<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999
REGISTRATION NO. 333-
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<S> <C> <C>
LEHMAN BROTHERS HOLDINGS INC. DELAWARE 13-3216325
LEHMAN BROTHERS HOLDINGS DELAWARE 13-4054196
CAPITAL TRUST II DELAWARE 13-4054198
LEHMAN BROTHERS HOLDINGS (State or Other Jurisdiction (I.R.S. Employer
CAPITAL TRUST III of Identification
(Exact Name of Registrant as Incorporation or Numbers)
Specified in its Charter) Organization)
</TABLE>
--------------------------
3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
(212) 526-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
------------------------------
THOMAS A. RUSSO, ESQ.
LEHMAN BROTHERS HOLDINGS INC.
3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10285
(212) 526-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
Copies To:
<TABLE>
<S> <C>
RAYMOND W. WAGNER, ESQ. JENNIFER MARRE, ESQ.
SIMPSON THACHER & BARTLETT LEHMAN BROTHERS HOLDINGS INC.
425 LEXINGTON AVENUE 3 WORLD FINANCIAL CENTER
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10285
</TABLE>
--------------------------
Approximate Date of Commencement of Proposed Sale of the Securities to the
Public: From time to time after the effective date of this Registration
Statement, as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ File No. 333-50197
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
(SEE FOLLOWING PAGE)
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(2)(3) FEE
<S> <C> <C> <C> <C>
Debt Securities of Lehman Brothers
Holdings Inc. (4)...............
Preferred Stock of Lehman Brothers
Holdings Inc. (5)...............
Depositary Shares of Lehman
Brothers Holdings Inc. (6)......
Preferred Securities of the Trusts
(7).............................
Guarantees of Preferred Securities
of the Trusts and Certain
back-up obligations (8).........
Total............................. $66,304,108 $66,304,108 $18,433
</TABLE>
(1) The proposed maximum offering price per unit will be determined from time to
time by the relevant Registrant in connection with the issuance by such
Registrant of the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457 under
the Securities Act of 1933. The aggregate public offering price of the Debt
Securities, Preferred Stock and Depositary Shares of Lehman Brothers
Holdings Inc. and the Preferred Securities of the Trusts registered hereby
will not exceed $66,304,108 or the equivalent thereof in one or more foreign
currencies, foreign currency units or composite currencies.
(3) Exclusive of accrued interest, distributions and dividends, if any.
(4) There is being registered hereunder an indeterminate principal amount of
Debt Securities as may be sold from time to time.
(5) There is being registered hereunder an indeterminate number of shares of
Preferred Stock of Lehman Brothers Holdings Inc. as from time to time may be
issued at indeterminate prices.
(6) There is being registered hereunder an indeterminate number of Depositary
Shares as may be issued in the event that Lehman Brothers Holdings Inc.
elects to offer fractional interests in the Preferred Stock registered
hereby.
(7) There is being registered hereunder an indeterminate number of Preferred
Securities of Lehman Brothers Holdings Capital Trust II and Lehman Brothers
Holdings Capital Trust III (each a "Trust") as may from time to time be
issued at indeterminate prices. Debt Securities may be issued and sold to
any Trust, in which event such Debt Securities may later be distributed to
the holders of Preferred Securities upon a dissolution of such Trust and the
distribution of the assets thereof.
(8) Includes the rights of holders of the Preferred Securities under any
Guarantees and certain back-up undertakings, comprised of the obligations of
Lehman Brothers Holdings Inc., to provide certain indemnities in respect of,
and pay and be responsible for certain costs, expenses, debts and
liabilities of, each Trust (other than with respect to the Preferred
Securities) and such obligations of Lehman Brothers Holdings Inc. as set
forth in the Amended and Restated Declaration of Trust of each Trust and the
related Indenture, in each case as further described in the Registration
Statement. The Guarantees, when taken together with Lehman Brothers Holdings
Inc.'s obligations under the related Debt Securities, the related Indenture
and the Amended and Restated Declaration of Trust, will provide a full and
unconditional guarantee on a subordinated basis by Lehman Brothers Holdings
Inc. of payments due on the Preferred Securities. No separate consideration
will be received for any Guarantees or such back-up obligations.
2
<PAGE>
NOTE
This registration statement has been filed pursuant to Rule 462(b) under the
Securities Act of 1933. The Registrants hereby incorporate by reference into
this registration statement their registration statement on form S-3 as amended
(No. 333-50197), filed on April 15 and April 28, 1998 and declared effective by
the SEC on April 30, 1998, including the prospectus incorporated therein dated
March 23, 1999, first filed (pursuant to Rule 424(b)(5)) on March 25, 1999.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Lehman Brothers
Holdings Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on April 15,
1999.
LEHMAN BROTHERS HOLDINGS INC.
<TABLE>
<S> <C> <C>
/s/ KAREN M. MULLER
-----------------------------------------
Karen M. Muller
By: VICE PRESIDENT
</TABLE>
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities indicated.
