Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-138855
Subject
to Completion. Dated June 2, 2009
Preliminary
Prospectus Supplement to Prospectus dated November 21, 2006.
4,000,000
Shares
Class A Common
Stock
All of the shares
of Lazard Ltd
Class A common stock in this offering are being sold by the selling
shareholders identified in this prospectus supplement. Lazard Ltd
will not receive any proceeds from the sale of shares of its Class A common
stock being sold by the selling shareholders. In connection with this
offering, Lazard Group LLC has agreed to purchase an additional 1,700,000 shares
of Lazard Ltd Class A common stock from the selling shareholders through
Goldman, Sachs & Co., as agent, at a price of
$ per share which
will result in $ of
proceeds to the selling shareholders. This purchase by Lazard Group
LLC is conditioned upon the closing of this offering.
Lazard Ltd’s
Class A common stock is listed on the New York Stock Exchange under the
symbol "LAZ". The last reported sale price of Lazard Ltd Class A
common stock on June 1, 2009 was $27.87 per share.
See "Risk Factors" beginning on page S-11 of this
prospectus supplement and page 4 of the accompanying prospectus and "Item 1A.
Risk Factors" on page 15 of our Annual Report on Form 10-K for the year ended
December 31, 2008 to read about factors you should consider before buying
shares of Lazard Ltd Class A common stock.
Neither the Securities and Exchange
Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary is
a criminal offense.
Goldman, Sachs
& Co. has agreed to purchase the Class A common stock from the selling
shareholders at a price of
$ per share which
will result in $ of
proceeds to the selling shareholders.
Goldman, Sachs
& Co. may offer the shares of Class A common stock from time to time
for sale in one or more transactions in the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or otherwise at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices.
Goldman, Sachs
& Co. expects to deliver the shares against payment in New York, New York
on June , 2009.
Goldman,
Sachs & Co.
Prospectus
Supplement dated June , 2009.
Prospectus
Supplement
Page
Prospectus
No
dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus supplement or the
accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and the
accompanying prospectus is an offer to sell only the shares offered hereby, but
only under circumstances and in jurisdictions where it is lawful to do
so. The information contained in this prospectus supplement or the
accompanying prospectus is current only as of its date.
This document is in
two parts. The first part is this prospectus supplement, which
describes the specific terms of this offering and the securities offered
hereby. The second part is the accompanying prospectus, which gives
more general information and includes disclosures that may apply if at some time
in the future we were to sell debt securities, preference shares, warrants,
stock purchase contracts or units or Class A common
stock. Accordingly, the accompanying prospectus contains certain data
that does not apply to this offering. Generally, unless we specify
otherwise, when we refer only to the "prospectus", we are referring to both
parts combined.
If
information in this prospectus supplement is inconsistent with the accompanying
prospectus, you should rely on this prospectus supplement. This
prospectus supplement, the accompanying prospectus and the documents
incorporated into each by reference include important information about us, the
shares being offered and other information you should know before
investing. You should read this prospectus supplement and the
accompanying prospectus together with additional information described under the
heading "Where You Can Find More Information" before investing in our
Class A common stock, which we refer to in this prospectus supplement as
our "common stock".
In this prospectus supplement, unless the
context otherwise requires, the terms:
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"Lazard",
"we", "our", "us", and the "Company" refer to Lazard Ltd, a Bermuda
exempted company whose shares of common stock are publicly traded on the
New York Stock Exchange under the symbol "LAZ", and its subsidiaries,
including Lazard Group.
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"Lazard
Group", refers to Lazard Group LLC, a Delaware limited liability company
that is the holding company for the subsidiaries that conduct Lazard’s
business (which includes all of the businesses, subsidiaries, assets and
liabilities of Lazard Ltd and Lazard Group, and which we refer to in this
prospectus supplement as "our
business").
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We
prepare our financial statements in United States dollars and prepare our
financial statements, including all of the financial statements incorporated or
referenced in this prospectus supplement, in conformity with accounting
principles generally accepted in the United States, or U.S. GAAP". We
have a fiscal year end of December 31. In this prospectus
supplement, except where otherwise indicated, references to "$" or "dollars" are
to the lawful currency of the United States.
The Lazard logo and
the other trademarks, trade names and service marks of Lazard mentioned in this
prospectus supplement, including Lazard®, are the
property of, and are used with the permission of, our subsidiaries.
You
should rely only on the information contained in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference in this
prospectus supplement and accompanying prospectus. We have not
authorized anyone to provide you with different information. The
distribution of this prospectus supplement or the accompanying prospectus and
sale of these securities in certain jurisdictions may be restricted by
law. Persons in possession of this prospectus supplement or the
accompanying prospectus are required to inform themselves about and observe any
such restrictions. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this
prospectus supplement is accurate only as of the date on the front cover of this
prospectus supplement and that any information incorporated by reference is
accurate only as of the date of the document incorporated by
reference. Our business, financial condition, results of operations
and prospects may have changed since such dates.
We
file annual, quarterly and current reports, proxy statements and other
information with the United States Securities and Exchange Commission
("SEC"). You may read and copy any document the Company files at the
SEC's public reference room located at 100 F Street, N.E., Washington, D.C.
20549, U.S.A. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Our SEC filings are also
available to the public from the SEC's internet site at http://www.sec.gov.
We
maintain an Internet site at http://www.lazard.com. Our
websites and the information contained on those sites or connected to those
sites are not incorporated into this prospectus supplement, and you should not
rely on any such information in making your decision whether to purchase our
common stock.
We
are "incorporating by reference" into this prospectus supplement specific
documents that we have filed with the SEC, which means that we can disclose
important information to you by referring you to those documents that are
considered part of this prospectus supplement. Information that we
file subsequently with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below,
and any future documents that we file with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (which we
refer to in this prospectus supplement as the "Exchange Act"), until the
termination of the offerings of all of the common stock covered by this
prospectus supplement have been completed. This prospectus supplement
is part of a registration statement filed with the SEC.
We
are incorporating by reference into this prospectus supplement the following
documents filed with the SEC (excluding any portions of such documents that have
been "furnished" but not "filed" for purposes of the Exchange Act):
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Lazard Ltd’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2008, filed on March 2, 2009 ("Annual Report on Form
10-K");
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Lazard Ltd’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009,
filed on May 1, 2009 ("Quarterly Report on
Form 10-Q");
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Lazard Ltd’s
Proxy Statement on Schedule 14A, filed on March 16, 2009 ("Proxy
Statement");
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Lazard Ltd’s
Current Report on Form 8-K filed on May 18, 2009;
and
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Description
of the Class A common stock contained in the final prospectus for
Lazard Ltd filed pursuant to Rule 424(b)(3) of the Securities Act of 1933,
as amended (the "Securities Act"), on May 6, 2005 with respect to the
Registration Statement on Form S-1 (File No. 333-121407) (the "S-1
Registration Statement").
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We
will provide to each person, including any beneficial owner, to whom a
prospectus supplement is delivered, upon written or oral request and without
charge, a copy of the documents referred to above that we have incorporated by
reference in this prospectus supplement. You can request copies of
such documents if you write to us at the following address: Investor Relations,
Lazard Ltd, 30 Rockefeller Plaza, New York, New York 10020 or call us at
(212) 632-6000. You may also obtain copies of any such documents
by visiting our website at http://www.lazard.com.
This prospectus
supplement and information incorporated by reference herein contain summaries of
certain agreements that we have filed as exhibits to our various SEC filings, as
well as certain agreements that we will enter into in
connection with the offering of common stock covered by this prospectus
supplement. The descriptions of these agreements contained in this
prospectus supplement or information incorporated by reference herein do not
purport to be complete and are subject to, and qualified in their entirety by
reference to, the definitive agreements. Copies of the definitive
agreements will be made available without charge to you by making a written or
oral request to us at the address or telephone number listed
above.
You should rely
only upon the information contained in this prospectus supplement and
incorporated by reference in this prospectus supplement. We have not
authorized anyone to provide you with different information. You
should not assume that the information in this document is accurate as of any
date other than that on the front cover of this prospectus
supplement.
Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus supplement to the extent that a statement contained herein, in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein or in any subsequent prospectus supplement,
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified and superseded, to
constitute a part of this prospectus supplement.
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We are a
preeminent international financial advisory and asset management firm that
has long specialized in crafting solutions to the complex financial and
strategic challenges of our clients. We serve a diverse set of
clients around the world, including corporations, partnerships,
institutions, governments and high-net worth individuals. The
first Lazard partnership was established in 1848. Over time we
have extended our activities beyond our roots in New York, Paris and
London. We currently operate from 40 cities in key
business and financial centers across 24 countries throughout Europe,
North America, Asia, Australia, Central America and South
America.
Our
Business Model
We focus
primarily on two business segments: Financial Advisory and Asset
Management. We believe that the mix of our activities across
business segments, geographic regions, industries and investment
strategies helps to diversify and stabilize our revenue
stream.
Financial
Advisory
We offer
corporate, partnership, institutional, government and individual clients
across the globe a wide array of financial advisory services, regarding
mergers and acquisitions and strategic advisory matters, restructurings
and capital structure advisory services, capital raising and various other
corporate finance matters. We focus on solving our clients'
most complex problems, providing advice to senior management, boards of
directors and business owners of prominent companies and institutions in
transactions that typically are of significant strategic and financial
importance to them.
We continue
to build our Financial Advisory business by fostering long-term, senior
level relationships with existing and new clients as their independent
advisor on strategic transactions. We seek to build and sustain
long-term relationships with our clients rather than focusing on
individual transactions, a practice
that we believe enhances our access to senior management of major corporations and institutions around the world. We emphasize providing clients with senior level attention during all phases of transaction execution. While we
strive to earn repeat business from our clients, we operate in a highly
competitive environment in which there are no long-term
contracted
sources of revenue. Each revenue-generating engagement is separately negotiated and awarded. To develop new client relationships, and to develop new engagements from historical client relationships, we maintain an active dialogue with a large number of clients and potential clients, as well as with their financial and legal advisors, on an ongoing basis. We have gained a significant number of new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and through referrals from directors, attorneys and other third parties with whom we have relationships. At the same time, we lose clients each year as a result of the sale or merger of a client, a change in a client's senior management, competition from other investment banks and other causes. We seek to
offer our services across most major industry groups, including, in many
cases, sub-industry specialties. Our Mergers and Acquisitions
managing directors and professionals are organized to
provide advice in the following major industry practice areas: consumer,
financial institutions, financial sponsors, healthcare and life sciences,
industrial, power and energy/infrastructure, real estate and technology,
media and telecommunications. In addition to our Mergers and
Acquisitions and Financial Restructuring practices, we also maintain
specialties in the following distinct practice areas within our Financial
Advisory segment: government advisory, capital structure and debt
advisory, fund raising for alternative investment funds, private
investment in public equity, or "PIPE" and corporate
finance.
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Our focus in
our Financial Advisory business is on:
● making a
significant investment in our intellectual capital with the addition of
many senior professionals who we believe have strong
client
relationships and industry expertise, ● increasing
our contacts with existing clients to further enhance our long-term
relationships and our efforts in developing new client
relationships,
● expanding the
breadth and depth of our industry expertise and selectively adding new
practice areas,
● coordinating our
industry specialty activities on a global basis and increasing the
integration of our industry experts with our Mergers and
Acquisitions, Financial Restructuring and Corporate Finance
professionals, and
● broadening
our geographic presence by adding new offices including, in 2007 and 2008,
offices in Australia (Melbourne), Switzerland (Zurich) and the United Arab
Emirates (Dubai City), as well as in the U.S. (Boston, Minneapolis,
Charlotte and Washington, D.C.); acquiring a 50% interest in a financial
advisory firm with offices in Central and South America (Chile, Panama,
Uruguay and Peru); entering into a joint cooperation agreement in Eastern
Europe and Russia; and creating a strategic alliance with a financial
advisory firm in Mexico.
In addition
to the investments made as part of this strategy, we believe that the
following external market factors may enable our Financial
Advisory
business to benefit: ● increasing
demand for independent, unbiased financial advice,
● increasing
demand for Financial Restructuring advice due to the increased level of
corporate defaults, and
● a potential
increase in cross-border mergers and acquisitions and large capitalization
mergers and acquisitions, two of our areas of
historical
specialization. Going
forward, our strategic emphasis in our Financial Advisory business is to
leverage the investments we have made in recent years to grow our business
and drive our productivity. We continue to seek to
opportunistically attract outstanding individuals to our
business. We routinely reassess our strategic position and may
in the future seek opportunities to further enhance our competitive
position.
Asset
Management
Our Asset
Management business provides investment management and advisory services
to institutional clients, financial intermediaries, private clients and
investment vehicles around the world. Our goal in our Asset
Management business is to produce superior risk-adjusted investment
returns and provide investment solutions customized for our
clients. Many of our equity investment strategies share an
investment philosophy that centers on fundamental security selection with
a focus on the trade-off between a company's valuation and its financial
productivity.
Our strategic
plan in our Asset Management business is to focus on delivering superior
investment performance and client service and broadening our
product offerings and distribution in selected areas in order to continue to drive improved business results. Over the past several years, in an effort to improve the operations of Lazard Asset Management LLC ("LAM") and expand our business, we have: ● focused on
enhancing our investment performance,
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● improved our
investment management platform by adding a number of senior investment
professionals (including portfolio managers and analysts),
● continued to
strengthen our marketing and consultant relations
capabilities,
● expanded our
product platform by "lifting-out" experienced portfolio managers to
establish new products, and
● continued to
expand LAM's geographic reach, including by opening offices in Hong Kong
and Bahrain.
We believe
that our Asset Management business has long maintained an outstanding team
of portfolio managers and global research
analysts. We
intend to maintain and supplement our intellectual capital to achieve our goals. We routinely reassess our strategic position and may in the future seek acquisitions or other transactions, including the opportunistic hiring of new employees, in order to further enhance our competitive position. We also believe that our specific investment strategies, global reach, unique brand identity and access to multiple distribution channels may allow us to expand into new investment products, strategies and geographic locations. In addition, we plan to expand our participation in alternative investment activities through investments in new and successor funds, and are considering expanding the services we offer to high-net worth individuals through organic growth, acquisitions or otherwise. Lazard's
Organizational Structure
Lazard Group
is a Delaware limited liability company and the holding company for the
subsidiaries that conduct our business. Lazard Group has
two
primary holders of its membership interests: Lazard Ltd and LAZ-MD Holdings LLC, a Delaware limited liability company that holds equity interests in Lazard Group and the Class B common stock of Lazard Ltd, which we refer to in this prospectus supplement as "LAZ-MD Holdings". Lazard Ltd has no material assets other than indirect ownership of approximately 68.2% of the common membership interests of Lazard Group as of June 2, 2009 (or approximately 71.1% of the common membership interests of Lazard Group after this offering), and indirect control of both of the managing members of Lazard Group. Lazard Ltd controls Lazard Group through this managing member position. The remaining approximately 31.8% of Lazard Group's common membership interests as of June 2, 2009 (or approximately 28.9% of the common membership interests of Lazard Group after this offering) is held by LAZ-MD Holdings, the holding company that is owned by current and former managing directors of Lazard Group. The Lazard Group common membership interests held by LAZ-MD Holdings are effectively exchangeable over time on a one-for-one basis with Lazard Ltd for shares of Class A common stock. Each share of
our Class A common stock entitles its holder to one vote per
share. Each LAZ-MD Holdings exchangeable interest, all of which
are held by the two classes of members of Lazard Group that consist of
current and former managing directors (or their family members, trusts and
charitable foundations),
which we refer to in this prospectus supplement as the "working members", is effectively exchangeable together with a Lazard Group common interest held by LAZ-MD Holdings for a share of our common stock, with such ratio subject to adjustment. The single outstanding share of our Class B common stock is intended to allow our current and former managing directors holding LAZ-MD Holdings exchangeable interests to individually vote in proportion to their indirect economic interests in Lazard Ltd. For a description of the voting rights of holders of LAZ-MD Holdings exchangeable interests, see "Certain Relationships and Related Transactions—LAZ-MD Holdings Stockholders' Agreement" in our Proxy Statement. Our Class B common stock has approximately 31.8% of the voting power of Lazard Ltd as of June 2, 2009 (or approximately 28.9% of the voting power of Lazard Ltd after this offering), which percentage will further decrease proportionately as Lazard Group common membership interests are exchanged for shares of our common stock. Upon full exchange of the LAZ-MD Holdings exchangeable interests for shares of our common stock, the Class B common stock would cease to be outstanding, and all of the Lazard Group common membership interests formerly owned by LAZ-MD Holdings would be owned indirectly by Lazard Ltd. We expect that LAZ-MD Holdings will manage its ownership of us so that it will not be deemed to be an "investment company" under the U.S. Investment Company Act of 1940, as amended, or the "Investment Company Act". |
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Lazard Ltd
was incorporated in Bermuda on October 25, 2004. Lazard
Group was formed in Delaware on March 2, 2000 under the name Lazard
LLC and was renamed Lazard Group LLC on May 10, 2005. Our
principal executive offices are located in the United States at 30
Rockefeller Plaza, New York, New York 10020, with a general telephone
number of (212) 632-6000, in France at 121 Boulevard Haussmann, 75382
Paris Cedex 08, with a general telephone number of 33-1-44-13-01-11, and
in the United Kingdom at 50 Stratton Street, London W1J 8LL, with a
general telephone number of 44-207-187-2000. Our registered
office in Bermuda is located at Clarendon House, 2 Church Street, Hamilton
HM 11, Bermuda, with a general telephone number of
(441) 295-1422. We maintain an Internet site at http://www.lazard.com. Our websites and the
information contained on those sites, or connected to those sites, are not
incorporated into this prospectus supplement, and you should not rely on
any such information in making your decision whether to purchase our
common stock.
