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April 20, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (212) 403-2395.
Scott D. Hoffman
General Counsel and V.P.
Lazard Ltd.
30 Rockefeller Plaza
New York, NY 10020
Re: Lazard Ltd.
Forms S-1 filed April 18, 2005
File Nos. 333-123463
Dear Mr. Hoffman:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General Comments on File No. 333-123463
1. We note your response to prior comment 3. Although we do not
accept your analysis of the issue, we have decided not to pursue
the
Rule 140 issue.
Material Federal Income Tax and Bermuda Tax Consequences - page
234
2. Revise the portion of this tax discussion regarding the tax
treatment of holders of Lazard Ltd. stock to clarify that the
discussion is supported by the opinion of counsel. Please refer
to
earlier staff comments on this matter directed toward the
Registration Statement for Lazard Ltd.`s offer of common stock.
3. In your revised disclosure you state that there is not any
direct
authority as to how the contract adjustment payments should be
treated and so therefore investors should consult their tax
advisor.
From this response it is not clear whether this portion of the tax
discussion is covered by Wachtell`s opinion. Please revise to
clarify whether Wachtell is of the opinion that the payments would
be
taxable as ordinary income. Alternatively, please identify any
other
potential tax consequences and clarify why counsel believes that
ordinary income treatment is likely.
Exhibit 5.1
4. Please provide an opinion for the purchase contracts and the
senior notes. See Item 601 of Regulation S-K.
5. Please delete assumption (e) since it assumes the opinion to be
issued.
6. Please delete the paragraph defining "non-assessable." The
opinion has to address what the term means in Item 601 of
Regulation
S-K.
Exhibit 8.2 - Tax Opinion of Wachtell Lipton
7. We note your reference that Wachtell Lipton`s opinion may not
be
relied upon by any person other than Lazard. Revise this line to
eliminate any implication that purchasers of the notes may not
rely
upon the opinion.
* * *
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We direct your attention to Rules 460 and 461 regarding
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
You may contact Angela Jackson, Staff Accountant, at (202)
942-
2865 or Joyce Sweeney, Senior Accountant, at (202) 942-1939 if you
have questions regarding comments on the financial statements and
related matters. Please contact Christian Windsor, Special
Counsel
at (202) 942-1974 or me at (202) 942-1874 with any other
questions.
Sincerely,
Mark Webb,
Branch Chief
cc: Via Facsimile: (212) 403-2395
Benjamin Fackler, Esq
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Lazard LTD
Scott Hoffman, General Counsel, V.P.
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