351 29,537 - 42,344 29,061
Interest and dividends receivable 88 - - - -
Other receivables - 9,322 2,570 1,413 173,810
Net inter-fund transfers receivable (payable) (2,636,794) 2,406,497 (46,619) 1,544,129 (139,424)
----------------------------------------------------------------------------
Total assets 133,971,100 12,866,197 4,779,083 18,306,081 7,306,769
Liabilities
Payable to (receivable from) other plan 601,504 93,035 41,918 75,924 40,417
Other liabilities 76,298 - - - -
----------------------------------------------------------------------------
Total liabilities 677,802 93,035 41,918 75,924 40,417
----------------------------------------------------------------------------
Net assets available for plan benefits $133,293,298 $12,773,162 $4,737,165 $18,230,157 $7,266,352
============================================================================
INVESTMENT FUNDS
---------------------------------------------------
Diversified Strategic
Income Fund of
Smith Barney
Shearson Income Funds Total
--------------------------------------------------
Assets
Institution Contracts (at cost plus interest) $136,501,455
Investments, at fair value:
American Express Company common stock,
1,066,380 shares (cost: $27,366,245) 33,457,683
Smith Barney Shearson Daily Dividend Fund,
7,245,893 shares (cost: $7,245,893) 7,245,893
Smith Barney Shearson Income Funds,
High Income Fund, 939,998 Class C
shares (cost: $11,233,572) 11,383,376
Smith Barney Shearson Appreciation
Fund Inc., 3,299,935 Class C shares
(cost: $27,736,454) 35,366,817
Smith Barney Shearson Global
Opportunities Fund, 358,105 shares
(cost: $9,502,529) 10,420,841
Salomon Brothers Capital Fund,
233,453 shares (cost: $4,151,961) 4,823,132
Smith Barney Shearson Aggressive
Growth Fund, 624,279 Class C
shares (cost: $12,742,699) 16,718,195
Smith Barney Shearson Income Funds,
Utilities Fund, 477,792 Class C shares
(cost: $7,109,315) 7,243,322
Smith Barney Shearson Income Funds-
Diversified Strategic Income Fund,
641,092 Class C shares (cost: $5,359,335) $5,391,581 5,391,581
--------------------------------------------------
5,391,581 268,552,295
Cash and short-term investments 17,891 734,796
Interest and dividends receivable - 1,219
Other receivables - 1,808,831
Net inter-fund transfers receivable (payable) 27,818 -
--------------------------------------------------
Total assets 5,437,290 271,097,141
Liabilities
Payable to (receivable from) other plan 27,552 1,206,777
Other liabilities - 227,053
--------------------------------------------------
Total liabilities 27,552 1,433,830
--------------------------------------------------
Net assets available for plan benefits $5,409,738 $269,663,311
==================================================
See accompanying notes.
2
6
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Statement of Net Assets Available for Plan Benefits
December 30, 1992
INVESTMENT FUNDS
------------------------------------------------------------------------------
Shearson
Lehman
American American Brothers
Short- Express Express High Income Shearson
Term Company Daily Fund of Lehman
Interest Common Dividend Shearson Brothers
Fund Stock Fund Fund Lehman Appreciation
Brothers Fund Inc.
Income Funds
------------------------------------------------------------------------------
Assets
Institution Contracts (at cost plus interest)
Investments, at fair value:
American Express Company common stock,
3,720,500 shares (cost: $91,914,881) $93,477,562
American Express Daily Dividend Fund,
22,192,478 shares (cost: $22,192,478) $22,192,478
Shearson Lehman Brothers Income Funds
High Income Fund,1,523,049 Class C
shares (cost: $18,342,171) $16,921,085
Shearson Lehman Brothers Appreciation
Fund, Inc., 12,986,780 Class C shares
(cost: $105,947,436) $138,183,794
Shearson Lehman Brothers Global
Opportunities Fund, 599,058 shares
(cost: $15,831,744)
Salomon Brothers Capital Fund,
396,802 shares (cost: $6,949,825)
Shearson Lehman Brothers Aggressive
Growth Fund, Inc., 1,566,553 Class C
shares (cost: $31,118,812)
Shearson Lehman Brothers Income Funds,
Utilities Fund, 746,361 Class C shares
(cost: $10,741,104)
Shearson Lehman Brothers Income Funds-
Diversified Strategic Income Fund,
876,243 Class C shares (cost: $7,319,667)
------------------------------------------------------------------------------
- 93,477,562 22,192,478 16,921,085 138,183,794
Cash and short-term investments $257,465 97,829 34,609 193,244 646,602
Interest and dividends receivable - 60 - - -
Other receivables - - - 1,427 17,089
Net inter-fund transfers (payable) receivable - (1,438,780) (1,044,241) 427,260 1,937,279
------------------------------------------------------------------------------
Total assets 257,465 92,136,671 21,182,846 17,543,016 140,784,764
Liabilities