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The
Offering
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Common
stock offered by the selling shareholders in this
offering(a)
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4,000,000
shares
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Common
stock to be outstanding immediately after this offering:
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Class
A common stock(b)
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86,955,953
shares
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Class
B common stock
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1
share
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Lazard
Group common membership interests to be outstanding immediately after this
offering:
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Owned
by Lazard Ltd
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86,955,953
interests
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Owned
by LAZ-MD Holdings(c)
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35,277,711
interests
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Total
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122,233,664
interests
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Dividend
policy
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On
January 27, 2009 and April 27, 2009, our board of directors declared a
dividend of $0.10 per share, which was paid on February 27, 2009 and
May 29, 2009, respectively, to stockholders of record as of
February 6, 2009 and May 8, 2009,
respectively.
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We
currently intend to declare quarterly dividends on all outstanding shares
of our common stock. The declaration of any dividends and,
if declared, the amount of any such dividend, will be subject to our
actual future earnings, cash flow and capital requirements; to the amount
of distributions to us from Lazard Group; and to the discretion of our
board of directors. For further discussion of the factors that
will affect the determination by our board of directors to declare
dividends, see "Price Range of Our Common Stock and Dividend
Policy".
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Lazard
Group stock purchase
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Lazard
Group has agreed to purchase 1,700,000 shares of our common stock
from the selling shareholders through Goldman, Sachs & Co., as agent,
at the price per share paid by Goldman, Sachs & Co. for the shares in
this offering (the "Lazard Group Purchase"). The Lazard Group
Purchase is conditioned upon the closing of this
offering.
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Any
shares sold pursuant to the Lazard Group Purchase shall be deemed to have
been purchased by Goldman, Sachs & Co. on behalf of, and solely as
agent for, Lazard Group.
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Use
of
Proceeds
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We
will not receive any net proceeds from the sales of common stock offered
by the selling shareholders in this offering. See "Use of
Proceeds".
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Risk
Factors
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For
a discussion of factors you should consider before buying shares of our
common stock, see "Risk Factors" in this prospectus supplement and in the
accompanying prospectus, and the other risk factors included in our Annual
Report on Form 10-K.
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Material
U.S. Federal Income Tax Considerations
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In
connection with our formation, we made an election to be treated as a
partnership for U.S. federal income tax purposes. As a result,
each holder of our common stock will be required to report on its income
tax return its allocable share of our income, gains, losses and
deductions. For additional information concerning the material
tax consequences of investing in our common stock, see "Material U.S.
Federal Income Tax and Bermuda Tax Considerations".
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New
York Stock Exchange
Symbol
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LAZ
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___________________
(a) Unless specifically
noted, information in this prospectus supplement assumes and gives effect
to the simultaneous consummation of this offering and the Lazard Group
Purchase.
(b) Includes
(1) 3,583,300 shares of common stock to be sold pursuant to this
offering and the Lazard Group Purchase by the selling shareholders upon
the exchange of 3,583,300 common membership interests in Lazard
Group held by LAZ-MD Holdings and (2) 83,372,653 shares of common
stock outstanding immediately prior to this offering (including 9,139,441
shares of our common stock held by Lazard Group) but excludes
(i) 35,277,711 shares of our common stock that will be issuable in
connection with future exchanges of common membership interests in Lazard
Group held by LAZ-MD Holdings, which Lazard Group common membership
interests are effectively exchangeable for shares of our common stock on a
one-for-one basis, (ii) up to 23,806,314 shares of our common
stock available for issuance in connection with our 2005 Equity Incentive
Plan (20,750,861 stock units in respect of which have been granted (net of
forfeitures) as of the date of this prospectus supplement
and 3,055,453 of which are subject to awards following this offering)
and shares of our common stock available for issuance in connection with
our 2008 Incentive Compensation Plan (with the maximum number of shares
available based on a formula that limits the aggregate number of shares
that may, at any time, be subject to awards that are considered
"outstanding" under the plan to 30% of the then-outstanding shares of our
common stock (treating, for this purpose, the then-outstanding
exchangeable interests of LAZ-MD Holdings on a fully-exchanged basis)),
(iii) an additional 2,631,570 shares of our common stock that will be
issuable or otherwise deliverable upon conversion of the $150 million
convertible subordinated note, which we refer to as the "$150 million
convertible note", held by Banca Intesa S.p.A. ("Intesa"), (iv) the
following shares which are issuable in connection with the acquisitions of
Carnegie, Wylie & Company (Holdings) PTY LTD ("CWC"), an
Australia-based financial advisory firm, on July 31, 2007 and
Goldsmith, Agio, Helms and Lynner LLC ("GAHL"), a U.S. based advisory
firm, on August 13, 2007: (A) 993,024 shares of our common stock
that are issuable on a non-contingent basis, (B) shares of our common
stock that are issuable upon the non-contingent conversion of 9,724 shares
of our Series A preferred stock, with the number of shares of our common
stock dependent, in part, upon future prices of our common stock, and
(C) 948,631 shares of our common stock that are contingently issuable
and 22,021 shares of our Series A preferred stock that are
contingently convertible into shares of our common stock, with the number
of such shares of our common stock dependent upon the future performance
of GAHL and CWC, and (v) 2,201,457 shares of our common stock
(subject to upward adjustment to account for certain cash dividends) that
we expect will be issued, subject to certain exceptions, on October 31,
2011 in connection with the LAM Merger. If, immediately
following this offering, LAZ-MD Holdings exchanged all of its
then-remaining Lazard Group common membership interests, members of LAZ-MD
Holdings would own 35,277,711 additional shares of our common stock,
representing approximately % of our
outstanding common stock.
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(c) The
Lazard Group common membership interests held by LAZ-MD Holdings are
effectively exchangeable over time, on a one-for-one basis, for shares of
our common stock.
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You
should carefully consider the following risk factors and the risk factors
incorporated by reference into this prospectus supplement and all of the other
information set forth in this prospectus supplement or incorporated by reference
in this prospectus supplement, including our consolidated financial statements
and related notes, before deciding to purchase shares of common stock offered by
this prospectus supplement. The risk factors set forth below and the
risk factors incorporated by reference into this prospectus supplement primarily
relate to the business of Lazard Group. These risks also affect
Lazard Ltd because Lazard Ltd has no material assets other than indirect
ownership of approximately 68.2% of the common membership interests in Lazard
Group as of June 2, 2009 (or approximately 71.1% of the common membership
interests in Lazard Group after this offering) and its controlling interest in
Lazard Group. For a discussion of the risks related to our business
see "Item 1A. Risk
Factors" in our Annual Report on
Form 10-K. The following risk factors and the risk factors
incorporated by reference into this prospectus supplement describe material
risks of which we are aware. If any of the events or developments
described below actually occurred, our business, financial condition or results
of operations would likely suffer.
Risks
Related to this Offering
The
market price and trading volume of our common stock may be volatile, and you may
not be able to resell your shares at or above the public offering
price.
The price of our
common stock in this offering was determined through negotiations between us and
Goldman, Sachs & Co. The negotiated price of this offering may
not be indicative of the market price of the common stock after this
offering. The market price of our common stock will likely continue
to fluctuate in response to the following factors, some of which are beyond our
control, including the following:
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quarterly
fluctuations in our operating
results,
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changes in
investors’ and analysts’ perception of the business risks and conditions
of our business,
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broader
market fluctuations,
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|
●
|
general
economic and political conditions,
|
|
|
●
|
acquisitions
and financings, including the potential issuance of a substantial number
of shares of our common stock as consideration for past or future
acquisitions and other
transactions,
|
|
|
●
|
the issuance
of a substantial number of shares of our common stock in exchange for a
reduction of debt upon conversion of any portion of the $150 million
convertible note held by Intesa, and further exchanges of the LAZ-MD
Holdings exchangeable interests,
|
|
|
●
|
sale of a
substantial number of shares of our common stock held by the existing
security holders in the public market, including shares issued upon
vesting of outstanding restricted stock units,
and
|
|
|
●
|
general
conditions in the financial services
industry.
|
As a result, shares of our common stock may
trade at prices significantly below the price of this
offering. Declines in the price of our common stock may adversely
affect our ability to recruit and retain key employees, including our managing
directors and other key professional employees.
Should
we be liquidated at our book value, investors would not receive the full amount
of their investment.
The market price
per share of our common stock exceeds the book value per share of our common
stock. Accordingly, should we be liquidated at our book value,
investors would not receive the full amount of their investment.
Our
share price may decline due to the large number of shares eligible for future
sale and for exchange.
Immediately after
this offering, our authorized and unissued shares of common stock will include
approximately 35,277,711 shares of our common stock underlying the
outstanding LAZ-MD Holdings exchangeable membership interests, 20,750,861 shares
of our common stock underlying the restricted stock units and deferred stock
units that have thus far been granted pursuant to our 2005 Equity Incentive
Plan, 7,224,590 shares of our common stock underlying the restricted stock
units and deferred stock units that have thus far been granted pursuant to our
2008 Incentive Compensation Plan, 2,631,570 shares of our common stock issuable
or otherwise deliverable upon conversion of the $150 million convertible
note held by Intesa, 2,201,457 shares of our common stock (subject to upward
adjustment to account for certain cash dividends) that were issuable in
connection with the LAM Merger and the following shares which are issuable in
connection with the acquisitions of CWC and GAHL: (A) 993,024
shares of our common stock that are issuable on a non-contingent basis,
(B) shares of our common stock that are issuable upon the non-contingent
conversion of 9,724 shares of our Series A preferred stock, with the number of
shares of our common stock dependent, in part, upon future prices of our common
stock and (C) 948,631 shares of our common stock that are contingently
issuable and 22,021 shares of our Series A preferred stock that are
contingently convertible into shares of our common stock, with the number of
such shares of our common stock dependent upon the future performance of GAHL
and CWC. We cannot predict the effect, if any, that market sales of
those shares of common stock, the possibility of such sales or the availability
of those shares of common stock for sale will have on the market price of our
common stock or our ability to raise capital through the issuance of equity
securities from time to time.
As
reflected in the table below, LAZ-MD Holdings exchangeable interests are
effectively exchangeable into our common stock, and thereafter that common stock
will become available for sale in significant numbers. In addition,
LAZ-MD Holdings and certain of our subsidiaries, with the consent of the Lazard
Ltd board of directors, have the right to cause the holders of LAZ-MD Holdings
exchangeable interests to exchange all such remaining interests during the
30-day period following May 10, 2014 and under certain other
circumstances. For a discussion of these exchange and transfer
restrictions, see "Certain Relationships and Related Transactions—Relationship
with LAZ-MD Holdings and LFCM Holdings—Master Separation Agreement" in our Proxy
Statement. From time to time, we expect to register the shares
received by the working members pursuant to the exchange of LAZ-MD Holdings
exchangeable interests for resale, as reflected in the table below, by such
working members. Persons exchanging their LAZ-MD Holdings
exchangeable interests are likely to sell all or a portion of their common stock
promptly after exchange to provide liquidity to cover any taxes that may be
payable upon such exchange or to diversify their portfolios.
The following table
reflects the timetable for exchangeability of the LAZ-MD Holdings exchangeable
interests. As described below, exchangeability may be accelerated
under certain circumstances as described in "Compensation of Executive
Officers—Grants of Plan Based Awards—Retention Agreements with Named Executive
Officers", "Certain Relationships and Related Transactions—LAZ-MD Holdings
Stockholders' Agreement" and "Certain Relationships and Related
Transactions—Relationship with LAZ-MD Holdings and LFCM Holdings—Master
Separation Agreement—LAZ-MD Holdings Exchangeable Interests" in our Proxy
Statement.
|
Number
of additional shares of our common stock
that
are expected to become available for exchange
under
LAZ-MD Holdings exchangeable interests
|
||||
|
Dates
after which exchangeability is allowed
|
Prior
to this Offering and
the Lazard Group Purchase |
After
this Offering and the
Lazard Group Purchase |
||
|
On or before
May 10, 2009
|
15,386,443
|
11,803,143
|
||
|
May 10,
2010
|
18,934,655
|
18,934,655
|
||
|
May 10,
2011
|
395,393
|
395,393
|
||
|
May 10,
2012
|
—
|
—
|
||
|
May 10,
2013
|
4,144,520
|
4,144,520
|
||
|
|
|
|||
|
Total
|
38,861,011
|
35,277,711
|
||
Lazard
Ltd's only material asset is its indirect interests in Lazard Group, and it is
accordingly dependent upon distributions from Lazard Group to pay dividends and
taxes and other expenses.
Lazard Ltd is a holding company and, as of
May 11, 2009, had no material assets other than the indirect ownership of
approximately 68.2% of the common membership interests of Lazard Group as of
May 11, 2009 (or approximately 71.1% of the common membership interests of
Lazard Group after this offering), and indirect control of both of the managing
members of Lazard Group. Lazard Ltd controls Lazard Group through
this managing member position. Lazard Ltd has no independent means of
generating revenue. Our wholly-owned subsidiaries incur income taxes
on their proportionate share of any net taxable income of Lazard Group in their
respective tax jurisdictions. We intend to continue to cause Lazard
Group to make distributions to its members, including our wholly-owned
subsidiaries, in an amount sufficient to cover all applicable taxes payable by
us and dividends, if any, declared by us. To the extent that our
subsidiaries need funds to pay taxes on their share of Lazard Group’s net
taxable income, or if Lazard Ltd needs funds for any other purpose, and Lazard
Group is restricted from making such distributions under applicable law or
regulation, or is otherwise unable to provide such funds, it could materially
adversely affect our business, financial condition or results of
operations. See "Price Range of Our Common Stock and Dividend
Policy".
Lazard
Ltd may issue preference shares and our bye-laws and Bermuda law may discourage
takeovers, which could affect the rights of holders of our common
stock.
The ownership of the Class B common stock gives
LAZ-MD Holdings and, through the LAZ-MD Holdings stockholders' agreement, the
members of LAZ-MD Holdings, control of a substantial portion of the total voting
power of Lazard Ltd, which could, among other things, impede a change in control
of Lazard Ltd without LAZ-MD Holdings' consent. We currently have
15,000,000 authorized preference shares, of which 31,745 shares of
non-participating convertible Series A preferred stock are issued and
outstanding. Our board of directors currently has the authority to
issue up to 14,968,255 preference shares without any further vote or action by
the shareholders, in accordance with the provisions of our
bye-laws. Since the preference shares could be issued with
liquidation, dividend and other rights superior to those of our common stock,
the rights of the holders of our common stock will be subject to, and may be
adversely affected by, the rights of the holders of any such preference
shares. The issuance of preference shares could have the effect of
making it more difficult for a third party to acquire a majority of our
outstanding voting stock. Further, the provisions of our bye-laws,
including our classified board of directors and the ability of shareholders to
remove directors only for cause, and of Bermuda law, could have the effect of
delaying or preventing a change in control of Lazard Ltd.
Lazard
Ltd is incorporated in Bermuda, and a significant portion of its assets are
located outside the U.S. As a result, it may not be possible for shareholders of
Lazard Ltd to enforce civil liability provisions of the U.S. federal or state
securities laws.
Lazard Ltd is incorporated under the laws of
Bermuda, and a significant portion of its assets are located outside the
U.S. It may not be possible to enforce court judgments obtained in
the U.S. against Lazard Ltd in Bermuda, or in countries other than the U.S.
where Lazard Ltd has assets, based on the civil liability provisions of the
federal or state securities laws of the U.S. In addition, there is
some doubt as to whether the courts of Bermuda and other countries would
recognize or enforce judgments of U.S. courts obtained against Lazard Ltd or its
directors or officers based on the civil liabilities provisions of the federal
or state securities laws of the U.S. or would hear actions against Lazard Ltd or
those persons based on those laws. Lazard Ltd has been advised by its
legal advisors in Bermuda that the U.S. and Bermuda do not
currently have a treaty providing for the reciprocal recognition and enforcement
of judgments in civil and commercial matters. Therefore, a final
judgment for the payment of money rendered by any federal or state court in the
U.S. based on civil liability, whether or not based solely on U.S. federal or
state securities laws, would not automatically be enforceable in
Bermuda. Similarly, those judgments may not be enforceable in
countries other than the U.S. where we have assets.
Bermuda
law differs from the laws in effect in the U.S. and may afford less protection
to our shareholders.
Our shareholders may have more difficulty
protecting their interests than would shareholders of a corporation incorporated
in a jurisdiction of the U.S. As a Bermuda company, Lazard Ltd is
governed by the Companies Act 1981 of Bermuda, which we refer to in this
prospectus supplement as the "Companies Act". The Companies Act
differs in some material respects from laws generally applicable to U.S.
corporations and shareholders, including the provisions relating to interested
directors, mergers, amalgamations and acquisitions, takeovers, shareholder
lawsuits and indemnification of directors.
Under Bermuda law, the duties of directors and
officers of a company are generally owed to the company
only. Shareholders of Bermuda companies generally do not have rights
to take action against directors or officers of the company, and may only do so
in limited circumstances. Officers of a Bermuda company must, in
exercising their powers and performing their duties, act honestly and in good
faith with a view to the best interests of the company and must exercise the
care and skill that a reasonably prudent person would exercise in comparable
circumstances. Directors have a duty not to put themselves in a
position in which their duties to the company and their personal interests may
conflict and also are under a duty to disclose any personal interest in any
contract or arrangement with the company or any of its
subsidiaries. If a director or officer of a Bermuda company is found
to have breached his or her duties to that company, he or she may be held
personally liable to the company in respect of that breach of duty. A
director may be liable jointly and severally with other directors if it is shown
that the director knowingly engaged in fraud or dishonesty. In cases
not involving fraud or dishonesty, the liability of the director will be
determined by the Bermuda courts on the basis of their estimation of the
percentage of responsibility of the director for the matter in question, in
light of the nature of the conduct of the director and the extent of the causal
relationship between his or her conduct and the loss suffered.
