<PAGE> 1
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)
<TABLE>
<S> <C>
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)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act
<TABLE>
<S> <C>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------
--% Micron Yield Enhanced Equity Linked American Stock Exchange, Inc.
Debt Securities Due 1997
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are _% Micron Yield Enhanced Equity
Linked Debt Securities Due 1997 (the "Securities") of Lehman Brothers Holdings
Inc. (the "Registrant") and shall be issued under the Registrant's Registration
Statements on Form S-3 (File Nos. 33-53651 and 33-58548). A description of the
Securities 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.
1. Specimen of the Securities to be registered hereunder.
2.(a) Standard Multiple Series Indenture Provisions dated July 30,
1987, as amended November 16, 1987 (Incorporated by reference
to Exhibit 4(a) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-16141 filed November 16, 1987).
2.(b) Indenture dated as of September 1, 1987, between the
Registrant and Citibank, N.A., as Trustee ("Citibank")
(Incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 1 to Registration Statement No. 33-16141 filed
November 16, 1987).
2.(c) Supplemental Indenture dated as of November 25, 1987, between
the Registrant and Citibank (Incorporated by reference to
Exhibit 4(m) to Registration Statement No. 33-25797 filed
November 25, 1988).
2.(d) Second Supplemental Indenture dated as of November 27, 1990,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 4(e) to Registration Statement No. 33-49062 filed
June 30, 1992).
2.(e) Third Supplemental Indenture dated as of September 13, 1991,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 4(f) to Registration Statement No. 33-46146 filed
March 10, 1992).
2.(f) Fourth Supplemental Indenture dated as of October 4, 1993,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 2(f) to Form 8-A filed October 7, 1993).
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.
<TABLE>
<S> <C>
LEHMAN BROTHERS HOLDINGS INC.
(Registrant)
Date: July 13, 1994 By /s/ Maxine Gerson
-----------------------------------
Maxine Gerson
Vice President
</TABLE>
<PAGE> 3
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
1. Specimen of the Securities to be registered hereunder.
2.(a) Standard Multiple Series Indenture Provisions dated
July 30, 1987, as amended November 16, 1987 (Incorporated
by reference to Exhibit 4(a) to Post-Effective Amendment
No. 1 to Registration Statement No. 33-16141 filed November
16, 1987).
2.(b) Indenture dated as of September 1, 1987, between the
Registrant and Citibank, N.A., as Trustee ("Citibank")
(Incorporated by reference to Exhibit 4(b) to Post-Effective
Amendment No. 1 to Registration Statement No. 33-16141 filed
November 16, 1987).
2.(c) Supplemental Indenture dated as of November 25, 1987,
between the Registrant and Citibank (Incorporated by
reference to Exhibit 4(m) to Registration Statement No.
33-25797 filed November 25, 1988).
2.(d) Second Supplemental Indenture dated as of November 27, 1990,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 4(e) to Registration Statement No. 33-49062 filed
June 30, 1992).
2.(e) Third Supplemental Indenture dated as of September 13, 1991,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 4(f) to Registration Statement No. 33-46146 filed
March 10, 1992).
2.(f) Fourth Supplemental Indenture dated as of October 4, 1993,
between the Registrant and Citibank (Incorporated by reference
to Exhibit 2(f) to Form 8-A filed October 7, 1993).
<PAGE> 1
LEHMAN BROTHERS HOLDINGS INC.
-- % Micron Yield Enhanced Equity
Linked Debt Securities Due 1997
("YEELDS(SM)")
Number YEELDS
Issue Price Per YEELD: $----- Cusip -------------
See Reverse for Certain Definitions
Lehman Brothers Holdings Inc., a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called
"Holdings"), for value received, hereby promises to pay to ________ or
registered assigns, at the office or agency of Holdings in the Borough of
Manhattan, The City of New York, on July __, 1997, subject to extension as
provided on the reverse hereof, for each of the YEELDS represented hereby, the
principal amount which will equal the lesser of (a) % of the Issue Price or
(b) 50% of the average Closing Price per share of the Common Stock (the "Micron
Common Stock") of Micron Technology, Inc. ("Micron"), subject to adjustment as
a result of certain dilution events, for the 10 Trading Days immediately prior
to Maturity and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) from July __, 1994, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly on
each January , April, July __ and October __ in each year, commencing October
__, 1994 (each an "Interest Payment Date"), at the rate per annum of % of
the Issue Price until the principal hereof is paid or duly provided for.
