Attached files
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
Date of Report (Date of earliest event
reported): March 16,
2010
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):
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
1.01 Entry into a Material Definitive
Agreement.
Underwriting
Agreement and Pricing Agreement
Pursuant to a Prospectus Supplement
dated March 16, 2010, to the Prospectus dated March 16, 2010 (together, the
“Prospectus”), certain selling shareholders (the “Selling Shareholders”) of
Lazard Ltd (the “Company”) identified in the Prospectus offered 7,869,311 shares
of Class A common stock, par value $0.01 per share, of the Company (the “Common
Stock”). The Prospectus was filed as part of the Company’s
Registration Statement on Form S-3 (Registration No. 333-165511) filed with the
Securities and Exchange Commission on March 16, 2010.
The sale of the Common Stock was
underwritten by Goldman, Sachs & Co. (“Goldman Sachs”), pursuant to (i) an
Underwriting Agreement, dated as of March 16, 2010 (the “Underwriting
Agreement”), among the Company, the Selling Shareholders and Goldman Sachs and
(ii) a Pricing Agreement, dated as of March 16, 2010 (the “Pricing Agreement”),
among the Company, the Selling Shareholders and Goldman
Sachs. Goldman Sachs agreed to purchase the 7,869,311 shares of
Common Stock in the offering from the Selling Shareholders at a price of $35.90
per share of Common Stock. The offering was approved by resolution of
the Board of Directors of the Company on March 12, 2010.
The preceding is a summary of the terms
of the Underwriting Agreement and the Pricing Agreement, and is qualified in its
entirety by reference to the Underwriting Agreement attached as Exhibit 1.1 and
the Pricing Agreement attached as Exhibit 1.2, which are incorporated herein by
reference as though they were fully set forth herein.
Letter
Agreement with the Wasserstein Family Trusts
The Company, Lazard Group LLC (“Lazard
Group” and, together with the Company, “Lazard”) and the Trustees of the
Cranberry Dune 1998 Long-term Trust (the “Trust”) entered into a letter
agreement, dated as of March 16, 2010 (the “Letter Agreement”), pursuant to
which the Trustees of the Trust agreed (1) immediately upon the completion of
the offering of Common Stock pursuant to the Underwriting Agreement, to
terminate Lazard’s obligation to nominate one person designated by the Trust to
the Board of Directors of the Company (pursuant to the terms of the letter
agreement, dated as of May 20, 2005, by and among the Trustees of the Trust and
Lazard Group) and (2) that Ellis Jones would not stand for reelection at the
Company’s
2010 Annual General Meeting of Shareholders.
The preceding is a summary of the terms
of the Letter Agreement, and is qualified in its entirety by reference to the
Letter Agreement attached as Exhibit 10.1 as though it was fully set forth
herein.
Item
5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)
Departure
of Ellis Jones as Director
Mr. Ellis Jones will cease serving as a
member of the Board of Directors of Lazard on or before the Company’s 2010 Annual
General Meeting of the Shareholders.
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits. The
following exhibits are filed as part of this Current Report on Form
8-K:
|
Exhibit
Number
|
Description
of Exhibit
|
|
|
1.1
|
Underwriting
Agreement, dated as of March 16, 2010, among Lazard Ltd, the Selling
Shareholders listed thereto and
Goldman, Sachs & Co.
|
|
|
1.2
|
Pricing
Agreement, dated as of March 16, 2010, among Lazard Ltd, the Selling
Shareholders listed thereto and Goldman, Sachs & Co.
|
|
|
10.1
|
Letter
Agreement, dated as of March 16, 2010, among Lazard Ltd, Lazard Group LLC
and the Cranberry Dune 1998 Long-term Trust
|
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 hereunto duly
authorized.
|
LAZARD LTD
(Registrant)
|
|||
|
|
By:
|
/s/ Scott D. Hoffman | |
| Name: Scott D. Hoffman | |||
| Title: Managing Director and General Counsel | |||
Dated: March 22, 2010
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
of Exhibit
|
|
|
1.1
|
Underwriting
Agreement, dated as of March 16, 2010, among Lazard Ltd, the Selling
Shareholders listed thereto and Goldman, Sachs
& Co.
|
|
|
1.2
|
Pricing
Agreement, dated as of March 16, 2010, among Lazard Ltd, the Selling
Shareholders listed thereto and Goldman, Sachs & Co.
|
|
|
10.1
|
Letter
Agreement, dated as of March 16, 2010, among Lazard Ltd, Lazard Group LLC
and the Cranberry Dune 1998 Long-term Trust
|