Dated: April 15, 1999
SIGNATURE TITLE
- - - ------------------------------ ---------------------------
Chief Executive Officer and
* Chairman of the Board of
- - - ------------------------------ Directors (principal
Richard S. Fuld, Jr. executive officer)
Chief Financial and
* Administrative Officer
- - - ------------------------------ (principal financial and
John L. Cecil 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
<TABLE>
<S> <C> <C> <C>
By: /s/ KAREN M. MULLER
-------------------------
Karen M. Muller
ATTORNEY-IN-FACT
</TABLE>
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, Lehman Brothers
Holdings Capital Trust II and Lehman Brothers Holdings Capital Trust III each
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and had duly caused this Registration
Statement or Amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, New York, on April 15, 1999.
LEHMAN BROTHERS HOLDINGS CAPITAL TRUST II
/s/ KAREN M. MULLER
-----------------------------------------
Karen M. Muller
TRUSTEE
By:
/s/ JENNIFER MARRE
-----------------------------------------
Jennifer Marre
TRUSTEE
By:
/s/ OLIVER BUDDE
-----------------------------------------
Oliver Budde
TRUSTEE
By:
LEHMAN BROTHERS HOLDINGS CAPITAL TRUST III
/s/ KAREN M. MULLER
-----------------------------------------
Karen M. Muller
TRUSTEE
By:
/s/ JENNIFER MARRE
-----------------------------------------
Jennifer Marre
TRUSTEE
By:
/s/ OLIVER BUDDE
-----------------------------------------
Oliver Budde
TRUSTEE
By:
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
5.01 Opinion and consent of Karen M. Muller, Esq. as to the validity of the debt
securities, preferred stock, depositary shares and guarantees of Lehman Brothers
Holdings being registered
-- Filed herewith
5.02 Opinion and consent of Richards, Layton & Finger as to the validity of the trust
preferred securities being registered
-- Filed herewith
23.01 Consent of Karen M. Muller, Esq.
-- Included in Exhibit 5.01 above
23.02 Consent of Richards, Layton & Finger
-- Included in Exhibit 5.02 above
23.03 Consent of Ernst & Young LLP
-- Filed herewith
24.01 Powers of attorney
-- Filed herewith
</TABLE>
7
<PAGE>
Exhibit 5.01
LEHMAN BROTHERS HOLDINGS INC.
THREE WORLD FINANCIAL CENTER
NEW YORK, NY 10285
April 15, 1999
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 ("Holdings"). A Registration Statement on Form S-3 (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), was filed by Holdings and by Lehman Brothers Holdings Capital Trust II
and Lehman Brothers Holdings Capital Trust III (the "LBH Trusts") with the
Securities and Exchange Commission (the "SEC") on the date hereof. The
Registration Statement relates to the registration of $66,304,108 of (A) (i)
debt securities consisting of senior debt (the "Senior Debt Securities") and
subordinated debt (the "Subordinated Debt Securities"), (ii) preferred stock,
par value $1.00 per share (the "Preferred Stock"), (iii) depositary shares (the
"Depositary Shares") and (iv) guarantees of Trust Preferred Securities (as
hereinafter defined) and certain back-up obligations (the "Guarantees") which
Holdings may issue from time to time in one or more series and (B) trust
preferred securities (the "Trust Preferred Securities") which the LBH Trusts may
issue from time to time in one or more series.
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
Holdings as I have deemed relevant and necessary to the formation of the
opinions 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:
1. The Senior Debt Securities have been duly authorized and the indenture
(the "Senior Indenture") between Holdings and Citibank, N.A., as Trustee
(the "Senior Debt Trustee"), pursuant to which the Senior Debt Securities
will be issued has been duly executed and delivered, and when the terms
of the Senior Debt Securities have been established in conformity with
the Senior Indenture and the Senior Debt Securities have been executed by
Holdings, authenticated by the Senior Debt Trustee in accordance with the
terms of the Senior Indenture and issued and delivered against payment
therefor, the Senior Debt Securities will be legally issued and will
constitute valid and binding obligations of Holdings, entitled to the
benefits of the Senior Indenture and enforceable against Holdings in
accordance with their terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in
equity or at law) and by an implied covenant of good faith and fair
dealing;
2. The Subordinated Debt Securities have been duly authorized and the
indenture (the "Subordinated Indenture") between Holdings and The Chase
Manhattan Bank, as successor to Chemical Bank, as Trustee (the
"Subordinated Debt Trustee"), pursuant to which the Subordinated Debt
Securities will be issued has been duly executed and delivered, and when
the terms of the Subordinated Debt Securities have been established in
conformity with the Subordinated Indenture and the Subordinated Debt
Securities have been executed by Holdings, authenticated by the
Subordinated Debt Trustee in accordance with the terms of the
Subordinated
<PAGE>
Indenture and issued and delivered against payment therefor, the
Subordinated Debt Securities will be legally issued and will constitute
valid and binding obligations of Holdings, entitled to the benefits of
the Subordinated Indenture and enforceable against Holdings in accordance
with their terms, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and
by an implied covenant of good faith and fair dealing;
3. The Preferred Stock has been duly authorized and, when issued and
delivered against payment therefor, the Preferred Stock will be validly
issued, fully paid and non-assessable, and no holder thereof will be
subject to personal liability by reason of being such a holder;
4. The Depositary Shares have been duly authorized and, when issued and
delivered against payment therefor, the Depositary Shares will be validly
issued, fully paid and non-assessable, and no holder thereof will be
subject to personal liability by reason of being such a holder; and
5. The Guarantees have been duly authorized and, when executed and
delivered by the parties thereto, the Guarantees will be valid and
binding agreements of Holdings, enforceable against Holdings in
accordance with their terms, subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally,
general equitable principles (whether considered in a proceeding in
equity or at law) and by an implied covenant of good faith and fair
dealing.