The interest so payable on each Interest Payment Date will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Security is registered
on the close of business on the last day of the calendar month preceding such
Interest Payment Date. Interest may at the option of Holdings, be paid by
check mailed to the Person entitled thereto at such persons address as it
appears on the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by the Trustee under the Indenture referred to on the reverse hereof.
<PAGE> 2
2
IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused
this instrument to be signed by its Chairman of the Board, its President, its
Vice Chairman, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.
LEHMAN BROTHERS HOLDINGS INC.
Dated: By:
------------------------
Chief Executive Officer and
President
[SEAL]
Attest:
------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.
CITIBANK, N.A.
as Trustee
By:
-------------------------
Authorized Signatory
<PAGE> 3
3
[Form of Reverse of Security]
This Security is one of a duly authorized series of Securities
of Holdings designated as _____% Micron Yield Enhanced Equity Linked Debt
Securities Due 1997 (herein called the "Securities"). This series of
Securities is one of an indefinite number of series of debt securities of
Holdings, issued and to be issued under an indenture, dated as of September 1,
1987, as amended (herein called the "Indenture"), duly executed and delivered
by Holdings and Citibank N.A., as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of Holdings, the Trustee and the Holders of the
Securities.
The Securities will mature on July __, 1997 (the "Stated
Maturity"), subject to extension in the case of certain Non-Trading Days, but
in any event not later than July __, 1997. At Maturity, the Holder of this
Security will be entitled to receive the principal amount, which will equal the
lesser of (a) % of the Issue Price or (b) 50% of the average Closing Price
per share of the Micron Common Stock, subject to adjustment as a result of
certain dilution events for the 10 Trading Days immediately prior to Maturity.
In the event that any of the 10 Business Days immediately
prior to July __, 1997 is not a Trading Day (a "Non- Trading Day"), this
Security will not mature on July __, 1997, but the Maturity will be suspended
one Trading Day for each Non- Trading Day and the average Closing Price of
Micron Common Stock shall be based on the 10 most recent Trading Days prior to
maturity; provided, however, that this Security will mature in any event not
later than July __, 1997.
The closing price of Micron Common Stock used to calculate the
principal amount payable at Maturity of the Securities shall be subject to
adjustment as described below to the extent that any of the events requiring
such adjustment occur during the period commencing on July __, 1994 and ending
at the Maturity of the Securities:
(i) Micron Common Stock Dividends, Extraordinary Cash
Dividends and Other Distributions. If a dividend or other
distribution is declared (a) on any class of Micron's capital stock
(or on the capital stock of any Micron Survivor, as defined in (iv)
below) payable in shares of Micron Common Stock (or the common stock
of any Micron Survivor) or (b) on Micron Common Stock payable in cash
in an amount greater than 10% of the Closing Price of Micron Common
Stock on the date fixed for the determination of the shareholders of
Micron entitled to receive such cash
<PAGE> 4
4
dividend (an "Extraordinary Cash Dividend"), then the Closing Price of
Micron Common Stock (or the common stock of any Micron Survivor) at
the close of business on each Trading Day following the date (the
"Micron Record Date") fixed for the determination of the shareholders
of Micron (or any Micron Survivor) entitled to receive such
distribution shall (for purposes of calculating the principal amount
of the Securities payable at Maturity) be increased by multiplying
such Closing Price by a fraction of which the numerator shall be the
sum of (x) the number of shares of Micron Common Stock (or the common
stock of any Micron Survivor) outstanding on the Micron Record Date
(y) plus the number of shares constituting such distribution or, in
the case of an Extraordinary Cash Dividend, the number of shares of
Micron Common Stock that could be purchased with the amount of such
Extraordinary Cash Dividend at the Closing Price of Micron Common
Stock on the Trading Day immediately subsequent to such Micron Record
Date, and the denominator shall be the number of shares of Micron
Common stock (or the common stock of any Micron Survivor) outstanding
on the Micron Record Date.