In addition, our bye-laws provide that no
director shall be liable to the Company, any of our shareholders or any other
person for the acts, neglects or defaults of any other director, or for any loss
or expense happening to the Company through the insufficiency or deficiency of
title to any property acquired by order of the directors for or on behalf of the
Company, or for the insufficiency or deficiency of any security in or upon which
any of the moneys of the Company shall be invested, or for any loss or damage
arising from the bankruptcy, insolvency, or tortuous act of any person with whom
any moneys, securities or effects shall be deposited, or for any loss occasioned
by any error of judgment, omission, default, or oversight on his or her part, or
for any other loss, damage, or misfortune whatever which shall happen in
relation to the execution of the duties of his or her office, provided that such
provisions shall not extend to any matter which would render any of them void
under the Companies Act.
There
are provisions in our bye-laws that may require certain of our non-U.S.
shareholders to sell their shares to Lazard Ltd or to a third
party.
Our bye-laws provide that if our board of
directors determines that we or any of our subsidiaries do not meet, or in the
absence of repurchases of shares will fail to meet, the ownership requirements
of a limitation on benefits article of any bilateral income tax treaty with the
U.S. applicable to us, and that such tax treaty would provide material benefits
to us or any of our subsidiaries, we generally have the right, but not the
obligation, to repurchase at fair market value (as determined in the good faith
discretion of our board of directors) shares of our common stock from any
shareholder who beneficially owns more than 0.25% of the outstanding shares of
our common stock and who fails to demonstrate to our satisfaction that such
shareholder is either (a) a U.S. citizen or (b) a qualified resident
of the U.S. or the other contracting state of the applicable tax treaty (as
determined for purposes of the relevant provision of the limitation on benefits
article of such treaty). Natixis S.A. ("Natixis") is not subject to
this repurchase right with respect to the 6,999,800 aggregate number of shares
it acquired pursuant to certain transactions between us and
IXIS-Corporate & Investment Bank (now known as Natixis) in May 2005, which
we refer to as the "Natixis placements".
The number of shares that may be repurchased
from any such shareholder will equal the product of the total number of shares
that Lazard Ltd reasonably determines to purchase to ensure ongoing satisfaction
of the limitation on benefits article of the applicable tax treaty, multiplied
by a fraction, the numerator of which is the number of shares beneficially owned
by such shareholder (other than the 6,999,800 aggregate number of shares Natixis
acquired pursuant to the Natixis placements), and the denominator of which is
the total number of shares (reduced by the aggregate number of shares Natixis
acquired pursuant to the Natixis placements) beneficially owned by such
shareholders subject to this repurchase right.
Instead of exercising the repurchase right
described above, Lazard Ltd will have the right, but not the obligation, to
cause the transfer to, and procure the purchase by, any U.S. citizen or a
qualified resident of the U.S. or the other contracting state of the applicable
tax treaty (as determined for purposes of the relevant provision of the
limitation on benefits article of such treaty) of the number of outstanding
shares beneficially owned by any shareholder that are otherwise subject to
repurchase under our bye-laws as described above, at fair market value (as
determined in the good faith discretion of our board of directors).
Future
U.S. tax legislative agenda is unknown at the present time.
On
May 4, 2009, President Obama outlined his agenda for future tax
legislation. The outline included various proposals that may be
relevant to Lazard, including proposals that would (i) limit the deduction of
certain related party interest; (ii) limit the use of the "check-the-box"
election to defer U.S. tax on the earnings of certain foreign subsidiaries;
(iii) limit the use of foreign tax credits to reduce residual U.S. tax on
non-U.S. source income; (iv) limit the deferral of U.S. tax on non-U.S. source
income; (v) defer the deduction of interest and certain other expenses
attributable to non-U.S. source income of foreign subsidiaries; and (vi) repeal
the current law exemption from withholding tax for interest and dividends paid
by a domestic "80/20" company. Each of these proposals would be
effective only for taxable years beginning after December 31,
2010. Other members of Congress have also introduced bills that may
have the effect of reducing certain tax treaty benefits or the classification of
certain foreign entities as U.S. corporations. We are currently unable to
predict whether any such new tax legislation, if and when it becomes effective,
will materially adversely affect Lazard Ltd’s tax rate.
This prospectus supplement and the information
incorporated herein by reference include forward-looking statements within the
meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. We have made statements in this prospectus supplement
and in the information incorporated by reference in this prospectus supplement
under the captions "Prospectus Supplement Summary" and "Risk Factors", and in
other sections of this prospectus supplement that are forward-looking
statements. In some cases, you can identify these statements by
forward-looking words such as "may", "might", "will", "should", "expect",
"plan", "anticipate", "believe", "estimate", "predict", "potential" or
"continue", and the negative of these terms and other comparable
terminology. These forward-looking statements, which are subject to
known and unknown risks, uncertainties and assumptions about us, may include
projections of our future financial performance based on our growth strategies
and anticipated trends in our business. These statements are only
predictions based on our current expectations and projections about future
events. There are important factors that could cause our actual
results, level of activity, performance or achievements to differ materially
from the results, level of activity, performance or achievements expressed or
implied by the forward-looking statements. In particular, you should
consider the numerous risks and uncertainties outlined in "Risk Factors" above
or incorporated by reference into this prospectus supplement, including the
following:
|
|
●
|
a decline in
general economic conditions or the global financial
markets,
|
|
|
●
|
losses caused
by financial or other problems experienced by third
parties,
|
|
|
●
|
losses due to
unidentified or unanticipated
risks,
|
|
|
●
|
a lack of
liquidity, i.e., ready access to funds, for use in our businesses,
and
|
|
|
●
|
competitive
pressure on our businesses and on our ability to retain our
employees.
|
These risks and uncertainties are not
exhaustive. Other sections of this prospectus supplement may include
additional factors which could adversely impact our business and financial
performance. Moreover, we operate in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time to
time, and it is not possible for our management to predict all risks and
uncertainties, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.
Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
results, level of activity, performance or achievements. Moreover,
neither we nor any other person assumes responsibility for the accuracy or
completeness of any of these forward-looking statements. You should
not rely upon forward-looking statements as predictions of future
events. We are under no duty to update any of these forward-looking
statements after the date of this prospectus supplement to conform our prior
statements to actual results or revised expectations and we do not intend to do
so.
Forward-looking statements include, but are not
limited to, statements about the:
|
|
●
|
business'
possible or assumed future results of operations and operating cash
flows,
|
|
|
●
|
business'
strategies and investment policies,
|
|
|
●
|
business'
financing plans and the availability of short-term
borrowing,
|
|
|
●
|
business'
competitive position,
|
|
|
●
|
future
acquisitions, including the consideration to be paid and the timing of
consummation,
|
|
|
●
|
potential
growth opportunities available to our
businesses,
|
|
|
●
|
recruitment
and retention of our managing directors and
employees,
|
|
|
●
|
target levels
of compensation expense,
|
|
|
●
|
business'
potential operating performance, achievements, productivity improvements,
efficiency and cost reduction
efforts,
|
|
|
●
|
likelihood of
success and impact of litigation,
|
|
|
●
|
expected tax
rate,
|
|
|
●
|
changes in
interest and tax rates,
|
|
|
●
|
expectation
with respect to the economy, securities markets, the market for mergers
and acquisitions activity, the market for asset management activity and
other industry trends,
|
|
|
●
|
effects of
competition on our business, and
|
|
|
●
|
impact of
future legislation and regulation on our
business.
|
We are committed to providing timely and
accurate information to the investing public, consistent with our legal and
regulatory obligations. To that end, we use our websites to convey
information about our businesses, including the anticipated release of quarterly
financial results, quarterly financial, statistical and business-related
information, and the posting of updates of assets under management in various
mutual funds, hedge funds and other investment products managed by LAM and its
subsidiaries. Monthly updates of these funds are posted to the LAM
website (www.lazardnet.com) on the
third business day following the end of each month. Investors can
link to Lazard Ltd, Lazard Group and their operating company websites through
http://www.lazard.com. Our websites and the information
contained therein or connected thereto shall not be deemed to be incorporated
into this prospectus supplement and you should not rely on any such information
in making your decision whether to purchase our common
stock.
We
will not receive any net proceeds from the sales of common stock offered by the
selling shareholders. We have agreed to pay the expenses of the selling
shareholders in this offering and in connection with the sale of 1,700,000
shares to Lazard Group by the selling shareholders pursuant to
the
Lazard
Group Purchase. The selling shareholders will pay the custodial fees applicable
to the shares that they sell.
Price
Range of Our Common Stock
Our Class A common stock is traded in The
New York Stock Exchange under the symbol "LAZ". There is no public
trading market for our Class B common stock, which is held by LAZ-MD
Holdings. The following table sets forth, for the fiscal quarters
indicated, the high and low sales prices per share of our Class A common
stock, as reported in the consolidated transaction reporting system, and the
quarterly dividends declared since the first quarter of 2006.
|
Sales
Price
|
Dividends
per Share of Common Stock
|
|||||||||||
|
High
|
Low
|
|||||||||||
|
2009
|
||||||||||||
|
Second
quarter (until June 1, 2009)
|
$34.10
|
$25.84
|
$0.10
|
|||||||||
|
First
quarter
|
$31.94
|
$20.55
|
$0.10
|
|||||||||
|
2008
|
|
|||||||||||
|
Fourth
quarter
|
|
$44.29
|
$19.17
|
$0.10
|
||||||||
|
Third
quarter
|
$50.00
|
$30.96
|
$0.10
|
|||||||||
|
Second
quarter
|
$41.85
|
$32.84
|
$0.10
|
|||||||||
|
First
quarter
|
$43.58
|
$29.00
|
$0.10
|
|||||||||
|
2007
|
||||||||||||
|
Fourth
quarter
|
$52.89
|
$38.36
|
$0.09
|
|||||||||
|
Third
quarter
|
$49.75
|
$34.72
|
$0.09
|
|||||||||
|
Second
quarter
|
$56.25
|
$43.88
|
$0.09
|
|||||||||
|
First
quarter
|
$56.90
|
$46.33
|
$0.09
|
|||||||||
|
2006
|
||||||||||||
|
Fourth
quarter
|
$49.28
|
$38.15
|
$0.09
|
|||||||||
|
Third
quarter
|
$42.05
|
$33.75
|
$0.09
|
|||||||||
|
Second
quarter
|
$48.90
|
$35.22
|
$0.09
|
|||||||||
|
First
quarter
|
$46.06
|
$31.00
|
$0.09
|
|||||||||
As of May 8, 2009, there were
approximately 49 holders of record of our Class A common
stock. This does not include the number of shareholders that hold
shares in "street-name" through banks or broker-dealers.
On June 1, 2009, the last reported sales price
for our Class A common stock on the New York Stock Exchange was $27.87 per
share.
Dividend
Policy
Subject to compliance with applicable law, we
currently intend to declare quarterly dividends on all outstanding shares of our
Class A common stock. The Class B common stock is not entitled
to dividend rights.
In January and April of 2009, our board of
directors declared a dividend of $0.10 per share, which was paid on
February 27, 2009 and May 29, 2009, respectively, to shareholders
of record as of February 6, 2009 and May 8, 2009,
respectively.
The declaration of any dividends and, if
declared, the amount of any such dividend, will be subject to the actual future
earnings, cash flow and capital requirements of our company, to the amount of
distributions to us from Lazard Group and to the discretion of our board of
directors. Our board of directors will take into
account:
|
|
●
|
general
economic and business conditions,
|
|
|
●
|
the financial
results of our company and Lazard
Group,
|
|
|
●
|
capital
requirements of the Company and our subsidiaries (including Lazard
Group),
|
|
|
●
|
contractual,
legal, tax and regulatory restrictions and implications on the payment of
dividends by us to our shareholders or by our subsidiaries (including
Lazard Group) to us, and
|
|
|
●
|
such other
factors as our board of directors may deem
relevant.
|
We are a holding company and have no direct
operations. As a result, we depend upon distributions from Lazard
Group to pay any dividends. We expect to continue to cause Lazard
Group to pay distributions to us in order to fund any such dividends, subject to
applicable law and the other considerations discussed above. In
addition, as managing directors and other members of LAZ-MD Holdings convert
their exchangeable interests into shares of our common stock, the number of our
outstanding shares will increase, thereby diluting each shareholder’s
proportional interests in the excess cash held by us to the extent that we
retain excess cash balances or acquire additional assets with excess cash
balances. For a discussion of Lazard Group’s cash distribution
policy, see "The Separation and Recapitalization Transactions and the Lazard
Organizational Structure" in our S-1 Registration Statement.
Additionally, we are subject to Bermuda legal
constraints that may affect our ability to pay dividends on our common stock and
make other payments. Under the Companies Act, we may declare or pay a
dividend out of distributable reserves only if we have reasonable grounds for
believing that we are, or would after the payment be, able to pay our
liabilities as they become due and if the realizable value of our assets would
thereby not be less than the aggregate of our liabilities and issued share
capital and share premium accounts.
The selling shareholders listed below include
current and former managing directors of Lazard (including certain executive
officers) who hold LAZ-MD Holdings exchangeable interests and common
stock. The selling shareholders are selling an aggregate of 5,700,000
shares of our common stock, which includes 4,000,000 shares sold pursuant to
this prospectus supplement and 1,700,000 additional shares sold to Lazard Group
through Goldman, Sachs & Co., as agent, conditioned on the closing of the
offering (i.e., the Lazard Group Purchase).
The current and former managing directors
listed below are selling an aggregate of 5,700,000 shares of our common stock
upon the exchange of an aggregate of 3,583,300 LAZ-MD Holdings exchangeable
interests (with the remaining 2,116,700 shares to be sold by current and
former managing directors having been issued in connection with prior exchanges
of LAZ-MD Holdings exchangeable interests, including an exchange on May 11,
2009). These LAZ-MD Holdings exchangeable interests will be exchanged
immediately prior to the consummation of this offering. See
"Description of Our Common Stock—Registration Rights".
Neither Bruce Wasserstein nor any of the trusts
created for the benefit of Mr. Wasserstein’s family (which, as of the date
of this prospectus supplement, in the aggregate, own 1,878,595 shares of our
common stock and LAZ-MD Holdings exchangeable interests that are exchangeable
into 9,958,196 shares of our common stock) nor any member of the Company’s board
of directors (other than Vernon E. Jordan, Jr.) are selling any shares in this
offering or pursuant to the Lazard Group
Purchase. Mr. Wasserstein also holds 4,392,310 non-vested
restricted stock units, which represent a contingent right to receive an
equivalent number of shares of our common stock. Similarly, Natixis
is not selling any of its 6,999,800 shares of our common stock in this offering
or pursuant to the Lazard Group Purchase.
The shares being sold by our current and former
managing directors (including certain executive officers) upon the exchange of
an aggregate of 3,583,300 LAZ-MD Holdings exchangeable interests represent
approximately 9.2% of the LAZ-MD Holdings exchangeable interests held by all
current and former managing directors (including our executive officers) as of
May 11, 2009. The shares being sold by the current and former
managing directors will have been issued pursuant to, and in accordance with the
exchange schedule in, agreements that were entered into in connection with the
initial public offering of our Class A common stock on May 10,
2005.
The following table sets forth as of the date
of this prospectus supplement certain information regarding the beneficial
ownership of our common stock by the selling shareholders:
|
|
●
|
the number of
shares beneficially owned immediately prior to the consummation of this
offering,
|
|
|
●
|
the number of
shares to be sold in this offering and pursuant to the Lazard Group
Purchase, and
|
|
|
●
|
the adjusted
number of shares beneficially owned, reflecting the sale of the shares
sold in this offering and pursuant to the Lazard Group
Purchase.
|
Each selling shareholder, except as noted in
the table below, is a current or former managing director of Lazard or companies
formerly affiliated with Lazard. To our knowledge, and pursuant to
applicable community property laws, the persons named in the table below and
their applicable family trusts and grantor retained annuity trusts (and similar
entities) have beneficial ownership of the common stock and LAZ-MD Holdings
exchangeable interests held by them. The table below assumes the full
exchange of all LAZ-MD Holdings exchangeable interests, including those proposed
to be sold in this offering and pursuant to the Lazard Group Purchase, into
shares of our common stock. The address for each selling shareholder
is: c/o Lazard Group LLC, 30 Rockefeller Plaza, New York, New York
10020.
|
Prior
to this Offering
and
the
Lazard
Group Purchase
|
Sold
in this Offering
and
the
Lazard
Group Purchase
|
After this
Offering
and
the
Lazard
Group Purchase
|
|||||||||||||||||||||
|
Selling
Shareholders(a)
|
Shares
of
Common
Stock
|
Percentage
of Common
Stock
|
Shares
of
Common
Stock
|
Percentage
of
Common
Stock
|
Shares
of
Common
Stock
|
Percentage
of
Common
Stock
|
|||||||||||||||||
|
Executive
Officers and Directors:
|
|||||||||||||||||||||||
|
Mr. Michael
J. Castellano
|
304,513 |
*
|
*
|
|
*
|
||||||||||||||||||
|
Mr. Steven J.
Golub
|
1,150,384 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Scott D.
Hoffman
|
372,183 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Vernon E.
Jordan, Jr.
|
250,687 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. Alexander F. Stern | 169,174 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Charles
G. Ward III
|
1,015,045 |
*
|
*
|
*
|
|||||||||||||||||||
|
|
|||||||||||||||||||||||
|
Current
and Former Managing
Directors:
|
|||||||||||||||||||||||
|
Mr. John
Adams
|
325,901 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Marcus
A.P. Agius
|
1,015,045 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Rajesh
Alva
|
87,971 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. Daniel Aronson | 8,459 |
*
|
*
|
* | |||||||||||||||||||
|
Mr. Bertrand
Badre
|
39,047 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jerome
Balladur
|
15,835 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Scott P.
