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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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 13-3216325
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3 World Financial Center 10285
New York, New York (Zip code)
(Address of principal executive offices)
Lehman Brothers Holdings Inc. Employee Incentive Plan
(Full title of the plan)
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Thomas A. Russo, Esq.
3 World Financial Center
New York, New York 10285
(Name and address of agent for service)
(212) 526-7000
(Telephone number, including area code, of agent for service)
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Copy to:
Jennifer Marre, Esq.
Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities to Amount to be Offering Price Offering Registration
be Registered Registered Per Share(1) Price(1) Fee(1)
- ---------------------- ------------ -------------- --------- ------------
Common Stock, $.10 par
value per share....... 20,000,000 $48.00 $960,000,000 $266,880
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(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering price
and the amount of registration fee have been computed on the basis of the
average of the high and low prices per share of Common Stock on the New York
Stock Exchange on December 1, 1998.
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In accordance with General Instruction E of Form S-8, this Registration
Statement is registering additional securities of the same class as registered
on the Registrant's effective Registration Statement on Form S-8, No. 333-57239,
filed by the Registrant on June 19, 1998 (the "Earlier Registration Statement").
The contents of the Earlier Registration Statement are hereby incorporated by
reference.
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<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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 2, 1998.
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ KAREN M. MULLER
Karen M. Muller
Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated.
Dated: December 2, 1998
Signature Title
--------- -----
* Chief Executive Officer and
Richard S. Fuld, Jr. Chairman of the Board of
Directors
(principal executive officer)
* Chief Financial and
John L. Cecil Administrative Officer
(principal financial and
accounting officer)
* Director
Michael L. Ainslie
* Director
John F. Akers
* Director
Roger S. Berlind
* Director
Thomas H. Cruikshank
Director
Henry Kaufman
* Director
Hideichiro Kobayashi
* Director
John D. Macomber
Director
Dina Merrill
*By /s/ KAREN M. MULLER
Karen M. Muller
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit Filed Herewith (--) or
Number Description Incorporated by Reference to
------- ----------- ----------------------------
4.1 Employee Incentive Plan, as amended
through November 30, 1998 --
5.1 Opinion (and consent) of Karen M. Muller as to the validity of the
shares of Common Stock to which this
Registration Statement relates --
23.1 Consent of Karen M. Muller
(included in Exhibit 5.1) --
23.2 Consent of Ernst & Young LLP,
Independent Auditors --
24.1 Power of Attorney --
EXHIBIT 4.1
LEHMAN BROTHERS HOLDINGS INC.
EMPLOYEE INCENTIVE PLAN
As amended through November 30, 1998
SECTION 1 -- PURPOSE
The purpose of the Lehman Brothers Holdings Inc. Employee Incentive Plan (the
"Plan") is to strengthen Lehman Brothers Holdings Inc. (the "Company") by
providing selected employees of the Company with the opportunity to acquire a
proprietary and vested interest in the growth and performance of the Company,
thus generating an increased incentive to contribute to the Company's future
success and prosperity, enhancing the value of the Company for the benefit of
stockholders, and enhancing the Company's ability to attract and retain
individuals of exceptional talent.
The purposes of the Plan are to be achieved through the grant of various types
of stock-based awards.
SECTION 2 -- DEFINITIONS
For purposes of the Plan, the capitalized terms shall have the meanings ascribed
to them in Exhibit A hereof.
SECTION 3 -- SHARES SUBJECT TO THE PLAN
(a) Shares of Common Stock which may be issued under the Plan may be either
authorized and unissued shares of Common Stock or authorized and issued shares
of Common Stock held in the Company's treasury, or any combination thereof.
Subject to adjustment as provided in Section 14, the number of shares of Common
Stock with respect to which Awards (whether distributable in shares of Common
Stock or in cash) may be granted under the Plan shall be 50 million shares. The
maximum number of shares of Common Stock available for stock options, stock
appreciation rights or Other Stock-based Awards that may be granted to a
Participant during a calendar year shall not exceed one million.
(b) Notwithstanding the last sentence of Section 3(a), to the extent that the
number of shares of Common Stock with respect to which Awards may be granted
under the Plan to an individual in any calendar year exceeds the number of
shares of Common Stock with respect to which Awards were granted under the Plan
during that calendar year, such excess shall be available for grant under the
Plan in succeeding calendar years.
