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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)
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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)
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Securities to be registered pursuant to Section 12(b) of the Act
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Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Japanese Yen Bear Warrants American Stock Exchange, Inc.
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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 securities to be registered are Japanese Yen Bear Warrants
Expiring March __, 1996 (the "Warrants") of Lehman Brothers Holdings Inc. (the
"Registrant") and shall be issued under the Registrant's Registration Statement
on Form S-3 (File No. 33-58548). A description of the Warrants 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.
Exhibit No.
1A Form of Warrant Certificate (attached as exhibit A to the
form of Currency Warrant Agreement referred to below).
1B Form of Global Warrant Certificate (attached as exhibit B to
the form of Currency Warrant Agreement referred to below).
2 Form of Currency Warrant Agreement dated March __, 1994
among the Registrant and Citibank, N.A., as Currency
Warrant Agent, and Lehman Brothers Inc., as Calculation
Agent.
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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 1, 1994 By /s/ Maxine L. Gerson
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Maxine L. Gerson
Vice President
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EXHIBIT INDEX
Exhibit No.
1A Form of Warrant Certificate (attached as exhibit A to the
form of Currency Warrant Agreement referred to below).
1B Form of Global Warrant Certificate (attached as exhibit B to
the form of Currency Warrant Agreement referred to below).
2 Form of Currency Warrant Agreement dated March __, 1994
among the Registrant and Citibank, N.A., as Currency
Warrant Agent, and Lehman Brothers Inc., as Calculation
Agent.
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LEHMAN BROTHERS HOLDINGS INC.
and
CITIBANK, N.A.
as Currency Warrant Agent
and
LEHMAN BROTHERS INC.
as Calculation Agent
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CURRENCY WARRANT AGREEMENT
dated as of March __, 1994
2,000,000 Japanese Yen Bear Warrants
Expiring March __, 1996
-------------------------------------------------
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TABLE OF CONTENTS(1)
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ARTICLE I
ISSUANCE, FORM, EXECUTION,
DELIVERY AND REGISTRATION OF CURRENCY WARRANTS . . . . . . . . . 1
SECTION 1.1 Issuance of Currency Warrants; Conversion of
Currency Warrants to Book-Entry . . . . . . . . . . . . . . . . 1
SECTION 1.2 Form, Execution and Delivery of Warrant
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.3 Warrant Certificates . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.4 Registration of Transfers and Exchanges . . . . . . . . . . . . . 4
SECTION 1.5 Mutilated or Missing Warrant Certificates . . . . . . . . . . . . 5
SECTION 1.6 Registered Holders . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.7 Global Warrant Certificate . . . . . . . . . . . . . . . . . . . 6
ARTICLE II
DURATION AND EXERCISE OF CURRENCY WARRANTS . . . . . . . . . . 9
SECTION 2.1 Duration of Currency Warrants; Minimum and
Maximum Exercise Amounts; Notice of Exercise . . . . . . . . . 9
SECTION 2.2 Exercise and Delivery of Currency Warrants . . . . . . . . . . . 10
SECTION 2.3 Automatic Exercise of Warrants . . . . . . . . . . . . . . . . . 13
SECTION 2.4 Limitation of Number of Exercisable Warrants . . . . . . . . . . 16
SECTION 2.5 Covenant of the Company . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.6 Return of the Global Warrant Certificate . . . . . . . . . . . . 16
SECTION 2.7 Return of Moneys Held Unclaimed for Two Years . . . . . . . . . . 16
SECTION 2.8 Designation of Agent for Receipt of Notice . . . . . . . . . . . 16
</TABLE>
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(1) The Table of Contents is not a part of the Currency Warrant
Agreement
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ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF WARRANTHOLDERS . . . . . . . . . . . . . 17
SECTION 3.1 Holders of Currency Warrants May Enforce
Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 3.2 Consolidation, Merger or Other Disposition . . . . . . . . . . . 17
ARTICLE IV
CANCELLATION OF CURRENCY WARRANTS . . . . . . . . . . . 18
SECTION 4.1 Cancellation of Currency Warrants . . . . . . . . . . . . . . . . 18
SECTION 4.2 Treatment of Warrantholders . . . . . . . . . . . . . . . . . . . 18
SECTION 4.3 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE V
CONCERNING THE CURRENCY WARRANT AGENT . . . . . . . . . . 19
SECTION 5.1 Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.2 Conditions of Currency Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 5.3 Compliance With Applicable Laws . . . . . . . . . . . . . . . . . 21
SECTION 5.4 Resignation and Appointment of Successor . . . . . . . . . . . . 21
ARTICLE VI
MISCELLANEOUS . . . . . . . . . . . . . . . . 23
SECTION 6.1 Modification, Supplementation or Amendment . . . . . . . . . . . 23
SECTION 6.2 Notices and Demands to the Company and
Currency Warrant Agent . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.3 Addresses for Notices . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.4 Notices to Warrantholders . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.5 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 6.6 Obtaining of Governmental Approvals . . . . . . . . . . . . . . . 24
SECTION 6.7 Persons Having Rights Under the Currency
Warrant Agreement . . . . . . . . . . . . . . . . . . . . . . . 25
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SECTION 6.8 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 6.10 Inspection of Agreement . . . . . . . . . . . . . . . . . . . . . 25
Annex 1 - Defined Terms
EXHIBIT A - Form of Warrant Certificate
EXHIBIT A-1 - Form of Exercise Notice from Warrantholder
EXHIBIT B - Form of Global Warrant Certificate
EXHIBIT B-1 - Form of Exercise Notice from Depository
Participant
EXHIBIT C-1 - Form of Confirmation of Exercise for Warrant
Certificate
EXHIBIT C-2 - Form of Confirmation of Exercise for Global
Warrant Certificate
EXHIBIT D-1 - Form of Notice of Rejection for Warrant
Certificate
EXHIBIT D-2 - Form of Notice of Rejection for Global Warrant
Certificate
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CURRENCY WARRANT AGREEMENT
THIS AGREEMENT, dated as of March __, 1994, among LEHMAN BROTHERS
HOLDINGS INC., a corporation duly incorporated and existing under the laws of
the State of Delaware (the "Company"), Citibank, N.A., a banking association
duly incorporated and existing under the laws of the State of New York, as
Currency Warrant Agent (the "Currency Warrant Agent"), and Lehman Brothers
Inc., a corporation duly incorporated and existing under the laws of the State
of Delaware (the "Calculation Agent"). An Index of defined terms is attached
hereto as Annex 1.
W I T N E S S E T H T H A T :
WHEREAS, the Company proposes to sell currency warrants (the
"Currency Warrants" or, individually, a "Currency Warrant") representing the
right to receive from the Company an amount in U.S. dollars to be determined by
reference to decreases in the value of the Japanese Yen relative to the U.S.
Dollar; and
WHEREAS, the Company wishes the Currency Warrant Agent to act on
behalf of the Company in connection with the issuance, transfer and exercise of
the Currency Warrants, and wishes to set forth herein, among other things, the
provisions of the Currency Warrants and the terms and conditions under which
they may be issued, transferred, exercised and cancelled;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:
ARTICLE I
ISSUANCE, FORM, EXECUTION,
DELIVERY AND REGISTRATION OF CURRENCY WARRANTS
SECTION 1.1 Issuance of Currency Warrants; Conversion of Currency
Warrants to Book-Entry. (a) The Currency Warrants will be originally issued
as certificates in definitive form (each a "Warrant Certificate"). Each
Currency Warrant shall represent the right, subject to the provisions contained
herein, to receive the Cash Settlement Value (as defined in Section 2.2(d)),
or, under certain circumstances, the Alternative Settlement Amount (as defined
in Section 2.3) of such Currency Warrant. Such Cash Settlement Value or
Alternative Settlement Amount will be payable only in U.S. Dollars. In no event
shall any beneficial owner of book- entry Currency Warrants or the registered
owner of certificated Currency Warrants (each a "Warrantholder") be entitled to
receive any interest on the Cash Settlement Value or Alternative Settlement
Amount. A Currency Warrant will not require or entitle the holder thereof to
sell, deliver, purchase or take delivery of any currency, security or
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2
other instrument to or from the Company, nor will the Company be under any
obligation to, nor will it, purchase or take delivery, or sell or deliver, any
currency, security or other instrument to or from the Warrantholders.
(b) The Currency Warrants will constitute direct, unconditional and
unsecured contractual obligations of the Company and will rank on a parity with
the Company's other unsecured contractual obligations and with the Company's
unsecured and unsubordinated debt.
(c) Forty-five calendar days after the closing of the offering,
each registered holder of a Warrant Certificate will have the option (the
"Conversion Option") to convert the form in which such holder holds his
Currency Warrants from definitive form to book-entry form within a forty-five
calendar day period (the "Conversion Option Period"). To utilize the
Conversion Option such Warrantholder must deliver or arrange to deliver his
Warrant Certificates to a Participant (as defined in Section 1.7(c)) entitled
to execute, clear and settle transactions through the Depository (as defined in
Section 1.7(c)) and through which such Warrantholder's beneficial interest
after electing the Conversion Option will be maintained, who will then deposit
the Currency Warrants with the Depository or its nominee. Ownership of the
Currency Warrants surrendered under the Conversion Option will be represented
by a single certificate (the "Global Warrant Certificate"). After the last day
of the Conversion Option Period, the Depository will not be required to accept
delivery of Currency Warrants represented by Warrant Certificates
("Certificated Warrants") for exchange for Currency Warrants in book-entry form
("Book-Entry Warrants") but may permit Warrant Certificates to be so exchanged
on a case-by-case basis. It is anticipated that after the Conversion Option
Period, Warrant Certificates delivered to the Depository in proper form for
deposit will be accepted by the Depository for exchange for Book-Entry
Warrants, generally within three to four New York Business Days after delivery
to the Depository. However, there can be no assurance that such Warrant
Certificates will be accepted for exchange. Further, there can be no
assurance, with respect to Warrant Certificates accepted for exchange, that
exchange will occur within that time period. Certificated Warrants surrendered
at any time for exchange for Book-Entry Warrants may not be exercised or
delivered for settlement of transfer until such exchange has been effected. If
the Depository is at any time unwilling or unable to continue as securities
depository for the Currency Warrants and a successor depository is not
appointed by the Company within 90 days, the Company will reissue Warrant
Certificates in exchange for the Global Warrant Certificate. In addition, the
Company may at any time and in its sole discretion determine not to have the
Currency Warrants available in book-entry form and, in such event, will issue
Warrant Certificates in exchange for the Global Warrant Certificate. In any
such instance, and in accordance with the provisions of this Agreement, each
Warrantholder will be entitled to have a number
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3
of Currency Warrants equivalent to such Warrantholder's beneficial interest in
the Global Warrant Certificate registered in the name of the Warrantholder and
will be entitled to physical delivery of such Currency Warrants in definitive
form by a Participant. The provisions of Section 1.7 shall apply only if and
when the Conversion Option is utilized and a Global Warrant Certificate is
issued hereunder.
SECTION 1.2 Form, Execution and Delivery of Warrant Certificates.
(a) Certificated Warrants, whenever issued, shall be represented by Warrant
Certificates in registered form substantially in the form set forth in Exhibit
A hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement, and may represent
any number of whole Currency Warrants. The Warrant Certificates may have
imprinted or otherwise reproduced thereon such letters, numbers or other marks
of identification or designation and such legends or endorsements as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and which are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto, or with any rule or
regulation of any stock exchange on which the Currency Warrants may be listed,
or of any securities depository, or to conform to usage. Warrant Certificates
shall be signed on behalf of the Company by its chairman, its president or one
of its vice presidents and under its corporate seal reproduced thereon and
attested by its secretary or an assistant secretary. The signature of any of
such officers may be either manual or facsimile. Typographical and other minor
errors or defects in any such signature shall not affect the validity or
enforceability of any Warrant Certificate that has been duly countersigned and
delivered by the Currency Warrant Agent.
(b) In case any officer of the Company who shall have signed a
Warrant Certificate, either manually or by facsimile signature, shall cease to
be such officer before such Warrant Certificate shall have been countersigned
and delivered by the Currency Warrant Agent to the Company or delivered by the
Company, such Warrant Certificate nevertheless may be countersigned and
delivered as though the person who signed such Warrant Certificate had not
ceased to be such officer of the Company; and the Warrant Certificate may be
signed on behalf of the Company by any person who, at the actual date of the
execution of such Warrant Certificate, shall be a proper officer of the Company
to sign such Warrant Certificate, although at the date of the execution of this
Agreement any such person was not such an officer.
