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)
DELAWARE 13-3216325
(State of incorporation (I.R.S. employer
or organization) identification no.)
3 World Financial Center
New York, New York 10285
(Address of principal executive offices) (zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of
and is effective upon filing debt securities and is to
pursuant to Instruction A(c)(1) please become effective simultaneously
check the following with General effectiveness of a
concurrent registration statement
box X under the Securities Act of
1933 pursuant to General
Instruction A(c)(2) please check
the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
____% Cisco Systems Yield Enhanced American Stock Exchange, Inc.
Equity Linked Debt Securities Due 2001
Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered are ____% Cisco Systems Yield
Enhanced Equity Linked Debt Securities Due 2001 (the "YEELDS") of Lehman
Brothers Holdings Inc. (the "Registrant") and shall be issued under the
Registration Statement on Form S-3 (File No. 33-53651). 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.
1A Specimens of the Securities to be registered hereunder. (*)
2A 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).
2B 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).
2C 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).
2D 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).
2E 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. 46146
filed March 10, 1992).
2F Fourth Supplemental Indenture dated as of October 4, 1993,
between the Registrant and Citibank (incorporated by reference
to Exhibit 4(f) to Form 8-A filed October 7, 1993).
<PAGE>
2G Fifth Supplemental Indenture dated as of August 1, 1995,
between the Registrant and Citibank (incorporated by reference
to Post-Effective Amendment No.1 to Registration Statement No.
33-56615 filed August 24, 1995).
2H Sixth Supplemental Indenture dated as of June 26, 1997 between
the Registrant and Citibank (incorporated by reference to Exhibit
4(h) to Registration Statement No. 333-38227 filed October 17,
1997).
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(*) to be filed
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: February 25, 1998 By: /s/ Jennifer Marre
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Name: Jennifer Marre
Title: Vice President
