Prospectus
Class A
Common Stock
Debt
Securities
Preference
Shares
Warrants
Stock
Purchase Contracts
Stock
Purchase Units
The securities
covered by this prospectus may be sold from time to time by Lazard
Ltd. In addition, selling security holders to be named in a
prospectus supplement may offer and sell from time to time securities in such
amounts as set forth in such prospectus supplement. We may, and any
selling security holder may, offer the securities independently or together in
any combination for sale directly to purchasers or through underwriters, dealers
or agents to be designated at a future date. Unless otherwise set
forth in a prospectus supplement, we will not receive any proceeds from the sale
of securities by any selling security holders.
When we offer
securities, we will provide you with a prospectus supplement describing the
specific terms of the specific issue of securities, including the offering price
of the securities. You should carefully read this prospectus and the
prospectus supplement relating to the specific issue of securities, together
with the documents we incorporate by reference, before you decide to invest in
any of these securities.
THIS PROSPECTUS
MAY NOT BE USED TO OFFER OR SELL ANY SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
Our
Class A common stock is traded on the New York Stock Exchange under the
symbol "LAZ."
Investing
in our securities involves risks. See "Risk Factors" on page
4 of this
prospectus. You should carefully review the risks and uncertainties
described under the heading "Risk Factors" contained in the applicable
prospectus supplement and any related free writing prospectus, and under similar
headings in the other documents that are incorporated by reference into this
prospectus.
Neither
the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
date of this prospectus is March 16, 2010.
No person is authorized to give any information or to represent anything not
contained in this prospectus. You must not rely on any unauthorized
information or representations. This prospectus is an offer to sell
only the securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained
in this prospectus is current only as of its date.
This prospectus
is part of a registration statement that we filed with the United States
Securities and Exchange Commission, which we refer to in this prospectus as the
"SEC," using the "shelf" registration process. Under this shelf registration
process, we, or certain of our security holders, may sell the securities
described in this prospectus in one or more offerings.
This prospectus
provides you with a general description of the securities we or a selling
security holder may offer. Each time we, or, under certain
circumstances, our security holders, sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering and the means of distribution. The prospectus
supplement may include other special considerations applicable to such offering
of securities. The prospectus supplement may also add to, update or
change information contained in this prospectus. If there is any
inconsistency between the information in this prospectus and any prospectus
supplement, you should rely on the information in the prospectus
supplement. You should carefully read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information."
The prospectus
supplement will describe: the terms of the securities offered, any initial
public offering price, the price paid to us for the securities, the net proceeds
to us, the manner of distribution and any underwriting compensation and the
other specific material terms related to the offering of these
securities. For more detail on the terms of the securities, you
should read the exhibits filed with or incorporated by reference in our
registration statement of which this prospectus forms a
part.
In this
prospectus, unless the context otherwise requires, the
terms:
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"Lazard,"
"we," "our," "us" and the "Company" refer to Lazard Ltd, a Bermuda
exempted company whose shares of common stock are publicly traded on the
New York Stock Exchange under the symbol "LAZ," and its subsidiaries,
including Lazard Group.
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"Lazard
Group," refers to Lazard Group LLC, a Delaware limited liability company
that is the holding company for the subsidiaries that conduct Lazard’s
business (which includes all of the businesses, subsidiaries, assets and
liabilities of Lazard Ltd and Lazard Group, which we refer to in this
prospectus as "our business").
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References to
"securities" includes any security that we might sell under this prospectus or
any prospectus supplement.
We prepare our
financial statements in U.S. dollars and in conformity with U.S.
generally accepted accounting principles, or "U.S. GAAP", including all of the
financial statements incorporated by reference or included in this
prospectus. Our fiscal year ends on December 31. In
this prospectus, except where otherwise indicated, references to "$" or
"dollars" are to the lawful currency of the United
States.
The results of
operations for the period prior to May 10, 2005, the date of our initial equity
public offering, do not reflect what our results of operations would have been
had we been a stand-alone, public company. In addition, the results of
operations for the period prior to May 10, 2005 are not comparable to results of
operations for subsequent periods.
The Lazard logo
and the other trademarks, trade names and service marks of Lazard mentioned in
this prospectus, including Lazard®, are the
property of, and are used with the permission of, our
subsidiaries.
This prospectus
contains summaries of certain provisions contained in some of the documents
described herein. Please refer to the actual documents for complete
information. All of the summaries are qualified in their entirety by the actual
documents. Copies of the documents referred to herein have been
filed, or will be filed or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you may obtain
copies of those documents as described below under "Where You Can Find More
Information."
You should
rely only on the information contained in this prospectus or incorporated by
reference in this prospectus. We have not authorized anyone to
provide you with different information. The distribution of this
prospectus and sale of these securities in certain jurisdictions may be
restricted by law. Persons in possession of this prospectus are
required to inform themselves about and observe any such
restrictions. We are not making an offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus is accurate as of the
date on the front cover of this prospectus only. Our business,
financial condition, results of operations and prospects may have changed since
that date.
We are one of the world's preeminent financial advisory and asset management
firms and have long specialized in crafting solutions to the complex financial
and strategic challenges of our clients. We serve a diverse set of clients
around the world, including corporations, partnerships, institutions,
governments and high-net worth individuals. The first Lazard partnership was
established in 1848. Over time we have extended our activities beyond our roots
in New York, Paris and London. We currently operate from 40 cities in key
business and financial centers across 25 countries throughout Europe, North
America, Asia, Australia, and Central and South America. We focus primarily on
two business segments - Financial Advisory and Asset Management. We believe that
the mix of our activities across business segments, geographic regions,
industries and investment strategies helps to diversify and stabilize our
revenue stream.