SECTION 1.3 Warrant Certificates. Each Warrant Certificate, when
signed on behalf of the Company in accordance with Section 1.2, shall be
delivered to the Currency Warrant Agent, which shall manually countersign and
deliver the same to
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4
or upon the order of the Company. Each Warrant Certificate shall be dated the
date of its countersignature. A Warrant Certificate shall not be valid for any
purpose, and no Currency Warrant evidenced thereby shall be exercisable, unless
and until such Warrant Certificate has been countersigned by the manual
signature of the Currency Warrant Agent. Such countersignature by the Currency
Warrant Agent on any Warrant Certificate signed by the Company in accordance
with Section 1.2 shall be conclusive evidence that the Warrant Certificate so
countersigned has been duly issued hereunder.
SECTION 1.4 Registration of Transfers and Exchanges. (a) Except as
otherwise provided herein or in the Warrant Certificate, the Currency Warrant
Agent shall from time to time register ownership and transfers of any
outstanding Warrant Certificates upon the records to be maintained by it for
that purpose (the "Currency Warrant Register") at the Currency Warrant Agent's
Office (as defined herein), subject to such reasonable regulations as the
Company or the Currency Warrant Agent may prescribe, upon surrender thereof,
duly endorsed, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Currency Warrant Agent and the Company
duly executed by the registered holder(s) thereof or by the duly appointed
legal representative thereof or by its duly authorized attorney, such signature
to be guaranteed by a bank or trust company located, or with a correspondent
office, in New York City or by a broker or dealer which is a member of a
national securities exchange, or in any other manner acceptable to the Currency
Warrant Agent. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s) and the surrendered Warrant
Certificate shall be cancelled by the Currency Warrant Agent.
(b) At the option of a Warrantholder, Warrant Certificates may be
exchanged for other Warrant Certificates, representing a like number of
unexercised Currency Warrants, upon surrender to the Currency Warrant Agent of
the Warrant Certificates to be exchanged at its offices maintained for such
purposes (the location of which shall be provided to the Company), (the
"Currency Warrant Agent's Office"), Attention: Corporate Trust Department, or
at the office of any successor Currency Warrant Agent (as provided for in
Section 5.4). Upon surrender of any Currency Warrant Certificate for exchange,
the Currency Warrant Agent shall cancel such Warrant Certificate, and the
Company shall execute, and the Currency Warrant Agent shall countersign and
deliver, in accordance with Section 1.2 and 1.3, one or more new Warrant
Certificates of like tenor and representing a like number of unexercised
Currency Warrants.
(c) Warrant Certificates issued upon transfer or exchange pursuant
to Section 1.4(a) or (b) shall be valid obligations of the Company, evidencing
the same obligations of the Company as the Warrant Certificates surrendered for
transfer or exchange, and entitled to the same benefits under this
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5
Agreement as were such Warrant Certificates prior to such surrender.
(d) Except as provided in Section 1.5, no service charge shall be
made for any registration of transfer or exchange of Warrant Certificates, but
the Company may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Warrant Certificates, other than exchanges pursuant to
this Section 1.4 not involving any transfer.
(e) In the event that upon any exercise of Currency Warrants
evidenced by a Warrant Certificate the number of Currency Warrants exercised
shall be less than the total number of Currency Warrants evidenced by such
Warrant Certificate, there shall be issued to the holder thereof or such
holder's assignee a new Warrant Certificate evidencing the number of Currency
Warrants not exercised.
SECTION 1.5 Mutilated or Missing Warrant Certificates. (a) If any
Warrant Certificate is mutilated, lost, stolen or destroyed, the Company may in
its discretion execute, and the Currency Warrant Agent may countersign and
deliver, in exchange and substitution for and upon cancellation of the
mutilated Warrant Certificate, or in lieu of the Warrant Certificate lost,
stolen or destroyed, a new Warrant Certificate of like tenor and representing
an equivalent number of Currency Warrants, bearing an identification number not
contemporaneously outstanding, but only (in case of loss, theft or destruction)
upon receipt of evidence satisfactory to the Company and the Currency Warrant
Agent of such loss, theft or destruction of such Warrant Certificate and
security or indemnity, if requested, also satisfactory to them. Applicants for
such substitute Warrant Certificates shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Currency Warrant Agent may prescribe.
(b) In case such mutilated, lost, stolen or destroyed Currency
Warrant Certificate has been or is about to be exercised, or deemed to be
exercised, the Company in its absolute discretion may, instead of issuing a new
Warrant Certificate, direct the Currency Warrant Agent to treat the same as if
it had received irrevocable notice of exercise in proper form in respect
thereof, as provided herein, or as being subject to automatic exercise, as the
case may be.
(c) Each new Warrant Certificate issued pursuant to this Section 1.5
in lieu of any lost, stolen or destroyed Warrant Certificate shall be an
original, additional contractual obligation of the Company, whether or not, in
the case of any lost, stolen or destroyed Currency Warrant Certificate, such
Warrant Certificate shall at any time be enforceable by anyone, and shall be
entitled to the same benefits under this Agreement as the Warrant Certificate
that was lost, stolen or destroyed.
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6
(d) Upon the issuance of any new Warrant Certificate in accordance
with this Section 1.5, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Currency
Warrant Agent) connected therewith.
(e) The provisions of this Section 1.5 are exclusive and shall
preclude (to the extent lawful) any other rights and remedies with respect to
the replacement or payment of mutilated, lost, stolen or destroyed Warrant
Certificates.
(f) All Warrant Certificates surrendered for exercise, registration
of transfer or exchange shall, if surrendered to any person other than the
Currency Warrant Agent, be delivered to the Currency Warrant Agent and shall be
promptly cancelled by it. The Company may at any time deliver to the Currency
Warrant Agent for cancellation any Warrant Certificates previously
countersigned and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all Warrant Certificates so delivered shall be
promptly cancelled by the Currency Warrant Agent. No Warrant Certificates
shall be countersigned in lieu of or in exchange for any Warrant Certificate
cancelled as provided in this Section 1.5, except as expressly permitted by
this Agreement. All cancelled Warrant Certificates held by the Currency
Warrant Agent shall be destroyed unless otherwise directed by the Company.
SECTION 1.6 Registered Holders. Prior to due presentment for
registration of transfer, the Company, the Currency Warrant Agent, and any
agent of the Company or the Currency Warrant Agent, may deem and treat the
person in whose name a Warrant Certificate shall be registered in the Currency
Warrant Register (a "Registered Holder") as the absolute owner of the Currency
Warrants evidenced thereby (notwithstanding any notation of ownership or other
writing thereon) for any purpose whatsoever, and as the person entitled to
exercise the rights represented by the Currency Warrants evidenced thereby, and
neither the Company nor the Currency Warrant Agent, nor any agent of the
Company or the Currency Warrant Agent, shall be affected by any notice to the
contrary. This Section 1.6 shall be without prejudice to the rights of
Warrantholders as described elsewhere herein.
SECTION 1.7 Global Warrant Certificate. (a) Any Global Warrant
Certificate issued in accordance with this Section 1.7 shall be substantially
in the form set forth in Exhibit B hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement, and may represent any number of whole Currency Warrants. The
Global Warrant Certificate may have imprinted or otherwise reproduced thereon
such letters, numbers or other marks of identification or designation and such
legends or endorsements as the officers of the Company executing the same may
approve
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(execution thereof to be conclusive evidence of such approval) and which are
not inconsistent with the provisions of this Agreement, or as may be required
to comply with any law or with any rule or regulation made pursuant thereto, or
with any rule or regulation of any stock exchange on which the Currency
Warrants may be listed or of any Depository referred to herein, or to conform
to usage. The Global Currency Warrant Certificate shall be signed on behalf of
the Company upon the same conditions, in substantially the same manner and with
the same effect as the Warrant Certificates.
(b) The Currency Warrant Agent is authorized, from time to time
during the Conversion Option Period, upon receipt of a Global Warrant
Certificate from the Company, duly executed on behalf of the Company, to
countersign such Global Warrant Certificate. The Global Warrant Certificate
shall be manually countersigned and dated the date of its countersignature by
the Currency Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Currency Warrant Agent shall deliver the Global Currency
Warrant Certificate to or upon the order of the Company against receipt of an
appropriate amount of Certificated Warrants (such Certificated Warrants shall
be destroyed or otherwise disposed of in accordance with instructions provided
by the Company). One or more Global Warrant Certificates may be executed by
the Company and delivered to the Currency Warrant Agent on or after the date of
execution of this Agreement; provided that only one Global Warrant Certificate
shall be outstanding at any one time.
The Company reserves the right to issue, from time to time after the
date of execution of this Agreement, additional Currency Warrants, and in
connection therewith the Global Warrant Certificate may be exchanged for a new
Global Warrant Certificate to reflect the issuance by the Company of such
additional Currency Warrants. To effect such an exchange the Company shall
deliver to the Currency Warrant Agent a new Global Warrant Certificate duly
executed on behalf of the Company as provided in Section 1.3. The Currency
Warrant Agent shall authenticate the new Global Warrant Certificate as provided
in this Section and shall deliver the new Global Warrant Certificate to the
Depository in exchange for, and upon receipt of, the Global Warrant Certificate
then held by the Depository. The Currency Warrant Agent shall cancel the
Global Warrant Certificate delivered to it by the Depository, destroy such
Global Warrant Certificate and provide a certificate of destruction to the
Company.
(c) The Global Warrant Certificate will initially be registered in
the name of a nominee of The Depository Trust Company (the "Depository", which
term, as used herein, includes any successor securities depository selected by
the Company). The Currency Warrant holdings of the Participants will be
recorded on the books of the Depository. The holdings of customers of the
Participants and the identity of the
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Warrantholders will be reflected on the books and records of such Participants
and will not be known to the Currency Warrant Agent, the Company or the
Depository. The Global Warrant Certificate will be held by the Depository or
its agent.
"Participants" include securities brokers and dealers, banks and
trust companies, clearing organizations and certain other organizations which
are participants in the Depository system and, for purposes of this Agreement,
shall also mean participants in the book-entry system of any successor
Depository. Access to the Depository's system is also available to others such
as banks, securities dealers and trust companies ("Indirect Participants") that
clear or maintain a custodial relationship with a Participant, either directly
or indirectly. The Global Warrant holdings of Warrantholders who are customers
of Indirect Participants will be reflected on the books and records of
Participants in the name of the respective Indirect Participants. The Global
Warrant Certificate will be held by the Depository or its agent. Neither the
Company nor the Warrant Agent will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Warrant Certificate or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.
The Company may from time to time select a new entity to act as
Depository with respect to the Currency Warrants and, if such selection is
made, the Company shall promptly give the Currency Warrant Agent notice to such
effect identifying the new Depository, and the Global Warrant Certificate shall
be delivered to the Currency Warrant Agent and shall be transferred to the new
Depository as provided below as promptly as possible. Appropriate changes may
be made in the forms of the Global Warrant Certificate, the notice of exercise
and the related notices to be delivered in connection with an exercise to
reflect the selection of the new Depository.
(d) Except as otherwise provided herein or in the Global Warrant
Certificate, the Currency Warrant Agent shall from time to time register the
transfer of the Global Warrant Certificate in its records (which may be
maintained electronically), subject to such reasonable regulations as the
Company or the Currency Warrant Agent may prescribe, only to the Depository, to
another nominee of the Depository, to a successor Depository or to a nominee of
a successor Depository, upon surrender of such Global Warrant Certificate to
the Warrant Agent's Office, or at the office of any successor Warrant Agent (as
provided in Section 5.4), duly endorsed, or accompanied by a written instrument
or instruments of transfer in form satisfactory to the Currency Warrant Agent
and the Company, duly executed by the registered holder thereof or by the duly
appointed legal representative thereof, or by its duly authorized attorney,
such signature to be guaranteed by a bank or trust company with a correspondent
officer the New York City or by a
<PAGE> 13
9
member of a United States national securities exchange, or in any other manner
acceptable to the Currency Warrant Agent. Upon any such registration of
transfer, a new Global Warrant Certificate of like tenor and representing a
like number of unexercised Currency Warrants shall be issued to the transferee
and the surrendered Global Warrant Certificate shall be cancelled by the
Currency Warrant Agent.
