10-K/A 1 a08-21081_210ka.htm 10-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

(Amendment No. 1)

 

(Mark one)

 

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2007

 

 

OR

 

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from                          to                         

 

Commission file numbers 333-129195-01 and 333-129195-02

 

Lehman Brothers Holdings
E-Capital Trust I

 

Delaware

 

20-3646452

Lehman Brothers Holdings
E-Capital LLC I

 

Delaware

 

20-3646427

(Exact Name of Registrant as
Specified in its Charter)

 

(State or Other Jurisdiction of
Incorporation or Organization)

 

(I.R.S. Employer Identification Number)

 

745 Seventh Avenue
New York, New York 1009
(Address of principal executive offices) (Zip Code)

 

(212) 526-7000
(Registrants’ telephone number, including area code)

 

THE REGISTRANTS MEET THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND (b) OF FORM 10-K AND THEREFORE ARE FILING THIS FORM 10-K WITH THE REDUCED DISCLOSURE PERMITTED THEREBY.

 

Indicate by check mark if the Registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act. Yes o  No x

 

Indicate by check mark if the Registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

 

Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes x  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, or smaller reporting companies. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filers o

Accelerated filers o

Non-accelerated filers x

Smaller reporting companies o

 

 

(Do not check if a smaller
reporting company)

 

 

Indicate by check mark whether the Registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of February 29, 2008, there was one Trust common security outstanding of Lehman Brothers Holdings E-Capital Trust I and one LLC common security outstanding of Lehman Brothers Holdings E-Capital LLC I and no voting securities of the Registrants were held by non-affiliates of the Registrants.

 

DOCUMENTS INCORPORATED BY REFERENCE: The Prospectus dated May 16, 2006 (the “Prospectus”), filed on May 16, 2006, pursuant to Rule 424(b), under Registration Statement on Form S-4 (No. 333-129195) filed by the Registrants and Lehman Brothers Holdings Inc., is incorporated by reference in Part II. A portion of Lehman Brothers Holdings Inc.’s Definitive Proxy Statement, for its 2008 Annual Meeting of Stockholders (the “Proxy Statement”) is incorporated by reference in Part III.

 

 

 


 

Explanatory Note

 

                Lehman Brothers Holdings E-Capital Trust I (the “Trust”) and Lehman Brothers Holdings E-Capital LLC I (the “LLC”) (together, the “Registrants,” “we,” “us” or “our”) are filing this Amendment No. 1 to Form 10-K solely to correct an inadvertent omission in Item 9A in the Registrants’ Form 10-K for the fiscal year ended December 31, 2007, which was filed with the Securities and Exchange Commission on March 31, 2008 (the “Original Filing”) and in the Principal Executive Officer and Principal Financial Officer certifications set forth in Exhibits 31.01 and 31.02 thereto.

 

                Except for the matters disclosed in Item 9A and Exhibits 31.01 and 31.02, this Amendment No. 1 to Form 10-K does not modify, amend or update in any way any other item or disclosure in the Original Filing. The Original Filing continues to speak as of its date, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

 


 

PART II

 

ITEM 9A(T). CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The management of the Trust and the LLC, with the participation of the persons who function as the equivalent of the principal executive officer and principal financial officer of the Trust and the LLC, evaluated the disclosure controls and procedures of the Trust and the LLC as of the end of the fiscal year covered by this Report.

 

Based on that evaluation, the persons who function as the equivalent of the principal executive officer and principal financial officer of the Trust and the LLC have concluded that, as of the end of the fiscal year covered by this Report, the disclosure controls and procedures of the Trust and the LLC are effective to ensure that information required to be disclosed by the Trust and the LLC in the reports filed or submitted by them under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Trust and the LLC in such reports is accumulated and communicated to their management, including the persons who function as the equivalent of the principal executive officer and principal financial officer of the Trust and the LLC, as appropriate to allow timely decisions regarding required disclosure.

 

Management’s Assessment of Internal Control over Financial Reporting

 

The management of the Trust and the LLC, with the participation of the persons who function as the equivalent of the principal executive officer and the principal financial officer of the Trust and the LLC, are responsible for establishing and maintaining adequate internal control over financial reporting. The Trust’s and the LLC’s internal control systems are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of published financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Management of the Trust and the LLC, with the participation of the persons who function as the equivalent of the principal executive officer and the principal financial officer of the Trust and the LLC, assessed the effectiveness of the Trust’s and the LLC’s internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment we believe that, as of December 31, 2007, the Trust’s and the LLC’s internal control over financial reporting are effective based on those criteria.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this assessment.