Lazard Ltd was
incorporated in Bermuda on October 25, 2004. Lazard Group was
formed in Delaware on March 2, 2000 under the name Lazard LLC and was
renamed Lazard Group LLC on May 10, 2005. Our principal
executive offices are located in the U.S. at 30 Rockefeller Plaza, New York, New
York 10020, with a general telephone number of (212) 632-6000, in France at
121 Boulevard Haussmann, 75382 Paris Cedex 08, with a general telephone number
of 33-1-44-13-01-11 and in the U.K. at 50 Stratton Street, London W1J 8LL, with
a general telephone number of 44-207-187-2000. Lazard Ltd's
registered office in Bermuda is located at Clarendon House, 2 Church Street,
Hamilton HM 11, Bermuda, with a general telephone number of
(441) 295-1422. We maintain a public website at http://www.lazard.com. The information contained in or connected to our
website is not a part of this prospectus, and you should not rely on such
information in making your decision whether to purchase
securities.
Investing in
our securities involves risks. Potential investors are urged to read and
consider the risk factors and other disclosures relating to an investment in
securities issued by Lazard Ltd described in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2009, as updated by annual, quarterly and
other reports and documents we file with the SEC after the date of this
prospectus and that are incorporated by reference herein. Before making an
investment decision, you should carefully consider those risks as well as other
information we include or incorporate by reference in this prospectus and any
prospectus supplement. If any of the events or developments described actually
occurred, our business, financial condition or results of operations would
likely suffer. The risks and uncertainties we have described are not the only
ones facing our company. Additional risks and uncertainties not presently known
to us or that we currently consider immaterial may also affect our business
operations. To the extent a particular offering implicates additional risks, we
will include a discussion of those risks in the applicable prospectus
supplement.
This
prospectus, any accompanying prospectus supplement and the information
incorporated herein and therein by reference include forward-looking statements
within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended, which we
refer to in this prospectus as the "Exchange Act." We have made
statements in the prospectus and in the information incorporated by reference in
this prospectus under the captions "Lazard Ltd," "Risk Factors," "Management’s
Discussion and Analysis of Financial Condition and Results of Operations" and in
other sections of this prospectus, and in the information incorporated by
reference in this prospectus that are forward-looking
statements.
In some cases,
you can identify these statements by forward-looking words such as "may,"
"might," "will," "should," "expect," "plan," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," and the negative of these
terms and other comparable terminology. These forward-looking
statements, which are subject to known and unknown risks, uncertainties and
assumptions about us, may include projections of our future financial
performance based on our growth strategies and anticipated trends in our
business. These statements are only predictions based on our current
expectations and projections about future events. There are important
factors that could cause our actual results, level of activity, performance or
achievements to differ materially from the results, level of activity,
performance or achievements expressed or implied by the forward-looking
statements. In particular, you should consider the numerous risks and
uncertainties outlined in "Risk Factors," including the
following:
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a
continued decline or further deterioration in general economic conditions
or the global financial markets,
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losses
caused by financial or other problems experienced by third
parties,
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losses
due to unidentified or unanticipated
risks,
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a
lack of liquidity, i.e., ready access to funds, for use in our businesses,
and
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competitive
pressure on our businesses and on our ability to retain our
employees.
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These risks and
uncertainties are not exhaustive. Other sections of this prospectus
may include additional factors which could adversely impact our business and
financial performance. Moreover, we operate in a very competitive and
rapidly changing environment. New risks and uncertainties emerge from
time to time, and it is not possible for our management to predict all risks and
uncertainties, nor can we assess the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.
Although we
believe the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, level of activity, performance
or achievements. Moreover, neither we nor any other person assumes
responsibility for the accuracy or completeness of any of these forward-looking
statements. You should not rely upon forward-looking statements as
predictions of future events. We are under no duty to update any of
these forward-looking statements after the date of this prospectus to conform
our prior statements to actual results or revised expectations and we do not
intend to do so.
Forward-looking
statements include, but are not limited to, statements about
the:
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business'
possible or assumed future results of operations and operating cash
flows,
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business'
strategies and investment policies,
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business'
financing plans and the availability of short-term
borrowing,
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business'
competitive position,
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future
acquisitions, including the consideration to be paid and the timing of
consummation,
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potential
growth opportunities available to our
businesses,
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recruitment
and retention of our managing directors and
employees,
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target
levels of compensation expense,
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business'
potential operating performance, achievements, productivity improvements,
efficiency and cost reduction
efforts,
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likelihood
of success and impact of
litigation,
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changes
in interest and tax rates,
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expectations
with respect to the economy, securities markets, the market for mergers,
acquisitions, strategic advisory and restructuring activity, the market
for asset management activity and other industry
trends,
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effects
of competition on our businesses,
and
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impact
of future legislation and regulation on our
businesses.
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Lazard is
committed to providing timely and accurate information to the investing public,
consistent with our legal and regulatory obligations. To that end, we
use websites to convey information about our businesses, including the
anticipated release of quarterly financial results, quarterly financial,
statistical and business-related information, and the posting of updates of
assets under management, or which we refer to in this prospectus as "AUM," in
various mutual funds, hedge funds and other investment products managed by
Lazard Asset Management LLC, or which we refer to in this prospectus as "LAM,"
and its subsidiaries. Monthly updates of these funds are posted to
the LAM website (
http://www.lazardnet.com ) by the third business day following the end of
each month. Investors can link to Lazard Ltd, Lazard Group and their operating
company websites through http://www.lazard.com. The
information contained in or connected to our website is not a part of this
prospectus, and you should not rely on such information in making your decision
whether to purchase securities.
We may register securities covered by this prospectus for re-offers and resales
by any selling security holders to be named in a prospectus
supplement. Because we are a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act, we may add secondary sales of securities by
any selling security holders by filing a prospectus supplement with the
SEC. We may register these securities to permit selling security
holders to resell their securities when they deem appropriate. A
selling security holder may resell all, a portion or none of their securities at
any time and from time to time. We may register those securities for
sale through an underwriter or other plan of distribution as set forth in a
prospectus supplement. See "Plan of Distribution." Selling
security holders may also sell, transfer or otherwise dispose of some or all of
their securities in transactions exempt from the registration requirements of
the Securities Act. We may pay all expenses incurred with respect to
the registration of the securities owned by the selling security holders, other
than underwriting fees, discounts or commissions, which will be borne by the
selling security holders. We will provide you with a prospectus
supplement naming the selling security holders, the amount of securities to be
registered and sold and other terms of the securities being sold by a selling
security holder.