(c) In the event that any other Award subject to repurchase or forfeiture rights
is reacquired by the Company or if any Award is canceled, terminates or expires
unexercised (except with respect to a stock option which terminates on the
exercise of a stock appreciation right) for any reason under the Plan, any
Common Stock allocated in connection with such Award shall thereafter again be
available for grant pursuant to the Plan.
SECTION 4 -- ELIGIBILITY
Selected employees, officers, directors and consultants to the Company and its
subsidiaries are eligible to be Participants in the Plan.
SECTION 5 -- ADMINISTRATION
The Plan shall be administered by the Committee, which shall have the power to
select those Participants who shall receive Awards and to determine the terms of
such Awards. As to the selection of, and the terms of Awards granted the
Committee may delegate any or all of its responsibilities to officers or
employees of the Company.
Subject to the provisions of the Plan, the Committee shall be authorized to
interpret the Plan, to establish, amend and rescind any rules and regulations
relating to the Plan, to determine the terms and provisions of any agreements
entered into hereunder, and to make all other determinations necessary or
advisable for the administration of the Plan. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
Award in the manner and to the extent it shall deem desirable to carry the Plan
or any such Award into effect. The determinations of the Committee in the
administration of the Plan, as described herein, shall be final and conclusive.
The validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with the laws of the
State of Delaware and applicable Federal law.
SECTION 6 -- STOCK OPTIONS
(a) Any stock options granted under the Plan shall be in such form as the
Committee may from time to time approve and shall be subject to the terms and
conditions provided herein and such additional terms and conditions not
inconsistent with the terms of the Plan as the Committee shall deem desirable.
(b) Stock options may be granted to any Participant. Each grant of stock options
shall specify whether the underlying options are intended to be incentive stock
options or non-incentive stock options. In the case of incentive stock options,
the terms and conditions of such grants shall be subject to and comply with such
requirements as may be prescribed by Section 422(b) of the Code, as from time to
time amended, and any implementing regulations, including, but not limited to,
the requirement that such stock options are exercisable during the Participant's
lifetime only by such Participant. The Committee shall establish the option
price at the time each stock option is granted, which price shall not be less
than 100 percent of the Fair Market Value of the Common Stock on the date of
grant.
(c) No stock options may be exercisable later than ten years after their date of
grant. The option price of each share of Common Stock as to which a stock option
is exercised shall be paid in full at the time of such exercise. Such payment
may be made at the sole discretion of the Committee, pursuant to and in
accordance with criteria and guidelines established by the Committee (which
criteria and guidelines may be different for executive officers and for other
Participants), as the same may be modified from time to time, (i) in cash, (ii)
by tender of shares of Common Stock already owned by the Participant, valued at
Fair Market Value as of the date of exercise, (iii) if authorized by the
Committee, by withholding pursuant to the election of the Participant, which
election is subject to the disapproval of the Committee, from those shares that
would otherwise be obtained upon exercise of the option a number of shares
having a Fair Market Value equal to the option price, (iv) if authorized by the
Committee, and in combination with services rendered by the exercising
Participant, by delivery of a properly executed exercise notice together with
irrevocable instructions to a securities broker (or, in the case of pledges,
lender) approved by the Company to, (a) sell shares of Common Stock subject to
the option and to deliver promptly to the Company a portion of the proceeds of
such sale transaction on behalf of the exercising Participant to pay the option
price, or (b) pledge shares of Common Stock subject to the option to a margin
account maintained with such broker or lender, as security for a loan, and such
broker or lender, pursuant to irrevocable instructions, delivers to the Company
the loan proceeds, at the time of exercise to pay the option price, (v) by any
combination of (i), (ii), (iii) or (iv) above or (vi) by other means that the
Committee deems appropriate.
(d) A stock option holder may, in the discretion of the Committee, have the
right to surrender a stock option or any portion thereof to the Company within
30 days following a Change in Control and to receive from the Company in
exchange therefor a cash payment in an amount equal to (a) the number of
unexercised shares of Common Stock under the option which are being surrendered
multiplied by (b) the excess of (i) the greater of (A) the highest price per
share of Common Stock paid in connection with the Change in Control or (B) the
highest Fair Market Value per share of Common Stock in the 90-day period
preceding such Change in Control, over (ii) the purchase price of the option as
set forth in the underlying option agreement (the foregoing, a "Limited SAR").
