UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2010
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Exact Name of Registrant as Specified in Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
| 001-33805 | 26-0354783 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 9 West 57th Street, New York, New York | 10019 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
212-790-0041
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 22, 2010, Och-Ziff Capital Management Group LLC (the “Company”) announced that its Board of Directors approved a record date of April 1, 2010 for a first quarter 2010 cash dividend on its Class A shares, which represent Class A limited liability company interests of the Company. The Company expects to announce the exact amount of and payment date for the dividend when the Company announces its first quarter 2010 earnings during the second quarter of 2010. After this announcement, the Company anticipates that the New York Stock Exchange (“NYSE”) will announce the first quarter 2010 ex-dividend date. Any record holder of Class A Shares as of April 1, 2010 who sells Class A Shares prior to the ex-dividend date assigned by the NYSE will also sell their entitlement to the first quarter 2010 dividend. The Company recommends that investors consult with their financial advisors regarding the specific implications of buying or selling Class A Shares on or before the ex-dividend date.
Forward-Looking Statements
The information contained in this Current Report on Form 8-K may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the current views of Och-Ziff Capital Management Group LLC with respect to, among other things, the Company’s future financial or business performance, events, strategies or expectations, including but not limited to its ability to generate returns and preserve capital and its ability to expand its investment platforms. Such forward-looking statements are generally identified by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “ would,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “opportunity,” “pipeline,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve” or the negative version of those words or other comparable words.
Any forward-looking statements contained in this Current Report on Form 8-K are based upon historical performance of the Company and its subsidiaries and on current plans, estimates and expectations of the Company and its subsidiaries. The inclusion of this or other forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved. Such forward-looking statements are subject to various risks and uncertainties, including but not limited to global economic, market and business conditions; the success of government initiatives worldwide to address economic, market and business conditions; the conditions impacting the hedge fund industry; the Company’s ability to successfully compete for fund investors, professional investment talent and investment opportunities; the Company’s successful formulation and execution of its business and growth strategies; the Company’s ability to appropriately manage conflicts of interest, and tax and other regulatory factors relevant to the Company’s structure and status as a public company, as well as assumptions relating to the Company’s operations, financial results, financial condition, business prospects, growth strategy and liquidity.
If one or more of these or other risks or uncertainties materialize, or if the Company’s assumptions prove to be incorrect, the Company’s actual results may vary materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not limited to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 4, 2010. Any forward-looking statements contained in this Current Report on Form 8-K are made only as of the date hereof. The Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
This Current Report on Form 8-K and the information contained herein does not constitute an offer of any Och-Ziff fund.
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.
OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
| ||
| By: | /s/ Joel M. Frank | |
| Joel M. Frank | ||
| Chief Financial Officer, Senior Chief Operating Officer and Executive Managing Director | ||
March 22, 2010