(ii) Subdivisions and Combinations of Micron Common Stock.
In the event that the outstanding shares of Micron Common Stock (or
the common stock of any Micron Survivor) are subdivided into a greater
number of shares, the Closing Price of Micron Common Stock (or the
common stock of any Micron Survivor) used to calculate the principal
amount of the Securities payable at Maturity on each Trading Day
following the date on which such subdivision becomes effective will be
proportionately increased, and, conversely, in the event that the
outstanding shares of Micron Common stock (or the common stock of any
Micron Survivor) are combined into a smaller number of shares, such
Closing Price will be proportionately reduced.
(iii) Reclassifications of Micron Common Stock. In the
event that Micron Common Stock (or the common stock of any Micron
Survivor) is changed into the same or a different number of shares of
any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (except to the extent otherwise provided
in (i) or (ii) above or pursuant to a consolidation, merger, sale,
transfer, lease or conveyance, liquidation, dissolution or winding up,
as described in (iv) below), the principal amount of the Securities
payable at Maturity shall be calculated by using the Closing Prices of
the shares of stock into which a share of Micron Common Stock (or the
common stock of any Micron Survivor) was changed on each Trading Day
following the effectiveness of such change.
(iv) Dissolution of Micron; Mergers, Consolidations or
Sales of Assets in which Micron is not the Surviving Entity;
Spin-Offs. In the event of any (A) consolidation or merger
<PAGE> 5
5
of Micron, or any surviving entity or subsequent surviving entity of
Micron (a "Micron Survivor") with or into another entity (other than a
consolidation or merger in which Micron is the surviving entity), (B)
sale, transfer, lease or conveyance of all or substantially all of the
assets of Micron or any Micron Survivor, (C) liquidation, dissolution
or winding up of Micron or any Micron Survivor or (D) any declaration
of a distribution on Micron Common Stock of the common stock of any
subsidiary of Micron (an "Micron Spin-Off") (any of the events
described in (A), (B), (C) or (D), a "Reorganization Event"), the
principal amount of a Security payable at Maturity will be the value
of the cash and other property (including securities) received by a
holder of a share of Micron Common stock in any such Reorganization
Event plus, in the case of a Micron Spin-Off, the value of a share of
Micron Common Stock, or, to the extent that such holder obtains
securities in any Reorganization Event, the value of the cash and
other property received by the holder of such securities in any
subsequent Reorganization Event. For purposes of determining the
principal amount payable at the Maturity of the Securities, the value
of (A) any cash and other property (other than listed securities)
received in any such Reorganization Event will be an amount equal to
the value of such cash and other property at the effective time of
such Reorganization Event and (B) any property consisting of listed
securities received in any such Reorganization Event will be an amount
equal to the average Closing Prices of such listed securities for the
10 Trading Days immediately prior to Maturity.
NOTWITHSTANDING THE FOREGOING, THE PRINCIPAL AMOUNT OF EACH
YEELD PAYABLE AT MATURITY WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED % OF THE
ISSUE PRICE.
The Trustee shall fully rely on the determination by the
Calculation Agent of the principal amount due at Maturity and shall have no
duty to make any such determination.
This Security is not redeemable by Holdings or repayable at
the option of the Holder prior to Stated Maturity and is not subject to any
sinking fund.
If an Event of Default (as defined in the Indenture) with
respect to the Securities shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture. The amount payable to the Holder hereof upon
any acceleration permitted under the Indenture will be equal to: (i) the
principal amount hereof (determined as though the securities matured on the
date of acceleration) plus (ii) the amount of accrued and unpaid interest
calculated to the date of the payment of such principal amount.