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 Matters" in the Registration Statement, without admitting that I
am an "expert" under the 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
<PAGE>
EXHIBIT 5.02
[Letterhead]
April 15, 1999
Lehman Brothers Holdings Inc.
Lehman Brothers Holdings Capital Trust II
Lehman Brothers Holdings Capital Trust III
c/o Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285
Re: Lehman Brothers Holdings Capital Trust II and Lehman Brothers Holdings
Capital Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Lehman Brothers Holdings Inc.,
a Delaware corporation (the "Company"), Lehman Brothers Holdings Capital Trust
II, a Delaware business trust ("Trust II"), and Lehman Brothers Holdings Capital
Trust III, a Delaware business trust ("Trust III") (Trust II and Trust III are
hereinafter collectively referred to as the "Trusts" and sometimes hereinafter
individually referred to as a "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust II, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of State") on
January 16, 1998;
(b) The Certificate of Trust of Trust III, as filed with the Secretary of
State on January 16, 1998;
(c) The Declaration of Trust of Trust II, dated as of January 16, 1998 among
the Company and the trustees of Trust II named therein;
(d) The Declaration of Trust of Trust III, dated as of January 16, 1998
among the Company and the trustees of Trust III named therein;
(e) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus with respect to the Trusts (the
"Prospectus"), relating to the Preferred Securities of the Trusts
representing preferred undivided beneficial ownership interests in the
assets of the Trusts (each, a "Preferred Security" and collectively, the
"Preferred Securities"), to be filed by the Company and the Trusts with
the Securities and Exchange Commission;
(f) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the Trust
named therein, and the holders, from time to time, of the undivided
beneficial ownership interests in the assets of such Trust (including
Exhibits A and B thereto) (collectively, the "Declarations" and
individually, a "Declaration"), attached as an exhibit to the
Registration Statement; and
(g) A Certificate of Good Standing for each of the Trusts, dated April 6,
1999, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (g) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (g) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have
<PAGE>
Lehman Brothers Holdings Inc.
Lehman Brothers Holdings Capital Trust II
Lehman Brothers Holdings Capital Trust III
April 15, 1999
Page 2
conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Declarations will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Declarations and
the Certificates of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Declarations and
the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Declarations and the Registration Statement. We have not participated
in the preparation of the Registration Statement or the Prospectus and assume no
responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12
Del. C. Section 3801 et seq.
2. The Preferred Securities of each Trust will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the
applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that
the Preferred Security Holders may be obligated to make payments as set
forth in each Declaration.
<PAGE>
Lehman Brothers Holdings Inc.
Lehman Brothers Holdings Capital Trust II
Lehman Brothers Holdings Capital Trust III
April 15, 1999
Page 3
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to the
use of our name under the heading "Legal Opinions" in the Prospectus. In giving
the foregoing consents, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any
other person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger P.A.
<PAGE>
EXHIBIT 23.03
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm as expert under the caption "Legal
Opinions" in this Registration Statement on Form S-3 and related Prospectus of
Lehman Brothers Holdings Inc. (the "Company") and Lehman Brothers Holdings
Capital Trust II and Lehman Brothers Holdings Capital Trust III (collectively,
the "LBH Trusts") for the registration of $66,304,108 of Debt Securities,
Preferred Stock and Depositary Shares of the Company, and Guarantees of the
Company of Preferred Securities issued by the LBH Trusts and to the
incorporation by reference therein of our report dated January 7, 1999 with
respect to the consolidated financial statements and financial statement
schedule of the Company included in its Annual Report on Form 10-K for the year
ended November 30, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
April 15, 1999
<PAGE>
EXHIBIT 24.01
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 or her and in his or
her name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-3 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: April 15, 1999
<TABLE>
<CAPTION>
SIGNATURE TITLE
- - - ------------------------------ --------------------------
<C> <S>
Chief Executive Officer
and
/s/ RICHARD S. FULD, JR. Chairman of the Board of
- - - ------------------------------ Directors
Richard S. Fuld, Jr. (principal executive
officer)
Chief Financial and
/s/ JOHN L. CECIL Administrative Officer
- - - ------------------------------ (principal financial and
John L. Cecil 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
/s/ HENRY KAUFMAN
- - - ------------------------------ Director
Henry Kaufman
/s/ HIDEICHIRO KOBAYASHI
- - - ------------------------------ Director
Hideichiro Kobayashi
/s/ JOHN D. MACOMBER
- - - ------------------------------ Director
John D. Macomber
/s/ DINA MERRILL
- - - ------------------------------ Director
Dina Merrill
</TABLE>
