form424b3.htm
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-138855
 
 
The information in this preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
 
 
 
Subject to Completion. Dated June 2, 2009
 
Preliminary Prospectus Supplement to Prospectus dated November 21, 2006.
 
4,000,000 Shares
 
Class A Common Stock
 


All of the shares of Lazard Ltd Class A common stock in this offering are being sold by the selling shareholders identified in this prospectus supplement.  Lazard Ltd will not receive any proceeds from the sale of shares of its Class A common stock being sold by the selling shareholders.  In connection with this offering, Lazard Group LLC has agreed to purchase an additional 1,700,000 shares of Lazard Ltd Class A common stock from the selling shareholders through Goldman, Sachs & Co., as agent, at a price of $           per share which will result in $           of proceeds to the selling shareholders.  This purchase by Lazard Group LLC is conditioned upon the closing of this offering.
 
Lazard Ltd’s Class A common stock is listed on the New York Stock Exchange under the symbol "LAZ".  The last reported sale price of Lazard Ltd Class A common stock on June 1, 2009 was $27.87 per share.
 
See "Risk Factors" beginning on page S-11 of this prospectus supplement and page 4 of the accompanying prospectus and "Item 1A. Risk Factors" on page 15 of our Annual Report on Form 10-K for the year ended December 31, 2008 to read about factors you should consider before buying shares of Lazard Ltd Class A common stock.


 
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.



Goldman, Sachs & Co. has agreed to purchase the Class A common stock from the selling shareholders at a price of $           per share which will result in $           of proceeds to the selling shareholders.
 
Goldman, Sachs & Co. may offer the shares of Class A common stock from time to time for sale in one or more transactions in the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
 

 
 
Goldman, Sachs & Co. expects to deliver the shares against payment in New York, New York on June   , 2009.
 
Goldman, Sachs & Co.
 

 
Prospectus Supplement dated June   , 2009.

 
 



 TABLE OF CONTENTS
 
Prospectus Supplement
 
Page

 

Prospectus
 

 

 
           No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement or the accompanying prospectus.  You must not rely on any unauthorized information or representations.  This prospectus supplement and the accompanying prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.  The information contained in this prospectus supplement or the accompanying prospectus is current only as of its date.
 

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ABOUT THIS PROSPECTUS SUPPLEMENT
 
This document is in two parts.  The first part is this prospectus supplement, which describes the specific terms of this offering and the securities offered hereby.  The second part is the accompanying prospectus, which gives more general information and includes disclosures that may apply if at some time in the future we were to sell debt securities, preference shares, warrants, stock purchase contracts or units or Class A common stock.  Accordingly, the accompanying prospectus contains certain data that does not apply to this offering.  Generally, unless we specify otherwise, when we refer only to the "prospectus", we are referring to both parts combined.
 
If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.  This prospectus supplement, the accompanying prospectus and the documents incorporated into each by reference include important information about us, the shares being offered and other information you should know before investing.  You should read this prospectus supplement and the accompanying prospectus together with additional information described under the heading "Where You Can Find More Information" before investing in our Class A common stock, which we refer to in this prospectus supplement as our "common stock".
 
In this prospectus supplement, unless the context otherwise requires, the terms:
 
 
"Lazard", "we", "our", "us", and the "Company" refer to Lazard Ltd, a Bermuda exempted company whose shares of common stock are publicly traded on the New York Stock Exchange under the symbol "LAZ", and its subsidiaries, including Lazard Group.
 
 
"Lazard Group", refers to Lazard Group LLC, a Delaware limited liability company that is the holding company for the subsidiaries that conduct Lazard’s business (which includes all of the businesses, subsidiaries, assets and liabilities of Lazard Ltd and Lazard Group, and which we refer to in this prospectus supplement as "our business").
 
We prepare our financial statements in United States dollars and prepare our financial statements, including all of the financial statements incorporated or referenced in this prospectus supplement, in conformity with accounting principles generally accepted in the United States, or U.S. GAAP".  We have a fiscal year end of December 31.  In this prospectus supplement, except where otherwise indicated, references to "$" or "dollars" are to the lawful currency of the United States.
 
The Lazard logo and the other trademarks, trade names and service marks of Lazard mentioned in this prospectus supplement, including Lazard®, are the property of, and are used with the permission of, our subsidiaries.
 
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and accompanying prospectus.  We have not authorized anyone to provide you with different information.  The distribution of this prospectus supplement or the accompanying prospectus and sale of these securities in certain jurisdictions may be restricted by law.  Persons in possession of this prospectus supplement or the accompanying prospectus are required to inform themselves about and observe any such restrictions.  We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.  You should assume that the information appearing in this prospectus supplement is accurate only as of the date on the front cover of this prospectus supplement and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference.  Our business, financial condition, results of operations and prospects may have changed since such dates.

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WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and current reports, proxy statements and other information with the United States Securities and Exchange Commission ("SEC").  You may read and copy any document the Company files at the SEC's public reference room located at 100 F Street, N.E., Washington, D.C. 20549, U.S.A.  Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.  Our SEC filings are also available to the public from the SEC's internet site at http://www.sec.gov.
 
We maintain an Internet site at http://www.lazard.com.  Our websites and the information contained on those sites or connected to those sites are not incorporated into this prospectus supplement, and you should not rely on any such information in making your decision whether to purchase our common stock.
 
We are  "incorporating by reference" into this prospectus supplement specific documents that we have filed with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus supplement.  Information that we file subsequently with the SEC will automatically update and supersede this information.  We incorporate by reference the documents listed below, and any future documents that we file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (which we refer to in this prospectus supplement as the "Exchange Act"), until the termination of the offerings of all of the common stock covered by this prospectus supplement have been completed.  This prospectus supplement is part of a registration statement filed with the SEC.
 
We are incorporating by reference into this prospectus supplement the following documents filed with the SEC (excluding any portions of such documents that have been "furnished" but not "filed" for purposes of the Exchange Act):
 
 
Lazard Ltd’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed on March 2, 2009 ("Annual Report on Form 10-K");
 
 
Lazard Ltd’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 1, 2009 ("Quarterly Report on Form 10-Q");
 
 
Lazard Ltd’s Proxy Statement on Schedule 14A, filed on March 16, 2009 ("Proxy Statement");
 
 
Lazard Ltd’s Current Report on Form 8-K filed on May 18, 2009; and
 
 
Description of the Class A common stock contained in the final prospectus for Lazard Ltd filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended (the "Securities Act"), on May 6, 2005 with respect to the Registration Statement on Form S-1 (File No. 333-121407) (the "S-1 Registration Statement").
 
We will provide to each person, including any beneficial owner, to whom a prospectus supplement is delivered, upon written or oral request and without charge, a copy of the documents referred to above that we have incorporated by reference in this prospectus supplement.  You can request copies of such documents if you write to us at the following address: Investor Relations, Lazard Ltd, 30 Rockefeller Plaza, New York, New York 10020 or call us at (212) 632-6000.  You may also obtain copies of any such documents by visiting our website at http://www.lazard.com.
 
