SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
LAZARD LTD
LAZARD GROUP FINANCE LLC
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0437848 | |
| Delaware | 20-2281724 | |
| (Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(441) 295-1422
(Address of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-123463
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which | |
| Equity Security Units | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered |
A description of the equity security units of Lazard Ltd (the “Company”) is set forth under “Description of the Equity Security Units”, “Description of Senior Notes” and “Global Clearance and Settlement” in the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed with the Securities and Exchange Commission on March 21, 2005, as amended (the “Registration Statement”), including any form of prospectus contained therein filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which description is incorporated herein by reference.
| Item 2. | Exhibits |
| 99.1 | Certificate of Incorporation and Memorandum of Association of Lazard Ltd (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File
No. 333-121407), filed on March 21, 2005). | |
| 99.2 | Certificate of Incorporation in Change of Name of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on March 21, 2005). | |
| 99.3 | Form of Amended and Restated Bye-laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on April 11, 2005). | |
| 99.4 | Certificate of Formation of Lazard Group Finance LLC (incorporated by reference to Exhibit 3.4 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1
(File No. 333-123463), filed on March 21, 2005). | |
| 99.5 | Form of Lazard Group Finance LLC Operating Agreement (incorporated by reference to Exhibit 3.5 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1
(File No. 333-123463), filed on May 2, 2005). | |
| 99.6 | Form of Indenture of Lazard Group Finance LLC (incorporated by reference to Exhibit 4.2 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.7 | Form of First Supplemental Indenture to the Indenture relating to the Lazard Group Finance LLC senior notes (incorporated by reference to Exhibit 4.3 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.8 | Form of Second Supplemental Indenture to the Indenture relating to the Lazard Group Finance LLC senior notes (incorporated by reference to Exhibit 4.4 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.9 | Form of Purchase Contract Agreement relating to the Company purchase contracts, which are components of the Company equity security units (incorporated by reference to Exhibit 4.4 to the
Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.10 | Form of Pledge Agreement relating to the Lazard Group Finance LLC senior notes, which are components of the Company equity security units (incorporated by reference to Exhibit 4.5 to the
Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.11 | Form of Pledge Agreement relating to the Lazard Group notes (incorporated by reference to Exhibit 4.6 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.12 | Form of Registration Rights Agreement, by and among Lazard Group Finance LLC, the Company, Lazard LLC and IXIS Corporate and Investment Bank (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on March 21, 2005). | |
| 99.13 | Form of Normal Equity Security Units Certificate (included in Exhibit 99.8). | |
| 99.14 | Form of Stripped Equity Security Units Certificate (included in Exhibit 99.8). | |
| 99.15 | Form of Senior Note (included in Exhibit 99.7). | |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| LAZARD LTD | ||||||||
| Dated: |
May 2, 2005 |
By: |
/s/ Scott D. Hoffman | |||||
| Name: |
Scott D. Hoffman, Esq. | |||||||
| Title: |
Director and Vice President | |||||||
| LAZARD GROUP FINANCE LLC | ||||||||
| Dated: |
May 2, 2005 |
By: |
/s/ Scott D. Hoffman | |||||
| Name: |
Scott D. Hoffman, Esq. | |||||||
| Title: |
Director and Vice President | |||||||
EXHIBIT INDEX
| 99.1 | Certificate of Incorporation and Memorandum of Association of Lazard Ltd (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File
No. 333-121407), filed on March 21, 2005). | |
| 99.2 | Certificate of Incorporation in Change of Name of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on March 21, 2005). | |
| 99.3 | Form of Amended and Restated Bye-laws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on April 11, 2005). | |
| 99.4 | Certificate of Formation of Lazard Group Finance LLC (incorporated by reference to Exhibit 3.4 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1
(File No. 333-123463), filed on March 21, 2005). | |
| 99.5 | Form of Lazard Group Finance LLC Operating Agreement (incorporated by reference to Exhibit 3.5 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1
(File No. 333-123463), filed on May 2, 2005). | |
| 99.6 | Form of Indenture of Lazard Group Finance LLC (incorporated by reference to Exhibit 4.2 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.7 | Form of First Supplemental Indenture to the Indenture relating to the Lazard Group Finance LLC senior notes (incorporated by reference to Exhibit 4.3 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.8 | Form of Second Supplemental Indenture to the Indenture relating to the Lazard Group Finance LLC senior notes (incorporated by reference to Exhibit 4.4 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.9 | Form of Purchase Contract Agreement relating to the Company purchase contracts, which are components of the Company equity security units (incorporated by reference to Exhibit 4.4 to the
Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.10 | Form of Pledge Agreement relating to the Lazard Group Finance LLC senior notes, which are components of the Company equity security units (incorporated by reference to Exhibit 4.5 to the
Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on April 18, 2005). | |
| 99.11 | Form of Pledge Agreement relating to the Lazard Group notes (incorporated by reference to Exhibit 4.6 to the Company’s and Lazard Group Finance LLC’s Registration Statement on Form S-1 (File No. 333-123463), filed on May 2, 2005). | |
| 99.12 | Form of Registration Rights Agreement, by and among Lazard Group Finance LLC, the Company, Lazard LLC and IXIS Corporate and Investment Bank (incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form S-1 (File No. 333-121407), filed on March 21, 2005). | |
| 99.13 | Form of Normal Equity Security Units Certificate (included in Exhibit 99.8). | |
| 99.14 | Form of Stripped Equity Security Units Certificate (included in Exhibit 99.8). | |
| 99.15 | Form of Senior Note (included in Exhibit 99.7). | |