Barasch
|
89,730 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Christian
Benezit
|
89,730 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jason
Bernhard
|
203,009 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Antoine
Bernheim
|
74,775 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Ashish
Bhutani
|
678,847 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jonathan
Biele
|
43,384 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. George W.
Bilicic, Jr.
|
406,018 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Mark
Burrows
|
114,798 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Stephen
P. Campbell
|
338,348 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. John G.
Chachas
|
128,572 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jacques
A. Drouin
|
142,445 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Stephane
Droulers
|
254,167 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Andre
Dupont-Jubien
|
149,550 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. Walter A. Eberstadt | 7,444 | * | * | * | |||||||||||||||||||
|
Mr. Gilles
Etrillard
|
239,212 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Simon M.
Furie
|
84,587 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Albert H.
Garner
|
338,348 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Paul
Gismondi
|
101,505 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. David
Gluckman
|
54,136 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Laurence
Grafstein
|
419,552 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jonathan
Hack
|
101,505 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Paul J.
Haigney
|
434,371 |
*
|
*
|
|
*
|
||||||||||||||||||
|
Mr. Eric
Hanson
|
213,227 |
*
|
*
|
|
*
|
||||||||||||||||||
|
Mr. Jean-Yves
Helmer
|
179,392 |
*
|
*
|
|
*
|
||||||||||||||||||
|
Mr. Kenneth
M. Jacobs
|
1,319,558 |
1.08%
|
*
|
|
*
|
||||||||||||||||||
| Mr. Matthew J. Jarman | 20,301 | * | * | * | |||||||||||||||||||
|
Mr. Nicholas
M. H. Jones
|
373,808 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jonathan
H. Kagan
|
33,835 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. James
L. Kempner
|
186,903 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Peter A.
Kiernan
|
142,106 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. James
Clayton Kingsbery
|
203,009 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Richard
J. Kradjel
|
37,189 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. David S.
Kurtz
|
297,747 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mrs. Michele
Charles Lamarche
|
15,564 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. James J.
Langel
|
89,730 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Robert C.
Larson
|
74,775 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Carmine
Lizza
|
8,459 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. David Low | 135,340 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Matthew
J. Lustig
|
546,500 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Erik
Maris
|
321,837 |
*
|
*
|
*
|
|||||||||||||||||||
|
Prior
to this Offering
and the
Lazard Group Purchase
|
Sold
in this Offering
and the
Lazard Group Purchase
|
After
this Offering
and the
Lazard Group Purchase
|
|||||||||||||||||||||
| Selling Shareholders(a) |
Shares
of
Common Stock
|
Percentage
of
Common
Stock
|
Shares
of
Common Stock
|
Percentage
of
Common
Stock
|
Shares
of
Common Stock
|
Percentage
of
Common
Stock
|
|||||||||||||||||
|
Mr. Joseph
Maybank
|
172,582 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Mark T.
McMaster
|
276,972 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. James E.
Millstein
|
514,289 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. Richard W. Moore, Jr. | 100,000 | * | * | * | |||||||||||||||||||
|
Ms. Virginie
Morgon
|
218,484 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Daniel
Motulsky
|
270,679 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Trevor
Nash
|
67,670 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Andrew
Nason
|
101,505 |
*
|
*
|
*
|
|||||||||||||||||||
|
Ms. Amelie
Negrier
|
77,820 |
*
|
*
|
*
|
|||||||||||||||||||
| New York Lexington Trust(b) | 214,256 | * | * | * | |||||||||||||||||||
|
Mr. Alasdair
Nisbet
|
169,174 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Blake
O'Dowd
|
108,461 |
*
|
*
|
*
|
|||||||||||||||||||
|
The Estate of
Mr. Stanley de J. Osborne
|
7,446 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Gary W.
Parr
|
1,015,045 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Mark
Pensaert
|
86,768 |
*
|
*
|
*
|
|||||||||||||||||||
| Mr. Sven Peter | 33,835 | * | * | * | |||||||||||||||||||
|
Mr. Thomas
Piquemal
|
270,679 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Russell
E. Planitzer
|
59,820 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Georges
Ralli
|
849,389 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Marko C.
Remec
|
169,174 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. William
H. Riddle, Jr.
|
152,257 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Barry W.
Ridings
|
625,944 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jeffrey
A. Rosen
|
1,015,045 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Laurent
Rossetti
|
145,490 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. William
J. Rucker
|
439,853 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. William
Samuel
|
203,009 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Stephen
H. Sands
|
355,265 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Frank A.
Savage
|
625,944 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Jeffrey
R. Sechrest
|
256,844 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Joel
Sendek
|
30,451 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Nicholas
R. Shott
|
224,258 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Evan W.
Siddall
|
84,588 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Peter
L. Smith
|
14,955 |
*
|
*
|
*
|
|||||||||||||||||||
|
Ms. Alexandra
Soto
|
136,557 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Richard
Stables
|
101,505 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Benjamin
J. Sullivan, Jr.
|
152,257 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. David L.
Tashjian
|
186,768 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Douglas
C. Taylor
|
203,009 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Eytan
Tigay
|
169,174 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Ali
E. Wambold
|
315,070 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Peter D.
Warner
|
188,112 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Antonio
F. Weiss
|
406,018 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Richard
Wyatt
|
169,174 |
*
|
*
|
*
|
|||||||||||||||||||
|
Ms. Isabelle
Xoual
|
101,505 |
*
|
*
|
*
|
|||||||||||||||||||
|
Mr. Andrew
Yearley
|
40,602 |
*
|
*
|
*
|
|||||||||||||||||||
| Total | 24,575,259 |
20.11%
|
5,700,000 |
4.66%
|
|
18,875,259 |
15.44%
|
||||||||||||||||
|
* Less than
1% beneficially owned.
|
|
|
(a)
|
Includes
shares of our common stock that are issuable upon exchange of the LAZ-MD
Holdings exchangeable interests held by such person and the family trusts
or grantor retained annuity trusts (and similar entities) created by
them. These interests are included on an as exchanged
basis. Absent an acceleration event and except as otherwise
described in this prospectus supplement, these interests will, to the
extent not already exchangeable, generally be exchangeable on the
fifth anniversary of our May 2005 equity public offering assuming
compliance with covenants. Each selling shareholder's share
ownership also includes shares of our common stock underlying restricted
stock units issued to such person that will vest within 60 days from the
date of this prospectus supplement. See "Risk Factors—Risks
Related to this Offering—Our share price may decline due to the large
number of shares eligible for future sale and for
exchange."
|
|
(b)
|
Trust created
by a retired managing director for the benefit of his
family. The retiree disclaims beneficial
ownership.
|
For a discussion of certain relationships and
related transactions, including our relationship with LAZ-MD Holdings and LFCM
Holdings, the LAZ-MD Holdings Stockholders' Agreement, certain relationships
with our directors, executive officers and employees, see "Certain Relationships
and Related Transactions" in our Proxy Statement.
The following summary is a
description of the material terms of our share capital. We have filed
our certificate of incorporation and memorandum of association and bye-laws as
exhibits to the registration statement of which this prospectus supplement is a
part. See "Where You Can Find
More Information".
General
Our authorized capital stock consists of
500,000,000 shares of Class A common stock, par value $0.01 per share, 1
share of Class B common stock, par value $0.01 per share and 15,000,000
preference shares, par value $0.01 per share.
Common
Stock
Immediately following the completion of this
offering and the Lazard Group Purchase, there will be 86,955,953 shares of
Class A common stock issued and outstanding, including 10,839,441 shares of
our Class A common stock held by Lazard Group, and one share of Class B
common stock issued and outstanding.
Preferred
Stock
Immediately following the completion of this
offering, there will be 31,745 shares of non-participating convertible Series A
preferred stock issued and outstanding.
Voting
Each share of our Class A common stock
entitles its holder to one vote per share. Each LAZ-MD Holdings
exchangeable interest, all of which are held by the working members, is
effectively exchangeable, together with a Lazard Group common interest held by
LAZ-MD Holdings, for a share of our Class A common stock, with such ratio
subject to adjustment. The single outstanding share of our high-vote
Class B common stock is intended to allow the holders of LAZ-MD Holdings
exchangeable interests to individually vote in proportion to their indirect
economic interests in Lazard Ltd. For a description of the voting
rights of holders of LAZ-MD Holdings exchangeable interests, see "Certain
Relationships and Related Transactions—LAZ-MD Holdings Stockholders' Agreement"
in our Proxy Statement. Our Class B common stock has approximately
31.8% of the voting power of Lazard Ltd as of June 2, 2009 (or approximately
28.9% of the voting power of Lazard Ltd after this offering), which percentage
will decrease proportionately as Lazard Group common membership interests are
exchanged for shares of our Class A common stock. Upon full
exchange of the LAZ-MD Holdings exchangeable interests for shares of our
Class A common stock, the Class B common stock would cease to be
outstanding, and all of the Lazard Group common membership interests formerly
owned by LAZ-MD Holdings would be owned indirectly by Lazard Ltd. We
expect that LAZ-MD Holdings will manage its ownership of us so that it will not
be deemed to be an "investment company" under the Investment Company
Act.
Economic
Rights
Pursuant to our bye-laws, each share of our
Class A common stock is entitled to equal economic
rights. However, the Class B common stock will have no rights to
dividends or any liquidation preference. Although the Class B common
stock represents approximately 31.8% of the voting power of Lazard Ltd as of
June 2, 2009 (or approximately 28.9% of the voting power of Lazard Ltd after
this offering), the Class B common stock will have no economic
rights.
Dividends
For a discussion of our dividend policy and
Bermuda legal constraints related to the payment of dividends, see "Price Range
of Our Common Stock and Dividend Policy" and "—Bermuda Law".
Preference
Shares
Pursuant to Bermuda
law and our bye-laws, our board of directors by resolution may establish one or
more series of preference shares having such number of shares, designations,
dividend rates, relative voting rights, conversion or exchange rights,
redemption rights, liquidation rights and other relative participation, optional
or other special rights, qualifications, limitations or restrictions as may be
fixed by the board of directors without any shareholder
approval. Such rights, preferences, powers and limitations as may be
established could also have the effect of discouraging an attempt to obtain
control of Lazard Ltd. We currently have 15,000,000 authorized
preference shares, of which 31,745 shares of non-participating convertible
Series A preferred stock are issued and outstanding. Our board of
directors currently has the authority to issue up to 14,968,255 preference
shares without any further vote or action by the shareholders, in accordance
with the provisions of our bye-laws. We have no present plans to
issue any additional preference shares. See "Risk Factors—Risks
Related to this Offering—Lazard Ltd may issue preference shares and our bye-laws
and Bermuda law may discourage takeovers, which could affect the rights of
holders of our common stock".
Acquisition
of Shares by Us
Our bye-laws
provide that if our board of directors determines that we or any of our
subsidiaries do not meet, or in the absence of repurchases of shares will fail
to meet, the ownership requirements of a limitation on benefits article of a
bilateral income tax treaty with the U.S., and that such tax treaty would
provide material benefits to us or any of our subsidiaries, we generally have
the right, but not the obligation, to repurchase at fair market value (as
determined in the good faith discretion of our board of directors) shares from
any shareholder who beneficially owns more than 0.25% of our outstanding shares
and who fails to demonstrate to our satisfaction that such shareholder is either
(a) a U.S. citizen or (b) a qualified resident of the U.S. or the
other contracting state of the applicable tax treaty (as determined for purposes
of the relevant provision of the limitation on benefits article of such
treaty). Natixis is not subject to this repurchase right with respect
to the aggregate number of shares it acquired pursuant to the Natixis
placements. The number of shares that may be repurchased from any
such shareholder will equal the product of the total number of shares that we
reasonably determine to purchase to ensure on-going satisfaction of the
limitation on benefits article of the applicable tax treaty, multiplied by a
fraction, the numerator of which is the number of shares beneficially owned by
such shareholder and the denominator of which is the total number of shares
(reduced by the aggregated number of shares Natixis acquired pursuant to the
Natixis placements) beneficially owned by subject
shareholders. Instead of exercising the repurchase right described
above, we will have the right, but not the obligation, to cause the transfer to,
and procure the purchase by, any U.S. citizen or a qualified resident of the
U.S. or the other contracting state of applicable tax treaty of the number of
outstanding shares beneficially owned by any shareholder that are otherwise
subject to repurchase under our bye-laws as described above, at fair market
value (as determined in the good faith discretion of our board of
directors).
Share
Repurchase Program
Our board of
directors has authorized on a cumulative basis the repurchase of up to $500
million in aggregate cost of our Class A common stock and Lazard Group
common membership interests through December 31, 2009. We expect
that the share repurchase program, with respect to the Class A common
stock, will be used primarily to offset a portion of the shares that have been
or will be issued under our 2005 Equity Incentive Plan and 2008 Incentive
Compensation Plan. Purchases may be made in the open market or
through privately negotiated transactions. On May 11, 2009,
approximately $120.7 million remained available under the share repurchase
program. Any purchases of our Class A common stock by Lazard
Group pursuant to the Lazard Group Purchase will reduce the aggregate amount
otherwise available under the share repurchase program.
Bermuda
Law
Our board of
directors believes that it is of primary importance that our shareholders are
treated fairly and have proper access to and recourse against the
Company. Bermuda was chosen as our place of incorporation for several
reasons, including its acceptability to our working members, who are domiciled
around the world, and potential investors. Bermuda has an established
corporate law which, coupled with the provisions of our bye-laws, we believe
provides shareholders with an appropriate level of protection and
rights.
We
are an exempted company organized under the Companies Act. The rights
of our shareholders, including those persons who will become shareholders in
connection with this offering, are governed by Bermuda law and our memorandum of
association and bye-laws. The Companies Act differs in some material
respects from laws generally applicable to U.S. corporations and their
shareholders. For a summary of the material provisions of Bermuda law
and our organizational documents please see "Description of Capital
Stock—Bermuda Law" in our S-1 Registration Statement.
Registration
Rights
For a description
of registration rights available under the LAZ-MD Holdings stockholders'
agreement, see "Certain Relationships and Related Transactions—LAZ-MD Holdings
Stockholders' Agreement" in our Proxy Statement. For a description of
the registration rights that have been granted to Natixis and that will be
granted to Intesa upon the initial conversion of the $150 million convertible
note, see "—Natixis Investment in Our Common Stock" and "—Relationship with
Intesa", respectively.
Transfer
Agent and Registrar
A
register of holders of our common stock will be maintained by Codan Services
Limited in Bermuda, and a branch register will be maintained in the U.S. by The
Bank of New York Mellon, who will serve as branch registrar and transfer
agent.
Description
of Lazard Group Membership Interests
For a description
of Lazard Group membership interests see "Description of Capital
Stock—Description of Lazard Group Membership Interests" in our S-1 Registration
Statement.
Participatory
Interests
For a description
of participatory interests see "Description of Capital Stock—Description of
Lazard Group Membership Interests" in our S-1 Registration
Statement.
Natixis
Investment in Our Common Stock
Under the Natixis
placements, IXIS-Corporate & Investment Bank (now known as Natixis)
participated as an investor in our recapitalization transactions in May 2005,
purchasing $150 million of Lazard's equity security units ("ESUs") (which
represented a contract to purchase our common stock on May 15, 2008 and a
senior note of Lazard Group in an aggregate amount of $150 million) and
2,000,000 shares of our common stock at the equity public offering price of $25
per share. On May 15, 2008, the ESUs held by Natixis were
settled and Natixis was issued 4,999,800 shares of common stock. In
connection with Natixis's investment, we have agreed that we will nominate one
person designated by Natixis to our board of directors until such time as the
sum of (a) the shares of our common stock then owned by Natixis, plus
(b) the shares of our common stock issued under the terms of the ESUs then
owned by Natixis, constitutes less than 50% of the sum of (x) the shares of
our common stock initially purchased by Natixis, plus (y) the shares of our
common stock issued under the terms of the ESUs purchased by
Natixis. From March 10, 2008 until May 18, 2009, Dominique Ferrero
was the Natixis representative on our board of directors. As of the date
of this prospectus supplement, no one has been nominated to replace Mr.
Ferrero.
Pursuant to a
registration rights agreement, we granted Natixis registration rights with
respect to securities purchased by Natixis in connection with the equity public
offering and the ESU offering. The Natixis registration rights
agreement provides that holders of those securities generally will have
unlimited "piggyback" registration rights. The registration rights
agreement also grants Natixis four demand registration rights requiring that we
register the shares of our common stock held by Natixis, provided that the
amount of securities subject to such demand constitutes at least 25% of the
shares of our common stock held by Natixis and has an aggregate market value in
excess of $20 million.
Relationship
with Intesa
For a description
of the termination of Lazard Group's joint venture with Intesa, see Lazard
Group's Current Report on Form 8-K, filed on May 17, 2006. See "Where
You Can Find More Information". Pursuant to the terms of the $150
million convertible note held by Intesa, we will enter into a registration
rights agreement with Intesa upon the initial conversion of the
note. The registration rights agreement will provide that Intesa
generally will have unlimited "piggyback" registration rights and additional
demand rights.
Delaware
Law
The terms of share
capital of corporations incorporated in the U.S., including Delaware, differ
from corporations incorporated in Bermuda. See "Description of
Capital Stock—Delaware Law" in our S-1 Registration Statement for a discussion
highlighting the material differences of the rights of a shareholder of a
Delaware corporation compared with the rights of our shareholders under Bermuda
law.
The following
discussion of our taxation and the taxation of our shareholders does not purport
to be a comprehensive discussion of all the tax considerations that may be
relevant to your decision to purchase common stock.
The discussion is
based upon current law, including the Internal Revenue Code of 1986, as amended
(the "Code"). Legislative, judicial or administrative changes or
interpretations may be forthcoming that could be retroactive and could affect
the tax consequences to holders of common stock.