Payable for securities purchased - - - - -
Withdrawals payable - 543,435 256,686 230,175 1,046,820
------------------------------------------------------------------------------
Total liabilities - 543,435 256,686 230,175 1,046,820
------------------------------------------------------------------------------
Net assets available for plan benefits $257,465 $91,593,236 $20,926,160 $17,312,841 $139,737,944
==============================================================================
INVESTMENT FUNDS
---------------------------------------------------------------------------
Shearson Utilities
Lehman Shearson Fund of
Brothers Lehman Shearson
Fixed Global Salomon Brothers Lehman
Income Opportunities Brothers Aggressive Brothers
Fund Fund Capital Growth Income
Fund Fund Inc. Funds
---------------------------------------------------------------------------
Assets
Institution Contracts (at cost plus interest) $216,125,093
Investments, at fair value:
American Express Company common stock,
3,720,500 shares (cost: $91,914,881)
American Express Daily Dividend Fund,
22,192,478 shares (cost: $22,192,478)
Shearson Lehman Brothers Income Funds
High Income Fund,1,523,049 Class C
shares (cost: $18,342,171)
Shearson Lehman Brothers Appreciation
Fund, Inc., 12,986,780 Class C shares
(cost: $105,947,436)
Shearson Lehman Brothers Global
Opportunities Fund, 599,058 shares
(cost: $15,831,744) $14,844,655
Salomon Brothers Capital Fund,
396,802 shares (cost: $6,949,825) $7,769,384
Shearson Lehman Brothers Aggressive
Growth Fund, Inc., 1,566,553 Class C
shares (cost: $31,118,812) $34,354,517
Shearson Lehman Brothers Income Funds,
Utilities Fund, 746,361 Class C shares
(cost: $10,741,104) $10,986,435
Shearson Lehman Brothers Income Funds-
Diversified Strategic Income Fund,
876,243 Class C shares (cost: $7,319,667)
---------------------------------------------------------------------------
216,125,093 14,844,655 7,769,384 34,354,517 10,986,435
Cash and short-term investments 354,745 112,940 38,713 175,006 71,897
Interest and dividends receivable 1,518,837 - - - -
Other receivables - 9,183 - - 57
Net inter-fund transfers (payable) receivable (2,105,040) (235,882) (374,696) 1,376,504 1,150,491
---------------------------------------------------------------------------
Total assets 215,893,635 14,730,896 7,433,401 35,906,027 12,208,880
Liabilities
Payable for securities purchased - - - - 33,971
Withdrawals payable 1,864,503 121,950 53,076 348,577 50,939
---------------------------------------------------------------------------
Total liabilities 1,864,503 121,950 53,076 348,577 84,910
---------------------------------------------------------------------------
Net assets available for plan benefits $214,029,132 $14,608,946 $7,380,325 $35,557,450 $12,123,970
===========================================================================
INVESTMENT FUNDS
-----------------------------------------------------
Diversified Strategic
Income Fund of
Shearson Lehman Brothers
Income Funds Total
-----------------------------------------------------
Assets
Institution Contracts (at cost plus interest) $216,125,093
Investments, at fair value:
American Express Company common stock,
3,720,500 shares (cost: $91,914,881) 93,477,562
American Express Daily Dividend Fund,
22,192,478 shares (cost: $22,192,478) 22,192,478
Shearson Lehman Brothers Income Funds
High Income Fund,1,523,049 Class C
shares (cost: $18,342,171) 16,921,085
Shearson Lehman Brothers Appreciation
Fund, Inc., 12,986,780 Class C shares
(cost: $105,947,436) 138,183,794
Shearson Lehman Brothers Global
Opportunities Fund, 599,058 shares
(cost: $15,831,744) 14,844,655
Salomon Brothers Capital Fund,
396,802 shares (cost: $6,949,825) 7,769,384
Shearson Lehman Brothers Aggressive
Growth Fund, Inc., 1,566,553 Class C
shares (cost: $31,118,812) 34,354,517
Shearson Lehman Brothers Income Funds,
Utilities Fund, 746,361 Class C shares
(cost: $10,741,104) 10,986,435
Shearson Lehman Brothers Income Funds-
Diversified Strategic Income Fund,
876,243 Class C shares (cost: $7,319,667) $7,141,384 7,141,384
-----------------------------------------------------
7,141,384 561,996,387
Cash and short-term investments 61,299 2,044,349
Interest and dividends receivable - 1,518,897
Other receivables - 27,756
Net inter-fund transfers (payable) receivable 307,105 -
-----------------------------------------------------
Total assets 7,509,788 565,587,389
Liabilities
Payable for securities purchased 21,216 55,187
Withdrawals payable 82,655 4,598,816
-----------------------------------------------------
Total liabilities 103,871 4,654,003
-----------------------------------------------------
Net assets available for plan benefits $7,405,917 $560,933,386
=====================================================
See accompanying notes.