SECTION 7 -- STOCK APPRECIATION RIGHTS
(a) Stock appreciation rights may be granted independent of any stock option or
in conjunction with all or any part of any stock option granted under the Plan,
either at the same time as the stock option is granted or at any later time
during the term of the option. Stock appreciation rights shall be subject to
such terms and conditions as determined by the Committee, not inconsistent with
the provisions of the Plan.
(b) Upon exercise, a stock appreciation right shall entitle the Participant to
receive from the Company an amount equal to the excess of the Fair Market Value
of a share of Common Stock on the date of exercise of the stock appreciation
right over the per share grant or option price, as applicable (or such lesser
amount as the Committee may determine at the time of grant), multiplied by the
number of shares of Common Stock with respect to which the stock appreciation
right is exercised. Upon the exercise of a stock appreciation right granted in
connection with a stock option, the stock option shall be canceled to the extent
of the number of shares as to which the stock appreciation right is exercised,
and upon the exercise of a stock option granted in connection with a stock
appreciation right or the surrender of such stock option, the stock appreciation
right shall be canceled to the extent of the number of shares as to which the
stock option is exercised or surrendered. The Committee shall determine whether
the stock appreciation right shall be settled in cash, Common Stock or a
combination of cash and Common Stock.
(c) A holder of a stock appreciation right may, in the discretion of the
Committee, have the right to surrender the stock appreciation right or any
portion thereof to the Company within 30 days following a Change in Control and
to receive from the Company in exchange therefor a cash payment in an amount
equal to (a) the number of shares of Common Stock under the stock appreciation
right which are being exercised, multiplied by (b) the excess of (i) the greater
of (A) the highest price per share of Common Stock paid in connection with the
Change in Control or (B) the highest Fair Market Value per share of Common Stock
in the 90 day period preceding such Change in Control, over (ii) the per share
grant price of the stock appreciation right as set forth in the underlying
agreement.
SECTION 8 -- OTHER STOCK-BASED AWARDS
(a) Other Awards of Common Stock and Awards that are valued in whole or in part
by reference to, or otherwise based on, the Fair Market Value of Common Stock
(all such Awards being referred to herein as "Other Stock-based Awards"), may be
granted under the Plan in the discretion of the Committee. Other Stock-based
Awards shall be in such form as the Committee shall determine, including without
limitation, (i) the right to purchase shares of Common Stock, (ii) shares of
Common Stock subject to restrictions on transfer until the completion of a
specified period of service, the occurrence of an event or the attainment of
performance objectives, each as specified by the Committee, and (iii) shares of
Common Stock issuable upon the completion of a specified period of service, the
occurrence of an event or the attainment of performance objectives, each as
specified by the Committee. Other Stock-based Awards may be granted alone or in
addition to any other Awards made under the Plan. All references in the
preceding sentence to "specified period of service," in the case of Other
Stock-based Awards which (i) are not in lieu of cash compensation to employees
generally, (ii) are not paid to recruit a new employee in an amount of less than
5% of the total awards available for grant under the Plan or (iii) are not
subject to the attainment of performance objectives, shall provide that vesting,
restrictions on transfer or some other comparable restriction which incents
continued performance of the recipient, will be for a period of not less than
three years (although vesting or lapsing may occur in tranches over the three
years), unless there is a Change in Control or the recipient retires, becomes
disabled or dies. Subject to the provisions of the Plan, the Committee shall
have sole and absolute discretion to determine to whom and when such Other
Stock-based Awards will be made, the number of shares of Common Stock to be
awarded under (or otherwise related to) such Other Stock-based Awards and all
other terms and conditions of such Awards. The Committee shall determine whether
Other Stock-based Awards shall be settled in cash, Common Stock or a combination
of cash and Common Stock.
(b) With respect to any restricted stock units granted under the Plan, the
obligations of the Company or any Subsidiary are limited solely to the delivery
of shares of Common Stock on the date when such shares of Common Stock are due
to be delivered under each Agreement, and in no event shall the Company or any
Subsidiary become obligated to pay cash in respect of such obligation (except
that the Company or any Subsidiary may pay to Participants amounts in cash in
respect of a restricted stock unit equal to cash dividends paid to a holder of
shares of Common Stock, for fractional shares or for any amounts payable in cash
upon the occurrence of a Change in Control).
SECTION 9 -- DIVIDENDS, EQUIVALENTS AND VOTING RIGHTS
Awards other than stock options and stock appreciation rights may, at the
discretion of the Committee, provide the Participant with dividends or dividend
equivalents and voting rights prior to either vesting or earnout.