<PAGE> 6
6
The Indenture contains provisions permitting Holdings and the
Trustee, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of each series of Holdings' debt securities at the time
Outstanding to be affected, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the debt
securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) extend the fixed maturity of any debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
thereon payable in any coin or currency other than that hereinabove provided,
without the consent of the holder of each debt security so affected, or (ii)
change the place of payment on any debt security, or impair the right to
institute suit for payment on any debt security, or reduce the aforesaid
percentage of debt securities, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of each
debt security so affected. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of any series of debt securities, the
holders of a majority in aggregate principal amount of the debt securities of
such series Outstanding may on behalf of the holders of all the debt securities
of such series waive any past default or Event of Default under the Indenture
with respect to such series and its consequences, except a default in the
payment of interest, if any, on or the principal of, or premium if any, on any
of the debt securities of such series, or in the payment of any sinking fund
installment or analogous obligation with respect to debt securities of such
series. Any such consent or waiver by the Holder hereof shall be conclusive
and binding upon such Holder and upon all future holders and owners of this
Security and any Securities which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Security or such other Securities.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of Holdings,
which is absolute and unconditional, to pay the principal amount plus the
interest with respect to this Security and any interest on the overdue amount
thereof at the places, at the respective times, at the rate, and in the coin or
currency herein prescribed.
The Securities are issuable in denominations of $_____ and any
integral multiple of $_____. At the option of the holders thereof, either at
the office or agency to the designated and maintained by Holdings for such
purpose in the Borough of Manhattan, The City of New York, pursuant to the
provisions of the Indenture or at any of such other offices or agencies as may
be designated and maintained by Holdings for such purpose
<PAGE> 7
7
pursuant to the provisions of the Indenture and in the manner and subject to
the limitations provided in the Indenture, but without the payment of any
service charge, except for any tax or other government charges imposed in
connection therewith, Securities may be exchanged for new Securities
representing in the aggregate the same number of YEELDS.
Holdings, the Trustee, and any agent of Holdings or of the
Trustee may deem and treat the registered holder hereof as the absolute owner
of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment hereof, or on account hereof, and for all other
purposes and neither Holdings nor the Trustee nor any agent of Holdings or of
the Trustee shall be affected by any notice to the contrary. All such payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, effectually satisfy and discharge liability for moneys
payable on this Security.
No recourse for the payment of the principal of, premium, if
any, or interest on this Security, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of Holdings in the Indenture or any indenture supplemental thereto or
in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of Holdings or of any successor
corporation, either directly or through Holdings or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or agency in a Place of Payment for this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to Holdings and the Security Registrar requiring such
written instrument of transfer duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Set forth below are definitions of some of the terms used in
this Security.
<PAGE> 8
8
"Business Day" means any day that is not a Saturday, a Sunday
or a day on which the New York Stock Exchange, the American Stock Exchange or
any other national securities exchange is authorized or obligated by law or
executive order to close.
"Calculation Agent" means Lehman Brothers Inc., or, in lieu
thereof, another firm selected by Holdings to perform the functions of the
Calculation Agent in connection with the YEELDS.
"Closing Price" of any security on any date of determination
means the closing sale price or last reported sale price of such security on
the New York Stock Exchange Composite Tape on such date or, if such security is
not listed for trading on the New York Stock Exchange on any such date, on such
other national securities exchange or association that is the primary market
for the trading of such security.
"Issue Price" means _____ (50% of the Closing Price of the
Micron Common Stock on July __, 1994, as reported on the New York Stock
Exchange Composite Tape).
"Maturity" means the date on which the principal amount hereof
becomes due and payable as provided herein or in the Indenture, whether at
Stated Maturity or by declaration of acceleration or otherwise.
"Trading Day" means a Business Day on which the security the
Closing Price of which is being determined (a) is not suspended from trading on
any national securities exchange or association at the close of business and
(b) has traded at least once on the national securities exchange or association
that is the primary market for the trading of such security.
All terms used but not defined in this Security are used
herein as defined in the Indenture.