The tax treatment
of a holder of common stock, or of a person treated as a holder of common stock
for U.S. federal income, state, local or foreign tax purposes, may vary
depending on the holder's particular tax situation. Statements
contained herein as to the beliefs, expectations and conditions of Lazard and
its subsidiaries, as they relate to the application of such tax laws or facts,
represent the view of management and do not represent the opinions of
counsel.
Prospective investors (including all
Non-U.S. Persons as defined below) should consult their own tax advisors
concerning the U.S. federal, state, local and foreign tax consequences of owning
common shares under the laws of their countries of citizenship, residence,
ordinary residence or domicile, including any information reporting obligations
that may be imposed on an investor.
Taxation
of Lazard and Its Subsidiaries
Bermuda
At
the present time, Lazard Ltd is not subject to any Bermuda income or profits
tax, withholding tax, capital gains tax, capital transfer tax, estate duty or
inheritance tax. Lazard Ltd has obtained an assurance from the
Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection
Act 1966 that, in the event that any legislation is enacted in Bermuda imposing
any tax computed on profits or income, or computed on any capital asset, gain or
appreciation or any tax in the nature of estate duty or inheritance tax, such
tax shall not, until March 28, 2016, be applicable to us, to any of our
operations or to our shares, debentures or other obligations, except insofar as
such tax applies to persons ordinarily resident in Bermuda or to any taxes
payable by us in respect of real property owned or leased by us in
Bermuda.
United
States
Partnership Status of Lazard
Ltd. In connection with our formation, we made an
election to be treated as a partnership for U.S. federal income tax
purposes. An entity that is treated as a partnership for U.S. federal
income tax purposes is not a taxable entity and incurs no U.S. federal income
tax liability. Instead, each partner is required to take into account
its allocable share of items of income, gain, loss and deduction of the
partnership in computing its U.S. federal income tax liability, regardless of
whether cash distributions are made. Distributions of cash by a
partnership to a partner are generally not taxable unless the amount of cash
distributed to a partner is in excess of the partner's adjusted basis in its
partnership interest.
Because Lazard Ltd
is a "publicly traded partnership" within the meaning of Section 7704(b) of
the Code, Lazard Ltd will be taxable as a corporation unless 90% or more of its
gross income (which does not include the income of its corporate subsidiaries)
for each taxable year beginning with the year of our equity public offering is
"qualifying income". For this purpose, qualifying income includes
interest (other than interest derived in the conduct of a financial business),
dividends and gains from capital assets held for the production of interest or
dividends. Although certain of Lazard Group's corporate subsidiaries
will conduct a financial business (which gives rise to income that would not be
qualifying income), Lazard Ltd does not believe, on the basis of all the facts
and circumstances, that it will be treated as conducting a financial business
within the meaning of Section 7704 of the Code. However, the
Internal Revenue Service (the "IRS") may challenge this
position. While we intend to manage our affairs so that Lazard Ltd
will meet the 90% test in each taxable year, we may not be able to do
so.
The remainder of
this discussion assumes that Lazard Ltd will be treated as a partnership for
U.S. federal income tax purposes.
U.S. Subsidiaries and Effectively
Connected Income of Non-U.S. Subsidiaries. Lazard Group has
been structured as a limited liability company, and is treated as a partnership
for U.S. federal income tax purposes. As members of Lazard Group,
certain U.S. subsidiaries of Lazard Ltd will be subject to U.S. federal income
tax on a net income basis on their share of the income of Lazard Group and its
subsidiaries. In addition, certain non-U.S. subsidiaries of Lazard
Ltd will be subject to U.S. federal income tax on a net income basis on the
income of Lazard Group and its subsidiaries that is "effectively connected" with
their conduct of a trade or business in the U.S. In addition, those
non-U.S. Lazard Ltd subsidiaries will be subject to a "branch
profits" tax on their "effectively connected earnings and profits" (as
determined for U.S. federal income tax purposes), with certain adjustments, and
a U.S. withholding tax on certain U.S. source income that is not "effectively
connected" with a U.S. trade or business. The branch profits tax and
the U.S. withholding tax are imposed at a rate of 30%, unless an applicable
income tax treaty provides for a lower rate. The eligibility of our
non-U.S. subsidiaries for treaty benefits depends upon their being "qualified
residents" of their country, which in turn depends upon, among other things, at
least 50% of the principal class of their shares being considered "ultimately
owned" by U.S. citizens or persons that are "qualified residents" of the U.S. or
of the treaty partner. We expect that these non-U.S. subsidiaries
were eligible for benefits under the income tax treaty between the U.S. and the
relevant foreign country at the time of our equity public offering, which
provides for a maximum branch profits tax rate of 5% and a withholding tax rate
of 0%. This requirement may not, however, be satisfied in any taxable
year and we may not be able to document that fact to the satisfaction of the
IRS.
Legislation enacted
in 2004 provides that non-U.S. corporations meeting certain ownership,
operational and other tests may be treated as U.S. corporations for U.S. federal
income tax purposes and, thus, be subject to U.S. federal income tax on their
worldwide income. Lazard Ltd does not believe this legislation
applies to Lazard Ltd or its non-U.S. subsidiaries. See "Risk
Factors—In the event of a change or adverse interpretation of relevant income
tax law, regulation or treaty, or a failure to qualify for treaty benefits, our
overall tax rate may be substantially higher than the rate used for purposes of
our consolidated financial statements", in our Annual Report on Form
10-K.
Personal Holding
Companies. Any of our U.S. subsidiaries could be
subject to additional U.S. tax on a portion of its income if any of them is
considered to be a personal holding company, or "PHC", for U.S. federal income
tax purposes. A U.S. corporation generally will be classified as a
PHC for U.S. federal income tax purposes in a given taxable year if (1) at
any time during the last half of such taxable year, five or fewer individuals
(without regard to their citizenship or residency and including as individuals
for this purpose certain entities such as certain tax-exempt organizations and
pension funds) own or are deemed to own (pursuant to certain constructive
ownership rules) more than 50% of the stock of the corporation by value and
(2) at least 60% of the corporation's adjusted ordinary gross income, as
determined for U.S. federal income tax purposes, for such taxable year consists
of "PHC income" (which includes, among other things, dividends, interest,
royalties, annuities and, under certain circumstances, rents). The
PHC rules do not apply to non-U.S. corporations.
We
believe that five or fewer individuals or tax-exempt organizations will be
treated as owning more than 50% of the value of our
shares. Consequently, one or more of our U.S. subsidiaries could be
or become PHCs, depending on whether any such subsidiaries satisfy the PHC gross
income test. We intend to cause our subsidiaries to manage their
affairs in a manner that reduces the possibility that any of them will meet the
60% income threshold. We cannot be certain, however, that our
subsidiaries will not become PHCs following this offering or in the
future.
If
any of our U.S. subsidiaries is or were to become a PHC in a given taxable year,
such company would be subject to an additional 15% PHC tax on its "undistributed
PHC income", which generally includes the company's taxable income, subject to
certain adjustments. For taxable years beginning after
December 31, 2010, the PHC tax rate on "undistributed PHC income" will be
equal to the highest marginal rate on ordinary income applicable to
individuals. Consequently, if our U.S. subsidiaries were to become
PHCs, the amount of PHC income and the U.S. tax imposed on such income may be
material.
Taxation
of Shareholders
Bermuda
Taxation
Under current
Bermuda law, there is no Bermuda income or profits tax, withholding tax, capital
gains tax, capital transfer tax, estate duty or inheritance tax payable by our
shareholders in respect of our common stock.
U.S.
Federal Income Taxation
The following
discussion sets forth the material U.S. federal income tax considerations
related to the purchase, ownership and disposition of our common
stock. Unless otherwise stated, this summary deals only with
shareholders who are U.S. Persons (as defined below), who purchase their common
stock in this offering, who did not own (directly or indirectly, through foreign
entities or constructively) common stock of Lazard Ltd prior to this offering
and who hold their common stock as capital assets within the meaning of
Section 1221 of the Code.
The discussion does
not purport to address all of the U.S. federal income tax consequences that may
be relevant to a particular shareholder in light of such shareholder's specific
circumstances. For example, if a partnership holds our common stock,
the tax treatment of a partner will generally depend on the status of the
partner and the activities of the partnership. If you are a partner
of a partnership holding common stock, you should consult your tax
advisor. In addition, except as expressly stated, the following
summary does not address the U.S. federal income tax consequences that may be
relevant to special classes of shareholders who may be subject to special rules
or treatment under the Code, such as financial institutions, insurance
companies, regulated investment companies, real estate investment trusts,
partnerships or other pass-through entities, financial asset securitization
investment trusts, dealers or traders in securities, tax-exempt organizations,
expatriates, any person who owns or is deemed to own 10% or more of the total
combined voting power of all classes of shares of Lazard Ltd entitled to vote,
any person who holds common stock as part of a hedging or conversion transaction
or as part of a short-sale or straddle or any individual who is a non-U.S.
Person (as defined below) and who is present in the U.S. for 183 days or more in
a taxable year. Furthermore, the discussion does not include any
description of the tax laws of any state or local governments within the U.S.
and this discussion does not address any information reporting obligations
imposed on our shareholders as a result of the purchase, ownership or
disposition of our common stock or any aspects of estate and gift
taxation.
For purposes of
this discussion, the term "U.S. Person" means (1) a citizen or resident of
the U.S., (2) a corporation created or organized in or under the laws of
the U.S., or any political subdivision thereof (including the District of
Columbia), (3) an estate the income of which is subject to U.S. federal
income taxation regardless of its source, (4) a trust if either (a) a
court within the U.S. is able to exercise primary supervision over the
administration of such trust and one or more U.S. Persons have the
authority to control all substantial decisions of such trust or (b) the
trust has a valid election in effect to be treated as a U.S. Person for U.S.
federal income tax purposes or (5) any other person or entity that is
treated for U.S. federal income tax purposes as if it were one of the
foregoing. The term "non-U.S. Person" means any person other than a
U.S. Person.
Partner
Status. Beneficial owners of shares who are also
shareholders of record of Lazard Ltd will be treated as partners of Lazard Ltd
for U.S. federal income tax purposes. Beneficial owners whose common
stock is held in street name or by a nominee and who have the right to direct
the nominee in the exercise of all substantive rights attendant to the ownership
of their common stock also will be treated as partners of Lazard Ltd for U.S.
federal income tax purposes.
A
beneficial owner of common stock whose common stock has been transferred to a
short seller to complete a short sale would appear to lose its status as a
partner with respect to this common stock for U.S. federal income tax
purposes. Please read "—Treatment of Shares Lent to Short
Sellers".
Flow-Through of Taxable
Income. Lazard Ltd will not pay any U.S. federal
income tax. Instead, each shareholder will be required to report on
its U.S. federal income tax return its allocable share of our income, gains,
losses, and deductions without regard to whether corresponding cash
distributions are received by that shareholder. Although we generally
intend to operate our business so that our only net income consists of dividends
received from our subsidiaries (and possibly interest), and we intend to
allocate that income to the shareholders of Lazard Ltd to whom it is
distributed, a shareholder may be allocated a share of our income even if it has
not received a cash distribution. Each shareholder must include in
income its allocable share of our income, gain, loss, and deduction for our
taxable year ending with or within such shareholder's taxable year.
We
expect that our gross income will be derived principally from distributions on
and redemptions of shares of our wholly-owned subsidiaries'
stock. Such distributions and redemptions will be taxable as dividend
income to the extent of the payor corporation's current and accumulated earnings
and profits, as determined for U.S. federal income tax purposes, then treated as
a tax-free return of capital to the extent of our basis in the payor
corporation's stock, and thereafter taxed as capital gain.
To
the extent received by Lazard Ltd from a U.S. subsidiary, such dividend income
received before 2011 that is allocable to individual Lazard Ltd shareholders
that are U.S. Persons should be characterized as "qualified dividend income" and
eligible for reduced rates of tax, provided that certain holding period
requirements are satisfied.
Subject to the
discussions below relating to the potential application of the passive foreign
investment company, or "PFIC", rules to our non-U S. subsidiaries, dividend
income received from our non-U.S. subsidiaries before 2011 that is allocable to
individual Lazard Ltd shareholders that are U.S. Persons should be characterized
as "qualified dividend income" eligible for reduced rates of tax, provided that
certain holding period requirements are satisfied and that the payor corporation
is a "qualified resident" of the relevant treaty partner as described
above.
Treatment of
Distributions. Because of the flow-through of
taxable income described above, Lazard Ltd's distributions to a shareholder
generally will not be taxable to the shareholder for U.S. federal income tax
purposes to the extent of such shareholder's tax basis in its common shares
immediately before the distribution. Our cash distributions in excess
of a shareholder's tax basis generally will be considered to be gain from the
sale or exchange of the common shares, taxable in accordance with the rules
described under "—Dispositions of Common Stock" below. Any reduction
in a shareholder's share of our liabilities, if any, for which no partner bears
the economic risk of loss, known as "nonrecourse liabilities", will be treated
as a distribution of cash to that shareholder. A decrease in a
shareholder's percentage interest in Lazard Ltd because of our issuance of
additional common shares would decrease its share of our nonrecourse
liabilities, if any, and thus would result in a corresponding deemed
distribution of cash. However, we generally intend to operate our
business so that Lazard Ltd has no direct "nonrecourse
liabilities".
Basis of Common
Stock. A shareholder will have an initial tax
basis for its common shares equal to the amount it paid for the common stock
plus its share of our nonrecourse liabilities, if any. That basis
will be increased by the shareholder's share of Lazard Ltd income and by any
increases in its share of our nonrecourse liabilities, if any. That
basis will be decreased, but not below zero, by distributions from Lazard Ltd,
by the shareholder's share of our losses, by any decrease in its share of our
nonrecourse liabilities (if any) and by its share of Lazard Ltd expenditures
that are not deductible in computing our taxable income and are not required to
be capitalized.
Limitations on Deductibility of Our
Losses. Because we do not expect to hold any
significant assets other than stock of our subsidiaries, Lazard Ltd will likely
incur losses, if any, only under limited circumstances, including, potentially,
upon a sale of some or all of the stock of its subsidiaries. If
Lazard Ltd were to incur any losses, a shareholder’s use of such losses could be
limited under the "at risk" or "passive loss" rules.
The deduction by a shareholder of its share of
our losses will be limited to the tax basis in its common stock and, in the case
of an individual shareholder or a corporate shareholder that is subject to the
"at risk" rules, to the amount for which the shareholder is considered to be "at
risk" with respect to our activities, if that is less than its tax
basis. In general, a shareholder will be at risk to the extent of the
tax basis of its common stock, excluding any portion of that basis attributable
to its share of our nonrecourse liabilities (if any), reduced by any amount of
money it borrows to acquire or hold its common stock, if the lender of those
borrowed funds owns an interest in Lazard Ltd, is related to the shareholder, or
can look only to the common stock for repayment. A shareholder’s at
risk amount will generally increase or decrease as the tax basis of the
shareholder’s common stock increases or decreases. A shareholder must
recapture losses deducted in previous years to the extent that distributions
cause its at risk amount to be less than zero at the end of any taxable
year. Losses disallowed to a shareholder or recaptured as a result of
these limitations will carry forward and will be allowable to the extent that
its tax basis or at risk amount, whichever is the limiting factor, subsequently
increases. Upon the taxable disposition of common stock, any gain
recognized by a shareholder can be offset by losses that were previously
suspended by the at risk limitation but may not be offset by losses suspended by
the basis limitation. Any excess loss previously suspended by the at
risk or basis limitations above that gain may no longer be used.
The passive loss limitations generally provide
that individuals, estates, trusts and some closely-held corporations and
personal service corporations can deduct losses from passive activities only to
the extent of the taxpayer’s income from those passive activities. A
passive activity is defined as any activity that involves the conduct of a trade
or business in which the taxpayer does not materially participate or any rental
activity. We anticipate that the manner in which Lazard Ltd conducts
its operations will not constitute the conduct of a trade or business for
purposes of the passive activity loss rules. Consequently, these
rules are not expected to apply to holders of our common stock. We
cannot be certain, however, that our manner of operations will not change and
that holders of our common stock will not become subject to the passive activity
loss rules following this offering or in the future.
Prospective investors should consult their tax
advisors as to the effects of the at risk and/or passive activity loss rules and
any other limitations of deductions, including the 2% limitation on itemized
deductions.
Limitations on Interest
Deductions. The deductibility of a non-corporate
taxpayer’s "investment interest" expense is generally limited to the amount of
that taxpayer’s "net investment income". The IRS has announced that
Treasury Regulations will be issued that characterize net passive income (as
determined under the passive loss limitation rules) from a publicly-traded
partnership as investment income for this purpose. In addition, the
shareholder’s share of our dividend and interest income will be treated as
investment income, although "qualified dividend income" subject to reduced rates
of tax in the hands of an individual, as described above, will only be treated
as investment income if the individual shareholder elects to treat such dividend
as ordinary income not subject to reduced rates of tax. Investment
interest expense includes:
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interest on
indebtedness properly allocable to property held for
investment,
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our interest
expense attributed to portfolio income, if any,
and
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the portion
of interest expense incurred to purchase or carry an interest in a passive
activity to the extent attributable to portfolio
income.
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The computation of a shareholder’s investment
interest expense will take into account interest on any margin account borrowing
or other loan incurred to purchase or carry a common share. Net
investment income includes gross income from property held for investment and
amounts treated as portfolio income under the passive loss rules, less
deductible expenses, other than interest, directly connected with the production
of investment income, but generally does not include gains attributable to the
disposition of property held for investment.
Allocation of Income, Gain, Loss and
Deduction. In general, if Lazard Ltd has a net
profit or net loss, its items of income, gain, loss and deduction are allocated
among the shareholders in accordance with their particular percentage interests
in Lazard Ltd. However, we generally intend to operate our business
so that our only net income consists of dividends received from our subsidiaries
(and possibly interest), and we intend to allocate that income to the
shareholders of Lazard Ltd to whom it is distributed.
