LEHMAN BROTHERS HOLDINGS INC
8-K, 2000-03-20
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



        Date of Report (date of earliest event reported): March 20, 2000

                          LEHMAN BROTHERS HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

                      1-9466                      13-3216325
            (Commission File Number)     (IRS Employer Identification No.)


                            3 World Financial Center
                            New York, New York 10285
                        (Address of principal (Zip Code)
                         executive offices)

               Registrant's telephone number, including area code:
                                 (212) 526-7000




<PAGE>


Item 5.  Other Events


First Quarter Earnings

         On March 20, 2000 Lehman  Brothers  Holdings  Inc.  (the  "Registrant")
issued a press  release with respect to its first  quarter  2000  earnings  (the
"Earnings Release").

         Copy of the Earnings Release follows.


Item 7.  Financial Statements and Exhibits

         (c)      Exhibits

The following Exhibits are filed as part of this Report.

         99.1     Press Release Relating to First Quarter 2000 Earnings

         99.2     Consolidated Statement of Income
                  (Three Months Ended February 29, 2000)
                  (Preliminary and Unaudited)

         99.3     Selected Statistical Information



<PAGE>



                                    SIGNATURE



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Company  has duly  caused  this  Report to be  signed on its  behalf by the
undersigned hereunto duly authorized.


                             LEHMAN BROTHERS HOLDINGS INC.


                             By:     /s/ John L. Cecil
                                     ---------------------------------
                                     John L. Cecil
                                     Chief Financial and Administrative Officer
                                     (Principal Financial Officer)



Date:  March 20, 2000




<PAGE>


                                  EXHIBIT INDEX



Exhibit No.            Exhibit

Exhibit 99.1           Press Release Relating to First Quarter 2000 Earnings

Exhibit 99.2           Consolidated Statement of Income
                       (Three Months Ended February 29, 2000)
                       (Preliminary and Unaudited)

Exhibit 99.3           Selected Statistical Information




<PAGE>



EXHIBIT 99.1


For Immediate Release                  Media Contact:    William J. Ahearn
                                                         (212) 526-4379

                                       Investor Contact: Shaun Butler
                                                         (212) 526-8381



                             LEHMAN BROTHERS REPORTS
                 RECORD FIRST QUARTER EARNINGS OF $541 MILLION,
                             UP 156% FROM A YEAR AGO




NEW YORK,  March 20, 2000 - Lehman  Brothers  Holdings  Inc.  (NYSE:  LEH) today
reported net income of $541 million,  or $3.69 per common share  (diluted),  for
the first quarter ended February 29, 2000.  Net income  increased by 156 percent
over the $211 million  reported for the first quarter of fiscal 1999. Net income
per share  increased 135 percent from $1.57  (diluted) in the year-ago  quarter.
The  results  for the  fiscal  2000  first  quarter  were the best in the Firm's
history in terms of revenues, net income, operating margin and return on equity.

"This was an extremely  strong quarter for Lehman  Brothers,  one which not only
reflects the significant  strength of the Firm today,  but also  underscores our
ability to continue to enhance the organization's potential going forward," said
Richard S. Fuld,  Jr.,  Chairman and Chief  Executive  Officer.  "Our businesses
across the board  performed  extremely  well this  quarter,  with  equities  and
investment banking posting record revenues,  and fixed income and private client
services  producing  very  strong  results.  The Firm is clearly  hitting on all
cylinders."

Net revenues (total  revenues less interest  expense) for the first quarter were
$2.202  billion,  an  increase of 97 percent  from  $1.118  billion in the first
quarter of fiscal 1999. The revenue total was the highest in the Firm's history,
surpassing the next highest quarterly total by more than $700 million.  Mr. Fuld
noted that the gains in the first quarter reflected record performance in equity
underwriting and M&A advisory  activities,  as well as significant  increases in
the Firm's  institutional  customer flow activities across most equity and fixed
income products.

Mr. Fuld also pointed out that the breadth of Lehman Brothers'  revenues for the
first quarter of fiscal 2000  underscores  the success of the Firm's  efforts to
diversify  its revenue mix by business and by region.  Mr. Fuld said the quarter
continued the trend of significant  revenue  generation  from each of the Firm's
major business units, with equities  actually  representing the largest share of
revenues for the period.

