UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
8-K
____________________
CURRENT REPORT
PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported) April 22, 2008
____________________Lazard
Ltd
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
____________________
Bermuda
(State or other jurisdiction of incorporation)
(State or other jurisdiction of incorporation)
|
001-32492
|
98-0437848
|
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
Clarendon
House, 2 Church Street, Hamilton, Bermuda
|
HM
11
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
441-295-1422
Registrant’s telephone number, including area code
Not
Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
____________________
Dated: April
22,
2008
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
7.01 Regulation FD
Disclosure
On April
22, 2008, Lazard Ltd issued a Notice of Remarketing to holders of its 6.625%
Equity Security Units and to holders of the related 6.120% Senior Notes
initially due 2035 (the “Senior Notes”) of Lazard Group LLC regarding a
remarketing of the Senior Notes to commence on May 2, 2008. A copy of
the Notice of Remarketing is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
The
information set forth in this Item 7.01 and in Exhibit 99.1 hereto shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of
that section, nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such
filing. The inclusion of information under this Item 7.01 and in
Exhibit 99.1 hereto shall not be deemed an admission by Lazard Ltd as to the
materiality thereof.
This
Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Senior Notes
in the remarketing in any state or other jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part
of this Current Report on Form 8-K:
|
Exhibit
Number |
Description
of Exhibit
|
|
|
99.1
|
Notice
of Remarketing
|
SIGNATURES
Pursuant to the requirements of the
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| LAZARD LTD | |||
| (Registrant) | |||
|
|
By:
|
/s/ Michael J. Castellano | |
| Name: Michael J. Castellano | |||
| Title: Chief Financial Officer | |||
EXHIBIT
INDEX
|
Exhibit
Number |
Description
of Exhibit
|
|
|
99.1
|
Notice
of Remarketing
|
Exhibit
99.1
Lazard
NOTICE OF
REMARKETING TO HOLDERS OF
LAZARD
LTD 6.625% EQUITY SECURITY
UNITS (CUSIP NO. G54050 11 0)
AND
RELATED
LAZARD
GROUP LLC 6.120% SENIOR NOTES INITIALLY DUE 2035 (CUSIP NO. 52107R AA
1)
Remarketing
of the Senior Notes
Pursuant
to the Purchase Contract Agreement dated as of May 10, 2005 (the “Purchase
Contract Agreement”), between Lazard Ltd (“Lazard”) and The Bank of New York,
acting as purchase contract agent and attorney-in-fact (“Purchase Contract
Agent”) for the holders of the Lazard Ltd 6.625% Equity Security Units (the
“ESUs”), Lazard will engage in a remarketing of the outstanding 6.120% Senior
Notes initially due 2035 (the “Senior Notes”) of Lazard Group LLC (“Lazard
Group”) on May 2, 2008. In connection with the remarketing, Lazard
Group expects that it (or one of its subsidiaries) will purchase all (or a
substantial portion) of the remarketed Senior Notes. Notwithstanding
this expectation, the decision by Lazard Group (or one of its subsidiaries) to
purchase any or all of the remarketed Senior Notes will be at the sole
discretion of Lazard Group. Lazard and Lazard Group have retained
Lazard Frères & Co. LLC to act as remarketing agent and may retain a
co-remarketing agent (the “Remarketing Agent”).
As a
result of current conditions in the debt capital markets, Lazard and Lazard
Group believe that it may not be advisable to remarket the Senior Notes to third
parties at this time. Lazard expects therefore to utilize its strong
cash position to purchase all (or a substantial portion) of the remarketed
Senior Notes. Lazard Group may resell any Senior Notes it (or one of
its subsidiaries) purchases in the remarketing at a later date. The
Remarketing Agent will receive a remarketing fee of 0.25% of the aggregate
principal amount of the remarketed Senior Notes.
In a
remarketing in which Lazard Group (or one of its subsidiaries) does not
participate, in whole or in substantial part, the maturity of all Senior Notes,
including those not participating in the remarketing, will be reset at Lazard’s
option to a date no earlier than May 15, 2010 and no later than May 15, 2035,
and interest on all Senior Notes, including those not participating in the
remarketing, from and after May 15, 2008 will accrue at the reset rate
determined by the Remarketing Agent and be payable semi-annually in
arrears. If Lazard Group (or one of its subsidiaries) purchases all
(or a substantial portion) of the remarketed Senior Notes, Lazard Group expects
that the maturity of all Senior Notes would be reset to May 15, 2010 and that
the interest rate on all Senior Notes would be reset to 4.00%. In
addition, other changes and modifications, which would not be materially adverse
to the holders of Senior Notes, may be made to the Senior Notes in connection
with the remarketing.
Holders
of ESUs Qualifying as Normal Units
If you
hold Normal Units (as defined in the Purchase Contract Agreement), the Senior
Notes constituting a component thereof will be automatically remarketed
unless:
(i) not
later than 10:00 a.m., New York City time, on April 28, 2008, you early settle
the related purchase contracts under Section 5.09 of the Purchase Contract
Agreement, or
(ii) not
later than 5:00 p.m., New York City time, on April 28, 2008, you opt-out of the
remarketing and cash settle the related purchase contracts under Section
5.04(b)(iv) of the Purchase Contract Agreement by delivering the required notice
and $25.00 per ESU to the Purchase Contract Agent.
If you take no action and hold
ESUs qualifying as
Normal Units, the Senior Notes constituting a component of your ESUs will be
automatically remarketed.
Holders
of Separately Held Senior Notes
If you
hold a Senior Note that is not a part of an ESU (“Separate Notes”), your
Separate Notes will not be remarketed unless, not later than 5:00 p.m., New York
City time, on April 28, 2008, you elect to include your Separate Notes in the
remarketing under Section 4.05(e) of the Pledge Agreement (as defined in the
Purchase Contract Agreement). Any such election will be irrevocable
after 5:00 p.m., New York City time, on April 28, 2008.
If
you hold Separate Notes, you need to take the above actions to include your
Separate Notes in the remarketing. If you take no action, your
Separate Notes will not be remarketed.
_________
If you
are a beneficial owner of ESUs or Separate Notes that are held of record in the
name of your broker, you will need to cause your broker to take the actions
described above on your behalf via the Deposit/Withdrawal at Custodian system,
or DWAC system, of The Depositary Trust Company.
_________
The
information regarding the ESUs and the Senior Notes and the events described
herein is qualified in its entirety by Lazard Ltd’s Prospectus dated May 4, 2005
pursuant to which the ESUs were issued, by the Purchase Contract Agreement and
by the Pledge Agreement and Indenture (and supplemental indentures thereto)
referred to in the Purchase Contract Agreement. The Senior Notes to
be remarketed may be sold through the delivery of a prospectus (the “Remarketing
Prospectus”), which, if applicable, will be filed with the Securities and
Exchange Commission (the “SEC”). A copy of the Remarketing
Prospectus, if any, may be obtained, after it is filed with the SEC, at no
charge from Lazard Ltd by contacting Investor Relations at (212) 632-1905, or
from the SEC’s web site at www.sec.gov.
This
notice shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the Senior Notes in the remarketing in any
state or other jurisdiction in which such an offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state or other jurisdiction.
_________
For
additional information regarding the ESUs, the Senior Notes and the remarketing,
you may contact:
Lazard
Investor Relations at (212) 632-1905.
_________
April 22,
2008