form8-k.htm
UNITED STATES
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) May 2,
2008
Lazard
Ltd
(Exact
name of registrant as specified in its charter)
Bermuda
(State or
other jurisdiction of incorporation)
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001-32492
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98-0437848
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, 2 Church Street, Hamilton, Bermuda
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HM
11
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(Address
of Principal Executive Offices)
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(Zip
Code)
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441-295-1422
Registrant’s telephone number, including area
code
Not
Applicable
(Former
name or former address, if changed since last report)
____________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other
Events.
On May 2, 2008,
Lazard Group LLC (“Lazard
Group”)
agreed (for itself and/or one or more of its subsidiaries, as it may elect) to
purchase substantially all of Lazard Group’s
outstanding 6.120% Senior Notes initially due 2035 (the “Notes”)
at a price of 100.5% of the principal amount. The Notes currently form a
part of Lazard Ltd’s
outstanding 6.65% Equity Security Units (the “ESU”)
and will be purchased in connection with the remarketing of the Notes pursuant
to the terms of the ESUs. As a result of the remarketing, the Notes will
no longer be a component of the ESUs, the stated maturity of the Notes will be
reset to May 15, 2010, the annual interest rate on the Notes will be reset
to 4.00% and interest on the Notes will be payable semi-annually in
arrears. The remarketing and related settlement of the purchase contracts
underlying the ESUs are expected to close on May 15, 2008.
Each ESU
initially consisted of 2.5% interest in a $1,000 Note and a purchase contract
requiring holders, on May 15, 2008, to purchase for $25 a number of shares of
Lazard Ltd Class A common stock (“common
stock”),
ranging from 0.8333 to 1, based upon the market value of the common stock during
the period commencing on April 15, 2008 and ending on May 12, 2008 (the “reference
period”).
Upon the closing of the remarketing and subject to adjustment based on the
market value of the common stock for the remainder of the reference period,
Lazard Ltd expects to issue approximately 14.6 million shares of common stock
for $437.5 million and Lazard Group or one of its subsidiaries expects to
purchase substantially all of the outstanding Notes for approximately $439.7
million.
SIGNATURES
Pursuant to the requirements of the
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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LAZARD LTD |
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(Registrant) |
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By:
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/s/ Michael J.
Castellano |
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Name: Michael
J. Castellano |
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Title: Chief
Financial Officer |
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Dated:
May 2,
2008