SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1995
Commission File Number 1-9750
Sotheby's Holdings, Inc.
(Exact name of registrant as specified in its charter)
Michigan 38-2478409
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 North Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: (810) 646-2400
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
As of July 31, 1995, there were outstanding 38,099,232 shares of Class A
Limited Voting Common Stock, par value $0.10 per share, and 17,791,226 shares
of Class B Common Stock, par value $0.10 per share, of the Registrant. Each
share of Class B Common Stock is freely convertible into one share of Class
A Limited Voting Common Stock.
<PAGE>
PART 1: FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
Consolidated Statements of Income
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars, except per share data)
<CAPTION>
For the Second Quarter For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Auction:
Revenues $ 102,590 $ 87,764 $ 139,726 $ 122,423
Direct costs of services (18,328) (16,000) (27,546) (23,192)
Salaries and related costs (25,153) (22,275) (47,331) (41,835)
General and administrative expenses (17,687) (16,314) (34,411) (31,936)
Depreciation and amortization (2,241) (2,034) (4,325) (3,870)
Income from inventory and other 113 (142) 74 55
auction related activities
Operating income - Auction 39,294 30,999 26,187 21,645
Interest income 699 775 1,387 2,102
Interest expense (1,464) (1,075) (2,694) (1,705)
Net interest charged to Financial Services 1,207 526 2,613 861
Income before taxes - Auction 39,736 31,225 27,493 22,903
Financial Services:
Revenues 3,124 2,358 6,398 4,034
General and administrative expenses (512) (624) (1,252) (1,223)
Net interest expense from Auction (1,207) (526) (2,613) (861)
Income before taxes - Financial Services 1,405 1,208 2,533 1,950
Real Estate:
Revenues 2,726 3,459 4,809 6,076
Operating expenses (2,135) (2,228) (3,863) (4,336)
Income before taxes - Real Estate 591 1,231 946 1,740
Corporate operating expenses (1,759) (1,727) (3,171) (3,232)
Other non-operating income (loss) (126) (163) 57 (65)
Consolidated:
Revenues 108,440 93,581 150,933 132,533
Operating income 39,531 31,711 26,495 22,103
Net interest income 442 226 1,306 1,258
Other non-operating income (loss) (126) (163) 57 (65)
Income before tax 39,847 31,774 27,858 23,296
Income taxes (16,178) (12,709) (11,143) (9,318)
Net Income $ 23,669 $ 19,065 $ 16,715 $ 13,978
Earnings Per Share $ 0.42 $ 0.34 $ 0.30 $ 0.25
Weighted Average Shares Outstanding 56,829,504 56,695,269 56,330,984 56,145,643
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars)
<CAPTION>
June 30, December 31,
1995 1994
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 12,175 $ 34,987
Accounts and notes receivable, net of allowance
for doubtful accounts of $9,361 and $10,165
Auction operations 272,399 180,521
Finance operations 91,955 96,364
Other 15,096 13,442
Total Accounts Receivable, Net 379,450 290,327
Inventory, net 38,892 20,330
Deferred income taxes 10,763 12,053
Prepaid expenses 13,101 12,053
Total Current Assets 454,381 369,750
Notes receivable-finance operations 38,002 34,930
Properties, less allowance for depreciation
and amortization of $59,446 and $53,464 67,455 66,825
Intangible assets, less allowance for
amortization of $29,019 and $28,051 28,764 29,054
Investment in partnership 43,526 44,281
Other assets 11,047 12,244
Total Assets $ 643,175 $ 557,084
</TABLE>
<PAGE>
<TABLE>
Consolidated Balance Sheets
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars)
<CAPTION>
June 30, December 31,
1995 1994
<S> <C> <C>
Liabilities And Shareholders' Equity
Current Liabilities
Due to consignors $ 262,017 $ 199,758
Short-term borrowings - Note 3 22,023 8,903
Accounts payable and other 69,594 66,601
Accrued income taxes 37,553 24,457
Total Current Liabilities 391,187 299,719
Long-Term Liabilities
Commercial paper - Note 3 10,000 27,500
Deferred income taxes 18,299 18,423
Other long-term obligations 200 390
Total Liabilities 419,686 346,032
Shareholders' Equity
Common Stock, $0.10 par value:
Authorized shares - 125,000,000 of Class A and 75,000,000 of Class B
Issued and outstanding shares - 37,789,452 and 36,730,771 of Class A, and
18,098,089 and 19,093,071 of Class B, at June 30, 1995 and
December 31, 1994, respectively 5,589 5,582
Additional paid-in capital 83,776 83,538
Retained earnings 146,531 136,517
Foreign currency translation adjustments (12,407) (14,585)
Total Shareholders' Equity 223,489 211,052
Total Liabilities And Shareholders' Equity $ 643,175 $ 557,084
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
