SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
(State of incorporation or organization)
13-3216325
(IRS Employer Identification No.)
399 PARK AVENUE
NEW YORK, NEW YORK 10022
(Address of principal executive offices, including zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON WHICH EACH CLASS
TITLE OF EACH CLASS TO BE SO REGISTERED: IS TO BE REGISTERED:
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S&P 500(R)Index SUNS(R)(Stock Upside Note The American Stock Exchange LLC
Securities(R)) Due February 5, 2007
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-61878
Securities to be Registered Pursuant to Section 12(g) of the Act:
NONE
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Item 1. Description of Registrant's Securities to be Registered.
The Registrant hereby incorporates by reference the descriptions set forth under
the captions "Description of the Securities", "The S&P 500 Index", and
"Description of Debt Securities", on pages S-10 to S-19 and pages 8 to 16 of the
Prospectus Supplement dated January 31, 2002, and accompanying Prospectus dated
June 21, 2001, filed with the Securities and Exchange Commission (the
"Commission") pursuant to Rule 424(b)(2) under the Securities Act of 1933.
Item 2. Exhibits.
The securities described herein are to be registered pursuant to Section 12(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on an
exchange on which other securities of the Registrant are currently registered.
In accordance with the instructions regarding exhibits to Form 8-A, the
following exhibits are filed herewith or incorporated herein by reference:
1.01 Standard Multiple Series Indenture Provisions dated July 30, 1987
and 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 with the Commission on November 16,
1987)
1.02 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 with the Commission on November 16,
1987)
1.03 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 with the Commission
on November 25, 1988)
1.04 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 with the
Commission on June 30, 1992)
1.05 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 with the
Commission on March 10, 1992)
1.06 Fourth Supplemental Indenture dated as of October 4, 1993 between
the Registrant and Citibank (incorporated by reference to Exhibit
4(f) to Form 8-A, filed with the Commission on October 7, 1993)
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1.07 Fifth Supplemental Indenture dated as of August 1, 1995 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(h)
to Registration Statement No. 33-62085, filed with the Commission
on August 24, 1995)
1.08 Sixth Supplemental Indenture dated as of June 26, 1997 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(h)
to Registration Statement No. 33-38227, filed with the Commission
on October 17, 1997)
1.09 Form of Global Security representing the Registrant's S&P 500(R)
Index SUNS(R) (Stock Upside Note Securities(R))Due February 5, 2007
(filed herewith)
1.10 Form of Calculation Agency Agreement between the Registrant and
Lehman Brothers Inc., as calculation agent, relating to the
Registrant's S&P 500(R)Index SUNS(R)(Stock Upside Note
Securities(R)) Due February 5, 2007 (filed herewith)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Exchange Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
By:/s/ Barrett S. DiPaolo
--------------------------
Barrett S. DiPaolo
Vice President
Date: February 1, 2002
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EXHIBIT INDEX
Exhibit No. Exhibit
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1.09 Form of Global Security representing the Registrant's S&P
500(R)Index SUNS(R)(Stock Upside Note Securities(R)) Due February
5, 2007
1.10 Form of Calculation Agency Agreement between the Registrant and
Lehman Brothers Inc., as calculation agent, relating to the
Registrant's S&P 500(R)Index SUNS(R)(Stock Upside Note
Securities(R)) Due February 5, 2007
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