By Purchasing a YEELD, the holder agrees with Holdings to
treat for federal income tax purposes a YEELD as consisting of (i) a debt
obligation ("Note") with an issue price equal to the issue price of a YEELD and
a fixed principal amount unconditionally payable at Maturity equal to the issue
price of a YEELD, bearing interest at the stated interest rate on a YEELD, and
(ii) the application of the proceeds from the principal repayment of the Note
at Maturity to a capped cash-settled forward purchase contract on Micron Common
Stock.
<PAGE> 9
9
The following abbreviations, when used in the inscription on
the face of the within Security, shall be construed as though they were written
out in full according to applicable laws or regulations.
<TABLE>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ------- Custodian -------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts to Minors
JT TEN - as joint tenants with right Act --------
survivorship and not as tenants (State)
in common
</TABLE>
Additional abbreviations may also be used though not in the above list.
--------------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/---------------/
/ /
/---------------/
- --------------------------------------------------------------------------------
(Name and Address of Assignee, including zip code, must be printed or
typewritten.)
- --------------------------------------------------------------------------------
the within Security, and all rights thereunder, hereby irrevocably constituting
and appointing
- --------------------------------------------------------------------------------
to transfer the said Security on the books of Holdings, with full power of
substitution in the premises.
Dated:
--------------------------------------
NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within in every particular, without
alteration or enlargement or any change whatever.
<PAGE> 10
LEHMAN BROTHERS HOLDINGS INC.
Global -- % Micron Yield Enhanced
Equity Linked Debt Securities Due 1997
("YEELDS(SM)")
Number YEELDS
Issue Price Per YEELD: $----- Cusip -------------
See Reverse for Certain Definitions
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
SENIOR INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY
OR BY A NOMINEE OF THE DEPOSITORY TO SUCH DEPOSITORY OR ANOTHER NOMINEE OF THE
DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS SECURITY IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TO HOLDINGS OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
SECURITIES IN CERTIFICATED FORM, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A
NOMINEE OF THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OR SUCH SUCCESSOR DEPOSITORY.
Lehman Brothers Holdings Inc., a corporation duly organized
and existing under the laws of the State of Delaware (hereinafter called
"Holdings"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, at the office or agency of Holdings in the Borough of
Manhattan, The City of New York, on July __, 1997, subject to extension as
provided on the reverse hereof, for each of the YEELDS represented hereby, the
principal amount which will equal the lesser of (a) % of the Issue Price or
(b) 50% of the average Closing Price per share of the Common Stock (the "Micron
Common Stock") of Micron Technology, Inc. ("Micron"), subject to adjustment as
a result of certain dilution events, for the 10 Trading Days immediately prior
to Maturity and to pay interest
<PAGE> 11
2
(computed on the basis of a 360-day year of twelve 30-day months) from July __,
1994, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, quarterly on each January , April, July __ and
October __ in each year, commencing October __, 1994 (each an "Interest Payment
Date"), at the rate per annum of % of the Issue Price until the principal
hereof is paid or duly provided for.
The interest so payable on each Interest Payment Date will,
subject to certain exceptions provided in the Indenture referred to on the
reverse hereof, be paid to the Person in whose name this Security is registered
on the close of business on the last day of the calendar month preceding such
Interest Payment Date. Interest may at the option of Holdings, be paid by
check mailed to the Person entitled thereto at such persons address as it
appears on the Security Register.
Payments of interest hereon will be made in same-day funds in
accordance with existing arrangements between the Trustee (or any duly
appointed Paying Agent) and the Depository. Any principal, premium and/or
interest payable hereon at Maturity will be paid by wire transfer in
immediately available funds to an account specified by the Depository.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
This Security shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed
by the Trustee under the Indenture referred to on the reverse hereof.
IN WITNESS WHEREOF, Lehman Brothers Holdings Inc. has caused
this instrument to be signed by its Chairman of the Board, its President, its
Vice Chairman, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, by manual or facsimile signature under its corporate seal, attested
by its Secretary or one of its Assistant Secretaries by manual or facsimile
signature.
LEHMAN BROTHERS HOLDINGS INC.
Dated: By:
-----------------------
Chief Executive Officer and
President
[SEAL]
Attest:
-----------------------
Assistant Secretary
<PAGE> 12
3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.
