SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
LAZARD LTD
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(Name of Issuer)
CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
G54050102
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(CUSIP Number)
STEVEN J. GOLUB
LAZ-MD HOLDINGS LLC
30 ROCKEFELLER PLAZA
NEW YORK, NEW YORK 10020
(212) 632-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
ADAM D. CHINN
GAVIN D. SOLOTAR
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
DECEMBER 6, 2006
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
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CUSIP No. G54050102 SCHEDULE 13D (PAGE 2)
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
LAZ-MD Holdings LLC
I.R.S. Identification No. 20-2146423
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2 CHECK (a)[ ]
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (b)[X]
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SEC USE ONLY
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4 SOURCE OF FUNDS: OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
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NUMBER OF 7 SOLE VOTING POWER: 56,098,448 (see Items 1 and 5)
SHARES 8 SHARED VOTING POWER: 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER: 56,098,448 (see Items 1 and 5)
EACH 10 SHARED DISPOSITIVE POWER: 0
REPORTING
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 56,098,448 (see
Items 1 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 52.6%
(see Items 1 and 5)
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14 TYPE OF REPORTING PERSON: HC
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This Schedule 13D is being filed on behalf of LAZ-MD Holdings LLC,
a Delaware limited liability company ("LAZ-MD HOLDINGS"). The Statement on
Schedule 13D originally filed with the Securities and Exchange Commission by
LAZ-MD Holdings on May 20, 2005 is hereby amended and supplemented as set forth
below (as amended by this Amendment No. 1, the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Class A common stock, par value
$0.01 per share (the "CLASS A COMMON STOCK"), of Lazard Ltd, a Bermuda exempted
company (the "COMPANY"). The address of the principal executive offices of the
Company is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. LAZ-MD
Holdings disclaims beneficial ownership of all of the shares of Class A Common
Stock reported herein, as explained below.
In connection with the initial public offering of the Class A Common
Stock by the Company (the "IPO") on May 10, 2005, LAZ-MD Holdings was issued a
Common Interest (a "LAZARD GROUP COMMON INTERESt") in Lazard Group LLC, a
Delaware company and an indirect, controlled affiliate of the Company that holds
the financial advisory and asset management businesses of the Company (formerly
known as Lazard LLC) ("LAZARD GROUP"). The Lazard Group Common Interest issued
to LAZ-MD Holdings at the time of the IPO consisted of 62,500,000 units.
Pursuant to the Master Separation Agreement (the "MASTER SEPARATION
AGREEMENT"), dated as of May 10, 2005, by and among the Company, Lazard Group,
LAZ-MD Holdings and LFCM Holdings LLC, the Lazard Group Common Interest issued
to LAZ-MD Holdings is exchangeable with the Company (or its subsidiaries) for
shares of Class A Common Stock, on the basis of one unit of such Lazard Group
Common Interest for each share of Class A Common Stock (subject to customary
anti-dilution adjustments). Accordingly, the Lazard Group Common Interest issued
to LAZ-MD Holdings on May 10, 2005 was exchangeable for 62,500,000 shares of
Class A Common Stock.
The Lazard Group Common Interest issued to LAZ-MD Holdings is
associated with the outstanding Class II Interests in LAZ-MD Holdings (the
"LAZ-MD CLASS II INTERESTS"). The LAZ-MD Class II Interests were issued to the
current and former managing directors of Lazard Group LLC and its subsidiaries
in exchange for their interests in Lazard Group in connection with the IPO.
Pursuant to the Master Separation Agreement, the LAZ-MD Class II Interests are
effectively exchangeable for shares of Class A Common Stock. In the event of an
exchange of a LAZ-MD Class II Interest, LAZ-MD Holdings will generally redeem
such LAZ-MD Class II Interest in exchange for an equivalent number of units of
the Lazard Group Common Interest issued to LAZ-MD Holdings, which Lazard Group
Common Interest units will in turn be automatically exchanged with the Company
(or its subsidiaries) for shares of Class A Common Stock. As each unit of the
Lazard Group Common Interest issued to LAZ-MD Holdings is associated with each
unit of outstanding LAZ-MD Class II Interests held by members of LAZ-MD Holdings
under the terms of the Master Separation Agreement, LAZ-MD Holdings disclaims
beneficial ownership of all of the shares of Class A Common Stock into which the
Lazard Group Common Interest is exchangeable.
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On December 6, 2006 certain current and former managing directors
(the "SELLING SHAREHOLDERS") of Lazard Group, including the persons listed on
Schedule I, closed on a secondary offering (the "SECONDARY OFFERING") of
6,000,000 shares of the Company's Class A common stock (the "CLASS A COMMON
STOCK"). In connection with the Secondary Offering the following occurred:
(1) LAZ-MD Holdings (or its affiliates) redeemed an aggregate of
6,000,000 LAZ-MD Class II Interests held by the Selling Shareholders for an
equivalent number of Lazard Group Common Interests;
(2) such Lazard Group Common Interests were in turn exchanged with
the Company (or its subsidiaries) for an aggregate of 6,000,000 shares of Class
A Common Stock; and
(3) the Selling Shareholders, including the persons listed on
SCHEDULE I (in the amounts set forth on SCHEDULE I), sold an aggregate of
6,000,000 shares of Class A Common Stock in an underwritten offering for $45.42
per share.
The Lazard Group Common Interests held by LAZ-MD Holdings after the
Secondary Offering consist of 56,098,448 units as of the date hereof, and
pursuant to the Master Separation Agreement, the Lazard Group Common Interests
issued to LAZ-MD Holdings are exchangeable for 56,098,448 shares of Class A
Common Stock as of the date hereof.