ARTICLE II
DURATION AND EXERCISE OF CURRENCY WARRANTS
SECTION 2.1 Duration of Currency Warrants; Minimum and Maximum
Exercise Amounts; Notice of Exercise. (a) Subject to the limitations
described in this Article II, each Currency Warrant may be irrevocably
exercised in whole but not in part on any New York Business Day from the date
of issuance until 3:00 P.M., New York City time, on the New York Business Day
immediately preceding the earlier of (i) March __, 1996 (the "Expiration Date")
or (ii) the Delisting Date. There is no exercise price payable by any
Warrantholder in connection with the exercise of a Currency Warrant. Each
Currency Warrant may be exercised by (a) transfer of the related Currency
Warrants on the records of the Depository free to the Currency Warrant Agent
Participant Account (Account No. 2659), or such other account of the Currency
Warrant Agent at the Depository as the Currency Warrant Agent shall specify
(the "Currency Warrant Account"), in the case of Book-Entry Warrants, or
surrender of the Warrant Certificate or Certificates to the Currency Warrant
Agent at the Currency Warrant Agent's Office, in the case of Certificated
Warrants and (b) delivery of written notice (an "Exercise Notice") to the
Currency Warrant Agent executed by the Participant acting on behalf of the
beneficial owner of such Currency Warrant, in the case of Book-Entry Warrants,
or from the Registered Holder of such Currency Warrants, in the case of
Certificated Warrants; provided, however, that Exercise Notices are subject to
rejection by the Currency Warrant Agent as provided herein.
(b) The Exercise Notice, which shall be irrevocable, shall be in
substantially the form set forth in Exhibit A-1 hereto in the case of
Certificated Warrants, and in Exhibit B-1 hereto in the case of Book-Entry
Warrants, and shall be in writing, duly completed and executed, and delivered
to the Currency Warrant Agent (which shall include facsimile transmissions,
followed promptly by an executed original, but the date and time of receipt of
such transmission shall be the effective date and time of such notice) at its
address as set forth in such Exercise Notice or at such other address as the
Currency Warrant Agent may specify from time to time.
(c) As used herein, "New York Business Day" means any day other than
a Saturday or Sunday or a day on which either the New York Stock Exchange or
the American Stock Exchange (the
<PAGE> 14
10
"AMEX") is not open for securities trading or commercial banks in New York City
are authorized or required by law or executive order to remain closed. Except
as provided in Section 2.2(b), the Currency Warrant Agent and the Company shall
be entitled to rely conclusively on any Exercise Notice received by them with
no duty of inquiry by either of them.
SECTION 2.2 Exercise and Delivery of Currency Warrants. (a) Except
in the case of automatic exercise as provided in Section 2.3, the exercise date
(the "Exercise Date") for a Currency Warrant shall be (i) if the Currency
Warrant Agent receives delivery of such Currency Warrant and an Exercise Notice
in proper form at or prior to 3:00 P.M., New York City time, on a New York
Business Day, then such New York Business Day and (ii) otherwise the New York
Business Day next succeeding the day on which the Currency Warrant Agent
receives such Currency Warrant and such Exercise Notice. The "Valuation Date"
for a Currency Warrant will be the first New York Business Day following the
Exercise Date. Notwithstanding the foregoing, an otherwise valid exercise for
a Currency Warrant shall be deemed to be withdrawn, and such Currency Warrant
shall be deemed to be automatically exercised in the manner and on the date
specified in Section 2.3, if the Currency Warrant Agent received delivery of
such Currency Warrant and an Exercise Notice in proper form at any time after
3:00 P.M., New York City time, on the New York Business Day preceeding the
Delisting Date.
(b) Following receipt of the Currency Warrants and the Exercise
Notice related to such Currency Warrants, the Currency Warrant Agent shall:
(i) promptly (1) in the case of Certificated Warrants, determine
whether the Exercise Notice has been duly completed and is in proper form
duly executed by the Registered Holder thereof or by the duly appointed
legal representative thereof or by a duly authorized attorney and (2) in
the case of Book-Entry Warrants, determine whether such Exercise Notice
has been duly completed and is in proper form and if the Currency Warrant
Agent determines that the Exercise Notice has not been duly completed or
is not in proper form or, in the case of Certificate Warrants, has not
been so executed, the Currency Warrant Agent promptly (X) shall reject
such Exercise Notice and shall send to the entity that delivered such
Exercise Notice a notice of rejection substantially in the form set forth
in Exhibit D-1 or Exhibit D-2 hereto, as applicable, and, in the case of
Certificated Warrants, shall return to the Registered Holder that
submitted such Exercise Notice, by first class mail, the Warrant
Certificates evidencing such Currency Warrants or, in the case of
Book-Entry Warrants, shall redeliver such Currency Warrants free through
the facilities of the Depository to the account from which they were
transferred to the Currency Warrant Agent and in either case (Y) shall not
take the actions required by clauses
<PAGE> 15
11
(ii)-(vi) below with respect to such Exercise Notice or the related
Currency Warrants; provided, however, that the Currency Warrant Agent
shall deliver a copy of the Exercise Notice relating to such Currency
Warrants to the Company, if the Company so requests, as required by
Section 2.2(b)(vi) below and the Company may waive any defect in the form
of such Exercise Notice;
(ii) notify the Company by 5:00 p.m., New York City time, on the
Exercise Date for such Currency Warrants of the total number of Currency
Warrants covered by such Exercise Notice;
(iii) obtain the Spot Rate (as defined in Section 2.2(d)) from the
Calculation Agent no later than 5:00 p.m., New York City time, on the
applicable Valuation Date;
(iv) obtain the Cash Settlement Value of the Exercised Warrants as of
their Valuation Date from the Calculation Agent, which shall be calculated
in the manner set forth in Section 2.2(d) by no later than 5:00 p.m., New
York City time, on the applicable Valuation Date;
(v) notify the Company by 5:00 p.m., New York City time, on the
Valuation Date of the aggregate Cash Settlement Value payable in respect
of the exercise of such Exercised Warrants, and send notices of
confirmation substantially in the form included in Exhibit C-1 or Exhibit
C-2 hereto, as the case may be, to the appropriate Registered Holder or
Participant specifying therein the reference number assigned by the
Currency Warrant Agent to each accepted Exercise Notice; and
(vi) promptly deliver a copy of each Exercise Notice to the Company
upon request of the Company and advise the Company of such other matters
relating to the Exercised Warrants as the Company shall reasonably
request. Any notice to be given to the Company by the Warrant Agent
pursuant to this Section 2.2 or Section 2.3 shall be by telephone
(promptly confirmed in writing) or telecopy.
Any exercise of the Currency Warrants shall be irrevocable.
(c) Except in the case of Currency Warrants subject to automatic
exercise, provided that the Company has made adequate funds available to the
Currency Warrant Agent in a timely manner, which shall in no event be later
than 3:00 p.m., New York City time, on the fifth New York Business Day
following a Valuation Date (the "Settlement Date"), the Currency Warrant Agent
will be responsible for making payment available either (i) for Certificated
Warrants, to each appropriate Registered Holder in the form of a cashier's
check or an official bank check, or (in the case of payments of $100,000 or
more) by wire transfer to a
<PAGE> 16
12
U.S. Dollar account maintained by such Registered Holder in the United States
(at such Registered Holder's election as specified in the applicable Exercise
Notice), after 3:00 p.m., New York City time, but prior to the close of
business, on such Settlement Date or (ii) for Book-Entry Warrants, to each
appropriate Participant in the form of a cashier's check or an official bank
check, or (in the case of payments of $100,000 or more) by wire transfer to a
U.S. Dollar account maintained by such Participant in the United States (at the
Participant's election as specified in the Exercise Notice), after 3:00 p.m.,
New York City time, but prior to the close of business, on such Settlement
Date.
(d) The "Cash Settlement Value" of an exercised Warrant will be
calculated by the Calculation Agent no later than 5:00 p.m., New York City
time, on the Valuation Date and will equal an amount in U.S. Dollars equal to
the greater of (i) zero and (ii) the amount (rounded down to the nearest cent)
computed by subtracting from U.S. $100 an amount equal to the product of U.S.
$100 times a fraction, the numerator of which is Yen per U.S. Dollar
(the "Strike Rate") and the denominator of which is the spot exchange rate of
the Japanese Yen for the U.S. Dollar (expressed as a number of Japanese Yen per
U.S. Dollar and determined by the Calculation Agent) at , New York
City time, on the applicable Valuation Date (the "Spot Rate"). If the Strike
Rate for such Valuation Date is equal to or exceeds the Spot Rate, the Cash
Settlement Value will be zero.
The Calculation Agent will determine the Spot Rate as follows: with
respect to exercises other than automatic exercises, the Calculation Agent will
obtain a quote for the applicable bid spot rate for the U.S. Dollar from one
Reference Bank (as defined below) and select the higher (i.e., the rate
expressed as the greater number of Japanese Yen per U.S. Dollar) of the
applicable bid spot rate for the U.S. Dollar quoted by the Calculation Agent
and the quote obtained from the Reference Bank; and with respect to automatic
exercises, the Calculation Agent will obtain quotes for the applicable bid spot
rate for the U.S. Dollar from two Reference Banks and select the highest of the
applicable bid spot rate U. S. Dollar quoted by the Calculation Agent and the
quotes obtained from the Reference Banks. Each "Reference Bank" will be a bank
that is a leading market maker in the foreign exchange market for the
currencies. The Spot Rate will be rounded by the Calculation Agent to the
second decimal place, rounding up if the third decimal place, without regard to
rounding, is five or higher and otherwise truncating after the second decimal
place.
References in this Agreement to "U.S. Dollars" or "$" are to the
lawful currency of the United States of America and references to "Japanese
Yen" or "Yen" are to the lawful currency of Japan.
(e) In the event a Global Warrant Certificate is issued, the Warrant
Agent shall cause its records, which may be
<PAGE> 17
13
kept electronically, to be marked to reflect the reduction in the number of
Currency Warrants represented by the Global Warrant Certificate by the number
of Currency Warrants that were delivered to the Currency Warrant Account and
for which payment has been made as provided in Section 2.2(c) promptly after
such delivery and payment. Absent manifest error, the Currency Warrant Agent's
records shall be conclusive evidence of such matters.
(f) The Company has appointed Lehman Brothers Inc., and Lehman
Brothers Inc. accepts such appointment, to be the Company's Calculation Agent
to make certain calculations, as provided herein. Unless otherwise provided by
this Agreement, the Calculation Agent's calculations under this Agreement
shall, absent manifest error, be final and binding on the Company, the Currency
Warrant Agent, the Warrantholders, the Record Holders and any Participant. Any
such calculations will be made available to a Warrantholder for inspection at
the Currency Warrant Agent's Office.
The Company agrees, for the benefit of the Warrantholders from time
to time, that there shall at all times be a Calculation Agent hereunder until
all the Currency Warrants are no longer outstanding or until moneys for the
payment of all outstanding Currency Warrants, if any, shall have been paid to
the Currency Warrant Agent, whichever occurs earlier. Resignation, removal and
appointment of the Calculation Agent shall be in accordance with the procedures
set forth for the resignation, removal and appointment of the Currency Warrant
Agent, as provided in Section 5.4, except that a successor Calculation Agent
need not be a banking institution with offices south of Chambers Street in the
Borough of Manhattan, The City of New York, and may only be appointed if such
successor has been nominated by the Company.
(g) The Calculation Agent will not be responsible for good faith
errors or omissions in calculating or disseminating information regarding the
Spot Rate, or the Cash Settlement Value or Alternative Settlement Amount, as
applicable.
SECTION 2.3 Automatic Exercise of Warrants. All Warrants for which
the Warrant Agent has not received an Exercise Notice in proper form by 3:00
p.m., New York City time, on the fifth New York Business Day preceding the
earlier of (i) the Expiration Date or (ii) Delisting Date or for which the
Warrant Agent has received an Exercise Notice in proper form but with respect
to which timely delivery of the relevant Currency Warrants has not been made,
will be deemed automatically exercised on the Expiration Date or the Delisting
Date, as the case may be, without any requirement of delivery of an Exercise
Notice or Currency Warrants to the Currency Warrant Agent. Accordingly, the
Exercise Date for such Currency Warrants shall be the Expiration Date or the
Delisting Date, as the case may be, or, if such date is not a New York Business
Day, the next
<PAGE> 18
14
succeeding New York Business Day and the Valuation Date for such Currency
Warrants shall be the first New York Business Day following the Exercise Date
for such Currency Warrants. "Delisting Date" shall mean the effective date on
which the Currency Warrants are delisted from, or permanently suspended from
trading (within the meaning of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Securities and Exchange Commission
thereunder) on, the AMEX (or any successor Self-Regulatory Organization) and
not accepted at the same time for listing on another Self-Regulatory
Organization. "Self-Regulatory Organization" means a self-regulatory
organization on which warrants are traded and the rules of which are filed with
the Securities and Exchange Commission under the Securities Act of 1934.
