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 Capital Trust II
(with respect to the Trust Preferred Securities)
Lehman Brothers Holdings Inc.
(with respect to the related guarantee and back-up obligations)
(together, the "Registrants")
(Exact name of Registrants as specified in their charters)
Delaware
(State or other jurisdiction of incorporation for both Registrants)
Lehman Brothers Holdings Capital Trust II--13-4054196
Lehman Brothers Holdings Inc.--13-3216325
(IRS employer identification nos.)
c/o Lehman Brothers Holdings Inc.
3 World Financial Center
New York, New York 10285
(Address of principal executive offices,
including zip code, for both Registrants)
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. [ ]
Securites Act of 1933 registration statement file number to which this form
relates: N/A
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
- ------------------------------ ------------------------------
7.875% Trust Preferred Securities New York Stock Exchange, Inc.
(and the related guarantee and
back-up obligations)
Securities to be Registered Pursuant to Section 12(g) of the Exchange Act:
None
<PAGE>
Item 1. Description of Registrants' Securities to be Registered.
The Registrants hereby incorporate by reference the descriptions set forth under
the captions "Certain Terms of the Preferred Securities," "Relationship Among
the Preferred Securities, the Subordinated Debentures and the Guarantee,"
"Description of Preferred Securities" and "Description of Guarantees" in the
Prospectus Supplement dated April 15, 1999 and accompanying Prospectus dated
March 23, 1999, filed with the Commission on April 19, 1999 pursuant to Rule
424(b)(2) under the Securities Act of 1933.
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 Registrant
Lehman Brothers Holdings Inc. are currently registered. In accordance with the
instructions regarding exhibits on Form 8-A, the following exhibits are
incorporated herein by reference:
1.01 Certificate of Trust of Lehman Brothers Holdings Capital Trust II
(incorporated by reference to Exhibit 4(v) of the Registrants'
Registration Statement on Form S-3, filed with the Commission on April
15, 1998).
1.02 Amended and Restated Declaration of Trust (the "Declaration") for
Lehman Brothers Holdings Capital Trust II (incorporated by reference to
Exhibit 4.03 of Lehman Brothers Holdings Inc.'s Current Report on Form
8-K filed with the Commission on April 20, 1999).
1.03 Certificates evidencing Preferred Securities issued under the
Declaration (incorporated by reference to Exhibit 4.04 of Lehman
Brothers Holdings Inc.'s Current Report on Form 8-K filed with the
Commission on April 20, 1999).
1.04 Guarantee of Lehman Brothers Holdings Inc. with respect to the Trust
Preferred Securities (incorporated by reference to Exhibit 4.05 of
Lehman Brothers Holdings Inc.'s Current Report on Form 8-K filed with
the Commission on April 20, 1999).
1.05 Indenture dated as of February 1, 1996 between Lehman Brothers Holdings
Inc. and The Chase Manhattan Bank (formerly Chemical Bank), as Trustee,
relating to a Junior Subordinated Debenture purchased by Lehman
Brothers Holdings Capital Trust II (incorporated by reference to
Exhibit 2 of Lehman Brothers Holdings Inc.'s Registration Statement on
Form 8-A filed with the Commission on February 8, 1996).
1.06 Supplemental Indenture dated as of February 1, 1996 between Lehman
Brothers Holdings Inc. and The Chase Manhattan Bank (formerly Chemical
Bank), as Trustee (incorporated by reference to Exhibit 3 of Lehman
Brothers Holdings Inc.'s Registration Statement on Form 8-A filed with
the Commission on February 8, 1996).
1.07 Third Supplemental Indenture dated as of April 20, 1999 between Lehman
Brothers Holdings Inc. and The Chase Manhattan Bank (formerly Chemical
Bank), as Trustee (incorporated by reference to Exhibit 4.01 of Lehman
Brothers Holdings Inc.'s Current Report on Form 8-K filed with the
Commission on April 20, 1999).
<PAGE>
1.08 Junior Subordinated Debenture purchased by Lehman Brothers Holdings
Capital Trust II (incorporated by reference to Exhibit 4.02 of Lehman
Brothers Holdings Inc.'s Current Report on Form 8-K filed with the
Commission on April 20, 1999).
Signature
Pursuant to the requirements of the Exchange Act, the Registrants have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereto duly authorized.
Lehman Brothers Holdings Inc.
/s/ Jennifer Marre
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Vice President
Lehman Brothers Holdings Capital Trust II
/s/ Jennifer Marre
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Regular Trustee
/s/ Oliver Budde
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Regular Trustee
April 19, 1999