This prospectus supplement and information incorporated by reference herein contain summaries of certain agreements that we have filed as exhibits to our various SEC filings, as well as certain agreements that we will enter into in connection with the offering of common stock covered by this prospectus supplement.  The descriptions of these agreements contained in this prospectus supplement or information incorporated by reference herein do not purport to be complete and are subject to, and qualified in their entirety by reference to, the definitive agreements.  Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us at the address or telephone number listed above.

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You should rely only upon the information contained in this prospectus supplement and incorporated by reference in this prospectus supplement.  We have not authorized anyone to provide you with different information.  You should not assume that the information in this document is accurate as of any date other than that on the front cover of this prospectus supplement.
 
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein, in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in any subsequent prospectus supplement, modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified and superseded, to constitute a part of this prospectus supplement.

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We are a preeminent international financial advisory and asset management firm that has long specialized in crafting solutions to the complex financial and strategic challenges of our clients.  We serve a diverse set of clients around the world, including corporations, partnerships, institutions, governments and high-net worth individuals.  The first Lazard partnership was established in 1848.  Over time we have extended our activities beyond our roots in New York, Paris and London.  We currently operate from 40 cities in key business and financial centers across 24 countries throughout Europe, North America, Asia, Australia, Central America and South America.
 
Our Business Model
 
We focus primarily on two business segments: Financial Advisory and Asset Management.  We believe that the mix of our activities across business segments, geographic regions, industries and investment strategies helps to diversify and stabilize our revenue stream.
 
Financial Advisory
 
We offer corporate, partnership, institutional, government and individual clients across the globe a wide array of financial advisory services, regarding mergers and acquisitions and strategic advisory matters, restructurings and capital structure advisory services, capital raising and various other corporate finance matters.  We focus on solving our clients' most complex problems, providing advice to senior management, boards of directors and business owners of prominent companies and institutions in transactions that typically are of significant strategic and financial importance to them.
 
We continue to build our Financial Advisory business by fostering long-term, senior level relationships with existing and new clients as their independent advisor on strategic transactions.  We seek to build and sustain long-term relationships with our clients rather than focusing on individual transactions, a practice
that we believe enhances our access to senior management of major corporations and institutions around the world.  We emphasize providing clients with senior
level attention during all phases of transaction execution.
 
While we strive to earn repeat business from our clients, we operate in a highly competitive environment in which there are no long-term contracted
sources of revenue.  Each revenue-generating engagement is separately negotiated and awarded.  To develop new client relationships, and to develop new engagements from historical client relationships, we maintain an active dialogue with a large number of clients and potential clients, as well as with their financial
and legal advisors, on an ongoing basis.  We have gained a significant number of new clients each year through our business development initiatives, through recruiting additional senior investment banking professionals who bring with them client relationships and through referrals from directors, attorneys and other third parties with whom we have relationships.  At the same time, we lose clients each year as a result of the sale or merger of a client, a change in a client's senior management, competition from other investment banks and other causes.
 
We seek to offer our services across most major industry groups, including, in many cases, sub-industry specialties.  Our Mergers and Acquisitions managing directors and professionals are organized to provide advice in the following major industry practice areas: consumer, financial institutions, financial sponsors, healthcare and life sciences, industrial, power and energy/infrastructure, real estate and technology, media and telecommunications.  In addition to our Mergers and Acquisitions and Financial Restructuring practices, we also maintain specialties in the following distinct practice areas within our Financial Advisory segment: government advisory, capital structure and debt advisory, fund raising for alternative investment funds, private investment in public equity, or "PIPE" and corporate finance.
 
 

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Our focus in our Financial Advisory business is on:
 
  making a significant investment in our intellectual capital with the addition of many senior professionals who we believe have strong client
relationships and industry expertise,
 
 increasing our contacts with existing clients to further enhance our long-term relationships and our efforts in developing new client relationships,
 
  expanding the breadth and depth of our industry expertise and selectively adding new practice areas,
 
  coordinating our industry specialty activities on a global basis and increasing the integration of our industry experts with our Mergers and Acquisitions, Financial Restructuring and Corporate Finance professionals, and
 
 broadening our geographic presence by adding new offices including, in 2007 and 2008, offices in Australia (Melbourne), Switzerland (Zurich) and the United Arab Emirates (Dubai City), as well as in the U.S. (Boston, Minneapolis, Charlotte and Washington, D.C.); acquiring a 50% interest in a financial advisory firm with offices in Central and South America (Chile, Panama, Uruguay and Peru); entering into a joint cooperation agreement in Eastern Europe and Russia; and creating a strategic alliance with a financial advisory firm in Mexico.
 
In addition to the investments made as part of this strategy, we believe that the following external market factors may enable our Financial Advisory
business to benefit:
 
  increasing demand for independent, unbiased financial advice,
 
  increasing demand for Financial Restructuring advice due to the increased level of corporate defaults, and
 
  a potential increase in cross-border mergers and acquisitions and large capitalization mergers and acquisitions, two of our areas of historical
specialization.
 
Going forward, our strategic emphasis in our Financial Advisory business is to leverage the investments we have made in recent years to grow our business and drive our productivity.  We continue to seek to opportunistically attract outstanding individuals to our business.  We routinely reassess our strategic position and may in the future seek opportunities to further enhance our competitive position.
 
Asset Management
 
Our Asset Management business provides investment management and advisory services to institutional clients, financial intermediaries, private clients and investment vehicles around the world.  Our goal in our Asset Management business is to produce superior risk-adjusted investment returns and provide investment solutions customized for our clients.  Many of our equity investment strategies share an investment philosophy that centers on fundamental security selection with a focus on the trade-off between a company's valuation and its financial productivity.
 
Our strategic plan in our Asset Management business is to focus on delivering superior investment performance and client service and broadening our
product offerings and distribution in selected areas in order to continue to drive improved business results.  Over the past several years, in an effort to improve the operations of Lazard Asset Management LLC ("LAM") and expand our business, we have:
 
  focused on enhancing our investment performance,
 
 
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  improved our investment management platform by adding a number of senior investment professionals (including portfolio managers and analysts),
 
  continued to strengthen our marketing and consultant relations capabilities,
 
  expanded our product platform by "lifting-out" experienced portfolio managers to establish new products, and
 
  continued to expand LAM's geographic reach, including by opening offices in Hong Kong and Bahrain.
 
We believe that our Asset Management business has long maintained an outstanding team of portfolio managers and global research analysts.  We
intend to maintain and supplement our intellectual capital to achieve our goals.  We routinely reassess our strategic position and may in the future seek acquisitions or other transactions, including the opportunistic hiring of new employees, in order to further enhance our competitive position.  We also believe that our specific investment strategies, global reach, unique brand identity and access to multiple distribution channels may allow us to expand into new investment products, strategies and geographic locations.  In addition, we plan to expand our participation in alternative investment activities through investments in new and successor funds, and are considering expanding the services we offer to high-net worth individuals through organic growth, acquisitions or otherwise.
 