Non-interest  expenses for the quarter were $1,408  million,  compared with $809
million in the fiscal 1999 first  quarter.  Nonpersonnel  expenses in the fiscal
2000 first quarter were $263 million, compared with $242 million in the previous
year's first  quarter.  Nonpersonnel  expenses as a  percentage  of net revenues
decreased  in the  quarter  to  11.9  percent  from  21.7  percent  a year  ago.
Compensation and benefits as a percentage of net revenues was 52 percent, as the
Firm  stepped up its rate of  investment  to  accelerate  its  growth,  and take
advantage  of  rapidly  expanding  opportunities  in  a  number  of  businesses,
particularly  investment banking,  equities, and Europe. The Firm also increased
its investment in information technology and e-commerce  activities,  to support
its growth strategy.

For the fiscal  2000 first  quarter,  the Firm's  return on common  equity was a
record 36.8  percent,  more than double the 17.2  percent ROE of a year ago. For
the quarter ended February 29, 2000,  pre-tax operating margin was also a record
at 36.1 percent, compared with 27.6 percent in the year-ago first quarter.

Return on common equity for the first fiscal quarter of 2000 is calculated using
net income before adjusting for a special preferred dividend.

As a result of the  level of  earnings  Lehman  Brothers  attained  in the first
quarter of fiscal 2000, earnings per share calculations  include the impact of a
special  preferred  dividend  of $50  million  expected  to be paid to  American
Express  Company  and to Nippon  Life  Insurance  Company at year end.  American
Express  and  Nippon  Life are  entitled  to  receive  an annual  non-cumulative
preferred  dividend  equal to 50  percent  of the amount by which the Firm's net
income for the full fiscal year  exceeds  $400  million,  up to a maximum of $50
million per year, through mid-year 2002.

As of  February  29,  2000,  Lehman  Brothers  stockholders'  equity  and  trust
preferred  securities  totaled  $7.3  billion and total  capital  (stockholders'
equity, trust preferred securities,  and long-term debt) was $39.6 billion. Book
value per common share was $48.79.

Lehman  Brothers  is a global  investment  bank  with  leadership  positions  in
corporate  finance,  advisory  services,  private equity,  municipal finance and
fixed income and equity sales, trading and research.  Lehman Brothers serves the
financial  needs  of  corporate,   government  and  institutional  clients,  and
high-net-worth individuals through offices in major financial centers worldwide.


                        (Financial Information Attached)


<PAGE>


EXHIBIT 99.2

LEHMAN BROTHERS HOLDINGS INC.
CONSOLIDATED STATEMENT OF INCOME
(Preliminary and Unaudited)
(In millions, except per share data)

<TABLE>
<CAPTION>


                                                     Three Months Ended              Percentage of
                                               February 29         February 28       Dollar Change
                                                  2000                1999             Inc/(Dec)
                                             --------------       -------------    ---------------
Revenues:
<S>                                         <C>                   <C>              <C>
    Principal transactions                   $   1,114             $     534
    Investment banking                             602                   313
    Commissions                                    229                   146
    Interest and dividends                       4,313                 3,581
    Other                                           82                    17
                                               -------               -------
       Total revenues                            6,340                 4,591
    Interest expense                             4,138                 3,473
                                                 -----                 -----
       Net revenues                              2,202                 1,118             97%
                                                 -----                 -----
Non-interest expenses:
    Compensation and benefits                    1,145                   567
    Technology and communications                   84                    82
    Brokerage and clearance                         58                    58
    Business development                            35                    28
    Professional fees                               32                    22
    Occupancy                                       30                    28
    Other                                           24                    24
                                               -------                  ----
       Total non-interest expenses               1,408                   809             74%
                                                 -----                   ---
Income before taxes and dividends
  on trust preferred securities                    794                   309            157%
    Provision for income taxes                     239                    96
    Dividends on trust preferred securities         14                     2
                                               -------              --------
Net income                                       $ 541                 $ 211            156%
                                                 =====                 =====
Net income applicable to common stock            $ 482                 $ 198            143%
                                                 =====                 =====


Earnings per common share
  Basic                                          $3.92                $1.62
                                                 =====                =====
  Diluted                                        $3.69                $1.57
                                                 =====                =====
</TABLE>


<PAGE>


LEHMAN BROTHERS HOLDINGS INC.
SEGMENT INFORMATION
(Preliminary and Unaudited)
(In millions)



                                 Three Months Ended
                             February 29     February 28         Percentage
                                2000            1999             Change
                           --------------   -------------       --------------

   Investment Banking:
         Net Revenue         $   593         $     309              92%
         Pre-tax                 179                84             113%

   Capital Markets:
       Net Revenue             1,339               687              95%
       Pre-tax                   506               203             149%