The Currency Warrant Agent shall by 5:00 p.m., New York City time, on
the Expiration Date or the Delisting Date, as the case may be, notify the
Company of the number of Currency Warrants to be automatically exercised on
such day. The Warrant Agent shall (i) obtain from the Calculation Agent on the
applicable Valuation Date the Cash Settlement Value or the Alternative
Settlement Amount on such Valuation Date of the Currency Warrants to be
automatically exercised, (ii) by 3:00 p.m., New York City time, on the New York
Business Day next succeeding such Valuation Date, notify the Company of the
Cash Settlement Value or the Alternative Settlement Amount payable in respect
of such exercised Currency Warrants and (iii) advise the Company of such other
matters relating to the exercised Currency Warrants as the Company shall
reasonably request.
With respect to all Currency Warrants, other than Book-Entry
Warrants, subject to automatic exercise, the Company shall make available to
the Currency Warrant Agent, not later than 3:00 p.m., New York City time, on
the fifth New York Business Day following the Valuation Date for automatically
exercised Currency Warrants (in any such case, the "Automatic Settlement
Date"), funds in an amount equal to, and for the payment of, the aggregate Cash
Settlement Value or Alternative Settlement Amount, as applicable, of such
Currency Warrants. Subject to such funds having been made available as
provided in the preceding sentence, the Currency Warrant Agent will be
responsible for making its payment available to the appropriate Registered
Holder in the form of a cashier's check or an official bank check, or (in the
case of payments of $100,000 or more) by wire transfer to a U.S. Dollar
account maintained by such Registered Holder in the United States (at such
Registered Holder's election), after 3:00 p.m., New York City time, but prior
to the close of business, on the Automatic Settlement Date, against receipt by
the Currency Warrant Agent at the Currency Warrant Agent's Office from such
Registered Holder of its Warrant Certificates.
In the case of Book-Entry Warrants subject to automatic exercise, the
Company shall make available to the Warrant Agent, not later than 3:00 p.m.,
New York City time, on the Automatic
<PAGE> 19
15
Settlement Date, funds in an amount equal to, and for the payment of, the
aggregate Cash Settlement Value of such Currency Warrants. Subject to such
funds having been made available as provided in the preceding sentence, the
Currency Warrant Agent will be responsible for making funds available to the
Depository, against receipt of the Global Warrant Certificate, after 3:00 p.m.,
New York City time, but prior to the close of business, on the Automatic
Settlement Date.
All Currency Warrants shall be deemed to be cancelled on and as of
the Automatic Settlement Date and each Warrantholder's rights under the
Currency Warrants and hereunder shall thereupon cease, except for the right to
receive the Cash Settlement Value or the Alternative Settlement Amount, as
applicable.
Each Currency Warrant will entitle the Warrantholder thereof to
receive the Alternative Settlement Amount in lieu of the Cash Settlement Value
thereof in the event that such Currency Warrants are automatically exercised on
the Delisting Date. The "Alternative Settlement Amount" of a Currency Warrant
will be calculated by the Calculation Agent as of 10:00 a.m., New York City
time, on the Valuation Date and will equal an amount in U.S. Dollars (rounded
down to the nearest cent) which is equal to the amount "X" calculated using the
formula set forth below:
X = I + ((A/B) x (T-Z))
where
I = the Cash Settlement Value of the Currency Warrants determined as
described above;
A = the total number of days from but excluding the Valuation Date for
such Currency Warrants to and including the Expiration Date;
B = the total number of days from but excluding the date the Currency
Warrants were initially sold to and including the Expiration Date;
T = , the initial offering price per Currency Warrant; and
Z = the lesser of T or I.
The Company will advise the Currency Warrant Agent as soon as
practicable of the date of any expected delisting or permanent suspension of
trading of the Currency Warrants and will immediately inform the Currency
Warrant Agent after the Company has received notice that such delisting or
suspension has occurred, but in no event will notice of such delisting or
suspension be given to the Warrant Agent later than 9:30 a.m.,
<PAGE> 20
16
New York City time, on the New York Business Day following the date that such
delisting or suspension occurs.
SECTION 2.4 Limitation of Number of Exercisable Warrants. Not fewer
than 500 Currency Warrants may be exercised by a Warrantholder at any one time
except in the case of automatic exercise.
SECTION 2.5 Covenant of the Company. The Company covenants, for the
benefit of the Warrantholders, that (i) it will cause the Currency Warrants to
be listed on the AMEX at issuance and (ii) until the Expiration Date, it will
not seek the delisting of the Currency Warrants from, or permanent suspension
of their trading on the AMEX unless prior to such delisting or suspension the
Currency Warrants shall have been listed, and shall be accepted for trading
pursuant to the rules of another Self-Regulatory Organization.
SECTION 2.6 Return of the Global Warrant Certificate. At such time
as all of the Currency Warrants have been exercised, deemed automatically
exercised or otherwise cancelled, the Currency Warrant Agent shall return the
cancelled Global Warrant Certificate to the Company.
SECTION 2.7 Return of Moneys Held Unclaimed for Two Years. Any
moneys deposited with or paid to the Currency Warrant Agent for the payment of
the Cash Settlement Value or the Alternative Settlement Amount of any Currency
Warrants and not applied but remaining unclaimed for two years after the date
upon which such Cash Settlement Value or the Alternative Settlement Amount
shall have become due and payable, shall be repaid by the Currency Warrant
Agent to the Company, and the holder of such Currency Warrants shall thereafter
look only to the Company for any payment which such Warrantholder may be
entitled to collect and all liability of the Currency Warrant Agent with
respect to such moneys shall thereupon cease; provided, however, that the
Currency Warrant Agent, before making any such repayment, may at the expense of
the Company notify, in the case of Book-Entry Warrants, the Participants
concerned, or, in the case of Certificated Warrants, the Warrantholders
concerned, that said moneys have not been so applied and remain unclaimed and
that after a date named therein any unclaimed balance of said moneys then
remaining will be returned to the Company.
SECTION 2.8 Designation of Agent for Receipt of Notice. The Company
may from time to time designate in writing to the Currency Warrant Agent a
designee for receipt of all notices to be given by the Currency Warrant Agent
pursuant to this Article II and all such notices thereafter shall be given in
the manner herein provided by the Currency Warrant Agent to such designee.
<PAGE> 21
17
ARTICLE III
OTHER PROVISIONS RELATING TO
RIGHTS OF WARRANTHOLDERS
SECTION 3.1 Holders of Currency Warrants May Enforce Rights.
Notwithstanding any of the provisions of this Agreement, any Warrantholder,
without the consent of the Currency Warrant Agent, may, in and for his own
behalf, enforce and may institute and maintain any suit, action or proceeding
against the Company suitable to enforce, or otherwise in respect of, his right
to exercise and to receive payment for his Currency Warrants provided in this
Agreement and the Warrant Certificates or Global Warrant Certificate, as the
case may be.
SECTION 3.2 Consolidation, Merger or Other Disposition. If at any
time the Company shall consolidate with or merge into any other corporation or
convey, transfer or lease its properties and assets substantially as an
entirety to another person, then in any such event the successor or assuming
corporation shall succeed to and be substituted for the Company, with the same
effect as if it had been named as the Company herein and in the Currency
Warrants; the Company shall thereupon be relieved of any further obligation
hereunder or under the Currency Warrants, and, in the event of any such
consolidation, merger, conveyance, transfer or lease, the Company as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated. Such successor or assuming corporation shall expressly
assume, by an amendment to this Agreement, executed and delivered to the
Currency Warrant Agent, in form satisfactory to such Currency Warrant Agent,
the due and punctual payment of any and all amounts payable by the Company
pursuant to this Agreement and the performance of every covenant of this
Agreement on the part of the Company to be performed or observed. Such
successor or assuming corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, a new Warrant
Certificate or Global Warrant Certificate representing the Currency Warrants
not theretofore exercised, in exchange and substitution for the Warrant
Certificate or Global Warrant Certificate theretofore issued. Such Warrant
Certificate or Global Warrant Certificate shall in all respects have the same
legal rank and benefit under this Agreement as the Warrant Certificate or
Global Warrant Certificate theretofore issued in accordance with the terms of
this Agreement as though such new Warrant Certificate or Global Warrant
Certificate had been issued at the date of the execution hereof. In any case
of any such consolidation, merger, conveyance, transfer or lease of
substantially all of the assets of the Company, such changes in phraseology and
form (but not in substance) may be made in the new Warrant Certificates or
Global Warrant Certificate as may be appropriate.
The Currency Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such consolidation, merger, conveyance,
transfer or lease of
<PAGE> 22
18
substantially all of the assets of the Company complies with the provisions of
this Section 3.2.
ARTICLE IV
CANCELLATION OF CURRENCY WARRANTS
SECTION 4.1 Cancellation of Currency Warrants. In the event the
Company shall purchase or otherwise acquire Currency Warrants, such Currency
Warrants may, at the option of the Company, (i) in the case of Book-Entry
Warrants, be surrendered free through a Depository Participant for credit to
the account of the Currency Warrant Agent maintained at the Depository, and if
so credited, the Currency Warrant Agent shall promptly note the cancellation of
such Currency Warrants by notation on the records of the Currency Warrant Agent
or (ii) in the case of Certificated Warrants, delivered to the Currency Warrant
Agent, and if so delivered the Currency Warrant Agent shall promptly note the
cancellation of such Currency Warrants on the records of the Currency Warrant
Agent. Such Currency Warrants may also, at the option of the Company, be
resold by the Company directly to or through any of its affiliates in lieu of
being surrendered to the Depository. No Warrant Certificate or Global Warrant
Certificate shall be countersigned in lieu of or in exchange for any Currency
Warrant which is cancelled as provided herein, except as otherwise expressly
permitted by this Agreement.
SECTION 4.2 Treatment of Warrantholders. The Company, the Currency
Warrant Agent and any agent of the Company or the Currency Warrant Agent may
deem and treat the person in whose name a Global Warrant Certificate shall be
registered in the records of the Currency Warrant Agent as the holder of all
right, title and interest in such Global Warrant Certificate (notwithstanding
any notation of ownership or other writing thereon) for any purpose and as the
person entitled to exercise the rights represented by the Currency Warrants
evidenced thereby, and neither the Company nor the Currency Warrant Agent, nor
any agent of the Company or the Currency Warrant Agent shall be affected by any
notice to the contrary, except that the Currency Warrant Agent and the Company
shall be entitled to rely on and act pursuant to instructions of Participants
as contemplated by Article II of this Agreement. This Section 4.2 shall be
without prejudice to the rights of Warrantholders as described elsewhere
herein.
SECTION 4.3 Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the initial issuance of Currency Warrants;
provided, however, that the Company shall not be required to pay any tax or
other governmental charge which may be payable in respect of any transfer
involving any beneficial or record interest in or ownership interest of any
Currency Warrants.
<PAGE> 23
19
ARTICLE V
CONCERNING THE CURRENCY WARRANT AGENT
SECTION 5.1 Currency Warrant Agent. The Company hereby appoints
Citibank, N.A. as Currency Warrant Agent of the Company in respect of the
Currency Warrants, the Warrant Certificates and the Global Warrant Certificate
upon the terms and subject to the conditions set forth herein, in the Warrant
Certificate and in the Global Warrant Certificate; and Citibank, N.A. hereby
accepts such appointment. The Currency Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificate and the
Global Warrant Certificate and hereby and such further powers and authority
acceptable to it to act on behalf of the Company as the Company may hereafter
grant to or confer upon it. All of the terms and provisions with respect to
such powers and authority contained in the Warrant Certificate and the Global
Warrant Certificate are subject to and governed by the terms and provisions
hereof.