Lazard's Organizational Structure
 
Lazard Group is a Delaware limited liability company and the holding company for the subsidiaries that conduct our business.  Lazard Group has two
primary holders of its membership interests: Lazard Ltd and LAZ-MD Holdings LLC, a Delaware limited liability company that holds equity interests in Lazard Group and the Class B common stock of Lazard Ltd, which we refer to in this prospectus supplement as "LAZ-MD Holdings".  Lazard Ltd has no material assets
other than indirect ownership of approximately 68.2% of the common membership interests of Lazard Group as of June 2, 2009 (or approximately 71.1% of
the common membership interests of Lazard Group after this offering), and indirect control of both of the managing members of Lazard Group.  Lazard Ltd
controls Lazard Group through this managing member position.  The remaining approximately 31.8% of Lazard Group's common membership interests as
of June 2, 2009 (or approximately 28.9% of the common membership interests of Lazard Group after this offering) is held by LAZ-MD Holdings, the holding
company that is owned by current and former managing directors of Lazard Group.  The Lazard Group common membership interests held by LAZ-MD
Holdings are effectively exchangeable over time on a one-for-one basis with Lazard Ltd for shares of Class A common stock.
 
Each share of our Class A common stock entitles its holder to one vote per share.  Each LAZ-MD Holdings exchangeable interest, all of which are held by the two classes of members of Lazard Group that consist of current and former managing directors (or their family members, trusts and charitable foundations),
which we refer to in this prospectus supplement as the "working members", is effectively exchangeable together with a Lazard Group common interest held by
LAZ-MD Holdings for a share of our common stock, with such ratio subject to adjustment.  The single outstanding share of our Class B common stock is
intended to allow our current and former managing directors holding LAZ-MD Holdings exchangeable interests to individually vote in proportion to their indirect economic interests in Lazard Ltd.  For a description of the voting rights of holders of LAZ-MD Holdings exchangeable interests, see "Certain Relationships and Related Transactions—LAZ-MD Holdings Stockholders' Agreement" in our Proxy Statement.  Our Class B common stock has approximately 31.8% of the voting power of Lazard Ltd as of June 2, 2009 (or approximately 28.9% of the voting power of Lazard Ltd after this offering), which percentage will further decrease proportionately as Lazard Group common membership interests are exchanged for shares of our common stock.  Upon full exchange of the LAZ-MD Holdings exchangeable interests for shares of our common stock, the Class B common stock would cease to be outstanding, and all of the Lazard Group common membership interests formerly owned by LAZ-MD Holdings would be owned indirectly by Lazard Ltd.  We expect that LAZ-MD Holdings will manage its ownership
of us so that it will not be deemed to be an "investment company" under the U.S. Investment Company Act of 1940, as amended, or the "Investment Company Act".
 
 
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Lazard Ltd was incorporated in Bermuda on October 25, 2004.  Lazard Group was formed in Delaware on March 2, 2000 under the name Lazard LLC and was renamed Lazard Group LLC on May 10, 2005.  Our principal executive offices are located in the United States at 30 Rockefeller Plaza, New York, New York 10020, with a general telephone number of (212) 632-6000, in France at 121 Boulevard Haussmann, 75382 Paris Cedex 08, with a general telephone number of 33-1-44-13-01-11, and in the United Kingdom at 50 Stratton Street, London W1J 8LL, with a general telephone number of 44-207-187-2000.  Our registered office in Bermuda is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, with a general telephone number of (441) 295-1422.  We maintain an Internet site at http://www.lazard.com.  Our websites and the information contained on those sites, or connected to those sites, are not incorporated into this prospectus supplement, and you should not rely on any such information in making your decision whether to purchase our common stock.
 

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The Offering
 
Common stock offered by the selling shareholders in this offering(a)
4,000,000 shares
Common stock to be outstanding immediately after this offering:
 
Class A common stock(b)
86,955,953 shares
Class B common stock
1 share
Lazard Group common membership interests to be outstanding immediately after this offering:
 
Owned by Lazard Ltd
86,955,953 interests
Owned by LAZ-MD Holdings(c)
35,277,711 interests
 
Total
122,233,664 interests
 
Dividend policy
On January 27, 2009 and April 27, 2009, our board of directors declared a dividend of $0.10 per share, which was paid on February 27, 2009 and May 29, 2009, respectively, to stockholders of record as of February 6, 2009 and May 8, 2009, respectively. 
 
We currently intend to declare quarterly dividends on all outstanding shares of our common stock.  The declaration of any dividends and, if declared, the amount of any such dividend, will be subject to our actual future earnings, cash flow and capital requirements; to the amount of distributions to us from Lazard Group; and to the discretion of our board of directors.  For further discussion of the factors that will affect the determination by our board of directors to declare dividends, see "Price Range of Our Common Stock and Dividend Policy".
Lazard Group stock purchase
 
Lazard Group has agreed to purchase 1,700,000 shares of our common stock from the selling shareholders through Goldman, Sachs & Co., as agent, at the price per share paid by Goldman, Sachs & Co. for the shares in this offering (the "Lazard Group Purchase").  The Lazard Group Purchase is conditioned upon the closing of this offering.
 
Any shares sold pursuant to the Lazard Group Purchase shall be deemed to have been purchased by Goldman, Sachs & Co. on behalf of, and solely as agent for, Lazard Group.
Use of Proceeds                                                 
 
We will not receive any net proceeds from the sales of common stock offered by the selling shareholders in this offering.  See "Use of Proceeds".
Risk Factors                                                 
 
For a discussion of factors you should consider before buying shares of our common stock, see "Risk Factors" in this prospectus supplement and in the accompanying prospectus, and the other risk factors included in our Annual Report on Form 10-K.
Material U.S. Federal Income Tax Considerations
 
In connection with our formation, we made an election to be treated as a partnership for U.S. federal income tax purposes.  As a result, each holder of our common stock will be required to report on its income tax return its allocable share of our income, gains, losses and deductions.  For additional information concerning the material tax consequences of investing in our common stock, see "Material U.S. Federal Income Tax and Bermuda Tax Considerations".
New York Stock Exchange
Symbol
 
LAZ
 
 
 
 
 
   ___________________
(a)  Unless specifically noted, information in this prospectus supplement assumes and gives effect to the simultaneous consummation of this offering and the Lazard Group Purchase.
 