SECTION 10 -- AWARD AGREEMENTS
Each Award under the Plan shall be evidenced by an agreement setting forth the
terms and conditions, not inconsistent with the provisions of the Plan, as
determined by the Committee, which shall apply to such Award.
SECTION 11 -- WITHHOLDING
The Company shall have the right to deduct from all amounts paid to any
Participant in cash (whether under this Plan or otherwise) any taxes required by
law to be withheld therefrom. In the case of payments of Awards in the form of
Common Stock, at the Committee's discretion, the Participant may be required to
pay to the Company the amount of any taxes required to be withheld with respect
to such Common Stock, or, in lieu thereof, the Company shall have the right to
retain the number of shares of Common Stock the Fair Market Value of which
equals the amount required to be withheld. Without limiting the foregoing, the
Committee may, in its discretion and subject to such conditions as it shall
impose, permit share withholding to be done at the Participant's election.
SECTION 12 -- NON-TRANSFERABILITY
No Award shall be assignable or transferable, and no right or interest of any
Participant in any Award shall be subject to any lien, obligation or liability
of the Participant, except by will, the laws of descent and distribution, or as
otherwise set forth in the Award agreement.
SECTION 13 -- NO RIGHT TO EMPLOYMENT OR CONTINUED PARTICIPATION IN PLAN/
NO RIGHTS AS STOCKHOLDERS
(a) No person shall have any claim or right to the grant of an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or to be eligible for any subsequent
Awards. Further, the Company expressly reserves the right at any time to dismiss
a Participant free from any liability or any claim under the Plan, except as
provided herein or in any agreement entered into hereunder.
(b) The grant of an Award shall not be construed as giving a Participant the
rights of a stockholder of Common Stock unless and until shares of Common Stock
have been issued to Participants pursuant to Awards hereunder.
SECTION 14 -- ADJUSTMENT OF AND CHANGES IN COMMON STOCK
In the event of any change in the outstanding shares of Common Stock by reason
of any Common Stock dividend or split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other corporate exchange, or any
distribution to stockholders of Common Stock other than regular cash dividends,
the Committee shall make a substitution or adjustment to the number or kind of
shares of Common Stock or other securities issued or reserved for issuance
pursuant to the Plan, and to outstanding Awards, as well as the option price or
other affected terms of such Awards as in its judgment shall be necessary to
preserve the Participant's rights substantially proportionate to the rights
existing prior to such event.
Unless otherwise provided in an award agreement, after a merger of one or more
corporations into the Company or after a consolidation of the Company and one or
more corporations (a "Merger Event") in which the Company shall be the surviving
or resulting corporation, an Award holder shall, where applicable, at the same
cost, be entitled upon the exercise of an Award, to receive (subject to any
action required by Stockholders) such securities of the surviving or resulting
corporation as shall be equivalent to the shares underlying such Award as nearly
as practicable to the nearest whole number and class of shares of stock or other
securities.
Unless otherwise provided in an award agreement, if the Company enters into any
agreement with respect to any transaction which would, if consummated, result in
a Merger Event in which the Company will not be the surviving corporation, the
Committee in its sole discretion and without liability to any person shall
determine what actions shall be taken with respect to outstanding Awards, if
any, including, without limitation, the payment of a cash amount in exchange for
the cancellation of an Award or the requiring of the issuance of substitute
Awards that will substantially preserve the value, rights and benefits of any
affected Awards previously granted hereunder as of the date of the consummation
of the Merger Event.
SECTION 15 -- AMENDMENT
The Committee or the Board may amend, suspend or terminate the Plan or any
portion hereof at any time.
SECTION 16 -- UNFUNDED STATUS OF PLAN
The Plan is intended to constitute an "unfunded" plan for long-term incentive
compensation. With respect to any payments not yet made to a Participant,
including any Participant optionee, by the Company, nothing herein contained
shall give any Participant any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock or payments in lieu thereof or with respect to
options, stock appreciation rights and other Awards under the Plan; provided,
however, that the existence of such trusts or other arrangements is consistent
with the unfunded status of the Plan.
SECTION 17 -- EFFECTIVE DATE
This Plan shall be effective on April 5, 1995. No Awards may be granted under
the Plan on or after April 4, 2005.