The following
table sets forth our ratio of earnings to fixed charges and the deficiency of
our earnings to cover fixed charges for the periods
indicated.
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Year
Ended
December
31, 2009
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Year
Ended
December
31, 2008
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Year
Ended
December
31, 2007
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Year
Ended
December
31, 2006
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Year
Ended
December
31, 2005
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Ratio
of earnings to fixed charges(a)
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(b) |
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1.16 |
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3.69 |
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3.74 |
x |
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4.62 |
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(a)
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For
purposes of computing the ratio of earnings to fixed charges: earnings for
the years ended December 31, 2009, 2008, 2007, 2006 and 2005 represent
income from continuing operations before income taxes, and, for the period
prior to May 10, 2005, the date of Lazard Ltd's equity public offering,
before distributions for services rendered by managing directors and
employee members of LAM, and before fixed charges, and fixed charges
represent the interest expense from continuing operations and the portion
of rental expense from continuing operations which represents an
appropriate interest factor.
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(b)
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Lazard's
earnings were insufficient to cover its fixed charges by $182 million for
the year ended December 31, 2009.
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Unless
otherwise indicated in a prospectus supplement, we intend to use the net
proceeds from the sale of our securities for general corporate purposes, which
may include additions to working capital, repayment of indebtedness, the
financing of possible acquisitions and investments, stock repurchases or for
such other purposes as may be specified in the applicable prospectus
supplement. Unless otherwise set forth in a prospectus supplement, we
will not receive any proceeds from any sales of our securities by any selling
security holder to be named in a prospectus supplement.
For a
description of the common stock we or selling security holders may offer, see
"Description of Capital Stock," in Lazard Ltd’s final prospectus filed pursuant
to Rule 424(b)(3) of the Securities Act on May 6, 2005 with respect to the
Registration Statement on Form S-1 (File No. 333-121407). See
"Where You Can Find More Information."
The following
description of the terms of the debt securities we may issue sets forth certain
general terms and provisions of any debt securities to which any prospectus
supplement may relate. The particular terms of debt securities
offered by any prospectus supplement and the extent, if any, to which these
general terms and provisions may apply to those debt securities will be
described in the prospectus supplement relating to the applicable debt
securities. The applicable prospectus supplement may also state that
any of the terms set forth in this description are inapplicable to such debt
securities. This description does not purport to be
complete.
General
We may enter
into indenture agreements with respect to any debt securities we may
offer. We may enter into separate indentures, with different
trustees, for our debt securities. We use the term "indentures" to
refer to any such indentures we may enter into, and we use the term "trustees"
to refer to the trustees under such indentures. The material terms of
any indenture governing a series of debt securities will be described in the
applicable prospectus or prospectus supplement. The indentures will
be qualified under the Trust Indenture Act of 1939, as
amended.
If specified in
the prospectus supplement or other offering material, certain of our
subsidiaries may guarantee such debt securities or we may guarantee debt
securities issued by our subsidiaries as described in the prospectus supplement
or other offering material relating to the applicable debt
securities.
Additional
Information
We will
describe in any applicable prospectus supplement the following terms relating to
a series of debt securities:
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any
limit on the amount that may be
issued,
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whether
or not we will issue the series of notes in global form, the terms and who
the depository will be,
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the
annual interest rate, which may be fixed or variable, or the method for
determining the rate and the date interest will begin to accrue, the dates
interest will be payable and the regular record dates for interest payment
dates or the method for determining such
dates,
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whether
or not the notes will be secured or unsecured, and the terms of any
secured debt,
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the
terms of the subordination of any series of subordinated
debt,
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the
place where payments will be
payable,
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our
right, if any, to defer payment of interest and the maximum length of any
such deferral period,
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the
date, if any, after which, and the price at which, we may, at our option,
redeem the series of notes pursuant to any optional redemption
provisions,
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the
date, if any, on which, and the price at which we are obligated, pursuant
to any mandatory sinking fund provisions or otherwise, to redeem, or at
the holder’s option to purchase, the series of
notes,
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whether
the indenture will restrict our ability to pay dividends, or will require
us to maintain any asset ratios or
reserves,
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whether
we will be restricted from incurring any additional
indebtedness,
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a
discussion on any material or special United States Federal income tax
considerations applicable to the
notes,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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the
denominations in which we will issue the series of notes, if other than
denominations of $1,000 and any integral multiple thereof,
and
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any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt
securities.
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The
applicable prospectus supplement will describe the terms of any debt securities
offered thereby.
Conversion
or Exchange of Debt Securities
Such
prospectus or prospectus supplement will also describe, if applicable, the terms
on which the debt securities may be converted or exchanged into our common
stock, preference shares or other securities or property. These terms will
include whether the conversion or exchange is mandatory, is at our option or is
at the option of the holder. The prospectus supplement will describe how the
number of shares of common stock, preference shares or other securities or
property to be received would be calculated.
The following
description of the terms of the preference shares we may issue sets forth
certain general terms and provisions of any series of preference shares to which
any prospectus supplement may relate. The particular terms of the
preference shares offered by any prospectus supplement and the extent, if any,
to which these general terms and provisions may apply to those series of
preference shares will be described in the prospectus supplement relating to the
applicable preference shares. The applicable prospectus supplement
may also state that any of the terms set forth in this description are
inapplicable to such series of preference shares. This description
does not purport to be complete and is subject to and qualified in its entirety
by reference to applicable Bermuda law and the provisions of our bye-laws
relating to our preference shares.
We may issue
preference shares. Preference shares may be issued independently or
together with any other securities and may be attached to or separate from the
securities.
Pursuant to
Bermuda law and our bye-laws, our board of directors by resolution may establish
one or more class or series of preference shares having such number of shares,
designations, dividend rates, relative voting rights, conversion or exchange
rights, redemption rights, liquidation rights and other relative participation,
optional or other special rights, qualifications, limitations or restrictions as
may be fixed by the board of directors without any shareholder
approval. Such rights, preferences, powers and limitations as may be
established could also have the effect of discouraging an attempt to obtain
control of Lazard Ltd. We currently have 15,000,000 authorized
preference shares, par value $0.01 per share.