SECTION 5.2 Conditions of Currency Warrant Agent's Obligations. The
Currency Warrant Agent accepts its obligations herein set forth upon the terms
and conditions hereof and of the Warrant Certificates and the Global Warrant
Certificate, including the following, to all of which the Company agrees and to
all of which the rights hereunder of the Warrantholders from time to time of
the Currency Warrants shall be subject:
(a) The Company agrees promptly to pay the Currency Warrant Agent
the compensation to be agreed upon with the Company for all services
rendered by the Currency Warrant Agent and to reimburse the Currency
Warrant Agent for its reasonable out-of-pocket expenses (including
reasonable attorneys' fees and expenses) incurred by the Currency Warrant
Agent without negligence, bad faith or breach of this Agreement on its
part in connection with the services rendered by it hereunder. The
Company also agrees to indemnify the Currency Warrant Agent for, and to
hold it harmless against, any loss, liability or expense (including
reasonable attorneys' fees and expenses) incurred without negligence, bad
faith or breach of this Agreement on the part of the Currency Warrant
Agent, arising out of or in connection with its acting as such Currency
Warrant Agent hereunder or with respect to the Currency Warrants, as well
as the reasonable costs and expenses of defending against any claim of
liability in the premises.
(b) In acting under this Agreement and in connection with the
Currency Warrants, the Currency Warrant Agent is acting solely as agent of
the Company and does not assume any obligation or relationship of agency
or trust for or with any of the Warrantholders or the registered holder of
the Global Warrant Certificate.
<PAGE> 24
20
(c) The Currency Warrant Agent may consult with counsel satisfactory
to it, and the opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with the opinion
of such counsel.
(d) The Currency Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted or thing
suffered by it in reliance upon any Warrant Certificate, Global Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to
have been presented or signed by the proper parties.
(e) The Currency Warrant Agent, and its officers, directors and
employees, may become the Warrantholder of, or acquire any interest in,
any Currency Warrants or other obligations of the Company, with the same
rights that it or they would have if it were not the Currency Warrant
Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction
with the Company and may act on, or as depository, trustee or agent for,
any committee or body of holders of Currency Warrants or other obligations
of the Company as freely as if it were not the Currency Warrant Agent
hereunder.
(f) The Currency Warrant Agent shall not be under any liability for
interest on any moneys at any time received by it pursuant to any of the
provisions of this Agreement, the Warrant Certificates or the Global
Warrant Certificate.
(g) The Currency Warrant Agent shall not be under any responsibility
with respect to the validity or sufficiency of this Agreement or the
execution and delivery hereof (except the due execution and delivery
hereof by the Currency Warrant Agent) or with respect to the validity or
execution of any Warrant Certificate or the Global Warrant Certificate
(except its countersignature thereof).
(h) The recitals contained herein and in the Warrant Certificate and
the Global Warrant Certificate (except as to the Currency Warrant Agent's
countersignature thereon) shall be taken as the statements of the Company
and the Currency Warrant Agent assumes no responsibility for the
correctness of the same.
(i) The Currency Warrant Agent shall be obligated to perform only
such duties as are herein and in the Warrant Certificate and the Global
Warrant Certificate specifically set forth and no implied duties or
obligations shall be read into this Agreement, the Warrant Certificate or
the Global
<PAGE> 25
21
Warrant Certificate against the Currency Warrant Agent. The Currency
Warrant Agent shall not be under any obligation to take any action
hereunder likely to involve it in any expense or liability, the payment of
which is not, in its reasonable opinion, assured to it. The Currency
Warrant Agent shall not be accountable or under any duty or responsibility
for the use by the Company of the Warrant Certificate or the Global
Warrant Certificate countersigned by the Currency Warrant Agent and
delivered by it to the Company pursuant to this Agreement or for the
application by the Company of any proceeds. The Currency Warrant Agent
shall have no duty or responsibility in case of any default by the Company
in the performance of its covenants or agreements contained herein, in the
Warrant Certificate or in the Global Warrant Certificate or in the case of
the receipt of any written demand from a holder of a Currency Warrant with
respect to such default, except as provided in Section 6.2 hereof,
including, without limiting the generality of the foregoing, any duty or
responsibility to initiate or attempt to initiate any proceedings at law
or otherwise or to make any demand upon the Company.
(j) Unless specifically provided herein or in the Warrant
Certificate, the Global Warrant Certificate, any order, certificate,
notice, request, direction or other communication from the Company made or
given by the Company under any provision of this Agreement shall be
sufficient if signed by its Treasurer or any Vice President.
SECTION 5.3 Compliance With Applicable Laws. The Currency Warrant
Agent agrees to comply with all applicable federal and state laws in respect of
the services rendered by it under this Agreement, including (but not limited
to) the provisions of United States federal income tax laws regarding
information reporting and backup withholding. The Currency Warrant Agent
expressly assumes all liability for its failure to comply with such laws,
including (but not limited to) any liability for its failure to comply with any
applicable provisions of United States federal income tax laws regarding
information reporting and backup withholding applicable to it.
SECTION 5.4 Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the Warrantholders from
time to time of the Currency Warrants, that there shall at all times be a
Currency Warrant Agent hereunder until all the Currency Warrants are no longer
exercisable.
(b) The Currency Warrant Agent may at any time resign as such agent
by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective,
subject to the appointment of a successor Currency Warrant Agent and acceptance
of such appointment by such successor Currency Warrant Agent, as
<PAGE> 26
22
hereinafter provided. The Currency Warrant Agent hereunder may be removed at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective. Such resignation or removal shall take effect upon the
appointment by the Company, as hereinafter provided, of a successor Currency
Warrant Agent (which shall be a banking institution organized under the laws of
the United States of America, or one of the states thereof and having an office
or an agent's office south of Chambers Street in the Borough of Manhattan, New
York City) and the acceptance of such appointment by such successor Currency
Warrant Agent. In the event a successor Currency Warrant Agent has not been
appointed and has not accepted its duties within 90 days of the Currency
Warrant Agent's notice of resignation, the Currency Warrant Agent may apply to
any court of competent jurisdiction for the designation of a successor Currency
Warrant Agent. The obligation of the Company under Section 5.2(a) shall
continue to the extent set forth therein notwithstanding the resignation or
removal of the Currency Warrant Agent.
(c) In case at any time the Currency Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or make an assignment for the benefit of its creditors
or consent to the appointment of a receiver or custodian of all or any
substantial part of its property, or shall admit in writing its inability to
pay or meet its debts as they mature, or if a receiver or custodian of it or
all or any substantial part of its property shall be appointed, or if any
public officer shall have taken charge or control of the Currency Warrant Agent
or of its property or affairs, for the purpose of rehabilitation, conservation
or liquidation, a successor Currency Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Currency Warrant Agent. Upon the appointment as aforesaid of a
successor Currency Warrant Agent and acceptance by the latter of such
appointment, the Currency Warrant Agent so superseded shall cease to be
Currency Warrant Agent hereunder.
(d) Any successor Currency Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Currency Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, trusts, immunities,
duties and obligations of such predecessor with like effect as if originally
named as Currency Warrant Agent hereunder, and such predecessor, upon payment
of its charges and disbursements then unpaid, shall thereupon become obligated
to transfer, deliver and pay over, and such successor Currency Warrant Agent
shall be entitled to receive, all moneys, securities and other property on
deposit with or held by such predecessor, as Currency Warrant Agent hereunder.
<PAGE> 27
23
(e) Any corporation into which the Currency Warrant Agent hereunder
may be merged or converted or any corporation with which the Currency Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Currency Warrant Agent shall be a
party, or any corporation to which the Currency Warrant Agent shall sell or
otherwise transfer all or substantially all of the assets and business of the
Currency Warrant Agent, provided that it shall be qualified as aforesaid, shall
be the successor Currency Warrant Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1 Modification, Supplementation or Amendment. (a) This
Agreement, the Warrant Certificates and the Global Warrant Certificate may be
modified, supplemented or amended by the Company and the Currency Warrant
Agent, without the consent of the Warrantholders, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective or
inconsistent provision contained herein or therein, maintaining the listing of
any Currency Warrants on any U.S. national securities exchange or registration
of such Currency Warrants under the Exchange Act, permitting the issuance of
Currency Warrants in definitive form in accordance with paragraph (a) of
Section 1.1, reflecting the issuance by the Company of additional Currency
Warrants of the same issue or reflecting the appointment of a successor
Depository in accordance with paragraph (c) of Section 1.1 or in any other
manner which the Company may deem necessary or desirable and which will not
materially adversely affect the interests of the holders of Currency Warrants.
Notwithstanding anything in this Section 6.1 to the contrary, this Agreement
may not be amended to provide for the countersigning by the Currency Warrant
Agent of Warrant Certificates or Global Warrant Certificate evidencing in the
aggregate in excess of 2,300,000 Currency Warrants unless and until the
Currency Warrant Agent has received notice from the AMEX or any successor U.S.
national securities exchange or self-regulatory organization that the
additional Currency Warrants in excess of 2,300,000 have been approved for
listing on such exchange or self-regulatory organization.
(b) The Company and the Currency Warrant Agent may modify or amend
this Agreement, the Warrant Certificates, and the Global Warrant Certificate
with the consent of the Warrantholders of not fewer than a majority in number
of the then outstanding unexercised Currency Warrants affected by such
modification or amendment, for any purpose; provided, however, that no such
modification or amendment that increases the Strike Rate, otherwise changes the
determination of the Cash Settlement Value, or the Alternative Settlement
Amount of the Currency Warrants (or
<PAGE> 28
24
any aspects of such determination ) so as to reduce the amount receivable upon
exercise, shortens the period of time during which the Currency Warrants may be
exercised, increases the minimum number of Currency Warrants that may be
exercised by or on behalf of any one Warrantholder at any one time, or
otherwise materially and adversely affects the exercise rights of the
Warrantholders or reduces the number of outstanding Currency Warrants the
consent of the Warrantholders of which is required for modification or
amendment of this Agreement, the Warrant Certificates, or the Global Warrant
Certificate may be made without the consent of each Warrantholder affected
thereby.
SECTION 6.2 Notices and Demands to the Company and Currency Warrant
Agent. If the Currency Warrant Agent shall receive any notice or demand
addressed to the Company by any Warrantholder pursuant to the provisions of the
Warrant Certificates or the Global Warrant Certificate, the Currency Warrant
Agent shall promptly forward such notice or demand to the Company.
SECTION 6.3 Addresses for Notices. Any communications from the
Company to the Currency Warrant Agent with respect to this Agreement shall be
addressed to Citibank, N.A., 120 Wall Street, 13th Floor, New York, New York
10043 (facsimile: (212) 480-1614) (telephone: (212) 412-6209, Attention:
Corporate Trust Department; any communications from the Currency Warrant Agent
to the Company with respect to this Agreement shall be addressed to Lehman
Brothers Holdings Inc., 388 Greenwich Street, New York, New York 10013
(facsimile: (212) 464-6414) (telephone: (212) 298-2000), Attention:
Treasurer (or such other address as shall be specified in writing to the other
parties hereto by the Currency Warrant Agent or the Company, respectively).
SECTION 6.4 Notices to Warrantholders. The Company may cause to
have notice given to the holders of Currency Warrants by providing the Currency
Warrant Agent with a form of notice to be distributed by (i) in the case of
Certificated Warrants, the Currency Warrant Agent to the Registered Holders or
(ii) in the case of Book-Entry Warrants, the Depository to Participants in
accordance with the custom and practices of the Depository.
SECTION 6.5 Governing Law. The validity, interpretation and
performance of this Agreement and each Currency Warrant issued hereunder and of
the respective terms and provisions thereof shall be governed by the laws of
the State of New York.
SECTION 6.6 Obtaining of Governmental Approvals. The Company will
from time to time use its best efforts to obtain and keep effective any and all
permits, consents and approvals of governmental agencies and authorities and
the AMEX and filings under the United States federal and state laws, which may
be or become requisite in connection with the issuance, sale, trading,
<PAGE> 29
25
transfer or delivery of the Currency Warrants, the Warrant Certificates, the
Global Warrant Certificate and the exercise of the Currency Warrants.
SECTION 6.7 Persons Having Rights Under the Currency Warrant
Agreement. Nothing in this Agreement expressed or implied and nothing that may
be inferred from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation other than the
Company, the Currency Warrant Agent, the registered holder of the Global
Warrant Certificate and the Warrantholders any right, remedy or claim under or
by reason of this Agreement or of any covenant, condition, stipulation, promise
or agreement hereof; and all covenants, conditions, stipulations, promises and
agreements in this Agreement contained shall be for the sole and exclusive
benefit of the Company and the Currency Warrant Agent and their successors and
of the registered holder of the Global Warrant Certificate and the
Warrantholders.
