form8k.htm
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) August 14, 2008
Lazard
Ltd
(Exact
name of registrant as specified in its charter)
(State or
other jurisdiction of incorporation)
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001-32492
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98-0437848
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Clarendon
House, 2 Church Street, Hamilton, Bermuda
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HM
11
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
1.01 Entry into a
Material Definitive Agreement.
On August 14, 2008, Lazard Ltd, Lazard
Asset Management LLC (“LAM”) and Laz Sub I, LLC, a newly formed subsidiary of
Lazard Frères & Co. LLC (“LFNY”), entered into a definitive merger
agreement (the “Merger Agreement”), providing for, among other things, the
merger of Laz Sub I, LLC with and into LAM (the “Merger”) with LAM as the
surviving entity. Currently, certain common equity interests of LAM
are held by LFNY and certain other equity interests of LAM are held by current
and former employees of LAM. Following the Merger, all equity
interests of LAM will be 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 are held by current and
former employees of LAM and its subsidiaries (the consideration to be so paid,
the “Transaction Consideration”) is expected to consist of (i) a cash payment
upon 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 amounts and timing of payment of the
Transaction Consideration described above are subject to change in the event
that one or more holders of equity interests of LAM exercise appraisal rights as
provided by the Merger Agreement.
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 a holder of LAM equity
interests dies 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 equity interests of LAM currently
held by current and former employees of LAM (including the phantom rights
referred to above) entitle the applicable holders to payments equaling
approximately 23% of the net proceeds or imputed valuation of LAM in connection
with certain specified fundamental transactions concerning LAM or Lazard,
including a sale of LAM or Lazard and certain non-ordinary course asset
sales. For more information relating to the rights and entitlements
of the equity interests of LAM currently held by current and former employees of
LAM, please see the First Amended and Restated Limited Liability Company
Agreement of LAM dated as of January 10, 2003, filed as Exhibit 10.10 to Lazard
Ltd’s Registration Statement on Form S-1/A filed with the Securities and
Exchange Commission on February 11, 2005.
The
above summary of 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 this Current Report on Form 8-K.
Item
8.01. Other
Events.
Attached as Exhibit 99.1 is a copy of
Lazard Ltd’s press release dated August 14, 2008 announcing the entry into the
Merger Agreement.
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Current Report on
Form 8-K:
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Exhibit
Number
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Description
of Exhibit
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2.1
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Agreement
and Plan of Merger dated as of August 14, 2008, by and among Lazard Ltd,
Laz Sub I, LLC, Lazard Asset Management LLC and Lazard Asset Management
Limited
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99.1
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Press
Release of Lazard Ltd issued on August 14,
2008
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SIGNATURES
Pursuant to the requirements of the
Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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LAZARD LTD,
(Registrant)
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By:
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/s/
Michael J. Castellano
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Michael
J. Castellano
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Title:
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Chief
Financial Officer
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Dated: August
14, 2008