The board of
directors, in approving the issuance of a class or series of preference shares
and the applicable prospectus supplement, will set forth with respect to such
class or series, the following:
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the
number of shares in the class or
series,
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the
designations of the class or
series,
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the
dividend rates on the shares of that class or series (including, whether
dividends are cumulative, and if so, from which date(s)) and the relative
rights of priority, if any, of the payment of dividends on shares of that
class or series,
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whether
that class or series has voting rights (in addition to voting rights
provided by law), and if so, the terms of such voting
rights,
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the
conversion or exchange rights of the class or series, if any (including
conversion into common stock), including the terms and conditions of such
conversion or exchange (including provision for adjustment of the
conversion or exchange rate as the board of directors
determines),
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whether
the class or series will have a sinking fund for the redemption or
repurchase of shares of that class or series, and if so, the terms and
amounts of such sinking fund,
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the
right of the shares of that class or series to the benefit of conditions
and restrictions upon the creation of indebtedness of Lazard Ltd or any of
its subsidiaries, upon the issue of any additional shares (including
additional shares of such class or series or any other class or series)
and upon the payment of dividends or the making of other distributions on,
and the purchase, redemption or other acquisition by Lazard Ltd or any of
its subsidiaries of any issued shares of Lazard
Ltd,
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the
liquidation rights and other relative participation,
and
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any
optional or other special rights, qualifications, limitations or
restrictions of that class or
series.
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The terms of
each class or series of preference shares will be described in any prospectus
supplement related to such class or series of preference shares and will contain
a discussion of any material Bermuda or material United States Federal income
tax considerations applicable to the preference shares.
The following
description of the terms of warrants we may issue sets forth certain general
terms and provisions of any warrants to which any prospectus supplement may
relate. The particular terms of warrants offered by any prospectus
supplement and the extent, if any, to which these general terms and provisions
may apply to those warrants will be described in the prospectus supplement
relating to the applicable warrants. The applicable prospectus
supplement may also state that any of the terms set forth in this description
are inapplicable to such warrants. This description does not purport
to be complete.
General
We may issue
warrants, including warrants to purchase shares of our common stock and
preference shares. Warrants may be issued independently or together
with any securities and may be attached to or separate from the
securities. Each series of warrants will be issued under a separate
warrant agreement to be entered into between us and a bank or trust company, as
warrant agent.
Debt
Warrants
The applicable
prospectus supplement will describe the terms of debt warrants offered thereby,
the warrant agreement relating to the debt warrants and the certificates
representing the debt warrants, including the following:
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the
title of the debt warrants,
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the
aggregate number of debt warrants,
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the
price or prices at which the debt warrants will be
issued,
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the
currency or currencies, including composite currencies or currency units,
in which the price of the debt warrants may be
payable,
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the
designation, aggregate principal amount and terms of the debt securities
purchasable upon exercise of the debt warrants, and the procedures and
conditions relating to the exercise of the debt
warrants,
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the
designation and terms of any related debt securities with which the debt
warrants are issued, and the number of the debt warrants issued with each
debt security,
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the
currency or currencies, including composite currencies or currency units,
in which any principal, premium, if any, or interest on the debt
securities purchasable upon exercise of the debt warrants will be
payable,
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the
date, if any, on and after which the debt warrants and the related debt
securities will be separately
transferable,
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the
principal amount of debt securities that may be purchased upon exercise of
each debt warrant, and the price at which and the currency or currencies,
including composite currencies or currency units, in which the principal
amount of debt securities may be purchased upon
exercise,
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the
date on which the right to exercise the debt warrants will commence, and
the date on which the right will
expire,
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the
maximum or minimum number of the debt warrants that may be exercised at
any time,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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if
applicable, a discussion of any material United States Federal income tax
considerations, and
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any
other terms of the debt warrants and terms, procedures and limitations
relating to the exercise of the debt
warrants.
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Certificates
representing debt warrants will be exchangeable for new certificates
representing debt warrants of different denominations, and debt warrants may be
exercised at the corporate trust office of the warrant agent or any other office
indicated in the applicable prospectus supplement. Before the
exercise of their debt warrants, holders of debt warrants will not have any of
the rights of holders of the debt securities issuable upon exercise and will not
be entitled to payment of principal of or any premium or interest on the debt
securities issuable upon exercise.
Other
Warrants
The applicable
prospectus supplement will describe the following terms of any other warrants
that we may issue:
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the
title of the warrants,
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●
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the
securities (which may include preference shares or common stock) for which
the warrants are exercisable,
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●
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the
price or prices at which the warrants will be
issued,
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●
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the
currency or currencies, including composite currencies or currency units,
in which the price of the warrants may be
payable,
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●
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if
applicable, the designation and terms of the preference shares or common
stock with which the warrants are issued, and the number of the warrants
issued with each share of preference shares or common
stock,
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●
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if
applicable, the date on and after which the warrants and the related
preference shares or common stock will be separately
transferable,
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if
applicable, a discussion of any material Bermuda tax
considerations,
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●
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if
applicable, a discussion of any material United States Federal income tax
considerations, and
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●
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any
other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the
warrants.
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Exercise
of Warrants
Each warrant
will entitle the holder to purchase for cash or other consideration the number
of debt securities, preference shares or shares of our common stock at the
exercise price as will in each case be described in, or can be determined from,
the applicable prospectus supplement relating to the offered
warrants. Warrants may be exercised at any time up to the close of
business on the expiration date described in the applicable prospectus
supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Warrants may be
exercised as described in the applicable prospectus supplement. Upon
receipt of payment and the certificate representing the warrant properly
completed and duly executed at the corporate trust office of the warrant agent
or any other offices indicated in the applicable prospectus supplement, we will,
as soon as practicable, forward the securities issuable upon
exercise. If less than all of the warrants represented by the
certificate are exercised, a new certificate will be issued for the remaining
warrants.