    Client Services:
          Net Revenue            270               122             121%
          Pre-tax                109                22             395%

     Total Firm:
          Net Revenue      $   2,202         $   1,118              97%
          Pre-tax                794               309             157%


    Note - Segment lines include the following business activities:

   Investment Banking -
o   Equity and debt underwriting
o   Mergers and acquisitions and other financial advisory

   Capital Markets -
o   Institutional sales and trading in equity and fixed income products

   Client Services -
o   Customer flow and asset management services to high net worth retail clients
o   Private equity management and incentive fees



<PAGE>

EXHIBIT 99.3


LEHMAN BROTHERS HOLDINGS INC.
SELECTED STATISTICAL INFORMATION
(Preliminary and Unaudited)
(Dollars in millions, except per share data)
<TABLE>
<CAPTION>



                                                                    Quarters Ended                                    Twelve Months
                                          -------------------------------------------------------------------     ------------------
                                             2/29/00        11/30/99       8/31/99       5/31/99      2/28/99            1999
                                          ------------ -------------- ------------- ------------- ------------    ------------------
<S>                                            <C>            <C>           <C>           <C>          <C>                <C>
Income Statement
Net Revenues                                   $2,202         $1,411        $1,356        $1,455       $1,118             $5,340
Non-Interest Expenses:
  Compensation and Benefits                     1,145            715           688           738          567              2,707
  Nonpersonnel Expenses                           263            258           251           251          242              1,002
Net Income                                        541            301           290           330          211              1,132
Net Income Applicable to
   Common Stock                                   482            292           279           268          198              1,037
Earnings per Common Share
   Basic                                        $3.92          $2.41         $2.30         $2.19        $1.62              $8.53
   Diluted                                      $3.69          $2.28         $2.20         $2.09        $1.57              $8.15

Financial Ratios (%)
Return on Common Equity
     (annualized) (a)                            36.8           21.6          22.1          26.3         17.2               21.8
Return on Common Equity
   (annualized) (b)                              33.3           21.6          22.1          22.1         17.2               20.8

Pretax Operating Margin                          36.1           31.1          30.8          32.0         27.6               30.5
Compensation & Benefits/
   Net Revenues                                  52.0           50.7          50.7          50.7         50.7               50.7
Effective Tax Rate                               30.1           28.0          27.0          27.0         31.0               28.0

Balance Sheet
Total Assets                                 $214,000       $192,244      $202,149      $191,543     $179,305
Total Assets Excluding Matched Book (c)       137,000        130,022       136,106       128,822      121,881
Common Stockholders' Equity                     5,986          5,595         5,192         4,935        4,731
Total Stockholders' Equity + Trust
  Preferred Securities                          7,296          6,993         6,660         6,453        5,964
Total Capital (d)                              39,610         37,684        36,517        34,915       32,682
Book Value per Common Share (e)                 48.79          45.50         42.91         40.58        38.72

Other Data (#s)
Employees                                       9,026          8,893         8,729         8,511        8,695
Common Stock Outstanding                  120,150,218    119,912,810   120,070,089   119,700,830  118,977,746
Average Shares
   Basic                                  123,027,441    120,761,065   121,317,358   122,144,018  121,942,892        121,477,059
   Diluted (f) (g)                        131,205,984    128,994,372   129,063,197   130,364,705  125,776,277        129,282,672

</TABLE>


(a) Return on common equity  calculated  using net income  before  adjusting for
special  preferred  dividends.
(b) Return on common equity calculated using net income after  adjusting  for
special  preferred  dividends.
(c) Matched book is defined  as the lower of  securities  purchased  under
agreements  to resell or securities  sold under  agreements to  repurchase.
(d) Total  capital  includes long-term debt, Trust Preferred  Securities and
stockholders'  equity.
(e) This calculation includes restricted stock units granted under the Lehman
Stock Award Programs included in stockholders'  equity.
(f) For the quarters ended November 30,  August  31 and May 31,  1999,  the
assumed  conversion  of  Series A and B Convertible Preferred Stock into
2,118,396, 2,607,680 and 2,912,505 common shares had the effect of decreasing
diluted earnings per share by $0.01.  For the year ended November  30,  1999 the
assumed  conversion  of Series A and B  Convertible Preferred  Stock into
2,779,737  common shares had the effect of decreasing diluted earnings per share
by $0.04.
(g) For the quarter ended February 29, 2000, the assumed  conversion of Series A
and B convertible Preferred Stock into 1,221,740 common shares had the effect of
decreasing diluted earnings per share by $0.02.




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