(b)  Includes (1) 3,583,300 shares of common stock to be sold pursuant to this offering and the Lazard Group Purchase by the selling shareholders upon the exchange of 3,583,300 common membership interests in Lazard Group held by LAZ-MD Holdings and (2) 83,372,653 shares of common stock outstanding immediately prior to this offering (including 9,139,441 shares of our common stock held by Lazard Group) but excludes (i) 35,277,711 shares of our common stock that will be issuable in connection with future exchanges of common membership interests in Lazard Group held by LAZ-MD Holdings, which Lazard Group common membership interests are effectively exchangeable for shares of our common stock on a one-for-one basis, (ii) up to 23,806,314 shares of our common stock available for issuance in connection with our 2005 Equity Incentive Plan (20,750,861 stock units in respect of which have been granted (net of forfeitures) as of the date of this prospectus supplement and 3,055,453 of which are subject to awards following this offering) and shares of our common stock available for issuance in connection with our 2008 Incentive Compensation Plan (with the maximum number of shares available based on a formula that limits the aggregate number of shares that may, at any time, be subject to awards that are considered "outstanding" under the plan to 30% of the then-outstanding shares of our common stock (treating, for this purpose, the then-outstanding exchangeable interests of LAZ-MD Holdings on a fully-exchanged basis)), (iii) an additional 2,631,570 shares of our common stock that will be issuable or otherwise deliverable upon conversion of the $150 million convertible subordinated note, which we refer to as the "$150 million convertible note", held by Banca Intesa S.p.A. ("Intesa"), (iv) the following shares which are issuable in connection with the acquisitions of Carnegie, Wylie & Company (Holdings) PTY LTD ("CWC"), an Australia-based financial advisory firm, on July 31, 2007 and Goldsmith, Agio, Helms and Lynner LLC ("GAHL"), a U.S. based advisory firm, on August 13, 2007: (A) 993,024 shares of our common stock that are issuable on a non-contingent basis, (B) shares of our common stock that are issuable upon the non-contingent conversion of 9,724 shares of our Series A preferred stock, with the number of shares of our common stock dependent, in part, upon future prices of our common stock, and (C) 948,631 shares of our common stock that are contingently issuable and 22,021 shares of our Series A preferred stock that are contingently convertible into shares of our common stock, with the number of such shares of our common stock dependent upon the future performance of GAHL and CWC, and (v) 2,201,457 shares of our common stock (subject to upward adjustment to account for certain cash dividends) that we expect will be issued, subject to certain exceptions, on October 31, 2011 in connection with the LAM Merger.  If, immediately following this offering, LAZ-MD Holdings exchanged all of its then-remaining Lazard Group common membership interests, members of LAZ-MD Holdings would own 35,277,711 additional shares of our common stock, representing approximately      % of our outstanding common stock.
 
 
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(c)  The Lazard Group common membership interests held by LAZ-MD Holdings are effectively exchangeable over time, on a one-for-one basis, for shares of our common stock.
 
 
 
 
 
RISK FACTORS
 
You should carefully consider the following risk factors and the risk factors incorporated by reference into this prospectus supplement and all of the other information set forth in this prospectus supplement or incorporated by reference in this prospectus supplement, including our consolidated financial statements and related notes, before deciding to purchase shares of common stock offered by this prospectus supplement.  The risk factors set forth below and the risk factors incorporated by reference into this prospectus supplement primarily relate to the business of Lazard Group.  These risks also affect Lazard Ltd because Lazard Ltd has no material assets other than indirect ownership of approximately 68.2% of the common membership interests in Lazard Group as of June 2, 2009 (or approximately 71.1% of the common membership interests in Lazard Group after this offering) and its controlling interest in Lazard Group.  For a discussion of the risks related to our business see "Item 1A.  Risk Factors" in our Annual Report on Form 10-K.  The following risk factors and the risk factors incorporated by reference into this prospectus supplement describe material risks of which we are aware.  If any of the events or developments described below actually occurred, our business, financial condition or results of operations would likely suffer.
 
Risks Related to this Offering
 
The market price and trading volume of our common stock may be volatile, and you may not be able to resell your shares at or above the public offering price.
 
The price of our common stock in this offering was determined through negotiations between us and Goldman, Sachs & Co.  The negotiated price of this offering may not be indicative of the market price of the common stock after this offering.  The market price of our common stock will likely continue to fluctuate in response to the following factors, some of which are beyond our control, including the following:
 
 
quarterly fluctuations in our operating results,
 
 
changes in investors’ and analysts’ perception of the business risks and conditions of our business,
 
 
broader market fluctuations,
 
 
general economic and political conditions,
 
 
acquisitions and financings, including the potential issuance of a substantial number of shares of our common stock as consideration for past or future acquisitions and other transactions,
 
 
the issuance of a substantial number of shares of our common stock in exchange for a reduction of debt upon conversion of any portion of the $150 million convertible note held by Intesa, and further exchanges of the LAZ-MD Holdings exchangeable interests,
 
 
sale of a substantial number of shares of our common stock held by the existing security holders in the public market, including shares issued upon vesting of outstanding restricted stock units, and
 
 
general conditions in the financial services industry.
 
As a result, shares of our common stock may trade at prices significantly below the price of this offering.  Declines in the price of our common stock may adversely affect our ability to recruit and retain key employees, including our managing directors and other key professional employees.
 

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Should we be liquidated at our book value, investors would not receive the full amount of their investment.
 
The market price per share of our common stock exceeds the book value per share of our common stock.  Accordingly, should we be liquidated at our book value, investors would not receive the full amount of their investment.
 
Our share price may decline due to the large number of shares eligible for future sale and for exchange.
 
Immediately after this offering, our authorized and unissued shares of common stock will include approximately 35,277,711 shares of our common stock underlying the outstanding LAZ-MD Holdings exchangeable membership interests, 20,750,861 shares of our common stock underlying the restricted stock units and deferred stock units that have thus far been granted pursuant to our 2005 Equity Incentive Plan, 7,224,590 shares of our common stock underlying the restricted stock units and deferred stock units that have thus far been granted pursuant to our 2008 Incentive Compensation Plan, 2,631,570 shares of our common stock issuable or otherwise deliverable upon conversion of the $150 million convertible note held by Intesa, 2,201,457 shares of our common stock (subject to upward adjustment to account for certain cash dividends) that were issuable in connection with the LAM Merger and the following shares which are issuable in connection with the acquisitions of CWC and GAHL:  (A) 993,024 shares of our common stock that are issuable on a non-contingent basis, (B) shares of our common stock that are issuable upon the non-contingent conversion of 9,724 shares of our Series A preferred stock, with the number of shares of our common stock dependent, in part, upon future prices of our common stock and (C) 948,631 shares of our common stock that are contingently issuable and 22,021 shares of our Series A preferred stock that are contingently convertible into shares of our common stock, with the number of such shares of our common stock dependent upon the future performance of GAHL and CWC.  We cannot predict the effect, if any, that market sales of those shares of common stock, the possibility of such sales or the availability of those shares of common stock for sale will have on the market price of our common stock or our ability to raise capital through the issuance of equity securities from time to time.
 
As reflected in the table below, LAZ-MD Holdings exchangeable interests are effectively exchangeable into our common stock, and thereafter that common stock will become available for sale in significant numbers.  In addition, LAZ-MD Holdings and certain of our subsidiaries, with the consent of the Lazard Ltd board of directors, have the right to cause the holders of LAZ-MD Holdings exchangeable interests to exchange all such remaining interests during the 30-day period following May 10, 2014 and under certain other circumstances.  For a discussion of these exchange and transfer restrictions, see "Certain Relationships and Related Transactions—Relationship with LAZ-MD Holdings and LFCM Holdings—Master Separation Agreement" in our Proxy Statement.  From time to time, we expect to register the shares received by the working members pursuant to the exchange of LAZ-MD Holdings exchangeable interests for resale, as reflected in the table below, by such working members.  Persons exchanging their LAZ-MD Holdings exchangeable interests are likely to sell all or a portion of their common stock promptly after exchange to provide liquidity to cover any taxes that may be payable upon such exchange or to diversify their portfolios.
 