UNITS
WE MAY OFFER
The following
description of the terms of stock purchase contracts and stock purchase units we
may issue sets forth certain general terms and provisions of any stock purchase
contracts or stock purchase units to which any prospectus supplement may
relate. The particular terms of stock purchase contracts or stock
purchase units offered by any prospectus supplement and the extent, if any, to
which these general terms and provisions may apply to those stock purchase
contracts or stock purchase units will be described in the prospectus supplement
relating to the applicable stock purchase contracts or stock purchase
units. The applicable prospectus supplement may also state that any
of the terms set forth in this description are inapplicable to such stock
purchase contracts or stock purchase units. This description does not
purport to be complete.
We may issue
stock purchase contracts, including contracts obligating holders to purchase
from or sell to us, and obligating us to sell to or purchase from the holders, a
specified number of shares of our common stock or preference shares at a future
date or dates, which we refer to in this prospectus as "stock purchase
contracts." The price per share of the securities and the number of
shares of the securities may be fixed at the time the stock purchase contracts
are issued or may be determined by reference to a specific formula set forth in
the stock purchase contracts, and may be subject to adjustment under
anti-dilution formulas. The stock purchase contracts may be issued
separately or as part of units consisting of a stock purchase contract and debt
securities or debt obligations of third parties, including U.S. treasury
securities, any other securities described in the applicable prospectus
supplement or any combination of the foregoing, securing the holders'
obligations to purchase the securities under the stock purchase contracts, which
we refer to herein as "stock purchase units." The stock purchase
contracts may require holders to secure their obligations under the stock
purchase contracts in a specified manner. The stock purchase
contracts also may require us to make periodic payments to the holders of the
stock purchase contracts or the stock purchase units, as the case may be, or
vice versa, and those payments may be unsecured or pre-funded on some
basis.
The applicable
prospectus supplement will describe the terms of any stock purchase contracts or
stock purchase units offered thereby and will contain a discussion of any
material Bermuda or material United States Federal income tax considerations
applicable to the stock purchase contracts and stock purchase
units.
We may sell our
securities, and any selling security holder may offer and sell securities
covered by this prospectus, in any one or more of the following ways from time
to time:
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to
or through underwriters;
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●
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through
brokers or dealers;
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●
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through
a block trade in which the broker or dealer engaged to handle the block
trade will attempt to sell the securities as agent, but may position and
resell a portion of the block as principal to facilitate the
transaction;
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●
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directly
by us or any selling security holders to purchasers, including through a
specific bidding, auction or other process;
or
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●
|
through
a combination of any of these methods of
sale.
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We will
describe in a prospectus supplement the particular terms of the offering of the
securities, including the following:
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●
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the
names of any underwriters, dealers or
agents;
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●
|
the
purchase price of the securities and the net proceeds we will receive from
the sale;
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●
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any
underwriting discounts and other items constituting underwriters’
compensation;
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●
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any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers;
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●
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any
securities exchanges on which the securities of the series may be listed;
and
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●
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any
other information we think is
material.
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In addition, we
and any selling security holder may sell any securities covered by this
prospectus in private transactions or under Rule 144 of the Securities Act
rather than pursuant to this prospectus.
We may sell
offered securities directly or through agents designated by us from time to
time. Any agent in the offer or sale of the securities for which this prospectus
is delivered will be named, and any commissions payable by us to that agent will
be set forth, in the prospectus supplement. Unless indicated in the prospectus
supplement, the agents will have agreed to use their reasonable best efforts to
solicit purchases for the period of their appointment.
In connection
with the sale of securities covered by this prospectus, broker-dealers may
receive commissions or other compensation from us in the form of commissions,
discounts or concessions. Broker-dealers may also receive compensation from
purchasers of the securities for whom they act as agents or to whom they sell as
principals or both. Compensation as to a particular broker-dealer may be in
excess of customary commissions or in amounts to be negotiated. In connection
with any underwritten offering, underwriters may receive compensation in the
form of discounts, concessions or commissions from us or from purchasers of the
securities for whom they act as agents. Underwriters may sell the securities to
or through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Any underwriters,
broker-dealers agents or other persons acting on our behalf that participate in
the distribution of the securities may be deemed to be "underwriters" within the
meaning of the Securities Act, and any profit on the sale of the securities by
them and any discounts, commissions or concessions received by any of those
underwriters, broker-dealers agents or other persons may be deemed to be
underwriting discounts and commissions under the Securities
Act.
In connection
with the distribution of the securities covered by this prospectus or otherwise,
we or any selling security holder may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of our securities in the course of hedging the positions they assume with
us or any selling security holder. We or any selling security holder may also
sell securities short and deliver the securities offered by this prospectus to
close out our short positions. We or any selling security holder may also enter
into options or other transactions with broker-dealers or other financial
institutions that require the delivery to such broker-dealer or other financial
institution of securities offered by this prospectus, which securities such
broker-dealer or other financial institution may resell pursuant to this
prospectus, as supplemented or amended to reflect such transaction. We or any
selling security holder may also from time to time pledge our securities
pursuant to the margin provisions of our customer agreements with our brokers.
Upon our default, the broker may offer and sell such pledged securities from
time to time pursuant to this prospectus, as supplemented or amended to reflect
such transaction.
At any time a
particular offer of the securities covered by this prospectus is made, a revised
prospectus or prospectus supplement, if required, will be distributed which will
set forth the aggregate amount of securities covered by this prospectus being
offered and the terms of the offering, including the name or names of any
underwriters, dealers, brokers or agents, any discounts, commissions,
concessions and other items constituting compensation from us and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. Such
prospectus supplement, and, if necessary, a post-effective amendment to the
registration statement of which this prospectus is a part, will be filed with
the SEC to reflect the disclosure of additional information with respect to the
distribution of the securities covered by this prospectus. In order to comply
with the securities laws of certain states, if applicable, the securities sold
under this prospectus may only be sold through registered or licensed
broker-dealers. In addition, in some states the securities may not be sold
unless they have been registered or qualified for sale in the applicable state
or an exemption from registration or qualification requirements is available and
is complied with.