3
7
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year ended December 30, 1993
INVESTMENT FUNDS
--------------------------------------------------------------------------------------------
Smith
American Barney High Income Smith
Short- Express Shearson Fund of Barney
Term Company Daily Smith Barney Shearson Fixed
Interest Common Dividend Shearson Appreciation Income
Fund Stock Fund Fund Income Funds Fund Inc. Fund
--------------------------------------------------------------------------------------------
Investment income:
Interest and dividends $10,311 $3,064,878 $465,710 $1,606,732 $ - $16,541,829
Net realized and unrealized
appreciation in fair
value of investments - 27,307,350 - 1,652,713 3,826,320 -
-------------------------------------------------------------------------------------------
10,311 30,372,228 465,710 3,259,445 3,826,320 16,541,829
Contributions:
Employer - 2,741,771 - - - -
Participants - 6,947,616 2,012,298 3,424,919 20,976,506 16,680,526
Rollovers - 22,495 70,595 173,838 385,691 1,040,364
-------------------------------------------------------------------------------------------
- 9,711,882 2,082,893 3,598,757 21,362,197 17,720,890
Net inter-fund transfers
(out) in - (9,453,840) (331,954) 2,499,977 (8,077,605) 2,434,706
Participant withdrawals 139,465 (7,161,997) (2,061,258) (1,702,227) (9,655,042) (13,068,270)
Transfer to other plan - (81,780,508) (14,041,821) (13,635,772) (111,301,368) (104,364,989)
-------------------------------------------------------------------------------------------
139,465 (98,396,345) (16,435,033) (12,838,022) (129,034,015) (114,998,553)
Net increase (decrease) 149,776 (58,312,235) (13,886,430) (5,979,820) (103,845,498) (80,735,834)
Net assets available for plan
benefits, beginning of year 257,465 91,593,236 20,926,160 17,312,841 139,737,944 214,029,132
-------------------------------------------------------------------------------------------
Net assets available for plan
benefits, end of year $407,241 $33,281,001 $7,039,730 $11,333,021 $35,892,446 $133,293,298
===========================================================================================
INVESTMENT FUNDS
---------------------------------------------------------------------------------------
Smith Smith Utilities Diversified
Barney Barney Fund of Strategic
Shearson Salomon Shearson Smith Income
Global Brothers Aggressive Barney Fund of
Opportunities Capital Growth Shearson Smith
Fund Fund Fund Income Funds Barney Shearson
Income Funds
---------------------------------------------------------------------------------------
Investment income:
Interest and dividends $ - $9,233 $ - $766,018 $638,585
Net realized and unrealized
appreciation in fair
value of investments 2,457,722 925,752 3,931,740 844,980 263,150
---------------------------------------------------------------------------------------
2,457,722 934,985 3,931,740 1,610,998 901,735
Contributions:
Employer - - - - -
Participants 3,372,522 - 10,217,789 3,871,271 1,745,817
Rollovers 161,628 - 232,160 112,997 85,775
---------------------------------------------------------------------------------------
3,534,150 - 10,449,949 3,984,268 1,831,592
Net inter-fund transfers (out) in 8,993,229 (183,929) (185,416) 2,562,138 1,742,694
Participant withdrawals (1,253,975) (392,982) (2,817,233) (1,085,231) (619,958)
Transfer to other plan (15,566,910) (3,001,234) (28,706,333) (11,929,791) (5,852,242)
---------------------------------------------------------------------------------------
(7,827,656) (3,578,145) (31,708,982) (10,452,884) (4,729,506)
Net increase (decrease) (1,835,784) (2,643,160) (17,327,293) (4,857,618) (1,996,179)
Net assets available for plan
benefits, beginning of year 14,608,946 7,380,325 35,557,450 12,123,970 7,405,917
---------------------------------------------------------------------------------------
Net assets available for plan
benefits, end of year $12,773,162 $4,737,165 $18,230,157 $ 7,266,352 $ 5,409,738
=======================================================================================
INVESTMENT FUNDS
----------------
Totals
----------------
Investment income:
Interest and dividends $23,103,296
Net realized and unrealized
appreciation in fair
value of investments 41,209,727
----------------
64,313,023
Contributions:
Employer 2,741,771
Participants 69,249,264
Rollovers 2,285,543
----------------
74,276,578
Net inter-fund transfers (out) in -
Participant withdrawals (39,678,708)
Transfer to other plan (390,180,968)
------------------
(429,859,676)
Net increase (decrease) (291,270,075)
Net assets available for plan
benefits, beginning of year 560,933,386
------------------
Net assets available for plan
benefits, end of year $269,663,311
==================
See accompanying notes.
