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April 6, 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 March 21, 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.
Our Core Values
1. Please revise Our Core Values, if retained, to present more
balanced information about the company.
Summary - page 1
2. The Summary should provide balanced information. Please note,
for
example, that your income and equity has declined in each of the
last
four years.
3. We note your disclosure regarding the dilution that
shareholders
will experience if they purchase shares in the offering. Please
revise your discussion of the transactions and the exchange of
membership interests to more fully describe the dilution that
shareholders will experience and to clearly describe the fact that
virtually all the capital held by Lazard and the capital raised by
the transactions will be paid out as part of the reorganization of
Lazard Ltd.
Risk Factors - page 25
There are provisions in our by-laws that may require... - page 49
4. Revise the heading to this risk factor to clarify that it is
non-
U.S. shareholders who might be subject to the mandatory repurchase
provisions.
The Recapitalization of LAZ-MD Holdings, page 55
5. Please explain the exemption you are relying on for the shares
to
be issued for working partners who hold historical partner
interests.
Supplementally, please tell us the number of potential
stockholders
of the interim corporation.
Unaudited Pro Forma Condensed Consolidated Statement of Income -
page
72
6. We note your supplemental response to our prior comment 9. To
demonstrate to investors that earnings per share would be
unchanged
assuming the issuance of additional shares following the exchange,
please revise to disclose earnings per share prior to the pro
forma
adjustments for the additional financing transactions and this
offering.
Notes to Unaudited Pro Forma Condensed Consolidated Statement of
Income - pages 72 - 74
7. We note your revised disclosure on page 86 in response to our
prior comment 12. Please revise your note (c) to separately
quantify
your estimate of the impact of the new managing directors`
retention
agreements and the expiration of contractual agreements requiring
payment to managing directors for services performed and founders
of
LAM. Disclose the expected timing of effectiveness of the new
retention agreements.
8. We note your supplemental response to our prior comment 9.
Please
revise your note (h) to disclose that the membership interests in
LAZ-MD Holdings are exchangeable on a one-for-one basis into
shares
of Lazard Ltd and how the amount reported as pro forma adjustment
(h)
is calculated.
Executive Compensation, page 135
9. Please include in your next amendment compensation information
for
2003 and 2004.
LAZ-MD Holdings Exhangeable Interests, page 137
10. Since the Lazard Ltd. common stock to be issued for
exchangeable
units may be issued within a year of the offering, please provide
us
your analysis of why it does not need to be registered with the
current offering.
11. Since the subsidiaries of Lazard Ltd may accelerate the
exchange
schedule, please provide the same analysis for the affected stock.
Description of the Equity Securities - Accounting Treatment - page
177
12. Please supplementally explain how you determined the
appropriate
accounting treatment for your equity security units, particularly
the
purchase contacts. Cite the authoritative literature upon which
you
relied in making this determination. In addition, please explain
how
you determined the estimated fair value of the purchase contracts
to
be $0.
Material Federal Income Tax Consequences, page 180
13. As previously requested, please revise to reflect the opinions
on
the material tax consequences of the Wachtell opinion requested
below.
Note 6 - Formation of LAM - page F-19
14. We note your supplemental response to our prior comment 21.
As
you do not believe the LAM equity interests granted to employees
are
junior stock it is unclear as to why you are applying the guidance
of
FIN 38 and not recording compensation expense until the
fundamental
transaction is probable. Please supplementally tell us how you
determined it was appropriate to apply the guidance of FIN 38 and
how
you considered paragraphs 2 through 4 of FIN 28. Tell us the
amount
of compensation expense you would have recorded had you recognized
during each period presented had you applied the guidance of FIN
28.
In addition, tell us how you would determine the imputed value of
LAM
if a fundamental transaction occurred.
Exhibits
Exhibit 5.1 - Legal Opinion of Conyers Dill and Pearman
15. We note your response to prior comment 26. Please remove the
parenthetical after non-assessable. Also, please delete
assumption
(d).
Exhibit 8.1
16. As previously requested, please provide an opinion that sets
forth the federal tax consequences of the transaction, not
statements
of federal income tax law.
* * *
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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