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.)
745 SEVENTH AVENUE
NEW YORK, NEW YORK 10019
(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
TITLE OF EACH CLASS TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED:
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7.5% Yield Enhanced Equity Linked Debt The American Stock Exchange LLC
Securities Due September 3, 2005,
Performance Linked to Calpine
Corporation (CPN) Common Stock
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
Item 1. Description of Registrant's Securities to be Registered.
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The Registrant hereby incorporates by reference the descriptions set forth under
the captions "Description of the Notes," "Calpine Common Stock," and
"Description of Debt Securities," on pages S-10 to S-20 and pages 8 to 16 of the
Prospectus Supplement dated February 27, 2004, 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.
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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 October 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 7.5% Yield
Enhanced Equity Linked Debt Securities Due September 3, 2005,
Performance Linked to Calpine Corporation (CPN) Common Stock
(filed herewith)
1.10 Form of Calculation Agency Agreement between the Registrant and
Lehman Brothers Inc., as calculation agent, relating to the
Registrant's 7.5% Yield Enhanced Equity Linked Debt Securities Due
September 3, 2005, Performance Linked to Calpine Corporation (CPN)
Common Stock (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/ Karen Corrigan
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Karen Corrigan
Vice President
Date: August 27, 2004
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EXHIBIT INDEX
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Exhibit No. Exhibit
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1.09 Form of Global Security representing the Registrant's 7.5% Yield
Enhanced Equity Linked Debt Securities Due September 3, 2005,
Performance Linked to Calpine Corporation (CPN) Common Stock
1.10 Form of Calculation Agency Agreement between the Registrant and
Lehman Brothers Inc., as calculation agent, relating to the
Registrant's 7.5% Yield Enhanced Equity Linked Debt Securities Due
September 3, 2005, Performance Linked to Calpine Corporation (CPN)
Common Stock
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