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April 15, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (212) 403-2000.
Scott D. Hoffman
General Counsel and V.P.
Lazard Ltd.
30 Rockefeller Plaza
New York, NY 10020
Re: Lazard Ltd.
Form S-1 amended April 11, 2005
File No. 333-121407
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 this Filing
1. We note your response to prior comment 5. Please advise the
staff
how you determined that the offer to the historical partners did
not
require integration. In addition, if any historical partner will
continue to participate in this transaction, other that Mr.
Wasserstein, please detail their involvement in the operations of
Lazard following the transactions.
Unaudited Pro Forma Condensed Consolidated Statement of Income -
page
74
2. As previously requested in comment 6 in our letter dated April
6,
2005, please revise your Unaudited Pro Forma Condensed
Consolidated
Statement of Income to disclose earnings per share in the column
labeled "Total", which presents adjusted historical results of
operations prior to the pro forma adjustments for the additional
financing transactions and for this offering.
Unaudited Pro Forma Condensed Consolidated Statement of Financial
Condition - page 77
3. Please revise to separately present the gross adjustment for
each
pro forma adjustment included within Note (f). Alternatively,
revise
Note (f) to include a tabular presentation separately disclosing
each
gross pro forma adjustment.
Notes to Unaudited Pro Forma Statement of Financial Condition -
page
78
4. Please revise Note (g) to describe how the pro forma adjustment
for the quarterly contract adjustment payments is calculated.
Executive Compensation-page 140
5. As previously requested, please include compensation
information
for 2003. The information was required, although not provided, in
the initial filing of the registration statement in December 2004
and
so is still required. See the Instruction to Item 402(b).
Description of the Equity Security Units - page 180
6. We are in the process of evaluating your supplemental response
to
our prior comment 12 with respect to your proposed accounting
treatment of the equity security units. We will have further
comments.
Exhibit 5.2 - Opinion of Conyers Dill
7. Please remove assumption (d). We note the revised disclosure
that
Conyers Dill is relying upon the officer`s certificate and
therefore
the assumption is not appropriate.
* * *
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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