4
8
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For the Year ended December 30, 1992
INVESTMENT FUNDS
-----------------------------------------------------------------------------------
Shearson
Lehman
Brothers
American High Income
Express American Fund of Shearson
Short- Company Express Shearson Lehman
Term Common Daily Lehman Brothers
Interest Stock Dividend Brothers Appreciation
Fund Fund Fund Income Funds Fund Inc.
-----------------------------------------------------------------------------------
Investment income:
Interest and dividends $9,028 $2,244,574 $ 864,524 $1,628,221 $3,053,028
Net realized and unrealized
appreciation (depreciation)
in fair value of investments - 12,842,694 - 1,088,208 6,372,304
-----------------------------------------------------------------------------------
9,028 15,087,268 864,524 2,716,429 9,425,332
Contributions:
Employer - 17,081,449 - - -
Participants - 9,152,653 2,944,317 2,253,350 23,554,265
Rollovers - 146,389 195,011 105,340 631,195
-----------------------------------------------------------------------------------
- 26,380,491 3,139,328 2,358,690 24,185,460
Net inter-fund transfers
(out) in - (3,167,028) (3,417,925) 2,404,733 1,454,508
Participant withdrawals 52,646 (5,031,354) (2,773,151) (1,428,353) (7,166,450)
-----------------------------------------------------------------------------------
52,646 (8,198,382) (6,191,076) 976,380 (5,711,942)
Net increase (decrease) 61,674 33,269,377 (2,187,224) 6,051,499 27,898,850
Net assets available for plan
benefits, beginning of year 195,791 58,323,859 23,113,384 11,261,342 111,839,094
-----------------------------------------------------------------------------------
Net assets available for plan
benefits, end of year $257,465 $91,593,236 $20,926,160 $17,312,841 $139,737,944
===================================================================================
INVESTMENT FUNDS
-------------------------------------------------------------------------------------
Utilities
Shearson Shearson Fund of
Lehman Lehman Shearson
Brothers Salomon Brothers Lehman
Fixed Global Brothers Aggressive Brothers
Income Opportunities Capital Growth Income
Fund Fund Fund Fund Inc. Funds
-------------------------------------------------------------------------------------
Investment income:
Interest and dividends $19,090,836 $ - $ 126,340 $ - $ 470,319
Net realized and unrealized
appreciation (depreciation)
in fair value of investments - (754,021) 230,535 869,732 247,670
-------------------------------------------------------------------------------------
19,090,836 (754,021) 356,875 869,732 717,989
Contributions:
Employer - - - - -
Participants 19,742,446 3,119,642 - 10,415,151 2,593,725
Rollovers 697,017 171,905 - 454,315 126,860
-------------------------------------------------------------------------------------
20,439,463 3,291,547 - 10,869,466 2,720,585
Net inter-fund transfers
(out) in (8,984,715) (148,431) (665,394) 4,411,492 3,931,975
Participant withdrawals (12,025,077) (1,059,029) (433,333) (2,247,853) (359,672)
-------------------------------------------------------------------------------------
(21,009,792) (1,207,460) (1,098,727) 2,163,639 3,572,303
Net increase (decrease) 18,520,507 1,330,066 (741,852) 13,902,837 7,010,877
Net assets available for plan
benefits, beginning of year 195,508,625 13,278,880 8,122,177 21,654,613 5,113,093
-------------------------------------------------------------------------------------
Net assets available for plan
benefits, end of year $214,029,132 $14,608,946 $7,380,325 $35,557,450 $12,123,970
=====================================================================================
INVESTMENT FUNDS
---------------------------------------
Diversified
Strategic Income
Fund of Shearson
Lehman
Brothers
Income Funds Total
---------------------------------------
Investment income:
Interest and dividends $ 358,301 $ 27,845,171
Net realized and unrealized
appreciation (depreciation)
in fair value of investments (177,298) 20,719,824
---------------------------------------
181,003 48,564,995
Contributions:
Employer - 17,081,449
Participants 1,298,950 75,074,499
Rollovers 131,910 2,659,942
---------------------------------------
1,430,860 94,815,890
Net inter-fund transfers
(out) in 4,180,785 -
Participant withdrawals (319,819) (32,791,445)
---------------------------------------
3,860,966 (32,791,445)
Net increase (decrease) 5,472,829 110,589,440
Net assets available for plan
benefits, beginning of year 1,933,088 450,343,946
---------------------------------------
Net assets available for plan
benefits, end of year $7,405,917 $560,933,386
=======================================
See accompanying notes.