In connection
with an underwritten offering, we and any selling security holder would execute
an underwriting agreement with an underwriter or underwriters. Unless otherwise
indicated in the revised prospectus or applicable prospectus supplement, such
underwriting agreement would provide that the obligations of the underwriter or
underwriters are subject to certain conditions precedent, and that the
underwriter or underwriters with respect to a sale of the covered securities
will be obligated to purchase all of the covered securities, if any such
securities are purchased. We or any selling security holder may grant to the
underwriter or underwriters an option to purchase additional securities at the
public offering price, less any underwriting discount, as may be set forth in
the revised prospectus or applicable prospectus supplement. If we or any selling
security holder grants any such option, the terms of that option will be set
forth in the revised prospectus or applicable prospectus
supplement.
Underwriters,
agents, brokers or dealers may be entitled, pursuant to relevant agreements
entered into with us, to indemnification by us or any selling security holder
against certain civil liabilities, including liabilities under the Securities
Act that may arise from any untrue statement or alleged untrue statement of a
material fact, or any omission or alleged omission to state a material fact in
this prospectus, any supplement or amendment hereto, or in the registration
statement of which this prospectus forms a part, or to contribution with respect
to payments which the underwriters, agents, brokers or dealers may be required
to make.
The validity of
the securities will be passed upon for us by Conyers Dill & Pearman,
Hamilton, Bermuda, with respect to securities governed by Bermuda law, and by
Cravath, Swaine & Moore LLP, New York, New York, with respect to securities
governed by New York law, as applicable, unless otherwise indicated in the
applicable prospectus supplement. If the securities are being distributed in an
underwritten offering, certain legal matters will be passed upon for the
underwriters by counsel identified in the related prospectus
supplement.
The
consolidated financial statements and the related financial statement schedule,
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2009, and the effectiveness of
the Company's internal control over financial reporting have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their reports, which are incorporated herein by reference. Such
consolidated financial statements and financial statement schedule have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
We file annual,
quarterly and current reports, proxy statements and other information with the
SEC. You may read and copy any document the company files at the SEC’s public
reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Lazard Ltd’s SEC filings are also available to the public from
the SEC’s website at http://www.sec.gov.
Copies of these reports and other information can also be inspected at the
offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New
York 10005, U.S.A.
We maintain a
website at
http://www.lazard.com. The information contained in or connected to our
website is not a part of this prospectus, and you should not rely on such
information in making your decision whether to purchase
securities.
We are
"incorporating by reference" into this prospectus specific documents that we
file with the SEC, which means that we can disclose important information to you
by referring you to those documents that are considered part of this prospectus.
Information that we file subsequently with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below, and any future documents that we file with the SEC (excluding any
portions of such documents that are "furnished" but not "filed" for purposes of
the Exchange Act) under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act until the termination of the offerings of all of the securities covered by
this prospectus has been completed. This prospectus is part of a registration
statement filed with the SEC.
We are
"incorporating by reference" into this prospectus the following documents filed
with the SEC (excluding any portions of such documents that have been
"furnished" but not "filed" for purposes of the Exchange
Act):
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Lazard
Ltd's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, filed on March 1, 2010 (File No.
001-32492);
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Lazard
Ltd's Preliminary Proxy Statement on Schedule 14A, filed on March 12, 2010
("Proxy Statement") (File No. 001-32492);
and
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Description
of the Class A common stock and risk factors related to the offering
contained in the final prospectus for Lazard Ltd filed pursuant to Rule
424(b)(3) of the Securities Act on May 6, 2005 with respect to the
Registration Statement on Form S-1 (File
No. 333-121407).
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We will provide
to each person, including any beneficial owner, to whom a prospectus is
delivered, upon written or oral request and without charge, a copy of the
documents referred to above that we have incorporated in this prospectus by
reference. You can request copies of such documents if you call or
write us at the following address or telephone number: Investor Relations,
Lazard Ltd, 30 Rockefeller Plaza, New York, New York 10020,
(212) 632-6000, or you may visit our website at
http://www.lazard.com for copies of any of such
documents.
This
prospectus, any accompanying prospectus supplement or information incorporated
by reference herein or therein, contains summaries of certain agreements that we
have filed as exhibits to various SEC filings, as well as certain agreements
that we will enter into in connection with the offering of securities covered by
any particular accompanying prospectus supplement. The descriptions
of these agreements contained in this prospectus, any accompanying prospectus
supplement or information incorporated by reference herein or therein do not
purport to be complete and are subject to, or qualified in their entirety by
reference to, the definitive agreements. Copies of the definitive
agreements will be made available without charge to you by making a written or
oral request to us.
You should rely
only upon the information contained in this prospectus, any prospectus
supplement or incorporated by reference in this prospectus or in any prospectus
supplement. We have not authorized anyone to provide you with
different information. You should not assume that the information in
this document is accurate as of any date other than that on the front cover of
this prospectus.
Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein, in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein or in any accompanying prospectus supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified and superseded, to
constitute a part of this prospectus.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
The following
table sets forth the estimated costs and expenses, other than underwriting
discounts and commissions, payable by Lazard Ltd (the "Registrant") in
connection with the sale or distribution of the securities registered under this
registration statement. All of the amounts shown are
estimates.
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Amount
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Securities
and Exchange Commission filing fee
|
|
$ |
|
* |
Legal
fees and expenses
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|
|
100,000 |
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Accounting
fees and expenses
|
|
|
15,000 |
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Miscellaneous
(including any applicable listing fees, printing and engraving expenses,
Trustee and Transfer Agent’s fees and expenses)
|
|
|
85,000 |
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Total
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|
$ |
200,000 |
|
*
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Under
Rules 456(b) and 457(r) of the Securities Act of 1933, as amended (the
"Securities Act"), applicable SEC registration fees have been deferred and
will be paid at the time of any particular offering of securities under
this registration statement, and are therefore not estimable at this
time.
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Item 15. Indemnification
of Directors and Officers
The bye-laws of
Lazard Ltd provide for indemnification of Lazard Ltd’s officers and directors
against all liabilities, loss, damage or expense incurred or suffered by such
party as an officer or director of Lazard; provided that such indemnification
shall not extend to any matter which would render it void pursuant to the
Companies Act 1981 of Bermuda (the "Companies Act").