CITIBANK, N.A.
as Trustee
By:
--------------------------
Authorized Signatory
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[Form of Reverse of Security]
This Security is one of a duly authorized series of Securities
of Holdings designated as _____% Micron Yield Enhanced Equity Linked Debt
Securities Due 1997 (herein called the "Securities"). This series of
Securities is one of an indefinite number of series of debt securities of
Holdings, issued and to be issued under an indenture, dated as of September 1,
1987, as amended (herein called the "Indenture"), duly executed and delivered
by Holdings and Citibank N.A., as trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of Holdings, the Trustee and the Holders of the
Securities.
The Securities will mature on July __, 1997 (the "Stated
Maturity"), subject to extension in the case of certain Non-Trading Days, but
in any event not later than July __, 1997. At Maturity, the Holder of this
Security will be entitled to receive the principal amount, which will equal the
lesser of (a) % of the Issue Price or (b) 50% of the average Closing Price
per share of the Micron Common Stock, subject to adjustment as a result of
certain dilution events for the 10 Trading Days immediately prior to Maturity.
In the event that any of the 10 Business Days immediately
prior to July __, 1997 is not a Trading Day (a "Non- Trading Day"), this
Security will not mature on July __, 1997, but the Maturity will be suspended
one Trading Day for each Non- Trading Day and the average Closing Price of
Micron Common Stock shall be based on the 10 most recent Trading Days prior to
maturity; provided, however, that this Security will mature in any event not
later than July __, 1997.
The closing price of Micron Common Stock used to calculate the
principal amount payable at Maturity of the Securities shall be subject to
adjustment as described below to the extent that any of the events requiring
such adjustment occur during the period commencing on July __, 1994 and ending
at the Maturity of the Securities:
(i) Micron Common Stock Dividends, Extraordinary Cash
Dividends and Other Distributions. If a dividend or other
distribution is declared (a) on any class of Micron's capital stock
(or on the capital stock of any Micron Survivor, as defined in (iv)
below) payable in shares of Micron Common Stock (or the common stock
of any Micron Survivor) or (b) on Micron Common Stock payable in cash
in an amount greater than 10% of the Closing Price of Micron Common
Stock on the date fixed for the determination of the shareholders of
Micron entitled to receive such cash
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dividend (an "Extraordinary Cash Dividend"), then the Closing Price of
Micron Common Stock (or the common stock of any Micron Survivor) at
the close of business on each Trading Day following the date (the
"Micron Record Date") fixed for the determination of the shareholders
of Micron (or any Micron Survivor) entitled to receive such
distribution shall (for purposes of calculating the principal amount
of the Securities payable at Maturity) be increased by multiplying
such Closing Price by a fraction of which the numerator shall be the
sum of (x) the number of shares of Micron Common Stock (or the common
stock of any Micron Survivor) outstanding on the Micron Record Date
(y) plus the number of shares constituting such distribution or, in
the case of an Extraordinary Cash Dividend, the number of shares of
Micron Common Stock that could be purchased with the amount of such
Extraordinary Cash Dividend at the Closing Price of Micron Common
Stock on the Trading Day immediately subsequent to such Micron Record
Date, and the denominator shall be the number of shares of Micron
Common stock (or the common stock of any Micron Survivor) outstanding
on the Micron Record Date.
(ii) Subdivisions and Combinations of Micron Common Stock.
In the event that the outstanding shares of Micron Common Stock (or
the common stock of any Micron Survivor) are subdivided into a greater
number of shares, the Closing Price of Micron Common Stock (or the
common stock of any Micron Survivor) used to calculate the principal
amount of the Securities payable at Maturity on each Trading Day
following the date on which such subdivision becomes effective will be
proportionately increased, and, conversely, in the event that the
outstanding shares of Micron Common stock (or the common stock of any
Micron Survivor) are combined into a smaller number of shares, such
Closing Price will be proportionately reduced.