Sotheby's Holdings, Inc. and Subsidiaries
(Thousands of dollars)
<CAPTION>
For the Six Months Ended June 30, 1995 1994
<S> <C> <C>
Operating Activities:
Net income $ 16,715 $ 13,978
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 4,543 4,097
Deferred income taxes 1,166 (297)
Tax benefit of stock option exercises 42 780
Asset provisions 2,574 2,990
Other 560 (2,304)
Changes in assets and liabilities:
Decrease (increase) in prepaid expenses (1,048) 1,261
Increase in accounts receivable (95,649) (32,064)
Increase in inventory (18,728) (1,568)
Increase in due to consignors 62,259 9,479
Increase in accrued income taxes 13,096 12,002
Increase (decrease) in other current liabilities 2,995 (10,928)
Net cash used by operating activities (11,475) (2,574)
Investing Activities:
Finance operation loans (47,418) (97,216)
Collections on finance operation loans 49,852 64,927
Capital expenditures (3,035) (2,201)
Decrease in investment in partnership 755 306
Net cash provided (used) by investing activities 154 (34,184)
Financing Activities:
Decrease in commercial paper (17,500) (7,500)
Increase in short term borrowings 13,120 5,587
Proceeds from exercise of stock options 202 1,893
Dividends paid (6,701) (6,682)
Net cash used by financing activities (10,879) (6,702)
Effect of exchange rate changes on cash (612) 2,011
Decrease in cash and cash equivalents (22,812) (41,449)
Cash and Cash Equivalents at Beginning of Period 34,987 91,840
Cash and Cash Equivalents at End of Period $ 12,175 $ 50,391
See accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated financial statements included herein have been
prepared by Sotheby's Holdings, Inc. (together with its subsidiaries,
the "Company") pursuant to the rules and regulations of the Securities
and Exchange Commission. These consolidated financial statements
should be read in conjunction with the consolidated financial
statements and the notes thereto incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31,
1994 (the "Annual Report"). Reference should be made to the Annual
Report for industry segment information required to be included under
Financial Accounting Standards Board Statement No. 14.
In the opinion of the management of the Company, all adjustments,
consisting of normal recurring adjustments, necessary for a fair
presentation of the results of operations for the second quarter and
six month periods ended June 30, 1995 and 1994 have been included.
Certain prior period amounts have been reclassified to conform
to the current presentation.
2. Finance Operations Notes Receivable
As of July 31, 1995, approximately 36% of the Company's entire finance
operation loan portfolio, including both short-term and long-term notes
receivable, was extended to one borrower. The Company's general policy
in relation to secured loans is to obtain collateral with a low
estimated auction value equivalent to or greater than 200% of the
secured loan. The low auction estimate of the collateral for this
secured loan exceeded the Company's general policy requirements at
December 31, 1994. No other individual loan amounted to more than 5%
of total assets.
Effective January 1, 1995, the Company adopted Statement of Financial
Accounting Standards No. 114, "Accounting by Creditors for Impairment
of a Loan". Adoption of this standard did not have a material impact
on the Company's financial statements.
Interest income on impaired loans is recognized to the extent cash is
received. Where there is doubt regarding the ultimate collectibility
of principal for impaired loans, cash receipts, whether designated as
principal or interest, are thereafter applied to reduce the recorded
investment in the loan. Following are the changes in the allowance
for credit losses relating to finance operations notes receivable for
the six months ended June 30, 1995 and 1994 (in thousands):
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Allowance for credit losses
at December 31, 1994 and 1993 $2,292 $3,614
Provisions 202 152
Writeoffs (134) (1,507)
Other 24 79
Allowance for credit losses
at June 30, 1995 and 1994 $2,384 $2,338
</TABLE>
3. Credit Arrangements
At June 30, 1995, there were $10.0 million of outstanding commercial
paper notes sold to investors at weighted average discount rates of
6.26% with an average maturity of 5 days. These amounts have been
classified on the consolidated balance sheets as long-term liabilities
based on the Company's ability to maintain or refinance these
obligations on a long-term basis. At June 30, 1995, the Company also
had $22.0 million outstanding under bank lines of credit at weighted
average interest rates of 6.59%.