<PAGE>
EXHIBIT A
(a) "Award" shall mean any type of stock-based award granted pursuant to the
Plan.
(b) "Board" shall mean the Board of Directors of the Company; provided, however,
that any action taken by a duly authorized committee of the Board within the
scope of authority delegated to such committee by the Board shall be considered
an action of the Board for purposes of this Plan.
(c) "Change in Control" shall mean the occurrence during the term of the Plan
of:
a) The commencement (within the meaning of Rule 14d-2 under the Securities
Exchange Act of 1934 (the "Exchange Act")) of a tender offer for more than 20%
of the Company's outstanding shares of capital stock having ordinary voting
power in the election of directors (the "Voting Securities");
b) An acquisition (other than directly from the Company) of any voting
securities of the Company by any "Person" (as the term person is used for
purposes of Section 13(d) or 14(d) of the Exchange Act) immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of the combined voting power
of the Company's then outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting Securities which
are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a
trust forming a part thereof or a trustee thereof acting solely in its capacity
as trustee) maintained by (A) the Company or (B) any corporation or other Person
of which a majority of its voting power or its voting equity securities or
equity interest is owned, directly or indirectly, by the Company (for purposes
of this definition, a "Subsidiary"), (ii) the Company or its Subsidiaries, or
(iii) any Person who files in connection with such acquisition a Schedule 13D
which expressly disclaims any intention to seek control of the Company and does
not expressly reserve the right to seek such control; provided, however, that
any amendment to such statement of intent which either indicates an intention or
reserves the right to seek control shall be deemed an "acquisition" of the
securities of the Company reported in such filing as beneficially owned by such
Person for purposes of this paragraph (b);
c) The individuals who, as of the effective date of the 1994 initial public
trading in Company shares, are members of the Board (the "Incumbent Board"),
ceasing for any reason to constitute at least a majority of the members of the
Board; provided, however, that if the election, or nomination for election by
the Company's common Stockholders, of any new director was approved by a vote of
at least two-thirds of the Incumbent Board, such new director shall, for
purposes of this Plan, be considered as a member of the Incumbent Board;
provided further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened "Election Contest" (as described in Rule 14a-11
promulgated under the Exchange Act or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board (a "Proxy
Contest") including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or
d) Approval by Stockholders of the Company of:
(i) A merger, consolidation or reorganization involving the Company, unless such
merger, consolidation or reorganization is a "Non-Control Transaction"; i.e.,
meets each of the requirements described in (A), (B) and (C) below:
(A) the Stockholders of the Company, immediately before such merger,
consolidation or reorganization, own, directly or indirectly, immediately
following such merger, consolidation or reorganization, at least eighty percent
(80%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation or
reorganization;
(B) the individuals who were members of the Incumbent Board immediately prior to
the execution of the agreement providing for such merger, consolidation or
reorganization constitute at least two-thirds of the members of the board of
directors of the Surviving Corporation immediately following the consummation of
such merger, consolidation or reorganization; and
(C) no Person other than the Company, any Subsidiary, any employee benefit plan
(or any trust forming a part thereof or a trustee thereof acting solely in its
capacity as trustee) maintained by the Company, the Surviving Corporation, or
any Subsidiary, or any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of 20% or more of the
then outstanding Voting Securities has Beneficial Ownership of 20% or more of
the combined voting power of the Surviving Corporation's then outstanding voting
securities immediately following the consummation of such merger, consolidation
or reorganization;
(ii) A complete liquidation or dissolution of the Company; or
(iii) An agreement for the sale or other disposition of all or substantially all
of the assets of the Company to any Person (other than a transfer to a
Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of
the acquisition of Voting Securities by the Company, and thereafter such
Beneficial Owner acquires any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
(d) "Code" shall mean the Internal Revenue Code of 1986, as from time to time
amended.
(e) "Committee" shall mean the Compensation and Benefits Committee of the
Company.
(f) "Common Stock" shall mean the common stock of the Company, $.10 par value.
(g) "Company" shall mean Lehman Brothers Holdings Inc. and, except as otherwise
specified in this Plan in a particular context, any successor thereto, whether
by merger, consolidation, purchase of substantially all its assets or otherwise.