The Companies
Act provides that a Bermuda company may indemnify its directors and officers in
respect of any loss arising or liability attaching to them as a result of any
negligence, default or breach of trust of which they may be guilty in relation
to the company in question. However, the Companies Act also provides
that any provision, whether contained in the company’s bye-laws or in a contract
or arrangement between the company and the director or officer, indemnifying a
director or officer against any liability which would attach to him or her in
respect of his fraud or dishonesty will be void.
Subject to
limitations imposed by Bermuda law, we may enter into agreements that provide
indemnification to the directors, officers and all other persons requested or
authorized by the board of directors to take actions on behalf of Lazard Ltd for
all losses, damages, costs and expenses incurred by the indemnified person
arising out of such person’s service in such capacity.
The directors
and officers of the Registrant are covered by directors' and officers' insurance
policies maintained by Lazard.
Item 16.
Exhibits and Financial Statement Schedules
1.1
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Form
of Equity Securities Underwriting Agreement.*
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1.2
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Form
of Debt Securities Underwriting Agreement.*
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1.3
|
Form
of Common Stock Underwriting Agreement.*
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2.1
|
Master
Separation Agreement, dated as of May 10, 2005, by and among the
Lazard Ltd, Lazard Group LLC, LAZ-MD Holdings LLC and LFCM Holdings LLC
(incorporated by reference to Exhibit 2.1 to Lazard Ltd's Quarterly Report
(File No. 001-32492) on Form 10-Q filed on June 16,
2005).
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2.2
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Amendment
No. 1, dated as of November 6, 2006, to the Master Separation Agreement,
dated as of May 10, 2005, by and among Lazard Ltd, Lazard Group LLC and
LAZ-MD Holdings LLC (incorporated by reference to Exhibit 2.2 to Lazard
Ltd's Quarterly Report (File No. 001-32492) on Form 10-Q filed on November
7, 2006).
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2.3
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Second
Amendment dated as of May 7, 2008, to the Master Separation Agreement
dated as of May 10, 2005, as amended, by and among Lazard Ltd, Lazard
Group LLC and LAZ-MD Holdings LLC (incorporated by reference to Exhibit
2.1 to Lazard Ltd's Current Report on Form 8-K (File No. 001-32492) filed
on May 8, 2008).
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2.4
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Class
B-1 and Class C Members Transaction Agreement (incorporated by reference
to Exhibit 2.2 to Lazard Ltd's Registration Statement (File No.
333-121407) on Form S-1 filed on December 17,
2004).
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4.1
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Form
of Specimen Certificate for Class A common stock (incorporated by
reference to Exhibit 4.1 to Lazard Ltd's Registration Statement (File
No. 333-121407) on Form S-1/A filed on April 11, 2005).
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4.2
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Indenture,
dated as of May 10, 2005, by and between Lazard Group LLC and The
Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 to Lazard Group LLC's Registration Statement (File No. 333-126751) on
Form S-4 filed on July 21, 2005).
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4.3
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Amended
and Restated Third Supplemental Indenture, dated as of May 15, 2008,
by and among Lazard Group LLC and The Bank of New York, as trustee (and
incorporated by reference to Exhibit 4.1 to the Registrants' Current
Report on Form 8-K (Commission File No. 333-126751) filed on May 16,
2008).
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4.4
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Fourth
Supplemental Indenture, dated as of June 21, 2007, between Lazard
Group LLC and The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.
001-32492) filed on June 22, 2007).
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4.5
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Form
of Senior Note.*
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4.6
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Form
of Warrant Agreement.*
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4.7
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Form
of Warrant Certificate.*
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4.8
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Form
of Stock Purchase Unit Agreement.*
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4.9
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Form
of Stock Purchase Unit Certificate.*
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4.10
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Form
of Stock Purchase Contract Agreement.*
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4.11
|
Form
of Stock Purchase Unit Certificate.*
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5.1
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Opinion
of Conyers Dill & Pearman.
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5.2
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Opinion
of Cravath, Swaine & Moore LLP.*
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12.1
|
Computation
of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12.1 to Lazard Ltd's Annual Report (File No. 001-32492) on
Form 10-K filed on March 1, 2010).
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Conyers Dill & Pearman (included in Exhibit
5.1).
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23.3
|
Consent
of Cravath, Swaine & Moore LLP.*
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24.1
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Power
of Attorney (included on signature page to this registration
statement).
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25.1
|
Statement
of Eligibility of Trustee for the Debt
Securities.*
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*
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To
be filed, if necessary, as an exhibit to a post-effective amendment to
this registration statement or as an exhibit to a Current Report on Form
8-K to be filed by Lazard Ltd in connection with a specific offering, and
incorporated herein by reference.
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Item 17.
Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the United States Securities and Exchange Commission (the
"SEC") pursuant to Rule 424(b) under the Securities Act if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that clauses (1)(i), (1)(ii) and (1)(iii) do not apply
if the information required to be included in a post-effective amendment by
those clauses is contained in reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) under the Securities Act that is part of the
registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering;
(4) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) under the
Securities Act shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the
registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
under the Securities Act as part of a registration statement in reliance on Rule
430B under the Securities Act relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) under the Securities Act for the purpose of
providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B under
the Securities Act, for liability purposes of the issuer and any person that is
at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof;
provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date;
(5) That,
for the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities, the
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424 under the Securities
Act;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) For
an offering in which the securities to be registered are to be offered to
existing security holders pursuant to warrants or rights and any securities not
taken by security holders are to be reoffered to the public, the undersigned
registrant hereby undertakes to supplement the prospectus, after the expiration
of the subscription period, to set forth the results of the subscription offer,
the transactions by the underwriters during the subscription period, the amount
of unsubscribed securities to be purchased by the underwriters, and the terms of
any subsequent reoffering thereof. If any public offering by the
underwriters is to be made on terms differing from those set forth on the cover
page of the prospectus, a post-effective amendment will be filed to set forth
the terms of such offering.