The following table reflects the timetable for exchangeability of the LAZ-MD Holdings exchangeable interests.  As described below, exchangeability may be accelerated under certain circumstances as described in "Compensation of Executive Officers—Grants of Plan Based Awards—Retention Agreements with Named Executive Officers", "Certain Relationships and Related Transactions—LAZ-MD Holdings Stockholders' Agreement" and "Certain Relationships and Related Transactions—Relationship with LAZ-MD Holdings and LFCM Holdings—Master Separation Agreement—LAZ-MD Holdings Exchangeable Interests" in our Proxy Statement.
 
S-12

 
 
   
Number of additional shares of our common stock
that are expected to become available for exchange
under LAZ-MD Holdings exchangeable interests
Dates after which exchangeability is allowed
 
Prior to this Offering and
the Lazard Group Purchase
 
After this Offering and the
Lazard Group Purchase
On or before May 10, 2009
 
15,386,443
 
11,803,143
May 10, 2010
 
18,934,655
 
18,934,655
May 10, 2011
 
     395,393
 
     395,393
May 10, 2012
 
             —
 
May 10, 2013
 
  4,144,520
 
  4,144,520
   
 
 
 
Total
 
38,861,011
 
35,277,711

Lazard Ltd's only material asset is its indirect interests in Lazard Group, and it is accordingly dependent upon distributions from Lazard Group to pay dividends and taxes and other expenses.
 
Lazard Ltd is a holding company and, as of May 11, 2009, had no material assets other than the indirect ownership of approximately 68.2% of the common membership interests of Lazard Group as of May 11, 2009 (or approximately 71.1% of the common membership interests of Lazard Group after this offering), and indirect control of both of the managing members of Lazard Group.  Lazard Ltd controls Lazard Group through this managing member position.  Lazard Ltd has no independent means of generating revenue.  Our wholly-owned subsidiaries incur income taxes on their proportionate share of any net taxable income of Lazard Group in their respective tax jurisdictions.  We intend to continue to cause Lazard Group to make distributions to its members, including our wholly-owned subsidiaries, in an amount sufficient to cover all applicable taxes payable by us and dividends, if any, declared by us.  To the extent that our subsidiaries need funds to pay taxes on their share of Lazard Group’s net taxable income, or if Lazard Ltd needs funds for any other purpose, and Lazard Group is restricted from making such distributions under applicable law or regulation, or is otherwise unable to provide such funds, it could materially adversely affect our business, financial condition or results of operations.  See "Price Range of Our Common Stock and Dividend Policy".
 
Lazard Ltd may issue preference shares and our bye-laws and Bermuda law may discourage takeovers, which could affect the rights of holders of our common stock.
 
The ownership of the Class B common stock gives LAZ-MD Holdings and, through the LAZ-MD Holdings stockholders' agreement, the members of LAZ-MD Holdings, control of a substantial portion of the total voting power of Lazard Ltd, which could, among other things, impede a change in control of Lazard Ltd without LAZ-MD Holdings' consent.  We currently have 15,000,000 authorized preference shares, of which 31,745 shares of non-participating convertible Series A preferred stock are issued and outstanding.  Our board of directors currently has the authority to issue up to 14,968,255 preference shares without any further vote or action by the shareholders, in accordance with the provisions of our bye-laws.  Since the preference shares could be issued with liquidation, dividend and other rights superior to those of our common stock, the rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any such preference shares.  The issuance of preference shares could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.  Further, the provisions of our bye-laws, including our classified board of directors and the ability of shareholders to remove directors only for cause, and of Bermuda law, could have the effect of delaying or preventing a change in control of Lazard Ltd.
 

S-13

 
Lazard Ltd is incorporated in Bermuda, and a significant portion of its assets are located outside the U.S. As a result, it may not be possible for shareholders of Lazard Ltd to enforce civil liability provisions of the U.S. federal or state securities laws.
 
Lazard Ltd is incorporated under the laws of Bermuda, and a significant portion of its assets are located outside the U.S.  It may not be possible to enforce court judgments obtained in the U.S. against Lazard Ltd in Bermuda, or in countries other than the U.S. where Lazard Ltd has assets, based on the civil liability provisions of the federal or state securities laws of the U.S.  In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce judgments of U.S. courts obtained against Lazard Ltd or its directors or officers based on the civil liabilities provisions of the federal or state securities laws of the U.S. or would hear actions against Lazard Ltd or those persons based on those laws.  Lazard Ltd has been advised by its legal advisors in Bermuda that the U.S. and Bermuda do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters.  Therefore, a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Bermuda.  Similarly, those judgments may not be enforceable in countries other than the U.S. where we have assets.
 
Bermuda law differs from the laws in effect in the U.S. and may afford less protection to our shareholders.
 
Our shareholders may have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the U.S.  As a Bermuda company, Lazard Ltd is governed by the Companies Act 1981 of Bermuda, which we refer to in this prospectus supplement as the "Companies Act".  The Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.
 
Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only.  Shareholders of Bermuda companies generally do not have rights to take action against directors or officers of the company, and may only do so in limited circumstances.  Officers of a Bermuda company must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances.  Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests may conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries.  If a director or officer of a Bermuda company is found to have breached his or her duties to that company, he or she may be held personally liable to the company in respect of that breach of duty.  A director may be liable jointly and severally with other directors if it is shown that the director knowingly engaged in fraud or dishonesty.  In cases not involving fraud or dishonesty, the liability of the director will be determined by the Bermuda courts on the basis of their estimation of the percentage of responsibility of the director for the matter in question, in light of the nature of the conduct of the director and the extent of the causal relationship between his or her conduct and the loss suffered.
 
In addition, our bye-laws provide that no director shall be liable to the Company, any of our shareholders or any other person for the acts, neglects or defaults of any other director, or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortuous act of any person with whom any moneys, securities or effects shall be deposited, or for any loss occasioned by any error of judgment, omission, default, or oversight on his or her part, or for any other loss, damage, or misfortune whatever which shall happen in relation to the execution of the duties of his or her office, provided that such provisions shall not extend to any matter which would render any of them void under the Companies Act.
 
 
S-14

 
There are provisions in our bye-laws that may require certain of our non-U.S. shareholders to sell their shares to Lazard Ltd or to a third party.
 
Our bye-laws provide that if our board of directors determines that we or any of our subsidiaries do not meet, or in the absence of repurchases of shares will fail to meet, the ownership requirements of a limitation on benefits article of any bilateral income tax treaty with the U.S. applicable to us, and that such tax treaty would provide material benefits to us or any of our subsidiaries, we generally have the right, but not the obligation, to repurchase at fair market value (as determined in the good faith discretion of our board of directors) shares of our common stock from any shareholder who beneficially owns more than 0.25% of the outstanding shares of our common stock and who fails to demonstrate to our satisfaction that such shareholder is either (a) a U.S. citizen or (b) a qualified resident of the U.S. or the other contracting state of the applicable tax treaty (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty).  Natixis S.A. ("Natixis") is not subject to this repurchase right with respect to the 6,999,800 aggregate number of shares it acquired pursuant to certain transactions between us and IXIS-Corporate & Investment Bank (now known as Natixis) in May 2005, which we refer to as the "Natixis placements".
 