5
9
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements
1. DESCRIPTION OF THE PLAN
GENERAL
The Lehman Brothers Holdings Inc. Tax Deferred Savings Plan (the "Plan")
(formerly Shearson Lehman Brothers Holdings Inc. Tax Deferred Savings Plan)
(Note 6) which became effective January 1, 1984, and was amended and restated
effective January 1, 1989 and subsequently amended through April 1, 1994, is a
defined contribution plan. Under the terms of the Plan, qualified employees of
Lehman Brothers Holdings Inc. ("Lehman") and its participating subsidiaries
(collectively, the "Company") are eligible to become plan participants upon
completion of 12 months of qualifying service. At December 30, 1993, the
Company was a subsidiary of the American Express Company ("American Express").
(See Note 7)
The Plan is subject to the provisions of ERISA. A complete description of the
Plan is contained in the Plan document available to all participants from the
plan administrator.
CONTRIBUTIONS
Upon enrollment, a participant may elect to contribute between one and fifteen
percent of his annual compensation, as defined in the Plan document. The
Company may contribute, if authorized by the Board of Directors, to each
Eligible Participant's account, $400 plus a matching contribution of 100
percent of the first $600 of such participant's Before-Tax Contributions for
the year. For a participant who is not an Eligible Participant, the Company
may match up to $1,000 of such participant's Before-Tax Contributions for the
year. "Eligible Participant" means a participant who is not a (1) salaried
employee whose compensation (as defined in the Plan document) exceeds $37,800,
(2) salaried employee who receives more than $1,000 in commissions for the
year, or (3) Branch Manager, Financial Consultant, Financial Consultant
Associate, Institutional Salesperson, Investment Representative, or Investment
Representative Trainee. "Before-Tax Contributions" means a participant's
contributions to the Plan made with before-tax dollars pursuant to Section
401(k) of the Internal Revenue Code of 1986 (the "Code"). Effective December
31, 1992, a participant whose annual compensation is greater than $100,000 is
not eligible for a Company contribution and any Company contributions to
participants who are not Eligible Participants will be made only to the extent
that there are funds remaining after allocations are made to all Eligible
Participants. In 1993 and 1992, Company contributions were made in American
Express Company common stock.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
A participant's Before-Tax Contributions will not be subject to tax until
distribution. The Code provides that Before-Tax Contributions (and any
elective deferrals to other plans containing a cash or deferred arrangement)
will be included in a participant's gross income to the extent such
contributions exceed the statutory limitation, which is indexed for inflation.
In 1993 and 1992, the maximum limitation amounts were $8,994 and $8,728,
respectively. For 1994, the maximum limitation amount is $9,240. The
Company's contributions on behalf of a participant, as well as the income and
appreciation on amounts invested in the investment funds offered under the
Plan, are not includable in the participant's taxable income until distributed.
Rollover contributions arise from contributions to the Plan of certain assets
previously held on behalf of participants by other qualified plans.
VALUATION OF PARTICIPANT ACCOUNTS
Separate accounts are maintained for each participant whereby the participant's
account is credited for contributions and investment income and credited or
charged, as appropriate, for investment appreciation or depreciation.
Participant accounts are charged for withdrawals. The periodic allocation of
investment income, investment appreciation or depreciation is based upon the
participant's beneficial interest in each of the investment accounts at the
valuation date.
INVESTMENTS
During 1993, a participant's contributions could be invested in any of the
investment funds listed below. Investments of contributions among the
investment funds could only be made in increments of 25 percent with a maximum
of 50 percent of contributions permitted to be invested in the American Express
Company Common Stock Fund. Participants could elect to change their
contribution and investment balance allocations among the investment funds
effective December 31, April 1, July 1, and October 1 of each year.
The following is a general description of each investment fund in which the
Plan invested during 1993 as directed by participants:
American Express Company Common Stock Fund: This fund invests solely in the
common stock of American Express.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
Smith Barney Shearson Daily Dividend Fund (formerly American Express(R)
Daily Dividend Fund): This fund invests in shares of Smith Barney Shearson
Daily Dividend Fund, Inc., a registered investment company. The fund
invests in short-term money market investments such as U.S. Government
issued or guaranteed securities, certificates of deposit, bankers
acceptances and high-grade commercial paper.
