-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HZRFdB2gOme5HV7Lwwt6MLDhxuO7TkmPd97wmC9Ey3alVg1uAG2ECy8JIcb90NzZ Wlq4oz0ySRzhZJD5YEYdmA== 0001181431-05-027572.txt : 20050512 0001181431-05-027572.hdr.sgml : 20050512 20050512173808 ACCESSION NUMBER: 0001181431-05-027572 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050510 FILED AS OF DATE: 20050512 DATE AS OF CHANGE: 20050512 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wasserstein Bruce Jay CENTRAL INDEX KEY: 0001326137 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32492 FILM NUMBER: 05825598 BUSINESS ADDRESS: BUSINESS PHONE: (212)632-6000 MAIL ADDRESS: STREET 1: C/O LAZARD LLC STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lazard Ltd CENTRAL INDEX KEY: 0001311370 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 980437848 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM II BUSINESS PHONE: (441) 295-1422 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM II 4 1 rrd78329.xml FORM 4 X0202 4 2005-05-10 0 0001311370 Lazard Ltd LAZ, LDZ 0001326137 Wasserstein Bruce Jay C/O LAZARD LTD, 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 1 0 0 Chairman and CEO Class A common shares, par value $0.01 per share 2005-05-10 4 J 0 1316838 A 1316838 D Class II Interest of LAZ-MD Holdings LLC 2005-05-10 4 J 0 1979337 0 A Class A Common Stock 1979337 1979337 D The Class A common shares were granted to Mr. Wasserstein in exchange for his B-1 Class Interest in Lazard LLC. The Class II Interests of LAZ-MD Holdings LLC are effectively exchangeable for Class A common stock of Lazard Ltd on the eighth anniversary of the initial public offering of Lazard Ltd's Class A common stock. On each of the third, fourth and fifth anniversaries of this offering, holders of LAZ-MD Holdings LLC Class II Interests that satisfy certain minimum service requirements and other conditions will be entitled to exchange a third of their respective Class II Interests. Each of LAZ-MD Holdings and certain of Lazard Ltd's subsidiaries, upon the approval of the Lazard Ltd board of directors, will, in certain limited circumstances, also have the ability to accelerate the exchangeability of these Class II Interests of LAZ-MD Holdings LLC and these LAZ-MD Holdings LLC Class II Interests will generally be exchanged in the event of a change in control of Lazard Ltd. The Class II Interests of LAZ-MD Holdings LLC were granted in exchange for limited liability company interests in Lazard Group LLC, a Delaware limited liability company that is the current holding company for our businesses, held by the reporting person. In addition, 7,978,859 shares of our common stock are issuable upon exchange of the LAZ-MD Holdings exchangeable interests held by the Wasserstein family trusts for the benefit of his family and over which he does not have control. The voting power over the shares of our common stock issuable upon exchange of the LAZ-MD Holdings exchangeable interests held by the Wasserstein family trusts is vested in Mr. Jones, who will serve on our board of directors, and members of Mr. Wasserstein's family, as trustees. Neither Mr. Wasserstein nor Mr. Jones has any beneficial or other ownership interest in these shares. /s/ Bruce Wasserstein by Scott D. Hoffman under PofA 2005-05-10 -----END PRIVACY-ENHANCED MESSAGE-----