SECTION 6.8 Headings. The descriptive headings of the several
Articles and Sections and the Table of Contents of this Agreement are for
convenience only and shall not control or affect the meaning or construction of
any of the provisions hereof.
SECTION 6.9 Counterparts. This Agreement may be executed by the
parties hereto in any number of counterparts, each of which when so executed
and delivered shall be deemed to be an original; but all such counterparts
shall together constitute but one and the same instrument.
SECTION 6.10 Inspection of Agreement. A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Currency Warrant Agent, for inspection by the registered holder
of the Warrant Certificate, Participants, Indirect Participants and
Warrantholders.
<PAGE> 30
26
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
LEHMAN BROTHERS HOLDINGS INC.
By:
-------------------------------
Name:
Title:
CITIBANK, N.A.
By:
-------------------------------
Name:
Title:
LEHMAN BROTHERS INC.
By:
-------------------------------
Name:
Title:
<PAGE> 31
Annex 1
Defined Terms
<TABLE>
<CAPTION>
Page
<S> <C>
Alternative Settlement Amount . . . . . . . . . . . . . . 15
AMEX . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Automatic Settlement Date . . . . . . . . . . . . . . . . 14
Book-Entry Warrants . . . . . . . . . . . . . . . . . . . 2
Calculation Agent . . . . . . . . . . . . . . . . . . . . 1
Cash Settlement Value . . . . . . . . . . . . . . . . . . 12
Certificated Warrants . . . . . . . . . . . . . . . . . . 2
Company . . . . . . . . . . . . . . . . . . . . . . . . . 1
Conversion Option . . . . . . . . . . . . . . . . . . . . 2
Conversion Option Period . . . . . . . . . . . . . . . . 2
Currency Warrant . . . . . . . . . . . . . . . . . . . . 1
Currency Warrant Account . . . . . . . . . . . . . . . . 9
Currency Warrant Agent . . . . . . . . . . . . . . . . . 1
Currency Warrant Agent's Office . . . . . . . . . . . . . 4
Currency Warrant Register . . . . . . . . . . . . . . . . 4
Currency Warrants . . . . . . . . . . . . . . . . . . . . 1
Delisting Date . . . . . . . . . . . . . . . . . . . . . 14
Depository . . . . . . . . . . . . . . . . . . . . . . . 7
Exercise Date . . . . . . . . . . . . . . . . . . . . . . 10
Exercise Notice . . . . . . . . . . . . . . . . . . . . . 9
Exercised Warrants . . . . . . . . . . . . . . Exhibit A-1
Expiration Date . . . . . . . . . . . . . . . . . . . . . 9
Global Warrant Certificate . . . . . . . . . . . . . . . 2
Indirect Participants . . . . . . . . . . . . . . . . . . 8
New York Business Day . . . . . . . . . . . . . . . . . . 9
Participants . . . . . . . . . . . . . . . . . . . . . . 8
Registered Holder . . . . . . . . . . . . . . . . . . . . 6
Self-Regulatory Organization . . . . . . . . . . . . . . 14
Settlement Date . . . . . . . . . . . . . . . . . . . . . 11
Spot Rate . . . . . . . . . . . . . . . . . . . . . . . . 12
Strike Rate . . . . . . . . . . . . . . . . . . . . . . . 12
Valuation Date . . . . . . . . . . . . . . . . . . . . . 10
Warrant Certificate . . . . . . . . . . . . . . . . . . . 1
Warrantholder . . . . . . . . . . . . . . . . . . . . . . 1
</TABLE>
<PAGE> 32
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[FACE]
No. CUSIP No.
LEHMAN BROTHERS HOLDING INC.
Japanese Yen Bear Warrants
Expiring March __, 1996
This Warrant Certificate certifies that , or registered
assigns, is the registered holder of Japanese Yen Bear Warrants Expiring March
__, 1996 (the "Currency Warrants"). Upon receipt by the Currency Warrant Agent
of this Warrant Certificate and the exercise notice on the reverse hereof (or
an exercise notice in substantially identical form delivered herewith), duly
completed and executed, at the offices of the Currency Warrant Agent in the
Borough of Manhattan, New York City, each Currency Warrant entitles the
registered holder hereof (the "Warrantholder") to receive, subject to the
conditions set forth herein and in the Currency Warrant Agreement, from Lehman
Brothers Holdings Inc. (the "Company") the cash settlement value in U.S.
Dollars (the "Cash Settlement Value") calculated by the Calculation Agent no
later than 5:00 p.m., New York City time, on the Valuation Date and equal to
the greater of (i) zero and (ii) the amount (rounded down to the nearest cent)
computed by subtracting from U.S. $100 an amount equal to the product of U.S.
$100 times a fraction, the numerator of which is Y per U.S. Dollar (the
"Strike Rate") and the denominator of which is the spot exchange rate of the
Japanese Yen for the U.S. Dollars (expressed as a number of Japanese Yen per
U.S. Dollar and determined by the Calculation Agent) at 10:00 a.m., New York
City time, on the applicable Valuation Date (the "Spot Rate"). If the Strike
Rate is equal to or exceeds the Spot Rate for such Valuation Date, the Cash
Settlement Value will be zero.
Subject to the terms of the Currency Warrant Agreement, each Currency
Warrant may be irrevocably exercised, in whole but not in part, at or prior to
3:00 p.m., New York City time, on any New York Business Day from its date of
issuance until 3:00 p.m., New York City time, on the New York Business Day
immediately preceding the earlier of (i) March __, 1996 (the "Expiration Date")
or (ii) the Delisting Date, and on the Expiration Date or the Delisting Date,
as the case may be, the Currency Warrants shall expire and all Currency
Warrants evidenced hereby shall be automatically exercised and otherwise shall
be void. Except in the case of automatic exercise of the Currency Warrants, as
set forth herein and in the Currency
<PAGE> 33
2
Warrant Agreement, not fewer than 500 Currency Warrants may be exercised by or
on behalf of any one Warrantholder at any one time.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.
This Warrant Certificate shall not be valid unless
manually countersigned by the Currency Warrant Agent.
IN WITNESS WHEREOF, Lehman Brothers Holdings, Inc. has caused this
instrument to be duly executed.
Dated: LEHMAN BROTHERS HOLDINGS INC.
By /s/Richard S. Fuld, Jr.
--------------------------
Title: President
[SEAL]
Attest:
By /s/Karen C. Manson
---------------------------
Title: Assistant Secretary
Countersigned for authentication only
as of the date above written:
Citibank, N.A.,
as Currency Warrant Agent
By
---------------------------
Authorized Officer
<PAGE> 34
3
[REVERSE]
Japanese Yen Bear Warrants
Expiring March __, 1996
The Currency Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Currency Warrants issued by the Company pursuant
to a Currency Warrant Agreement, dated as of March __, 1994 (the "Currency
Warrant Agreement"), among the Company, Citibank, N.A. (the "Currency Warrant
Agent") and Lehman Brothers Inc. (the "Calculation Agent") and are subject to
the terms and provisions contained in the Currency Warrant Agreement, to all of
which terms and provisions the Warrantholder consents by acceptance of this
Warrant Certificate and which Currency Warrant Agreement is hereby incorporated
by reference in and made a part of this Warrant Certificate. A copy of the
Currency Warrant Agreement is on file at the Warrant Agent's Office (as defined
herein).
The Currency Warrants constitute direct, unconditional and unsecured
contractual obligations of the Company and rank on a parity with the Company's
other unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.
Subject to the provisions hereof and of the Currency Warrant
Agreement, each Currency Warrant may be irrevocably exercised, as a whole but
not in part, at or prior to 3:00 p.m., New York City time, on any New York
Business Day (as defined herein) from its date of issuance until 3:00 p.m., New
York City time, on the New York Business Day immediately preceding the earlier
of (i) the Expiration Date or (ii) the Delisting Date (as defined herein). The
holder of Currency Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate with the exercise notice set
forth below (or an exercise notice in substantially identical form), duly
completed and executed, to the Currency Warrant Agent's offices in the Borough
of Manhattan, New York City (the "Warrant Agent's Office"), which are, on the
date hereof, located at 111 Wall Street, 5th Floor, New York, New York 10043,
Attention: Corporate Trust Department. Except in the case of automatic
exercise of the Currency Warrants, as set forth herein and in the Currency
Warrant Agreement, not fewer than 500 Currency Warrants may be exercised by or
on behalf of any one Warrantholder at any one time.
The "Cash Settlement Value" of an exercised Currency Warrant will be
calculated by the Calculation Agent no later than 5:00 p.m., New York City
time, on the Valuation Date and will equal an amount in U.S. Dollars equal to
the greater of (i) zero and (ii) the amount (rounded down to the nearest cent)
computed by subtracting from U.S. $100 an amount equal to the product of U.S.
$100 times a fraction, the numerator of which is Y per U.S. Dollar (the
"Strike Rate") and the denominator of which is the spot
<PAGE> 35
4
exchange rate of the Japanese Yen for the U.S. Dollar (expressed as a number of
Japanese Yen per U.S. Dollar and determined by the Calculation Agent) at 10:00
a.m., New York City time, on the applicable Valuation Date (the "Spot Rate").
If the Strike Rate for such Valuation Date is equal to or exceeds the Spot
Rate, the Cash Settlement Value will be zero.
The Company has appointed Lehman Brothers Inc. to be its Calculation
Agent to make certain calculations, as described in the Currency Warrant
Agreement and herein. The Calculation Agent shall act as an independent expert
and not as an agent of the Company. Unless otherwise provided by the Currency
Warrant Agreement, the calculations of the Calculation Agent and the
determinations of the Currency Warrant Agent under the Currency Warrant
Agreement and Warrant Certificate shall, absent manifest error, be final and
binding on the Company and the Warrantholder.
Subject to the Currency Warrant Agreement and this Warrant
Certificate, and except in the case of automatic exercise on the Expiration
Date or the Delisting Date, the valuation date (the "Valuation Date") for a
Currency Warrant shall be the New York Business Day next succeeding the New
York Business Day (the "Exercise Date") on which the Currency Warrant Agent has
received the Warrant Certificate representing such Currency Warrant, with the
exercise notice below (or an exercise notice in substantially identical form
delivered herewith), duly completed and executed by the Warrantholder, at or
prior to 3:00 p.m., New York City time; and if the Currency Warrant Agent shall
receive any such Warrant Certificate after 3:00 p.m., New York City time, on
such date, then such Warrant Certificate shall be deemed to have been received
at or prior to 3:00 p.m., New York City time, on the next succeeding New York
Business Day (which shall be the Exercise Date for such Warrants), and in such
event the Valuation Date shall be the next New York Business Day following such
Exercise Date.
If the exercise notice is not rejected as provided in the Currency
Warrant Agreement, then the Currency Warrant Agent will determine the Cash
Settlement Value of the exercised Currency Warrants in accordance with the
terms of the Currency Warrant Agreement.
Any exercise of the Currency Warrants will be irrevocable.
Except in the case of Currency Warrants subject to automatic
exercise, payment shall be made available to the Warrantholder after 3:00 p.m.,
New York City time, on the fifth New York Business Day following the Valuation
Date for such Currency Warrants in the form of a cashier's check or an official
bank check, or (in the case of payments of at least $100,000) by wire transfer
to a U.S. Dollar bank account maintained by such Warrantholder in the United
States (at the Warrantholder's election as specified in the exercise notice),
in an amount equal
<PAGE> 36
5
to the aggregate Cash Settlement Value or Alternative Settlement Amount, as
applicable, of the exercised Currency Warrants.
All Warrant certificates for which the Currency Warrant Agent has not
received a notice of exercise in proper form by 3:00 p.m., New York City time,
on the New York Business Day preceding the earlier of (i) the Expiration Date
or (ii) the Delisting Date, as the case may be, or for which the Currency
Warrant Agent has received an exercise notice in proper form but with respect
to which timely delivery of the relevant Warrant Certificate has not been made
will be deemed automatically exercised on the Expiration Date or the Delisting
Date, as the case may be, without any requirement of delivery of an exercise
notice to the Currency Warrant Agent. Accordingly, the Exercise Date for such
Currency Warrants shall be the Expiration Date or Delisting Date, as the case
may be, or, if such date is not a New York Business Day, the next succeeding
New York Business Day and the Valuation Date for such Currency Warrants shall
be the first New York Business Day following the Exercise Date for such
Currency Warrants. "Delisting Date" shall mean the effective date on which the
Currency Warrants are delisted from, or permanently suspended from trading
(within the meaning of the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission thereunder) on, the
American Stock Exchange (or any successor Self-Regulatory Organization) and not
accepted at the same time for listing on another Self-Regulatory Organization.
