Attached files
| file | filename |
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| EX-10.1 - LETTER AGREEMENT, DATED AS OF MARCH 16, 2010 - Lazard Group LLC | ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) March 16, 2010
Lazard
Group LLC
(Exact
name of registrant as specified in its charter)
Delaware
(State or
other jurisdiction of incorporation)
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333-126751
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51-0278097
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(Commission
File Number)
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(IRS
Employer Identification No.)
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30
Rockefeller Plaza, New York, New York
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10020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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212-632-6000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive
Agreement.
Letter
Agreement with the Wasserstein Family Trusts
Lazard
Ltd, Lazard Group LLC (the “Company” and, together with Lazard Ltd, “Lazard”)
and the Trustees of the Cranberry Dune 1998 Long-term Trust (the “Trust”)
entered into a letter agreement, dated as of March 16, 2010 (the “Letter
Agreement”), pursuant to which the Trustees of the Trust agreed (1) immediately
upon the completion of the sale of 7,869,311 shares of Class A Common
Stock, par value $0.01 per share, of Lazard Ltd in an underwritten
offering, in which the Trust and certain other selling shareholders
participated, to terminate Lazard’s obligation to nominate one person designated
by the Trust to the Board of Directors of Lazard Ltd (pursuant to the terms
of the letter agreement, dated as of May 20, 2005, by and among the Trustees of
the Trust and the Company) and (2) that Ellis Jones would not stand for
reelection at Lazard Ltd’s 2010 Annual General Meeting of
Shareholders.
The
preceding is a summary of the terms of the Letter Agreement, and is qualified in
its entirety by reference to the Letter Agreement attached as Exhibit 10.1 as
though it was fully set forth herein.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements
of Certain Officers.
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(b)
Departure
of Ellis Jones as Director
Mr. Ellis
Jones will cease serving as a member of the Board of Directors of Lazard on or
before Lazard Ltd’s 2010 Annual General Meeting of the
Shareholders.
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Item
9.01
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Financial
Statements and Exhibits
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(d) Exhibits. The
following exhibits are filed as part of this Current Report on Form
8-K:
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Exhibit
Number
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Description
of Exhibit
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10.1
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Letter
Agreement, dated as of March 16, 2010, among Lazard Ltd, Lazard Group LLC
and the Cranberry Dune 1998 Long-term
Trust
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LAZARD
GROUP LLC
(Registrant)
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By:
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/s/ Scott D. Hoffman | |
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Name: Scott
D. Hoffman
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Title: Managing
Director and General Counsel
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Dated: March
22, 2010
EXHIBIT
INDEX
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Exhibit
Number
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Description
of Exhibit
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10.1
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Letter
Agreement, dated as of March 16, 2010, among Lazard Ltd, Lazard Group LLC
and the Cranberry Dune 1998 Long-term
Trust
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