Special rules generally apply to determine the
allocation of a partnership’s items of income, deduction, gain and loss related
to "contributed property" (other than cash). Such special rules will
have limited relevance to our shareholders because such rules will generally not
adversely affect shareholders who purchase their shares directly from Lazard Ltd
or from the selling shareholders for cash.
An allocation of items of our income, gain,
loss or deduction will generally be given effect for U.S. federal income tax
purposes in determining a partner’s distributive share of an item of income,
gain, loss or deduction only if the allocation has "substantial economic
effect". In any other case, a partner’s distributive share of an item
will be determined on the basis of the partner’s interest in Lazard Ltd, which
will be determined by taking into account all the facts and circumstances,
including the partner’s relative contributions to Lazard Ltd, the interests of
the partners in economic profits and losses, the interests of the partners in
cash flow and other nonliquidating distributions and rights of the partners to
distributions of capital upon liquidation.
Although we do not expect that our operations
will result in the creation of negative capital accounts, if negative capital
accounts nevertheless result, items of our income and gain will be allocated in
an amount and manner sufficient to eliminate the negative balance as quickly as
possible.
Treatment of Shares Lent to Short
Sellers. A shareholder whose common shares are
loaned to a "short seller" to cover a short sale of common shares may be
considered as having disposed of ownership of those common shares. If
so, the shareholder would no longer be a partner with respect to those common
shares during the period of the loan and, although the shareholder will receive
no cash, the shareholder may recognize gain or loss from the disposition, which
will generally be capital gain or loss as described below under "—Dispositions
of Common Stock". As a result, during this period:
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any of our
income, gain, deduction or loss with respect to those common shares would
not be reportable by the
shareholder,
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any cash
distributions received by the shareholder with respect to those common
shares would be fully taxable, and
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all of these
distributions would appear to be treated as ordinary
income.
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The holding period of a shareholder whose
common shares are loaned to a "short seller" to cover a short sale of common
shares will restart when the common shares are returned to the
shareholder. Shareholders desiring to ensure their status as partners
and avoid the risk of gain recognition should modify any applicable brokerage
account agreements to prohibit their brokers from borrowing their common
shares. The IRS has announced that it is actively studying issues
relating to the tax treatment of short sales of partnership
interests. Please also read "—Dispositions of Common
Stock—Recognition of Gain or Loss". Shareholders whose common shares
are loaned to a "short seller" should consult their own tax advisors with
respect to their status as partners of Lazard Ltd for U.S. federal income tax
purposes.
Dispositions
of Common Stock
Recognition of Gain or
Loss. A shareholder will recognize gain or loss on
a sale of common stock equal to the difference between the amount realized and
the shareholder’s tax basis for the common stock sold. A
shareholder’s amount realized will be measured by the sum of the cash or the
fair market value of other property received plus its share of our nonrecourse
liabilities, if any. Because the amount realized includes a
shareholder’s share of our nonrecourse liabilities, if any, the gain recognized
on the sale of common shares could result in a tax liability in excess of any
cash received from the sale.
Prior distributions from Lazard Ltd that
decreased a shareholder's tax basis in that common share will, in effect, become
taxable income if the common stock is sold at a price greater than the
shareholder’s tax basis in that common stock, even if the price is less than its
original cost.
Except as noted below (and, if applicable,
under "—Passive Foreign Investment Companies"), gain or loss recognized by a
shareholder on the sale or exchange of common stock will generally be taxable as
capital gain or loss and as long-term capital gain or loss if the common stock
were held for more than 12 months, subject (in the case of shareholders who are
individuals) to tax in taxable years beginning before January 1, 2011 at a
maximum U.S. federal income tax rate of 15%. Net capital loss may
offset no more than $3,000 of ordinary income in the case of individuals and may
only be used to offset capital gain in the case of corporations.
The IRS has ruled that a partner who acquires
interests in a partnership in separate transactions must combine those interests
and maintain a single adjusted tax basis for all those
interests. Upon a sale or other disposition of less than all of those
interests, a portion of that tax basis must be allocated to the interests sold
using an "equitable apportionment" method. On the other hand, a
selling shareholder who can identify common stock transferred with an
ascertainable holding period may elect to use the actual holding period of the
common stock transferred. A shareholder electing to use the actual
holding period of common stock transferred must consistently use that
identification method for all subsequent sales or exchanges of common
stock.
Section 754
Election. Lazard Ltd has made the election
permitted by Section 754 of the Code. The election is irrevocable without
the consent of the IRS. The election generally permits Lazard Ltd to
adjust a common stock purchaser’s tax basis in our assets ("inside basis") under
Section 743(b) of the Code to reflect the common stock purchaser's purchase
price. This election does not apply to a person who purchases common
stock directly from Lazard Ltd. The Section 743(b) adjustment
belongs to the purchaser and not to other partners. For purposes of
this discussion, a partner’s inside basis in our assets will be considered to
have two components, (1) its share of our tax basis in our assets ("common
basis") and (2) its Section 743(b) adjustment to that
basis.
Because we do not expect Lazard Ltd to hold any
significant assets other than stock of its subsidiaries, our Section 754
election will likely not be relevant to our shareholders except if Lazard Ltd
sells, or is treated as selling, all or part of the stock of its
subsidiaries. Generally, a Section 754 election is advantageous
to a transferee shareholder if such shareholder’s tax basis in its common stock
is higher than the common stock share of the aggregate tax basis of our assets
immediately prior to the transfer. In that case, as a result of the
election, the transferee shareholder would have a higher tax basis in its share
of our assets for purposes of calculating, among other items, its share of any
gain or loss on a sale of our assets. Conversely, a Section 754
election is disadvantageous to a transferee shareholder if such shareholder’s
tax basis in its common stock is lower than those common shares' share of the
aggregate tax basis of our assets immediately prior to the
transfer. Thus, the fair market value of the common stock may be
affected either favorably or adversely by the election.
The calculations involved in the
Section 754 election are complex, and we will make them on the basis of
assumptions as to the value of our assets and other matters. The
determinations we make may be successfully challenged by the IRS and any
allocations resulting from them may be reduced or disallowed
altogether. Should the IRS require a different basis adjustment to be
made, and should, in our opinion, the expense of compliance exceed the benefit
of the election, Lazard Ltd may seek permission from the IRS to revoke its
Section 754 election (although Lazard Ltd will be required to make similar
adjustments to a partner’s inside basis in its assets under certain
circumstances even if no Section 754 election is in effect). If
Lazard Ltd successfully revokes its Section 754 election, a subsequent
purchaser of common stock may be allocated more income than it would have been
allocated had the election not been revoked.
Constructive
Termination. Subject to the electing large
partnership rules described below, Lazard Ltd will be considered to have been
terminated for tax purposes if there is a sale or exchange of 50% or more of the
total interests in our capital and profits within a 12-month
period. Lazard Ltd’s termination would result in the closing of our
taxable year for all shareholders. In the case of a shareholder
reporting on a taxable year other than a fiscal year ending December 31,
the closing of our taxable year may result in more than 12 months of our taxable
income or loss being includable in its taxable income for the year of
termination. Lazard Ltd would be required to make new tax elections
after a termination, including a new election under Section 754 of the
Code. A termination could also result in penalties if Lazard Ltd were
unable to determine that the termination had occurred. Moreover, a
termination might either accelerate the application of, or subject us to, any
tax legislation enacted before the termination.
Passive Foreign Investment
Companies. In general, a foreign corporation will
be a PFIC during a given year if (1) 75% or more of its gross income
constitutes "passive income" or (2) 50% or more of its assets produce
passive income.
If any of our direct non-U.S. subsidiaries were
characterized as a PFIC during a given year, U.S. Persons holding common stock
would be subject to adverse U.S. federal income tax consequences, including a
penalty tax at the time of the sale at a gain of (or receipt of an "excess
distribution" with respect to) their shares, unless such persons made a
"qualified electing fund election" or "mark-to-market" election. For
these purposes, stock of a PFIC that is owned by Lazard Ltd is considered as
owned proportionately by our shareholders. It is uncertain whether
Lazard Ltd would be able to provide its shareholders with the information
necessary for a U.S. Person to make a "qualified electing fund election" with
respect to our non-U.S. subsidiaries.
We believe that none of Lazard Ltd’s
directly-held non-U.S. subsidiaries should be treated as a
PFIC. However, actual determination of PFIC status is fundamentally
factual in nature and cannot be made until the close of the applicable taxable
year. Moreover, we cannot be certain that the IRS will not challenge
this position and that a court will not sustain such
challenge. Prospective investors should consult their tax advisors as
to the effects of the PFIC rules if they were to apply.
U.S. Federal Income Tax
Considerations for Non-U.S. Persons. Ownership of
our common stock by non-U.S. Persons raises special U.S. federal income tax
considerations. To the extent Lazard Ltd receives dividends from a
U.S. subsidiary, distributions of such dividend income to Lazard Ltd
shareholders who are non-U.S. Persons will be subject to U.S. withholding tax at
a rate of 30%. A non-U.S. Person’s ability to lower such withholding
rate under an applicable income tax treaty will likely be limited due to special
rules under the Code relating to hybrid entities, such as Lazard Ltd, which is a
partnership for U.S. federal income tax purposes but which may not be a
partnership under the laws of the non-U.S. Person’s country of
residence.
To the extent Lazard Ltd receives dividends
from a non-U.S. subsidiary, distributions of such dividend income to Lazard Ltd
shareholders who are non-U.S. Persons will not be subject to U.S. tax, unless
such income were deemed to be effectively connected with a trade or business
conducted by Lazard Ltd or the recipient shareholder in the U.S.
While we intend to manage our affairs so that
Lazard Ltd will not be engaged in a trade or business in the U.S., we may not,
however, be able to do so. If Lazard Ltd were engaged in a trade or
business in the U.S., non-U.S. Persons that own our common stock will be
considered to be engaged in business in the U.S. and will be subject to U.S.
federal income tax on a net income basis at regular rates on income "effectively
connected" with such trade or business.
Lazard Ltd will be required to pay withholding
tax with respect to the portion of our income that is "effectively connected"
with the conduct of a U.S. trade or business and that is allocable to non-U.S.
Persons that hold our common stock. Under rules applicable to
publicly-traded partnerships, Lazard Ltd will withhold taxes on actual cash
distributions attributable to effectively connected income made quarterly to
shareholders that are non-U.S. Persons at the highest marginal rate applicable
to individuals at the time of the distribution. Each shareholder that
is a non-U.S. Person must obtain a taxpayer identification number from the IRS
and submit that number to our transfer agent on a Form W-8BEN or applicable
substitute form in order to obtain credit for the taxes withheld or to claim the
benefits of an applicable tax treaty. A change in applicable law may
require us to change these procedures.
If
Lazard Ltd is unable to avoid being considered to be engaged in a trade or
business in the U.S., a foreign corporate shareholder that owns our common stock
may be subject to U.S. branch profits tax at a rate of 30%, in addition to
regular federal income tax, on its allocable share of our income and gain, as
adjusted for changes in the foreign corporate shareholder's "U.S. net equity",
which are effectively connected with the conduct of a U.S. trade or
business. That tax may be reduced or eliminated by an income tax
treaty between the U.S. and the country of which the foreign corporate
shareholder is a "qualified resident". In addition, this type of
shareholder is subject to special information reporting requirements under
Section 6038C of the Code.
A shareholder that is a non-U.S. Person will be
subject to U.S. federal income tax upon the sale or disposition of our common
stock to the extent that such shareholder recognizes gain upon such sale or
disposition and such gain is effectively connected with a U.S. trade or business
of the shareholder. The IRS has concluded in a published ruling that
a shareholder’s gain will be treated as effectively connected with a U.S. trade
or business of the shareholder to the extent Lazard Ltd is treated as engaged in
a U.S. trade or business through a fixed place of business in the U.S. and the
shareholder’s gain is attributable to our U.S. source property.
Administrative
Matters
Information
Returns. We intend to furnish to each shareholder,
within 90 days after the close of each calendar year, specific tax information,
which describes each shareholder’s share of our income, gain, loss and deduction
for its preceding taxable year. In preparing this information, which
will generally not be reviewed by counsel, we will use various accounting and
reporting conventions, some of which have been mentioned in the previous
discussion, to determine the shareholder’s share of income, gain, loss and
deduction. Any of those conventions may not yield a result that
conforms to the requirements of the Code, regulations or administrative
interpretations of the IRS. The IRS may successfully contend in court
that those accounting and reporting conventions are
impermissible. Any challenge by the IRS could negatively affect the
value of the common stock.
Elective Procedures for Large
Partnerships. The Code allows large partnerships
to elect streamlined procedures for income tax reporting. This
election would reduce the number of items that must be separately stated on the
Schedules K-1 that are issued to the shareholders, and such Schedules K-1 would
have to be provided to shareholders on or before the first March 15
following the close of each taxable year. In addition, this election
would prevent Lazard Ltd, which will be taxed as a partnership for U.S. federal
income tax purposes, from suffering a "technical termination" (which would close
our taxable year) if, within a twelve month period, there is a sale or exchange
of 50% or more of our total interests. To date, Lazard Ltd has not
made such an election.
Backup
Withholding. For each calendar year, Lazard Ltd
will report to its shareholders who are U.S. Persons and to the IRS the amount
of distributions that it pays, and the amount of tax (if any) that it withholds
on these distributions. Under the backup withholding rules, you may
be subject to backup withholding tax with respect to distributions paid unless
you: (i) are a corporation or come within another exempt category and
demonstrate this fact when required; or (ii) provide a taxpayer
identification number, certify as to no loss of exemption from backup
withholding tax and otherwise comply with the applicable requirements of the
backup withholding tax rules. Exempt shareholders who are U.S.
Persons should indicate their exempt status on a properly completed IRS Form
W-9. A non-U.S. Person may qualify as an exempt recipient by
submitting a properly completed IRS Form W-8BEN or an applicable substitute
form. Backup withholding is not an additional tax. The
amount of any backup withholding from a payment to a shareholder will be allowed
as a credit against such shareholder’s U.S. federal income tax liability and may
entitle the shareholder to a refund.
Treatment of Amounts
Withheld. If Lazard Ltd or any of its subsidiaries
is required to withhold any U.S. tax on distributions made to any shareholder or
to Lazard Ltd that are allocable to any shareholder, Lazard Ltd or such
subsidiary will pay such withheld amount to the IRS. That payment, if
made, will be treated as a distribution of cash to the shareholder with respect
to whom the payment was made and will reduce the amount of cash to which such
shareholder would otherwise be entitled.
Nominee
Reporting. Persons who hold an interest in Lazard
Ltd as a nominee for another person are required to furnish to us:
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(a)
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the name,
address and taxpayer identification number of the beneficial owner and the
nominee,
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(b)
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whether the
beneficial owner is:
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(1)
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a person that
is not a U.S. Person,
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(2)
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a foreign
government, an international organization or any wholly-owned agency or
instrumentality of either of the foregoing,
or
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(3)
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a tax-exempt
entity,
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(c)
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the amount
and description of common stock held, acquired or transferred for the
beneficial owner, and
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(d)
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specific
information including the dates of acquisitions and transfers, means of
acquisitions and transfers, and acquisition cost for purchases, as well as
the amount of net proceeds from
sales.
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Brokers and financial institutions are required
to furnish additional information, including whether they are U.S. Persons and
specific information on common stock they acquire, hold or transfer for their
own account. A penalty of $50 per failure, up to a maximum of
$100,000 per calendar year, is imposed by the Code for failure to report that
information to Lazard Ltd. The nominee is required to supply the
beneficial owner of the common stock with the information furnished to Lazard
Ltd.
Lazard Ltd, the
selling shareholders and Goldman, Sachs & Co. have entered into an
underwriting agreement and a pricing agreement with respect to the shares of our
common stock being offered. Subject to certain conditions, Goldman,
Sachs & Co. has agreed to purchase all of the 4,000,000 shares offered
hereby. Also, pursuant to the Lazard Group Purchase, Lazard Group has
agreed to purchase 1,700,000 shares from the selling shareholders through
Goldman, Sachs & Co., as agent, at the same price per share paid by Goldman,
Sachs & Co. for the shares in this offering. The Lazard Group
Purchase is conditioned upon the closing of this offering.
Goldman, Sachs
& Co. may receive from purchasers of the shares normal brokerage commissions
in amounts agreed with such purchasers.
Our common stock is
traded on the New York Stock Exchange under the symbol "LAZ".
Goldman, Sachs
& Co. proposes to offer the shares of our common stock from time to time for
sale in one or more transactions in the New York Stock Exchange, in the
over-the-counter market, through negotiated transactions or otherwise at market
prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices, subject to receipt and acceptance by it and
subject to its right to reject any order in whole or in part. In
connection with the sale of the shares of common stock offered hereby, Goldman,
Sachs & Co. may be deemed to have received compensation in the form of
underwriting discounts. Goldman, Sachs & Co. may effect such
transactions by selling shares of our common stock to or through dealers, and
such dealers may receive compensation in the form of discounts, concessions or
commissions from Goldman, Sachs & Co. and / or purchasers of shares of our
common stock for whom they may act as agents or to whom they may sell as
principal.
In connection
with the offering, Goldman, Sachs & Co. may purchase and sell shares of our
common stock in the open market. These transactions may include short
sales and purchases to cover positions created by short sales. Short sales
involve the sale by Goldman, Sachs & Co. of a greater number of shares than
it is required to purchase in the offering. Goldman, Sachs & Co.
will need to close out any short sale by purchasing shares in the open
market. Goldman, Sachs & Co. is likely to create a short position
if it is concerned that there may be downward pressure on the price of our
common stock in the open market after pricing that could adversely affect
investors who purchase in this offering.