The number of shares that may be repurchased from any such shareholder will equal the product of the total number of shares that Lazard Ltd reasonably determines to purchase to ensure ongoing satisfaction of the limitation on benefits article of the applicable tax treaty, multiplied by a fraction, the numerator of which is the number of shares beneficially owned by such shareholder (other than the 6,999,800 aggregate number of shares Natixis acquired pursuant to the Natixis placements), and the denominator of which is the total number of shares (reduced by the aggregate number of shares Natixis acquired pursuant to the Natixis placements) beneficially owned by such shareholders subject to this repurchase right.
 
Instead of exercising the repurchase right described above, Lazard Ltd will have the right, but not the obligation, to cause the transfer to, and procure the purchase by, any U.S. citizen or a qualified resident of the U.S. or the other contracting state of the applicable tax treaty (as determined for purposes of the relevant provision of the limitation on benefits article of such treaty) of the number of outstanding shares beneficially owned by any shareholder that are otherwise subject to repurchase under our bye-laws as described above, at fair market value (as determined in the good faith discretion of our board of directors).
 
Future U.S. tax legislative agenda is unknown at the present time.
 
On May 4, 2009, President Obama outlined his agenda for future tax legislation.  The outline included various proposals that may be relevant to Lazard, including proposals that would (i) limit the deduction of certain related party interest; (ii) limit the use of the "check-the-box" election to defer U.S. tax on the earnings of certain foreign subsidiaries; (iii) limit the use of foreign tax credits to reduce residual U.S. tax on non-U.S. source income; (iv) limit the deferral of U.S. tax on non-U.S. source income; (v) defer the deduction of interest and certain other expenses attributable to non-U.S. source income of foreign subsidiaries; and (vi) repeal the current law exemption from withholding tax for interest and dividends paid by a domestic "80/20" company.  Each of these proposals would be effective only for taxable years beginning after December 31, 2010.  Other members of Congress have also introduced bills that may have the effect of reducing certain tax treaty benefits or the classification of certain foreign entities as U.S. corporations. We are currently unable to predict whether any such new tax legislation, if and when it becomes effective, will materially adversely affect Lazard Ltd’s tax rate.

S-15


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus supplement and the information incorporated herein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.  We have made statements in this prospectus supplement and in the information incorporated by reference in this prospectus supplement under the captions "Prospectus Supplement Summary" and "Risk Factors", and in other sections of this prospectus supplement that are forward-looking statements.  In some cases, you can identify these statements by forward-looking words such as "may", "might", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or "continue", and the negative of these terms and other comparable terminology.  These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business.  These statements are only predictions based on our current expectations and projections about future events.  There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.  In particular, you should consider the numerous risks and uncertainties outlined in "Risk Factors" above or incorporated by reference into this prospectus supplement, including the following:
 
 
a decline in general economic conditions or the global financial markets,
 
 
losses caused by financial or other problems experienced by third parties,
 
 
losses due to unidentified or unanticipated risks,
 
 
a lack of liquidity, i.e., ready access to funds, for use in our businesses, and
 
 
competitive pressure on our businesses and on our ability to retain our employees.
 
These risks and uncertainties are not exhaustive.  Other sections of this prospectus supplement may include additional factors which could adversely impact our business and financial performance.  Moreover, we operate in a very competitive and rapidly changing environment.  New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
 
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements.  Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements.  You should not rely upon forward-looking statements as predictions of future events.  We are under no duty to update any of these forward-looking statements after the date of this prospectus supplement to conform our prior statements to actual results or revised expectations and we do not intend to do so.
 
Forward-looking statements include, but are not limited to, statements about the:
 
 
business' possible or assumed future results of operations and operating cash flows,
 
 
business' strategies and investment policies,
 
 
business' financing plans and the availability of short-term borrowing,
 
 
business' competitive position,
 
 
future acquisitions, including the consideration to be paid and the timing of consummation,

S-16

 
 
 
potential growth opportunities available to our businesses,
 
 
recruitment and retention of our managing directors and employees,
 
 
target levels of compensation expense,
 
 
business' potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts,
 
 
likelihood of success and impact of litigation,
 
 
expected tax rate,
 
 
changes in interest and tax rates,
 
 
expectation with respect to the economy, securities markets, the market for mergers and acquisitions activity, the market for asset management activity and other industry trends,
 
 
effects of competition on our business, and
 
 
impact of future legislation and regulation on our business.
 
We are committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations.  To that end, we use our websites to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates of assets under management in various mutual funds, hedge funds and other investment products managed by LAM and its subsidiaries.  Monthly updates of these funds are posted to the LAM website (www.lazardnet.com) on the third business day following the end of each month.  Investors can link to Lazard Ltd, Lazard Group and their operating company websites through http://www.lazard.com.  Our websites and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus supplement and you should not rely on any such information in making your decision whether to purchase our common stock.
 

S-17


USE OF PROCEEDS
 
We will not receive any net proceeds from the sales of common stock offered by the selling shareholders. We have agreed to pay the expenses of the selling shareholders in this offering and in connection with the sale of 1,700,000 shares to Lazard Group by the selling shareholders pursuant to the
Lazard Group Purchase. The selling shareholders will pay the custodial fees applicable to the shares that they sell.
 

S-18


PRICE RANGE OF OUR COMMON STOCK AND DIVIDEND POLICY
 
Price Range of Our Common Stock
 
Our Class A common stock is traded in The New York Stock Exchange under the symbol "LAZ".  There is no public trading market for our Class B common stock, which is held by LAZ-MD Holdings.  The following table sets forth, for the fiscal quarters indicated, the high and low sales prices per share of our Class A common stock, as reported in the consolidated transaction reporting system, and the quarterly dividends declared since the first quarter of 2006.
 

   
Sales Price
   
Dividends per Share of Common Stock
 
   
High
   
Low
       
2009
                 
Second quarter (until June 1, 2009)
   
$34.10
     
$25.84
     
$0.10
 
First quarter
   
$31.94
     
$20.55
     
$0.10
 
2008
     
 
               
Fourth quarter
 
 
$44.29
     
$19.17
     
$0.10
 
Third quarter
   
$50.00
     
$30.96
     
$0.10
 
Second quarter
   
$41.85
     
$32.84
     
$0.10
 
First quarter
   
$43.58
     
$29.00
     
$0.10
 
2007
                       
Fourth quarter
   
$52.89
     
$38.36
     
$0.09
 
Third quarter
   
$49.75
     
$34.72
     
$0.09
 
Second quarter
   
$56.25
     
$43.88
     
$0.09
 
First quarter
   
$56.90
     
$46.33
     
$0.09
 
2006
                       
Fourth quarter
   
$49.28
     
$38.15
     
$0.09
 
Third quarter
   
$42.05
     
$33.75
     
$0.09
 
Second quarter
   
$48.90
     
$35.22
     
$0.09
 
First quarter
   
$46.06
     
$31.00
     
$0.09
 

As of May 8, 2009, there were approximately 49 holders of record of our Class A common stock.  This does not include the number of shareholders that hold shares in "street-name" through banks or broker-dealers.
 