High Income Fund of the Smith Barney Shearson Income Funds (formerly
Shearson Lehman Brothers High Income Fund of the Shearson Lehman Brothers
Income Funds): This fund invests in Class C shares of Smith Barney Shearson
High Income Fund, Inc., a registered investment company. The fund invests
in a diversified portfolio, including high-yield fixed-income securities,
preferred stocks, and domestic and foreign government obligations.
Smith Barney Shearson Appreciation Fund, Inc. (formerly Shearson Lehman
Brothers Appreciation Fund, Inc.): This fund invests in Class C shares of
Smith Barney Shearson Appreciation Fund, Inc., a registered investment
company. The fund's objective is long-term appreciation of capital by
investing primarily in equity securities.
Fixed Income Fund: This fund invests its assets with one or more insurance
companies or financial institutions (collectively, "institutions") which
issue contracts ("contracts") providing for the repayment of principal with
a specified annual rate of interest for a specified period. The fund is
currently invested in contracts negotiated with the following institutions:
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
MATURITY INTEREST COST AT DECEMBER 30,
---------------------------------------
DATE RATE 1993 1992
-------------------------------------------------------------------
Providential National
Insurance Co.
Contract #3247-2 6/30/93 10.90% - $13,491,994
John Hancock Mutual Life Insurance Co.
Contract #4400 10/31/94 9.24 $11,195,977 21,524,637
Contract #4400-1 10/31/93 9.35 - 27,887,407
Contract #5360 3/31/93 8.80 - 12,552,192
Contract #5565 12/30/97 9.60 11,765,966 24,051,936
Contract #5724 1/8/96 9.51 18,555,399 29,115,414
Crown Life Insurance Co.
Contract #9002394 12/15/94 9.35 9,092,790 14,289,045
Metropolitan Life Insurance Co.
Contract #11649 6/30/96 9.62 31,966,028 50,098,888
Contract #12865 3/31/97 8.10 8,623,268 13,897,801
Aetna Life Insurance Co.
Contract #014005 12/30/97 8.80 5,417,689 8,560,606
Prudential Asset
Management Group
Contract #7430-211 12/15/99 6.52 11,357,151 655,173
Contract #7430-212 12/15/99 7.30 10,915,923 -
The Principal Financial Group
Contract #4-08804-01 12/15/00 6.15 3,272,696 -
American International Life
Assurance Company of New York
Contract #18180T 10/1/98 5.45 14,338,568 -
------------ ------------
$136,501,455 $216,125,093
============ ============
At December 30, 1993 and 1992, the fair value of contracts issued by
institutions was approximately $148.1 and $227.7 million, respectively.
Fair value was estimated using a present value analysis based on the Plan's
current investment rate for a similar contract.
Smith Barney Shearson Global Opportunities Fund (formerly Shearson Lehman
Brothers Global Opportunities Fund). This fund invests in Class C shares of
Smith Barney Shearson Global Opportunities Fund, a registered investment
company. The fund's objective is long-term appreciation of capital,
primarily through investments in common stocks of foreign and domestic
securities.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
Salomon Brothers Capital Fund: This fund invests in shares of Salomon
Brothers Capital Fund, Inc., a registered investment company. The fund's
objective is to seek capital appreciation through investments in
securities, primarily common stock, which are believed to have above
average price appreciation potential and which may also involve above
average risk. As of October 1, 1990, this fund has been closed to any new
contributions or transfers in.
Smith Barney Shearson Aggressive Growth Fund (formerly Shearson Lehman
Brothers Aggressive Growth Fund, Inc.): This fund invests in Class C shares
of Smith Barney Shearson Aggressive Growth Fund, Inc., a registered
investment company. This fund invests principally in the securities of
small- or medium-sized companies which are believed to have above average
price appreciation potential, but which may also have above average risk.
Utilities Fund of the Smith Barney Shearson Income Funds (formerly
Utilities Fund of the Shearson Lehman Brothers Income Funds): This fund
invests in Class C shares of the Utilities Fund of the Smith Barney
Shearson Income Funds, a registered investment company. This fund uses a
balanced approach of investing in a diversified portfolio of high quality
utility stocks and investment grade utility bonds to achieve its objective
of current income.
Diversified Strategic Income Fund of the Smith Barney Shearson Income Funds
(formerly Diversified Strategic Income Fund of the Shearson Lehman
Brothers Income Funds): This fund invests in Class C shares of the
Diversified Strategic Income Fund of the Smith Barney Shearson Income
Funds, a registered investment company. This fund's objective is to
provide investors with high current income through investment in a
combination of U.S. government bond and agency securities, high yield
corporate bonds and foreign government bonds.
