Schedule 13D Page 1 of 4
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LAZARD LTD
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
G54050102
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(CUSIP Number)
Bruce Wasserstein
Lazard Ltd
30 Rockefeller Plaza
New York, New York 10020
with a copy to
David Stoll, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 10, 2005
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(Date of Event which Requires Filing of this Statement)
Schedule 13D Page 2 of 4
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of ss.ss.240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Schedule 13D Page 3 of 4
This Amendment No. 1 amends and supplements the statement on Schedule
13D, filed with the Securities and Exchange Commission on May 20, 2005 (as it
may be amended from time to time, the "Schedule 13D") with respect to the
Class A Common Stock, par value $.01 per share (the "Class A Common Stock") of
Lazard Ltd, a company incorporated under the laws of Bermuda ("Lazard"). Each
item below amends and supplements the information disclosed under the
corresponding item of the Schedule 13D. Unless otherwise indicated, terms used
but not defined in this Amendment No. 1 shall have the same respective
meanings herein as are ascribed to such terms in the Schedule 13D.
Item 7. Material to Be Filed as Exhibits.
The following exhibits, which were referenced in but inadvertantly
not filed with the Schedule 13D are hereby added.
Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 LAZ-MD Stockholders' Agreement
Exhibit 99.3 Master Separation Agreement
Exhibit 99.4 Agreement Relating to Reorganization of Lazard
Exhibit 99.5 Letter Agreement with Bruce Wasserstein Family Trust
Schedule 13D Page 4 of 4
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: May 24, 2005
BRUCE WASSERSTEIN
/s/ Bruce Wasserstein
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Bruce Wasserstein
ELLIS JONES
/s/ Ellis Jones
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Ellis Jones
PAMELA SIMONE WASSERSTEIN
/s/ Pamela Simone Wasserstein
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Pamela Simone Wasserstein
BEN WASSERSTEIN
/s/ Ben Wasserstein
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Ben Wasserstein