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) September 25, 2008
Lazard
Ltd
(Exact
name of registrant as specified in its charter)
(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)
|
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
Item
2.01 Completion
of Acquisition or Disposition of Assets
On
September 25, 2008, pursuant to a definitive merger agreement dated August 14,
2008 (the “Merger Agreement”), Lazard Ltd, Lazard Asset Management LLC (“LAM”)
and Laz Sub I, LLC, a subsidiary of Lazard Frères & Co. LLC (“LFNY”),
completed the merger of Laz Sub I, LLC with and into LAM (the “Merger”) with LAM
as the surviving entity. Prior to the closing of the Merger, certain
common equity interests of LAM were held by LFNY and certain other equity
interests of LAM were held by current and former employees of
LAM. Following the closing of the Merger, all equity interests of LAM
are owned directly or indirectly by LFNY. Each of LAM and LFNY are
subsidiaries of Lazard Group LLC.
The
aggregate consideration to be paid as part of the Merger with respect to the
equity interests of LAM (and certain phantom rights issued as incentive
compensation) that were held by current and former employees of LAM and its
subsidiaries (the consideration to be so paid, the “Transaction Consideration”)
consists of (i) a cash payment paid on the closing of the Merger of
approximately $60 million (subject to a delay until January 2, 2009 with respect
to certain phantom rights), (ii) a cash payment on October 31, 2011 of
approximately $90 million and (iii) a stock payment on October 31, 2011 of
2,201,266 shares of Lazard Ltd Class A common stock (“Lazard Stock”) (plus
additional shares of Lazard Stock in an amount determined by reference to the
cash dividends paid on Lazard Stock after the closing and prior to October 31,
2011, if any), subject, in the case of clause (ii) and (iii), and with respect
to certain current employees of LAM and its subsidiaries, to a delay in payment
until the eighth anniversary of the closing of the Merger (or in certain
circumstances to the sixth and one-half anniversary of the employment
termination date) if the applicable employee is no longer employed by Lazard Ltd
and its affiliates on October 31, 2011 (other than as a result of death,
disability, termination without “cause” or resignation with “good
reason”).
The
Merger Agreement also generally provides that (i) if there is a change in
control of Lazard Ltd or a sale of LAM, any and all unpaid Transaction
Consideration will be payable as of the date of such change in control and (ii)
in the event of the death of a holder of LAM equity after the closing of the
Merger and prior to October 31, 2011, any and all Transaction Consideration
payable to such holder will be payable as of the earlier of October 31, 2011 and
the 30th day following such death.
The above
summary of the Merger and the Merger Agreement is qualified in its entirety by
reference to the complete terms and provisions of the Merger Agreement, which is
filed as an exhibit to Lazard Ltd’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 15, 2008.
Item
3.02 Unregistered
Sales of Equity Securities
As
described in Item 2.01 and incorporated herein by reference, shares of Lazard
Stock will be issued and paid as part of the Transaction Consideration to
certain current and former employees of LAM and its subsidiaries. The
issuance and payment of such shares of Lazard Stock is exempt from registration
under Section 4(2) of the Securities Act of 1933, as amended (or Regulation
promulgated thereunder), as a transaction by an issuer not involving a public
offering.