(h) "Fair Market Value" on any date means the closing price of the shares on
such date on the principal national securities exchange on which such shares are
listed or admitted to trading (or, if such exchange is not open on such date,
the immediately preceding date on which such exchange is open), the arithmetic
mean of the per share closing bid price and per share closing asked price on
such date as quoted on the National Association of Securities Dealers Automated
Quotation System, or such other market in which such prices are regularly
quoted, or, if there have been no published bid or asked quotations with respect
to such shares on such date, the Fair Market Value shall be the value
established by the Committee in good faith and, in the case of an incentive
stock option, in accordance with Section 422 of the Code.
(i) "Other Stock-based Award" shall mean any of those Awards described in
Section 8 hereof.
(j) "Participant" shall mean an employee, officer, director or consultant of the
Company.
(k) "Subsidiary" shall mean any corporation which at the time qualifies as a
subsidiary of the Company under the definition of "subsidiary corporation" in
Section 424(f) of the Code, as amended from time to time.
EXHIBIT 5.1
LEHMAN BROTHERS HOLDINGS INC.
3 WORLD FINANCIAL CENTER
NEW YORK, NY 10285
December 2, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Ladies and Gentlemen:
I am Deputy General Counsel of Lehman Brothers Holdings Inc., a Delaware
corporation (the "Company"). A Registration Statement on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933 (the "Securities
Act"), is being filed concurrently herewith by the Company with the Securities
and Exchange Commission (the "SEC"). The Registration Statement relates to the
registration of 20,000,000 shares of authorized and unissued or issued Common
Stock (the "Shares") to be distributed from time to time to certain employees of
the Company under the Company's Employee Incentive Plan (the "EIP").
In that connection, I or members of my staff have examined or relied upon
originals or copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates and instruments relating to the
Company as I have deemed relevant and necessary to the formation of the opinion
hereinafter set forth. In such examination, I have assumed the genuineness and
authenticity of all documents examined by me or members of my staff and all
signatures thereon, the legal capacity of all persons executing such documents,
the conformity to originals of all copies of documents submitted to us and the
truth and correctness of any representations and warranties contained therein.
Based upon the foregoing, I am of the opinion that the issuance by the Company
of the Shares has been duly authorized, and when the Shares are duly issued in
accordance with the terms of the EIP, such Shares will be validly issued, fully
paid and nonassessable.
In rendering this opinion, I express no opinion as to the laws of any
jurisdiction other than the State of New York, the General Corporation Law of
the State of Delaware and the United States of America.
I hereby consent to the filing of this opinion (and this consent) as an exhibit
to the Registration Statement and to the reference to me under the caption
"Legal Opinions" in the prospectus which is issued under the Registration
Statement, without admitting that I am an "expert" under the Securities Act, or
the rules and regulations of the SEC issued thereunder, with respect to any part
of the Registration Statement, including this exhibit.
Very truly yours,
/s/ KAREN M. MULLER
Karen M. Muller
Deputy General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and related Prospectus of Lehman Brothers Holdings Inc. (the
"Company") for the registration of 20,000,000 shares of the Company's Common
Stock, par value $0.10 per share, pertaining to the Company's Employee Incentive
Plan, of our report dated January 7, 1998 with respect to the consolidated
financial statements and financial statement schedule of the Company
incorporated by reference in its Annual Report on Form 10-K for the year ended
November 30, 1997, filed with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Ernst & Young LLP
New York, New York
December 2, 1998
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas A. Russo, Karen M. Muller and Jennifer Marre and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and her and in his or her
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 of Lehman Brothers Holdings Inc. filed concurrently
herewith, and any and all amendments (including post-effective amendments) and
supplements to such Registration Statement and any Registration Statement
previously filed by the Registrant or a predecessor in interest, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
Dated: December 2, 1998
Signature Title
/s/ RICHARD S. FULD, JR. Chief Executive Officer and
Richard S. Fuld, Jr. Chairman of the Board of
Directors
(principal executive officer)
/s/ JOHN L. CECIL Chief Financial and
John L. Cecil Administrative Officer
(principal financial and
accounting officer)
/s/ MICHAEL L. AINSLIE Director
Michael L. Ainslie
/s/ JOHN F. AKERS Director
John F. Akers
/s/ ROGER S. BERLIND Director
Roger S. Berlind
/s/ THOMAS H. CRUIKSHANK Director
Thomas H. Cruikshank
Director
Henry Kaufman
/s/ HIDEICHIRO KOBAYASHI Director
Hideichiro Kobayashi
/s/ JOHN D. MACOMBER Director
John D. Macomber
Director
Dina Merrill
