Securities and Exchange Commission (the "Commission")
Washington, DC 20549
Form 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act")
Lehman Brothers Holdings Inc. (the "Registrant")
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
13-3216325
(IRS employer identification no.)
3 World Financial Center
New York, New York 10285
(Address of principal executive offices, including zip code)
Securities to be Registered Pursuant to Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class On Which Each Class is
To be so Registered To be Registered
- ------------------------------ ------------------------------
COMPAQ Principal Accruing American Stock Exchange, Inc.
Enhanced Return Securities
Due 2001
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities to be Registered Pursuant to Section 12(g) of the Exchange Act:
None
Item 1. Description of Registrant's Securities to be Registered.
The Registrant hereby incorporates by reference the descriptions set forth under
the captions "Description of PACERS" and "Description of Debt Securities" on
pages S-11 to S-16 and 4 to 13 of the Prospectus Supplement dated September 23,
1998 and accompanying Prospectus dated February 17, 1998, filed with the
Commission on September 25, 1998 pursuant to Rule 424(b)(2) under the Securities
Act of 1933.
<PAGE>
Item 2. Exhibits.
The securities described herein are to be registered pursuant to Section 12(b)
of the Exchange Act on an exchange on which other securities of the Registrant
are currently registered. In accordance with the instructions regarding exhibits
on Form 8-A, the following exhibits are incorporated herein by reference:
1.1 Standard Multiple Series Indenture Provisions dated July 30, 1987 and 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 with the Commission on November 16, 1987).
1.2 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 with the Commission on November 16, 1987).
1.3 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 with the Commission on November
25, 1988).
1.4 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 with the Commission on June 30,
1992).
1.5 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 with the Commission on March
10, 1992).
1.6 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 with the Commission on October 7, 1993).
1.7 Fifth Supplemental Indenture dated as of August 1, 1995 between the
Registrant and Citibank (incorporated by reference to Exhibit 4(h) to
Registration Statement No. 33-62085, filed with the Commission on August
24, 1995).
1.8 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 with the Commission on October
17, 1997).
<PAGE>
Signature
Pursuant to the requirements of Section 12 of the Exchange Act, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Lehman Brothers Holdings Inc.
/s/ Jennifer Marre
Vice President
September 25, 1998