The foregoing discussion is qualified in its entirety by reference
to the Master Separation Agreement, which was filed as an exhibit to this
Schedule 13D on May 20, 2005 and is incorporated by reference in its entirety to
this Item 1.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in "Item 1--Security and Issuer," in connection with
the Secondary Offering and in accordance with the Master Separation Agreement,
the Selling Shareholders exchanged an aggregate amount of 6,000,000 LAZ-MD Class
II Interests for an aggregate amount of 6,000,000 Lazard Group Common Interests
which were in turn exchanged for an aggregate amount of 6,000,000 shares of
Class A Common Stock. The Selling Shareholders sold 6,000,000 shares of Class A
Common Stock in an underwritten offering on December 6, 2006. LAZ-MD Holdings
did not receive any proceeds from such sale by the Selling Shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See "Item 1--Security and Issuer." As noted in "Item
1--Security and Issuer," LAZ-MD Holdings disclaims beneficial
ownership of the shares of Class A Common Stock into which the
Lazard Group Common Interest is exchangeable. See Schedule I
for information with respect to the directors of LAZ-MD
Holdings.
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(b) Rows (7) through (10) of the cover pages to this Schedule 13D
set forth (i) the number of shares of Class A Common Stock as
to which there is sole power to vote or direct the vote or to
dispose or direct the disposition and (ii) the number of
shares of Class A Common Stock as to which there is shared
power to vote or direct the vote or to dispose or direct the
disposition. See Schedule I for information with respect to
the directors of LAZ-MD Holdings.
(c) There were no transactions in the Class A Common Stock by
LAZ-MD Holdings during the last sixty days, other than the
disposition of Lazard Group Common Interests on December 6,
2006 in connection with the Secondary Offering as described
above. For a description of this transaction and the
securities involved, see "Item 1--Security and Issuer" and
"Item 3--Source and Amount of Funds or Other Consideration."
Other than the transactions by the directors of LAZ-MD
Holdings on December 6, 2006 in connection with the Secondary
Offering described in "Item 1--Security and Issuer" and as
detailed on SCHEDULE I hereto , to the knowledge of LAZ-MD
Holdings, no transactions in the shares of Class A Common
Stock were effected by any of the persons listed on Schedule I
hereto during the 60 days prior to and including December 6,
2006.
(d) See "Item 1--Security and Issuer."
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On December 6, 2006, upon the closing of the Secondary
Offering, pursuant to the transactions described in "Item 1--Security and
Issuer," the voting power associated with the Class B common stock, par value
$.01 per share, of the Company was reduced from 62.3% to 52.6%.
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SIGNATURES
After reasonable inquiry and to the best of the Company's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated: December 15, 2006
LAZ-MD HOLDINGS LLC
By: /s/ Laurence S. Grafstein
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Name: Laurence S. Grafstein
Title: Director
Schedule I
The name of each director of LAZ-MD Holdings is set forth below. The
business address of each person listed below is c/o Lazard Ltd, 30 Rockefeller
Plaza, New York, NY 10020. Each person listed below is a citizen of the United
States of America. The present principal occupation or employment of each of the
persons listed below is Managing Director of Lazard Freres & Co. LLC. Steven J.
Golub is also Vice Chairman and Chairman of the Financial Advisory Group of
Lazard Ltd and Vice Chairman of Lazard Group. Charles G. Ward, III is also
President of Lazard Ltd and Chairman of the Asset Management Group of Lazard Ltd
and President of Lazard Group. The principal business of Lazard Freres & Co. LLC
is to provide financial advisory and asset management services to its clients,
and the address of Lazard Freres & Co. LLC is 30 Rockefeller Plaza, New York, NY
10020. By their terms the LAZ-MD Class II Interests become effectively
exchangeable on May 10, 2013, however, on each of May 10, 2008, May 10, 2009 and
May 10, 2010, holders of LAZ-MD Class II Interests that satisfy certain minimum
service requirements and other conditions will be entitled to exchange a third
of their respective LAZ-MD Class II Interests. Holders of LAZ-MD Class II
Interests, upon the approval of the board of directors of the Company, will, in
certain limited circumstances, also have the ability to accelerate the
exchangeability of these LAZ-MD Class II Interests. To our knowledge the listed
persons do not own any Class A Common Stock. For more information with respect
to the timing of exchange, see "Item 6--Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer--Master Separation
Agreement--Timing of Exchange" in our initial Schedule 13D filed with the
Securities and Exchange Commission by LAZ-MD Holdings on May 20, 2005. Each
person listed below holds sole dispositive and voting power over each Class II
Interest beneficially owned by such person, and disclaims beneficial ownership
of any shares of Class A Common Stock.
Name(a) LAZ-MD CLASS II CLASS A COMMON LAZ-MD CLASS II
INTERESTS PRIOR STOCK SOLD IN INTERESTS AFTER
TO THE SECONDARY IN THE SECONDARY THE SECONDARY
OFFERING OFFERING OFFERING
Kenneth M. Jacobs 1,979,337 287,352 1,691,985
Frank A. Savage, Jr. 938,916 136,308 802,608
Laurence S. Grafstein 629,328 91,362 537,966
Steven J. Golub 1,725,576 250,512 1,475,064
Charles G. Ward III 1,522,567 221,040 1,301,527
(a) Includes interests held by such person and the family trusts or grantor
retained annuity trusts (and similar entities) created by them. Such person is
trustee of each such trust,except that the trustee of Mr. Grafstein's trust,
which holds 15% of his Class II Interests listed, is his spouse. The ownership
does not reflect any restricted stock units issued to such person, all of which
are not currently vested.