(iii) Reclassifications of Micron Common Stock. In the
event that Micron Common Stock (or the common stock of any Micron
Survivor) is changed into the same or a different number of shares of
any class or classes of stock, whether by capital reorganization,
reclassification or otherwise (except to the extent otherwise provided
in (i) or (ii) above or pursuant to a consolidation, merger, sale,
transfer, lease or conveyance, liquidation, dissolution or winding up,
as described in (iv) below), the principal amount of the Securities
payable at Maturity shall be calculated by using the Closing Prices of
the shares of stock into which a share of Micron Common Stock (or the
common stock of any Micron Survivor) was changed on each Trading Day
following the effectiveness of such change.
(iv) Dissolution of Micron; Mergers, Consolidations or
Sales of Assets in which Micron is not the Surviving Entity;
Spin-Offs. In the event of any (A) consolidation or merger
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of Micron, or any surviving entity or subsequent surviving entity of
Micron (a "Micron Survivor") with or into another entity (other than a
consolidation or merger in which Micron is the surviving entity), (B)
sale, transfer, lease or conveyance of all or substantially all of the
assets of Micron or any Micron Survivor, (C) liquidation, dissolution
or winding up of Micron or any Micron Survivor or (D) any declaration
of a distribution on Micron Common Stock of the common stock of any
subsidiary of Micron (an "Micron Spin-Off") (any of the events
described in (A), (B), (C) or (D), a "Reorganization Event"), the
principal amount of a Security payable at Maturity will be the value
of the cash and other property (including securities) received by a
holder of a share of Micron Common stock in any such Reorganization
Event plus, in the case of a Micron Spin-Off, the value of a share of
Micron Common Stock, or, to the extent that such holder obtains
securities in any Reorganization Event, the value of the cash and
other property received by the holder of such securities in any
subsequent Reorganization Event. For purposes of determining the
principal amount payable at the Maturity of the Securities, the value
of (A) any cash and other property (other than listed securities)
received in any such Reorganization Event will be an amount equal to
the value of such cash and other property at the effective time of
such Reorganization Event and (B) any property consisting of listed
securities received in any such Reorganization Event will be an amount
equal to the average Closing Prices of such listed securities for the
10 Trading Days immediately prior to Maturity.
NOTWITHSTANDING THE FOREGOING, THE PRINCIPAL AMOUNT OF EACH
YEELD PAYABLE AT MATURITY WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED % OF THE
ISSUE PRICE.
The Trustee shall fully rely on the determination by the
Calculation Agent of the principal amount due at Maturity and shall have no
duty to make any such determination.
This Security is not redeemable by Holdings or repayable at
the option of the Holder prior to Stated Maturity and is not subject to any
sinking fund.
If an Event of Default (as defined in the Indenture) with
respect to the Securities shall occur and be continuing, the principal of all
the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture. The amount payable to the Holder hereof upon
any acceleration permitted under the Indenture will be equal to: (i) the
principal amount hereof (determined as though the securities matured on the
date of acceleration) plus (ii) the amount of accrued and unpaid interest
calculated to the date of the payment of such principal amount.
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The Indenture contains provisions permitting Holdings and the
Trustee, with the consent of the holders of not less than 66-2/3% in aggregate
principal amount of each series of Holdings' debt securities at the time
Outstanding to be affected, evidenced as in the Indenture provided, to execute
supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or modifying in any manner the rights of the holders of the debt
securities of all such series; provided, however, that no such supplemental
indenture shall, among other things, (i) extend the fixed maturity of any debt
security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon or reduce any premium payable on
redemption, or make the principal thereof, or premium, if any, or interest
thereon payable in any coin or currency other than that hereinabove provided,
without the consent of the holder of each debt security so affected, or (ii)
change the place of payment on any debt security, or impair the right to
institute suit for payment on any debt security, or reduce the aforesaid
percentage of debt securities, the holders of which are required to consent to
any such supplemental indenture, without the consent of the holders of each
debt security so affected. It is also provided in the Indenture that, prior to
any declaration accelerating the maturity of any series of debt securities, the
holders of a majority in aggregate principal amount of the debt securities of
such series Outstanding may on behalf of the holders of all the debt securities
of such series waive any past default or Event of Default under the Indenture
with respect to such series and its consequences, except a default in the
payment of interest, if any, on or the principal of, or premium if any, on any
of the debt securities of such series, or in the payment of any sinking fund
installment or analogous obligation with respect to debt securities of such
series. Any such consent or waiver by the Holder hereof shall be conclusive
and binding upon such Holder and upon all future holders and owners of this
Security and any Securities which may be issued in exchange or substitution
hereof, irrespective of whether or not any notation thereof is made upon this
Security or such other Securities.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of Holdings,
which is absolute and unconditional, to pay the principal amount plus the
interest with respect to this Security and any interest on the overdue amount
thereof at the places, at the respective times, at the rate, and in the coin or
currency herein prescribed.
