-----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, G1vo/dlFHNjf8ljL9njbAkFDb0O/KjuhSW7z82DiP6UnrzcrCFSI1Lt6MpRkU5bB pCHJcq9s/JohTB2j5zw2rg== 0001181431-05-029680.txt : 20050520 0001181431-05-029680.hdr.sgml : 20050520 20050520200316 ACCESSION NUMBER: 0001181431-05-029680 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050510 FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAZ-MD Holdings LLC CENTRAL INDEX KEY: 0001326142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32492 FILM NUMBER: 05849564 BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: (212)632-6000 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 3 1 rrd79290.xml FORM 3 X0202 3 2005-05-10 0 0001311370 Lazard Ltd LAZ, LDZ 0001326142 LAZ-MD Holdings LLC 30 ROCKEFELLER PLAZA NEW YORK NY 10020 0 0 1 0 Class B Common Stock 1 D Common Interest in Lazard Group LLC Class A Common Stock 62500000 D The share of Class B Common Stock of Lazard Ltd held by LAZ-MD Holdings LLC is currently entitled to 62.5% of the voting power of Lazard Ltd under the Amended and Restated Bye-Laws of Lazard Ltd. LAZ-MD Holdings LLC is party to that certain stockholders' agreement with Lazard Ltd and certain members of LAZ-MD Holdings LLC, which contains provisions regarding the voting of such share of Class B Common Stock. Pursuant to the stockholders' agreement, each of the members of LAZ-MD Holdings LLC who are party thereto are generally entitled to direct LAZ-MD Holdings LLC how to vote such member's proportionate interest in Lazard Ltd (with such proportionate interest calculated based on the number of votes at Lazard Ltd such member would be entitled to if such member had converted his or her Class II Interests of LAZ-MD Holdings LLC into Class A common stock), subject to certain exceptions. The Common Interest in Lazard Group issued to LAZ-MD Holdings LLC is exchangeable with Lazard Ltd for shares of Class A Common Stock of Lazard Ltd, on the basis of one unit of such Common Interest for each share of Class A Common Stock (subject to customary anti-dilution adjustments). This Common Interest underlies the Class II Interests in LAZ-MD Holdings held by the current and former working members of Lazard. In the event of an exchange of a Class II Interest in LAZ-MD Holdings LLC, LAZ-MD Holdings LLC will generally redeem such Class II Interest in exchange for a portion of its Common Interest in Lazard Group LLC, which will in turn be exchanged with Lazard Ltd for shares of Class A Common Stock in Lazard Ltd. As each unit of the Common Interest in Lazard Group issued to LAZ-MD Holdings is associated with each unit of outstanding LAZ-MD Class II Interests held by members of LAZ-MD Holdings under the terms of the separation agreement, LAZ-MD Holdings disclaims beneficial ownership of all of the shares of Class A Common Stock into which the Common Interest in Lazard Group is exchangeable. /s/ Kenneth M. Jacobs, Director 2005-05-20 -----END PRIVACY-ENHANCED MESSAGE-----