-----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, Sl7ZOH6qESI8C5FmdrQQKO3GYKOUbDxI96BtpBX1jPd3pbSRcvGP2++4a303HRFN wWiIDT3EauEzkZqnZfaxGA== 0001181431-05-027573.txt : 20050512 0001181431-05-027573.hdr.sgml : 20050512 20050512173820 ACCESSION NUMBER: 0001181431-05-027573 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: Golub Steven J CENTRAL INDEX KEY: 0001326140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32492 FILM NUMBER: 05825599 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 rrd78323.xml FORM 4 X0202 4 2005-05-10 0 0001311370 Lazard Ltd LAZ, LDZ 0001326140 Golub Steven J C/O LAZARD LTD, 30 ROCKEFELLER PLAZA NEW YORK NY 10020 1 1 0 0 MD & VC, Chairman of FA Group Class A common shares, par value $0.01 per share 2005-05-10 4 J 0 120000 120.23 D 0 D Class II Interest of LAZ-MD Holdings LLC 2005-05-10 4 J 0 1725576 0 D Class A Common Stock 1725576 1725576 D The Company subdivided its issued and outstanding share capital, which consisted of US $12,000 divided into 12,000 common shares of par value US $1.00 each, to 1,200,000 Class A common shares of par value US $0.01 each, on May 10, 2005. The Company also repurchased all of the existing common shares of the Company at that time. The consideration consisted of the par value of each share plus the reporting person's pro rata share of the undistributed net income of the Company from February 25, 2005 to May 9, 2005. 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. I hereby appoint Scott D. Hoffman, with full power of substitution and resubstitution, my true and lawful attorney-in-fact to execute and file such documents and other information, including amendments and exhibits thereto, as may be required to be filed, or which such attorney-in-fact may deem to be desirable to be filed, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, including, without limitation, Form 3s, Form 4s, and Form 5s, with the United States Securities and Exchange Commission and, if necessary, foreign regulators, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney may deem necessary, advisable or appropriate as I might or could do personally, hereby ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be done by virtue of this power of attorney. This appointment shall be effective until revoked by writing delivered to the General Counsel of Lazard Ltd. /s/ Steven J. Golub 2005-05-10 -----END PRIVACY-ENHANCED MESSAGE-----