The Securities are issuable in denominations of $_____ and any
integral multiple of $_____. At the option of the holders thereof, either at
the office or agency to the designated and maintained by Holdings for such
purpose in the Borough of Manhattan, The City of New York, pursuant to the
provisions of the Indenture or at any of such other offices or agencies as may
be designated and maintained by Holdings for such purpose
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pursuant to the provisions of the Indenture and in the manner and subject to
the limitations provided in the Indenture, but without the payment of any
service charge, except for any tax or other government charges imposed in
connection therewith, Securities may be exchanged for new Securities
representing in the aggregate the same number of YEELDS.
Holdings, the Trustee, and any agent of Holdings or of the
Trustee may deem and treat the registered holder hereof as the absolute owner
of this Security (whether or not this Security shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment hereof, or on account hereof, and for all other
purposes and neither Holdings nor the Trustee nor any agent of Holdings or of
the Trustee shall be affected by any notice to the contrary. All such payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, effectually satisfy and discharge liability for moneys
payable on this Security.
No recourse for the payment of the principal of, premium, if
any, or interest on this Security, or for any claim based hereon or otherwise
in respect hereof, and no recourse under or upon any obligation, covenant or
agreement of Holdings in the Indenture or any indenture supplemental thereto or
in any Security, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, past, present or future, of Holdings or of any successor
corporation, either directly or through Holdings or any successor corporation,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the Corporate Trust Office or agency in a Place of Payment for this
Security, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to Holdings and the Security Registrar requiring such
written instrument of transfer duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Set forth below are definitions of some of the terms used in
this Security.
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"Business Day" means any day that is not a Saturday, a Sunday
or a day on which the New York Stock Exchange, the American Stock Exchange or
any other national securities exchange is authorized or obligated by law or
executive order to close.
"Calculation Agent" means Lehman Brothers Inc., or, in lieu
thereof, another firm selected by Holdings to perform the functions of the
Calculation Agent in connection with the YEELDS.
"Closing Price" of any security on any date of determination
means the closing sale price or last reported sale price of such security on
the New York Stock Exchange Composite Tape on such date or, if such security is
not listed for trading on the New York Stock Exchange on any such date, on such
other national securities exchange or association that is the primary market
for the trading of such security.
"Issue Price" means _____ (50% of the Closing Price of the
Micron Common Stock on July __, 1994, as reported on the New York Stock
Exchange Composite Tape).
"Maturity" means the date on which the principal amount hereof
becomes due and payable as provided herein or in the Indenture, whether at
Stated Maturity or by declaration of acceleration or otherwise.
"Trading Day" means a Business Day on which the security the
Closing Price of which is being determined (a) is not suspended from trading on
any national securities exchange or association at the close of business and
(b) has traded at least once on the national securities exchange or association
that is the primary market for the trading of such security.
All terms used but not defined in this Security are used
herein as defined in the Indenture.
By Purchasing a YEELD, the holder agrees with Holdings to
treat for federal income tax purposes a YEELD as consisting of (i) a debt
obligation ("Note") with an issue price equal to the issue price of a YEELD and
a fixed principal amount unconditionally payable at Maturity equal to the issue
price of a YEELD, bearing interest at the stated interest rate on a YEELD, and
(ii) the application of the proceeds from the principal repayment of the Note
at Maturity to a capped cash-settled forward purchase contract on Micron Common
Stock.