On June 1, 2009, the last reported sales price for our Class A common stock on the New York Stock Exchange was $27.87 per share.
 
Dividend Policy
 
Subject to compliance with applicable law, we currently intend to declare quarterly dividends on all outstanding shares of our Class A common stock.  The Class B common stock is not entitled to dividend rights.
 
In January and April of 2009, our board of directors declared a dividend of $0.10 per share, which was paid on February 27, 2009 and May 29, 2009, respectively, to shareholders of record as of February 6, 2009 and May 8, 2009, respectively.
 
The declaration of any dividends and, if declared, the amount of any such dividend, will be subject to the actual future earnings, cash flow and capital requirements of our company, to the amount of distributions to us from Lazard Group and to the discretion of our board of directors.  Our board of directors will take into account:
 
 
general economic and business conditions,
 

S-19


 
the financial results of our company and Lazard Group,
 
 
capital requirements of the Company and our subsidiaries (including Lazard Group),
 
 
contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our shareholders or by our subsidiaries (including Lazard Group) to us, and
 
 
such other factors as our board of directors may deem relevant.
 
We are a holding company and have no direct operations.  As a result, we depend upon distributions from Lazard Group to pay any dividends.  We expect to continue to cause Lazard Group to pay distributions to us in order to fund any such dividends, subject to applicable law and the other considerations discussed above.  In addition, as managing directors and other members of LAZ-MD Holdings convert their exchangeable interests into shares of our common stock, the number of our outstanding shares will increase, thereby diluting each shareholder’s proportional interests in the excess cash held by us to the extent that we retain excess cash balances or acquire additional assets with excess cash balances.  For a discussion of Lazard Group’s cash distribution policy, see "The Separation and Recapitalization Transactions and the Lazard Organizational Structure" in our S-1 Registration Statement.
 
Additionally, we are subject to Bermuda legal constraints that may affect our ability to pay dividends on our common stock and make other payments.  Under the Companies Act, we may declare or pay a dividend out of distributable reserves only if we have reasonable grounds for believing that we are, or would after the payment be, able to pay our liabilities as they become due and if the realizable value of our assets would thereby not be less than the aggregate of our liabilities and issued share capital and share premium accounts.

S-20


SELLING SHAREHOLDERS
 
The selling shareholders listed below include current and former managing directors of Lazard (including certain executive officers) who hold LAZ-MD Holdings exchangeable interests and common stock.  The selling shareholders are selling an aggregate of 5,700,000 shares of our common stock, which includes 4,000,000 shares sold pursuant to this prospectus supplement and 1,700,000 additional shares sold to Lazard Group through Goldman, Sachs & Co., as agent, conditioned on the closing of the offering (i.e., the Lazard Group Purchase).
 
The current and former managing directors listed below are selling an aggregate of 5,700,000 shares of our common stock upon the exchange of an aggregate of 3,583,300 LAZ-MD Holdings exchangeable interests (with the remaining 2,116,700 shares to be sold by current and former managing directors having been issued in connection with prior exchanges of LAZ-MD Holdings exchangeable interests, including an exchange on May 11, 2009).  These LAZ-MD Holdings exchangeable interests will be exchanged immediately prior to the consummation of this offering.  See "Description of Our Common Stock—Registration Rights".
 
Neither Bruce Wasserstein nor any of the trusts created for the benefit of Mr. Wasserstein’s family (which, as of the date of this prospectus supplement, in the aggregate, own 1,878,595 shares of our common stock and LAZ-MD Holdings exchangeable interests that are exchangeable into 9,958,196 shares of our common stock) nor any member of the Company’s board of directors (other than Vernon E. Jordan, Jr.) are selling any shares in this offering or pursuant to the Lazard Group Purchase.  Mr. Wasserstein also holds 4,392,310 non-vested restricted stock units, which represent a contingent right to receive an equivalent number of shares of our common stock.  Similarly, Natixis is not selling any of its 6,999,800 shares of our common stock in this offering or pursuant to the Lazard Group Purchase.
 
The shares being sold by our current and former managing directors (including certain executive officers) upon the exchange of an aggregate of 3,583,300 LAZ-MD Holdings exchangeable interests represent approximately 9.2% of the LAZ-MD Holdings exchangeable interests held by all current and former managing directors (including our executive officers) as of May 11, 2009.  The shares being sold by the current and former managing directors will have been issued pursuant to, and in accordance with the exchange schedule in, agreements that were entered into in connection with the initial public offering of our Class A common stock on May 10, 2005.
 
The following table sets forth as of the date of this prospectus supplement certain information regarding the beneficial ownership of our common stock by the selling shareholders:
 
 
the number of shares beneficially owned immediately prior to the consummation of this offering,
 
 
the number of shares to be sold in this offering and pursuant to the Lazard Group Purchase, and
 
 
the adjusted number of shares beneficially owned, reflecting the sale of the shares sold in this offering and pursuant to the Lazard Group Purchase.
 
Each selling shareholder, except as noted in the table below, is a current or former managing director of Lazard or companies formerly affiliated with Lazard.  To our knowledge, and pursuant to applicable community property laws, the persons named in the table below and their applicable family trusts and grantor retained annuity trusts (and similar entities) have beneficial ownership of the common stock and LAZ-MD Holdings exchangeable interests held by them.  The table below assumes the full exchange of all LAZ-MD Holdings exchangeable interests, including those proposed to be sold in this offering and pursuant to the Lazard Group Purchase, into shares of our common stock.  The address for each selling shareholder is: c/o Lazard Group LLC, 30 Rockefeller Plaza, New York, New York 10020.
 