4. Commitments and Contingencies
The Company, in the normal course of business, is a defendant in
various legal actions.
In conjunction with the client loan program, the Company enters into
legally binding arrangements to lend, on a collateralized basis, to
potential consignors and other individuals who have collections of
fine art and other objects. Unfunded commitments to extend additional
credit were approximately $42.9 million at June 30, 1995 and $15.9
million at July 31, 1995.
On certain occasions, the Company will guarantee to the consignor a
minimum price in connection with the sale of property. The Company
must perform under its guarantee only in the event that (a) the
property fails to sell and (b) the consignor prefers to be paid the
guarantee price rather than retain ownership of the unsold property.
In such event, the Company purchases the property at the guaranteed
price. At June 30, 1995 the Company had outstanding guarantees
totaling approximately $34.5 million, which covers auction property
having a mid-estimate sales price of approximately $47.8 million.
In addition, the Company had an outstanding guarantee of up to
$8.0 million relating to other property which will not be sold at
auction. Under the auction guarantees, the Company participates in a
share of the proceeds if the property under guarantee sells above a
minimum price.
In the opinion of management, the commitments and contingencies
described above currently are not expected to have a material adverse
effect on the Company's consolidated financial statements.
<PAGE>
5. Seasonality of Business
The worldwide art auction market has two principal selling seasons,
spring and fall. During the summer and winter, sales are considerably
lower. The table below demonstrates that at least 80% of the
Company's auction sales are derived from the second and fourth
quarters of the year.
<TABLE>
<CAPTION>
Percentage of
Annual
Auction Sales
1994 1993 1992
<S> <C> <C> <C>
January - March 12% 10% 12%
April - June 40% 38% 38%
July - September 8% 6% 8%
October - December 40% 46% 42%
100% 100% 100%
</TABLE>
<PAGE>
ITEM 2:MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Auction
The worldwide auction business is highly seasonal in nature, with two
principal selling seasons, spring and fall. Accordingly, first and
third quarter results reflect lower auction sales and lower operating
margins than the second and fourth quarters due to the fixed nature of
many of the operating expenses. (See Note 5 in the Notes to the
Consolidated Financial Statements for additional information.)
Following is a geographical breakdown of the Company's auction sales for
the second quarter and six month periods ended June 30, 1995 and 1994
(in thousands):
<TABLE>
<CAPTION>
For the Second Quarter For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
<S> <C> <C> <C>
North America $352,746 $281,610 $459,043 $383,550
Europe 284,532 223,496 353,916 282,837
Asia 18,521 25,693 18,521 25,693
Total $655,799 $530,799 $831,480 $692,080
</TABLE>
For the quarter ended June 30, 1995, worldwide auction sales increased
to $655.8 million from $530.8 million in the second quarter of 1994, an
increase of $125.0 million, or 24%. This increase was attributable to
Europe and North America, where sales increased 27% and 25%,
respectively. Sales in Asia declined 28% compared to the second quarter
of 1994. Auction sales recorded by the Company's foreign operations
were positively affected by translation to U.S. dollars, which increased
auction sales by $24.4 million. For the six months ended June 30, 1995,
worldwide auction sales increased $139.4 million, or 20%, compared to
the first six months of 1994. Sales in Europe and North America
increased 25% and 20%, respectively, while Asian sales decreased 28%.
Movements in exchange rates increased sales by approximately $30.0
million for the first half of 1995; excluding these exchange rate
movements, 1995 sales increased 16%. The increase in North American
sales for both the second quarter and first half of 1995 was largely due
to single owner and estate sales. Europe's increased sales were largely
due to the success of the Impressionist and Modern Paintings sales in the
United Kingdom as well as Jewelry sales in Switzerland. The decrease in
Asian sales is primarily due to a shortfall in Hong Kong's spring sales
series and the nonrecurring nature of the successful 1994 single owner
Taiwan paintings sale.