 

Changes in Internal Control over Financial Reporting

 

There was no change in the internal control over financial reporting of the Trust and the LLC that occurred during the fourth fiscal quarter of 2007 that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting.

 


 

PART IV

 

ITEM 15. EXHIBITS

 

                (a) The exhibits filed as part of this annual report on Form 10-K/A are listed in the Exhibit Index immediately preceding such exhibits, which Exhibit Index is incorporated herein by reference.

 

3.01

Certificate of Formation of Lehman Brothers Holdings E-Capital LLC I (incorporated by reference to Exhibit 4.05 to the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/02, filed on October 21, 2005)

 

3.02

Limited Liability Company Agreement of Lehman Brothers Holdings E-Capital LLC I, dated as of August 19, 2005 (incorporated by reference to Exhibit 4.06 to the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/02, filed on October 21, 2005)

 

3.03

Amendment No. 1, dated as of May 3, 2006, to Limited Liability Company Agreement of Lehman Brothers Holdings

E-Capital LLC I, dated August 19, 2005 (incorporated by reference to Exhibit 4.07 to Amendment No. 1 to the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/02, filed on May 10, 2006)

 

3.04

Certificate of Trust of Lehman Brothers Holdings E-Capital Trust I (incorporated by reference to Exhibit 4.07 to the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/02, filed on October 21, 2005)

 

3.05

Declaration of Trust of Lehman Brothers Holdings E-Capital Trust I, dated as of August 19, 2005 (incorporated by reference to Exhibit 4.08 to the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/02, filed on October 21, 2005)

 

4.01

LLC Guarantee Agreement, dated as of August 19, 2005 (incorporated by reference to Exhibit 4.09 of the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/-02, filed on October 21, 2005)

 

4.02

Trust Guarantee Agreement, dated as of August 19, 2005 (incorporated by reference to Exhibit 4.10 of the Registrants’ Registration Statement on Form S-4,File No. 333-129195-01/-02 filed on October 21, 2005)

 

4.03

Forms of global certificate of trust preferred security (included Exhibit 3.05 above) (incorporated by reference to Exhibit 4.11 of the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/-02, filed on October 21, 2005)

 

4.04

Certificate of trust common security (incorporated by reference to Exhibit 4.12 of the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/-02, filed on October 21, 2005)

 

4.05

Form of certificate of LLC preferred security (included in Exhibit 3.02 above) (incorporated by reference to Exhibit 4.13 of the Registrants’ Registration Statement on Form S-4, File No. 333-129195-01/-02, filed on October 21, 2005)

 

12.01*

Computation of Ratios of Earnings to Fixed Charges

 

23.01*

Consent of Ernst & Young LLP

 

31.01**

Certification of Person Who Functions as the Equivalent of the Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a)

 

31.02**

Certification of Person Who Functions as the Equivalent of the Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a)

 

 


 

32.01*

Certification of Person Who Functions as the Equivalent of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

 

32.02*

Certification of Person Who Functions as the Equivalent of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Enacted by Section 906 of the Sarbanes-Oxley Act of 2002 (This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.)

 

99.01*

Excerpt from Lehman Brothers Holdings Inc. Annual Report on Form 10-K for the fiscal year ended November 30, 2007

 

 

*            Previously filed/furnished.

 

**          Filed/furnished herewith.

 


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their behalf by the undersigned thereunto duly authorized.

 

 

LEHMAN BROTHERS HOLDINGS E-CAPITAL TRUST I

 

 

 

Date: August 7, 2008

By:

/s/ Paolo R. Tonucci

 

 

Regular Trustee

 

 

 

 

LEHMAN BROTHERS HOLDINGS E-CAPITAL LLC I

 

 

 

Date: August 7, 2008

By:

Lehman Brothers Holdings Inc., as Managing Member

 

 

 

 

By:

/s/ Martin B. Kelly

 

 

Global Financial Controller

 

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

31.01

 

Certification of Person Who Functions as the Equivalent of the Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a)

 

 

 

31.02

 

Certification of Person Who Functions as the Equivalent of the Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a)