In addition to the funds described above, a short-term interest fund provides
overnight investments in money market funds of the Boston Safe Deposit and
Trust Company ("Boston Safe"), for temporarily invested cash. While cash for
withdrawals is disbursed from this fund, withdrawals are recorded from the
investment fund from which the participant withdrew.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
BENEFITS
A participant may elect, after attaining the age of 59-1/2, to withdraw all or
any portion of the value of his accounts, provided that each withdrawal is at
least $1,000 (or is 100% of the value of his account if less than $1,000).
Withdrawals by participants before the age of 59- 1/2 are permitted only after
meeting specified financial hardship criteria and after obtaining approval by
the Employee Benefit Plans Committee of the Plan. Although hardship
withdrawals are allowed, a participant may be subject to an additional 10
percent tax imposed by the Code.
If a participant's employment with the Company terminates for a reason other
than death, the balance in the participant's account is paid to the participant
in a lump-sum payment. However, if the balance in his account exceeds $3,500,
payment will not be made without the participant's consent. Upon death of the
participant, the balance in the participant's account is paid to the designated
beneficiary (as provided by the Plan) in a lump-sum payment.
BENEFITS PAYABLE
In 1993, benefits payable to those participants who have elected to withdraw
from the Plan but have not yet been paid was $5,391,592. In 1992, the amount
of $4,598,816 was reflected as a Withdrawals Payable in the financial
statements.
VESTING
Plan participants are 100 percent vested in all amounts in their respective
Plan accounts.
INCOME TAX STATUS
The Internal Revenue Service ("IRS") made a favorable determination in a letter
dated March 23, 1987 that the Plan is qualified under Sections 401(a) and
401(k) of the Code and that the trust established as part of the Plan is,
therefore, exempt from federal income taxes under the provisions of Section
501(a) of the Code. It is not anticipated that amendments to the Plan after
the date of the IRS determination letter will affect the qualified and
tax-exempt status of the Plan and trust.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investments in mutual funds are valued at the quoted redemption prices on the
last business day of the Plan year; investments in American Express' common
stock are valued at the quoted market price on the last business day of the
Plan year; short-term investments and deposits with insurance companies in
connection with contracts are valued at cost plus accrued interest.
Purchase and sales of securities are reflected on a trade-date basis.
OTHER
Dividend income is recorded on the ex-dividend date. Income from other
investments is recorded on the accrual basis.
3. PLAN EXPENSES
Except to the extent paid by the Company, all expenses of administration of the
Plan are paid by the Plan. For the 1993 and 1992 plan years, all expenses were
paid by the Company.
4. PLAN TERMINATION
While it has not expressed any intent to do so, Lehman has the right to
terminate the Plan at any time subject to the provisions set forth in ERISA.
5. RELATED PARTY TRANSACTIONS
The investments of the Plan are held at Boston Safe, the Plan's custodian.
Boston Safe is a wholly-owned subsidiary of The Boston Company, Inc. ("TBC").
TBC was an indirect wholly-owned subsidiary of Lehman until May 21, 1993, at
which time TBC was sold to Mellon Bank Corporation.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
6. TRANSFER TO OTHER PLAN
On July 31, 1993, pursuant to an asset purchase agreement with Primerica
Corporation (now known as "The Travelers Inc.") and its subsidiary, Smith
Barney, Harris, Upham & Company Incorporated, the Company sold its domestic
retail brokerage business (except for such businesses conducted under the
Lehman Brothers name) and substantially all of its asset management business.
As a result of the sale, a significant number of employees became employed by
the purchaser. The account balances associated with those participants were
transferred to the Primerica Corporation Savings Plan for Shearson Employees.
7. SUBSEQUENT EVENTS
Effective April 1, 1994, the Plan eliminated all the investment options
described in Note 1 above with the exception of the American Express Company
Stock Fund and the Fixed Income Fund and added eight new investment options.
In addition, participants are now able to invest in the investment options in
10% increments, rather than 25%, and may change their investment elections on a
monthly basis. The new investment options include:
Templeton Foreign Fund: The primary objective of this fund is to provide
long-term growth of capital by investing primarily in securities of
companies located outside the United States.
Twentieth Century Ultra Investors Fund: The primary objective of this fund
is to provide a high level of capital appreciation by investing primarily
in medium- and small-sized companies with above average growth potential.
S&P 500 Index Fund: This equity fund's objective is to replicate the
investment performance of the Standard & Poor's 500 Index.
Income Fund of America: This fund's objective is to provide current income
by investing in debt securities and capital appreciation by investing in
equity securities.
Fidelity Capital & Income Fund: The primary objective of this fund is to
provide a high total return of capital growth and income. The fund invests
primarily in lower rated debt securities and securities of companies with
uncertain financial position.
Vanguard Fixed-Income Long-Term Corporate Portfolio: This fund invests in a
diversified portfolio of long-term corporate and government bonds with the
objective of providing a high level of current income.