<PAGE>
Revenues from auction operations ("Auction") for the second quarter of
1995 increased $14.8 million, or 17%, and, for the first six months of
1995 increased $17.3 million, or 14%, over the comparable periods of the
prior year. The impact of translating results outside North America to
U.S. dollars increased second quarter and six month Auction revenues
$3.7 million and $4.9 million, respectively. Excluding movements in
exchange rates, Auction revenues increased 13% and 10% for the second
quarter and first half of 1995 respectively. The increase in Auction
revenues for both the second quarter and first six months of 1995 was
largely attributable to increased commissions (which are principally
buyer's premium, vendor's commission and expense recoveries) due to the
greater volume of auction sales discussed above. Increases in other
non-commission revenue categories also contributed to the increased
revenue for both the second quarter and six month periods. The volume
and non-commission revenue related increases were offset, in part, by
a change in the relative mix of sales toward property with higher
average lot values as well as an increase in single owner sales.
Auction's operating expenses (which include Auction's direct costs of
services, salaries and related costs, general and administrative
expenses as well as depreciation and amortization) totaled $63.4 million
for the second quarter of 1995, an increase of $6.8 million, or 12%,
over 1994's second quarter. Excluding the impact of foreign currency
movements, operating expenses increased 7% for the second quarter of
1995. For the first six months of 1995, operating expenses increased
to $113.6 million, an increase of $12.8 million, or 13%, over the
previous year's first six months. Excluding movements in exchange
rates, operating expenses increased 8% during the first half of 1995.
Salaries and related costs increased $2.9 million and $5.5 million for
the second quarter and first half of 1995, respectively, an increase of
13% in both periods when compared to the same periods of 1994.
Excluding exchange rate movements, salaries and related costs increased
8% and 9% for the second quarter and first six months of 1995
principally due to: salary increases at the beginning of 1995; salary
adjustments put into effect during the course of 1994; and, in the
second quarter, increases relating to the increased sales activity.
Direct costs of services, which consist largely of catalogue production,
distribution and mailing costs, were up approximately $2.3 million (15%)
in the second quarter of 1995 and $4.4 million (19%) for the first half
of 1995. Excluding movements in exchange rates, direct costs increased
10% and 14% in the three months and six months ended June 30, 1995,
respectively, due largely to the sales growth experienced in 1995.
Direct costs of services as a percentage of sales was 2.79% in the
second quarter of 1995 compared to 3.01% for the same period of 1994.
For the first half of 1995 direct costs as a percentage of sales was
down slightly when compared to 1994. General and administrative
expenses increased $1.4 million for the second quarter of 1995 and $2.5
million for the first six months of 1995, an increase of 8% in both
periods. Excluding movements in foreign currencies, general and
administrative costs increased 4% and 3% for the second quarter and
first half of 1995, respectively.
<PAGE>
Income from inventory and other auction-related activities includes: net
gains (losses) on sales of inventory (including inventory obtained as
a result of the auction process as well as inventory purchased by the
Company as an investment, including the Company's share of earnings from
the sale of inventory through the Acquavella Modern Art Partnership);
net gains (losses) earned from guarantees; and provisions for writedowns
of inventory to estimated realizable value. For the quarter ended June
30, 1995, inventory and other auction-related activities generated pre-
tax income of $0.1 million compared to a pre-tax loss of $0.1 million
for the second quarter of 1994. For each of the six months ended June
30, 1995 and 1994, income from inventory and other auction-related
activities contributed $0.1 million to pre-tax income.
Auction's operating income increased $8.3 million, or 27%, to $39.3
million for the quarter ended June 30, 1995. Year-to-year exchange rate
movements increased 1995 second quarter Auction operating income $1.1
million compared to 1994. Auction's operating income increased $4.5
million, or 21%, compared to the first six months of the previous year.
Year-to-year exchange rate movements did not have a material effect on
Auction's six month operating income.