(e) The
undersigned Registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the Trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act of 1939, as amended, in
accordance with the rules and regulations prescribed by the SEC under
Section 305(b)(2) of the Trust Indenture Act of 1939, as
amended.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, Lazard Ltd certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on March
16, 2010.
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LAZARD
LTD
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By:
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/s/ Kenneth M. Jacobs |
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Kenneth
M. Jacobs
Chairman
and Chief Executive Officer
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Power
of Attorney
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Scott D. Hoffman and William J. White, and
each of them (with full power to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments, of and
supplements to this registration statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto any such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of their
respective substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature
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Capacity
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Date
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/s/ Kenneth M. Jacobs |
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Chairman,
Chief Executive
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Kenneth
M. Jacobs
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Officer
and Director
(Principal
Executive Officer)
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/s/
Michael J. Castellano |
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Chief
Financial Officer
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Michael
J. Castellano
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(Principal
Financial and Accounting Officer)
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/s/
Ashish
Bhutani |
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Director
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Ashish
Bhutani
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/s/
Ronald
J. Doerfler |
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Director
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Ronald
J. Doerfler
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/s/
Steven
J. Heyer |
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Director
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Steven
J. Heyer
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/s/
Sylvia
Jay |
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Director
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Sylvia
Jay
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/s/
Ellis
Jones |
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Director
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Ellis
Jones
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/s/
Vernon
E. Jordan, Jr. |
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Director
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Vernon
E. Jordan, Jr.
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/s/
Philip
A. Laskawy |
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Director
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Philip
A. Laskawy
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/s/ Laurent
Mignon |
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Director
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Laurent
Mignon
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/s/ Gary
W. Parr |
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Director
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Gary
W. Parr
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/s/
Hal
S. Scott |
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Director
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Hal
S. Scott
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/s/
Michael
J. Turner |
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Director
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Michael
J. Turner
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AUTHORIZED
REPRESENTATIVE
Pursuant to the
requirements of the Securities Act of 1933, as amended, this registration
statement has been signed below by the undersigned as the duly authorized
representative of Lazard Ltd in the United States on March
16, 2010.
By:
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/s/
Scott D. Hoffman
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Scott
D. Hoffman
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EXHIBIT
INDEX
1.1
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Form
of Equity Securities Underwriting Agreement.*
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1.2
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Form
of Debt Securities Underwriting Agreement.*
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1.3
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Form
of Common Stock Underwriting Agreement.*
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2.1
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Master
Separation Agreement, dated as of May 10, 2005, by and among the
Lazard Ltd, Lazard Group LLC, LAZ-MD Holdings LLC and LFCM Holdings LLC
(incorporated by reference to Exhibit 2.1 to Lazard Ltd's Quarterly Report
(File No. 001-32492) on Form 10-Q filed on June 16,
2005).
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2.2
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Amendment
No. 1, dated as of November 6, 2006, to the Master Separation Agreement,
dated as of May 10, 2005, by and among Lazard Ltd, Lazard Group LLC and
LAZ-MD Holdings LLC (incorporated by reference to Exhibit 2.2 to Lazard
Ltd's Quarterly Report (File No. 001-32492) on Form 10-Q filed on November
7, 2006).
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2.3
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Second
Amendment dated as of May 7, 2008, to the Master Separation Agreement
dated as of May 10, 2005, as amended, by and among Lazard Ltd, Lazard
Group LLC and LAZ-MD Holdings LLC (incorporated by reference to Exhibit
2.1 to Lazard Ltd's Current Report on Form 8-K (File No. 001-32492) filed
on May 8, 2008).
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2.4
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Class
B-1 and Class C Members Transaction Agreement (incorporated by reference
to Exhibit 2.2 to Lazard Ltd's Registration Statement (File No.
333-121407) on Form S-1 filed on December 17,
2004).
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4.1
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Form
of Specimen Certificate for Class A common stock (incorporated by
reference to Exhibit 4.1 to Lazard Ltd's Registration Statement (File
No. 333-121407) on Form S-1/A filed on April 11, 2005).
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4.2
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Indenture,
dated as of May 10, 2005, by and between Lazard Group LLC and The
Bank of New York, as Trustee (incorporated by reference to Exhibit
4.1 to Lazard Group LLC's Registration Statement (File No. 333-126751) on
Form S-4 filed on July 21, 2005).
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4.3
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Amended
and Restated Third Supplemental Indenture, dated as of May 15, 2008,
by and among Lazard Group LLC and The Bank of New York, as trustee (and
incorporated by reference to Exhibit 4.1 to the Registrants' Current
Report on Form 8-K (Commission File No. 333-126751) filed on May 16,
2008).
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4.4
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Fourth
Supplemental Indenture, dated as of June 21, 2007, between Lazard
Group LLC and The Bank of New York, as trustee (incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No.
001-32492) filed on June 22, 2007).
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4.5
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Form
of Senior Note.*
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4.6
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Form
of Warrant Agreement.*
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4.7
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Form
of Warrant Certificate.*
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4.8
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Form
of Stock Purchase Unit Agreement.*
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4.9
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Form
of Stock Purchase Unit Certificate.*
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4.10
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Form
of Stock Purchase Contract Agreement.*
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4.11
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Form
of Stock Purchase Unit Certificate.*
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5.1
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Opinion
of Conyers Dill & Pearman.
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5.2
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Opinion
of Cravath, Swaine & Moore LLP.*
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12.1
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Computation
of Ratio of Earnings to Fixed Charges (incorporated by reference to
Exhibit 12.1 to Lazard Ltd's Annual Report (File No. 001-32492) on
Form 10-K filed on March 1, 2010).
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23.1
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Consent
of Independent Registered Public Accounting Firm.
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23.2
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Consent
of Conyers Dill & Pearman (included in Exhibit
5.1).
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23.3
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Consent
of Cravath, Swaine & Moore LLP.*
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24.1
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Power
of Attorney (included on signature page to this registration
statement).
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25.1
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Statement
of Eligibility of Trustee for the Debt
Securities.*
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