"Self-Regulatory Organization" means a self-regulatory organization on which
warrants are traded and the rules of which are filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
Payment with respect to automatically exercised Currency Warrants
shall be made available to the Warrantholder in the form of a cashier's check
or an official bank check, or (in the case of payments of at least $100,000) by
wire transfer to a U.S. Dollar bank account maintained by the Warrantholder in
the United States (at the Warrantholder's election), after 3:00 p.m., New York
City time, on the fifth New York Business Day following the Valuation Date,
against receipt by the Currency Warrant Agent at the Warrant Agent's Office
from the Warrantholder of its Warrant Certificates. Such payment shall be in
the amount of the aggregate Cash Settlement Value or the Alternative Settlement
Amount, as applicable, in respect of the Currency Warrants evidenced by the
Warrant Certificates that were exercised on the Expiration Date or the
Delisting Date, as the case may be.
In the case of delisting of the Warrants as described in the Currency
Warrant Agreement, the Warrantholder shall be entitled to receive, in lieu of
the Cash Settlement Value, the Alternative Settlement Amount. The Alternative
Settlement Amount of a Currency Warrant will be calculated by the Calculation
Agent as of 10:00 a.m., New York City time, on the Valuation Date and will
equal an amount in U.S. Dollars (rounded down to the nearest
<PAGE> 37
6
cent) which is equal to the amount "X" calculated using the formula set forth
below:
X = I + ((A/B) x (T-Z))
where
I = the Cash Settlement Value of the Currency Warrants determined as
described above;
A = the total number of days from but excluding the Valuation Date for
such Currency Warrants to and including the Expiration Date;
B = the total number of days from but excluding the date the Currency
Warrants were initially sold to and including the Expiration Date;
T = , the initial offering price per Currency Warrant; and
Z = the lesser of T or I.
Prior to due presentment for registration of transfer, the Company,
the Currency Warrant Agent, and any agent of the Company or the Currency
Warrant Agent, may deem and treat the Warrantholder as the absolute owner of
the Currency Warrants evidenced hereby (notwithstanding any notation of
ownership or other writing hereon) for any purpose whatsoever, and as the
person entitled to exercise the rights represented by the Currency Warrants
evidenced hereby, and neither the Company nor the Currency Warrant Agent, nor
any agent of the Company or the Currency Warrant Agent, shall be affected by
any notice to the contrary.
The Currency Warrant Agent shall, in accordance with the Currency
Warrant Agreement, from time to time register the transfer of this Warrant
Certificate upon the records to be maintained by it for that purpose at the
Warrant Agent's Office upon surrender hereof, duly endorsed, or accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Currency Warrant Agent, duly executed by the Warrantholder or by its duly
appointed legal representative or duly authorized attorney, such signature to
be guaranteed by a bank or trust company located, or with a correspondent
office, in New York City or by a broker or dealer which is a member of a
national securities exchange, or in any other manner acceptable to the Currency
Warrant Agent. Upon any such registration of transfer, a new Warrant
Certificate shall be issued to the transferee(s).
As provided in the Currency Warrant Agreement and subject to certain
limitations, this Warrant Certificate may be exchanged for other Warrant
Certificates, representing a like
<PAGE> 38
7
number of Currency Warrants, upon surrender to the Currency Warrant Agent of
this Warrant Certificate at the Warrant Agent's Office.
No service charge shall be made for any registration of transfer or
exchange of this Warrant Certificate, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of this
Warrant Certificate, other than exchanges pursuant to the Currency Warrant
Agreement not involving any transfer.
Capitalized terms included herein but not defined herein have the
meanings assigned thereto in the Currency Warrant Agreement.
References herein to "U.S. Dollars" or "$" are to the lawful currency
of the United States of America and to "Japanese Yen" or "Y" are to the lawful
currency of Japan. As used herein, a "New York Business Day" means any day
other than (i) a Saturday, Sunday or a day on which either the American Stock
Exchange or the New York Stock Exchange is not open for securities trading or
commercial banks in New York City are required or authorized by law or
executive order to remain closed.
The Currency Warrant Agreement and the terms of the Currency Warrants
are subject to amendment, as provided in the Currency Warrant Agreement.
THIS WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE> 39
Exhibit A-1
EXERCISE NOTICE
Citibank, N.A.
Corporate Trust Department, 5th Floor
111 Wall Street
New York, New York 10043
1. The undersigned Warrantholder hereby irrevocably exercises
Currency Warrants (the "Exercised Warrants") and delivers to you herewith a
Warrant Certificate or Certificates, registered in the Warrantholder's name,
representing a number of Currency Warrants at least equal to the number of
Exercised Warrants. The Warrantholder is exercising no fewer than 500 Currency
Warrants.
2. The Warrantholder hereby directs the Currency Warrant Agent (a)
to pay the Cash Settlement Value or the Alternative Settlement Amount, as
applicable, with respect to the Exercised Warrants:
/ / By cashier's check or an official bank check;
or
/ / By wire transfer to the following U.S.
Dollar bank account in the United
States:
(Minimum payments of $100,000 only)
Bank: ----------------------------
ABA Routing No.: -----------------
Account No: -------- Reference:-------------
and; (b) if the number of Exercised Warrants is less than the number of
Currency Warrants represented by the enclosed Warrant Certificate or Warrant
Certificates, to deliver a Warrant Certificate representing the unexercised
Currency Warrants to
Dated: , 19
----------------------------
Warrantholder
by
-----------------------
Authorized Signature
Address:
Telephone: ( )
<PAGE> 40
EXHIBIT B
[FORM OF GLOBAL WARRANT CERTIFICATE]
[FACE]
No. CUSIP No.
LEHMAN BROTHERS HOLDING INC.
Japanese Yen Bear Warrants
Expiring March __, 1996
This certifies that CEDE & CO., or registered assigns, is the
registered holder of Japanese Yen Bear Warrants Expiring March __, 1996 (the
"Currency Warrants"). Upon receipt by the Currency Warrant Agent of this
Global Warrant Certificate and the exercise notice on the reverse hereof (or an
exercise notice in substantially identical form delivered herewith), duly
completed and executed, at the offices of the Currency Warrant Agent in the
Borough of Manhattan, New York City, each Currency Warrant entitles the
beneficial owner thereof (each a "Warrantholder") to receive, subject to the
conditions set forth herein and in the Currency Warrant Agreement, from Lehman
Brothers Holdings Inc. (the "Company") the cash settlement value in U.S.
Dollars (the "Cash Settlement Value") calculated by the Calculation Agent no
later than 5:00 p.m., New York City time, on the Valuation Date equal to the
greater of (i) zero and (ii) the amount (rounded down to the nearest cent)
computed by subtracting from U.S.$100 an amount equal to the product of
U.S.$100 times a fraction, the numerator of which is Y per U.S. Dollar
(the "Strike Rate") and the denominator of which is the spot exchange rate of
the Japanese Yen for the U.S. Dollar (expressed as a number of Japanese Yen per
U.S. Dollar and determined by the Calculation Agent) at 10:00 a.m., New York
City time, on the applicable valuation date (the "Spot Rate"). If the Strike
Rate is equal to or exceeds the Spot Rate for such valuation date, the Cash
Settlement Value will be zero.
Subject to the terms of the Currency Warrant Agreement, each Currency
Warrant may be irrevocably exercised, in whole but not in part, at or prior to
3:00 p.m., New York City time, on any New York Business Day from its date of
issuance until 3:00 p.m., New York City time, on the New York Business Day
immediately preceding the earlier of (i) March __, 1996 (the "Expiration Date")
and (ii) the Delisting Date, at which time the Currency Warrants shall expire
and all Currency Warrants evidenced hereby shall be automatically exercised and
otherwise shall be void. A Warrantholder of Currency Warrants evidenced by
this Global Warrant Certificate may exercise them only by
<PAGE> 41
2
transfer of such Currency Warrants on the records of the Depository Trust
Company free to the Currency Warrant Account (as defined in the Currency
Warrant Agreement) and pursuant to an irrevocable Exercise Notice delivered to
the Currency Warrant Agent from a Participant (as defined in the Currency
Warrant Agreement) acting on behalf of such Warrantholder. Except in the case
of automatic exercise of the Currency Warrants, as set forth herein and in the
Currency Warrant Agreement, not fewer than 500 Currency Warrants may be
exercised by or on behalf of any one Warrantholder at any one time.
This Global Warrant Certificate shall not be valid unless manually
countersigned by the Currency Warrant Agent.
IN WITNESS WHEREOF, Lehman Brothers Holdings, Inc. has caused this
instrument to be duly executed.
Dated: LEHMAN BROTHERS HOLDINGS INC.
By
--------------------------
Title:
[SEAL]
Attest:
By
------------------------
Title:
Countersigned for authentication
only as of the date above written:
Citibank, N.A.,
as Currency Warrant Agent
By
------------------------
Authorized Officer
<PAGE> 42
3
[REVERSE]
Japanese Yen Bear Warrants
Expiring March __, 1996
The Currency Warrants evidenced by this Global Warrant Certificate
are part of a duly authorized issue of Currency Warrants issued by the Company
pursuant to a Currency Warrant Agreement, dated as of March __, 1994 (the
"Currency Warrant Agreement"), among the Company, Citibank, N.A. (the "Currency
Warrant Agent") and Lehman Brothers Inc. (the "Calculation Agent") and is
subject to the terms and provisions contained in the Currency Warrant
Agreement, to all of which terms and provisions the Warrantholders, the
entities through which such Warrantholders hold their beneficial interests in
the Currency Warrants and the registered holder of this Global Warrant
Certificate consent by acceptance of this Global Warrant Certificate and which
Currency Warrant Agreement is hereby incorporated by reference in and made a
part of this Global Warrant Certificate. A copy of the Currency Warrant
Agreement is on file at the Warrant Agent's Office (as defined herein).
The Currency Warrants constitute direct, unconditional and unsecured
contractual obligations of the Company and rank on a parity with the Company's
other unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.
Subject to the provisions hereof and of the Currency Warrant
Agreement, each Currency Warrant may be irrevocably exercised, as a whole but
not in part, at or prior to 3:00 p.m., New York City time, on any New York
Business Day (as defined herein) from its date of issuance until 3:00 p.m., New
York City time, on the fifth New York Business Day immediately preceding the
earlier of (i) the Expiration Date or (ii) the Delisting Date (as defined
herein). A Warrantholder of Currency Warrants evidenced by this Global Warrant
Certificate may exercise them only by transfer of such Currency Warrants on the
records of the Depository Trust Company free to the Currency Warrant Account
and by delivering an exercise notice in substantially identical form to the
exercise notice attached hereto, duly completed and executed by the Participant
through which such Warrantholder holds its Currency Warrants, to the Warrant
Agent's offices in the Borough of Manhattan, New York City (the "Warrant
Agent's Office"), which are, on the date hereof, located at 111 Wall Street,
5th Floor, New York, New York 10043, Attention: Corporate Trust Department.
Except in the case of automatic exercise of the Currency Warrants, as set forth
herein and in the Currency Warrant Agreement, not fewer than 500 Currency
Warrants may be exercised by or on behalf of any one Warrantholder at any one
time.
The "Cash Settlement Value" of an exercised Currency Warrant will be
calculated by the Calculation Agent no later than
<PAGE> 43
4
5:00 p.m., New York City time, on the Valuation Date and will equal an amount
in U.S. Dollars equal to the greater of (i) zero and (ii) the amount (rounded
down to the nearest cent) computed by subtracting from U.S. $100 an amount
equal to the product of U.S. $100 times a fraction, the numerator of which in
Y per U.S. Dollar (the "Strike Rate") and the denominator of which is
the spot exchange rate of the Japanese Yen for the U.S. Dollars (expressed or a
number of Japanese Yen per U.S. Dollar and determined by the Calculation
Agent) at 10:00 a.m., New York City time, on the applicable Valuation Date (the
"Spot Rate"). If the Strike Rate for such Valuation Date is equal to or exceeds
the Spot Rate, the Cash Settlement Value will be zero.