Auction's interest income, which is earned on short-term investments of
excess cash, decreased in the first six months of 1995 compared to the
first six months of 1994 due primarily to a lower level of invested
funds when compared to the prior year. Interest expense is incurred on
borrowings to fund cash requirements, including the client loan
portfolio of the Company's subsidiary, Sotheby's Financial Services,
Inc. ("Financial Services"). The increase in interest expense of $1.0
million is due to higher average interest rates as well as higher average
borrowings in the first half of 1995 compared to the first six months of
1994.
As noted above, Auction funds a portion of the client loan portfolio of
Financial Services. Net interest charged to Financial Services on
borrowings from Auction totaled $2.6 million and $0.9 million for the
first six months of 1995 and 1994, respectively. The 1995 amount
represents interest income of $3.2 million on borrowings by Financial
Services from Auction, net of interest expense on special financing
programs of $0.6 million charged by Financial Services to Auction. The
year-to-year increase is largely attributable to the larger client loan
portfolio and, to a much lesser extent, the lower level of special
financing programs for which interest is charged to Auction by Financial
Services.
Financial Services
Revenues from Financial Services increased to $3.1 million for the
second quarter of 1995 from $2.4 million last year. For the first six
months of 1995, revenues from Financial Services were $6.4 million
compared to $4.0 million for the same period last year. The increase
in revenues for the second quarter of 1995 was largely due to higher
rates of interest earned on outstanding loans. The growth in
<PAGE>
revenues in the first half of 1995 was due to an increase in rates
earned on outstanding loans as well as an increase in the average
outstanding loan portfolio. Average portfolio balances for
the six months ended June 30, 1995 and 1994 were approximately $140.6
million and $119.3 million, respectively. The Company continues to
experience increased demand for loans which has resulted in the
portfolio growth.
For the second quarter of 1995, income before taxes increased $0.2
million, or 16%, from the comparable period in 1994. For the first half
of 1995, income before taxes increased $0.6 million, or 30%, when
compared to the prior period.
Real Estate
Pre-tax income from Sotheby's International Realty, Inc.
for the second quarter and first half of 1995 decreased $0.6 million and
$0.8 million, respectively, compared to the second quarter and first six
months of 1994. The decrease reflects a lower level of property sales in
direct brokerage operations in 1995 offset, in part, by a decrease in
operating expenses, principally sale marketing and professional fees.
Provision for Income Taxes
The consolidated effective tax rate was 41% in the second quarter of
1995 compared to 40% in the same period of 1994. The consolidated
effective tax rate was 40% in the first six months of 1995 and 1994.
The reduction in the effective tax rate from 42% in the first quarter
of 1995 to 40% in the first half of 1995 reflects the Company's updated
worldwide tax position.
Net Income and Earnings per Share
For the second quarter of 1995, net income increased 24% to $23.7
million, compared to net income of $19.1 million in the second quarter
of 1994. Excluding the impact of movements in exchange rates, net
income for the second quarter of 1995 increased 19% when compared to the
same period of the prior year. For the first six months of 1995, net
income increased $2.7 million, or 20%, to $16.7 million from $14.0
million in the first six months of 1994. Movements in foreign
currencies did not have a material impact on 1995 six month results.
Earnings per share for the second quarter of 1995 increased to $0.42
from $0.34 in the second quarter of 1994. Earnings per share for the
six months ended June 30, 1995 totaled $0.30, compared to $0.25 in the
first six months of 1994.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's net debt position (total debt, which includes short-term
borrowings and commercial paper, less cash and cash equivalents) totaled
$19.8 million at June 30, 1995 compared to $1.4 million at December 31,
1994. Working capital (current assets less current liabilities) at June
30, 1995 was $63.2 million compared to $70.0 million at December 31,
1994.
The Company relies on internally generated funds and borrowings to meet
its financing requirements. The Company may issue up to $200 million
of short-term notes pursuant to its U.S. commercial paper program, of
which $10.0 million was issued and outstanding at June 30, 1995. The
Company supports any short-term notes issued under its U.S. commercial
paper program with committed credit facilities. The Company has $300
million available under a bank credit agreement entered into during
1994.
