UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) May 4, 2005
Lazard Ltd
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
(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)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On May 4, 2005, Lazard Ltd announced the pricing of its initial public offering of shares of its Class A common stock, par value $.01 per share, at $25.00 per share. Lazard Ltd also announced the pricing of its offering of 6.625% equity security units. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release, dated May 4, 2005. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 5, 2005
| LAZARD LTD | ||
| By: |
/s/ Scott D. Hoffman | |
| Name: Scott D. Hoffman | ||
| Title: Vice President and Secretary | ||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | Press release, dated May 4, 2005. | |
Exhibit 99.1
Media Contact:
Rich Silverman
212 632-6285
richard.silverman@lazard.com
LAZARD LTD ANNOUNCES INITIAL PUBLIC OFFERING
May 4, 2005 — Lazard Ltd announced today that its initial public offering of 34,183,162 shares of common stock has been priced at $25.00 per share. The shares will begin trading tomorrow on the New York Stock Exchange under the trading symbol “LAZ.”
Lazard Ltd also announced that its offering of 11,500,000 equity security units has been priced at $25 per unit. The units will begin trading tomorrow on the New York Stock Exchange under the trading symbol “LDZ.”
“Lazard is the leading global independent advisor and a premier global asset manager,” said Bruce Wasserstein, Chairman and Chief Executive Officer. “For more than 150 years, Lazard has served its clients under changing economic conditions, and we look forward to this exciting new era. We made the decision to become a public company after careful deliberation and with the best interests of our clients, our people and our investors in mind.”
Lazard has principal offices in Paris, London, Milan and New York, and operates from 27 cities across 15 countries in North America, Europe, Asia and Australia.
A copy of the prospectus related to each offering may be obtained from Goldman Sachs, 85 Broad Street, New York, N.Y., 10004.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “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”, the negative of these terms and other comparable terminology. These statements are not historical facts but instead represent only the company’s belief regarding future results, many of which, by their nature, are inherently uncertain and outside of the company’s control. It is possible that actual results may differ, possibly materially, from those anticipated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect future results, see the discussion in our Registration Statement on Form S-1 (Commission file number 333-121407) under the caption “Risk Factors” and in our Registration Statement on Form S-1 (Commission file number 333-123463) under the caption “Risk Factors.”
# # #
Because one of the primary purposes of this offering, the additional financing transactions and the proposed restructuring of Lazard’s operations is to facilitate the redemption of the interests of the historical partners, the representatives of the historical partners on the Lazard LLC board do not intend to and will not take any action with respect to these matters. Accordingly, we expect to obtain Lazard LLC board approval of these matters on the closing date of this offering after representatives of the historical partners on the Lazard LLC board have resigned from the board. The completion of this offering will not occur unless the then Lazard LLC board approval is obtained.
# # #