The Company has appointed Lehman Brothers Inc. to be its Calculation
Agent to make certain calculations, as described in the Currency Warrant
Agreement and herein. The Calculation Agent shall act as an independent expert
and not as an agent of the Company. Unless otherwise provided by the Currency
Warrant Agreement, the calculations of the Calculation Agent and the
determinations of the Currency Warrant Agent under the Currency Warrant
Agreement and this Global Warrant Certificate shall, absent manifest error, be
final and binding on the Company and the Warrantholders.
Subject to the Currency Warrant Agreement and this Global Warrant
Certificate, and except in the case of automatic exercise on the Expiration
Date or the Delisting Date, the valuation date (the "Valuation Date") for a
Currency Warrant shall be the New York Business Day next succeeding the New
York Business Day (the "Exercise Date") on which the Currency Warrant Agent has
received the Currency Warrant, with the exercise notice below (or an exercise
notice in substantially identical form delivered herewith), duly completed and
executed, at or prior to 3:00 p.m., New York City time; and if the Currency
Warrant Agent shall receive any such Currency Warrant after 3:00 p.m., New York
City time, on such date, then such Global Warrant Certificate shall be deemed
to have been received at or prior to 3:00 p.m., New York City time, on the next
succeeding New York Business Day (which shall be the Exercise Date for such
Currency Warrants), and in such event the Valuation Date shall be the next New
York Business Day following such Exercise Date.
If the exercise notice is not rejected as provided in the Currency
Warrant Agreement, then the Calculation Agent will determine the Cash
Settlement Value of the exercised Currency Warrants in accordance with the
terms of the Currency Warrant Agreement.
Any exercise of the Currency Warrants will be irrevocable.
Except in the case of Currency Warrants subject to automatic
exercise, payment shall be made available to the appropriate Participant after
3:00 p.m. on the fifth New York
<PAGE> 44
5
Business Day following the Valuation Date for such Currency Warrants in the
form of a cashier's check or an official bank check, or (in the case of
payments of at least $100,000) by wire transfer to a U.S. Dollar bank account
maintained by such Participant in the United States (at the Participant's
election as specified in the exercise notice), in an amount equal to the
aggregate Cash Settlement Value or Alternative Settlement Amount, as
applicable, of the exercised Currency Warrants.
All Currency Warrants for which the Currency Warrant Agent has not
received a notice of exercise in proper form by 3:00 p.m., New York City time,
on the New York Business Day preceding the earlier of (i) the Expiration Date
or (ii) the Delisting Date, as the case may be, or for which the Currency
Warrant Agent has received an exercise notice in proper form but with respect
to which timely delivery of the relevant Currency Warrant has not been made
will be deemed automatically exercised on the Expiration Date or the Delisting
Date, as the case may be, without any requirement of delivery of an exercise
notice to the Currency Warrant Agent. Accordingly, the Exercise Date for such
Currency Warrants shall be the Expiration Date or Delisting Date, as the case
may be, or, if such Date is not a New York Business Day, the next succeeding
New York Business Day and the Valuation Date for such Currency Warrants shall
be the first New York Business Day following the Exercise Date for such
Currency Warrants. "Delisting Date" shall mean the effective date on which the
Currency Warrants are delisted from, or permanently suspended from trading
(within the meaning of the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission thereunder) on, the
American Stock Exchange (or any successor Self-Regulatory Organization) and not
accepted at the same time for listing on another Self-Regulatory Organization.
"Self-Regulatory Organization" means a self-regulatory organization on which
warrants are traded and the rules of which are filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934.
Payment with respect to automatically exercised Currency Warrants
shall be made available to the Depository in the form of a cashier's check or
an official bank check, or (in the case of payments of at least $100,000) by
wire transfer to a U.S. Dollar bank account maintained by the Participant in
the United States (at the Participant's election) after 3:00 p.m. on the fifth
New York Business Day following the Valuation Date, against receipt by the
Currency Warrant Agent at the Warrant Agent's Office of the Global Warrant
Certificate, for automatically exercised Currency Warrants, that were exercised
on the Expiration Date or the Delisting Date, as the case may be. Such payment
shall be in the amount of the aggregate Cash Settlement Value or the
Alternative Settlement Amount, as applicable, in respect of the Currency
Warrants evidenced by the Global Warrant Certificate that were exercised on the
Expiration Date or the Delisting Date, as the case may be.
<PAGE> 45
6
In the case of delisting of the Currency Warrants as described in the
Currency Warrant Agreement, Warrantholders shall be entitled to receive, in
lieu of the Cash Settlement Value, the Alternative Settlement Amount. The
Alternative Settlement Amount of a Currency Warrant will be calculated by the
Calculation Agent as of 10:00 a.m., New York City time, on the Valuation Date
and will equal an amount in U.S. Dollars (rounded down to the nearest cent)
which is equal to the amount "X" calculated using the formula set forth below:
X = I + ((A/B) x (T-Z))
where
I = the Cash Settlement Value of the Currency Warrants determined as
described above;
A = the total number of days from but excluding the Valuation Date for
such Currency Warrants to and including the Expiration Date;
B = the total number of days from but excluding the date the Currency
Warrants were initially sold to and including the Expiration Date;
T = , the initial offering price per Currency Warrant; and
Z = the lesser of T or I.
Prior to due presentment for registration of transfer, the Company,
the Currency Warrant Agent, and any agent of the Company or the Currency
Warrant Agent, may deem and treat the registered owner hereof as the absolute
owner of the Currency Warrants evidenced hereby (notwithstanding any notation
of ownership or other writing hereon) for any purpose whatsoever, and as the
person entitled to exercise the rights represented by the Currency Warrants
evidenced hereby, and neither the Company nor the Currency Warrant Agent, nor
any agent of the Company or the Currency Warrant Agent, shall be affected by
any notice to the contrary.
The Currency Warrant Agent shall, in accordance with the Currency
Warrant Agreement, from time to time register the transfer of this Global
Warrant Certificate upon the records to be maintained by it for that purpose at
the Warrant Agent's Office upon surrender hereof, duly endorsed, or accompanied
by a written instrument or instruments of transfer in form satisfactory to the
Currency Warrant Agent, duly executed by the registered holder hereof or by its
duly appointed legal representative or duly authorized attorney, such signature
to be guaranteed by a bank or trust company located, or with a correspondent
office, in New York City or by a broker or dealer which
<PAGE> 46
7
is a member of a national securities exchange, or in any other manner
acceptable to the Currency Warrant Agent. Upon any such registration of
transfer, a new Global Warrant Certificate shall be issued to the
transferee(s).
No service charge shall be made for any registration of transfer or
exchange of this Global Warrant Certificate, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
this Global Warrant Certificate, other than exchanges pursuant to the Currency
Warrant Agreement not involving any transfer.
Capitalized terms included herein but not defined herein have the
meanings assigned thereto in the Currency Warrant Agreement.
References herein to "U.S. Dollars" or "$" are to the lawful currency
of the United States of America and to "Japanese Yen" or "Y" are to the lawful
currency of Japan. As used herein, a "New York Business Day" means any day
other than (i) a Saturday, Sunday or a day on which either the American Stock
Exchange or the New York Stock Exchange is not open for securities trading or
commercial banks in New York City are required or authorized by law or
executive order to remain closed.
The Currency Warrant Agreement and the terms of the Currency Warrants
are subject to amendment, as provided in the Currency Warrant Agreement.
THIS GLOBAL WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
<PAGE> 47
EXHIBIT B-1
EXERCISE NOTICE
(For Currency Warrants Represented by the Global Warrant Certificate)
Citibank, N.A.
c/c Citicorp Data Distribution Inc.
404 Sette Drive
Paramus, New Jersey 07652 (Facsimile: (201) 262-7521)
(Telephone: (201) 262-5444)
1. Reference is made to the Currency Warrant Agreement dated as of
March __, 1994 (the "Currency Warrant Agreement"), among Lehman Brothers
Holdings Inc. (the "Company"), Citibank, N.A., as warrant agent (the "Currency
Warrant Agent"), and Lehman Brothers Inc., as calculation agent (the
"Calculation Agent"). On behalf of certain beneficial owners, each of whom is
exercising no fewer than 500 Currency Warrants that are covered by this
Exercise Notice and whose Currency Warrants have been, or will be, transferred
to the Currency Warrant Agent's DTC Participant Account, entitled Citibank,
N.A. Corporate Trust Warrant Agent Account, No. ------------- (the "Currency
Warrant Account"), ------------ Currency Warrants (the "Exercised Warrants")
are hereby irrevocably exercised.
2. The Participant hereby directs the Currency Warrant Agent to pay
the Cash Settlement Value or the Alternative Settlement Amount, as applicable,
with respect to the Exercised Warrants:
/ / By cashier's check or an official bank check;
or
/ / By wire transfer to the following U.S.
Dollar bank account in the United
States:
(Minimum payments of $100,000 only)
Bank: ----------------------------
ABA Routing No.: -----------------
Account No: -------- Reference:-------------
Dated: 19
<PAGE> 48
2
[NAME OF DEPOSITORY
PARTICIPANT]
(Participant Number]
by
----------------------
Authorized Signature
Address:
Telephone: ( )
<PAGE> 49
EXHIBIT C-1
CONFIRMATION OF EXERCISE
[For Currency Warrants Represented by Warrant Certificates]
[Name of Warrantholder]
[Address]
We hereby confirm receipt of your Exercise Notice with respect to
Currency Warrants (the "Exercised Warrants") and the related Warrant
Certificates, which we have found to be duly completed and in proper form. The
Valuation Date of the Exercised Warrants was , 19 .
We hereby confirm that the aggregate [Cash Settlement Value]
[Alternative Settlement Amount] of the Exercised Warrants is $
($ per Warrant), which will be made available to you [in the form of a
cashiers check or an official bank check] [by wire transfer to the bank account
designated in your irrevocable Exercise Notice, in New York Clearing House
funds,] for payment after 3:00 p.m. on the fifth New York Business Day
following the Valuation Date for such Currency Warrants.
Capitalized terms included herein but not defined have the meanings
assigned thereto in the Currency Warrant Agreement, dated as of March __, 1994,
among Lehman Brothers Holdings, Inc., Citibank, N.A., as Currency Warrant Agent
and Lehman Brothers Inc., as Calculation Agent.
Dated: , 19
CITIBANK, N.A., as Warrant
Agent,
by
--------------------------
Authorized Signature
<PAGE> 50
EXHIBIT C-2
CONFIRMATION OF EXERCISE
[For Currency Warrants Represented by
the Global Warrant Certificate]
[Name of Depository Participant]
[Address]
We hereby confirm receipt of your Exercise Notice with respect
to Currency Warrants (the "Exercised Warrants") which were
transferred by you (or on your behalf) to our DTC Participant Account
No. -------------. Such Exercise Notice we have found to be duly completed
and in proper form. The Valuation Date of the Exercised Warrants was
, 19 .
We hereby confirm that the aggregate Cash Settlement Value of the
Exercised Warrants is $ ($ per Currency Warrant), which will be made
available to you [in the form of a cashiers check or an official bank check]
[by wire transfer to the bank account designated in your irrevocable of
Exercise Notice, in New York Clearing House funds,] for payment after 3:00 p.m.
on the fifth New York Business Day following the Valuation Date for such
Currency Warrants.
Capitalized terms included herein but not defined have the meanings
assigned thereto in the Currency Warrant Agreement dated as of March __, 1994,
among Lehman Brothers Holdings Inc., Citibank, N.A., as Currency Warrant
Agent as Currency Warrant Agent, and Lehman Brothers Inc. as Calculation Agent.
Dated: , 19
CITIBANK, N.A., as Warrant
Agent,
by
----------------------
Authorized Signature
<PAGE> 51
D-1
NOTICE OF REJECTION
[For Warrants Represented by Warrant Certificates]
[Name of Warrantholder]
[Address]
You are hereby notified that [the Exercise Notice delivered by you
was determined by us not to have been [duly completed] [in proper form]] [the
Currency Warrants to which the Exercise Notice delivered by you relates were
not received at the Warrant Agent's Office], as set forth in the Currency
Warrant Agreement, dated as of March __, 1994, among Lehman Brothers Holdings
Inc., Citibank, N.A., as Currency Warrant Agent and Lehman Brothers Inc., as
Calculation Agent. Accordingly, we have rejected your Exercise Notice.
Capitalized terms used but not defined herein have the meanings
assigned thereto in the Currency Warrant Agreement.
Dated: , 19
CITIBANK, N.A., as Warrant
Agent,
by
----------------------
Authorized Signature