S-21

 

   
Prior to this Offering
and the
Lazard Group Purchase
 
Sold in this Offering
and the
Lazard Group Purchase 
   
After this Offering
and the
Lazard Group Purchase 
Selling Shareholders(a)
 
Shares
of
Common Stock
   
Percentage
of
Common Stock
   
Shares
of
Common Stock
     
Percentage
of
Common
Stock
   
Shares
of
Common Stock
        Percentage
of
Common
Stock
Executive Officers and Directors:
                                     
Mr. Michael J. Castellano
    304,513      
*
             
*
 
         
*
Mr. Steven J. Golub
    1,150,384      
*
             
*
           
*
Mr. Scott D. Hoffman
    372,183      
*
             
*
           
*
Mr. Vernon E. Jordan, Jr.
    250,687      
*
             
*
           
*
Mr. Alexander F. Stern      169,174      
*
             
*
           
*
Mr. Charles G. Ward III
    1,015,045      
*
             
*
           
*
                                             
 
Current and Former Managing
Directors:
                                             
Mr. John Adams
    325,901      
*
             
*
           
*
Mr. Marcus A.P. Agius
    1,015,045      
*
             
*
           
*
Mr. Rajesh Alva
    87,971      
*
             
*
           
*
Mr. Daniel Aronson      8,459      
*
               
*
            *
Mr. Bertrand Badre
    39,047      
*
             
*
           
*
Mr. Jerome Balladur
    15,835      
*
             
*
           
*
Mr. Scott P. Barasch
    89,730      
*
             
*
           
*
Mr. Christian Benezit
    89,730      
*
             
*
           
*
Mr. Jason Bernhard
    203,009      
*
             
*
           
*
Mr. Antoine Bernheim
    74,775      
*
             
*
           
*
Mr. Ashish Bhutani
    678,847      
*
             
*
           
*
Mr. Jonathan Biele
    43,384      
*
             
*
           
*
Mr. George W. Bilicic, Jr.
    406,018      
*
             
*
           
*
Mr. Mark Burrows
    114,798      
*
             
*
           
*
Mr. Stephen P. Campbell
    338,348      
*
             
*
           
*
Mr. John G. Chachas
    128,572      
*
             
*
           
*
Mr. Jacques A. Drouin
    142,445      
*
             
*
           
*
Mr. Stephane Droulers
    254,167      
*
             
*
           
*
Mr. Andre Dupont-Jubien
    149,550      
*
             
*
           
*
Mr. Walter A. Eberstadt     7,444       *               *             *
Mr. Gilles Etrillard
    239,212      
*
             
*
           
*
Mr. Simon M. Furie
    84,587      
*
             
*
           
*
Mr. Albert H. Garner
    338,348      
*
             
*
           
*
Mr. Paul Gismondi
    101,505      
*
             
*
           
*
Mr. David Gluckman
    54,136      
*
             
*
           
*
Mr. Laurence Grafstein
    419,552      
*
             
*
           
*
Mr. Jonathan Hack
    101,505      
*
             
*
           
*
Mr. Paul J. Haigney
    434,371      
*
             
*
 
         
*
Mr. Eric Hanson
    213,227      
*
             
*
 
         
*
Mr. Jean-Yves Helmer
    179,392      
*
             
*
 
         
*
Mr. Kenneth M. Jacobs
    1,319,558      
1.08%
             
*
 
         
*
Mr. Matthew J. Jarman     20,301       *               *             *
Mr. Nicholas M. H. Jones
    373,808      
*
             
*
           
*
Mr. Jonathan H. Kagan
    33,835      
*
             
*
           
*
Mr. James L.  Kempner
    186,903      
*
             
*
           
*
Mr. Peter A. Kiernan
    142,106      
*
             
*
           
*
Mr. James Clayton Kingsbery
    203,009      
*
             
*
           
*
Mr. Richard J. Kradjel
    37,189      
*
             
*
           
*
Mr. David S. Kurtz
    297,747      
*
             
*
           
*
Mrs. Michele Charles Lamarche
    15,564      
*
             
*
           
*
Mr. James J. Langel
    89,730      
*
             
*
           
*
Mr. Robert C. Larson
    74,775      
*
             
*
           
*
Mr. Carmine Lizza
    8,459      
*
             
*
           
*
Mr. David Low     135,340      
*
             
*
             
*
Mr. Matthew J. Lustig
    546,500      
*
             
*
           
*
Mr. Erik Maris 
     321,837      
*
             
*
           
*
 
 

   
Prior to this Offering
and the
Lazard Group Purchase
 
Sold in this Offering
and the
Lazard Group Purchase
 
After this Offering
and the
Lazard Group Purchase
Selling Shareholders(a)     
Shares
of Common Stock
     
Percentage
of
Common Stock
     
Shares
of Common Stock
       Percentage
of
Common
Stock
     
Shares
of Common Stock
       Percentage
of
Common
Stock
Mr. Joseph Maybank
    172,582      
*
             
*
           
*
Mr. Mark T. McMaster
    276,972      
*
             
*
           
*
Mr. James E. Millstein
    514,289      
*
             
*
           
*
Mr. Richard W. Moore, Jr.     100,000       *               *             *
Ms. Virginie Morgon
    218,484      
*
             
*
           
*
Mr. Daniel Motulsky
    270,679      
*
             
*
           
*
Mr. Trevor Nash
    67,670      
*
             
*
           
*
Mr. Andrew Nason
    101,505      
*
             
*
           
*
Ms. Amelie Negrier
    77,820      
*
             
*
           
*
New York Lexington Trust(b)     214,256       *               *             *
Mr. Alasdair Nisbet
    169,174      
*
             
*
           
*
Mr. Blake O'Dowd
    108,461      
*
             
*
           
*
The Estate of Mr. Stanley de J. Osborne
    7,446      
*
             
*
           
*
Mr. Gary W. Parr
    1,015,045      
*
             
*
           
*
Mr. Mark Pensaert
    86,768      
*
           
*
           
*
Mr. Sven Peter     33,835       *             *             *
Mr. Thomas Piquemal
    270,679      
*
           
*
           
*
Mr. Russell E. Planitzer
    59,820      
*
           
*
           
*
Mr. Georges Ralli
    849,389      
*
           
*
           
*
Mr. Marko C. Remec
    169,174      
*
           
*
           
*
Mr. William H. Riddle, Jr.
    152,257      
*
           
*
           
*
Mr. Barry W. Ridings
    625,944      
*
           
*
           
*
Mr. Jeffrey A. Rosen
    1,015,045      
*
           
*
           
*
Mr. Laurent Rossetti
    145,490      
*
           
*
           
*
Mr. William J. Rucker
    439,853      
*
           
*
           
*
Mr. William Samuel
    203,009      
*
           
*
           
*
Mr. Stephen H. Sands
    355,265      
*
           
*
           
*
Mr. Frank A. Savage
    625,944      
*
           
*
           
*
Mr. Jeffrey R. Sechrest
    256,844      
*
           
*
           
*
Mr. Joel Sendek
    30,451      
*
           
*
           
*
Mr. Nicholas R. Shott
    224,258      
*
           
*
           
*
Mr. Evan W. Siddall
    84,588      
*
           
*
           
*
Mr. Peter L.  Smith
    14,955      
*
           
*
             
*
Ms. Alexandra Soto
    136,557      
*
           
*
           
*
Mr. Richard Stables
    101,505      
*
           
*
           
*
Mr. Benjamin J. Sullivan, Jr.
    152,257      
*
           
*
           
*
Mr. David L. Tashjian
    186,768      
*
           
*
           
*
Mr. Douglas C. Taylor
    203,009      
*
           
*
           
*
Mr. Eytan Tigay
    169,174      
*
           
*
           
*
Mr. Ali E.  Wambold
    315,070      
*
           
*
           
*
Mr. Peter D. Warner
    188,112      
*
           
*
           
*
Mr. Antonio F. Weiss
    406,018      
*
           
*
           
*
Mr. Richard Wyatt
    169,174      
*