SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 8, 1996
LEHMAN BROTHERS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9466 13-3216325
(Commission File Number) (IRS Employer Identification No.)
3 World Financial Center
New York, New York 10285
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including
area code: (212) 526-7000
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Item 5. Other Events
Filed herewith is a tax opinion issued with respect to the issuance of 8.30%
Quarterly Income Capital Securities, Series A Due December 31, 2035 (the
"Securities") by Lehman Brothers Holdings Inc. and referring to the prospectus
supplement filed with the Securities and Exchange Commission dated Febraury 8,
1996 relating to the Securities.
Item 7. Financial Statements and Exhibits
(c) Exhibits
The following Exhibits are filed as part of this Report.
8 Opinion of Simpson Thacher & Bartlett re tax matters
The Exhibit Index to this Report is incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Jennifer Marre
Jennifer Marre
Vice President
Date: February 13, 1996
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EXHIBIT INDEX
Exhibit No. Exhibit
Exhibit 8 Opinion of Simpson Thacher & Bartlett
re tax matters
<PAGE>
EXHIBIT 8
SIMPSON THACHER & BARTLETT
A Partnership Which Includes Professional Corporations
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
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Telecopier 455-2502
Telex: 129158
Writer's Direct Dial Number
(212) 455-2000
February 8, 1996
Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285
Ladies and Gentlemen:
We have acted as special tax counsel to Lehman Brothers Holdings
Inc. (the "Company") in connection with the preparation and filing of the
Prospectus Supplement, dated February 8, 1996 (the "Prospectus Supplement"), to
the Registration Statement on Form S-3 filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, in respect of
QUICS to be offered by the Company. In that connection, we have given the
opinions contained in the section entitled "Certain United States Federal Income
Tax Consequences" in the Prospectus Supplement.
We hereby confirm that our opinions referenced in this letter are
accurate in all material respects and hereby consent to the filing of this
letter as an Exhibit to the Registration Statement and to the use of our name in
the section entitled "Certain United States Federal Income Tax Consequences" in
the Prospectus Supplement.
We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the federal law of the
United States.
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