Purchases to cover
a short position, as well as other purchases by Goldman, Sachs & Co. for its
own account, may have the effect of preventing or retarding a decline in the
market price of the Company's stock, and may maintain or otherwise affect the
market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued at any time.
These transactions may be effected in the New York Stock Exchange, in the
over-the-counter market or otherwise.
Each of us and the
selling shareholders have agreed with Goldman, Sachs & Co., subject to
certain exceptions, not to dispose of or hedge any of our shares of common stock
or securities convertible into or exchangeable for shares of our common stock
during the period from the date of this prospectus supplement continuing through
the date 90 days after the date of this prospectus supplement, except with
the prior written consent of Goldman, Sachs & Co.
In
relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a Relevant Member State), Goldman,
Sachs & Co. has represented and agreed that with effect from and including
the date on which the Prospectus Directive is implemented in that Relevant
Member State (the Relevant Implementation Date) it has not made and will not
make an offer of shares to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the shares which has been approved by
the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus
Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of shares to the public in that Relevant
Member State at any time:
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(a)
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to legal
entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities;
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(b)
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to any legal
entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet
of more than €43,000,000 and (3) an annual net turnover of more than
€50,000,000, as shown in its last annual or consolidated
accounts;
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(c)
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to fewer than
100 natural or legal persons (other than qualified investors as defined in
the Prospectus Directive) subject to obtaining the prior consent of
Goldman, Sachs & Co. for any such offer;
or
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(d)
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in any other
circumstances which do not require the publication by the Issuer of a
prospectus pursuant to Article 3 of the Prospectus
Directive.
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For the purposes of this provision, the
expression an "offer of shares to the public" in relation to any shares in any
Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the shares to be offered so
as to enable an investor to decide to purchase or subscribe the shares, as the
same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression Prospectus
Directive means Directive 2003/71/EC and includes any relevant implementing
measure in each Relevant Member State.
Goldman, Sachs & Co. has represented and
agreed that:
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(a)
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it has only
communicated or caused to be communicated and will only communicate or
cause to be communicated an invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA)
received by it in connection with the issue or sale of the shares in
circumstances in which Section 21(1) of the FSMA would not, if the
Issuer was not an authorized person, apply to the Issuer;
and
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(b)
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it has
complied and will comply with all applicable provisions of the FSMA with
respect to anything done by it in relation to the shares in, from or
otherwise involving the United
Kingdom.
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The shares may not
be offered or sold by means of any document other than (i) in circumstances
which do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional
investors" within the meaning of the Securities and Futures Ordinance (Cap.571,
Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a "prospectus" within
the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no
advertisement, invitation or document relating to the shares may be issued or
may be in the possession of any person for the purpose of issue (in each case
whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if
permitted to do so under the laws of Hong Kong) other than with respect to
shares which are or are intended to be disposed of only to persons outside Hong
Kong or only to "professional investors" within the meaning of the Securities
and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made
thereunder.
This prospectus
supplement has not been registered as a prospectus with the Monetary Authority
of Singapore. Accordingly, this prospectus supplement and any other
document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the shares may not be circulated or distributed,
nor may the shares be offered or sold, or be made the subject of an invitation
for subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act, Chapter 289 of Singapore
(the "SFA"), (ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions, specified in
Section 275 of the SFA or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision of the
SFA.
Where the shares
are subscribed or purchased under Section 275 by a relevant person which
is: (a) a corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share capital of which
is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the
beneficiaries' rights and interest in that trust shall not be transferable for 6
months after that corporation or that trust has acquired the shares under
Section 275 except: (1) to an institutional investor under
Section 274 of the SFA or to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions, specified in
Section 275 of the SFA; (2) where no consideration is given for the
transfer; or (3) by operation of law.
The securities have
not been and will not be registered under the Financial Instruments and Exchange
Law of Japan (the Securities and Exchange Law) and Goldman, Sachs & Co. has
agreed that it will not offer or sell any securities, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan (which term as used
herein means any person resident in Japan, including any corporation or other
entity organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Financial Instruments and Exchange Law and any other
applicable laws, regulations and ministerial guidelines of Japan.
Lazard estimates
that the total expenses of this offering, and of the Lazard Group Purchase, all
of which will be borne by Lazard, and excluding deemed underwriting discounts
and commissions, will be approximately $1.0 million.
Lazard and the
selling shareholders have agreed to indemnify Goldman, Sachs & Co. against
certain liabilities, including liabilities under the Securities
Act.
Goldman, Sachs
& Co. and its affiliates have, from time to time, performed, and may in the
future perform, various financial advisory and investment banking services for
the Company, for which they received or will receive customary fees and
expenses. Lazard Ltd, Lazard Group and their affiliates have in the
past provided, and may in the future from time to time provide, similar services
to Goldman, Sachs & Co. and its affiliates on customary terms and for
customary fees. Goldman, Sachs & Co. was an underwriter in
the equity public offering and the ESU offering and an initial purchaser in two
privately placed Lazard Group notes
offerings.
The validity of the
shares of our common stock offered hereby has been passed upon for Lazard Ltd by
Conyers Dill & Pearman, Hamilton, Bermuda. Lazard has been
represented by Cravath, Swaine & Moore LLP, New York, New
York. Goldman, Sachs & Co. has been represented by
Sullivan & Cromwell LLP, New York, New York.
The consolidated
financial statements and the related financial statement schedule, incorporated
in this prospectus supplement by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 2008, and the effectiveness of
Lazard Ltd's internal control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered public accounting
firm, as stated in their reports, which are incorporated herein by
reference. Such consolidated financial statements and financial
statement schedule have been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and
auditing.
Prospectus
Class A Common
Stock
Debt
Securities
6.625% Equity
Security Units
Preference
Shares
Warrants
Stock Purchase
Contracts
Stock Purchase
Units
___________________
The securities covered by this prospectus may
be sold from time to time by Lazard Ltd. In addition, selling security holders
to be named in a prospectus supplement may offer and sell from time to time, a
number of shares of our Class A common stock, which we refer to as our
"common stock," or our 6.625% equity security units, which we refer to as
"ESUs," in such amounts as set forth in a prospectus supplement. We may, and any
selling security holder may, offer the securities independently or together in
any combination for sale directly to purchasers or through underwriters, dealers
or agents to be designated at a future date. Unless otherwise set forth in a
prospectus supplement, we will not receive any proceeds from the sale of shares
of our common stock or ESUs by any selling security holders.
When we offer securities, we will provide you
with a prospectus supplement describing the specific terms of the specific issue
of securities, including the offering price of the securities. You should
carefully read this prospectus and the prospectus supplement relating to the
specific issue of securities, together with the documents we incorporate by
reference, before you decide to invest in any of these securities.
THIS PROSPECTUS MAY NOT BE USED TO
OFFER OR SELL ANY SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.
Our Class A common stock is traded on The
New York Stock Exchange under the symbol "LAZ". Our ESUs are traded on The New
York Stock Exchange under the symbol "LDZ."
Investing in our securities involves
risks. See "Risk Factors" on page 4 of this prospectus, "Risks Related to
Business" on page 15 of our Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 and "Item 1A. Risk Factors" on page 73 of our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2006.
___________________
Neither the Securities and Exchange
Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
___________________
The securities may be offered and sold to or
through underwriters, dealers or agents as designated from time to time, or
directly to one or more other purchasers or through a combination of such
methods. See "Plan of Distribution." If any underwriters, dealers or agents are
involved in the sale of any of the securities, their names, and any applicable
purchase price, fee, commission or discount arrangements between or among them,
will be set forth, or will be calculable from the information set forth, in the
applicable prospectus supplement.
Prospectus Dated
November 21, 2006.
No
dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
___________________
Page
This prospectus is part of a registration
statement that we filed with the United States Securities and Exchange
Commission, which we refer to in this prospectus as the "SEC," using the "shelf"
registration process. Under this shelf registration process, we, or certain of
our shareholders, may sell the securities described in this prospectus in one or
more offerings. This prospectus provides you with a general description of the
securities we may offer and the shares of our common stock or ESUs that we or a
selling security holder may offer. Each time we, or, under certain
circumstances, our shareholders, sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add to, update or change
information contained in this prospectus and, accordingly, to the extent
inconsistent, information in this prospectus is superseded by the information in
any prospectus supplement. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
The prospectus supplement will describe: the
terms of the securities offered, any initial public offering price, the price
paid to us for the securities, the net proceeds to us, the manner of
distribution and any underwriting compensation and the other specific material
terms related to the offering of these securities. For more detail on the terms
of the securities, you should read the exhibits filed with or incorporated by
reference in our registration statement of which this prospectus forms a
part.
In this prospectus, unless the context
otherwise requires, the terms:
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"Lazard,"
"we," "our," "us," and the "Company" refer to Lazard Ltd, a Bermuda
exempted company whose shares of common stock are publicly traded on the
New York Stock Exchange under the symbol "LAZ," and its subsidiaries,
including Lazard Group.
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"Lazard
Group," refers to Lazard Group LLC, a Delaware limited liability company
that is the holding company for the subsidiaries that conduct Lazard's
business (which includes all of the businesses, subsidiaries, assets and
liabilities of Lazard Ltd and Lazard Group, which we refer to in this
prospectus as "our business").
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References to "securities" includes any
security that we might sell under this prospectus or any prospectus
supplement.
We prepare our financial statements in U.S.
dollars and prepare our financial statements, including all of the financial
statements incorporated by reference or included in this prospectus, in
conformity with accounting principles generally accepted in the U.S., or "U.S.
GAAP." We have a fiscal year end of December 31. In this prospectus, except
where otherwise indicated, references to "$" or "dollars" are to the lawful
currency of the U.S.
Historical results of operations are reported
as a historical partnership until the equity public offering on May 10,
2005 and do not include, among other things, payments for services rendered by
managing directors as compensation expense and a provision for U.S. federal
income taxes. Such payments and tax provisions are included in subsequent
periods. Therefore, historical results for periods prior to the equity public
offering on May 10, 2005 and periods subsequent thereto are not
comparable.
The Lazard logo and the other trademarks, trade
names and service marks of Lazard mentioned in this prospectus, including Lazard
®,
are the property of, and are used with the permission of, our
subsidiaries.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein. Please refer to
the actual documents for complete information. All of the summaries are
qualified in their entirety by the actual documents. Copies of the documents
referred to herein have been filed, or will be filed or incorporated by
reference as exhibits to the registration statement of which this prospectus is
a part, and you may obtain copies of those documents as described below under
"Where You Can Find More Information."
Because we are a "well-known seasoned issuer,"
as defined in Rule 405 of the Securities Act of 1933, as amended, which we refer
to in this prospectus as the "Securities Act," we may add to and offer
additional securities, including secondary securities, by filing a prospectus
supplement with the SEC at the time of the offer. In addition, we are able to
add our subsidiaries and securities to be issued by them if we guarantee such
securities. Also, our subsidiaries may guarantee any debt securities that we
issue under this prospectus.
You should rely only on the information
contained in this prospectus or incorporated by reference in this prospectus. We
have not authorized anyone to provide you with different information. The
distribution of this prospectus and sale of these securities in certain
jurisdictions may be restricted by law. Persons in possession of this prospectus
are required to inform themselves about and observe any such restrictions. We
are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing
in this prospectus is accurate as of the date on the front cover of this
prospectus only. Our business, financial condition, results of operations and
prospects may have changed since that date.
We are a preeminent international financial
advisory and asset management firm that has long specialized in crafting
solutions to the complex financial and strategic challenges of our clients. We
serve a diverse set of clients around the world, including corporations,
partnerships, institutions, governments and high-net worth individuals. The
first Lazard partnership was established in 1848. Over time we have extended our
activities beyond our roots in New York, Paris and London. We operate today from
29 cities in key business and financial centers across 16 countries throughout
Europe, North America, Asia, Australia and South America. We focus primarily on
two businesses, Financial Advisory and Asset Management. We believe that the mix
of our activities across business segments, geographic regions, industries and
investment strategies helps to diversify and stabilize our revenue
stream.
Lazard Ltd was incorporated in Bermuda on
October 25, 2004. Lazard Group was formed in Delaware on March 2, 2000
under the name Lazard LLC and was renamed Lazard Group LLC on May 10, 2005.
Our principal executive offices are located in the U.S. at 30 Rockefeller Plaza,
New York, New York 10020, with a general telephone number of
(212) 632-6000, in France at 121 Boulevard Haussmann, 75382 Paris Cedex 08,
with a general telephone number of 33-1-44-13-01-11, in the U.K. at 50 Stratton
Street, London W1J 8LL, with a general telephone number of 44-207-187-2000 and
in Italy at via Dell'Orso 2, 20121 Milan, with a general telephone number of
39-02-723121. Lazard Ltd's registered office in Bermuda is located at Clarendon
House, 2 Church Street, Hamilton HM 11, Bermuda, with a general telephone number
of (441) 295-1422. We maintain an Internet site at http://www.lazard.com. Our websites and the information
contained on those sites, or connected to those sites, are not incorporated into
this prospectus, and you should not rely on any such information in making your
decision whether to purchase our
securities.
Before you invest in securities issued by
Lazard Ltd, you should carefully consider the risks involved. Accordingly, you
should carefully consider:
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the
information contained in or incorporated by reference into this
prospectus,
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the
information contained in or incorporated by reference into any prospectus
supplement relating to specific offerings of
securities,
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the risks
described in our Annual Report on Form 10-K for our most recent fiscal
year and in any Quarterly Report on Form 10-Q, which we have filed since
our most recent Annual Report on Form 10-K, each of which is incorporated
by reference into this prospectus,
and
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other risks
and other information that may be contained in, or incorporated by
reference from other filings we make with the SEC, including in any
prospectus supplement relating to specific offerings of
securities.
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The discussion of risks related to our business
contained in or incorporated by reference into this prospectus or into any
prospectus supplement comprises material risks of which we are aware. If any of
the events or developments described actually occurred, our business, financial
condition or results of operations would likely suffer.
This prospectus, any accompanying prospectus
supplement and the information incorporated herein and therein by reference
include forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended, which we refer to in this prospectus as the "Exchange Act." We have
made statements in the prospectus and in the information incorporated by
reference in this prospectus under the captions "Lazard Ltd," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in other sections of this prospectus, and in the information
incorporated by reference in this prospectus that are forward-looking
statements. In some cases, you can identify these statements by forward-looking
words such as "may," "might," "will," "should," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or "continue," and the negative of
these terms and other comparable terminology. These forward-looking statements,
which are subject to known and unknown risks, uncertainties and assumptions
about us, may include projections of our future financial performance based on
our growth strategies and anticipated trends in our business. These statements
are only predictions based on our current expectations and projections about
future events. There are important factors that could cause our actual results,
level of activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed or implied by
the forward-looking statements. In particular, you should consider the numerous
risks and uncertainties outlined in "Risk Factors," including the
following:
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a decline in
general economic conditions or the global financial
markets,
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losses caused
by financial or other problems experienced by third
parties,
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losses due to
unidentified or unanticipated
risks,
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a lack of
liquidity, i.e., ready access to funds, for use in our businesses,
and
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competitive
pressure.
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These risks and uncertainties are not
exhaustive. Other sections of this prospectus may include additional factors
which could adversely impact our business and financial performance. Moreover,
we operate in a very competitive and rapidly changing environment. New risks and
uncertainties emerge from time to time, and it is not possible for our
management to predict all risks and uncertainties, nor can we assess the impact
of all factors on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained
in any forward-looking statements.
Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
results, level of activity, performance or achievements. Moreover, neither we
nor any other person assumes responsibility for the accuracy or completeness of
any of these forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events. We are under no duty
to update any of these forward-looking statements after the date of this
prospectus to conform our prior statements to actual results or revised
expectations and we do not intend to do so.
Forward-looking statements include, but are not
limited to, statements about the:
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business'
possible or assumed future results of operations and operating cash
flows,
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business'
strategies and investment policies,
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business'
financing plans and the availability of short-term
borrowing,
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business'
competitive position,
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potential
growth opportunities available to our
businesses,
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recruitment
and retention of our managing directors and
employees,
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target levels
of compensation,
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business'
potential operating performance, achievements, productivity improvements,
efficiency and cost reduction
efforts,
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likelihood of
success and impact of litigation,
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expected tax
rate,
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changes in
interest and tax rates,
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expectation
with respect to the economy, securities markets, the market for mergers
and acquisitions activity, the market for asset management activity and
other industry trends,
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effects of
competition on our businesses, and
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impact of
future legislation and regulation on our
businesses.
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Lazard is committed to providing timely and
accurate information to the investing public, consistent with our legal and
regulatory obligations. To that end, we use websites to convey information about
our businesses, including the anticipated release of quarterly financial
results, quarterly financial, statistical and business-related information, and
the posting of updates of assets under management, or which we refer to in this
prospectus as "AUM," in various mutual funds, hedge funds and other investment
products managed by Lazard Asset Management, or which we refer to in this
prospectus as "LAM," and its subsidiaries. Monthly updates of these funds are
posted to the LAM website (http://www.lazardnet.com) by
the 3rd business day following the end of each month. Investors can link to
Lazard Ltd, Lazard Group and their operating company websites through http://www.lazard.com. Our websites and the information
contained on those sites, or connected to those sites, are not incorporated into
this prospectus, and you should not rely on any such information in making your
decision whether to purchase our securities.