For the six months ended June 30, 1995 and 1994, the Company's primary
sources of liquidity were derived from available cash balances
supplemented by short-term borrowings. The most significant cash uses
during the first half of 1995 were repayment of commercial paper
borrowings, operations and payment of shareholder dividends. For the
first six months of 1994, the most significant cash uses were net
funding of the client loan portfolio, repayment of commercial paper
borrowings and payment of shareholder dividends. The Company paid
dividends to shareholders of $6.7 million during the first six months
of 1995 (of which $3.4 million was in respect of 1994) and $6.7 million
in the first half of 1994 (of which $3.3 million was in respect of
1993).
Capital expenditures, consisting primarily of office and auction
facility refurbishment and the acquisition of computer equipment,
totalled $3.0 million for the first six months of 1995 and $2.2 million
for the first six months of 1994.
In certain instances, consignor advances are made with recourse limited
only to the works of art consigned for sale and pledged as security for
the loan, or with recourse limited to the consigned works and to other
works of art owned by the consignor but not pledged as security. As of
June 30, 1995, $1.9 million of these consignor advances were
outstanding.
From time to time, the Company has off-balance sheet commitments to
consignors that property will sell at a minimum price and legally
binding lending commitments in conjunction with the client loan program.
See Note 4 in the notes to the consolidated financial statements for
additional information. The Company does not believe that material
liquidity risk exists relating to these commitments.
<PAGE>
During April 1995, the Company introduced a fixed rate commission
schedule to be charged to sellers worldwide. The revised rates, which
are effective immediately, will apply to future consignments for the
fall auction season, beginning September 5, 1995. The Company will
honor commitments made prior to the announcement of these revised rates.
OUTLOOK
The Company believes that operating cash flows will be adequate to meet
normal working capital requirements and that the commercial paper
program and credit facilities will continue to be adequate to fund the
client loan program, peak working capital requirements and other short-
term commitments to consignors.
The Company evaluates, on an ongoing basis, the adequacy of its
principal auction premises for the requirements of the present and
future conduct of its business. Any significant alteration to these
premises may require utilization of additional capital which the Company
believes is adequately available.
<PAGE>
PART II, OTHER INFORMATION
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
On June 15, 1995, the Company held its annual meeting of shareholders.
The matters on which the shareholders voted were: the election of three
directors by the holders of Class A Limited Voting Common Stock; the
election of seven directors by the holders of Class B Common Stock; and the
ratification of the Board's selection of Deloitte & Touche LLP the
Company's independent auditors for the year ending December 31, 1995.
All nominees were elected, and all other proposals passed. The results
of the voting are shown below:
<TABLE>
<CAPTION>
ELECTION OF CLASS A DIRECTORS
<S> <C> <C> <C>
NOMINEES FOR AGAINST WITHHELD
A. Alfred Taubman 30,155,921 0 77,913
Max M. Fisher 30,153,821 0 80,013
Walter J. P. Curley 30,187,121 0 46,713
</TABLE>
<TABLE>
<CAPTION>
ELECTION OF CLASS B DIRECTORS
<S> <C> <C> <C>
NOMINEES FOR AGAINST WITHHELD
Viscount Blakenham 184,331,220 0 0
Diana D. Brooks 177,331,220 0 7,000,000
Lord Camoys 184,331,220 0 0
The Rt. Hon. The Earl of Gowrie 184,331,220 0 0
The Marquess of Hartington 184,331,220 0 0
Simon de Pury 184,331,220 0 0
R. Julian de la M. Thompson 184,331,220 0 0
</TABLE>
<TABLE>
<CAPTION>
RATIFICATION OF INDEPENDENT AUDITORS
<C> <S>
214,532,644 Votes were cast for ratification;
16,282 Votes were cast against ratification; and
16,128 Votes abstained (including broker non-votes).
</TABLE>
<PAGE>
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
No report on Form 8-K as been filed for the quarter
ended June 30, 1995.
<PAGE>
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed this
14th day of August, 1995, on its behalf by the undersigned,
thereunto duly authorized and in the capacity indicated.
SOTHEBY'S HOLDINGS, INC.
By: PATRICIA A. CARBERRY
Patricia A. Carberry
Vice President, Controller
and Chief Accounting
Officer
<PAGE>
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed this
14th day of August, 1995, on its behalf by the undersigned,
thereunto duly authorized and in the capacity indicated.
SOTHEBY'S HOLDINGS, INC.
By:
Patricia A. Carberry
Vice President, Controller
and Chief Accounting
Officer
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