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Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Notes to Financial Statements (continued)
PIMCO Total Return Fund: This fund is an intermediate term, fixed income
fund whose objective is to provide a high level of current income with
reasonable risk by investing in a diversified portfolio of fixed income
securities of varying maturities.
Lehman Brothers Prime Value Money Market Fund: The objective of this
short-term, fixed income money market fund is to provide current income and
stability of principal.
On May 31, 1994 (the "Distribution Date"), the Company began "regular-way"
trading on the New York Stock Exchange under the symbol "LEH" as a result of
the completion of the distribution (the "Distribution") by American Express of
a special dividend to its shareholders of record on May 20, 1994 (the "Record
Date") of all of the common stock of the Company (the "Common Stock") held by
American Express on the Distribution Date. In connection with the
Distribution, shareholders of American Express received one fifth of one share
of Common Stock for every American Express common share held on the Record
Date. The Plan was amended effective June 1, 1994 to create a Lehman Brothers
Holdings Inc. Common Stock Fund, and as of the Distribution Date the Plan no
longer accepted contributions to or transfers into the American Express Common
Stock Fund.
14
18
Supplemental Information
19
SCHEDULE I
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Schedule of Investments Held
December 30, 1993
PAR VALUE/ CURRENT VALUE COST AT
NUMBER OF AT DECEMBER DECEMBER
SHARES 30, 1993 30, 1993
----------- ------------- --------
Contracts issued by Institutions
John Hancock Mutual Life Insurance Co.
Contract # 4400 11,195,977 $ 11,195,977 $11,195,977
5565 11,765,966 11,765,966 11,765,966
5724 18,555,399 18,555,399 18,555,399
Crown Life Insurance Co.
Contract # 9002394 9,092,790 9,092,790 9,092,790
Metropolitan Life Insurance Co.
Contract # 11649 31,966,028 31,966,028 31,966,028
12865 8,623,268 8,623,268 8,623,268
Aetna Life Insurance Co.
Contract # 014005 5,417,689 5,417,689 5,417,689
Prudential Asset Management Group
Contract # 7430-211 11,357,151 11,357,151 11,357,151
7430-212 10,915,923 10,915,923 10,915,923
The Principal Financial Group
Contract # 4-08804-1 3,272,696 3,272,696 3,272,696
American International Life Assurance Co.
of New York
Contract # 18180T 14,338,568 14,338,568 14,338,568
------------ ------------
$136,501,455 $136,501,455
============ ============
Stock Fund:
American Express Company common stock 1,066,380 $ 33,457,683 $ 27,366,245
============ ============
Mutual Funds:
Smith Barney Shearson Daily Dividend Fund 7,245,893 $ 7,245,893 $ 7,245,893
Smith Barney Shearson High Income Fund 939,998 11,383,376 11,233,572
Smith Barney Shearson Appreciation Fund 3,299,935 35,366,817 27,736,454
Smith Barney Shearson Global Opportunities Fund 358,105 10,420,841 9,502,529
Salomon Brothers Capital Fund 233,453 4,823,132 4,151,961
Smith Barney Shearson Aggressive Growth Fund 624,279 16,718,195 12,742,699
Smith Barney Shearson Utilities Fund 477,792 7,243,322 7,109,315
Smith Barney Shearson Diversified Strategic
Income Fund 641,092 5,391,581 5,359,335
------------ ------------
$ 98,593,157 $ 85,081,758
============ ============
15
20
SCHEDULE II
Lehman Brothers Holdings Inc.
Tax Deferred Savings Plan
Schedule of Transactions in Excess
of Five Percent of Net Assets Available
for Plan Benefits at Beginning of Year
For the Year ended December 30, 1993
(LOSS)
CONTRACT COST OF PROCEEDS GAIN
DESCRIPTION NUMBER PURCHASE OF SALE ON SALE
- ---------------------------------------------------------------------------------------------------------
Smith Barney Shearson Appreciation
Fund Inc. $22,647,135
Smith Barney Shearson Appreciation
Fund Inc. $15,777,441 $3,503,717
Prudential Asset Management Co. 7430-211 29,710,461
Prudential Asset Management Co. 7430-211 4,574,185 -
Prudential Asset Management Co. 7430-212 26,640,437
Prudential Asset Management Co. 7430-212 12,198,310 -
16
21
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Lehman Brothers Holdings Inc. Employee Benefit Plans Committee has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
TAX DEFERRED SAVINGS PLAN
By: /s/ Patrick Wilkinson
-------------------------
Patrick Wilkinson
Lehman Brothers Holdings Inc.
Employee Benefit Plans Committee
June 24, 1994