Table of Contents As filed with the Securities and Exchange Commission on July 31, 2006. Registration No. 333-134087 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 EVERCORE PARTNERS INC. (Exact name of Registrant as specified in its charter) Delaware 6199 20-4748747 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 55 East 52nd Street 43rd Floor New York, NY 10055 Telephone: (212) 857-3100 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Adam B. Frankel, Esq. General Counsel Evercore Partners Inc. 55 East 52nd Street 43rd Floor New York, NY 10055 Telephone: (212) 857-3100 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Vincent Pagano, Jr., Esq. Mark G. Borden, Esq. Joshua Ford Bonnie, Esq. Stuart R. Nayman, Esq. Simpson Thacher & Bartlett LLP Wilmer Cutler Pickering Hale and Dorr LLP 425 Lexington Avenue 399 Park Avenue New York, NY 10017-3954 New York, NY 10022 Telephone: (212) 455-2000 Telephone: (212) 230-8800 Facsimile: (212) 455-2502 Facsimile: (212) 230-8888 Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement becomes effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title Of Each Class Of Amount to be Offering Price Per Aggregate Offering Amount of Securities To Be Registered Registered(1) Share Price(2) Registration Fee(3) Class A Common Stock, par value $.01 per share 4,542,500 shares $ 20.00 $ 90,850,000 $ 9,720.95 (1) Includes 592,500 shares subject to the underwriters’ option to purchase additional shares. (2) Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (3) $9,228.75 of which has been previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated July 31, 2006 PROSPECTUS 3,950,000 Shares Class A Common Stock This is Evercore Partners Inc.’s initial public offering of Class A common stock. Evercore Partners Inc. is selling all of the shares in this offering. We expect the public offering price to be between $18.00 and $20.00 per share. Currently, no public market exists for the shares. Our Class A common stock has been approved for listing on the New York Stock Exchange under the symbol “EVR”. Investing in our Class A common stock involves risks. See “ Risk Factors” beginning on page 14. Per Share Total Initial public offering price $ $ Underwriting discount $ $ Proceeds, before expenses, to Evercore Partners Inc. $ $ We have granted the underwriters a 30-day option to purchase up to 592,500 additional shares at the public offering price less the underwriting discount if the underwriters sell more than 3,950,000 shares of Class A common stock in this offering. We intend to use a portion of the proceeds from this offering to repay all of our outstanding borrowings under our credit agreement. Affiliates of some of the underwriters are the lenders under our credit agreement and will, accordingly, receive the proceeds used to repay those borrowings. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Lehman Brothers, on behalf of the underwriters, expects to deliver the shares on or about , 2006. LEHMAN BROTHERS GOLDMAN, SACHS & CO. JPMORGAN KEEFE, BRUYETTE & WOODS FOX-PITT, KELTON E*TRADE FINANCIAL , 2006. Table of Contents • Founded in 1996 • Advisory and Investment Management businesses • 32 Senior Managing Directors* • Offices in New York, Los Angeles, San Francisco, Mexico City and Monterrey* † Selected Advisory Transactions †† Private Equity Funds as of March 31, 2006 1997 2001 2000 2003 Evercore Capital Evercore Capital Evercore Ventures Discovery Americas* Partners I Partners II $512 million committed $663 million committed $62 million committed $68 million committed * Gives effect to our combination with Protego Asesores prior to this offering. † In the majority of the transactions presented, Evercore provided financial advisory services in conjunction with one or more other investment banking firms. †† We do not consolidate these funds in our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial Measures—Revenue” for a discussion of how we generate revenue from the private equity funds we manage. Table of Contents Table of Contents Page Summary 1 Risk Factors 14 Forward-Looking Statements 28 Organizational Structure 29 Use of Proceeds 34 Dividend Policy 34 Capitalization 35 Dilution 36 Unaudited Pro Forma Financial Information 37 Selected Historical Financial and Other Data 46 Management’s Discussion and Analysis of Financial Condition and Results of Operations 51 Page Business 71 Management 88 Related Party Transactions 102 Principal Stockholders 107 Description of Capital Stock 108 Shares Eligible for Future Sale 111 Material U.S. Federal Tax Considerations for Non-U.S. Holders of Class A Common Stock 113 Underwriting 116 Legal Matters 122 Experts 122 Where You Can Find More Information 122 Index to Financial Statements F-1 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters 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 is accurate only as of the date on the front cover of this prospectus. Through and including , 2006 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. In this prospectus, references to “Evercore”, “Evercore Partners”, the “Company”, “we”, “us” or “our” refer (1) prior to the consummation of the reorganization into a holding company structure as described under “Organizational Structure”, to Evercore Holdings, which is comprised of certain consolidated and combined entities under common ownership by Evercore’s Senior Managing Directors, and (2) after such reorganization, to Evercore Partners Inc. and its subsidiaries. Unless the context otherwise requires, references to (1) “Evercore Partners Inc.” refer solely to Evercore Partners Inc., a Delaware corporation, and not to any of its subsidiaries and (2) “Evercore LP” refer solely to Evercore LP, a Delaware limited partnership, and not to any of its subsidiaries. As part of the reorganization, Evercore will be combined with Protego Asesores S.A. de C.V., a Mexican sociedad anónima de capital variable, and its related subsidiaries, and Protego SI, S.C., a Mexican sociedad civil (an associated company), such entities being collectively referred to in this prospectus as “Protego”, unless the context otherwise requires. Completion of the reorganization, including the combination with Protego, will occur prior to this offering. Unless indicated otherwise, the information included in this prospectus assumes no exercise by the underwriters of the option to purchase up to an additional 592,500 shares of Class A common stock from us and that the shares of Class A common stock to be sold in this offering are sold at $19.00 per share, which is the midpoint of the price range indicated on the front cover of this prospectus. i Table of Contents SUMMARY This summary highlights information contained elsewhere in this prospectus and does not contain all the information you should consider before investing in our Class A common stock.