As filed with the Securities and Exchange Commission on June 18, 1996
Registration Statement No. 33-64899
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEHMAN BROTHERS HOLDINGS INC.
(Exact name of Registrant as specified in its charter)
Delaware 6211 13-3216325
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
Thomas A. Russo, Esq.
3 World Financial Center 3 World Financial Center
New York, New York 10285 New York, New York 10285
(212) 298-2000 (212) 298-2000
(Address, including zip code, and telephone (Name, address, including zip
number, including area code, of Registrant's code, and telephone number,
principal executive offices) including area code, of agent
for service)
---------------
Copy to:
Jennifer Marre, Esq. Raymond W. Wagner, Esq.
Lehman Brothers Holdings Inc. Simpson Thacher & Bartlett
3 World Financial Center 425 Lexington Avenue
New York, New York 10285 New York, New York 10017
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<PAGE>
The purpose of this post-effective amendment is to deregister the
shares of 8.44% Cumulative Voting Preferred Stock (the "8.44% Preferred Stock")
of the registrant covered by Registration Statement No. 33-64899.
The Registration Statement was filed on December 11, 1995 on behalf of
American Express Company ("AXP") who at that time owned all of the shares of
8.44% Preferred Stock.. AXP had requested that the registrant file the
Registration Statement on their behalf to enable them to make a public offering
of such shares. Subsequent to the filing, AXP entered into an agreement with the
registrant whereby the registrant redeemed and retired all such shares.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 18th day of June,
1996.
Lehman Brothers Holdings Inc.
By: /s/ Michael R. Milversted
Michael R. Milversted
Treasurer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
*
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Richard S. Fuld, Jr. Chairman of the Board, Chief Executive June 18, 1996
Officer, and Director (principal
executive officer)
*
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T. Christopher Pettit President and Director June 18, 1996
*
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Charles B. Hintz Chief Financial Officer June 18, 1996
and Director
(principal financial and accounting
officer)
*
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David Goldfarb Controller June 18, 1996
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John F. Akers Director June 18, 1996
*
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Roger S. Berlind Director June 18, 1996
*
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Katsumi Funaki Director June 18, 1996
*
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Henry Kaufman Director June 18, 1996
________________*____
John D. Macomber Director June 18, 1996
_______________*______
Dina Merrill Director June 18, 1996
*
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Masataki Shimasaki Director June 18, 1996
* By: ________________________
Michael R. Milversted
Attorney-in-Fact
June 18, 1996