We may register shares of our common stock or
our ESUs covered by this prospectus for re-offers and resales by any selling
security holders to be named in a prospectus supplement. Because we are a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act, we may
add secondary sales of shares of our common stock or our ESUs by any selling
security holders by filing a prospectus supplement with the SEC. We may register
these securities to permit selling security holders to resell their securities
when they deem appropriate. A selling security holder may resell all, a portion
or none of their securities at any time and from time to time. We may register
those securities for sale through an underwriter or other plan of distribution
as set forth in a prospectus supplement. See "Plan of Distribution." Selling
security holders may also sell, transfer or otherwise dispose of some or all of
their securities in transactions exempt from the registration requirements of
the Securities Act. We may pay all expenses incurred with respect to the
registration of the securities owned by the selling security holders, other than
underwriting fees, discounts or commissions, which will be borne by the selling
security holders. We will provide you with a prospectus supplement naming the
selling security holders, the amount of securities to be registered and sold and
any other terms of the securities being sold by a selling security
holder.
Unless otherwise indicated in a prospectus
supplement, we intend to use the net proceeds from the sale of our securities
for general corporate purposes, possible future repayments of indebtedness or
for such other purposes as may be specified in the applicable prospectus
supplement. Unless otherwise set forth in a prospectus supplement, we will not
receive any proceeds from any sales of our securities by any selling security
holder to be named in a prospectus supplement.
For a description of the common stock we or
selling security holders may offer, see "Description of Capital Stock," in
Lazard Ltd's final prospectus filed pursuant to Rule 424(b)(3) of the Securities
Act on May 6, 2005 with respect to the Registration Statement on Form S-1
(File No. 333-121407). See "Where You Can Find More
Information."
For a description of the ESUs selling security
holders may offer, see "Description of the Equity Security Units," in Lazard
Ltd's and Lazard Group's final prospectus filed pursuant to Rule 424(b)(3) of
the Securities Act on May 6, 2005, with respect to the Registration
Statement on Form S-1 (File No. 333-123463). See "Where You Can Find More
Information."
The following description of the terms
of the debt securities we may issue sets forth certain general terms and
provisions of any debt securities to which any prospectus supplement may relate.
Particular terms of debt securities offered by any prospectus supplement and the
extent, if any, to which these general terms and provisions shall apply to any
debt securities so offered will be described in the prospectus supplement
relating to the applicable debt securities. The applicable prospectus supplement
may also state that any of the terms set forth in this description are
inapplicable to such debt securities. This description does not purport to be
complete.
General
We may enter into indenture agreements with
respect to any debt securities we may offer. We may enter into separate
indentures, with different trustees, for our debt securities. We use the term
"indentures" to refer to any such indentures we may enter into, and we use the
term "trustees" to refer to the trustees under such indentures. The material
terms of any indenture governing a series of debt securities will be described
in the applicable prospectus or prospectus supplement. The indentures will be
qualified under the Trust Indenture Act.
If specified in the prospectus supplement or
other offering material, certain of our subsidiaries may guarantee such debt
securities or we may guarantee debt securities issued by our subsidiaries as
described in the prospectus supplement or other offering material relating to
the applicable debt securities.
Additional
Information
We will describe in any applicable prospectus
supplement the following terms relating to a series of debt
securities:
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the
title,
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any limit on
the amount that may be issued,
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whether or
not we will issue the series of notes in global form, the terms and who
the depository will be,
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the maturity
date,
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the annual
interest rate, which may be fixed or variable, or the method for
determining the rate and the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest payment
dates or the method for determining such
dates,
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whether or
not the notes will be secured or unsecured, and the terms of any secured
debt,
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the terms of
the subordination of any series of subordinated
debt,
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the place
where payments will be payable,
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our right, if
any, to defer payment of interest and the maximum length of any such
deferral period,
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the date, if
any, after which, and the price at which, we may, at our option, redeem
the series of notes pursuant to any optional redemption
provisions,
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the date, if
any, on which, and the price at which we are obligated, pursuant to any
mandatory sinking fund provisions or otherwise, to redeem, or at the
holder's option to purchase, the series of
notes,
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whether the
indenture will restrict our ability to pay dividends, or will require us
to maintain any asset ratios or
reserves,
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whether we
will be restricted from incurring any additional
indebtedness,
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a discussion
on any material or special United States federal income tax considerations
applicable to the notes,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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the
denominations in which we will issue the series of notes, if other than
denominations of $1,000 and any integral multiple thereof,
and
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any other
specific terms, preferences, rights or limitations of, or restrictions on,
the debt securities.
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The applicable prospectus supplement will
describe the terms of any debt securities offered thereby.
Conversion
or Exchange of Debt Securities
Such prospectus or prospectus supplement will
also describe, if applicable, the terms on which the debt securities may be
converted or exchanged into our common stock, preference shares or other
securities or property. These terms will include whether the conversion or
exchange is mandatory, is at our option or is at the option of the holder. The
prospectus supplement will describe how the number of shares of common stock,
preference shares or other securities or property to be received would be
calculated.
The following description of the terms
of the preference shares we may issue sets forth certain general terms and
provisions of any series of preference shares to which any prospectus supplement
may relate. Particular terms of the preference shares offered by any prospectus
supplement and the extent, if any, to which these general terms and provisions
shall apply to any series of preference shares so offered will be described in
the prospectus supplement relating to the applicable preference shares. The
applicable prospectus supplement may also state that any of the terms set forth
in this description are inapplicable to such series of preference shares. This
description does not purport to be complete and is subject to and qualified in
its entirety by reference to applicable Bermuda law and the provisions of our
bye-laws relating to our preference shares.
We may issue preference shares. Preference
shares may be issued independently or together with any other securities and may
be attached to or separate from the securities.
Pursuant to Bermuda law and our bye-laws, our
board of directors by resolution may establish one or more class or series of
preference shares having such number of shares, designations, dividend rates,
relative voting rights, conversion or exchange rights, redemption rights,
liquidation rights and other relative participation, optional or other special
rights, qualifications, limitations or restrictions as may be fixed by the board
of directors without any shareholder approval. Such rights, preferences, powers
and limitations as may be established could also have the effect of discouraging
an attempt to obtain control of Lazard Ltd. We currently have 15,000,000
authorized preference shares, par value $0.01 per share.
The board of directors, in approving the
issuance of a class or series of preference shares and the applicable prospectus
supplement, will set forth with respect to such class or series, the
following:
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the number of
shares in the class or series,
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the
designations of the class or
series,
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the dividend
rates on the shares of that class or series (including, whether dividends
are cumulative, and if so, from which date(s)) and the relative rights of
priority, if any, of the payment of dividends on shares of that class or
series,
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whether that
class or series has voting rights (in addition to voting rights provided
by law), and if so, the terms of such voting
rights,
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the
conversion or exchange rights of the class or series, if any (including
conversion into common stock), including the terms and conditions of such
conversion or exchange (including provision for adjustment of the
conversion or exchange rate as the board of directors
determines),
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whether the
class or series will have a sinking fund for the redemption or repurchase
of shares of that class or series, and if so, the terms and amounts of
such sinking fund,
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the right of
the shares of that class or series to the benefit of conditions and
restrictions upon the creation of indebtedness of Lazard Ltd or any of its
subsidiaries, upon the issue of any additional shares (including
additional shares of such class or series or any other class or series)
and upon the payment of dividends or the making of other distributions on,
and the purchase, redemption or other acquisition by Lazard Ltd or any of
its subsidiaries of any issued shares of Lazard
Ltd,
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the
liquidation rights and other relative participation,
and
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any optional
or other special rights, qualifications, limitations or restrictions of
that class or series.
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The terms of each
class or series of preference shares will be described in any prospectus
supplement related to such class or series of preference shares and will contain
a discussion of any material Bermuda or material United States federal income
tax considerations applicable to the preference shares.
The following description of the terms
of warrants we may issue sets forth certain general terms and provisions of any
warrants to which any prospectus supplement may relate. Particular terms of
warrants offered by any prospectus supplement and the extent, if any, to which
these general terms and provisions shall apply to any warrants so offered will
be described in the prospectus supplement relating to the applicable warrants.
The applicable prospectus supplement may also state that any of the terms set
forth in this description are inapplicable to such warrants. This description
does not purport to be complete.
General
We may issue warrants, including warrants to
purchase shares of our common stock and preference shares. Warrants may be
issued independently or together with any securities and may be attached to or
separate from the securities. Each series of warrants will be issued under a
separate warrant agreement to be entered into between us and a bank or trust
company, as warrant agent.
Debt
Warrants
The applicable prospectus supplement will
describe the terms of debt warrants offered thereby, the warrant agreement
relating to the debt warrants and the certificates representing the debt
warrants, including the following:
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the title of
the debt warrants,
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the aggregate
number of debt warrants,
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the price or
prices at which the debt warrants will be
issued,
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the currency
or currencies, including composite currencies or currency units, in which
the price of the debt warrants may be
payable,
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the
designation, aggregate principal amount and terms of the debt securities
purchasable upon exercise of the debt warrants, and the procedures and
conditions relating to the exercise of the debt
warrants,
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the
designation and terms of any related debt securities with which the debt
warrants are issued, and the number of the debt warrants issued with each
debt security,
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the currency
or currencies, including composite currencies or currency units, in which
any principal, premium, if any, or interest on the debt securities
purchasable upon exercise of the debt warrants will be
payable,
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the date, if
any, on and after which the debt warrants and the related debt securities
will be separately transferable,
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the principal
amount of debt securities that may be purchased upon exercise of each debt
warrant, and the price at which and the currency or currencies, including
composite currencies or currency units, in which the principal amount of
debt securities may be purchased upon
exercise,
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the date on
which the right to exercise the debt warrants will commence, and the date
on which the right will expire,
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the maximum
or minimum number of the debt warrants that may be exercised at any
time,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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if
applicable, a discussion of any material United States federal income tax
considerations, and
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any other
terms of the debt warrants and terms, procedures and limitations relating
to the exercise of the debt
warrants.
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Certificates representing debt warrants will be
exchangeable for new certificates representing debt warrants of different
denominations, and debt warrants may be exercised at the corporate trust office
of the warrant agent or any other office indicated in the applicable prospectus
supplement. Before the exercise of their debt warrants, holders of debt warrants
will not have any of the rights of holders of the debt securities issuable upon
exercise and will not be entitled to payment of principal of or any premium or
interest on the debt securities issuable upon exercise.
Other
Warrants
The applicable prospectus supplement will
describe the following terms of any other warrants that we may
issue:
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the title of
the warrants,
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the
securities (which may include preference shares or common stock) for which
the warrants are exercisable,
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the price or
prices at which the warrants will be
issued,
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the currency
or currencies, including composite currencies or currency units, in which
the price of the warrants may be
payable,
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if
applicable, the designation and terms of the preference shares or common
stock with which the warrants are issued, and the number of the warrants
issued with each share of preference shares or common
stock,
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if
applicable, the date on and after which the warrants and the related
preference shares or common stock will be separately
transferable,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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if
applicable, a discussion of any material United States federal income tax
considerations, and
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any other
terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the
warrants.
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Exercise
of Warrants
Each warrant will entitle the holder to
purchase for cash or other consideration the number of debt securities,
preference shares or shares of our common stock at the exercise price as will in
each case be described in, or can be determined from, the applicable prospectus
supplement relating to the offered warrants. Warrants may be exercised at any
time up to the close of business on the expiration date described in the
applicable prospectus supplement. After the close of business on the expiration
date, unexercised warrants will become void.
Warrants may be exercised as described in the
applicable prospectus supplement. Upon receipt of payment and the certificate
representing the warrant properly completed and duly executed at the corporate
trust office of the warrant agent or any other offices indicated in the
applicable prospectus supplement, we will, as soon as practicable, forward the
securities issuable upon exercise. If less than all of the warrants represented
by the certificate are exercised, a new certificate will be issued for the
remaining warrants.
The following description of the terms
of stock purchase contracts and stock purchase units we may issue sets forth
certain general terms and provisions of any stock purchase contracts or stock
purchase units to which any prospectus supplement may relate. Particular terms
of stock purchase contracts or stock purchase units offered by any prospectus
supplement and the extent, if any, to which these general terms and provisions
shall apply to any stock purchase contracts or stock purchase units so offered
will be described in the prospectus supplement relating to the applicable stock
purchase contracts or stock purchase units. The applicable prospectus supplement
may also state that any of the terms set forth in this description are
inapplicable to such stock purchase contracts or stock purchase units. This
description does not purport to be complete.
We may issue stock purchase contracts,
including contracts obligating holders to purchase from or sell to us, and
obligating us to sell to or purchase from the holders, a specified number of
shares of our common stock or preference shares at a future date or dates, which
we refer to in this prospectus as "stock purchase contracts." The price per
share of the securities and the number of shares of the securities may be fixed
at the time the stock purchase contracts are issued or may be determined by
reference to a specific formula set forth in the stock purchase contracts, and
may be subject to adjustment under anti-dilution formulas. The stock purchase
contracts may be issued separately or as part of units consisting of a stock
purchase contract and debt securities or debt obligations of third parties,
including U.S. treasury securities, any other securities described in the
applicable prospectus supplement or any combination of the foregoing, securing
the holders' obligations to purchase the securities under the stock purchase
contracts, which we refer to herein as "stock purchase units." The stock
purchase contracts may require holders to secure their obligations under the
stock purchase contracts in a specified manner. The stock purchase contracts
also may require us to make periodic payments to the holders of the stock
purchase contracts or the stock purchase units, as the case may be, or vice
versa, and those payments may be unsecured or pre-funded on some
basis.
The applicable prospectus supplement will
describe the terms of any stock purchase contracts or stock purchase units
offered thereby and will contain a discussion of any material Bermuda or
material U.S. federal income tax considerations applicable to the stock purchase
contracts and stock purchase units.
We may sell our securities, and any selling
security holder may sell securities covered by this prospectus, in any one or
more of the following ways from time to time:
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through
agents,
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to or through
underwriters,
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through
brokers or dealers,
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directly by
us or any selling security holders to purchasers, including through a
specific bidding, auction or other process,
or
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through a
combination of any of these methods of
sale.
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We will identify the specific plan of
distribution, including any underwriters, dealers, agents or direct purchasers
and their compensation in a prospectus supplement.
The validity of the securities will be passed
upon for us by Conyers Dill & Pearman, Hamilton, Bermuda with respect
to securities governed by Bermuda law, and by Wachtell, Lipton, Rosen &
Katz with respect to securities governed by New York law, as applicable, unless
otherwise indicated in the applicable prospectus supplement. If the securities
are being distributed in an underwritten offering, the validity of the
securities will be passed upon for the underwriters by counsel identified in the
related prospectus supplement.
The consolidated financial statements and the
related financial statement schedule incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 2005 have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. You may read and copy any
document the company files at the SEC's public reference room located at 100 F
Street, N.E., Washington, D.C. 20549, U.S.A. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Lazard
Ltd's SEC filings are also available to the public from the SEC's internet site
at http://www.sec.gov .
Copies of these reports and other information can also be inspected at the
offices of the New York Stock Exchange, Inc. 20 Broad Street, New York, New York
10005, U.S.A.
We maintain an Internet site at http://www.lazard.com. Our websites and the information
contained on those sites or connected to those sites, are incorporated into this
prospectus, and you should not rely on any such information in making your
decision whether to purchase our securities.
We are "incorporating by reference" into this
prospectus specific documents that we file with the SEC, which means that we can
disclose important information to you by referring you to those documents that
are considered part of this prospectus. Information that we file subsequently
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, and any future documents
that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act until the termination of the offerings of all of the securities
covered by this prospectus has been completed. This prospectus is part of a
registration statement filed with the SEC.
We are "incorporating by reference" into this
prospectus the following documents filed with the SEC (excluding any portions of
such documents that have been "furnished" but not "filed" for purposes of the
Exchange Act):
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Lazard Ltd's
Annual Report on Form 10-K for the fiscal year ended December 31,
2005;
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Lazard Ltd's
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2006, June 30, 2006 and September 30,
2006;
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Lazard Ltd's
Proxy Statement on Schedule 14-A, filed on March 31,
2006;
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Lazard Ltd's
Current Reports on Form 8-K filed on January 26,
2006, March 23, 2006, April 4, 2006, May 17,
2006 and June 20, 2006;
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Description
of the Class A common stock and risk factors related to the offering
contained in the final prospectus for Lazard Ltd filed pursuant to Rule
424(b)(3) of the Securities Act on May 6, 2005 with respect to the
Registration Statement on Form S-1 (File No. 333-121407);
and
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Description
of ESUs and risk factors related to the offering contained in the final
prospectus for Lazard Ltd and Lazard Group LLC filed pursuant to Rule
424(b)(3) of the Securities Act on May 6, 2005 with respect to the
Registration Statement on Form S-1 (File
No. 333-123463).
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We will provide to each person, including any
beneficial owner, to whom a prospectus is delivered, upon written or oral
request and without charge, a copy of the documents referred to above that we
have incorporated in this prospectus by reference. You can request copies of
such documents if you call or write us at the following address or telephone
number: Investor Relations, Lazard Ltd, 30 Rockefeller Plaza, New York, New York
10020, (212) 632-6000, or you may visit our website at http://www.lazard.com for
copies of any of such documents.
This prospectus, any accompanying prospectus
supplement or information incorporated by reference herein or therein, contains
summaries of certain agreements that we have filed as exhibits to various SEC
filings, as well as certain agreements that we will enter into in connection
with the offering of securities covered by any particular accompanying
prospectus supplement. The descriptions of these agreements contained in this
prospectus, any accompanying prospectus supplement or information incorporated
by reference herein or therein do not purport to be complete and are subject to,
or qualified in their entirety by reference to, the definitive agreements.
Copies of the definitive agreements will be made available without charge to you
by making a written or oral request to us.
You should rely only upon the information
contained in this prospectus, any prospectus supplement or incorporated by
reference in this prospectus or in any prospectus supplement. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this document is accurate as of any date other
than that on the front cover of this Prospectus.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein, in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein or in any accompanying
prospectus supplement, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified and
superseded, to constitute a part of this prospectus.
4,000,000 Shares
Lazard
Ltd
Class A Common
Stock
Goldman,
Sachs & Co.